Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 09, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity Registrant Name | GETTY IMAGES HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-41453 | |
Entity Tax Identification Number | 87-3764229 | |
Entity Address, Address Line One | 605 5th Ave S. Suite 400 | |
Entity Address, City or Town | Seattle | |
Entity Address, State or Province | WA | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 402,977,324 | |
Entity Central Index Key | 0001898496 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 113,546 | $ 97,912 |
Restricted cash | 4,250 | 4,482 |
Accounts receivable – net of allowance of $7,040 and $6,460, respectively | 126,165 | 129,603 |
Prepaid expenses | 13,255 | 15,728 |
Insurance recovery receivable | 60,000 | 0 |
Taxes receivable | 10,421 | 11,297 |
Other current assets | 13,217 | 10,497 |
Total current assets | 340,854 | 269,519 |
PROPERTY AND EQUIPMENT – NET | 174,578 | 172,083 |
RIGHT OF USE ASSETS | 41,997 | 47,231 |
GOODWILL | 1,499,869 | 1,499,578 |
IDENTIFIABLE INTANGIBLE ASSETS – NET | 396,443 | 419,548 |
DEFERRED INCOME TAXES – NET | 7,639 | 8,272 |
OTHER LONG-TERM ASSETS | 43,378 | 51,952 |
TOTAL | 2,504,758 | 2,468,183 |
CURRENT LIABILITIES: | ||
Accounts payable | 94,072 | 93,766 |
Accrued expenses | 42,161 | 49,327 |
Income taxes payable | 5,670 | 8,031 |
Litigation reserves | 96,711 | 0 |
Deferred revenue | 169,025 | 171,371 |
Total current liabilities | 407,639 | 322,495 |
LONG-TERM DEBT – NET | 1,380,386 | 1,428,847 |
LEASE LIABILITIES | 41,358 | 46,218 |
DEFERRED INCOME TAXES – NET | 32,275 | 37,075 |
UNCERTAIN TAX POSITIONS | 31,381 | 37,333 |
OTHER LONG-TERM LIABILITIES | 4,222 | 3,167 |
Total liabilities | 1,897,261 | 1,875,135 |
Commitments and contingencies (Note 7) | ||
STOCKHOLDERS’ EQUITY: | ||
Additional paid-in capital | 1,973,330 | 1,936,324 |
Accumulated deficit | (1,302,124) | (1,282,354) |
Accumulated other comprehensive loss | (111,964) | (108,928) |
Total Getty Images Holdings, Inc. stockholders’ equity | 559,282 | 545,081 |
Noncontrolling interest | 48,215 | 47,967 |
Total stockholders’ equity | 607,497 | 593,048 |
TOTAL | 2,504,758 | 2,468,183 |
Class A Common Stock | ||
STOCKHOLDERS’ EQUITY: | ||
Class A common stock, $0.0001 par value: 2.0 billion shares authorized; 402.7 million shares issued and outstanding as of September 30, 2023 and 394.8 million shares issued and outstanding as of December 31, 2022 | $ 40 | $ 39 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands, shares in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts receivable, allowance | $ 7,040 | $ 6,460 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 2,000 | 2,000 |
Common stock, issued (in shares) | 402.7 | 394.8 |
Common stock, outstanding (in shares) | 402.7 | 394.8 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
REVENUE | $ 229,298 | $ 230,474 | $ 690,616 | $ 694,778 |
OPERATING EXPENSE: | ||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 60,939 | 64,040 | 187,579 | 191,052 |
Selling, general and administrative expenses | 97,253 | 91,571 | 300,930 | 280,255 |
Depreciation | 13,786 | 12,407 | 40,349 | 37,298 |
Amortization | 7,298 | 11,566 | 21,765 | 35,676 |
Loss on litigation | 106,108 | 0 | 112,549 | 0 |
Recovery of loss on litigation | (60,000) | 0 | (60,000) | 0 |
Other operating expense – net | (24) | 532 | 588 | 4,096 |
Operating expense | 225,360 | 180,116 | 603,760 | 548,377 |
INCOME FROM OPERATIONS | 3,938 | 50,358 | 86,856 | 146,401 |
OTHER EXPENSE, NET: | ||||
Interest expense | (32,255) | (29,397) | (94,435) | (88,983) |
(Loss) gain on fair value adjustment for swaps and foreign currency exchange contract – net | (2,322) | 5,672 | (5,047) | 22,777 |
Unrealized foreign exchange gains – net | 16,482 | 33,671 | 2,395 | 71,905 |
Loss on extinguishment of debt | 0 | (2,693) | 0 | (2,693) |
Net loss on fair value adjustment for warrant liabilities | 0 | (161,339) | 0 | (161,339) |
Other non-operating income (expense) – net | 1,104 | (3,763) | 2,226 | (3,408) |
Total other expense – net | (16,991) | (157,849) | (94,861) | (161,741) |
LOSS BEFORE INCOME TAXES | (13,053) | (107,491) | (8,005) | (15,340) |
INCOME TAX EXPENSE | (5,395) | (10,625) | (11,517) | (38,974) |
NET LOSS | (18,448) | (118,116) | (19,522) | (54,314) |
Net (loss) income attributable to noncontrolling interest | (45) | (62) | 248 | 313 |
Premium on early redemption of Redeemable Preferred Stock | 0 | 26,678 | 0 | 26,678 |
Redeemable Preferred Stock dividend | 0 | 4,666 | 0 | 43,218 |
NET LOSS ATTRIBUTABLE TO GETTY IMAGES HOLDINGS, INC. | $ (18,403) | $ (149,398) | $ (19,770) | $ (124,523) |
Net loss per share attributable to Class A Getty Images Holdings, Inc. common stockholders: | ||||
Basic (in dollars per share) | $ (0.05) | $ (0.47) | $ (0.05) | $ (0.52) |
Diluted (in dollars per share) | $ (0.05) | $ (0.51) | $ (0.05) | $ (0.59) |
Weighted-average Class A common shares outstanding: | ||||
Basic (in dollars per share) | 399,703,684 | 318,152,726 | 397,492,201 | 237,235,059 |
Diluted (in dollars per share) | 399,703,684 | 323,337,894 | 397,492,201 | 238,963,448 |
Class A Common Stock | ||||
Weighted-average Class A common shares outstanding: | ||||
Basic (in dollars per share) | 399,703,684 | 318,152,726 | 397,492,201 | 237,235,059 |
Diluted (in dollars per share) | 399,703,684 | 323,337,894 | 397,492,201 | 238,963,448 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
NET LOSS | $ (18,448) | $ (118,116) | $ (19,522) | $ (54,314) |
OTHER COMPREHENSIVE LOSS: | ||||
Net foreign currency translation adjustment losses | (13,833) | (33,416) | (3,036) | (66,779) |
COMPREHENSIVE LOSS | (32,281) | (151,532) | (22,558) | (121,093) |
Less: Comprehensive (loss) gain attributable to noncontrolling interest | (45) | (61) | 248 | 313 |
COMPREHENSIVE LOSS ATTRIBUTABLE TO GETTY IMAGES HOLDINGS, INC. | $ (32,236) | $ (151,471) | $ (22,806) | $ (121,406) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Private Placement Warrants | Public Warrants | Effect of Modified Retrospective Application Accounting Standards Update 2018-12 | Total Getty Images Holdings, Inc. Stockholders’ Deficit | Total Getty Images Holdings, Inc. Stockholders’ Deficit Private Placement Warrants | Total Getty Images Holdings, Inc. Stockholders’ Deficit Public Warrants | Total Getty Images Holdings, Inc. Stockholders’ Deficit Effect of Modified Retrospective Application Accounting Standards Update 2018-12 | Class A Common Stock | Additional Paid-In Capital | Additional Paid-In Capital Private Placement Warrants | Additional Paid-In Capital Public Warrants | Additional Paid-In Capital Effect of Modified Retrospective Application Accounting Standards Update 2018-12 | Additional Paid-In Capital Effect of Retrospective Application of Accounting Standards Update 2018-12 | Accumulated Deficit | Accumulated Deficit Effect of Modified Retrospective Application Accounting Standards Update 2018-12 | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Effect of Modified Retrospective Application Accounting Standards Update 2018-12 | Noncontrolling Interest | Noncontrolling Interest Effect of Modified Retrospective Application Accounting Standards Update 2018-12 | Redeemable Preferred Stock | Redeemable Preferred Stock Effect of Modified Retrospective Application Accounting Standards Update 2018-12 | Class A Common Stock Class A Common Stock | Class A Common Stock Class A Common Stock Private Placement Warrants | Class A Common Stock Class A Common Stock Public Warrants | Class A Common Stock Class A Common Stock Effect of Modified Retrospective Application Accounting Standards Update 2018-12 | Class A Common Stock Class A Common Stock Effect of Retrospective Application of Accounting Standards Update 2018-12 | Class B Common Stock Class A Common Stock | Class B Common Stock Class A Common Stock Effect of Modified Retrospective Application Accounting Standards Update 2018-12 |
Beginning balance (in shares) at Dec. 31, 2021 | 677,484 | 677,484 | |||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 685,350 | $ 685,350 | |||||||||||||||||||||||||||
Redeemable Preferred Stock | |||||||||||||||||||||||||||||
Redeemable Preferred Stock dividend (in shares) | 18,631 | ||||||||||||||||||||||||||||
Redeemable Preferred Stock dividend | $ 18,847 | ||||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 696,115 | ||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2022 | $ 704,197 | ||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 196,095,302 | 153,313,505 | 42,781,797 | 0 | 0 | ||||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ (298,685) | $ (298,685) | $ (346,741) | $ (346,741) | $ 935,082 | $ 933,569 | $ 1,513 | $ (1,203,440) | $ (1,203,440) | $ (78,403) | $ (78,403) | $ 48,056 | $ 48,056 | $ 20 | $ 1,533 | $ (1,513) | $ 0 | $ 0 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Net income (loss) | 25,107 | 24,899 | 24,899 | 208 | |||||||||||||||||||||||||
Net foreign currency translation adjustment gains (losses) in comprehensive income (loss) | (3,879) | (3,878) | (3,878) | (1) | |||||||||||||||||||||||||
Cumulative effect of accounting change- adoption of ASU 2019-12 | (1,360) | (1,360) | (1,360) | ||||||||||||||||||||||||||
Issuance of common stock in connection with option exercise (in shares) | 11,991 | ||||||||||||||||||||||||||||
Issuance of common stock in connection with option exercises | 29 | 29 | 29 | ||||||||||||||||||||||||||
Equity-based compensation activity | 1,741 | 1,741 | 1,741 | ||||||||||||||||||||||||||
Redeemable Preferred Stock dividend | (18,847) | (18,847) | (18,847) | ||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 196,107,293 | 0 | |||||||||||||||||||||||||||
Ending balance at Mar. 31, 2022 | (295,894) | (344,157) | 918,005 | (1,179,901) | (82,281) | 48,263 | $ 20 | $ 0 | |||||||||||||||||||||
Redeemable Preferred Stock | |||||||||||||||||||||||||||||
Redeemable Preferred Stock dividend (in shares) | 19,478 | ||||||||||||||||||||||||||||
Redeemable Preferred Stock dividend | $ 19,705 | ||||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 715,593 | ||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2022 | $ 723,902 | ||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Net income (loss) | 38,695 | 38,528 | 38,528 | 167 | |||||||||||||||||||||||||
Net foreign currency translation adjustment gains (losses) in comprehensive income (loss) | (29,485) | (29,485) | (29,485) | ||||||||||||||||||||||||||
Equity-based compensation activity | 1,390 | 1,390 | 1,390 | ||||||||||||||||||||||||||
Redeemable Preferred Stock dividend | (19,705) | (19,705) | (19,705) | ||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 196,107,293 | 0 | |||||||||||||||||||||||||||
Ending balance at Jun. 30, 2022 | (304,999) | (353,429) | 899,690 | (1,141,373) | (111,766) | 48,430 | $ 20 | $ 0 | |||||||||||||||||||||
Redeemable Preferred Stock | |||||||||||||||||||||||||||||
Redeemable Preferred Stock dividend | 4,666 | ||||||||||||||||||||||||||||
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 (in shares) | (715,593) | ||||||||||||||||||||||||||||
Redemption of Redeemable Preferred Stock for cash and share consideration | $ (755,246) | ||||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 0 | ||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2022 | $ 0 | ||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Net income (loss) | (118,116) | (118,054) | (118,054) | (62) | |||||||||||||||||||||||||
Other comprehensive income | (33,415) | (33,416) | (33,416) | 1 | |||||||||||||||||||||||||
Issuance of common stock (in shares) | 1,555,961 | 11,555,996 | 10,201 | ||||||||||||||||||||||||||
Issuance of common stock | 120 | $ 232,853 | $ 121 | 120 | $ 232,853 | $ 121 | 120 | $ 232,852 | $ 121 | $ 1 | |||||||||||||||||||
Common shares withheld for settlement of taxes in connection with equity-based compensation (in shares) | (679,914) | ||||||||||||||||||||||||||||
Common shares withheld for settlement of taxes in connection with equity-based compensation | (6,267) | (6,267) | (6,267) | ||||||||||||||||||||||||||
Equity-based compensation activity | 2,806 | 2,806 | 2,806 | ||||||||||||||||||||||||||
Redeemable Preferred Stock dividend | (4,666) | (4,666) | (4,666) | ||||||||||||||||||||||||||
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 (in shares) | 15,000,000 | ||||||||||||||||||||||||||||
Redemption of Redeemable Preferred Stock for cash and share consideration | 140,250 | 140,250 | 140,248 | $ 2 | |||||||||||||||||||||||||
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 Class A and Class B common stock upon Business Combination and PIPE Investment, net | 688,280 | 688,280 | 688,269 | $ 10 | $ 1 | ||||||||||||||||||||||||
Issuance of common stock upon vesting of Earn-out shares (in shares) | 58,999,956 | ||||||||||||||||||||||||||||
Issuance of Class A common stock upon vesting of Earn-out shares | (6) | $ 6 | |||||||||||||||||||||||||||
Conversion of Class B common stock to Class A common Stock (in shares) | 5,140,000 | (5,140,000) | |||||||||||||||||||||||||||
Conversion of Class B common stock to Class A common Stock | (1) | (1) | $ (1) | ||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 394,757,804 | 0 | |||||||||||||||||||||||||||
Ending balance at Sep. 30, 2022 | 570,288 | 521,919 | 1,926,489 | (1,259,427) | (145,182) | 48,369 | $ 39 | $ 0 | |||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 394,771,254 | ||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | 593,048 | 545,081 | $ 39 | 1,936,324 | (1,282,354) | (108,928) | 47,967 | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Net income (loss) | 3,203 | 2,696 | 2,696 | 507 | |||||||||||||||||||||||||
Net foreign currency translation adjustment gains (losses) in comprehensive income (loss) | 8,380 | 8,380 | 8,380 | ||||||||||||||||||||||||||
Issuance of common stock in connection with equity-based compensation arrangements (in shares) | 2,081,832 | ||||||||||||||||||||||||||||
Issuance of common stock in connection with equity-based compensation arrangements | 2,639 | 2,639 | 2,639 | ||||||||||||||||||||||||||
Equity-based compensation activity | 6,840 | 6,840 | 6,840 | ||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 396,853,086 | ||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2023 | 614,110 | 565,636 | $ 39 | 1,945,803 | (1,279,658) | (100,548) | 48,474 | ||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 394,771,254 | ||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | $ 593,048 | 545,081 | $ 39 | 1,936,324 | (1,282,354) | (108,928) | 47,967 | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Issuance of common stock in connection with option exercise (in shares) | 4,352,000 | ||||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 402,686,738 | ||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2023 | $ 607,497 | 559,282 | $ 40 | 1,973,330 | (1,302,124) | (111,964) | 48,215 | ||||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 396,853,086 | ||||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2023 | 614,110 | 565,636 | $ 39 | 1,945,803 | (1,279,658) | (100,548) | 48,474 | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Net income (loss) | (4,277) | (4,063) | (4,063) | (214) | |||||||||||||||||||||||||
Net foreign currency translation adjustment gains (losses) in comprehensive income (loss) | 2,417 | 2,417 | 2,417 | ||||||||||||||||||||||||||
Issuance of common stock in connection with equity-based compensation arrangements (in shares) | 2,552,970 | ||||||||||||||||||||||||||||
Issuance of common stock in connection with equity-based compensation arrangements | 2,259 | 2,259 | $ 1 | 2,258 | |||||||||||||||||||||||||
Common shares withheld for settlement of taxes in connection with equity-based compensation (in shares) | (579,644) | ||||||||||||||||||||||||||||
Common shares withheld for settlement of taxes in connection with equity-based compensation | (2,993) | (2,993) | (2,993) | ||||||||||||||||||||||||||
Equity-based compensation activity | 12,120 | 12,120 | 12,120 | ||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 398,826,412 | ||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2023 | 623,636 | 575,376 | $ 40 | 1,957,188 | (1,283,721) | (98,131) | 48,260 | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Net income (loss) | (18,448) | (18,403) | (18,403) | (45) | |||||||||||||||||||||||||
Other comprehensive income | 0 | ||||||||||||||||||||||||||||
Net foreign currency translation adjustment gains (losses) in comprehensive income (loss) | (13,833) | (13,833) | (13,833) | ||||||||||||||||||||||||||
Issuance of common stock in connection with equity-based compensation arrangements (in shares) | 4,452,618 | ||||||||||||||||||||||||||||
Issuance of common stock in connection with equity-based compensation arrangements | 8,283 | 8,283 | 8,283 | ||||||||||||||||||||||||||
Common shares withheld for settlement of taxes in connection with equity-based compensation (in shares) | (592,292) | ||||||||||||||||||||||||||||
Common shares withheld for settlement of taxes in connection with equity-based compensation | (2,614) | (2,614) | (2,614) | ||||||||||||||||||||||||||
Equity-based compensation activity | 10,473 | 10,473 | 10,473 | ||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 402,686,738 | ||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2023 | $ 607,497 | $ 559,282 | $ 40 | $ 1,973,330 | $ (1,302,124) | $ (111,964) | $ 48,215 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (19,522) | $ (54,314) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 40,349 | 37,298 |
Amortization | 21,765 | 35,676 |
Unrealized exchange gains on foreign denominated debt | (3,450) | (64,283) |
Equity-based compensation | 27,185 | 5,937 |
Non-cash fair value adjustment for common stock warrants | 0 | 161,339 |
Deferred income taxes – net | (4,168) | 20,473 |
Uncertain tax positions | (5,952) | (5,345) |
Non-cash fair value adjustment for swaps and foreign currency exchange contracts | 5,047 | (21,256) |
Amortization of debt issuance costs | 2,965 | 4,623 |
Non-cash operating lease costs | 5,234 | 9,425 |
Impairment of right of use assets | 0 | 2,563 |
Loss on extinguishment of debt | 0 | 2,693 |
Transaction costs allocated to common stock warrants | 0 | 4,225 |
Other | 3,348 | 3,507 |
Changes in current assets and liabilities: | ||
Accounts receivable | (1,156) | 9,743 |
Accounts payable | 2,781 | 3,606 |
Accrued expenses | (232) | (14,598) |
Insurance recovery receivable | (60,000) | 0 |
Litigation reserves | 96,711 | 0 |
Lease liabilities, non-current | (5,645) | (11,012) |
Income taxes receivable/payable | (1,382) | (4,323) |
Interest payable | (7,068) | (1,010) |
Deferred revenue | 2,412 | 6,607 |
Other | (231) | (2,401) |
Net cash provided by operating activities | 98,991 | 129,173 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | (41,868) | (46,034) |
Purchase of a minority investment | 0 | (2,000) |
Net cash used in investing activities | (41,868) | (48,034) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment of debt | (47,800) | (307,800) |
Payment of contingent consideration | 0 | (10,000) |
Payment of Redeemable Preferred Stock | 0 | (614,996) |
Cash contributions from business combination | 0 | 864,164 |
Cash paid for debt issuance costs | (1,137) | 0 |
Proceeds from common stock issuance | 13,181 | 267 |
Cash paid for settlement of employee taxes related to exercise of equity-based awards | (5,607) | (6,267) |
Cash paid for equity issuance costs | (150) | (104,001) |
Net cash used in financing activities | (41,513) | (178,633) |
EFFECTS OF EXCHANGE RATE FLUCTUATIONS | (208) | (17,633) |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 15,402 | (115,127) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH – Beginning of period | 102,394 | 191,529 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH – End of period | $ 117,796 | $ 76,402 |
DESCRIPTION OF THE BUSINESS
DESCRIPTION OF THE BUSINESS | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 that offers a full range of content solutions to meet the needs of customers around the globe, no matter their size. Through Getty Images, iStock, and Unsplash brands, websites and APIs, the Company serves customers in almost every country in the world and is one of the first places people turn to discover, purchase and share powerful visual content from the world’s best photographers and videographers. The Company brings content to media outlets, advertising agencies and corporations and, increasingly, serves individual creators and prosumers. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation — The Company’s accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting. The Business Combination in July of 2022 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 Legacy Getty is treated as the acquirer for financial reporting purposes. 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 established in the Business Combination. The accompanying unaudited condensed consolidated financial statements include the accounts and operations of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited financial statements. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in Item 8 of Part II, “Financial Statements and Supplementary Data,” of the Company’s 2022 Annual Report on Form 10-K. The accompanying unaudited interim financial statements, in the opinion of management, include all normal and recurring adjustments necessary for a fair presentation of the Company’s unaudited financial statements for the periods presented. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2023 or for any other future annual or interim period. Estimates and Assumptions — The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and revenues and expenses reported during the period. Some of the estimates and assumptions that require the most difficult judgments are: a) the assumptions used to estimate unused capped subscription-based and credit-based products; b) the assumptions used to allocate transaction price to multiple performance obligations for uncapped subscription arrangements; c) the appropriateness of the amount of accrued income taxes, including the potential outcome of future tax consequences of events that have been recognized in the condensed consolidated financial statements as well as the deferred tax asset valuation allowances and d) the assumptions used to estimate accrued litigation reserves and insurance recoveries. These judgments are inherently uncertain which directly impacts their valuation and accounting. Actual results and outcomes may differ from management’s estimates and assumptions. Litigation Reserves — The Company recognizes a charge for litigation reserves when a loss is probable, and the amount is material and reasonably determinable. The amount accrued represents the Company’s best estimate of the loss, including related interest if applicable or, if no best estimate within a range of outcomes exists, the minimum amount in the range is reserved and the high end of the range is disclosed. If it is determined that a loss is only reasonably possible or that a loss is probable but the amount is not reasonably estimable, the Company discloses the nature of the possible loss and gives an estimate of the possible range of loss. The estimates and judgments could change based on new information, changes in laws or regulations, or the outcome of legal proceedings, settlements, or other factors. If different estimates and judgments were applied with respect to these matters, it is likely that reserves would be recorded for different amounts. The reserve for litigation is accrued in “Litigation Reserves” on the Condensed Consolidated Balance Sheets and related legal and professional fees associated with the litigation are included in “Accounts Payable” or “Accrued Liabilities” on the Condensed Consolidated Balance Sheets. See “Note 7 — Commitments and Contingencies” for further discussion. Recoveries of Losses on Litigation — The Company recognizes the benefit of recoveries of losses on litigation when it is probable that such recoveries will be received. These recoveries are typically receivable from our third-party insurance carriers for legal claims and related costs that are included in “Loss on Litigation” on the Condensed Consolidated Statement of Operations, refer to “Note 7 — Commitments and Contingencies”. Cash, Cash Equivalents and Restricted Cash — The following represents the Company’s cash, cash equivalents and restricted cash as of September 30, 2023 and December 31, 2022 (in thousands): As of September 30, 2023 As of December 31, 2022 Cash and cash equivalents $ 113,546 $ 97,912 Restricted cash 4,250 4,482 Total cash, cash equivalents and restricted cash $ 117,796 $ 102,394 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. Accounts Receivable — Net — Accounts receivable are trade receivables, net of reserves for allowances for doubtful accounts totaling $7.0 million as of September 30, 2023 and $6.5 million as of December 31, 2022. The Company recorded net bad debt expense of $1.0 million and $0.1 million for the three months ended September 30, 2023 and 2022, respectively and $2.0 million and $1.0 million for the nine months ended September 30, 2023 and 2022, respectively. 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. Minority Investment without Readily Determinable Fair Value — The carrying amount of the minority investments, which is included within “Other long-term assets” on the Condensed Consolidated Balance Sheets, was $9.5 million and $9.6 million as September 30, 2023 and December 31, 2022, respectively. The Company uses the measurement alternative for these equity investments and their carrying value is reported at cost, adjusted for impairments or any observable price changes in ordinary transactions with identical or similar investments. Revenue related to content consumed by the minority investees was not material during the three and nine months ended September 30, 2023 and 2022. On a quarterly basis, the Company evaluates the carrying value of its long-term investments for impairment, which includes an assessment of revenue growth, earnings performance, working capital and general market conditions. As of September 30, 2023, 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. Revenue Recognition — Revenue is derived principally from licensing rights to use images, video footage and music that are delivered digitally over the internet. Digital content licenses are generally purchased on a monthly or annual subscription basis, whereby a customer either pays for a predetermined quantity of content or for access to the Company’s content library that may be downloaded over a specific period of time, or, on a transactional basis, whereby a customer pays for individual content licenses at the time of download. Also, a significant portion of revenue is generated through the sale and subsequent use of credits. Various amounts of credits are required to license digital content. 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. Recently Adopted Accounting Standard Updates — There were no new accounting standards adopted during the quarter ended September 30, 2023 that had a material impact on the Company's financial position or results of operations. Recently Issued Accounting Standard Updates — The Company implemented new applicable accounting pronouncements that are in effect and does not believe that there are any other new pronouncements that have been issued that might have a material impact on the Company’s financial position or results of operations. |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS | 3. DERIVATIVE INSTRUMENTS Interest Rate Risk — The Company does not hold or issue derivative financial instruments for trading purposes. In general, the Company’s derivative activities do not create interest 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 Condensed Consolidated Balance Sheets (in thousands): As of September 30, 2023 As of December 31, 2022 Asset Liability Asset Liability Derivatives not designated as hedging instruments: Interest rate swaps $ 3,985 $ — $ 9,032 $ — Total derivatives $ 3,985 $ — $ 9,032 $ — Short-term derivative assets are included in “Other current assets” and long-term derivative assets are included in “Other long-term assets” on the Condensed Consolidated Balance Sheets. The Company recognized a net loss of $2.3 million and a net gain of $5.7 million on the derivative instruments for the three months ended September 30, 2023 and 2022, respectively. The Company recognized a net loss of $5.0 million and a net gain of $22.8 million on the derivative instruments for the nine months ended September 30, 2023 and 2022, respectively. These are included in “(Loss) gain on fair value adjustment for swaps and foreign currency exchange contract – net” on the Condensed Consolidated Statements of Operations. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 4. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s disclosable financial instruments consist of cash equivalents, interest rate swaps, and debt. Assets and liabilities measured at fair value on a recurring basis (cash equivalents and interest rate swaps) and a nonrecurring basis (debt) are categorized in the tables below. Financial instrument assets recorded at fair value as of September 30, 2023 and December 31, 2022 are as follows (in thousands): As of September 30, 2023 Level 1 Level 2 Level 3 Total Money market funds (cash equivalents) $ 47,977 $ — $ — $ 47,977 Derivative assets: Interest rate swaps — 3,985 — 3,985 $ 47,977 $ 3,985 $ — $ 51,962 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 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. The fair value of the Company’s interest rate swap 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. The Company recalculates and validates this fair value using publicly available market inputs using the market approach. Financial instrument liabilities recorded or disclosed at fair value as of September 30, 2023 and December 31, 2022 are as follows (in thousands): As of September 30, 2023 Level 1 Level 2 Level 3 Total Term Loans $ — $ 1,087,282 $ — $ 1,087,282 Senior Notes — 299,625 — 299,625 $ — $ 1,386,907 $ — $ 1,386,907 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 |
OTHER ASSETS AND LIABILITIES
OTHER ASSETS AND LIABILITIES | 9 Months Ended |
Sep. 30, 2023 | |
Other Assets And Liabilities Disclosure [Abstract] | |
OTHER ASSETS AND LIABILITIES | 5. OTHER ASSETS AND LIABILITIES Other Long-Term Assets — Other long-term assets consisted of the following at the reported Balance Sheet dates (in thousands): As of September 30, As of December 31, Long term note receivable from a related party $ 24,000 $ 24,000 Minority and other investments 12,023 12,097 Derivative asset — 9,032 Tax receivable 2,700 2,700 Equity method investment 2,557 2,064 Long term deposits 1,506 1,609 Other 592 450 $ 43,378 $ 51,952 Accrued Expenses — Accrued expenses at the reported Balance Sheet dates are summarized below (in thousands): As of September 30, As of December 31, Accrued compensation and related costs $ 16,299 $ 23,851 Lease liabilities 9,310 10,094 Interest payable 2,931 9,993 Accrued professional fees 12,719 4,334 Other 902 1,055 $ 42,161 $ 49,327 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | 6. DEBT Debt included the following (in thousands): As of September 30, As of December 31, Senior Notes $ 300,000 $ 300,000 USD Term Loans 639,600 687,400 EUR Term Loans 443,553 446,996 Less: issuance costs and discounts amortized to interest expense (2,767) (5,549) Long-term debt – net $ 1,380,386 $ 1,428,847 The face value of the EUR Term Loans was €419.0 million as of September 30, 2023 and December 31, 2022. The table above converted the EUR Term Loans to USD using currency exchange rates as of those dates. On May 4, 2023, the Company amended the existing senior secured credit facility to among other things, (i) upsize the total amount of commitments under the revolving credit facility capacity from $80.0 million to $150.0 million and (ii) extend the maturity of the revolving credit facility until May 4, 2028. The revolving credit facility remains undrawn. The Company accounted for this amendment as a modification of the existing revolving credit facility. The unamortized debt issuance costs and the fees incurred to amend the revolving credit facility will be amortized over the term of the new revolving credit facility. The Company used $20.0 million in cash on May 10, 2023 to repay a portion of the USD Term Loans and used another $20.0 million in cash on August 11, 2023 to repay an additional portion of the USD Term Loans. As of September 30, 2023, the Company was compliant with all debt covenants and obligations. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 7. COMMITMENTS AND 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. 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 material liability is probable, no related liabilities were recorded at September 30, 2023 and December 31, 2022. The Company has been named as a defendant in two lawsuits filed by former public warrant holders in the United States District Court for the Southern District of New York, Alta Partners, LLC v. Getty Images Holdings, Inc., Case No. 1:22-cv-08916 (filed October 19, 2022), and CRCM Institutional Master Fund (BVI) LTD, et al. (together the “Plaintiffs”) v. Getty Images Holdings, Inc., Case No. 1:23-cv-01074 (filed February 8, 2023). The Plaintiffs generally allege breaches of the Warrant Agreement, dated August 4, 2020, and alternative claims for violations of the federal securities laws, including claims under the Securities Act of 1933 and/or the Securities Exchange Act of 1934. The complaints seek, among other things, an award of money damages. On February 17, 2023, the Court consolidated the actions for purposes of discovery. The Company filed answers to the complaints, and discovery closed on August 28, 2023. On September 11, 2023, all parties filed cross-motions for summary judgment, which were fully briefed on October 2, 2023. On October 27, 2023, the Court issued its decision on the cross-motions for summary judgment and entered judgment in favor of Plaintiffs on their breach of contract claims in the amount of $36.9 million for Alta Partners, LLC and $51.0 million for the CRCM plaintiffs, plus, in each case, pre-judgment interest of 9% per annum. The Court entered judgment in favor of the Company on all other claims asserted by Plaintiffs. The Company intends to appeal that portion of the Court’s judgment in favor of plaintiffs. The Company’s Loss on Litigation is comprised of these summary judgment amounts, in addition to pre-judgment interest and associated legal fees through September 30, 2023. The Company has recognized Recovery of Loss on Litigation of $60.0 million, which represents the limit of the Company’s insurance coverage for this matter. Subsequent to September 30, 2023 the Company has received $5.0 million of insurance recoveries. The Company is subject to a variety of other legal claims and suits that arise from time to time in the ordinary course of business. Other than the matter described above, management currently believes that resolving other such claims, individually or in aggregate, will not have a material adverse impact on the condensed consolidated financial statements. However, 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. The Company has open tax audits in various jurisdictions and some of these jurisdictions require taxpayers to pay assessed taxes in advance or at the time of appealing such assessments. One such jurisdiction is Canada, where one of the Company’s subsidiaries, iStockphoto ULC, recently received tax assessments from the Canada Revenue Agency (“CRA”) asserting additional tax is due. The position taken by the CRA is related to the transactions between iStockphoto ULC and other affiliates within the Getty Images group for the 2015 Canadian income tax return filed. The Company believes the CRA position lacks merit and intends to appeal and vigorously contest these assessments. As part of the appeal process in Canada, the Company may be required to pay a portion of the assessment amount, which the Company estimates could be up to $19.0 million in 2023. Such required payment is not an admission that the Company believes it is subject to such taxes. The Company believes it is more likely than not it will prevail on appeal, however, if the CRA were to be successful in the appeal process, the Company estimates the maximum potential outcome could be up to $28.0 million. |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | 8. REVENUE The Company distributes its content and services offerings through three primary products: Creative — Creative, is comprised of royalty free (“RF”) photos, illustrations, vectors and videos, that are released for commercial use and cover a wide variety of commercial, conceptual and contemporary subjects, including lifestyle, business, science, health, wellness, beauty, sports, transportation and travel. This content is available for immediate use by a wide range of customers with a depth, breadth and quality allowing our customers to produce impactful websites, digital media, social media, marketing campaigns, corporate collateral, textbooks, movies, television and online video content relevant to their target geographies and audiences. We primarily source Creative content from a broad network of professional, semi-professional and amateur creators, many of whom are exclusive to Getty Images. We have a global creative insights team dedicated to providing briefing and art direction to our exclusive contributor community. Editorial — Editorial, is comprised of photos and videos covering the world of entertainment, sports and news. We combine contemporary coverage of events around the globe and have one of the largest privately held archives globally with access to images from the beginning of photography. We invest in a dedicated editorial team which includes over 110 staff photographers and videographers to generate our own coverage in addition to coverage from our network of content partners. Other — The Company offers a range of additional products and services to deepen the customer relationships, enhance customer loyalty and create additional differentiation in the market. These additional products and services currently include music licensing, digital asset management and distribution services, print sales and data licensing. The following table summarizes the Company’s revenue by product (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Creative $ 145,211 $ 145,238 $ 432,927 $ 440,305 Editorial 79,944 81,845 244,911 243,543 Other 4,143 3,391 12,778 10,930 Total Revenue $ 229,298 $ 230,474 $ 690,616 $ 694,778 The September 30, 2023 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. During the nine months ended September 30, 2023, the Company recognized revenue of $127.8 million, that had been included in deferred revenue as of January 1, 2023. |
EQUITY_BASED COMPENSATION
EQUITY‑BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY‑BASED COMPENSATION | 9. EQUITY—BASED COMPENSATION Equity-based compensation expense is recorded in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations, net of estimated forfeitures. The Company recognized equity-based compensation - net of estimated forfeitures of $10.5 million and $29.4 million for the three and nine months ended September 30, 2023, respectively. The Company recognized equity-based compensation - net of estimated forfeitures of $2.8 million and $5.9 million for the three and nine months ended September 30, 2022, respectively. The Company capitalized $1.3 million and $2.2 million of equity-based compensation expense associated with the cost of developing internal-use software during the three and nine months ended September 30, 2023, respectively. No equity-based compensation expense associated with the cost of developing internal-use software was capitalized during the three and nine months ended September 30, 2022, respectively. The Getty Images Holdings, Inc. 2022 Equity Incentive Plan (“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”), performance stock units (“PSU”), and other stock or cash-based awards. Equity-based awards generally vest over three Stock Options — The following tables presents a summary of the Company’s stock option activity for the nine months ended September 30, 2023 (in thousands except weighted average data and years): Weighted Remaining Number Average Average of Exercise Contractual awards Price Life (in Years) Outstanding — December 31, 2022 29,935 $ 3.08 5.85 Granted 2,934 6.49 Exercised (4,352) 3.03 Pre-vesting forfeitures (22) 5.87 Post-vesting cancellations (15) 5.82 Outstanding - September 30, 2023 28,480 3.43 5.50 Exercisable - September 30, 2023 24,284 $ 3.01 4.89 Vested and expected to vest after September 30, 2023 28,456 $ 3.43 5.50 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): As of September 30, As of December 31, Stock options outstanding $ 90,312 $ 75,888 Stock options exercisable $ 85,242 $ 68,431 Stock options vested and expected to vest $ 90,234 $ 75,704 The intrinsic value of stock options exercised for the nine months ended September 30, 2023 was approximately $13.2 million. The intrinsic value of stock options exercised for the nine months ended September 30, 2022 was $14.7 million. 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 during the nine months ended September 30, 2023 were as follows. No stock options were granted during the three months ended September 30, 2022: Nine Months Ended September 30, 2023 Weighted average grant date fair value per award $ 2.20 Valuation model used Black-Scholes Expected award price volatility 50.00 % Risk-free rate of return 3.70 % Expected life of awards 5.89 years Expected rate of dividends 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 September 30, 2023, there was $7.5 million of total unrecognized compensation expense related to outstanding stock options, which the Company expects to recognize over a weighted average period of approximately 2.27 years. Restricted Stock Units — The following table presents a summary of RSU activity (in thousands except weighted average data): Number of Weighted Average awards Grant-Date Fair Value Outstanding — December 31, 2022 4,367 $ 5.58 Granted 3,394 $ 4.78 Vested (1,717) $ 5.56 Cancelled (134) $ 5.58 Outstanding - September 30, 2023 5,910 $ 5.13 As of September 30, 2023, the total unrecognized compensation expense related to RSUs is approximately $27.1 million, which is expected to be recognized over a weighted average period of approximately 2.39 years. Performance Stock Units — The following table presents a summary of PSU activity (in thousands except weighted average data): Number of Weighted Average awards Grant-Date Fair Value Outstanding — December 31, 2022 — $ — Granted 942 $ 4.75 Vested — $ — Cancelled — $ — Outstanding - September 30, 2023 942 $ 4.75 The number of units subject to future vesting is based on annual Company achieved factors, such as Revenue growth and Adjusted EBITDA less Capital Expenditures growth. Unvested units are expected to vest at the determination date of March 20, 2024, and expense recognized is adjusted quarterly for expected achievement. In addition to the granted shares in the table above, the Company issued an incremental 1.9 million PSUs that will have an accounting grant date in future periods upon achieved factors being set. PSU achievement is at the discretion of the Compensation Committee of the Board of Directors. Earn Out Plan —The Getty Images Holdings, Inc. Earn Out Plan (“Earn Out Plan”) provides for the grant of RSUs, which generally vest upon grant. Under the Earn Out Plan, up to 6.0 million shares of Class A common stock are reserved for issuance, of which 2,975,696 shares are available to be issued as of September 30, 2023. Number of Weighted Average awards Grant-Date Fair Value Outstanding — December 31, 2022 — $ — Granted 3,024 $ 4.76 Vested (3,024) $ 4.76 Cancelled — $ — Outstanding - September 30, 2023 — $ — |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 10. INCOME TAXES The provision for income taxes for interim periods is determined using an estimate of the Company’s annual effective rate as prescribed under ASC 740 “Income Taxes” (“ASC 740”). Any changes to the estimated annual rate are recorded in the interim period in which the changes occur. The Company recorded an income tax expense of $5.4 million and $10.6 million for the three months ended September 30, 2023 and 2022, respectively. The decrease in tax expense compared to the prior year is primarily due to the tax benefit on the loss on litigation in current year. The Company recorded an income tax expense $11.5 million and $39.0 million for the nine months ended September 30, 2023 and 2022, respectively. The decrease in tax expense compared to the prior year is primarily due to changes in pre-tax income (loss), a release of uncertain tax position reserves in current year, the tax benefit on the loss on litigation in current year, and nondeductible net loss on fair value adjustment for warrant liabilities in prior year. The Company’s effective income tax rate is (41.3)% and (143.9)% for the three and nine months ended September 30, 2023, respectively. The most significant drivers of the difference between the 2023 statutory U.S. federal income tax rate of 21.0% and the Company’s effective tax rate are jurisdictions with losses for which no tax benefit can be recognized and foreign withholding tax expense not analogous to pre-tax income. The Company’s effective income tax rate is (9.9)% and (254.1)% for the three and nine months ended September 30, 2022, respectively. The most significant drivers of the difference between the 2022 statutory U.S. federal income tax rate of 21.0% and the Company’s effective tax rate are nondeductible net loss on fair value adjustment for warrant liabilities and foreign withholding tax expense not analogous to pre-tax income. |
NET LOSS PER SHARE ATTRIBUTABLE
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | 11. NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS The following table sets forth the computation of basic and diluted loss per share of Class A common stock (amounts in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 NET LOSS $ (18,448) $ (118,116) $ (19,522) $ (54,314) Less: Net (loss) income attributable to noncontrolling interest (45) (62) 248 313 Premium on early redemption of Redeemable Preferred Stock — 26,678 — 26,678 Redeemable Preferred Stock dividend — 4,666 — 43,218 NET LOSS ATTRIBUTABLE TO GETTY IMAGES HOLDINGS, INC. - Basic $ (18,403) $ (149,398) $ (19,770) $ (124,523) Less: Change in fair value of Public and Forward Purchase Warrants — (15,278) — (15,278) NET LOSS ATTRIBUTABLE TO GETTY IMAGES HOLDINGS, INC. - Diluted (18,403) (164,676) (19,770) (139,801) Weighted-average Class A common stock outstanding: Basic 399,703,684 318,152,726 397,492,201 237,235,059 Effect of dilutive securities — 5,185,168 — 1,728,389 Diluted 399,703,684 323,337,894 397,492,201 238,963,448 Net loss per share of Class A common stock attributable to Getty Images Holdings, Inc. common stockholders: Basic $ (0.05) $ (0.47) $ (0.05) $ (0.52) Diluted $ (0.05) $ (0.51) $ (0.05) $ (0.59) Diluted loss per share of Class A common stock adjusts basic loss per share for the potentially dilutive impact of stock options and warrants. During periods when the impact of warrants that are liability-classified are dilutive, the Company assumes share settlement of the instruments as of the beginning of the reporting period, adjusts the numerator to remove the change in fair value of the warrant liability and adjusts the denominator to include the dilutive shares calculated using the treasury stock method. 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: September 30, 2023 2022 Common stock options 28,479,654 28,970,753 Restricted stock units 5,889,481 — 34,369,135 28,970,753 Performance stock units were not included in the calculation of diluted earnings per share as the necessary conditions had not been met as of September 30, 2023. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The Company’s accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting. The Business Combination in July of 2022 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 Legacy Getty is treated as the acquirer for financial reporting purposes. 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 established in the Business Combination. The accompanying unaudited condensed consolidated financial statements include the accounts and operations of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited financial statements. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in Item 8 of Part II, “Financial Statements and Supplementary Data,” of the Company’s 2022 Annual Report on Form 10-K. The accompanying unaudited interim financial statements, in the opinion of management, include all normal and recurring adjustments necessary for a fair presentation of the Company’s unaudited financial statements for the periods presented. |
Estimates and Assumptions | The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and revenues and expenses reported during the period. Some of the estimates and assumptions that require the most difficult judgments are: a) the assumptions used to estimate unused capped subscription-based and credit-based products; b) the assumptions used to allocate transaction price to multiple performance obligations for uncapped subscription arrangements; c) the appropriateness of the amount of accrued income taxes, including the potential outcome of future tax consequences of events that have been recognized in the condensed consolidated financial statements as well as the deferred tax asset valuation allowances and d) the assumptions used to estimate accrued litigation reserves and insurance recoveries. These judgments are inherently uncertain which directly impacts their valuation and accounting. Actual results and outcomes may differ from management’s estimates and assumptions. |
Litigation Reserves | The Company recognizes a charge for litigation reserves when a loss is probable, and the amount is material and reasonably determinable. The amount accrued represents the Company’s best estimate of the loss, including related interest if applicable or, if no best estimate within a range of outcomes exists, the minimum amount in the range is reserved and the high end of the range is disclosed. If it is determined that a loss is only reasonably possible or that a loss is probable but the amount is not reasonably estimable, the Company discloses the nature of the possible loss and gives an estimate of the possible range of loss. The estimates and judgments could change based on new information, changes in laws or regulations, or the outcome of legal proceedings, settlements, or other factors. If different estimates and judgments were applied with respect to these matters, it is likely that reserves would be recorded for different amounts. The reserve for litigation is accrued in “Litigation Reserves” on the Condensed Consolidated Balance Sheets and related legal and professional fees associated with the litigation are included in “Accounts Payable” or “Accrued Liabilities” on the Condensed Consolidated Balance Sheets. |
Recoveries of Losses on Litigation | The Company recognizes the benefit of recoveries of losses on litigation when it is probable that such recoveries will be received. These recoveries are typically receivable from our third-party insurance carriers for legal claims and related costs that are included in “Loss on Litigation” on the Condensed Consolidated Statement of Operations |
Cash, Cash Equivalents and Restricted Cash | 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. |
Accounts Receivable-Net | Accounts receivable are trade receivables, net of reserves for allowances for doubtful accounts totaling $7.0 million as of September 30, 2023 and $6.5 million as of December 31, 2022. The Company recorded net bad debt expense of $1.0 million and $0.1 million for the three months ended September 30, 2023 and 2022, respectively and $2.0 million and $1.0 million for the nine months ended September 30, 2023 and 2022, respectively.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. |
Minority Investment without Readily Determinable Fair Value | The carrying amount of the minority investments, which is included within “Other long-term assets” on the Condensed Consolidated Balance Sheets, was $9.5 million and $9.6 million as September 30, 2023 and December 31, 2022, respectively. The Company uses the measurement alternative for these equity investments and their carrying value is reported at cost, adjusted for impairments or any observable price changes in ordinary transactions with identical or similar investments. Revenue related to content consumed by the minority investees was not material during the three and nine months ended September 30, 2023 and 2022.On a quarterly basis, the Company evaluates the carrying value of its long-term investments for impairment, which includes an assessment of revenue growth, earnings performance, working capital and general market conditions. As of September 30, 2023, 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. |
Revenue Recognition | Revenue is derived principally from licensing rights to use images, video footage and music that are delivered digitally over the internet. Digital content licenses are generally purchased on a monthly or annual subscription basis, whereby a customer either pays for a predetermined quantity of content or for access to the Company’s content library that may be downloaded over a specific period of time, or, on a transactional basis, whereby a customer pays for individual content licenses at the time of download. Also, a significant portion of revenue is generated through the sale and subsequent use of credits. Various amounts of credits are required to license digital content. 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. |
Recently Adopted Accounting Standard Updates/Recently Issued Accounting Standard Updates | There were no new accounting standards adopted during the quarter ended September 30, 2023 that had a material impact on the Company's financial position or results of operations. The Company implemented new applicable accounting pronouncements that are in effect and does not believe that there are any other new pronouncements that have been issued that might have a material impact on the Company’s financial position or results of operations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | The following represents the Company’s cash, cash equivalents and restricted cash as of September 30, 2023 and December 31, 2022 (in thousands): As of September 30, 2023 As of December 31, 2022 Cash and cash equivalents $ 113,546 $ 97,912 Restricted cash 4,250 4,482 Total cash, cash equivalents and restricted cash $ 117,796 $ 102,394 |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Value Amounts of Derivative Instruments | The following table summarizes the location and fair value amounts of derivative instruments reported in the Condensed Consolidated Balance Sheets (in thousands): As of September 30, 2023 As of December 31, 2022 Asset Liability Asset Liability Derivatives not designated as hedging instruments: Interest rate swaps $ 3,985 $ — $ 9,032 $ — Total derivatives $ 3,985 $ — $ 9,032 $ — |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial Instrument Assets Recorded at Fair Value | Financial instrument assets recorded at fair value as of September 30, 2023 and December 31, 2022 are as follows (in thousands): As of September 30, 2023 Level 1 Level 2 Level 3 Total Money market funds (cash equivalents) $ 47,977 $ — $ — $ 47,977 Derivative assets: Interest rate swaps — 3,985 — 3,985 $ 47,977 $ 3,985 $ — $ 51,962 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 |
Financial Instrument Liabilities Recorded or Disclosed at Fair Value | Financial instrument liabilities recorded or disclosed at fair value as of September 30, 2023 and December 31, 2022 are as follows (in thousands): As of September 30, 2023 Level 1 Level 2 Level 3 Total Term Loans $ — $ 1,087,282 $ — $ 1,087,282 Senior Notes — 299,625 — 299,625 $ — $ 1,386,907 $ — $ 1,386,907 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 |
OTHER ASSETS AND LIABILITIES (T
OTHER ASSETS AND LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Other Assets And Liabilities Disclosure [Abstract] | |
Other Long-Term Assets | Other long-term assets consisted of the following at the reported Balance Sheet dates (in thousands): As of September 30, As of December 31, Long term note receivable from a related party $ 24,000 $ 24,000 Minority and other investments 12,023 12,097 Derivative asset — 9,032 Tax receivable 2,700 2,700 Equity method investment 2,557 2,064 Long term deposits 1,506 1,609 Other 592 450 $ 43,378 $ 51,952 |
Accrued Expenses | Accrued expenses at the reported Balance Sheet dates are summarized below (in thousands): As of September 30, As of December 31, Accrued compensation and related costs $ 16,299 $ 23,851 Lease liabilities 9,310 10,094 Interest payable 2,931 9,993 Accrued professional fees 12,719 4,334 Other 902 1,055 $ 42,161 $ 49,327 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt included the following (in thousands): As of September 30, As of December 31, Senior Notes $ 300,000 $ 300,000 USD Term Loans 639,600 687,400 EUR Term Loans 443,553 446,996 Less: issuance costs and discounts amortized to interest expense (2,767) (5,549) Long-term debt – net $ 1,380,386 $ 1,428,847 |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue by Product | The following table summarizes the Company’s revenue by product (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Creative $ 145,211 $ 145,238 $ 432,927 $ 440,305 Editorial 79,944 81,845 244,911 243,543 Other 4,143 3,391 12,778 10,930 Total Revenue $ 229,298 $ 230,474 $ 690,616 $ 694,778 |
EQUITY_BASED COMPENSATION (Tabl
EQUITY‑BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Option Activity | The following tables presents a summary of the Company’s stock option activity for the nine months ended September 30, 2023 (in thousands except weighted average data and years): Weighted Remaining Number Average Average of Exercise Contractual awards Price Life (in Years) Outstanding — December 31, 2022 29,935 $ 3.08 5.85 Granted 2,934 6.49 Exercised (4,352) 3.03 Pre-vesting forfeitures (22) 5.87 Post-vesting cancellations (15) 5.82 Outstanding - September 30, 2023 28,480 3.43 5.50 Exercisable - September 30, 2023 24,284 $ 3.01 4.89 Vested and expected to vest after September 30, 2023 28,456 $ 3.43 5.50 |
Intrinsic Value of Stock Options | The intrinsic value of the Company’s stock options is as follows (in thousands): As of September 30, As of December 31, Stock options outstanding $ 90,312 $ 75,888 Stock options exercisable $ 85,242 $ 68,431 Stock options vested and expected to vest $ 90,234 $ 75,704 |
Stock Options, Valuation Assumptions | 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 during the nine months ended September 30, 2023 were as follows. No stock options were granted during the three months ended September 30, 2022: Nine Months Ended September 30, 2023 Weighted average grant date fair value per award $ 2.20 Valuation model used Black-Scholes Expected award price volatility 50.00 % Risk-free rate of return 3.70 % Expected life of awards 5.89 years Expected rate of dividends None |
Restricted Stock Units Activity | The following table presents a summary of RSU activity (in thousands except weighted average data): Number of Weighted Average awards Grant-Date Fair Value Outstanding — December 31, 2022 4,367 $ 5.58 Granted 3,394 $ 4.78 Vested (1,717) $ 5.56 Cancelled (134) $ 5.58 Outstanding - September 30, 2023 5,910 $ 5.13 Number of Weighted Average awards Grant-Date Fair Value Outstanding — December 31, 2022 — $ — Granted 3,024 $ 4.76 Vested (3,024) $ 4.76 Cancelled — $ — Outstanding - September 30, 2023 — $ — |
Performance Stock Units Activity | The following table presents a summary of PSU activity (in thousands except weighted average data): Number of Weighted Average awards Grant-Date Fair Value Outstanding — December 31, 2022 — $ — Granted 942 $ 4.75 Vested — $ — Cancelled — $ — Outstanding - September 30, 2023 942 $ 4.75 |
NET LOSS PER SHARE ATTRIBUTAB_2
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted loss per share of Class A common stock (amounts in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 NET LOSS $ (18,448) $ (118,116) $ (19,522) $ (54,314) Less: Net (loss) income attributable to noncontrolling interest (45) (62) 248 313 Premium on early redemption of Redeemable Preferred Stock — 26,678 — 26,678 Redeemable Preferred Stock dividend — 4,666 — 43,218 NET LOSS ATTRIBUTABLE TO GETTY IMAGES HOLDINGS, INC. - Basic $ (18,403) $ (149,398) $ (19,770) $ (124,523) Less: Change in fair value of Public and Forward Purchase Warrants — (15,278) — (15,278) NET LOSS ATTRIBUTABLE TO GETTY IMAGES HOLDINGS, INC. - Diluted (18,403) (164,676) (19,770) (139,801) Weighted-average Class A common stock outstanding: Basic 399,703,684 318,152,726 397,492,201 237,235,059 Effect of dilutive securities — 5,185,168 — 1,728,389 Diluted 399,703,684 323,337,894 397,492,201 238,963,448 Net loss per share of Class A common stock attributable to Getty Images Holdings, Inc. common stockholders: Basic $ (0.05) $ (0.47) $ (0.05) $ (0.52) Diluted $ (0.05) $ (0.51) $ (0.05) $ (0.59) |
Antidilutive Securities Excluded from Computation of Earnings Per Share | 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: September 30, 2023 2022 Common stock options 28,479,654 28,970,753 Restricted stock units 5,889,481 — 34,369,135 28,970,753 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) performanceObligation | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) performanceObligation | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Accounts receivable, allowance | $ 7,040 | $ 7,040 | $ 6,460 | ||
Bad debt expense | 1,000 | $ 100 | 2,000 | $ 1,000 | |
Carrying amount of minority investments | $ 43,378 | $ 43,378 | 51,952 | ||
Uncapped Digital Content Subscriptions | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Number of performance obligations | performanceObligation | 2 | 2 | |||
Noncontrolling Interest | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Carrying amount of minority investments | $ 9,500 | $ 9,500 | $ 9,600 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 113,546 | $ 97,912 | ||
Restricted cash | 4,250 | 4,482 | ||
Total cash, cash equivalents and restricted cash | $ 117,796 | $ 102,394 | $ 76,402 | $ 191,529 |
DERIVATIVE INSTRUMENTS - Fair V
DERIVATIVE INSTRUMENTS - Fair Value Amounts of Derivative Instruments (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Derivatives, Fair Value [Line Items] | ||
Total derivatives, asset | $ 3,985 | $ 9,032 |
Total derivatives, liability | 0 | 0 |
Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Total derivatives, asset | 3,985 | 9,032 |
Total derivatives, liability | $ 0 | $ 0 |
DERIVATIVE INSTRUMENTS - Narrat
DERIVATIVE INSTRUMENTS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Loss recognized on derivatives | $ 2.3 | $ 5 | ||
Gain recognized on derivatives | $ 5.7 | $ 22.8 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Financial Instrument Assets Recorded at Fair Value (Details) - Recurring - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds (cash equivalents) | $ 47,977 | $ 20,462 |
Assets, fair value | 51,962 | 29,494 |
Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 3,985 | 9,032 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds (cash equivalents) | 47,977 | 20,462 |
Assets, fair value | 47,977 | 20,462 |
Level 1 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds (cash equivalents) | 0 | 0 |
Assets, fair value | 3,985 | 9,032 |
Level 2 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 3,985 | 9,032 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds (cash equivalents) | 0 | 0 |
Assets, fair value | 0 | 0 |
Level 3 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | $ 0 | $ 0 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Financial Instrument Liabilities Recorded or Disclosed at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Term Loans | $ 1,087,282 | $ 1,112,990 |
Senior Notes | 299,625 | 297,354 |
Liabilities, fair value | 1,386,907 | 1,410,344 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Term Loans | 0 | 0 |
Senior Notes | 0 | 0 |
Liabilities, fair value | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Term Loans | 1,087,282 | 1,112,990 |
Senior Notes | 299,625 | 297,354 |
Liabilities, fair value | 1,386,907 | 1,410,344 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Term Loans | 0 | 0 |
Senior Notes | 0 | 0 |
Liabilities, fair value | $ 0 | $ 0 |
OTHER ASSETS AND LIABILITIES -
OTHER ASSETS AND LIABILITIES - Other Long-Term Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Other Assets And Liabilities Disclosure [Abstract] | ||
Long term note receivable from a related party | $ 24,000 | $ 24,000 |
Minority and other investments | 12,023 | 12,097 |
Derivative asset | $ 0 | 9,032 |
Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term assets | |
Tax receivable | $ 2,700 | 2,700 |
Equity method investment | 2,557 | 2,064 |
Long term deposits | 1,506 | 1,609 |
Other | 592 | 450 |
Other long-term assets | $ 43,378 | $ 51,952 |
OTHER ASSETS AND LIABILITIES _2
OTHER ASSETS AND LIABILITIES - Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Other Assets And Liabilities Disclosure [Abstract] | ||
Accrued compensation and related costs | $ 16,299 | $ 23,851 |
Lease liabilities | $ 9,310 | 10,094 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses | |
Interest payable | $ 2,931 | 9,993 |
Accrued professional fees | 12,719 | 4,334 |
Other | 902 | 1,055 |
Accrued expenses | $ 42,161 | $ 49,327 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Less: issuance costs and discounts amortized to interest expense | $ (2,767) | $ (5,549) |
Long-term debt – net | 1,380,386 | 1,428,847 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 300,000 | 300,000 |
USD Term Loans | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 639,600 | 687,400 |
EUR Term Loans | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 443,553 | $ 446,996 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) $ in Thousands, € in Millions | 9 Months Ended | |||||||
Aug. 11, 2023 USD ($) | May 10, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 EUR (€) | May 04, 2023 USD ($) | May 03, 2023 USD ($) | Dec. 31, 2022 EUR (€) | |
Debt Instrument [Line Items] | ||||||||
Repayment of debt | $ 47,800 | $ 307,800 | ||||||
Revolving Credit Facility | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount (up to) | $ 150,000 | $ 80,000 | ||||||
EUR Term Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt face amount | € | € 419 | € 419 | ||||||
USD Term Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayment of debt | $ 20,000 | $ 20,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Oct. 27, 2023 USD ($) lawsuit | Nov. 14, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Loss Contingencies [Line Items] | |||||||
Loss contingency accrual | $ 0 | $ 0 | $ 0 | ||||
Recovery of loss on litigation | $ 60,000,000 | $ 0 | 60,000,000 | $ 0 | |||
Subsequent Event | |||||||
Loss Contingencies [Line Items] | |||||||
Recovery of loss on litigation | $ 5,000,000 | ||||||
Number of pending lawsuits | lawsuit | 2 | ||||||
Tax Assessment, Canada Revenue Agency | |||||||
Loss Contingencies [Line Items] | |||||||
Loss contingency, amount sought by plaintiff | 19,000,000 | ||||||
Tax Assessment, Canada Revenue Agency | Maximum | |||||||
Loss Contingencies [Line Items] | |||||||
Loss contingency, amount sought by plaintiff | $ 28,000,000 | ||||||
United States District Court For The Southern District Of New York, Alta Partners, LLC V. Getty Images Holdings, Inc., Case | Subsequent Event | |||||||
Loss Contingencies [Line Items] | |||||||
Loss contingency, amount awarded to plaintiff | $ 36,900,000 | ||||||
Loss contingency, pre-judgement, per annum, interest rate | 0.09 | ||||||
CRCM Institutional Master Fund (BVI) LTD, Et Al. V. Getty Images Holdings, Inc., Case | Subsequent Event | |||||||
Loss Contingencies [Line Items] | |||||||
Loss contingency, amount awarded to plaintiff | $ 51,000,000 | ||||||
Loss contingency, pre-judgement, per annum, interest rate | 0.09 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) product employee | |
Revenue from Contract with Customer [Abstract] | |
Number of primary products | product | 3 |
Number of staff photographers and videographers (in employees) | employee | 110 |
Contract with customer, liability, revenue recognized | $ | $ 127.8 |
REVENUE - Revenue by Product (D
REVENUE - Revenue by Product (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | $ 229,298 | $ 230,474 | $ 690,616 | $ 694,778 |
Creative | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 145,211 | 145,238 | 432,927 | 440,305 |
Editorial | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 79,944 | 81,845 | 244,911 | 243,543 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | $ 4,143 | $ 3,391 | $ 12,778 | $ 10,930 |
EQUITY_BASED COMPENSATION - Nar
EQUITY‑BASED COMPENSATION - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expense capitalized | $ 1,300,000 | $ 0 | $ 2,200,000 | $ 0 |
Intrinsic value of stock options exercised | 13,200,000 | 14,700,000 | ||
Unrecognized compensation charge related to non-vested options | 7,500,000 | $ 7,500,000 | ||
Employee Stock Option | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Unrecognized compensation expense, weighted average period | 2 years 3 months 7 days | |||
Restricted Stock Units (RSUs) | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Unrecognized compensation expense, weighted average period | 2 years 4 months 20 days | |||
Unrecognized compensation charge excluding non-vested options | $ 27,100,000 | $ 27,100,000 | ||
Performance Shares | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of incremental shares issued | 1,900,000 | |||
Equity Incentive Plan 2022 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of shares available for issuance | 51,104,577 | 51,104,577 | ||
Number of shares available to be issued | 7,792,506 | 7,792,506 | ||
Equity Incentive Plan 2022 | Maximum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Equity based awards vesting period | 4 years | |||
Equity Incentive Plan 2022 | Minimum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Equity based awards vesting period | 3 years | |||
Earn Out Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of shares available for issuance | 6,000,000 | 6,000,000 | ||
Number of shares available to be issued | 2,975,696 | 2,975,696 | ||
Earn Out Plan | Restricted Stock Units (RSUs) | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Unrecognized compensation charge excluding non-vested options | $ 0 | $ 0 | ||
2022 Employee Stock Purchase Plan | Employee Stock | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of shares available for issuance | 5,000,000 | 5,000,000 | ||
Number of shares available to be issued | 5,000,000 | 5,000,000 | ||
ESPP purchase price of common stock, percent of market price | 85% | |||
Number of purchase periods | 6 months | |||
Maximum contribution rate | 10% | 10% | ||
Selling, General and Administrative Expenses | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Equity-based compensation, net of forfeitures | $ 10,500,000 | $ 2,800,000 | $ 29,400,000 | $ 5,900,000 |
EQUITY_BASED COMPENSATION - Sto
EQUITY‑BASED COMPENSATION - Stock Option Activity (Details) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Number of Awards | |||
Outstanding, beginning balance (in shares) | 29,935,000 | ||
Granted (in shares) | 0 | 2,934,000 | |
Exercised (in shares) | (4,352,000) | ||
Pre-vesting forfeitures (in shares) | (22,000) | ||
Post-vesting cancellations (in shares) | (15,000) | ||
Outstanding, ending balance (in shares) | 28,480,000 | 29,935,000 | |
Weighted Average Exercise Price | |||
Outstanding, beginning balance (in dollars per share) | $ 3.08 | ||
Granted (in dollars per share) | 6.49 | ||
Exercised (in dollars per share) | 3.03 | ||
Pre-vesting forfeitures (in dollars per share) | 5.87 | ||
Post-vesting cancellations (in dollars per share) | 5.82 | ||
Outstanding, ending balance (in dollars per share) | $ 3.43 | $ 3.08 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract] | |||
Outstanding, remaining average contractual life (in years) | 5 years 6 months | 5 years 10 months 6 days | |
Exercisable (in shares) | 24,284,000 | ||
Exercisable, weighted average exercise price (in dollars per share) | $ 3.01 | ||
Exercisable, remaining average contractual life | 4 years 10 months 20 days | ||
Vested and expected to vest (in shares) | 28,456,000 | ||
Vested and expected to vest, weighted average exercise price (in dollars per share) | $ 3.43 | ||
Vested and expected to vest, remaining average contractual life | 5 years 6 months |
EQUITY_BASED COMPENSATION - Int
EQUITY‑BASED COMPENSATION - Intrinsic Value of Stock Options (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Share-Based Payment Arrangement [Abstract] | ||
Stock options outstanding | $ 90,312 | $ 75,888 |
Stock options exercisable | 85,242 | 68,431 |
Stock options vested and expected to vest | $ 90,234 | $ 75,704 |
EQUITY_BASED COMPENSATION - S_2
EQUITY‑BASED COMPENSATION - Stock Options, Valuation Assumptions (Details) - $ / shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Granted (in shares) | 0 | 2,934,000 |
Weighted average grant date fair value per award (in dollars per share) | $ 2.20 | |
Expected award price volatility | 50% | |
Risk-free rate of return | 3.70% | |
Expected life of awards | 5 years 10 months 20 days | |
Expected rate of dividends | 0% |
EQUITY-BASED COMPENSATION - Res
EQUITY-BASED COMPENSATION - Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Number of awards | |
Outstanding, beginning balance (in shares) | shares | 4,367,000 |
Granted (in shares) | shares | 3,394,000 |
Vested (in shares) | shares | (1,717,000) |
Cancelled (in shares) | shares | (134,000) |
Outstanding, ending balance (in shares) | shares | 5,910,000 |
Weighted Average Grant-Date Fair Value | |
Outstanding at the beginning (in dollars per share) | $ / shares | $ 5.58 |
Granted (in dollars per share) | $ / shares | 4.78 |
Vested (in dollars per share) | $ / shares | 5.56 |
Cancelled (in dollars per share) | $ / shares | 5.58 |
Outstanding at the end (in dollars per share) | $ / shares | $ 5.13 |
Earn Out Plan | |
Number of awards | |
Outstanding, beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 3,024,000 |
Vested (in shares) | shares | (3,024,000) |
Cancelled (in shares) | shares | 0 |
Outstanding, ending balance (in shares) | shares | 0 |
Weighted Average Grant-Date Fair Value | |
Outstanding at the beginning (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 4.76 |
Vested (in dollars per share) | $ / shares | 4.76 |
Cancelled (in dollars per share) | $ / shares | 0 |
Outstanding at the end (in dollars per share) | $ / shares | $ 0 |
EQUITY_BASED COMPENSATION - Per
EQUITY‑BASED COMPENSATION - Performance Stock Units Activity (Details) - Performance Shares | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Number of awards | |
Outstanding, beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 942,000 |
Vested (in shares) | shares | 0 |
Cancelled (in shares) | shares | 0 |
Outstanding, ending balance (in shares) | shares | 942,000 |
Weighted Average Grant-Date Fair Value | |
Outstanding at the beginning (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 4.75 |
Vested (in dollars per share) | $ / shares | 0 |
Cancelled (in dollars per share) | $ / shares | 0 |
Outstanding at the end (in dollars per share) | $ / shares | $ 4.75 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 5,395 | $ 10,625 | $ 11,517 | $ 38,974 |
Effective income tax rate | (41.30%) | (9.90%) | (143.90%) | (254.10%) |
NET LOSS PER SHARE ATTRIBUTAB_3
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS - Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
NET LOSS | $ (18,448) | $ (118,116) | $ (19,522) | $ (54,314) |
Net (loss) income attributable to noncontrolling interest | (45) | (62) | 248 | 313 |
Premium on early redemption of Redeemable Preferred Stock | 0 | 26,678 | 0 | 26,678 |
Redeemable Preferred Stock dividend | 0 | 4,666 | 0 | 43,218 |
NET LOSS ATTRIBUTABLE TO GETTY IMAGES HOLDINGS, INC. | (18,403) | (149,398) | (19,770) | (124,523) |
Change in fair value of Public and Forward Purchase Warrants | 0 | (15,278) | 0 | (15,278) |
NET LOSS ATTRIBUTABLE TO GETTY IMAGES HOLDINGS, INC. - Diluted | $ (18,403) | $ (164,676) | $ (19,770) | $ (139,801) |
Weighted-average Class A common stock outstanding: | ||||
Basic (in dollars per share) | 399,703,684 | 318,152,726 | 397,492,201 | 237,235,059 |
Effect of dilutive securities | 0 | 5,185,168 | 0 | 1,728,389 |
Diluted | 399,703,684 | 323,337,894 | 397,492,201 | 238,963,448 |
Net loss per share of Class A common stock attributable to Getty Images Holdings, Inc. common stockholders: | ||||
Basic (in dollars per share) | $ (0.05) | $ (0.47) | $ (0.05) | $ (0.52) |
Diluted (in dollars per share) | $ (0.05) | $ (0.51) | $ (0.05) | $ (0.59) |
NET LOSS PER SHARE ATTRIBUTAB_4
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 34,369,135 | 28,970,753 |
Employee Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 28,479,654 | 28,970,753 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 5,889,481 | 0 |