Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Mar. 01, 2023 | |
Document and Entity Information | ||
Document Type | 10-K | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2022 | |
Entity File Number | 001-41453 | |
Entity Registrant Name | GETTY IMAGES HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-3764229 | |
Entity Address State Or Province | WA | |
Entity Address, Address Line One | 605 5th Ave. S. Suite 400 | |
Entity Address, City or Town | Seattle | |
Entity Address, Postal Zip Code | 98104 | |
City Area Code | 206 | |
Local Phone Number | 925-5000 | |
Title of 12(b) Security | Class A Common Stock | |
Trading Symbol | GETY | |
Security Exchange Name | NYSE | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Public Float | $ 144,235,673.26 | |
Entity Common Stock, Shares Outstanding | 395,267,686 | |
Entity Central Index Key | 0001898496 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false | |
Auditor Name | Ernst & Young LLP | |
Auditor Location | Seattle, Washington | |
Auditor Firm ID | 42 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 97,912 | $ 186,301 |
Restricted cash | 4,482 | 5,228 |
Accounts receivable - net of allowance of $6,460 and $5,946 | 129,603 | 143,362 |
Prepaid expenses | 15,728 | 12,778 |
Taxes receivable | 11,297 | 11,992 |
Other current assets | 10,497 | 15,368 |
Total current assets | 269,519 | 375,029 |
PROPERTY AND EQUIPMENT - NET | 172,083 | 170,896 |
RIGHT OF USE ASSETS | 47,231 | |
GOODWILL | 1,499,578 | 1,503,245 |
IDENTIFIABLE INTANGIBLE ASSETS - NET | 419,548 | 478,852 |
DEFERRED INCOME TAXES - NET | 8,272 | 8,893 |
OTHER LONG-TERM ASSETS | 51,952 | 41,092 |
TOTAL | 2,468,183 | 2,578,007 |
CURRENT LIABILITIES: | ||
Accounts payable | 93,766 | 94,993 |
Accrued expenses | 49,327 | 66,569 |
Income taxes payable | 8,031 | 10,502 |
Short-term debt - net | 6,481 | |
Deferred revenue | 171,371 | 167,550 |
Total current liabilities | 322,495 | 346,095 |
LONG-TERM DEBT - NET | 1,428,847 | 1,750,990 |
LEASE LIABILITIES | 46,218 | |
DEFERRED INCOME TAXES - NET | 37,075 | 24,595 |
UNCERTAIN TAX POSITIONS | 37,333 | 42,701 |
OTHER LONG-TERM LIABILITIES | 3,167 | 26,961 |
Total liabilities | 1,875,135 | 2,191,342 |
Commitments and contingencies | ||
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Preferred Stock, $0.0001 par value; 1.0 million shares authorized; no shares issued and outstanding as of December 31, 2022 and December 31, 2021. | ||
Additional paid-in capital | 1,936,324 | 935,082 |
Accumulated deficit | (1,282,354) | (1,203,440) |
Accumulated other comprehensive loss | (108,928) | (78,403) |
Total Getty Images Holdings, Inc. stockholders' equity (deficit) | 545,081 | (346,741) |
Noncontrolling interest | 47,967 | 48,056 |
Total stockholders' equity (deficit) | 593,048 | (298,685) |
TOTAL | 2,468,183 | 2,578,007 |
Redeemable Preferred Stock | ||
REDEEMABLE PREFERRED STOCK: | ||
Redeemable Preferred Stock, $0.01 par value, 900,000 shares authorized, 677,484 shares outstanding at December 31, 2021 (aggregate liquidation preference of $685,350). No shares were issued or outstanding at December 31, 2022. | 685,350 | |
Class A common stock | ||
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Common stock | 39 | 20 |
Class B common stock | ||
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Common stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts receivable - net of allowance | $ 6,460 | $ 5,946 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Redeemable Preferred Stock | ||
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, shares authorized | 900,000 | 900,000 |
Temporary equity, shares issued | 0 | |
Temporary equity, shares outstanding | 0 | 677,484 |
Temporary equity, liquidation preference | $ 685,350 | |
Class A common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares, issued | 394,800,000 | 196,100,000 |
Common stock, shares, outstanding | 394,800,000 | 196,100,000 |
Class B common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 5,100,000 | 5,100,000 |
Common stock, shares, issued | 0 | 0 |
Common stock, shares, outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
REVENUE | $ 926,244 | $ 918,688 | $ 815,401 |
OPERATING EXPENSE: | |||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 254,990 | 248,152 | 226,066 |
Selling, general and administrative expenses | 376,683 | 367,704 | 324,423 |
Depreciation | 49,574 | 51,099 | 52,358 |
Amortization | 43,645 | 49,361 | 47,002 |
Restructuring costs | (475) | 9,135 | |
Other operating (income) expense - net | (681) | 861 | 161 |
Operating expense | 724,211 | 716,702 | 659,145 |
INCOME FROM OPERATIONS | 202,033 | 201,986 | 156,256 |
OTHER EXPENSE, NET: | |||
Interest expense | (117,229) | (122,160) | (124,926) |
Gain (loss) on fair value adjustment for swaps and foreign currency exchange contract - net | 23,508 | 19,282 | (14,255) |
Unrealized foreign exchange gains (losses) - net | 24,643 | 36,406 | (45,073) |
Loss on extinguishment of debt | (2,693) | ||
Loss on fair value adjustment for warrant liabilities - net | (160,728) | ||
Other non-operating (expense) income - net | (3,051) | 612 | 139 |
Total other expense - net | (235,550) | (65,860) | (184,115) |
(LOSS) INCOME BEFORE INCOME TAXES | (33,517) | 136,126 | (27,859) |
INCOME TAX EXPENSE | (44,126) | (18,729) | (9,516) |
NET (LOSS) INCOME | (77,643) | 117,397 | (37,375) |
Net (loss) income attributable to noncontrolling interest | (89) | 329 | (182) |
Premium on early redemption of Redeemable Preferred Stock | 26,678 | ||
Redeemable Preferred Stock dividend | 43,218 | 71,393 | 64,120 |
NET (LOSS) INCOME ATTRIBUTABLE TO GETTY IMAGES HOLDINGS, INC. | $ (147,450) | $ 45,675 | $ (101,313) |
Net (loss) income per share attributable to Class A Getty Images Holdings, Inc. common | |||
Basic | $ (0.53) | $ 0.23 | $ (0.52) |
Diluted | $ (0.53) | $ 0.23 | $ (0.52) |
Weighted-average Class A common shares outstanding: | |||
Basic | 276,942,660 | 196,084,650 | 196,082,503 |
Diluted | 276,942,660 | 201,507,355 | 196,082,503 |
Class A Common Stock | |||
Weighted-average Class A common shares outstanding: | |||
Basic | 276,942,660 | 196,084,650 | 196,082,503 |
Diluted | 276,942,660 | 201,507,355 | 196,082,503 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME | |||
NET (LOSS) INCOME | $ (77,643) | $ 117,397 | $ (37,375) |
OTHER COMPREHENSIVE LOSS: | |||
Net foreign currency translation adjustment losses | (30,525) | (31,603) | 32,895 |
COMPREHENSIVE (LOSS) INCOME | (108,168) | 85,794 | (4,480) |
Less: Comprehensive (loss) gain attributable to noncontrolling interest | (89) | 328 | (179) |
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO GETTY IMAGES HOLDINGS, INC. | $ (108,079) | $ 85,466 | $ (4,301) |
CONSOLIDATED STATEMENTS OF REDE
CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Redeemable Preferred Stock After effect of recapitalization Preferred Stock | Redeemable Preferred Stock Preferred Stock | Redeemable Preferred Stock | Class A Common Stock Retroactive application of recapitalization Common Stock | Class A Common Stock After effect of recapitalization Common Stock | Class A Common Stock Private Placement Warrants Common Stock | Class A Common Stock Public Warrants Common Stock | Class A Common Stock Common Stock | Class B common stock Common Stock | Retroactive application of recapitalization Additional Paid-In Capital | After effect of recapitalization Getty Images Holdings, Inc. | After effect of recapitalization Additional Paid-In Capital | After effect of recapitalization Accumulated Deficit | After effect of recapitalization Accumulated Other Comprehensive Loss | After effect of recapitalization Noncontrolling Interest | After effect of recapitalization | Private Placement Warrants Getty Images Holdings, Inc. | Private Placement Warrants Additional Paid-In Capital | Private Placement Warrants | Public Warrants Getty Images Holdings, Inc. | Public Warrants Additional Paid-In Capital | Public Warrants | Getty Images Holdings, Inc. | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Noncontrolling Interest | Total |
Temporary Equity, Beginning Balance at Dec. 31, 2019 | $ 549,839 | $ 549,837 | ||||||||||||||||||||||||||
Temporary Equity, Beginning Balance (in shares) at Dec. 31, 2019 | 543,526 | 543,526 | ||||||||||||||||||||||||||
Stockholders Equity, Beginning Balance at Dec. 31, 2019 | $ (1,513) | $ 20 | $ 1,533 | $ 1,513 | $ (306,877) | $ 1,056,113 | $ (1,283,315) | $ (79,695) | $ 47,907 | $ (258,970) | $ (306,877) | $ 1,054,600 | $ (1,283,315) | $ (79,695) | $ 47,907 | $ (258,970) | ||||||||||||
Stockholders Equity, Beginning Balance (in shares) at Dec. 31, 2019 | 42,778,659 | 196,080,914 | 153,302,255 | |||||||||||||||||||||||||
Net (loss) income | (37,193) | (37,193) | (182) | (37,375) | ||||||||||||||||||||||||
Other comprehensive income (loss) | 32,895 | 32,895 | 3 | 32,898 | ||||||||||||||||||||||||
Issuance of common stock in connection with employee stock option exercise (in shares) | 1,598 | |||||||||||||||||||||||||||
Equity-based compensation activity | 8,007 | 8,007 | 8,007 | |||||||||||||||||||||||||
Redeemable Preferred Stock dividend | $ 64,120 | 64,100 | ||||||||||||||||||||||||||
Redeemable Preferred Stock dividends | (64,120) | (64,120) | (64,120) | |||||||||||||||||||||||||
Redeemable Preferred Stock dividend (shares) | 63,384 | |||||||||||||||||||||||||||
Temporary Equity, ending Balance at Dec. 31, 2020 | $ 613,959 | |||||||||||||||||||||||||||
Temporary Equity, ending Balance (in shares) at Dec. 31, 2020 | 606,910 | |||||||||||||||||||||||||||
Stockholders Equity, ending Balance at Dec. 31, 2020 | $ 20 | (367,288) | 1,000,000 | (1,320,508) | (46,800) | 47,728 | (319,560) | |||||||||||||||||||||
Stockholders Equity, ending Balance (in shares) at Dec. 31, 2020 | 196,082,512 | |||||||||||||||||||||||||||
Net (loss) income | 117,068 | 117,068 | 329 | 117,397 | ||||||||||||||||||||||||
Other comprehensive income (loss) | (31,603) | (31,603) | (1) | (31,604) | ||||||||||||||||||||||||
Issuance of common stock in connection with employee stock option exercise | 35 | 35 | 35 | |||||||||||||||||||||||||
Issuance of common stock in connection with employee stock option exercise (in shares) | 12,790 | |||||||||||||||||||||||||||
Equity-based compensation activity | 6,440 | 6,440 | 6,440 | |||||||||||||||||||||||||
Redeemable Preferred Stock dividend | $ 71,393 | 71,400 | ||||||||||||||||||||||||||
Redeemable Preferred Stock dividends | (71,393) | (71,393) | (71,393) | |||||||||||||||||||||||||
Redeemable Preferred Stock dividend (shares) | 70,574 | |||||||||||||||||||||||||||
Temporary Equity, ending Balance at Dec. 31, 2021 | $ 685,350 | $ 685,350 | ||||||||||||||||||||||||||
Temporary Equity, ending Balance (in shares) at Dec. 31, 2021 | 677,484 | 677,484 | ||||||||||||||||||||||||||
Stockholders Equity, ending Balance at Dec. 31, 2021 | $ 20 | (346,741) | 935,082 | (1,203,440) | (78,403) | 48,056 | (298,685) | |||||||||||||||||||||
Stockholders Equity, ending Balance (in shares) at Dec. 31, 2021 | 196,095,302 | |||||||||||||||||||||||||||
Net (loss) income | (77,554) | (77,554) | (89) | (77,643) | ||||||||||||||||||||||||
Other comprehensive income (loss) | (30,525) | (30,525) | (30,525) | |||||||||||||||||||||||||
Cumulative Effect of Accounting Change - Adoption of ASU 2019-12 (See Note 2) | (1,360) | (1,360) | (1,360) | |||||||||||||||||||||||||
Issuance of common stock in connection with employee stock option exercise | 194 | 194 | $ 194 | |||||||||||||||||||||||||
Issuance of common stock in connection with employee stock option exercise (in shares) | 1,581,275 | 2,959,000 | ||||||||||||||||||||||||||
Equity-based compensation activity | 9,547 | 9,547 | $ 9,547 | |||||||||||||||||||||||||
Redeemable Preferred Stock dividend | $ 43,218 | 43,200 | ||||||||||||||||||||||||||
Redeemable Preferred Stock dividends | (43,218) | (43,218) | (43,218) | |||||||||||||||||||||||||
Redeemable Preferred Stock dividend (shares) | 38,109 | |||||||||||||||||||||||||||
Premium on early redemption of Redeemable Preferred Stock | $ 26,678 | (26,678) | (26,678) | (26,678) | ||||||||||||||||||||||||
Redemption of Redeemable Preferred Stock for cash and share consideration | $ (755,246) | $ 2 | 140,250 | 140,248 | 140,250 | |||||||||||||||||||||||
Issuance of Class A and Class B common stock upon Business Combination and PIPE Investment, net | $ 10 | $ 1 | 694,460 | 694,449 | 694,460 | |||||||||||||||||||||||
Issuance of Class A and Class B common stock upon Business Combination and PIPE Investment, net (in shares) | 107,068,311 | 5,140,000 | ||||||||||||||||||||||||||
Issuance of common stock upon exercise of Warrants | $ 1 | $ 232,853 | $ 232,852 | $ 232,853 | $ 121 | $ 121 | $ 121 | |||||||||||||||||||||
Issuance of common stock upon exercise of Warrants (in shares) | 11,555,996 | 10,328 | ||||||||||||||||||||||||||
Issuance of common stock upon vesting of Earn-out shares | $ 6 | (6) | ||||||||||||||||||||||||||
Conversion of Class B common stock to Class A common Stock | $ (1) | (1) | (1) | |||||||||||||||||||||||||
Conversion of Class B common stock to Class A common Stock (in shares) | 5,140,000 | (5,140,000) | ||||||||||||||||||||||||||
Common shares withheld for settlement of taxes in connection with equity-based compensation | (6,267) | (6,267) | (6,267) | |||||||||||||||||||||||||
Common shares withheld for settlement of taxes in connection with equity-based compensation (in shares) | (679,914) | |||||||||||||||||||||||||||
Issuance of common stock upon vesting of Earn-out shares (in shares) | 58,999,956 | |||||||||||||||||||||||||||
Temporary Equity, ending Balance (in shares) at Dec. 31, 2022 | 0 | |||||||||||||||||||||||||||
Stockholders Equity, ending Balance at Dec. 31, 2022 | $ 39 | $ 545,081 | $ 1,936,324 | $ (1,282,354) | $ (108,928) | $ 47,967 | $ 593,048 | |||||||||||||||||||||
Stockholders Equity, ending Balance (in shares) at Dec. 31, 2022 | 394,771,254 | |||||||||||||||||||||||||||
Redemption of Redeemable Preferred Stock for cash and share consideration (in shares) | (715,593) | 15,000,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net (loss) income | $ (77,643) | $ 117,397 | $ (37,375) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation | 49,574 | 51,099 | 52,358 |
Amortization | 43,645 | 49,361 | 47,002 |
Unrealized exchange gains on foreign denominated debt | (26,636) | (39,173) | 45,553 |
Equity-based compensation | 9,292 | 6,440 | 8,002 |
Non-cash fair value adjustment for warrant liabilties - net | 160,728 | ||
Deferred income taxes - net | 15,801 | 5,793 | (11,449) |
Uncertain tax positions | (5,368) | (20,507) | 1,832 |
Restructuring | (475) | 9,135 | |
Non-cash fair value adjustment for swaps and foreign currency exchange contracts - net | (22,005) | (20,196) | 15,943 |
Amortization of debt issuance costs | 6,096 | 6,741 | 5,601 |
Non cash operating lease costs | 9,760 | ||
Impairment of right of use assets | 2,563 | ||
Loss on extinguishment of debt | 2,693 | ||
Transaction cost allocated to common stock warrants | 4,262 | ||
Non-cash fair value adjustment of contingent consideration | (4,039) | 1,373 | |
Other | 3,428 | (250) | 1,802 |
Changes in current assets and liabilities: | |||
Accounts receivable | 6,016 | (16,075) | 9,061 |
Accounts payable | 6,001 | (555) | 7,400 |
Accrued expenses | (14,231) | 18,712 | (13,443) |
Lease liabilities, non-current | (11,408) | ||
Income taxes receivable/payable | (188) | 320 | 2,523 |
Interest Payable | 261 | ||
Deferred revenue | 9,140 | 24,783 | 4,483 |
Other | (4,625) | 4,102 | 35 |
Net cash provided by operating activities | 163,117 | 188,890 | 148,463 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Acquisition of property and equipment | (59,291) | (49,317) | (44,862) |
Purchase of a Minority Investment | (2,000) | (8,500) | |
Acquisition of a business, net of cash acquired | (89,206) | ||
Other investing activities | 1,597 | (122) | |
Net cash used in investing activities | (61,291) | (136,926) | (53,484) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Cash contributions from business combination | 864,164 | ||
Cash paid for equity issuance costs | (106,917) | (1,851) | |
Payment of Redeemable Preferred Stock | (614,996) | ||
Repayment of debt | (310,400) | (17,449) | (52,007) |
Cash paid for settlement of employee taxes related to option exercises | (6,267) | ||
Proceeds from option and warrant exercises | 313 | 35 | 5 |
Redemption of Warrants for cash | (244) | ||
Payment of contingent consideration | (10,000) | ||
Net cash used in financing activities | (184,347) | (19,265) | (52,002) |
EFFECTS OF EXCHANGE RATE FLUCTUATIONS | (6,614) | (2,479) | 104 |
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (89,135) | 30,220 | 43,081 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Beginning of period | 191,529 | 161,309 | 118,228 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - End of period | 102,394 | 191,529 | 161,309 |
SUPPLEMENTAL DISCLOSURES: | |||
Interest paid | 110,909 | 115,258 | 119,506 |
Income taxes paid, including foreign taxes withheld | $ 30,800 | $ 32,300 | $ 12,900 |
DESCRIPTION OF THE BUSINESS
DESCRIPTION OF THE BUSINESS | 12 Months Ended |
Dec. 31, 2022 | |
DESCRIPTION OF THE BUSINESS | |
DESCRIPTION OF THE BUSINESS | 1. DESCRIPTION OF THE BUSINESS Getty Images Holdings, Inc. (the “Company” or “Getty Images”) is a preeminent global visual content creator and marketplace. Through Getty Images, iStock, and Unsplash, the Company offers a full range of content, with over 520 million assets available through its industry-leading sites. The Company services businesses in almost every country in the world with websites in 23 languages bringing content to media outlets, advertising agencies and corporations and, increasingly, serving individual creators and prosumers. On July 22, 2022 (the “Closing Date”), the Company consummated the transactions in the Business Combination Agreement, dated December 9, 2021 (the “Business Combination Agreement” and the consummation of such transactions, the “Closing”), by and among CC Neuberger Principal Holdings II, a Cayman Islands exempted company (“CCNB”), the Company (at such time, Vector Holding, LLC, a Delaware limited liability company and wholly-owned subsidiary of CCNB), Vector Domestication Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Domestication Merger Sub”), Vector Merger Sub 1, LLC, a Delaware limited liability company and a wholly-owned subsidiary of CCNB (“G Merger Sub 1”), Vector Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of CCNB (“G Merger Sub 2”), Griffey Global Holdings, Inc., a Delaware corporation (“Legacy Getty”), and Griffey Investors, L.P., a Delaware limited liability company (the “Partnership”). On the day prior to the Closing Date, the Company statutorily converted from a Delaware limited liability company to a Delaware corporation (the “Statutory Conversion”). On the Closing Date, CCNB merged with and into Domestication Merger Sub, with Domestication Merger Sub surviving the merger as a wholly-owned direct subsidiary of the Company (the “Domestication Merger”). Following the Domestication Merger on the Closing Date, G Merger Sub 1 merged with and into Legacy Getty, with Legacy Getty surviving the merger as an indirect wholly-owned subsidiary of the Company (the “First Getty Merger”). Immediately after the First Getty Merger, Legacy Getty merged with and into G Merger Sub 2 with G Merger Sub 2 surviving the merger as an indirect wholly-owned subsidiary of the Company (the “Second Getty Merger” and together with the First Getty Merger, the “Getty Mergers” and, together with the Statutory Conversion and the Domestication Merger, the “Business Combination”). See “ Note 3 — Business Combination Legacy Getty was incorporated in Delaware on September 25, 2012, and in October of the same year, indirectly acquired Getty Images, Inc. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Principles Basis of Presentation Legacy Getty was determined to be the accounting acquirer based on the following predominant factors: ● ● ● ● The consolidated assets, liabilities and results of operations prior to the Business Combination are those of Legacy Getty. The shares and corresponding capital amounts and earnings per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the exchange ratio of 1.27905 (the “Exchange Ratio”) established in the Business Combination. Certain immaterial changes in presentation have been made to conform the prior period presentation to current period reporting. Estimates and Assumptions Principles of Consolidation Noncontrolling Interest Net (Loss) Income Per Share Attributable to Common Stockholders Diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since the effect of potentially dilutive securities is anti-dilutive given the net loss of the Company. Diluted net income per share is computed by dividing the net income attributable to common stockholders by the weighted average common shares outstanding and all potential common shares, if they are dilutive. The potentially dilutive effect of options or warrants are computed using the treasury stock method. Securities that potentially have an anti-dilutive effect are excluded from the diluted earnings per share calculation. Foreign Currencies Derivative Instruments reported as a component of OCI and is subsequently recognized in earnings when the hedged exposure affects earnings. The ineffective portion of the gain or loss is recognized in earnings. For derivative instruments designated as either fair value or cash flow hedges, changes in the time value are excluded from the assessment of hedge effectiveness and are recognized in earnings. Gains and losses from changes in fair values of derivatives that are not designated as hedges for accounting purposes are recognized in “Gain (loss) on fair value adjustment for swaps and foreign currency exchange contracts — net” in the Consolidated Statements of Operations. As of December 31, 2022, 2021, and 2020 the Company did not have any derivatives designated as hedging instruments as defined by the derivative instruments and hedging activities accounting guidance. See “ Note 6 — Derivative Instruments Cash, Cash Equivalents and Restricted Cash As of December 31, 2022 2021 Cash and cash equivalents $ 97,912 $ 186,301 Restricted cash 4,482 5,228 Total cash, cash equivalents and restricted cash $ 102,394 $ 191,529 Cash equivalents are short-term, highly liquid investments that are both readily convertible to cash and have maturities at the date of acquisition of three months or less. Cash equivalents are generally composed of investment-grade debt instruments subject to lower levels of credit risk, including certificates of deposit and money market funds. The Company’s current cash and cash equivalents consist primarily of cash on hand, bank deposits, and money market accounts. Restricted cash consists primarily of cash held as collateral related to corporate credit cards and real estate lease obligations. Fair Value Measurements The three-tier fair value hierarchy prioritizes the inputs used in the valuation methodologies. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 Level 2 Level 3 Contingent Consideration Accounts Receivable Net Allowance for doubtful accounts is calculated based on historical losses, existing economic conditions, and analysis of specific older account balances of customer and delegate accounts. Trade receivables are written off when collection efforts have been exhausted. Allowance for doubtful accounts changed as follows during the years presented (in thousands): Year Ended December 31, 2022 2021 2020 Beginning of year $ 5,946 $ 7,773 $ 7,843 Provision 1,465 750 2,002 Deductions (951) (2,577) (2,072) End of year $ 6,460 $ 5,946 $ 7,773 Deductions represent balances written off, net of amounts recovered that had previously been written off, and the effect of exchange rate fluctuations. Property and Equipment Net Depreciation is recognized on a straight-line basis over the estimated useful lives of the assets or, for leasehold improvements, over the shorter of the remaining original term of the lease or the estimated life of the related asset. Minority Investment without Readily Determinable Fair Value The investments are holdings in a privately held companies that are not exchange traded and therefore not supported with observable market prices. The Company periodically evaluates the carrying value of the minority investment, or when events and circumstances indicate that the carrying amount of an asset may not be recovered. As of December 31, 2022, 2021 and 2020, no adjustments to the carrying values of the Company’s long-term investments were identified as a result of this assessment. Changes in performance negatively impacting operating results and cash flows of these investments could result in the Company recording an impairment charge in future periods. Goodwill Identifiable Intangible Assets that it is more likely than not that the indefinite-lived asset is impaired. Intangible assets with a finite life and long-lived assets are reviewed for impairment whenever an event occurs, or circumstances change that indicate their carrying value may not be recoverable through projected undiscounted cash flows expected to be generated by the asset. If the evaluation of the projected cash flows indicates that the carrying value of the asset is not recoverable, the asset is written down to its fair value. Loans Receivable Restructuring Costs Leases Leases Effective January 1, 2022, the Company adopted ASC 842. In accordance with ASC 842, the Company first determines if an arrangement contains a lease and the classification of that lease, if applicable, at inception. This standard requires the recognition of right-of-use (“ROU”) assets and lease liabilities for the Company’s operating leases. For contracts with lease and non-lease components, the Company has elected not to allocate the contract consideration, and to account for the lease and non-lease components as a single lease component. The Company has also elected not to recognize a lease liability or ROU asset for leases with a term of 12 months or less, and recognize lease payments for those short-term leases on a straight-line basis over the lease term in the Consolidated Statements of Operations. Operating leases are included in “Right of use assets”, “Accrued expenses” and “Lease liabilities” (net of current portion) in the Consolidated Balance Sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments under the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The implicit rate within the Company’s leases is generally not determinable and therefore the incremental borrowing rate at the lease commencement date is utilized to determine the present value of lease payments. The determination of the incremental borrowing rate requires judgment. Management determines the incremental borrowing rate for each lease using the Company’s estimated borrowing rate, adjusted for various factors including level of collateralization, term and currency to align with the terms of the lease. The ROU asset also includes any lease prepayments, offset by lease incentives. Certain of the Company’s leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when the Company is reasonably certain that the option will be exercised. An option to terminate is considered unless the Company is reasonably certain the option will not be exercised. The ROU assets are reviewed for impairment with the Company’s long-lived assets Deferred Offering Costs — Related-Party Transactions On June 15, 2016, Getty SEA, a subsidiary of the Company, entered into various agreements with Visual China Group Holding Limited (“VCG”). As part of those agreements, Getty SEA issued $24.0 million in an unsecured note receivable to VCG. This note receivable bears interest at 2.5% per annum with an August 18, 2036 due date. VCG is also a minority interest stockholder of Getty SEA. As of December 31, 2022 and 2021 this unsecured note receivable is included in “Other long-term assets” in the Consolidated Balance Sheets. Revenue Recognition The Company recognizes revenue gross of contributor royalties because the Company is the principal in the transaction as it is the party responsible for the performance obligation and it controls the product or service before transferring it to the customer. The Company also licenses content to customers through third-party delegates worldwide (approximately 3% of total revenues for the years ended December 31, 2022, 2021 and 2020). Delegates sell the Company’s products directly to customers as the principal in those transactions. Accordingly, the Company recognizes revenue net of costs paid to delegates. Delegates typically earn and retain 35% to 50% of the license fee, and the Company recognizes the remaining 50% to 65% as revenue. The Company maintains a credit department that sets and monitors credit policies that establish credit limits and ascertains customer creditworthiness, thus reducing the risk of potential credit loss. Revenue is not recognized unless it is determined that collectability is reasonably assured. Revenue is recorded at invoiced amounts (including discounts and applicable sales taxes) less an allowance for sales returns, which is based on historical information. Customer payments received in advance of revenue recognition are contract liabilities and are recorded as deferred revenue. Customers that do not pay in advance are invoiced and are required to make payments under standard credit terms. The Company recognizes revenue under the core principle to depict the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. In order to achieve that core principle, the Company applies the following five-step approach: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when a performance obligation is satisfied. For digital content licenses, the Company recognizes revenue on both its capped subscription-based, credit-based sales and single image licenses when content is downloaded, at which time the license is provided. In addition, management estimates expected unused licenses for capped subscription-based and credit-based products and recognizes the revenue associated with the unused licenses throughout the subscription or credit period. The estimate of unused licenses is based on historical download activity and future changes in the estimate could impact the timing of revenue recognition of the Company’s subscription products. For uncapped digital content subscriptions, the Company has determined that access to the existing content library and future digital content updates represent two separate performance obligations. As such, a portion of the total contract consideration related to access to the existing content library is recognized as revenue at the commencement of the contract when control of the content library is transferred. The remaining contractual consideration is recognized as revenue ratably over the term of the contract when updated digital content is transferred to the licensee, in line with when the control of the new content is transferred. See “Note 14 — Revenue Segment and Geographic Information Cost of Revenue who choose to work with the Company under contract typically receive royalties between 20% to 50% of the total license fee charged customers. The Company also owns the copyright to certain content in its collections (wholly owned content), including content produced by staff photographers for the Editorial Stills product, for which the Company does not pay any third-party royalties. Cost of revenue also includes costs of assignment photo shoots but excludes depreciation and amortization associated with creating or buying content. Sales Commissions Equity-Based Compensation Common Stock Warrants The Company evaluated the Public, Private Placement and Forward Purchase Warrants (together “the Warrants”) under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity The Public Warrants were publicly traded and thus had an observable market price to estimate fair value. The Forward Purchase Warrants, which had identical terms as the Public Warrants, were valued similar to the Public Warrants. The Private Placement Warrants were valued using a Black-Scholes option-pricing model as described in “ Note 7 — Fair Value of Financial Instruments As described in “ Note 5 Advertising and Marketing — Income Taxes reviewed and adjusted based on management’s assessments of realizable deferred tax assets. The Company accounts for the global intangible low-tax income (“GILTI”) earned by foreign subsidiaries included in gross U.S. taxable income in the period incurred. See “Note 20 — Income Taxes” for further information. Segments Concentration of Credit Risk Concentration of credit risk with respect to trade receivables is limited due to the large number of customers and their dispersion across many geographic areas. No single customer represented 10% or more of the Company’s total revenue or accounts receivable in any of the years presented. Recently Adopted Accounting Standard Updates — Leases In December 2019, the FASB issued ASU 2019-12, “ Simplifying the Accounting for Income Taxes Recently Issued Accounting Standard Updates — Financial Instruments — Credit Losses Subsequent Events |
BUSINESS COMBINATION
BUSINESS COMBINATION | 12 Months Ended |
Dec. 31, 2022 | |
BUSINESS COMBINATION | |
BUSINESS COMBINATION | 3. BUSINESS COMBINATION As discussed in “ Note 1 – Description of Business In addition to the consideration paid at Closing, during a period to expire 10 years from the Closing Date (the “Earn-Out Period”), within 10 business days after the occurrence of an applicable triggering event, as described below, the Company was required to issue to former equity holders of Legacy Getty an aggregate of up to 59,000,000 shares of the Company’s Class A common stock (the “Earn-Out Shares”), upon the terms and subject to the conditions set forth in the Business Combination Agreement and the other agreements contemplated thereby. The Earn-Out Shares were issuable in three equal tranches if (i) the volume weighted average price of the shares of the Company’s Class A common stock over any 20 trading days within any 30 consecutive trading day period was greater than or equal to $12.50, $15.00 and $17.50, respectively, or (ii) if there was a change of control of the Company prior to the expiration of the Earn-Out Period that would result in the holders of shares of the Company’s Class A common stock receiving a price per share equal to or in excess of $12.50, $15.00 and $17.50, respectively. The Earn-Out Shares were accounted for as equity-classified equity instruments and recorded in additional paid-in capital as part of the Business Combination. Pursuant to a certain letter agreement executed concurrently with the Business Combination Agreement (the “Sponsor Side Letter”), CC Neuberger Principal Holdings II Sponsor, LLC (the “Sponsor”), its independent directors and certain affiliates, agreed to convert, through a series of transactions, 5,140,000 of its CCNB Class B common stock into 2,570,000 Series B-1common stock and 2,570,000 Series B-2 common stock of the Company (the shares of Series B-2 common stock together with the shares of Series B-1 common stock, the “Restricted Sponsor Shares”), which were subject to forfeiture if certain vesting events are not satisfied. The Series B-1 common stock and Series B-2 common stock would vest and convert into shares of Class A common stock if (i) the volume weighted average price of the shares of the Company’s Class A common stock over any 20 trading days within any 30 consecutive trading day period was greater than or equal to $12.50 and $15.00, respectively, or (ii) if there was a change of control of the Company that would result in the holders of shares of the Company’s Class A common stock receiving a price per share equal to or in excess of $12.50 and $15.00, respectively. The Restricted Sponsor Shares are accounted for as equity-classified equity instruments and recorded in additional paid-in capital as part of the Business Combination. Concurrent with the execution of the Business Combination Agreement, CCNB and the Company entered into Subscription Agreements (the “PIPE Subscription Agreements”) with the Sponsor and Getty Investments. Additionally, on December 28, 2021, CCNB and the Company entered into the Permitted Equity Subscription Agreement with Multiply Group (the “Permitted Equity Subscription Agreement”). On July 22, 2022, Getty Investments entered into an additional subscription agreement with the Company (the “Additional Getty Subscription Agreement”). Pursuant to the PIPE Subscription Agreements, the Permitted Equity Subscription Agreement and the Additional Getty Subscription Agreement, on the Closing Date, the Sponsor, Getty Investments and Multiply Group subscribed for and purchased, and CCNB and the Company issued and sold to such investors, an aggregate of 36,000,000 shares of the Company’s Class A common stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $360.0 million (the “PIPE Financing”). On the Closing Date, the Company completed the issuance and sale of 20,000,000 shares of the Company’s Class A common stock and 3,750,000 Forward Purchase Warrants to Neuberger Berman Opportunistic Capital Solutions Master Fund LP (“NBOKS”) for an aggregate purchase price of $200.0 million, in connection with the Forward Purchase Agreement. Refer to “ Note 5 – Common Stock Warrants Additionally, on the Closing Date, the Company completed the sale of 30,000,000 shares of the Company’s Class A common stock to NBOKS, for a purchase price of $10.00 per share and aggregate purchase price of $300.0 million, pursuant to that certain Backstop Facility Agreement dated November 16, 2020, as amended. Upon the closing of the Business Combination, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 2,006,140,000 shares, $0.0001 par value per share, of which, 2,000,000,000 shares are designated as Class A common stock, 5,140,000 shares are designated as Class B common stock, and 1,000,000 shares are designated as preferred stock. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, CCNB was treated as the “acquired” company and Getty Images is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Getty Images issuing stock for the net assets of CCNB, accompanied by a recapitalization. The net assets of CCNB are stated at historical cost, with no goodwill or other The following table reconciles the elements of the Business Combination to the Consolidated Statement of Cash Flows and the Consolidated Statements of Redeemable Preferred Stock and Stockholders’ Equity (Deficit) for the year ended December 31, 2022 (in thousands): Cash – CCNB trust and cash, net of redemptions $ 4,164 Cash – PIPE Financing 360,000 Cash – Forward Purchase Agreement 200,000 Cash – Backstop Agreement 300,000 Less: Cash paid to redeem Redeemable Preferred Stock (614,996) Less: Transaction costs paid during the year ended December 31, 2022 (106,917) Net cash contributions from the Business Combination and related transactions $ 142,251 Add: Non-cash assets received from CCNB 806 Add: Transaction costs allocated to warrants 4,262 Add: Cash paid to redeem Redeemable Preferred Stock 614,996 Add: Tax effect of change in tax basis due to business combination 6,508 Less: Fair value of Public, Private Placement and Forward Purchase Warrants (72,374) Less: Transaction costs previously paid by Legacy Getty during 2021 or accrued at December 31, 2022 (1,989) Net Business Combination and related transactions, excluding Redeemable Preferred Stock redemption $ 694,460 Add: Fair value of Class A common stock issued to redeem Redeemable Preferred Stock 140,250 Net Business Combination and related transactions, including Redeemable Preferred Stock redemption $ 834,710 The number of shares of common stock issued immediately following the consummation of the Business Combination: Common stock of CCNB, net of redemptions 508,311 CCNB shares held by the Sponsor 25,700,000 Shares issued in the PIPE Financing 36,000,000 Shares issued in the Forward Purchase Agreement 20,000,000 Shares issued in the Backstop Agreement 30,000,000 Total shares issued in Business Combination and related transactions 112,208,311 Shares issued for Getty Images common stock 196,938,915 Shares issued upon redemption of Getty Images Redeemable Preferred Stock 15,000,000 Total shares of common stock immediately following the Business Combination 324,147,226 CCNB shares held by the Sponsor in the table above include 5,140,000 Restricted Sponsor Shares. |
ACQUISITION
ACQUISITION | 12 Months Ended |
Dec. 31, 2022 | |
ACQUISITION | |
ACQUISITION | 4. ACQUISITION On April 1, 2021 (the “Closing Date”), the Company acquired Unsplash Inc. (“Unsplash”) in exchange for $95.4 million in cash plus additional conditional payments (“Contingent Consideration”). The Contingent Consideration payments are based on revenue of Unsplash for (i) the period commencing May 1, 2021 and ending on the earlier of when the trailing 12-month revenues of Unsplash reaches $10.0 million or two years (the “Two-Year Earnout”), and (ii) the period commencing May 1, 2021 and ending on the earlier of when the trailing 12-month revenues of the Unsplash reaches $30.0 million or three years (the “Three-Year Earnout”). If the Two-Year Earnout is met, the payment will be $10.0 million, plus $1.0 thousand for every $1.0 million in revenues that exceed $10.0 million and $2.5 thousand for every $1.0 million in revenues that exceeds $20.0 million in that trailing 12-month period. The Two-Year Earnout was met and payment of $10.0 million was made during the year ended December 31, 2022. If the Three-Year Earnout is met, the payment will be $10.0 million, plus $1.0 thousand for every $1.0 million in revenues that exceed $30.0 million and $2.5 thousand for every $1.0 million in revenues that exceeds $60.0 million in that trailing 12-month period. To estimate the fair value of the Contingent Consideration, the Company used a variation of an income approach where revenue was simulated in a risk-neutral framework using Geometric Brownian Motion, which is a model of stock price behavior that is used in option pricing models such as the Black-Scholes option pricing model. The real options method extends this model to situations where the asset of interest (revenue in this case) is not priced in the market. The Company determined the acquisition-date fair value of the Contingent Consideration to be $13.2 million, based on the likelihood of paying cash related to the contingent earn-out clauses, as part of the consideration transferred. See “ Note 7 — Fair Value of Financial Instruments The components of the fair value of consideration transferred are as follows (in thousands): Cash $ 95,418 Contingent Consideration 13,200 Total fair value of consideration transferred $ 108,618 The transaction was accounted for using the acquisition method and, accordingly, the results of the acquired business have been included in the Company’s results of operations from the acquisition date. In connection with the acquisition, the Company incurred approximately $0.4 million of transaction costs. Unsplash provides a platform for sharing exclusively curated, world-class images, free for use. With more than 102 million image downloads and 20 billion image views per month, Unsplash has become a leading source for visuals on the internet. This acquisition will allow the Company to increase its presence across the full spectrum of the world’s growing creative community. The fair value of consideration transferred in this business combination was allocated to the intangible and tangible assets acquired and liabilities assumed at the acquisition date, with the remaining unallocated amount recorded as goodwill. Goodwill is primarily attributed to assembled workforce of Unsplash and expected synergies from combining operations. Goodwill recognized for this acquisition was allocated to the Company’s one operating segment and is generally not tax deductible. The aggregate purchase price was allocated to the assets acquired and liabilities assumed as follows (in thousands): Fair Value at Assets acquired and liabilities assumed: Acquisition Date Cash and cash equivalents $ 6,213 Accounts receivable 1,061 Other current assets 736 Prepaid expenses 118 Property and equipment 1,729 Other long term assets 306 Identifiable intangible assets 23,900 Goodwill 75,782 Total assets acquired $ 109,845 Accounts payable and accrued expenses (128) Deferred income tax liability (1,099) Total liabilities assumed (1,227) Net assets acquired $ 108,618 The identifiable intangible assets, which include contributor content, customer relationships, developed technology, and trade names, have a weighted average life of approximately 6.0 years and are being amortized on a straight-line basis. The fair value of the customer relationships was determined using a variation of the income approach known as the multiple-period excess earnings method. The fair value of the trade names and developed technology were determined using the relief-from-royalty method and the fair value of the contributor content was determined using the cost-to-recreate method. The revenue and operating loss from Unsplash included in the Company’s consolidated statements of operations for the year ended December 31, 2021 was $5.8 million and $1.2 million, respectively. |
COMMON STOCK WARRANTS
COMMON STOCK WARRANTS | 12 Months Ended |
Dec. 31, 2022 | |
COMMON STOCK WARRANTS | |
COMMON STOCK WARRANTS | 5. COMMON STOCK WARRANTS Public Warrants The Company redeemed the Public Warrants at a price of $0.01 per warrant after the sale price of Class A common stock equaled or exceeded $18.00 per share for 20 30 Private Placement Warrants — In August 2022, all of the Private Placement Warrants were exercised on a cashless basis for 11,555,996 shares of Class A common stock. The fair value of the Private Placement Warrants was remeasured upon the exercise of the warrants, resulting in an non-cash loss of $176.6 million recorded in “Loss on fair value adjustment for warrant liabilities — net” Consolidated Statements of Operations. Forward Purchase Warrants — The Company concluded the Public, Private Placement and Forward Purchase Warrants meet the definition of a derivative under ASC 815-40 (as described in “ Note 2 — Summary of Significant Accounting Policies On September 19, 2022, the Company announced that it had elected to redeem all of the outstanding Public Warrants and Forward Purchase Warrants that remain outstanding at 5:00 p.m. New York City time on October 19, 2022 for $0.01 per warrant. 10,328 Public Warrants were exercised for an aggregate cash payment of $0.1 million. Effective October 19, 2022, the remaining Public Warrants and Forward Purchase Warrants were redeemed for $0.2 million. The fair value of the Public and Forward Purchase Warrants was remeasured upon the exercise and redemption of the warrants, resulting in a non-cash gain of $15.9 million recorded in “Loss on fair value adjustment for warrant liabilities — net” Consolidated Statements of Operations. As of December 31, 2022, there are no outstanding Public, Private Placement or Forward Purchase Warrants. |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 12 Months Ended |
Dec. 31, 2022 | |
DERIVATIVE INSTRUMENTS | |
DERIVATIVE INSTRUMENTS | 6. DERIVATIVE INSTRUMENTS Foreign Currency Risk $1.7 million and loss $0.9 million of loss for the years ended December 31, 2022, 2021 and 2020, respectively. These gains and losses are recognized in “Gain (loss) on fair value adjustment for swaps and foreign currency exchange contract — net” in the accompanying Consolidated Statements of Operations. Interest Rate Risk For the interest rate swaps, the Company recognized gain of $22.8 million, gain of $17.6 million and loss of $13.3 million on these derivative instruments for the years ended December 31, 2022, 2021 and 2020, respectively. The Company does not hold or issue derivative financial instruments for trading purposes. In general, the Company’s derivative activities do not create foreign currency exchange rate risk because fluctuations in the value of the instruments used for economic hedging purposes are offset by fluctuations in the value of the underlying exposures being hedged. Counterparties to derivative financial instruments expose the Company to credit related losses in the event of nonperformance; however, the Company has entered into these instruments with creditworthy financial institutions and considers the risk of nonperformance to be minimal. The following table summarizes the location and fair value amounts of derivative instruments reported in the Consolidated Balance Sheets (in thousands): As of December 31, 2022 2021 Asset Liability Asset Liability Derivatives not designated as hedging instruments: Interest rate swaps $ 9,032 $ — $ — $ 13,759 Foreign currency exchange options — — 804 — Total derivatives $ 9,032 $ — $ 804 $ 13,759 Short-term derivative assets are included in “Other current assets” and long-term derivative assets are included in “Other long-term assets” on the Consolidated Balance Sheet. Short-term derivative liabilities are included in “Accrued expenses” and long-term derivative liabilities are included in “Other long-term liabilities” on the Consolidated Balance Sheet. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2022 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 7. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s disclosable financial instruments consist of cash equivalents, forward foreign currency exchange contracts, interest rate swaps, debt, contingent consideration and common stock warrants. Assets and liabilities measured at fair value on a recurring basis (cash equivalents, forward exchange contracts, interest rates swaps and common stock warrants) and a nonrecurring basis (debt) are categorized in the tables below based on the levels discussed in “ Note 2 — Summary of Significant Accounting Policies ”. Financial instrument assets recorded at fair value as of December 31 are as follows (in thousands): As of December 31, 2022 Level 1 Level 2 Level 3 Total Money market funds (cash equivalents) $ 20,462 $ — $ — $ 20,462 Derivative assets: Interest rate swaps — 9,032 — 9,032 $ 20,462 $ 9,032 $ — $ 29,494 As of December 31, 2021 Level 1 Level 2 Level 3 Total Money market funds (cash equivalents) $ 30,096 $ — $ — $ 30,096 Derivative assets: Foreign currency exchange options — 804 — 804 $ 30,096 $ 804 $ — $ 30,900 The fair value of the Company’s money market funds is based on quoted active market prices for the funds and is determined using the market approach. Financial instrument liabilities recorded or disclosed at fair value as of December 31 are as follows (in thousands): As of December 31, 2022 Level 1 Level 2 Level 3 Total Term Loans $ — $ 1,112,990 $ — $ 1,112,990 Senior Notes — 297,354 — 297,354 $ — $ 1,410,344 $ — $ 1,410,344 As of December 31, 2021 Level 1 Level 2 Level 3 Total Term Loans $ — $ 1,475,759 $ — $ 1,475,759 Senior Notes — 318,375 — 318,375 Contingent Consideration — — 14,039 14,039 Derivative liabilities: Interest Rate Swap Contracts — 13,759 — 13,759 $ — $ 1,807,893 $ 14,039 $ 1,821,932 The fair value of the Company’s Term Loans and Senior Notes are based on market quotes provided by a third-party pricing source. See “ Note 12 — Debt The fair value of the Company’s interest rate swap contracts and foreign currency exchange contracts are based on market quotes provided by the counterparty. Quotes by the counterparty are calculated based on observable current rates and forward interest rate curves and exchange rates. The Company recalculates and validates this fair value using publicly available market inputs using the market approach. Contingent Consideration the Company classified the financial liability as Level 3. The fair value of the Contingent Consideration may change significantly as additional data is obtained, impacting the Company’s assumptions regarding probabilities of outcomes used to estimate the fair value of the liabilities. In evaluating this information, considerable judgment is required to interpret the data used to develop the assumptions and estimates. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts, and such changes could materially impact the Company’s results of operations in future periods. The Contingent Consideration payments are based on revenue of Unsplash as outlined in “ Note 4 — Acquisition. The following table provides quantitative information associated with the fair value measurements of the Company’s Level 3 inputs: Fair Value as of December 31, 2022 Valuation (in thousands) Technique Unobservable Input Range Contingent Consideration $ — Probability-adjusted discounted cash flow Probabilities of success — % Years until milestone is expected to be achieved 1.57 years Discount rate 9.94 % This Contingent Consideration was valued using an income approach where revenue was simulated in a risk-neutral framework using Geometric Brownian Motion, a model of stock price behavior that is used in option pricing models such as the Black-Scholes option pricing model. The real options method extends this model to situations where the asset of interest (revenue in this case) is not priced in the market. The significant unobservable inputs used in the fair value measurement of the Contingent Consideration forecasts of expected future revenues and the probability of achievement of those forecasts. Increases in the assessed likelihood of a higher payout under a Contingent Consideration arrangement contribute to increases in the fair value of the related liability. Conversely, decreases in the assessed likelihood of a higher payout under a Contingent Consideration arrangement contribute to decreases in the fair value of the related liability. The following table presents changes in the fair value of the Contingent Consideration for the years ended December 31 (in thousands): Year end December 31, 2022 2021 Balance, beginning of period $ 14,039 $ — Issuance of Contingent Consideration in connection with acquisition — 13,200 Payment (10,000) — Change in fair value of Contingent Consideration (4,039) 839 Balance, end of period $ — $ 14,039 Public, Private Placement and Forward Purchase Warrants The Private Placement Warrants, all of which were exercised on a cashless basis in August 2022, were valued based on a Black-Scholes option pricing model, using assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Private Placement Warrants were collectively classified as a Level 3 measurement within the fair value hierarchy because the valuation model involves the use of unobservable inputs relating to the Company’s estimate of its expected stock volatility, which was developed based on the historical volatility of a publicly traded set of peer companies. Changes in the fair value of the Private Placement Warrant liability related to updated assumptions and estimates are recognized within the Consolidated Statements of Operations as a non-operating expense. The changes in the fair value of the Private Placement Warrant liability resulted from changes in the fair values of the underlying Class A common shares and its associated volatilities. The following table presents the change in the fair value of the Private Placement Warrants for the year ended December 31, 2022 (in thousands): Year end December 31, 2022 Balance, beginning of period $ — Assumed in Business Combination (Note 3) 56,237 Change in fair value 176,616 Exercise (232,853) Balance, end of period $ — |
PROPERTY AND EQUIPMENT - NET
PROPERTY AND EQUIPMENT - NET | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT - NET | |
PROPERTY AND EQUIPMENT - NET | 8. PROPERTY AND EQUIPMENT – NET Property and equipment consisted of the following at the reported Balance Sheet dates (in thousands, except years): Estimated Useful Lives December 31, (in Years) 2022 2021 Contemporary imagery 5 $ 377,858 $ 379,837 Computer hardware purchased 3 6,783 5,639 Computer software developed for internal use 3 119,516 114,434 Leasehold improvements 2–20 8,361 11,459 Furniture, fixtures and studio equipment 5 10,856 15,167 Archival imagery 40 94,043 97,547 Other 3–4 2,352 2,439 Property and equipment 619,769 626,522 Less: accumulated depreciation (447,686) (455,626) Property and equipment, net $ 172,083 $ 170,896 Included in archival imagery as of December 31, 2022 and 2021 was $10.0 million and $10.3 million respectively, of imagery that has an indefinite life and therefore is not amortized. |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2022 | |
GOODWILL. | |
GOODWILL | 9. GOODWILL Goodwill was tested for impairment as of October 1, 2022 and 2021. The Company did not recognize a goodwill impairment charge during the year ended December 31, 2022 and 2021. The fair value of the Goodwill was estimated using both market indicators of fair value and the expected present value of future cash flows. As of December 31, 2022 and 2021, the accumulated impairment loss on Goodwill was $525.0 million. Goodwill changed during the years presented as follows (in thousands): Goodwill Accumulated before impairment impairment charge Goodwill – net December 31, 2020 $ 1,955,837 $ (525,000) $ 1,430,837 Effects of fluctuations in foreign currency exchange rates (3,374) — (3,374) Goodwill related to acquisition 75,782 — 75,782 December 31, 2021 $ 2,028,245 $ (525,000) $ 1,503,245 Effects of fluctuations in foreign currency exchange rates (3,667) — (3,667) December 31, 2022 $ 2,024,578 $ (525,000) $ 1,499,578 |
IDENTIFIABLE INTANGIBLE ASSETS
IDENTIFIABLE INTANGIBLE ASSETS - NET | 12 Months Ended |
Dec. 31, 2022 | |
IDENTIFIABLE INTANGIBLE ASSETS - NET | |
IDENTIFIABLE INTANGIBLE ASSETS - NET | 10. IDENTIFIABLE INTANGIBLE ASSETS — NET Identifiable intangible assets consisted of the following at December 31 (in thousands, except years): As of December 31, 2022 2022 2021 Range of Estimated Useful Lives Gross Accumulated Net Gross Accumulated Net (Years) Amount Amortization Amount Amount Amortization Amount Trade name Indefinite $ 389,484 $ — $ 389,484 $ 402,581 $ — $ 402,581 Trademarks and trade names 5 – 10 104,053 (104,026) 27 104,174 (96,041) 8,133 Patented and unpatented technology 3 – 10 109,275 (103,419) 5,856 112,288 (97,818) 14,470 Customer lists, contracts, and relationships 5 – 11 391,454 (367,273) 24,181 404,421 (350,997) 53,424 Non-compete Covenant 3 900 (900) — 900 (811) 89 Other identifiable intangible assets 3 – 13 5,059 (5,059) — 7,110 (6,955) 155 $ 1,000,225 $ (580,677) $ 419,548 $ 1,031,474 $ (552,622) $ 478,852 The Getty Images trade name was valued using an estimated royalty rate which considered name recognition, licensing practices of the Company and its competitors for similar services, and other relevant qualitative factors. Based on balances at December 31, 2022, the estimated aggregate amortization expense for identifiable intangible assets for the next five years is as follows (in thousands): Fiscal Years Ended December 31, 2023 $ 23,892 2024 $ 2,092 2025 $ 2,083 2026 $ 729 2027 $ 279 |
OTHER ASSETS AND LIABILITIES
OTHER ASSETS AND LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
OTHER ASSETS AND LIABILITIES | |
OTHER ASSETS AND LIABILITIES | 11. OTHER ASSETS AND LIABILITIES Other Long-Term Assets Year end December 31, 2022 2021 Long term note receivable from a related party (Note 2) $ 24,000 $ 24,000 Minority and other investments 12,097 10,621 Derivative asset (Note 7) 9,032 — Tax receivable (Note 13) 2,700 3,300 Equity method investment 2,064 1,207 Long term deposits 1,609 1,754 Other 450 210 $ 51,952 $ 41,092 Accrued Expenses Year end December 31, 2022 2021 Accrued compensation and related costs $ 23,851 $ 38,232 Lease liabilities 10,094 — Interest payable 9,993 9,750 Accrued professional fees 4,334 5,198 Accrued contingent consideration — 9,456 Accrued restructuring — 1,033 Derivative liabilities — 686 Other 1,055 2,214 $ 49,327 $ 66,569 Other Long-Term Liabilities Year end December 31, 2022 2021 Deferred revenue (net of current portion) $ 3,167 $ 3,387 Derivative liabilities (net of current portion) — 13,073 Accrued Contingent Consideration (net of current portion) — 4,583 Deferred rent (net of current portion) — 3,370 Accrued restructuring (net of current portion) — 1,441 Other — 1,107 $ 3,167 $ 26,961 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
DEBT | |
DEBT | 12. DEBT Debt included the following (in thousands): Year end December 31, 2022 2021 Senior Notes $ 300,000 $ 300,000 USD Term Loans 687,400 997,800 EUR Term Loans 446,996 473,798 Less: issuance costs and discounts amortized to interest expense (5,549) (14,127) Less: short-term debt – net — (6,481) Long-term debt – net $ 1,428,847 $ 1,750,990 In February of 2019, the Company issued $300.0 million of Senior Unsecured Notes (“Senior Notes”) and entered into a senior secured credit facility (“Credit Facility”) consisting of (i) a $1,040.0 million term loan facility (“USD Term Loans”), (ii) a €450.0 million term loan facility (“EUR Term Loans”) (together with the USD Term Loans the “Term Loans”) and (iii) an $80.0 million revolving credit facility that can be upsized to $110.0 million (“Revolver”). The Senior Notes are due March 1, 2027, and bear interest at a rate of 9.750% per annum. Interest on the notes is payable semi-annually on March 1 and September 1 of each year. The Company may redeem the Senior Notes earlier than March 1, 2027 subject to prepayment premiums. The Term Loans mature in 2026. The Company may voluntarily prepay loans or reduce commitments under the Credit Facility without premium or penalty. In August of 2022, the Company utilized proceeds from its Business Combination along with cash on hand to repay $300.0 million of outstanding indebtedness on its USD Term Loans. In accordance with ASC 470-50-40-2 - Debt - Modifications and Extinguishments the Consolidated Statements of Operations related to this payment. The loss on extinguishment of debt represents the acceleration of amortization of issuance costs and debt discount related to the $300.0 million payment. Under the terms of the Credit Facility, the prepayment of $300.0 million was applied against the quarterly installments of $2.6 million. Accordingly, the remaining balance on the USD Term Loans is due at maturity. The face value of the EUR Term Loans was €419.0 million as of December 31, 2022 and 2021, converted using currency exchange rates as of those dates. There is no amortization on the EUR Term Loans. The Credit Facility requires a principal payment with the net cash proceeds of certain events and up to 50% of excess cash flow (subject to reduction based on the achievement of specified net first lien leverage ratios). No excess cash flow principal payment was required for the years ended December 31, 2022 and 2021 based on the net first lien leverage ratio. The obligations under the Credit Facility are secured by a first priority lien on substantially all of the Company’s assets. For the USD Term Loans, the interest rate for base rate loans is 3.50% plus the greater of the prime rate in effect, the NYFRB Rate plus 0.5% or the Adjusted Eurodollar rate for a one-month interest period plus 1%. The interest rate for Eurodollar loans with respect to the USD Term Loans is the sum of the applicable rate of 4.50%, plus the Adjusted Eurodollar rate. The Eurodollar rate for borrowings denominated in USD is defined as the greater of the LIBOR Screen rate per annum for deposits of dollars for the applicable interest period as of 11:00 a.m. London time two business days prior to the first day in such interest period, or 0.0% The Adjusted Eurodollar rate is defined as the interest rate per annum (rounded upward, if necessary, to the next 1/16 of 1% ), equal to the Eurodollar Rate for the interest period multiplied by the Statutory Reserve Rate. On 2nd February 2023, we amended our Credit Agreement to replace LIBOR with Adjusted Term SOFR on the USD Term Loans effective from the start of the next interest period. For the EUR Term Loans, the interest rate for loans is the sum of the applicable rate of 5.0%, plus the Adjusted Eurodollar rate. The Eurodollar rate for borrowings denominated in EUR is defined as the greater of the EURIBOR Screen rate per annum for deposits of Euro for the applicable interest period as of approximately 11:00 a.m. Brussels time two business days prior to the first day in such interest period, or 0.0%. The Adjusted Eurodollar rate is defined as the interest rate per annum (rounded upward, if necessary, to the next 1/16 of 1%), equal to the Eurodollar Rate for the interest period multiplied by the Statutory Reserve Rate. The USD Term loans had an average interest rate of 6.00%, 4.63% and 4.69% for the years ended December 31, 2022, 2021 and 2020, respectively. The EUR Term loans had an average interest rate of 5.27%, 5.00% and 5.00% for the years ended December 31, 2022, 2021 and 2020, respectively. The Company has not borrowed on the Revolver and incurred fees of $0.4 million during each of the years ended December 31, 2022, 2021 and 2020. The Revolver matures in 2024. Debt issuance costs and discounts related to the Senior Notes and Term Loans are reported in the Consolidated Balance Sheet as a direct deduction from the face amount of the debt. These costs are amortized as a component of “Interest expense” in the Consolidated Statements of Operations utilizing the effective interest method. As of December 31, 2022, the Company was compliant with all debt covenants and obligations. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES Commitments Liabilities for uncertain tax positions are excluded from this table due to the uncertainty of the timing of the resolution of the underlying tax positions. At December 31, 2022, net uncertain tax positions were $34.6 million, which is reduced by a benefit of $2.7 million. The entire balance as of December 31, 2022 is non- current as the timing of resolution is uncertain and no portion of these liabilities is expected to be cash settled within the next 12 months. Payments under purchase orders, certain sponsorships, donations and other commitments that are not enforceable and legally binding contractual obligations are also excluded from this table, as are payments, guaranteed and contingent, under employment contracts because they do not constitute purchase commitments. The Company leases real estate under operating lease agreements that expire on various dates and does not anticipate any difficulties in renewing those leases that expire within the next several years or in leasing other space or hosting facilities, if required. The Company enters into unconditional purchase obligations related to contracts for cloud-based services, infrastructure and other business services as well as minimum royalty guarantees in connection with certain content licenses. The future minimum payments under debt obligations, non-cancelable operating leases and other purchase obligations are as follows as of December 31, 2022 (in thousands): Years ended December 31, 2023 2024 2025 2026 2027 Thereafter Total USD Term Loans and EUR Term loans: Principal payments $ — $ — $ — $ 1,134,396 $ — $ — $ 1,134,396 Interest payments 1 102,271 98,269 89,838 12,303 — — 302,681 Senior Notes: Principal payments — — — — 300,000 — 300,000 Interest payments 29,250 29,250 29,250 29,250 14,625 — 131,625 Revolver commitment fee 404 69 — — — — 473 Operating lease payments on facilities leases 13,592 12,221 11,824 6,951 6,019 20,599 71,206 Minimum royalty guarantee payments to content suppliers 39,607 37,515 36,117 18,932 9,038 17,044 158,253 Technology purchase commitments 4,826 2,817 2,045 27 — — 9,715 Other commitments 2,796 244 255 — — — 3,295 Total commitments $ 192,746 $ 180,385 $ 169,329 $ 1,201,859 $ 329,682 $ 37,643 $ 2,111,644 1 Offsetting operating lease payments will be approximately $5.0 million in receipts for subleased facilities each year through 2024, $4.9 million in 2025 and $1.2 million in 2026. Offsetting the minimum royalty guarantee payments to content suppliers will be approximately $2.0 million in minimum guaranteed receipts from content suppliers for each of the years through 2025. Contingencies In the ordinary course of business, the Company enters into certain types of agreements that contingently require the Company to indemnify counterparties against third-party claims. These may include: ● agreements with vendors and suppliers, under which the Company may indemnify them against claims arising from Getty Images’ use of their products or services; ● agreements with customers other than those licensing images, under which the Company may indemnify them against claims arising from their use of Getty Images’ products or services; ● agreements with agents, delegates and distributors, under which the Company may indemnify them against claims arising from their distribution of Getty Images’ products or services; ● real estate and equipment leases, under which the Company may indemnify lessors against third-party claims relating to use of their property; ● agreements with directors and officers, under which the Company indemnifies them to the full extent allowed by Delaware law against claims relating to their service to Getty Images; ● agreements with purchasers of businesses Getty Images has sold, under which Getty Images may indemnify the purchasers against claims arising from the Company’s operation of the businesses prior to sale; and ● agreements with initial purchasers and underwriters of the Company’s debt securities, under which Getty Images indemnifies them against claims relating to their participation in the Transactions. The nature and terms of these indemnifications vary from contract to contract, and generally a maximum obligation is not stated. Because management does not believe a liability is probable, no related liabilities were recorded at December 31, 2022 or 2021. The Company is subject to a variety of legal claims and suits that arise from time to time in the ordinary course of business. Although management currently believes that resolving such claims, individually or in aggregate, will not have a material adverse impact on the consolidated financial statements, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. The Company holds insurance policies that mitigate potential losses arising from certain indemnifications, and historically, significant costs related to performance under these obligations have not been incurred. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2022 | |
REVENUE | |
REVENUE | 14. REVENUE The Company distributes its content and services offerings through three primary products: Creative Editorial Other The following table summarizes the Company’s revenue by product (in thousands): Year Ended December 31, 2022 2021 2020 Creative Stills $ 585,400 $ 596,917 $ 532,732 Editorial Stills 325,770 306,631 266,699 Other 15,074 15,140 15,970 Total Revenue $ 926,244 $ 918,688 $ 815,401 The December 31, 2022 deferred revenue balance will be earned as content is downloaded, services are provided or upon the expiration of subscription-based products, and nearly all is expected to be earned within the next twelve months. From the deferred revenue balance as of January 1, 2022, $135.5 million of total revenue was recognized for the year ended December 31, 2022. |
REDEEMABLE PREFERRED STOCK
REDEEMABLE PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2022 | |
REDEEMABLE PREFERRED STOCK. | |
REDEEMABLE PREFERRED STOCK. | 15. REDEEMABLE PREFERRED STOCK Under its second amended and restated certificate of incorporation, Legacy Getty was authorized to issue up to 900,000 shares of series A preferred stock (the “Redeemable Preferred Stock”) with a par value of $0.01 per share. In conjunction with the Business Combination discussed in “ Note 3 —Business Combination Dividends declared and issued totaled $43.2 million (38,109 shares), $71.4 million (70,574 shares) and $64.1 million (63,384 shares) for the years ended December 31, 2022, 2021 and 2020, respectively. Redeemable Preferred Stock dividends were included in the Statements of Redeemable Preferred Stock and Stockholders’ Equity (Deficit) as a detriment to common stockholders and a benefit to Redeemable Preferred stockholders. Such dividends are also included as an adjustment to net (loss) income attributable to Getty Images Holdings, Inc. See “ Note 23 — Net (Loss) Income Attributable to Common Stockholders Per the terms of the Redeemable Preferred Stock, the Company elected to early redeem outstanding shares of Redeemable Preferred Stock at a premium. The redemption amount upon the Closing date was equal to (i) the liquidation value multiplied by (ii) the redemption percentage, which was 105%. The Company recognized a $26.7 million increase in the redemption value immediately prior to the Closing. These changes were effected by charges against paid-in capital as the Company was in a retained deficit prior to the Business Combination. |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2022 | |
STOCKHOLDERS' EQUITY (DEFICIT) | |
STOCKHOLDERS' EQUITY (DEFICIT) | 16. STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock Each holder of Class A common stock is entitled to one vote for each share on all matters properly submitted to a vote, including the election of directors. Class A Stockholders do not have cumulative voting rights in the election of directors. Accordingly, holders of a majority of the voting shares are able to elect all of the directors. Holders of shares of Class A common stock are entitled to dividends, if any, as may be declared from time-to-time by the Board out of legally available funds. Holders of Class A common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to Class A common stock. Except as otherwise required by law, no holder of Class B common stock is entitled to any voting rights with respect Class B common stock. If entitled to vote by law, each holder of Class B common stock is entitled to one vote per share. Holders of shares of Class B common stock are entitled to receive dividends, if any, as may be declared from time-to-time by the Board out of legally available funds, contingent upon the occurrence of a conversion into Class A common stock, as discussed below. The holders of shares of Class B common stock shall not be entitled to receive any assets of the Company in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Holders of Class B common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to Class B common stock. In connection with the Business Combination, 2,570,000 shares of Class B common stock were designated as Series B-1 common stock and 2,570,000 shares of Class B common stock were designated Series B-2 common stock. The Series B-1 common stock and Series B-2 common stock would automatically vest and convert into shares of Class A common stock if (i) the volume weighted average price of the shares of the Company’s Class A common stock over any 20 trading days within any 30 consecutive trading day period was greater than or equal to $12.50 and $15.00, respectively, or (ii) if there was a change of control of the Company that would result in the holders of shares of the Company’s Class A common stock receiving a price per share equal to or in excess of $12.50 and $15.00, respectively. In August 2022, the Series B-1 common stock and Series B-2 common stock automatically converted into 5,140,000 shares of Class A common stock. See “ Note 5 — Common Stock Warrants In August 2022, the Earn-Out Shares issued in connection with the Business Combination vested and 58,999,956 shares of Class A common stock were issued. |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
EQUITY-BASED COMPENSATION | |
EQUITY-BASED COMPENSATION | 17. EQUITY-BASED COMPENSATION Equity-based compensation expense is recorded in “Selling, general and administrative expenses” in the Consolidated Statements of Operations, net of estimated forfeitures. The Company recognized equity-based compensation - net of estimated forfeitures of $9.5 million, $6.4 million, and $8.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. The Company capitalized $0.3 million of stock-based compensation expense associated with the cost of developing internal-use software during the year ended December 31, 2022. Prior to the Business Combination, certain employees of the Company were granted equity awards under Legacy Getty’s Amended and Restated 2012 Equity Incentive Plan of the Parent (“Legacy Getty 2012 Plan”). Upon closing of the Business Combination, awards under the Legacy Getty 2012 Plan were converted at the Exchange Ratio, and the Company’s board of directors approved the Getty Images Holdings, Inc. 2022 Equity Incentive Plan (“2022 Plan”). The 2022 Plan provides for the grant of stock options, including incentive stock options and nonqualified stock options, stock appreciation rights, restricted stock, dividend equivalents, restricted stock units (“RSU”) and other stock or cash-based awards. Equity-based awards generally vest over four years. Under the 2022 Plan, up to 51,104,577 shares of Class A common stock is available for issuance, of which 16,744,429 are available to be issued as of December 31, 2022. Stock Options — Weighted Remaining Number Average Average of Exercise Contractual awards Price Life (in Years) Outstanding — December 31, 2021 (1) 26,271 $ 3.98 5.87 Retroactive application of recapitalization 7,331 $ (0.87) — Outstanding — December 31, 2021, after effect of recapitalization (Note 3) 33,602 $ 3.11 5.87 Granted 978 6.18 Exercised (2,959) 4.36 Pre-vesting forfeitures (1,659) 3.32 Post-vesting cancellations (27) 2.77 Outstanding - December 31, 2022 29,935 3.08 5.85 Exercisable - December 31, 2022 26,412 $ 3.01 5.62 Vested and expected to vest after December 31, 2022 29,863 $ 3.08 5.85 (1) Excludes 3,635 non-stock option equity awards that were outstanding under the Legacy Getty 2012 Plan, which were converted to Class A common stock upon closing of the Business Combination. Intrinsic value of stock options is calculated as the excess of market price of the Company’s common stock over the strike price of the stock options, multiplied by the number of stock options. The intrinsic value of the Company’s stock options is as follows (in thousands): December 31, 2022 2021 Stock options outstanding $ 75,888 $ 12,794 Stock options exercisable $ 68,431 $ 9,254 Stock options vested and expected to vest $ 75,704 $ 12,641 The intrinsic value of stock options exercised for the years ended December 31, 2022 was approximately $14.8 million. The intrinsic value of stock options exercised in each of the years ended December 21, 2021 and 2020 was insignificant. The weighted-average grant-date fair value of stock options, the valuation model used to estimate the fair value, and the assumptions input into that model, for awards granted were as follows: Year Ended December 31, 2022 2021 2020 Weighted average grant date fair value per award $ 3.17 $ 1.19 $ 1.22 Valuation model used Black-Scholes Black-Scholes Black-Scholes Expected award price volatility 50 % 35 % 50 % Risk-free rate of return 4.15 % 1.15 % 1.08 % Expected life of awards 5.7 years 6.1 years 6.1 years Expected rate of dividends None None None The stock volatility assumption for award-based compensation is based on historical volatilities of the common stock of several public companies with characteristics similar to those of the Company since the Company’s common stock has only been trading in the public market for a short period of time. The risk-free rate of return represents the implied yield available during the month the award was granted for a U.S. Treasury zero-coupon security issued with a term equal to the expected life of the awards. The expected life is measured from the grant date and is based on the simplified method calculation. As of December 31, 2022 there was $4.5 million of total unrecognized compensation expense related to outstanding time-based awards, which the Company expects to recognize over a weighted average period of approximately 1.4 years. During the years ended December 31, 2022, 2021 and 2020, the fair value of time-based awards that vested was $7.9 million, $6.7 million, and $10.1 million, respectively. Restricted Stock Units — Number of Weighted Average awards Grant-Date Fair Value Outstanding — December 31, 2021 — Granted 4,368 $ 5.58 Vested — Cancelled (1) $ 5.60 Outstanding - December 31, 2022 4,367 $ 5.58 As of December 31, 2022, the total unrecognized compensation expense related to restricted stock units is approximately $22.8 million, which is expected to be recognized over a weighted average period of approximately 3.0 years. |
DEFINED CONTRIBUTION EMPLOYEE B
DEFINED CONTRIBUTION EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2022 | |
DEFINED CONTRIBUTION EMPLOYEE BENEFIT PLANS | |
DEFINED CONTRIBUTION EMPLOYEE BENEFIT PLANS | 18. DEFINED CONTRIBUTION EMPLOYEE BENEFIT PLANS The Company sponsors defined contribution retirement plans in which the majority of employees are able to participate. The Company sponsors one defined contribution plan in the U.S., a 401(k) plan, in which all U.S. employees over 18 years of age are auto-enrolled unless they opt-out. The Company matches 100% of participant contributions, up to the first 4% of each participant’s eligible compensation (generally including salary, bonuses and commissions), not to exceed the Internal Revenue Service per person annual limitations. Additionally, the Company sponsors one defined contribution pension plan in the U.K. Employees who contribute a minimum of 3% of their eligible compensation (generally including salary, bonuses, and commissions), generally receive a Company contribution of 5% of eligible compensation. Lastly, the Company also has a group registered retirement savings plan (RRSP) for employees in Canada. The Company matches dollar-for-dollar up to 3% of base salary. Employee contributions are deducted on a pre- tax basis and they may begin participating after 3 months of service. The Company’s contributions to these plans and other defined contribution plans worldwide totaled $7.4 million, $8.3 million and $5.4 million for the years ended December 31, 2022, 2021 and 2020, respectively. These contributions were recorded as “Selling, general and administrative expenses” in the Consolidated Statements of Operations. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
LEASES | |
LEASES | 19. LEASES The Company’s leases relate primarily to office facilities that expire on various dates from 2022 through 2032, some of which include one or more options to renew. All of the Company’s leases are classified as operating leases. Operating leases are included in “Right of use assets” in the Consolidated Balance Sheets. Current portion of the lease liabilities are included in “Accrued expenses” and non-current portion of lease liabilities are included in “Lease liabilities” in the Consolidated Balance Sheets. Operating lease costs, including insignificant costs related to short-term leases, were $10.0 million, $11.8 million and $11.8 million for the years ended December 31, 2022, 2021 and 2020, respectively. Additional information related to the Company’s leases as of and for the years ended December 31, 2022, is as follows (in thousands, except for the lease term and discount rate): As of December 31, 2022 Right of use asset $ 47,231 Lease liabilities, current 10,094 Lease liabilities, non-current 46,218 Total lease liabilities $ 56,312 Weighted average remaining lease term 6.3 years Weighted average discount rate 5.6 % Cash paid for amounts included in lease liabilities $ 14,150 Right of use asset obtained in exchange for lease obligation upon adoption $ 53,076 Right of use asset obtained in exchange for lease obligations $ 6,050 Maturities of lease liabilities as of December 31, 2022 were as follows (in thousands): Year ended December 31, 2023 $ 12,978 2024 12,244 2025 11,988 2026 6,592 2027 5,456 Thereafter 18,659 Total undiscounted lease payments 67,917 Less: imputed interest (11,605) Total lease liabilities $ 56,312 Due to hybrid working arrangements, the Company reassessed its office needs and subleased several office locations during the year ended December 31, 2022. These agreements were considered to be operating leases. The Company has not been legally released from the primary obligations under the original leases and therefore the Company continues to account for the original lease separately. The Company recorded an ROU asset impairment charge for the year ended December 31, 2022 of $2.6 million, which was the amount by which the carrying value of the lease ROU assets exceeded the fair values. Estimates of the fair values are based on the discounted cash flows of estimated net rental income for the office spaces subleased. The ROU asset impairment charge is included in “Other operating (income) expense - net” on the Consolidated Statement of Operations. Rent income from the sublessees is included in the Consolidated Statement of Operations on a straight-line basis as an offset to rent expense associated with the original operating lease included in “Selling, general and administrative expenses” on the Consolidated Statement of Operations. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
INCOME TAXES | 20. INCOME TAXES The components of income (loss) before income taxes are as follows (in thousands): Year Ended December 31, 2022 2021 2020 United States $ (95,489) $ 104,984 $ (27,823) Foreign 61,972 31,142 (36) Income (loss) before income taxes $ (33,517) $ 136,126 $ (27,859) The components of income tax expense (benefit) are as follows (in thousands): Year Ended December 31, 2022 2021 2020 Current: United States $ 20,652 $ 22,321 $ 8,854 Foreign 9,487 (7,756) 12,095 Total current income tax expense (benefit) 30,139 14,565 20,949 Deferred: United States 13,356 4,698 (13,227) Foreign 631 (534) 1,794 Total deferred income tax expense (benefit) 13,987 4,164 (11,433) Total provision for income tax expense $ 44,126 $ 18,729 $ 9,516 The Company also recorded a total net tax benefit of $5.1 million to shareholder’s equity for the year ended December 31, 2022. The items accounting for the difference between income taxes computed at the U.S. federal statutory rate and the effective income tax rate are as follows (in thousands): Year Ended December 31, 2022 2021 2020 Federal income tax expense (benefit) at the statutory rate $ (7,039) $ 28,586 $ (5,849) Effect of: State taxes, net of federal benefit (3,092) 3,632 643 Tax impact of foreign earnings and losses 11,453 (10,171) 3,644 Stock-based compensation 2,230 236 169 Nondeductible net loss on fair value adjustment for warrant liabilities 34,659 — — Valuation allowance 12,223 1,532 13,763 Tax credits (6,852) (5,030) (3,213) Other, net 544 (56) 359 Income tax expense (benefit) $ 44,126 $ 18,729 $ 9,516 Uncertain Tax Positions A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2022 2021 2020 Uncertain tax benefits, beginning of year $ 33,425 $ 47,637 $ 45,003 Gross increase to tax positions related to prior years 31 121 1,239 Gross decrease to tax positions related to prior years (1,109) (413) (42) Gross increase to tax positions related to the current year 675 2,204 2,082 Gross decrease to tax positions related to the current year — — — Settlements — — — Lapse of statute of limitations (4,055) (16,124) (645) Uncertain tax benefits, end of year $ 28,967 $ 33,425 $ 47,637 As of December 31, 2022, the Company had $29.0 million of gross unrecognized tax benefits, of which $20.1 million, if fully recognized, would affect our effective tax rate. The timing of resolution for these liabilities is uncertain. The resolution of these items may result in additional or reduced income tax expense. Possible releases of liabilities due to expirations of statutes of limitations will have the effect of decreasing our income tax expense and the effective tax rate, if and when they occur. Although the timing of resolution and/or closure of tax audits cannot be predicted with certainty, the Company believes it is reasonably possible that approximately $11.8 million of its reserves for uncertain tax positions may be released in the next 12 months. The Company recognizes interest and penalties related to liabilities for uncertain tax positions in income tax expense in the consolidated statements of operations. Interest and penalties were ($0.9) million, ($5.3) million, and $2.5 million for the years ended December 31, 2022, 2021, and 2020, respectively. The Company has recognized total accrued interest and penalties of approximately $12.4 million, $13.3 million, and $18.6 million as of December 31, 2022, 2021, and 2020, respectively, relating to uncertain tax positions. The Company conducts business globally and, as a result, the Company and its subsidiaries file income tax returns in the U.S., including various states, and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world. The tax years 2017 and forward are open for U.S. federal income tax matters. The tax years 2015 and forward are open for U.S. state income tax matters. With few exceptions, foreign tax filings are open for years 2012 and subsequent years. As of December 31, 2022, the Company is currently undergoing audit examinations for tax years 2005 through 2017 by the German Federal Ministry of Finance, for tax years 2015 through 2017 by the New York State Department of Taxation, for tax years 2012 through 2016 by the Canada Revenue Agency, for tax years 2015 through 2018 by the Ireland Tax Appeals Commission, and for tax year 2020 by the UK HM Revenue and Customs. Deferred Taxes and Valuation Allowances Deferred tax assets, liabilities and valuation allowance are as follows (in thousands): December 31, 2022 2021 Deferred tax assets Income tax attributes $ 225,831 $ 204,531 Accrued liabilities and reserves 7,109 8,796 Operating lease liabilities 10,969 11,667 Prepaid expenses — 6,483 Stock-based compensation expense 6,736 9,308 Other 1,656 1,150 Gross deferred tax assets 252,301 241,935 Less valuation allowance (216,745) (205,877) Total deferred tax assets 35,556 36,058 Deferred tax liabilities Amortization and depreciation (43,556) (39,167) Operating lease assets (9,139) (10,512) Prepaid expenses (1,569) — Other (10,095) (2,081) Net deferred tax liabilities, net of valuation allowance $ (28,803) $ (15,702) The deferred tax assets at December 31, 2022, with respect to net operating loss carryforwards and expiration periods are as follows (in thousands): Deferred Net Operating Tax Loss Assets Carryforwards United States, expiring between 2024 and 2040 $ 10,676 $ 152,048 Foreign, expiring between 2022 and 2042 25,288 104,343 Foreign, indefinite 54,944 416,776 Total $ 90,908 $ 673,167 The following is information pertaining to U.S. federal tax credits at December 31, 2022, as well as the expiration periods (in thousands): Tax Credits United States, federal tax credit carryforwards: Foreign tax credits, expiring between 2022 and 2032 $ 42,540 Total $ 42,540 The components of our net deferred taxes at the reported balance sheet dates are primarily comprised of amounts relating to net operating loss carryforwards, accrued assets and liabilities, and depreciable and amortizable assets. |
RESTRUCTURING
RESTRUCTURING | 12 Months Ended |
Dec. 31, 2022 | |
RESTRUCTURING | |
RESTRUCTURING | 21. RESTRUCTURING The Company committed to certain restructuring actions intended to simplify the business and improve operational efficiencies, which have resulted in headcount reductions. The settlement of certain estimated and previously accrued employee termination costs resulted in a net credit to restructuring of $33.0 thousand and $475.0 thousand for the years ending December 31, 2022 and 2021 respectively. Restructuring costs were $9.1 million for the years ended December 31, 2020, composed of employee termination costs and lease loss. Substantially all of the expected charges related to these activities have been incurred during 2020 and 2019. The Company actively evaluates cost efficiencies and may make decisions in future periods to take further actions which could incur additional restructuring charges. Accrued losses on leased properties and employee termination costs changed during the periods presented as follows (in thousands): Leased Employee Property Termination Losses Costs Total Balance — December 31, 2019 $ 2,958 $ 7,857 $ 10,815 Reduction of accrual due to net cash payments (715) (13,315) (14,030) Additional charges and adjustments 319 8,816 9,135 Accretion expense 259 — 259 Effects of fluctuations in foreign currency exchange rates 45 473 518 Balance — December 31, 2020 2,866 3,831 6,697 Reduction of accrual due to net cash payments (901) (2,946) (3,847) Additional charges and adjustments 131 (606) (475) Accretion expense 225 — 225 Effects of fluctuations in foreign currency exchange rates (46) (80) (126) Balance — December 31, 2021 2,275 199 2,474 Reduction of accrual due to net cash payments — (164) (164) Additional charges and adjustments — (33) (33) Effect of accounting change- adoption of ASC 842 (Note 2) (2,275) — (2,275) Effects of fluctuations in foreign currency exchange rates — (2) (2) Balance — December 31, 2022 $ — $ — $ — Employee termination costs were settled in 2022. Upon adoption of ASC 842, the accrued losses on leased properties is now included in “Accrued expenses” and “Lease liabilities, non-current” on the Consolidated Balance Sheet for December 31, 2022. These liabilities will be satisfied over the remaining lease terms, which extend through 2026. The accrued restructuring costs as of December 31, 2021 were included in “Accrued expenses” and “Other long-term liabilities” on the Consolidated Balance Sheets. |
SEGMENT AND GEOGRAPHIC INFORMAT
SEGMENT AND GEOGRAPHIC INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
SEGMENT AND GEOGRAPHIC INFORMATION | |
SEGMENT AND GEOGRAPHIC INFORMATION | 22. SEGMENT AND GEOGRAPHIC INFORMATION As of December 31, 2022, 2021 and 2020, the Company identified one operating and reportable segment for purposes of allocating resources and evaluating financial performance. Asset information on a segment basis is not disclosed as this information is not separately identified or internally reported to the Company’s CODM. Geographic Financial Information The following represents the Company’s geographic revenue based on customer location (in thousands): December 31, 2022 2021 2020 Americas $ 525,775 $ 496,607 $ 457,327 Europe, the Middle East, and Africa 293,673 317,435 270,701 Asia-Pacific 106,796 104,646 87,373 Total Revenues $ 926,244 $ 918,688 $ 815,401 Included in Americas is the United States, which comprises approximately 51.7%, 48.9% and 51.3% of total revenue for the years ended December 31, 2022, 2021 and 2020, respectively. Included in Europe, the Middle East, and Africa is the United Kingdom, which accounts for approximately 10.4%, 11.5% and 10.4% of total revenue for the years ended December 31, 2022, 2021 and 2020, respectively. No other country accounts for more than 10% of the Company’s revenue in any period presented. The Company’s long-lived tangible assets were located as follows (in thousands): December 31, 2022 2021 Americas $ 87,819 $ 85,213 Europe, the Middle East, and Africa 83,928 85,307 Asia-Pacific 336 376 Total long-lived tangible assets $ 172,083 $ 170,896 Included in Americas is the United States, which comprises 47.0% and 47.1% of total long-lived tangible assets as of December 31, 2022 and 2021, respectively. Included in Europe, the Middle East, and Africa is Ireland, which comprises 41.7% and 43.6% of total long-lived tangible assets as of December 31, 2022 and 2021, respectively. |
NET (LOSS) INCOME PER SHARE ATT
NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | 12 Months Ended |
Dec. 31, 2022 | |
NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | |
NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | 23. NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS The following table sets forth the computation of basic and diluted (loss) income per share of Class A common stock (amounts in thousands, except share and per share amounts): Year end December 31, 2022 2021 2020 NET (LOSS) INCOME $ (77,643) 117,397 (37,375) Less: Net (loss) income attributable to noncontrolling interest (89) 329 (182) Premium on early redemption of Redeemable Preferred Stock 26,678 — — Redeemable Preferred Stock dividend 43,218 71,393 64,120 NET (LOSS) INCOME ATTRIBUTABLE TO GETTY IMAGES HOLDINGS, INC. - Basic $ (147,450) $ 45,675 $ (101,313) Weighted-average Class A common stock outstanding: Basic 276,942,660 196,084,650 196,082,503 Effect of dilutive securities — 5,422,705 — Diluted 276,942,660 201,507,355 196,082,503 Net (loss) income per share of Class A common stock attributable to Getty Images Holdings, Inc. common stockholders: Basic $ (0.53) $ 0.23 $ (0.52) Diluted $ (0.53) $ 0.23 $ (0.52) The following are excluded from the computation of diluted net income per share of Class A common stock as their effect would have been anti-dilutive: December 31, 2022 2021 2020 Common stock options 29,934,987 13,826,565 34,484,353 Restricted stock units 4,367,413 — — 34,302,400 13,826,565 34,484,353 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Accounting Principles | Accounting Principles |
Basis of Presentation | Basis of Presentation Legacy Getty was determined to be the accounting acquirer based on the following predominant factors: ● ● ● ● The consolidated assets, liabilities and results of operations prior to the Business Combination are those of Legacy Getty. The shares and corresponding capital amounts and earnings per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the exchange ratio of 1.27905 (the “Exchange Ratio”) established in the Business Combination. Certain immaterial changes in presentation have been made to conform the prior period presentation to current period reporting. |
Estimates and Assumptions | Estimates and Assumptions |
Principles of Consolidation | Principles of Consolidation |
Noncontrolling Interest | Noncontrolling Interest |
Net (Loss) Income Per Share Attributable to Common Stockholders | Net (Loss) Income Per Share Attributable to Common Stockholders Diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since the effect of potentially dilutive securities is anti-dilutive given the net loss of the Company. Diluted net income per share is computed by dividing the net income attributable to common stockholders by the weighted average common shares outstanding and all potential common shares, if they are dilutive. The potentially dilutive effect of options or warrants are computed using the treasury stock method. Securities that potentially have an anti-dilutive effect are excluded from the diluted earnings per share calculation. |
Foreign Currencies | Foreign Currencies |
Derivative Instruments | Derivative Instruments reported as a component of OCI and is subsequently recognized in earnings when the hedged exposure affects earnings. The ineffective portion of the gain or loss is recognized in earnings. For derivative instruments designated as either fair value or cash flow hedges, changes in the time value are excluded from the assessment of hedge effectiveness and are recognized in earnings. Gains and losses from changes in fair values of derivatives that are not designated as hedges for accounting purposes are recognized in “Gain (loss) on fair value adjustment for swaps and foreign currency exchange contracts — net” in the Consolidated Statements of Operations. As of December 31, 2022, 2021, and 2020 the Company did not have any derivatives designated as hedging instruments as defined by the derivative instruments and hedging activities accounting guidance. See “ Note 6 — Derivative Instruments |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash As of December 31, 2022 2021 Cash and cash equivalents $ 97,912 $ 186,301 Restricted cash 4,482 5,228 Total cash, cash equivalents and restricted cash $ 102,394 $ 191,529 Cash equivalents are short-term, highly liquid investments that are both readily convertible to cash and have maturities at the date of acquisition of three months or less. Cash equivalents are generally composed of investment-grade debt instruments subject to lower levels of credit risk, including certificates of deposit and money market funds. The Company’s current cash and cash equivalents consist primarily of cash on hand, bank deposits, and money market accounts. Restricted cash consists primarily of cash held as collateral related to corporate credit cards and real estate lease obligations. |
Fair Value Measurements | Fair Value Measurements The three-tier fair value hierarchy prioritizes the inputs used in the valuation methodologies. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 Level 2 Level 3 |
Contingent Consideration | Contingent Consideration |
Accounts Receivable-Net | Accounts Receivable Net Allowance for doubtful accounts is calculated based on historical losses, existing economic conditions, and analysis of specific older account balances of customer and delegate accounts. Trade receivables are written off when collection efforts have been exhausted. Allowance for doubtful accounts changed as follows during the years presented (in thousands): Year Ended December 31, 2022 2021 2020 Beginning of year $ 5,946 $ 7,773 $ 7,843 Provision 1,465 750 2,002 Deductions (951) (2,577) (2,072) End of year $ 6,460 $ 5,946 $ 7,773 Deductions represent balances written off, net of amounts recovered that had previously been written off, and the effect of exchange rate fluctuations. |
Property and Equipment-Net | Property and Equipment Net Depreciation is recognized on a straight-line basis over the estimated useful lives of the assets or, for leasehold improvements, over the shorter of the remaining original term of the lease or the estimated life of the related asset. |
Minority Investment without Readily Determinable Fair Value | Minority Investment without Readily Determinable Fair Value The investments are holdings in a privately held companies that are not exchange traded and therefore not supported with observable market prices. The Company periodically evaluates the carrying value of the minority investment, or when events and circumstances indicate that the carrying amount of an asset may not be recovered. As of December 31, 2022, 2021 and 2020, no adjustments to the carrying values of the Company’s long-term investments were identified as a result of this assessment. Changes in performance negatively impacting operating results and cash flows of these investments could result in the Company recording an impairment charge in future periods. |
Goodwill | Goodwill |
Identifiable Intangible Assets | Identifiable Intangible Assets that it is more likely than not that the indefinite-lived asset is impaired. Intangible assets with a finite life and long-lived assets are reviewed for impairment whenever an event occurs, or circumstances change that indicate their carrying value may not be recoverable through projected undiscounted cash flows expected to be generated by the asset. If the evaluation of the projected cash flows indicates that the carrying value of the asset is not recoverable, the asset is written down to its fair value. |
Loans Receivable | Loans Receivable |
Restructuring Costs | Restructuring Costs |
Leases | Leases Leases Effective January 1, 2022, the Company adopted ASC 842. In accordance with ASC 842, the Company first determines if an arrangement contains a lease and the classification of that lease, if applicable, at inception. This standard requires the recognition of right-of-use (“ROU”) assets and lease liabilities for the Company’s operating leases. For contracts with lease and non-lease components, the Company has elected not to allocate the contract consideration, and to account for the lease and non-lease components as a single lease component. The Company has also elected not to recognize a lease liability or ROU asset for leases with a term of 12 months or less, and recognize lease payments for those short-term leases on a straight-line basis over the lease term in the Consolidated Statements of Operations. Operating leases are included in “Right of use assets”, “Accrued expenses” and “Lease liabilities” (net of current portion) in the Consolidated Balance Sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments under the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The implicit rate within the Company’s leases is generally not determinable and therefore the incremental borrowing rate at the lease commencement date is utilized to determine the present value of lease payments. The determination of the incremental borrowing rate requires judgment. Management determines the incremental borrowing rate for each lease using the Company’s estimated borrowing rate, adjusted for various factors including level of collateralization, term and currency to align with the terms of the lease. The ROU asset also includes any lease prepayments, offset by lease incentives. Certain of the Company’s leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when the Company is reasonably certain that the option will be exercised. An option to terminate is considered unless the Company is reasonably certain the option will not be exercised. The ROU assets are reviewed for impairment with the Company’s long-lived assets |
Deferred Offering Costs | Deferred Offering Costs — |
Related-Party Transactions | Related-Party Transactions On June 15, 2016, Getty SEA, a subsidiary of the Company, entered into various agreements with Visual China Group Holding Limited (“VCG”). As part of those agreements, Getty SEA issued $24.0 million in an unsecured note receivable to VCG. This note receivable bears interest at 2.5% per annum with an August 18, 2036 due date. VCG is also a minority interest stockholder of Getty SEA. As of December 31, 2022 and 2021 this unsecured note receivable is included in “Other long-term assets” in the Consolidated Balance Sheets. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue gross of contributor royalties because the Company is the principal in the transaction as it is the party responsible for the performance obligation and it controls the product or service before transferring it to the customer. The Company also licenses content to customers through third-party delegates worldwide (approximately 3% of total revenues for the years ended December 31, 2022, 2021 and 2020). Delegates sell the Company’s products directly to customers as the principal in those transactions. Accordingly, the Company recognizes revenue net of costs paid to delegates. Delegates typically earn and retain 35% to 50% of the license fee, and the Company recognizes the remaining 50% to 65% as revenue. The Company maintains a credit department that sets and monitors credit policies that establish credit limits and ascertains customer creditworthiness, thus reducing the risk of potential credit loss. Revenue is not recognized unless it is determined that collectability is reasonably assured. Revenue is recorded at invoiced amounts (including discounts and applicable sales taxes) less an allowance for sales returns, which is based on historical information. Customer payments received in advance of revenue recognition are contract liabilities and are recorded as deferred revenue. Customers that do not pay in advance are invoiced and are required to make payments under standard credit terms. The Company recognizes revenue under the core principle to depict the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. In order to achieve that core principle, the Company applies the following five-step approach: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when a performance obligation is satisfied. For digital content licenses, the Company recognizes revenue on both its capped subscription-based, credit-based sales and single image licenses when content is downloaded, at which time the license is provided. In addition, management estimates expected unused licenses for capped subscription-based and credit-based products and recognizes the revenue associated with the unused licenses throughout the subscription or credit period. The estimate of unused licenses is based on historical download activity and future changes in the estimate could impact the timing of revenue recognition of the Company’s subscription products. For uncapped digital content subscriptions, the Company has determined that access to the existing content library and future digital content updates represent two separate performance obligations. As such, a portion of the total contract consideration related to access to the existing content library is recognized as revenue at the commencement of the contract when control of the content library is transferred. The remaining contractual consideration is recognized as revenue ratably over the term of the contract when updated digital content is transferred to the licensee, in line with when the control of the new content is transferred. See “Note 14 — Revenue Segment and Geographic Information |
Cost of Revenue | Cost of Revenue who choose to work with the Company under contract typically receive royalties between 20% to 50% of the total license fee charged customers. The Company also owns the copyright to certain content in its collections (wholly owned content), including content produced by staff photographers for the Editorial Stills product, for which the Company does not pay any third-party royalties. Cost of revenue also includes costs of assignment photo shoots but excludes depreciation and amortization associated with creating or buying content. |
Sales Commissions | Sales Commissions |
Equity-Based Compensation | Equity-Based Compensation |
Common Stock Warrants | Common Stock Warrants The Company evaluated the Public, Private Placement and Forward Purchase Warrants (together “the Warrants”) under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity The Public Warrants were publicly traded and thus had an observable market price to estimate fair value. The Forward Purchase Warrants, which had identical terms as the Public Warrants, were valued similar to the Public Warrants. The Private Placement Warrants were valued using a Black-Scholes option-pricing model as described in “ Note 7 — Fair Value of Financial Instruments As described in “ Note 5 |
Advertising and Marketing | Advertising and Marketing — |
Income Taxes | Income Taxes reviewed and adjusted based on management’s assessments of realizable deferred tax assets. The Company accounts for the global intangible low-tax income (“GILTI”) earned by foreign subsidiaries included in gross U.S. taxable income in the period incurred. See “Note 20 — Income Taxes” for further information. |
Segments | Segments |
Concentration of Credit Risk | Concentration of Credit Risk Concentration of credit risk with respect to trade receivables is limited due to the large number of customers and their dispersion across many geographic areas. No single customer represented 10% or more of the Company’s total revenue or accounts receivable in any of the years presented. |
Recently Adopted Accounting Standard Updates | Recently Adopted Accounting Standard Updates — Leases In December 2019, the FASB issued ASU 2019-12, “ Simplifying the Accounting for Income Taxes Recently Issued Accounting Standard Updates — Financial Instruments — Credit Losses |
Subsequent Events | Subsequent Events |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of cash, cash equivalents and restricted cash | The following represents the Company’s cash, cash equivalents and restricted cash as of December 31, 2022 and 2021 (in thousands): As of December 31, 2022 2021 Cash and cash equivalents $ 97,912 $ 186,301 Restricted cash 4,482 5,228 Total cash, cash equivalents and restricted cash $ 102,394 $ 191,529 |
Schedule of allowance for doubtful accounts | Allowance for doubtful accounts changed as follows during the years presented (in thousands): Year Ended December 31, 2022 2021 2020 Beginning of year $ 5,946 $ 7,773 $ 7,843 Provision 1,465 750 2,002 Deductions (951) (2,577) (2,072) End of year $ 6,460 $ 5,946 $ 7,773 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
BUSINESS COMBINATION | |
Schedule of reconciliation of elements of the Business Combination to the Consolidated Statement of Cash Flows and the Consolidated Statements of Redeemable Preferred Stock and Stockholders' Equity (Deficit) | The following table reconciles the elements of the Business Combination to the Consolidated Statement of Cash Flows and the Consolidated Statements of Redeemable Preferred Stock and Stockholders’ Equity (Deficit) for the year ended December 31, 2022 (in thousands): Cash – CCNB trust and cash, net of redemptions $ 4,164 Cash – PIPE Financing 360,000 Cash – Forward Purchase Agreement 200,000 Cash – Backstop Agreement 300,000 Less: Cash paid to redeem Redeemable Preferred Stock (614,996) Less: Transaction costs paid during the year ended December 31, 2022 (106,917) Net cash contributions from the Business Combination and related transactions $ 142,251 Add: Non-cash assets received from CCNB 806 Add: Transaction costs allocated to warrants 4,262 Add: Cash paid to redeem Redeemable Preferred Stock 614,996 Add: Tax effect of change in tax basis due to business combination 6,508 Less: Fair value of Public, Private Placement and Forward Purchase Warrants (72,374) Less: Transaction costs previously paid by Legacy Getty during 2021 or accrued at December 31, 2022 (1,989) Net Business Combination and related transactions, excluding Redeemable Preferred Stock redemption $ 694,460 Add: Fair value of Class A common stock issued to redeem Redeemable Preferred Stock 140,250 Net Business Combination and related transactions, including Redeemable Preferred Stock redemption $ 834,710 |
Schedule of number of shares of common stock issued immediately following the consummation of the Business Combination | Common stock of CCNB, net of redemptions 508,311 CCNB shares held by the Sponsor 25,700,000 Shares issued in the PIPE Financing 36,000,000 Shares issued in the Forward Purchase Agreement 20,000,000 Shares issued in the Backstop Agreement 30,000,000 Total shares issued in Business Combination and related transactions 112,208,311 Shares issued for Getty Images common stock 196,938,915 Shares issued upon redemption of Getty Images Redeemable Preferred Stock 15,000,000 Total shares of common stock immediately following the Business Combination 324,147,226 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
ACQUISITION | |
Summary of components of the fair value of consideration transferred | The components of the fair value of consideration transferred are as follows (in thousands): Cash $ 95,418 Contingent Consideration 13,200 Total fair value of consideration transferred $ 108,618 |
Summary of aggregate purchase price allocated to assets acquired and liabilities assumed | The aggregate purchase price was allocated to the assets acquired and liabilities assumed as follows (in thousands): Fair Value at Assets acquired and liabilities assumed: Acquisition Date Cash and cash equivalents $ 6,213 Accounts receivable 1,061 Other current assets 736 Prepaid expenses 118 Property and equipment 1,729 Other long term assets 306 Identifiable intangible assets 23,900 Goodwill 75,782 Total assets acquired $ 109,845 Accounts payable and accrued expenses (128) Deferred income tax liability (1,099) Total liabilities assumed (1,227) Net assets acquired $ 108,618 |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
DERIVATIVE INSTRUMENTS | |
Schedule of fair value amounts of derivative instruments | The following table summarizes the location and fair value amounts of derivative instruments reported in the Consolidated Balance Sheets (in thousands): As of December 31, 2022 2021 Asset Liability Asset Liability Derivatives not designated as hedging instruments: Interest rate swaps $ 9,032 $ — $ — $ 13,759 Foreign currency exchange options — — 804 — Total derivatives $ 9,032 $ — $ 804 $ 13,759 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
Schedule of financial instrument assets recorded at fair value | Financial instrument assets recorded at fair value as of December 31 are as follows (in thousands): As of December 31, 2022 Level 1 Level 2 Level 3 Total Money market funds (cash equivalents) $ 20,462 $ — $ — $ 20,462 Derivative assets: Interest rate swaps — 9,032 — 9,032 $ 20,462 $ 9,032 $ — $ 29,494 As of December 31, 2021 Level 1 Level 2 Level 3 Total Money market funds (cash equivalents) $ 30,096 $ — $ — $ 30,096 Derivative assets: Foreign currency exchange options — 804 — 804 $ 30,096 $ 804 $ — $ 30,900 |
Schedule of financial instrument liabilities recorded or disclosed at fair value | Financial instrument liabilities recorded or disclosed at fair value as of December 31 are as follows (in thousands): As of December 31, 2022 Level 1 Level 2 Level 3 Total Term Loans $ — $ 1,112,990 $ — $ 1,112,990 Senior Notes — 297,354 — 297,354 $ — $ 1,410,344 $ — $ 1,410,344 As of December 31, 2021 Level 1 Level 2 Level 3 Total Term Loans $ — $ 1,475,759 $ — $ 1,475,759 Senior Notes — 318,375 — 318,375 Contingent Consideration — — 14,039 14,039 Derivative liabilities: Interest Rate Swap Contracts — 13,759 — 13,759 $ — $ 1,807,893 $ 14,039 $ 1,821,932 |
Schedule of quantitative information associated with the fair value measurements of Company's Level 3 inputs | Fair Value as of December 31, 2022 Valuation (in thousands) Technique Unobservable Input Range Contingent Consideration $ — Probability-adjusted discounted cash flow Probabilities of success — % Years until milestone is expected to be achieved 1.57 years Discount rate 9.94 % |
Schedule of changes in the fair value of the contingent consideration | The following table presents changes in the fair value of the Contingent Consideration for the years ended December 31 (in thousands): Year end December 31, 2022 2021 Balance, beginning of period $ 14,039 $ — Issuance of Contingent Consideration in connection with acquisition — 13,200 Payment (10,000) — Change in fair value of Contingent Consideration (4,039) 839 Balance, end of period $ — $ 14,039 The following table presents the change in the fair value of the Private Placement Warrants for the year ended December 31, 2022 (in thousands): Year end December 31, 2022 Balance, beginning of period $ — Assumed in Business Combination (Note 3) 56,237 Change in fair value 176,616 Exercise (232,853) Balance, end of period $ — |
PROPERTY AND EQUIPMENT - NET (T
PROPERTY AND EQUIPMENT - NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT - NET | |
Schedule of property and equipment reported as of balance sheet dates | Property and equipment consisted of the following at the reported Balance Sheet dates (in thousands, except years): Estimated Useful Lives December 31, (in Years) 2022 2021 Contemporary imagery 5 $ 377,858 $ 379,837 Computer hardware purchased 3 6,783 5,639 Computer software developed for internal use 3 119,516 114,434 Leasehold improvements 2–20 8,361 11,459 Furniture, fixtures and studio equipment 5 10,856 15,167 Archival imagery 40 94,043 97,547 Other 3–4 2,352 2,439 Property and equipment 619,769 626,522 Less: accumulated depreciation (447,686) (455,626) Property and equipment, net $ 172,083 $ 170,896 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
GOODWILL. | |
Schedule of changes in goodwill | Goodwill changed during the years presented as follows (in thousands): Goodwill Accumulated before impairment impairment charge Goodwill – net December 31, 2020 $ 1,955,837 $ (525,000) $ 1,430,837 Effects of fluctuations in foreign currency exchange rates (3,374) — (3,374) Goodwill related to acquisition 75,782 — 75,782 December 31, 2021 $ 2,028,245 $ (525,000) $ 1,503,245 Effects of fluctuations in foreign currency exchange rates (3,667) — (3,667) December 31, 2022 $ 2,024,578 $ (525,000) $ 1,499,578 |
IDENTIFIABLE INTANGIBLE ASSET_2
IDENTIFIABLE INTANGIBLE ASSETS - NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
IDENTIFIABLE INTANGIBLE ASSETS - NET | |
Schedule of identifiable intangible assets | Identifiable intangible assets consisted of the following at December 31 (in thousands, except years): As of December 31, 2022 2022 2021 Range of Estimated Useful Lives Gross Accumulated Net Gross Accumulated Net (Years) Amount Amortization Amount Amount Amortization Amount Trade name Indefinite $ 389,484 $ — $ 389,484 $ 402,581 $ — $ 402,581 Trademarks and trade names 5 – 10 104,053 (104,026) 27 104,174 (96,041) 8,133 Patented and unpatented technology 3 – 10 109,275 (103,419) 5,856 112,288 (97,818) 14,470 Customer lists, contracts, and relationships 5 – 11 391,454 (367,273) 24,181 404,421 (350,997) 53,424 Non-compete Covenant 3 900 (900) — 900 (811) 89 Other identifiable intangible assets 3 – 13 5,059 (5,059) — 7,110 (6,955) 155 $ 1,000,225 $ (580,677) $ 419,548 $ 1,031,474 $ (552,622) $ 478,852 |
Schedule of the estimated aggregate amortization expense for identifiable intangible assets for the next five years | Based on balances at December 31, 2022, the estimated aggregate amortization expense for identifiable intangible assets for the next five years is as follows (in thousands): Fiscal Years Ended December 31, 2023 $ 23,892 2024 $ 2,092 2025 $ 2,083 2026 $ 729 2027 $ 279 |
OTHER ASSETS AND LIABILITIES (T
OTHER ASSETS AND LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
OTHER ASSETS AND LIABILITIES | |
Schedule of other long-term assets at the reported balance sheet dates | Other long-term assets consisted of the following at the reported Balance Sheet dates (in thousands): Year end December 31, 2022 2021 Long term note receivable from a related party (Note 2) $ 24,000 $ 24,000 Minority and other investments 12,097 10,621 Derivative asset (Note 7) 9,032 — Tax receivable (Note 13) 2,700 3,300 Equity method investment 2,064 1,207 Long term deposits 1,609 1,754 Other 450 210 $ 51,952 $ 41,092 |
Schedule of accrued expenses at the reported balance sheet dates | Accrued expenses at the reported Balance Sheet dates are summarized below (in thousands): Year end December 31, 2022 2021 Accrued compensation and related costs $ 23,851 $ 38,232 Lease liabilities 10,094 — Interest payable 9,993 9,750 Accrued professional fees 4,334 5,198 Accrued contingent consideration — 9,456 Accrued restructuring — 1,033 Derivative liabilities — 686 Other 1,055 2,214 $ 49,327 $ 66,569 |
Schedule of other long-term liabilities at the reported balance sheet dates | Other long-term liabilities consisted of the following at the reported Balance Sheet dates (in thousands): Year end December 31, 2022 2021 Deferred revenue (net of current portion) $ 3,167 $ 3,387 Derivative liabilities (net of current portion) — 13,073 Accrued Contingent Consideration (net of current portion) — 4,583 Deferred rent (net of current portion) — 3,370 Accrued restructuring (net of current portion) — 1,441 Other — 1,107 $ 3,167 $ 26,961 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
DEBT | |
Schedule of components of debt | Debt included the following (in thousands): Year end December 31, 2022 2021 Senior Notes $ 300,000 $ 300,000 USD Term Loans 687,400 997,800 EUR Term Loans 446,996 473,798 Less: issuance costs and discounts amortized to interest expense (5,549) (14,127) Less: short-term debt – net — (6,481) Long-term debt – net $ 1,428,847 $ 1,750,990 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of future minimum payments under debt obligations, non-cancelable operating leases and other purchase obligations | Years ended December 31, 2023 2024 2025 2026 2027 Thereafter Total USD Term Loans and EUR Term loans: Principal payments $ — $ — $ — $ 1,134,396 $ — $ — $ 1,134,396 Interest payments 1 102,271 98,269 89,838 12,303 — — 302,681 Senior Notes: Principal payments — — — — 300,000 — 300,000 Interest payments 29,250 29,250 29,250 29,250 14,625 — 131,625 Revolver commitment fee 404 69 — — — — 473 Operating lease payments on facilities leases 13,592 12,221 11,824 6,951 6,019 20,599 71,206 Minimum royalty guarantee payments to content suppliers 39,607 37,515 36,117 18,932 9,038 17,044 158,253 Technology purchase commitments 4,826 2,817 2,045 27 — — 9,715 Other commitments 2,796 244 255 — — — 3,295 Total commitments $ 192,746 $ 180,385 $ 169,329 $ 1,201,859 $ 329,682 $ 37,643 $ 2,111,644 1 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
REVENUE | |
Summary of revenue by product | Year Ended December 31, 2022 2021 2020 Creative Stills $ 585,400 $ 596,917 $ 532,732 Editorial Stills 325,770 306,631 266,699 Other 15,074 15,140 15,970 Total Revenue $ 926,244 $ 918,688 $ 815,401 |
EQUITY-BASED COMPENSATION (Tabl
EQUITY-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
EQUITY-BASED COMPENSATION | |
Schedule of award activity | Weighted Remaining Number Average Average of Exercise Contractual awards Price Life (in Years) Outstanding — December 31, 2021 (1) 26,271 $ 3.98 5.87 Retroactive application of recapitalization 7,331 $ (0.87) — Outstanding — December 31, 2021, after effect of recapitalization (Note 3) 33,602 $ 3.11 5.87 Granted 978 6.18 Exercised (2,959) 4.36 Pre-vesting forfeitures (1,659) 3.32 Post-vesting cancellations (27) 2.77 Outstanding - December 31, 2022 29,935 3.08 5.85 Exercisable - December 31, 2022 26,412 $ 3.01 5.62 Vested and expected to vest after December 31, 2022 29,863 $ 3.08 5.85 (1) Excludes 3,635 non-stock option equity awards that were outstanding under the Legacy Getty 2012 Plan, which were converted to Class A common stock upon closing of the Business Combination. |
Summary of intrinsic value of stock options | December 31, 2022 2021 Stock options outstanding $ 75,888 $ 12,794 Stock options exercisable $ 68,431 $ 9,254 Stock options vested and expected to vest $ 75,704 $ 12,641 |
Schedule of assumptions to estimate for fair value of awards | Year Ended December 31, 2022 2021 2020 Weighted average grant date fair value per award $ 3.17 $ 1.19 $ 1.22 Valuation model used Black-Scholes Black-Scholes Black-Scholes Expected award price volatility 50 % 35 % 50 % Risk-free rate of return 4.15 % 1.15 % 1.08 % Expected life of awards 5.7 years 6.1 years 6.1 years Expected rate of dividends None None None |
Summary of RSU activity | Number of Weighted Average awards Grant-Date Fair Value Outstanding — December 31, 2021 — Granted 4,368 $ 5.58 Vested — Cancelled (1) $ 5.60 Outstanding - December 31, 2022 4,367 $ 5.58 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
LEASES | |
Summary of information related to company's leases | Additional information related to the Company’s leases as of and for the years ended December 31, 2022, is as follows (in thousands, except for the lease term and discount rate): As of December 31, 2022 Right of use asset $ 47,231 Lease liabilities, current 10,094 Lease liabilities, non-current 46,218 Total lease liabilities $ 56,312 Weighted average remaining lease term 6.3 years Weighted average discount rate 5.6 % Cash paid for amounts included in lease liabilities $ 14,150 Right of use asset obtained in exchange for lease obligation upon adoption $ 53,076 Right of use asset obtained in exchange for lease obligations $ 6,050 |
Schedule of maturities of lease liabilities | Maturities of lease liabilities as of December 31, 2022 were as follows (in thousands): Year ended December 31, 2023 $ 12,978 2024 12,244 2025 11,988 2026 6,592 2027 5,456 Thereafter 18,659 Total undiscounted lease payments 67,917 Less: imputed interest (11,605) Total lease liabilities $ 56,312 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
Summary of components of income (loss) before income taxes | The components of income (loss) before income taxes are as follows (in thousands): Year Ended December 31, 2022 2021 2020 United States $ (95,489) $ 104,984 $ (27,823) Foreign 61,972 31,142 (36) Income (loss) before income taxes $ (33,517) $ 136,126 $ (27,859) |
Summary of components of income tax expense (benefit) | The components of income tax expense (benefit) are as follows (in thousands): Year Ended December 31, 2022 2021 2020 Current: United States $ 20,652 $ 22,321 $ 8,854 Foreign 9,487 (7,756) 12,095 Total current income tax expense (benefit) 30,139 14,565 20,949 Deferred: United States 13,356 4,698 (13,227) Foreign 631 (534) 1,794 Total deferred income tax expense (benefit) 13,987 4,164 (11,433) Total provision for income tax expense $ 44,126 $ 18,729 $ 9,516 |
Summary of difference between income taxes computed at the U.S. federal statutory rate and the effective income tax rate | The items accounting for the difference between income taxes computed at the U.S. federal statutory rate and the effective income tax rate are as follows (in thousands): Year Ended December 31, 2022 2021 2020 Federal income tax expense (benefit) at the statutory rate $ (7,039) $ 28,586 $ (5,849) Effect of: State taxes, net of federal benefit (3,092) 3,632 643 Tax impact of foreign earnings and losses 11,453 (10,171) 3,644 Stock-based compensation 2,230 236 169 Nondeductible net loss on fair value adjustment for warrant liabilities 34,659 — — Valuation allowance 12,223 1,532 13,763 Tax credits (6,852) (5,030) (3,213) Other, net 544 (56) 359 Income tax expense (benefit) $ 44,126 $ 18,729 $ 9,516 |
Summary of reconciliation of the beginning and ending amounts of unrecognized tax benefits | A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2022 2021 2020 Uncertain tax benefits, beginning of year $ 33,425 $ 47,637 $ 45,003 Gross increase to tax positions related to prior years 31 121 1,239 Gross decrease to tax positions related to prior years (1,109) (413) (42) Gross increase to tax positions related to the current year 675 2,204 2,082 Gross decrease to tax positions related to the current year — — — Settlements — — — Lapse of statute of limitations (4,055) (16,124) (645) Uncertain tax benefits, end of year $ 28,967 $ 33,425 $ 47,637 |
Summary of deferred tax assets, liabilities and valuation allowance | Deferred tax assets, liabilities and valuation allowance are as follows (in thousands): December 31, 2022 2021 Deferred tax assets Income tax attributes $ 225,831 $ 204,531 Accrued liabilities and reserves 7,109 8,796 Operating lease liabilities 10,969 11,667 Prepaid expenses — 6,483 Stock-based compensation expense 6,736 9,308 Other 1,656 1,150 Gross deferred tax assets 252,301 241,935 Less valuation allowance (216,745) (205,877) Total deferred tax assets 35,556 36,058 Deferred tax liabilities Amortization and depreciation (43,556) (39,167) Operating lease assets (9,139) (10,512) Prepaid expenses (1,569) — Other (10,095) (2,081) Net deferred tax liabilities, net of valuation allowance $ (28,803) $ (15,702) |
Summary of deferred tax assets with respect to net operating loss carryforwards and expiration periods | The deferred tax assets at December 31, 2022, with respect to net operating loss carryforwards and expiration periods are as follows (in thousands): Deferred Net Operating Tax Loss Assets Carryforwards United States, expiring between 2024 and 2040 $ 10,676 $ 152,048 Foreign, expiring between 2022 and 2042 25,288 104,343 Foreign, indefinite 54,944 416,776 Total $ 90,908 $ 673,167 |
Summary of U.S. federal tax credits as well as the expiration periods | The following is information pertaining to U.S. federal tax credits at December 31, 2022, as well as the expiration periods (in thousands): Tax Credits United States, federal tax credit carryforwards: Foreign tax credits, expiring between 2022 and 2032 $ 42,540 Total $ 42,540 |
RESTRUCTURING (Tables)
RESTRUCTURING (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
RESTRUCTURING | |
Summary of accrued losses on leased properties and employee termination costs changed during the periods | Accrued losses on leased properties and employee termination costs changed during the periods presented as follows (in thousands): Leased Employee Property Termination Losses Costs Total Balance — December 31, 2019 $ 2,958 $ 7,857 $ 10,815 Reduction of accrual due to net cash payments (715) (13,315) (14,030) Additional charges and adjustments 319 8,816 9,135 Accretion expense 259 — 259 Effects of fluctuations in foreign currency exchange rates 45 473 518 Balance — December 31, 2020 2,866 3,831 6,697 Reduction of accrual due to net cash payments (901) (2,946) (3,847) Additional charges and adjustments 131 (606) (475) Accretion expense 225 — 225 Effects of fluctuations in foreign currency exchange rates (46) (80) (126) Balance — December 31, 2021 2,275 199 2,474 Reduction of accrual due to net cash payments — (164) (164) Additional charges and adjustments — (33) (33) Effect of accounting change- adoption of ASC 842 (Note 2) (2,275) — (2,275) Effects of fluctuations in foreign currency exchange rates — (2) (2) Balance — December 31, 2022 $ — $ — $ — |
SEGMENT AND GEOGRAPHIC INFORM_2
SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SEGMENT AND GEOGRAPHIC INFORMATION | |
Schedule of geographic revenue based on customer location | The following represents the Company’s geographic revenue based on customer location (in thousands): December 31, 2022 2021 2020 Americas $ 525,775 $ 496,607 $ 457,327 Europe, the Middle East, and Africa 293,673 317,435 270,701 Asia-Pacific 106,796 104,646 87,373 Total Revenues $ 926,244 $ 918,688 $ 815,401 |
Schedule of long-lived assets by geographic location | The Company’s long-lived tangible assets were located as follows (in thousands): December 31, 2022 2021 Americas $ 87,819 $ 85,213 Europe, the Middle East, and Africa 83,928 85,307 Asia-Pacific 336 376 Total long-lived tangible assets $ 172,083 $ 170,896 |
NET (LOSS) INCOME PER SHARE A_2
NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | |
Schedule of computation of basic and diluted (loss) income per share of Class A common stock | The following table sets forth the computation of basic and diluted (loss) income per share of Class A common stock (amounts in thousands, except share and per share amounts): Year end December 31, 2022 2021 2020 NET (LOSS) INCOME $ (77,643) 117,397 (37,375) Less: Net (loss) income attributable to noncontrolling interest (89) 329 (182) Premium on early redemption of Redeemable Preferred Stock 26,678 — — Redeemable Preferred Stock dividend 43,218 71,393 64,120 NET (LOSS) INCOME ATTRIBUTABLE TO GETTY IMAGES HOLDINGS, INC. - Basic $ (147,450) $ 45,675 $ (101,313) Weighted-average Class A common stock outstanding: Basic 276,942,660 196,084,650 196,082,503 Effect of dilutive securities — 5,422,705 — Diluted 276,942,660 201,507,355 196,082,503 Net (loss) income per share of Class A common stock attributable to Getty Images Holdings, Inc. common stockholders: Basic $ (0.53) $ 0.23 $ (0.52) Diluted $ (0.53) $ 0.23 $ (0.52) |
Schedule of antidilutive securities excluded from computation of earnings per share | December 31, 2022 2021 2020 Common stock options 29,934,987 13,826,565 34,484,353 Restricted stock units 4,367,413 — — 34,302,400 13,826,565 34,484,353 |
DESCRIPTION OF THE BUSINESS (De
DESCRIPTION OF THE BUSINESS (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Getty Images Holdings, Inc | |
DESCRIPTION OF THE BUSINESS | |
Assets industry leading sites | $ 520 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2022 | Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Exchange ratio used for restating the shares, capital amounts and earnings per share | 1.27905 | ||||
Other long-term assets | $ 51,952 | $ 41,092 | |||
Estimated operating lease liabilities | 56,312 | $ 61,300 | |||
Bad debt recoveries | 6,460 | 5,946 | $ 7,773 | $ 7,843 | |
Accounts receivable - net of allowance | 6,460 | 5,946 | 7,773 | $ 7,843 | |
Right of use asset | 47,231 | 53,100 | |||
Deferred Rent | 8,300 | $ 8,300 | |||
Deferred Offering Costs | 0 | 3,900 | |||
Net foreign currency transaction gain (loss) | $ 24,600 | 36,400 | $ 45,100 | ||
Public Warrants | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Number of warrants issued during the period | 20,700,000 | ||||
Warrants outstanding | 0 | ||||
Private Placement Warrants | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Number of warrants issued during the period | 18,560,000 | ||||
Forward Purchase Warrants | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Number of warrants issued during the period | 3,750,000 | ||||
Number of shares entitled by each warrant | 1 | ||||
Exercise price | $ 11.50 | ||||
Getty SEA | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Ownership percentage by parent | 50% | ||||
Ownership percentage by non-controlling stockholder's interest | 50% | ||||
Noncontrolling Interest | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Cost of investment | $ 2,000 | ||||
Other long-term assets | $ 9,600 | $ 8,100 | |||
Getty Images Holdings, Inc | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Percentage of equity interest | 72% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Cash and cash equivalents | $ 97,912 | $ 186,301 | ||
Restricted cash | 4,482 | 5,228 | ||
Total cash, cash equivalents and restricted cash | $ 102,394 | $ 191,529 | $ 161,309 | $ 118,228 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Allowance for doubtful accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Beginning of year | $ 5,946 | $ 7,773 | $ 7,843 |
Provision | 1,465 | 750 | 2,002 |
Deductions | (951) | (2,577) | (2,072) |
End of year | $ 6,460 | $ 5,946 | $ 7,773 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Related-Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jun. 15, 2016 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Unsecured note receivable | $ 24,000 | $ 24,000 | ||
Getty Investments, LLC | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Annual management fees | $ 900 | $ 1,500 | $ 1,300 | |
Getty SEA | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Unsecured note receivable | $ 24,000 | |||
Note receivable, interest rate | 2.50% |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Minimum | |||
Concentration Risk | |||
Percentage of license fee earned and retained | 50% | ||
Minimum | Delegates concentration risk | |||
Concentration Risk | |||
Percentage of license fee earned and retained | 35% | ||
Minimum | Cost of Revenue | Supplier concentration risk | |||
Concentration Risk | |||
Total revenues (as a percent) | 20% | ||
Concentration risk percentage | 20% | ||
Maximum | |||
Concentration Risk | |||
Percentage of license fee earned and retained | 65% | ||
Maximum | Delegates concentration risk | |||
Concentration Risk | |||
Percentage of license fee earned and retained | 50% | ||
Maximum | Cost of Revenue | Supplier concentration risk | |||
Concentration Risk | |||
Total revenues (as a percent) | 50% | ||
Concentration risk percentage | 50% | ||
Third-party delegates | Revenue | Delegates concentration risk | |||
Concentration Risk | |||
Total revenues (as a percent) | 3% | 3% | 3% |
Concentration risk percentage | 3% | 3% | 3% |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Equity-Based Compensation (Details) $ in Millions | 12 Months Ended | |||
Apr. 01, 2021 segment | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Service period of equity-based compensation | 4 years | |||
Advertising and marketing costs | $ | $ 55.8 | $ 53.7 | $ 49 | |
Number of operating segment | segment | 1 | 1 |
BUSINESS COMBINATION - Business
BUSINESS COMBINATION - Business Combination to the Consolidated Statement of Cash Flows and the Consolidated Statements of Redeemable Preferred Stock and Stockholders Equity (Deficit) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Reconciliation of the elements of the Business Combination to the Condensed Consolidated Statement of Cash Flows and the Condensed Consolidated Statements of Redeemable Preferred Stock and Stockholders' Equity (Deficit) | |
Cash Inflow From Contributions of Business Combination | $ 864,164 |
Add: Cash paid to redeem Redeemable Preferred Stock | 614,996 |
CC Neuberger Principal Holdings II ("CCNB") | |
Reconciliation of the elements of the Business Combination to the Condensed Consolidated Statement of Cash Flows and the Condensed Consolidated Statements of Redeemable Preferred Stock and Stockholders' Equity (Deficit) | |
Cash - CCNB trust and cash, net of redemptions | 4,164 |
Less: Cash paid to redeem Redeemable Preferred Stock | (614,996) |
Less: Transaction costs paid during the year ended December 31, 2022 | (106,917) |
Net cash contributions from the Business Combination and related transactions | 142,251 |
Add: Non-cash assets received from CCNB | 806 |
Add: Transaction costs allocated to warrants | 4,262 |
Add: Cash paid to redeem Redeemable Preferred Stock | 614,996 |
Add: Tax effect of change in tax basis due to business combination | 6,508 |
Less: Fair value of Public, Private Placement and Forward Purchase Warrants | (72,374) |
Less: Transaction costs previously paid by Legacy Getty during 2021 or accrued at December 31, 2022 | (1,989) |
Net Business Combination and related transactions, excluding Redeemable Preferred Stock redemption | 694,460 |
Add: Fair value of Class A common stock issued to redeem Redeemable Preferred Stock | 140,250 |
Net Business Combination and related transactions, including Redeemable Preferred Stock redemption | 834,710 |
CC Neuberger Principal Holdings II ("CCNB") | PIPE Subscription Agreements | |
Reconciliation of the elements of the Business Combination to the Condensed Consolidated Statement of Cash Flows and the Condensed Consolidated Statements of Redeemable Preferred Stock and Stockholders' Equity (Deficit) | |
Cash Inflow From Contributions of Business Combination | 360,000 |
CC Neuberger Principal Holdings II ("CCNB") | Forward Purchase Agreement | |
Reconciliation of the elements of the Business Combination to the Condensed Consolidated Statement of Cash Flows and the Condensed Consolidated Statements of Redeemable Preferred Stock and Stockholders' Equity (Deficit) | |
Cash Inflow From Contributions of Business Combination | 200,000 |
CC Neuberger Principal Holdings II ("CCNB") | Backstop Facility Agreement | |
Reconciliation of the elements of the Business Combination to the Condensed Consolidated Statement of Cash Flows and the Condensed Consolidated Statements of Redeemable Preferred Stock and Stockholders' Equity (Deficit) | |
Cash Inflow From Contributions of Business Combination | $ 300,000 |
BUSINESS COMBINATION - Number o
BUSINESS COMBINATION - Number of shares of common stock issued immediately (Details) - shares | 12 Months Ended | |
Jul. 22, 2022 | Dec. 31, 2022 | |
BUSINESS COMBINATION | ||
Common stock of CCNB, net of redemptions | 508,311 | |
CCNB shares held by the Sponsor | 25,700,000 | |
Total shares issued in Business Combination and related transactions | 112,208,311 | |
PIPE Subscription Agreements | ||
BUSINESS COMBINATION | ||
Shares issued | 36,000,000 | |
Forward Purchase Agreement | ||
BUSINESS COMBINATION | ||
Shares issued | 3,750,000 | 20,000,000 |
Backstop Facility Agreement | ||
BUSINESS COMBINATION | ||
Shares issued | 30,000,000 | |
Legacy Getty Images | ||
BUSINESS COMBINATION | ||
Total shares of common stock immediately following the Business Combination | 324,147,226 | |
Legacy Getty Images | Common Stock holders | ||
BUSINESS COMBINATION | ||
Total shares of common stock immediately following the Business Combination | 196,938,915 | |
Legacy Getty Images | Redeemable Preferred Stock holders | ||
BUSINESS COMBINATION | ||
Total shares of common stock immediately following the Business Combination | 15,000,000 |
BUSINESS COMBINATION - Addition
BUSINESS COMBINATION - Additional Information (Details) | 12 Months Ended | |||
Jul. 22, 2022 USD ($) D tranche $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | |
BUSINESS COMBINATION | ||||
Purchase price per share | $ / shares | $ 0.0001 | |||
Total number of authorized shares | 2,006,140,000 | |||
Par value per share | $ / shares | $ 0.0001 | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |
Goodwill | $ | $ 1,499,578,000 | $ 1,503,245,000 | $ 1,430,837,000 | |
Sponsor side letter | ||||
BUSINESS COMBINATION | ||||
Number of CCNB Class B common stock agreed to convert to Restricted Sponsor Shares | 5,140,000 | |||
Stock conversion, VWAP trigger, Number of trading days | D | 20 | |||
Stock conversion, VWAP trigger, Number of consecutive trading days | D | 30 | |||
PIPE Subscription Agreements | ||||
BUSINESS COMBINATION | ||||
Number of shares issued | 36,000,000 | |||
Forward Purchase Agreement | ||||
BUSINESS COMBINATION | ||||
Number of shares issued | 3,750,000 | 20,000,000 | ||
Aggregate gross proceeds | $ | $ 200,000,000 | |||
Backstop Facility Agreement | ||||
BUSINESS COMBINATION | ||||
Number of shares issued | 30,000,000 | |||
Class A common stock | ||||
BUSINESS COMBINATION | ||||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | |
Common stock, shares, issued | 394,800,000 | 196,100,000 | ||
Class A common stock | PIPE Subscription Agreements | ||||
BUSINESS COMBINATION | ||||
Number of shares issued | 36,000,000 | |||
Purchase price per share | $ / shares | $ 10 | |||
Aggregate gross proceeds | $ | $ 360,000,000 | |||
Class A common stock | Forward Purchase Agreement | ||||
BUSINESS COMBINATION | ||||
Number of shares issued | 20,000,000 | |||
Class A common stock | Backstop Facility Agreement | ||||
BUSINESS COMBINATION | ||||
Number of shares issued | 30,000,000 | |||
Purchase price per share | $ / shares | $ 10 | |||
Aggregate gross proceeds | $ | $ 300,000,000 | |||
Class B common stock | ||||
BUSINESS COMBINATION | ||||
Common stock, shares authorized | 5,140,000 | 5,100,000 | 5,100,000 | |
Common stock, shares, issued | 0 | 0 | ||
Series B-1 Common Stock | Sponsor side letter | ||||
BUSINESS COMBINATION | ||||
Number of Restricted Sponsor shares into which Sponsor Shares are to be converted into | 2,570,000 | |||
Stock conversion, VWAP trigger | $ / shares | $ 12.50 | |||
Series B-2 Common Stock | Sponsor side letter | ||||
BUSINESS COMBINATION | ||||
Number of Restricted Sponsor shares into which Sponsor Shares are to be converted into | 2,570,000 | |||
Stock conversion, VWAP trigger | $ / shares | $ 15 | |||
Common Stock holders | Series B-1 Common Stock | Sponsor side letter | ||||
BUSINESS COMBINATION | ||||
Stock conversion, VWAP trigger | $ / shares | 12.50 | |||
Common Stock holders | Series B-2 Common Stock | Sponsor side letter | ||||
BUSINESS COMBINATION | ||||
Stock conversion, VWAP trigger | $ / shares | $ 15 | |||
Legacy Getty Images | ||||
BUSINESS COMBINATION | ||||
Consideration in shares | 324,147,226 | |||
Earn-Out milestones, Number of consecutive trading days for VWAP trigger | D | 30 | |||
Legacy Getty Images | Business Combination Agreement | ||||
BUSINESS COMBINATION | ||||
Earn-Out period | 10 years | |||
Number of business days after the occurrence of an applicable triggering event for issuance of Earn-Out Shares to former equity holders of Legacy Getty Images | D | 10 | |||
Maximum number of Earn-Out shares issuable to former equity holders of Legacy Getty Images | 59,000,000 | |||
Number of tranches for issuance of Earn-Out Shares to former equity holders of Legacy Getty Images | tranche | 3 | |||
Earn-Out milestones, number of trading days for VWAP trigger | D | 20 | |||
Legacy Getty Images | Business Combination Agreement | Earn-Out Tranche I | ||||
BUSINESS COMBINATION | ||||
Threshold VWAP trigger for Earn-Out milestones | $ / shares | $ 12.50 | |||
Legacy Getty Images | Business Combination Agreement | Earn-Out Tranche II | ||||
BUSINESS COMBINATION | ||||
Threshold VWAP trigger for Earn-Out milestones | $ / shares | 15 | |||
Legacy Getty Images | Business Combination Agreement | Earn-Out Tranche III | ||||
BUSINESS COMBINATION | ||||
Threshold VWAP trigger for Earn-Out milestones | $ / shares | $ 17.50 | |||
Legacy Getty Images | Common Stock holders | ||||
BUSINESS COMBINATION | ||||
Number of shares held by shareholder | 153,322,880 | |||
Consideration in shares | 196,938,915 | |||
Legacy Getty Images | Common Stock holders | Class A common stock | ||||
BUSINESS COMBINATION | ||||
Consideration in shares | 196,938,915 | |||
Legacy Getty Images | Common Stock holders | Class A common stock | Business Combination Agreement | Earn-Out Tranche I | ||||
BUSINESS COMBINATION | ||||
Threshold VWAP trigger for Earn-Out milestones | $ / shares | $ 12.50 | |||
Legacy Getty Images | Common Stock holders | Class A common stock | Business Combination Agreement | Earn-Out Tranche II | ||||
BUSINESS COMBINATION | ||||
Threshold VWAP trigger for Earn-Out milestones | $ / shares | 15 | |||
Legacy Getty Images | Common Stock holders | Class A common stock | Business Combination Agreement | Earn-Out Tranche III | ||||
BUSINESS COMBINATION | ||||
Threshold VWAP trigger for Earn-Out milestones | $ / shares | $ 17.50 | |||
Legacy Getty Images | Redeemable Preferred Stock holders | ||||
BUSINESS COMBINATION | ||||
Consideration in shares | 15,000,000 | |||
Cash | $ | $ 615,000,000 | |||
Legacy Getty Images | Redeemable Preferred Stock holders | Class A common stock | ||||
BUSINESS COMBINATION | ||||
Consideration in shares | 15,000,000 | |||
Consideration in shares, fair value | $ | $ 140,200,000 | |||
CC Neuberger Principal Holdings II ("CCNB") | ||||
BUSINESS COMBINATION | ||||
Cash | $ | $ 614,996,000 | |||
Common stock, shares, issued | 5,140,000 | |||
Goodwill | $ | 0 | |||
Other intangible assets | $ | $ 0 |
ACQUISITION (Details)
ACQUISITION (Details) - Unsplash Inc. - USD ($) | 12 Months Ended | ||
Apr. 01, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
ACQUISITION | |||
Payments to acquire business | $ 95,418,000 | ||
Acquisition-date fair value of Contingent Consideration | 13,200,000 | $ 0 | $ 14,000,000 |
Two-Year Earnout | |||
ACQUISITION | |||
Threshold revenue | $ 10,000,000 | ||
Earnout term | 2 years | ||
Contingent consideration based on earnout | $ 10,000,000 | ||
Payment for contingent consideration made | $ 10,000,000 | ||
Revenues that exceed $10.0 million | |||
ACQUISITION | |||
Additional contingent consideration for every $1.0 million in revenues | 1,000 | ||
Threshold revenue for additional contingent consideration | 10,000,000 | ||
Revenues that exceeds $20.0 million in that trailing 12-month period | |||
ACQUISITION | |||
Additional contingent consideration for every $1.0 million in revenues | 2,500 | ||
Threshold revenue for additional contingent consideration | 20,000,000 | ||
Three-Year Earnout | |||
ACQUISITION | |||
Threshold revenue | $ 30,000,000 | ||
Earnout term | 3 years | ||
Contingent consideration based on earnout | $ 10,000,000 | ||
Revenues that exceed $30.0 million | |||
ACQUISITION | |||
Additional contingent consideration for every $1.0 million in revenues | 1,000 | ||
Threshold revenue for additional contingent consideration | 30,000,000 | ||
Revenues that exceeds $60.0 million in that trailing 12-month period | |||
ACQUISITION | |||
Additional contingent consideration for every $1.0 million in revenues | 2,500 | ||
Threshold revenue for additional contingent consideration | $ 60,000,000 |
ACQUISITION - Components of the
ACQUISITION - Components of the fair value of consideration transferred (Details) - Unsplash Inc. $ in Thousands | Apr. 01, 2021 USD ($) |
ACQUISITION | |
Cash | $ 95,418 |
Contingent Consideration | 13,200 |
Total fair value of consideration transferred | $ 108,618 |
ACQUISITION - Additional Inform
ACQUISITION - Additional Information (Details) $ in Millions | 12 Months Ended | |
Apr. 01, 2021 USD ($) item segment | Dec. 31, 2022 segment | |
ACQUISITION | ||
Number of operating segment | segment | 1 | 1 |
Unsplash Inc. | ||
ACQUISITION | ||
Transaction costs incurred | $ | $ 0.4 | |
Number of minimum image downloads | 102 | |
Number of minimum image views per month | 20 |
ACQUISITION - Purchase price al
ACQUISITION - Purchase price allocated to assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Apr. 01, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets acquired and liabilities assumed: | ||||
Goodwill | $ 1,499,578 | $ 1,503,245 | $ 1,430,837 | |
Unsplash Inc. | ||||
Assets acquired and liabilities assumed: | ||||
Cash and cash equivalents | $ 6,213 | |||
Accounts receivable | 1,061 | |||
Other current assets | 736 | |||
Prepaid expenses | 118 | |||
Property and equipment | 1,729 | |||
Other long term assets | 306 | |||
Identifiable intangible assets | 23,900 | |||
Goodwill | 75,782 | |||
Total assets acquired | 109,845 | |||
Accounts payable and accrued expenses | (128) | |||
Deferred income tax liability | (1,099) | |||
Total liabilities assumed | (1,227) | |||
Net assets acquired | $ 108,618 | |||
Weighted average life of intangible assets | 6 years |
ACQUISITION - Revenue and opera
ACQUISITION - Revenue and operating loss (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
ACQUISITION | |
Revenue since acquisition | $ 5.8 |
Operating loss since acquisition | $ 1.2 |
COMMON STOCK WARRANTS (Details)
COMMON STOCK WARRANTS (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 19, 2022 | Sep. 19, 2022 | Aug. 31, 2022 | Dec. 31, 2022 | |
COMMON STOCK WARRANTS | ||||
Amount paid for redemption of warrants | $ 244 | |||
Loss on fair value adjustment for warrant liabilities - net | $ (160,728) | |||
Public Warrants | ||||
COMMON STOCK WARRANTS | ||||
Number of shares entitled by each warrant | 20,700,000 | |||
Number fractional shares issued upon exercise of warrants | 0 | |||
Transaction costs allocated to warrants | $ 4,300 | |||
Shares issued upon exercise of warrants | 10,328 | |||
Cash proceeds from exercise of warrants | $ 100 | |||
Warrants outstanding | 0 | |||
Public Warrants | Class A common stock | ||||
COMMON STOCK WARRANTS | ||||
Number of shares entitled by each warrant | 1 | |||
Exercise price | $ 11.50 | |||
Public Warrants | Redemption of warrants when the price of Class A common stock equals or exceeds $18.00 per share | ||||
COMMON STOCK WARRANTS | ||||
Redemption price per public warrant (in dollars per share) | 0.01 | |||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |||
Threshold trading days for redemption of public warrants | 20 days | |||
Consecutive threshold trading days for redemption of warrants | 30 days | |||
Private Placement Warrants | ||||
COMMON STOCK WARRANTS | ||||
Number of shares entitled by each warrant | 18,560,000 | |||
Non-cash change in fair value of warrants | $ 176,600 | |||
Private Placement Warrants | Class A common stock | ||||
COMMON STOCK WARRANTS | ||||
Number of shares entitled by each warrant | 1 | |||
Exercise price | $ 11.50 | |||
Number of shares issued on exercise of warrants | 11,555,996 | |||
Forward Purchase Warrants | ||||
COMMON STOCK WARRANTS | ||||
Number of shares entitled by each warrant | 3,750,000 | |||
Number of shares entitled by each warrant | 1 | |||
Exercise price | $ 11.50 | |||
Public and Forward Purchase Warrants | ||||
COMMON STOCK WARRANTS | ||||
Redemption price per public warrant (in dollars per share) | $ 0.01 | |||
Transaction costs allocated to warrants | $ 4,300 | |||
Non-cash change in fair value of warrants | $ 15,900 | |||
Amount paid for redemption of warrants | $ 200 |
DERIVATIVE INSTRUMENTS - Fair v
DERIVATIVE INSTRUMENTS - Fair value amounts of derivative instruments (Details) - Derivatives not designated as hedging instruments - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair value amounts of derivative instruments | ||
Total derivatives, Asset | $ 9,032 | $ 804 |
Total derivatives, Liability | 0 | 13,759 |
Foreign currency exchange options | ||
Fair value amounts of derivative instruments | ||
Total derivatives, Asset | 0 | 804 |
Total derivatives, Liability | 0 | 0 |
Interest rate swaps | ||
Fair value amounts of derivative instruments | ||
Total derivatives, Asset | 9,032 | 0 |
Total derivatives, Liability | $ 0 | $ 13,759 |
DERIVATIVE INSTRUMENTS (Details
DERIVATIVE INSTRUMENTS (Details) - Derivatives not designated as hedging instruments $ in Millions | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2019 USD ($) item | Dec. 31, 2022 USD ($) item | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Foreign currency exchange options | ||||
DERIVATIVE INSTRUMENTS | ||||
Derivative contracts, notional amounts | $ 0 | $ 15.2 | ||
Gain recognized on derivatives | 0.7 | 1.7 | ||
Loss recognized on derivatives | $ 0.9 | |||
Interest rate swaps | ||||
DERIVATIVE INSTRUMENTS | ||||
Gain recognized on derivatives | $ 22.8 | $ 17.6 | ||
Loss recognized on derivatives | $ 13.3 | |||
Number of interest rate swaps to hedge interest rate risk | item | 2 | |||
Embedded floor option rate, maximum | 0% | |||
Interest rate swap, one | ||||
DERIVATIVE INSTRUMENTS | ||||
Derivative contracts, notional amounts | $ 175 | |||
Notional amount of swap matured | $ 175 | |||
Fixed interest rate | 2.501% | |||
Interest rate swap, two | ||||
DERIVATIVE INSTRUMENTS | ||||
Derivative contracts, notional amounts | $ 355 | |||
Number of interest rate swaps to hedge interest rate risk | item | 1 | |||
Fixed interest rate | 2.60% |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Financial instrument assets recorded at fair value (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Derivative assets: | ||
Derivative assets | $ 9,032 | |
Recurring | ||
FAIR VALUE OF FINANCIAL INSTRUMENTS | ||
Money market funds (cash equivalents) | 20,462 | $ 30,096 |
Derivative assets: | ||
Derivative assets | 29,494 | 30,900 |
Recurring | Foreign currency exchange options | ||
Derivative assets: | ||
Derivative assets | 804 | |
Recurring | Interest rate swaps | ||
Derivative assets: | ||
Derivative assets | 9,032 | |
Level 1 | Recurring | ||
FAIR VALUE OF FINANCIAL INSTRUMENTS | ||
Money market funds (cash equivalents) | 20,462 | 30,096 |
Derivative assets: | ||
Derivative assets | 20,462 | 30,096 |
Level 2 | Recurring | ||
Derivative assets: | ||
Derivative assets | 9,032 | 804 |
Level 2 | Recurring | Foreign currency exchange options | ||
Derivative assets: | ||
Derivative assets | $ 804 | |
Level 2 | Recurring | Interest rate swaps | ||
Derivative assets: | ||
Derivative assets | $ 9,032 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Financial instrument liabilities recorded at fair value (Details) - Nonrecurring - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
FAIR VALUE OF FINANCIAL INSTRUMENTS | ||
Term Loans | $ 1,112,990 | $ 1,475,759 |
Senior Notes | 297,354 | 318,375 |
Contingent Consideration | 14,039 | |
Derivative liabilities: | ||
Interest rate swap contracts | 13,759 | |
Liabilities fair value | 1,410,344 | 1,821,932 |
Level 2 | ||
FAIR VALUE OF FINANCIAL INSTRUMENTS | ||
Term Loans | 1,112,990 | 1,475,759 |
Senior Notes | 297,354 | 318,375 |
Derivative liabilities: | ||
Interest rate swap contracts | 13,759 | |
Liabilities fair value | $ 1,410,344 | 1,807,893 |
Level 3 | ||
FAIR VALUE OF FINANCIAL INSTRUMENTS | ||
Contingent Consideration | 14,039 | |
Derivative liabilities: | ||
Liabilities fair value | $ 14,039 |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS - Quantitative information associated with the fair value measurements (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) item Y | Dec. 31, 2021 USD ($) | Apr. 01, 2021 USD ($) | |
Unsplash Inc. | |||
Quantitative information associated with the fair value measurements | |||
Obligations to transfer contingent consideration relating acquisition | $ 0 | $ 14 | $ 13.2 |
Unsplash Inc. | Two Year Earnout Is Met | |||
Quantitative information associated with the fair value measurements | |||
Threshold revenues in calculating contingent consideration payments | $ 10 | ||
Level 3 | Probability-adjusted discounted cash flow | Years until milestones are expected to be achieved | |||
Quantitative information associated with the fair value measurements | |||
Fair value measurements input | Y | 1.57 | ||
Level 3 | Probability-adjusted discounted cash flow | Discount rate | |||
Quantitative information associated with the fair value measurements | |||
Fair value measurements input | item | 0.0994 |
FAIR VALUE OF FINANCIAL INSTR_6
FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair value of contingent consideration (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | ||
Beginning balance | $ 14,039 | |
Assumed in Business Combination | $ 13,200 | |
Change in fair value of Contingent Consideration | (4,039) | 839 |
Exercise / Payment | (10,000) | |
Ending balance | $ 14,039 | |
Private Placement Warrants | ||
FAIR VALUE OF FINANCIAL INSTRUMENTS | ||
Assumed in Business Combination | 56,237 | |
Change in fair value | $ 176,616 | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | |
Exercise / Payment | $ (232,853) |
PROPERTY AND EQUIPMENT - NET (D
PROPERTY AND EQUIPMENT - NET (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT - NET | ||
Property and equipment | $ 619,769 | $ 626,522 |
Less: accumulated depreciation | (447,686) | (455,626) |
Property and equipment, net | $ 172,083 | 170,896 |
Contemporary imagery | ||
PROPERTY AND EQUIPMENT - NET | ||
Estimated Useful Life (in years) | 5 years | |
Property and equipment | $ 377,858 | 379,837 |
Computer hardware purchased | ||
PROPERTY AND EQUIPMENT - NET | ||
Estimated Useful Life (in years) | 3 years | |
Property and equipment | $ 6,783 | 5,639 |
Computer software developed for internal use | ||
PROPERTY AND EQUIPMENT - NET | ||
Estimated Useful Life (in years) | 3 years | |
Property and equipment | $ 119,516 | 114,434 |
Leasehold improvements | ||
PROPERTY AND EQUIPMENT - NET | ||
Property and equipment | $ 8,361 | 11,459 |
Leasehold improvements | Minimum | ||
PROPERTY AND EQUIPMENT - NET | ||
Estimated Useful Life (in years) | 2 years | |
Leasehold improvements | Maximum | ||
PROPERTY AND EQUIPMENT - NET | ||
Estimated Useful Life (in years) | 20 years | |
Furniture, fixtures and studio equipment | ||
PROPERTY AND EQUIPMENT - NET | ||
Estimated Useful Life (in years) | 5 years | |
Property and equipment | $ 10,856 | 15,167 |
Archival imagery | ||
PROPERTY AND EQUIPMENT - NET | ||
Estimated Useful Life (in years) | 40 years | |
Property and equipment | $ 94,043 | 97,547 |
Other | ||
PROPERTY AND EQUIPMENT - NET | ||
Property and equipment | $ 2,352 | $ 2,439 |
Other | Minimum | ||
PROPERTY AND EQUIPMENT - NET | ||
Estimated Useful Life (in years) | 3 years | |
Other | Maximum | ||
PROPERTY AND EQUIPMENT - NET | ||
Estimated Useful Life (in years) | 4 years |
PROPERTY AND EQUIPMENT - NET -
PROPERTY AND EQUIPMENT - NET - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Archival imagery | ||
PROPERTY AND EQUIPMENT - NET | ||
Property and Equipment with Indefinite life | $ 10 | $ 10.3 |
GOODWILL - Change in Goodwill (
GOODWILL - Change in Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
GOODWILL. | ||
Goodwill before impairment, Beginning balance | $ 2,028,245 | $ 1,955,837 |
Goodwill before impairment, Ending balance | 2,024,578 | 2,028,245 |
Accumulated impairment charge, Beginning balance | (525,000) | (525,000) |
Accumulated impairment charge, Ending balance | (525,000) | (525,000) |
Goodwill - net, Beginning balance | 1,503,245 | 1,430,837 |
Effects of fluctuations in foreign currency exchange rates | (3,667) | (3,374) |
Goodwill related to acquisition | 75,782 | |
Goodwill - net, Ending balance | $ 1,499,578 | $ 1,503,245 |
IDENTIFIABLE INTANGIBLE ASSET_3
IDENTIFIABLE INTANGIBLE ASSETS - NET (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IDENTIFIABLE INTANGIBLE ASSETS - NET | ||
Gross amount, intangible assets | $ 1,000,225 | $ 1,031,474 |
Accumulated Amortization | (580,677) | (552,622) |
Net amount, intangible assets | 419,548 | 478,852 |
Trademarks and trade names | ||
IDENTIFIABLE INTANGIBLE ASSETS - NET | ||
Gross amount, finite-lived intangible assets | 104,053 | 104,174 |
Accumulated Amortization | (104,026) | (96,041) |
Net amount, finite-lived intangible assets | $ 27 | 8,133 |
Trademarks and trade names | Minimum | ||
IDENTIFIABLE INTANGIBLE ASSETS - NET | ||
Range of Estimated Useful Lives | 5 years | |
Trademarks and trade names | Maximum | ||
IDENTIFIABLE INTANGIBLE ASSETS - NET | ||
Range of Estimated Useful Lives | 10 years | |
Patented and unpatented technology | ||
IDENTIFIABLE INTANGIBLE ASSETS - NET | ||
Gross amount, finite-lived intangible assets | $ 109,275 | 112,288 |
Accumulated Amortization | (103,419) | (97,818) |
Net amount, finite-lived intangible assets | $ 5,856 | 14,470 |
Patented and unpatented technology | Minimum | ||
IDENTIFIABLE INTANGIBLE ASSETS - NET | ||
Range of Estimated Useful Lives | 3 years | |
Patented and unpatented technology | Maximum | ||
IDENTIFIABLE INTANGIBLE ASSETS - NET | ||
Range of Estimated Useful Lives | 10 years | |
Customer lists, contracts, and relationships | ||
IDENTIFIABLE INTANGIBLE ASSETS - NET | ||
Gross amount, finite-lived intangible assets | $ 391,454 | 404,421 |
Accumulated Amortization | (367,273) | (350,997) |
Net amount, finite-lived intangible assets | $ 24,181 | 53,424 |
Customer lists, contracts, and relationships | Minimum | ||
IDENTIFIABLE INTANGIBLE ASSETS - NET | ||
Range of Estimated Useful Lives | 5 years | |
Customer lists, contracts, and relationships | Maximum | ||
IDENTIFIABLE INTANGIBLE ASSETS - NET | ||
Range of Estimated Useful Lives | 11 years | |
Non-compete Covenant | ||
IDENTIFIABLE INTANGIBLE ASSETS - NET | ||
Range of Estimated Useful Lives | 3 years | |
Gross amount, finite-lived intangible assets | $ 900 | 900 |
Accumulated Amortization | (900) | (811) |
Net amount, finite-lived intangible assets | 89 | |
Other identifiable intangible assets | ||
IDENTIFIABLE INTANGIBLE ASSETS - NET | ||
Gross amount, finite-lived intangible assets | 5,059 | 7,110 |
Accumulated Amortization | $ (5,059) | (6,955) |
Net amount, finite-lived intangible assets | 155 | |
Other identifiable intangible assets | Minimum | ||
IDENTIFIABLE INTANGIBLE ASSETS - NET | ||
Range of Estimated Useful Lives | 3 years | |
Other identifiable intangible assets | Maximum | ||
IDENTIFIABLE INTANGIBLE ASSETS - NET | ||
Range of Estimated Useful Lives | 13 years | |
Trade name | ||
IDENTIFIABLE INTANGIBLE ASSETS - NET | ||
Indefinite lived assets | $ 389,484 | $ 402,581 |
IDENTIFIABLE INTANGIBLE ASSET_4
IDENTIFIABLE INTANGIBLE ASSETS - NET - Amortization (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
IDENTIFIABLE INTANGIBLE ASSETS - NET | |
2023 | $ 23,892 |
2024 | 2,092 |
2025 | 2,083 |
2026 | 729 |
2027 | $ 279 |
OTHER ASSETS AND LIABILITIES (D
OTHER ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Long-Term Assets | ||
Long term note receivable from a related party | $ 24,000 | $ 24,000 |
Minority and other investments | 12,097 | 10,621 |
Derivative asset | 9,032 | |
Tax receivable | 2,700 | 3,300 |
Equity method investment | 2,064 | 1,207 |
Long term deposits | 1,609 | 1,754 |
Other | 450 | 210 |
Other Long-Term Assets, total | 51,952 | 41,092 |
Accrued Expenses | ||
Accrued compensation and related costs | 23,851 | 38,232 |
Lease liabilities | 10,094 | |
Interest payable | 9,993 | 9,750 |
Accrued professional fees | 4,334 | 5,198 |
Accrued contingent consideration | 9,456 | |
Accrued restructuring | 1,033 | |
Derivative liabilities | 686 | |
Other | 1,055 | 2,214 |
Accrued expenses, total | 49,327 | 66,569 |
Other Long-Term Liabilities | ||
Deferred revenue | 3,167 | 3,387 |
Derivative liabilities | 13,073 | |
Accrued Contingent Consideration (net of current portion) | 4,583 | |
Deferred rent (net of current portion) | 3,370 | |
Accrued restructuring | 1,441 | |
Other | 1,107 | |
Other Long-Term Liabilities, total | $ 3,167 | $ 26,961 |
DEBT (Details)
DEBT (Details) $ in Thousands, € in Millions | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 EUR (€) | Feb. 28, 2019 USD ($) | Feb. 28, 2019 EUR (€) |
DEBT | ||||||
Less: issuance costs and discounts amortized to interest expense | $ (5,549) | $ (14,127) | ||||
Less: short-term debt - net | (6,481) | |||||
Long-term debt, net | 1,428,847 | 1,750,990 | ||||
Revolving credit facility | ||||||
DEBT | ||||||
Principal amount | $ 80,000 | |||||
Maximum borrowing capacity | 110,000 | |||||
Senior Notes | ||||||
DEBT | ||||||
Long-term Debt, Gross | 300,000 | 300,000 | ||||
Principal amount | $ 300,000 | |||||
Interest rate | 9.75% | 9.75% | ||||
USD Term Loans | ||||||
DEBT | ||||||
Long-term Debt, Gross | 687,400 | 997,800 | ||||
Principal amount | $ 1,040,000 | |||||
EUR Term Loans | ||||||
DEBT | ||||||
Long-term Debt, Gross | $ 446,996 | $ 473,798 | ||||
Principal amount | € | € 419 | € 419 | € 450 |
DEBT - Additional information (
DEBT - Additional information (Details) $ in Thousands, € in Millions | 1 Months Ended | 12 Months Ended | ||||||
Aug. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 EUR (€) | Feb. 28, 2019 USD ($) | Feb. 28, 2019 EUR (€) | |
DEBT | ||||||||
Amortization of issuance costs and debt discount | $ 300,000 | |||||||
Loss on extinguishment of debt | $ 2,693 | |||||||
Prepayment fees or penalties for repayment of debt | 26,678 | |||||||
Fees incurred | 400 | $ 400 | $ 400 | |||||
EUR Term Loans | ||||||||
DEBT | ||||||||
Principal amount | € | € 419 | € 419 | € 450 | |||||
Average rate | 5% | 5.27% | 5% | |||||
EUR Term Loans | Adjusted Eurodollar rate | ||||||||
DEBT | ||||||||
Interest rate | 5% | |||||||
USD Term Loans | ||||||||
DEBT | ||||||||
Repayments of debt | 300,000 | 300,000 | ||||||
Loss on extinguishment of debt | $ (2,700) | |||||||
Principal amount | $ 1,040,000 | |||||||
Quarterly installments | $ 2,600 | |||||||
Percentage of excess cash flow principal payment | 50% | |||||||
Average rate | 4.69% | 6% | 4.63% | |||||
Base rate loans | ||||||||
DEBT | ||||||||
Interest rate | 3.50% | |||||||
Base rate loans | NYFRB Rate | ||||||||
DEBT | ||||||||
Spread on variable rate | 0.50% | |||||||
Base rate loans | Adjusted Eurodollar rate | ||||||||
DEBT | ||||||||
Spread on variable rate | 1% | |||||||
Eurodollar loans | Adjusted Eurodollar rate | ||||||||
DEBT | ||||||||
Interest rate | 4.50% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | 1 Months Ended | |
Aug. 31, 2022 | Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | ||
Net uncertain tax positions | $ 34.6 | |
Tax benefit for net uncertain tax positions | $ 2.7 | |
EUR term loans 2023 | ||
COMMITMENTS AND CONTINGENCIES | ||
Interest rate | 8.10% | |
EUR term loans 2024 | ||
COMMITMENTS AND CONTINGENCIES | ||
Interest rate | 8.40% | |
EUR term loans 2025 | ||
COMMITMENTS AND CONTINGENCIES | ||
Interest rate | 7.80% | |
EUR term loans 2026 | ||
COMMITMENTS AND CONTINGENCIES | ||
Interest rate | 7.90% | |
USD term loans 2023 | ||
COMMITMENTS AND CONTINGENCIES | ||
Interest rate | 9.40% | |
USD term loans 2024 | ||
COMMITMENTS AND CONTINGENCIES | ||
Interest rate | 8.60% | |
USD term loans 2025 | ||
COMMITMENTS AND CONTINGENCIES | ||
Interest rate | 7.80% | |
USD term loans 2026 | ||
COMMITMENTS AND CONTINGENCIES | ||
Interest rate | 7.70% | |
USD Term Loans | ||
COMMITMENTS AND CONTINGENCIES | ||
Quarterly installments | $ 2.6 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Future minimum payments under debt obligations, non-cancelable operating leases and other purchase obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revolver commitment fee | ||
2023 | $ 404 | |
2024 | 69 | |
Total | 473 | |
Operating lease payments on facilities leases | ||
2023 | 13,592 | |
2024 | 12,221 | |
2025 | 11,824 | |
2026 | 6,951 | |
2027 | 6,019 | |
Thereafter | 20,599 | |
Total undiscounted lease payments | 71,206 | |
Minimum royalty guarantee payments to content suppliers | ||
2023 | 39,607 | |
2024 | 37,515 | |
2025 | 36,117 | |
2026 | 18,932 | |
2027 | 9,038 | |
Thereafter | 17,044 | |
Total | 158,253 | |
Technology purchase commitments | ||
2023 | 4,826 | |
2024 | 2,817 | |
2025 | 2,045 | |
2026 | 27 | |
Total | 9,715 | |
Other commitments | ||
2023 | 2,796 | |
2024 | 244 | |
2025 | 255 | |
Total | 3,295 | |
Total commitments | ||
2023 | 192,746 | |
2024 | 180,385 | |
2025 | 169,329 | |
2026 | 1,201,859 | |
2027 | 329,682 | |
Thereafter | 37,643 | |
Total | 2,111,644 | |
Receipts for subleased facilities | ||
2024 | 5,000 | |
2025 | 4,900 | |
2026 | 1,200 | |
Minimum guaranteed receipts from content suppliers | ||
2025 | 2,000 | |
USD Term Loans and EUR Term loans | ||
Debt, Principal payments | ||
2026 | 1,134,396 | |
Total | 1,134,396 | |
Debt, Interest payments | ||
2023 | 102,271 | |
2024 | 98,269 | |
2025 | 89,838 | |
2026 | 12,303 | |
Total | 302,681 | |
Senior Notes | ||
Debt, Principal payments | ||
2027 | 300,000 | |
Total | 300,000 | $ 300,000 |
Debt, Interest payments | ||
2023 | 29,250 | |
2024 | 29,250 | |
2025 | 29,250 | |
2026 | 29,250 | |
2027 | 14,625 | |
Total | $ 131,625 |
REVENUE (Details)
REVENUE (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) product employee | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
REVENUE | |||
Number Of Primary Products | product | 3 | ||
Number of staff photographers and videographers | employee | 115 | ||
Total Revenue | $ 926,244 | $ 918,688 | $ 815,401 |
Revenues recognized from deferred revenue balance | 135,500 | ||
Creative Stills | |||
REVENUE | |||
Total Revenue | 585,400 | 596,917 | 532,732 |
Editorial Stills | |||
REVENUE | |||
Total Revenue | 325,770 | 306,631 | 266,699 |
Other | |||
REVENUE | |||
Total Revenue | $ 15,074 | $ 15,140 | $ 15,970 |
REDEEMABLE PREFERRED STOCK (Det
REDEEMABLE PREFERRED STOCK (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jul. 22, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY (DEFICIT) | ||||
Cash payments for retirement of Redeemable Preferred Stock | $ 614,996 | |||
Dividends declared and issued, value | $ 43,200 | $ 71,400 | $ 64,100 | |
Dividends declared and issued, shares | 38,109 | 70,574 | 63,384 | |
Redemption percentage | 105% | |||
Value of increase in the redemption value immediately prior to the Closing | $ 26,700 | |||
Redeemable Preferred Stock | ||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||
Number of shares authorized | 900,000 | 900,000 | ||
Par value per share | $ 0.01 | $ 0.01 | ||
Getty Images Holdings, Inc | Class A common stock | ||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||
Cash payments for retirement of Redeemable Preferred Stock | $ 615,000 | |||
Number of shares issued for payments for retirement of Redeemable Preferred Stock | 15,000,000 | |||
Value of shares issued as payments for retirement of Redeemable Preferred Stock | $ 140,200 |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) (Details) | 1 Months Ended | 12 Months Ended | ||
Jul. 22, 2022 Vote D $ / shares shares | Aug. 31, 2022 shares | Dec. 31, 2022 Vote shares | Dec. 31, 2021 shares | |
STOCKHOLDERS' EQUITY (DEFICIT) | ||||
Total number of authorized shares | 2,006,140,000 | |||
Par value per share | $ / shares | $ 0.0001 | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |
Sponsor side letter | ||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||
Stock conversion, VWAP trigger, Number of trading days | D | 30 | |||
Stock conversion, VWAP trigger, Number of consecutive trading days | D | 20 | |||
Class A common stock | ||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | |
Common stock, votes per share | Vote | 1 | |||
Number of shares converted to Class A common stock | 5,140,000 | |||
Issuance of common stock upon vesting of Earn-out shares (in shares) | 58,999,956 | |||
Class B common stock | ||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||
Common stock, shares authorized | 5,140,000 | 5,100,000 | 5,100,000 | |
Common stock, votes per share | Vote | 1 | |||
Series B-1 common stock | Sponsor side letter | ||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||
Number of Restricted Sponsor shares into which Sponsor Shares are to be converted into | 2,570,000 | |||
Stock conversion, VWAP trigger | $ / shares | $ 12.50 | |||
Series B-2 common stock | Sponsor side letter | ||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||
Number of Restricted Sponsor shares into which Sponsor Shares are to be converted into | 2,570,000 | |||
Stock conversion, VWAP trigger | $ / shares | $ 15 |
EQUITY-BASED COMPENSATION - Equ
EQUITY-BASED COMPENSATION - Equity-based compensation expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
EQUITY-BASED COMPENSATION | |||
Capitalized stock-based compensation expense | $ 0.3 | ||
Non-stock equity awards outstanding, converted | 29,935,000 | 26,271,000 | |
Selling, general and administrative expenses | |||
EQUITY-BASED COMPENSATION | |||
Equity-based compensation, net of forfeitures | $ 9.5 | $ 6.4 | $ 8 |
Equity Incentive Plan 2022 | |||
EQUITY-BASED COMPENSATION | |||
Equity based awards vested | 4 years | ||
Number of common stock will be available for issuance (in shares) | 51,104,577 | ||
Number of shares available to be issued | 16,744,429 | ||
Legacy Getty 2012 Plan | Class A common stock | |||
EQUITY-BASED COMPENSATION | |||
Non-stock equity awards outstanding, converted | 3,635 |
EQUITY-BASED COMPENSATION - Sum
EQUITY-BASED COMPENSATION - Summary of the Company's stock option activity (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of awards | ||
Outstanding at the beginning | 26,271 | |
Retroactive application of recapitalization | 7,331 | |
Outstanding at the beginning, after effect of recapitalization | 33,602 | |
Granted | 978 | |
Exercised | (2,959) | |
Pre-vesting forfeitures | (1,659) | |
Post-vesting cancellations | (27) | |
Outstanding at the end | 29,935 | 26,271 |
Exercisable at the end | 26,412 | |
Vested and expected to vest after the end | 29,863 | |
Weighted Average Exercise Price | ||
Outstanding at the beginning (in dollars per share) | $ 3.98 | |
Retroactive application of recapitalization (in dollars per share) | $ (0.87) | |
Outstanding at the beginning, after effect of recapitalization (in dollars per share) | 3.11 | |
Granted (in dollars per share) | 6.18 | |
Exercised (in dollars per share) | 4.36 | |
Pre-vesting forfeitures (in dollars per share) | 3.32 | |
Post-vesting cancellations (in dollars per share) | 2.77 | |
Outstanding at the end (in dollars per share) | 3.08 | $ 3.98 |
Exercisable at the end (in dollars per share) | 3.01 | |
Vested and expected to vest after the end (in dollars per share) | $ 3.08 | |
Remaining Average Contractual Life (in Years) | ||
Outstanding at the beginning, after effect of recapitalization | 5 years 10 months 6 days | 5 years 10 months 13 days |
Outstanding at the end | 5 years 10 months 6 days | 5 years 10 months 13 days |
Exercisable at the end | 5 years 7 months 13 days | |
Vested and expected to vest after the end | 5 years 10 months 6 days |
EQUITY-BASED COMPENSATION - Int
EQUITY-BASED COMPENSATION - Intrinsic value of the Company's stock options (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Intrinsic value of stock options | ||
Stock options outstanding | $ 75,888 | $ 12,794 |
Stock options exercisable | 68,431 | 9,254 |
Stock options vested and expected to vest | 75,704 | $ 12,641 |
Intrinsic value of stock options exercised | $ 14,800 |
EQUITY-BASED COMPENSATION - Wei
EQUITY-BASED COMPENSATION - Weighted-average grant-date fair value of stock options, the valuation model used to estimate the fair value, and the assumptions input (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Weighted-average grant-date fair value of stock options and the assumptions input into that model for awards granted | |||
Weighted average grant date fair value per award | $ 3.17 | $ 1.19 | $ 1.22 |
Expected award price volatility | 50% | 35% | 50% |
Risk-free rate of return | 4.15% | 1.15% | 1.08% |
Expected life of awards | 5 years 8 months 12 days | 6 years 1 month 6 days | 6 years 1 month 6 days |
Expected rate of dividends | 0% | 0% | 0% |
EQUITY-BASED COMPENSATION - Unr
EQUITY-BASED COMPENSATION - Unrecognized compensation expense of stock options (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
EQUITY-BASED COMPENSATION | |||
Total unrecognized compensation expense | $ 4.5 | ||
Total unrecognized compensation expense, weighted average period | 1 year 4 months 24 days | ||
Fair value of time-based awards that vested | $ 7.9 | $ 6.7 | $ 10.1 |
EQUITY-BASED COMPENSATION - S_2
EQUITY-BASED COMPENSATION - Summary of RSU activity (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Number of awards | |
Granted | shares | 4,368 |
Cancelled | shares | (1) |
Outstanding at the end | shares | 4,367 |
Weighted Average Grant-Date Fair Value | |
Granted (in dollars per share) | $ / shares | $ 5.58 |
Cancelled (in dollars per share) | $ / shares | 5.60 |
Outstanding at the end (in dollars per share) | $ / shares | $ 5.58 |
EQUITY-BASED COMPENSATION - U_2
EQUITY-BASED COMPENSATION - Unrecognized compensation expense of RSU (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
EQUITY-BASED COMPENSATION | |
Total unrecognized compensation expense expected to be recognized over a weighted average period | 1 year 4 months 24 days |
Restricted Stock Units | |
EQUITY-BASED COMPENSATION | |
Total unrecognized compensation expense | $ 22.8 |
Total unrecognized compensation expense expected to be recognized over a weighted average period | 3 years |
DEFINED CONTRIBUTION EMPLOYEE_2
DEFINED CONTRIBUTION EMPLOYEE BENEFIT PLANS (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Y | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
DEFINED CONTRIBUTION EMPLOYEE BENEFIT PLANS | |||
Minimum period of service for participating in the plan | 3 months | ||
Defined contribution plan | $ | $ 7.4 | $ 8.3 | $ 5.4 |
U.S | |||
DEFINED CONTRIBUTION EMPLOYEE BENEFIT PLANS | |||
Minimum age for auto-enrollment to plan | Y | 18 | ||
Percentage of employer participant matching contribution | 100% | ||
Percentage of each participant's contribution | 4% | ||
U.K | |||
DEFINED CONTRIBUTION EMPLOYEE BENEFIT PLANS | |||
Percentage of employer participant matching contribution | 5% | ||
Percentage of minimum employee contribution | 3% | ||
Maximum | Canada | |||
DEFINED CONTRIBUTION EMPLOYEE BENEFIT PLANS | |||
Percentage of employer matching contribution | 3% |
LEASES - Company's leases (Deta
LEASES - Company's leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Jan. 01, 2022 | |
LEASES | ||
Right of use asset | $ 47,231 | $ 53,100 |
Lease liabilities, current | 10,094 | |
Lease liabilities, non-current | 46,218 | |
Total lease liabilities | $ 56,312 | $ 61,300 |
Weighted average remaining lease term | 6 years 3 months 18 days | |
Weighted average discount rate | 5.60% | |
Cash paid for amounts included in lease liabilities | $ 14,150 | |
Right of use asset obtained in exchange for lease obligation upon adoption | 53,076 | |
Right of use asset obtained in exchange for lease obligations | $ 6,050 |
LEASES - Maturities of lease li
LEASES - Maturities of lease liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
LEASES | ||
2023 | $ 12,978 | |
2024 | 12,244 | |
2025 | 11,988 | |
2026 | 6,592 | |
2027 | 5,456 | |
Thereafter | 18,659 | |
Total undiscounted lease payments | 67,917 | |
Less: imputed interest | (11,605) | |
Total lease liabilities | $ 56,312 | $ 61,300 |
LEASES - Additional information
LEASES - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
LEASES | |||
Operating lease costs related to short-term leases | $ 10,000 | $ 11,800 | $ 11,800 |
Impairment of right of use assets | $ 2,563 |
INCOME TAXES - Components of in
INCOME TAXES - Components of income (loss) before income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES | |||
United States | $ (95,489) | $ 104,984 | $ (27,823) |
Foreign | 61,972 | 31,142 | (36) |
(LOSS) INCOME BEFORE INCOME TAXES | $ (33,517) | $ 136,126 | $ (27,859) |
INCOME TAXES - Components of _2
INCOME TAXES - Components of income tax expense (benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
United States | $ 20,652 | $ 22,321 | $ 8,854 |
Foreign | 9,487 | (7,756) | 12,095 |
Total current income tax expense (benefit) | 30,139 | 14,565 | 20,949 |
Deferred: | |||
United States | 13,356 | 4,698 | (13,227) |
Foreign | 631 | (534) | 1,794 |
Total deferred income tax expense (benefit) | 13,987 | 4,164 | (11,433) |
Total provision for income tax expense | 44,126 | $ 18,729 | $ 9,516 |
Net tax benefit | $ 5,100 |
INCOME TAXES - Difference betwe
INCOME TAXES - Difference between income taxes computed at the U.S. federal statutory rate and the effective income tax rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES | |||
Federal income tax expense (benefit) at the statutory rate | $ (7,039) | $ 28,586 | $ (5,849) |
Effect of: | |||
State taxes, net of federal benefit | (3,092) | 3,632 | 643 |
Tax impact of foreign earnings and losses | 11,453 | (10,171) | 3,644 |
Stock-based compensation | 2,230 | 236 | 169 |
Nondeductible net loss on fair value adjustment for warrant liabilities | 34,659 | ||
Valuation allowance | 12,223 | 1,532 | 13,763 |
Tax credits | (6,852) | (5,030) | (3,213) |
Other, net | 544 | (56) | 359 |
Total provision for income tax expense | $ 44,126 | $ 18,729 | $ 9,516 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of the beginning and ending amounts of unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES | |||
Uncertain tax benefits, beginning of year | $ 33,425 | $ 47,637 | $ 45,003 |
Gross increase to tax positions related to prior years | 31 | 121 | 1,239 |
Gross decrease to tax positions related to prior years | (1,109) | (413) | (42) |
Gross increase to tax positions related to the current year | 675 | 2,204 | 2,082 |
Lapse of statute of limitations | (4,055) | (16,124) | (645) |
Uncertain tax benefits, end of year | $ 28,967 | $ 33,425 | $ 47,637 |
INCOME TAXES - Unrecognized tax
INCOME TAXES - Unrecognized tax benefits - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
INCOME TAXES | ||||
Unrecognized tax benefits | $ 28,967 | $ 33,425 | $ 47,637 | $ 45,003 |
Gross unrecognized tax benefits, if fully recognized, would affect our effective tax rate | 20,100 | |||
Estimated reserves for uncertain tax positions may be released in the next 12 months | 11,800 | |||
Interest and penalties related to liabilities for uncertain tax positions in income tax expense | (900) | (5,300) | 2,500 | |
Total accrued interest and penalties relating to uncertain tax positions | 12,400 | 13,300 | $ 18,600 | |
Valuation allowance | 216,745 | 205,877 | ||
U.S | ||||
INCOME TAXES | ||||
Valuation allowance | $ 126,700 | $ 106,400 |
INCOME TAXES - Deferred taxes a
INCOME TAXES - Deferred taxes and valuation allowances (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Income tax attributes | $ 225,831 | $ 204,531 |
Accrued liabilities and reserves | 7,109 | 8,796 |
Operating lease liabilities | 10,969 | 11,667 |
Prepaid expenses | 6,483 | |
Stock-based compensation expense | 6,736 | 9,308 |
Other | 1,656 | 1,150 |
Gross deferred tax assets | 252,301 | 241,935 |
Less valuation allowance | (216,745) | (205,877) |
Total deferred tax assets | 35,556 | 36,058 |
Deferred tax liabilities | ||
Amortization and depreciation | (43,556) | (39,167) |
Operating lease assets | (9,139) | (10,512) |
Prepaid expenses | (1,569) | |
Other | (10,095) | (2,081) |
Net deferred tax liabilities, net of valuation allowance | $ (28,803) | $ (15,702) |
INCOME TAXES - Net operating lo
INCOME TAXES - Net operating loss carryforwards and expiration periods (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Loss Carryforward | |
Deferred Tax Assets | $ 90,908 |
Net Operating Loss Carryforward | 673,167 |
United States | |
Operating Loss Carryforward | |
Deferred Tax Assets, expiring | 10,676 |
Net Operating Loss Carryforward, expiring | 152,048 |
Foreign | |
Operating Loss Carryforward | |
Deferred Tax Assets, expiring | 25,288 |
Deferred Tax Assets, indefinite | 54,944 |
Net Operating Loss Carryforward, expiring | 104,343 |
Net Operating Loss Carryforward, indefinite | $ 416,776 |
INCOME TAXES - Federal tax cred
INCOME TAXES - Federal tax credits (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Tax credit carryforwards: | |
Total | $ 42,540 |
Foreign | |
Tax credit carryforwards: | |
Tax credits, expiring between 2022 and 2032 | $ 42,540 |
RESTRUCTURING (Details)
RESTRUCTURING (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring | |||
Balance at the beginning | $ 2,474,000 | $ 6,697,000 | $ 10,815,000 |
Reduction of accrual due to net cash payments | (164,000) | (3,847,000) | (14,030,000) |
Additional charges and adjustments | (33,000) | (475,000) | 9,135,000 |
Accretion expense | (2,275,000) | 225,000 | 259,000 |
Effects of fluctuations in foreign currency exchange rates | (2,000) | (126,000) | 518,000 |
Balance at the end | 0 | 2,474,000 | 6,697,000 |
Leased Properties Losses | |||
Restructuring | |||
Balance at the beginning | 2,275,000 | 2,866,000 | 2,958,000 |
Reduction of accrual due to net cash payments | (901,000) | (715,000) | |
Additional charges and adjustments | 131,000 | 319,000 | |
Accretion expense | (2,275,000) | 225,000 | 259,000 |
Effects of fluctuations in foreign currency exchange rates | (46,000) | 45,000 | |
Balance at the end | 0 | 2,275,000 | 2,866,000 |
Employee Termination Costs | |||
Restructuring | |||
Balance at the beginning | 199,000 | 3,831,000 | 7,857,000 |
Reduction of accrual due to net cash payments | (164,000) | (2,946,000) | (13,315,000) |
Additional charges and adjustments | (33,000) | (606,000) | 8,816,000 |
Effects of fluctuations in foreign currency exchange rates | (2,000) | (80,000) | 473,000 |
Balance at the end | $ 0 | $ 199,000 | $ 3,831,000 |
RESTRUCTURING - Additional info
RESTRUCTURING - Additional information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
RESTRUCTURING | |||
Restructuring costs | $ (33,000) | $ (475,000) | $ 9,135,000 |
SEGMENT AND GEOGRAPHIC INFORM_3
SEGMENT AND GEOGRAPHIC INFORMATION (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
SEGMENT AND GEOGRAPHIC INFORMATION | |||
REVENUE | $ 926,244 | $ 918,688 | $ 815,401 |
Percentage on total revenue | 10% | ||
Long-lived tangible assets | $ 172,083 | 170,896 | |
Americas | |||
SEGMENT AND GEOGRAPHIC INFORMATION | |||
REVENUE | $ 525,775 | $ 496,607 | $ 457,327 |
Percentage on total revenue | 51.70% | 48.90% | 51.30% |
Long-lived tangible assets | $ 87,819 | $ 85,213 | |
Percentage on total long-lived tangible assets | 47% | 47.10% | |
Europe, the Middle East, and Africa | |||
SEGMENT AND GEOGRAPHIC INFORMATION | |||
REVENUE | $ 293,673 | $ 317,435 | $ 270,701 |
Percentage on total revenue | 10.40% | 11.50% | 10.40% |
Long-lived tangible assets | $ 83,928 | $ 85,307 | |
Percentage on total long-lived tangible assets | 41.70% | 43.60% | |
Asia-Pacific | |||
SEGMENT AND GEOGRAPHIC INFORMATION | |||
REVENUE | $ 106,796 | $ 104,646 | $ 87,373 |
Long-lived tangible assets | $ 336 | $ 376 |
NET (LOSS) INCOME PER SHARE A_3
NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | |||
NET (LOSS) INCOME | $ (77,643) | $ 117,397 | $ (37,375) |
Net (loss) income attributable to noncontrolling interest | (89) | 329 | (182) |
Premium on early redemption of Redeemable Preferred Stock | 26,678 | ||
Redeemable Preferred Stock dividend | 43,218 | 71,393 | 64,120 |
NET (LOSS) INCOME ATTRIBUTABLE TO GETTY IMAGES HOLDINGS, INC. - Basic | $ (147,450) | $ 45,675 | $ (101,313) |
Weighted-average Class A common stock outstanding: | |||
Basic | 276,942,660 | 196,084,650 | 196,082,503 |
Effect of dilutive securities | 5,422,705 | ||
Diluted | 276,942,660 | 201,507,355 | 196,082,503 |
Net (loss) income per share of Class A common stock attributable to Getty Images Holdings, Inc. common stockholders: | |||
Basic | $ (0.53) | $ 0.23 | $ (0.52) |
Diluted | $ (0.53) | $ 0.23 | $ (0.52) |
NET (LOSS) INCOME PER SHARE A_4
NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive securities | |||
Anti-dilutive securities not included in computation of diluted net (loss) income per share of class A common stock | 34,302,400 | 13,826,565 | 34,484,353 |
Common stock options | |||
Antidilutive securities | |||
Anti-dilutive securities not included in computation of diluted net (loss) income per share of class A common stock | 29,934,987 | 13,826,565 | 34,484,353 |
Restricted Stock Units | |||
Antidilutive securities | |||
Anti-dilutive securities not included in computation of diluted net (loss) income per share of class A common stock | 4,367,413 |