Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 11, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-41453 | ||
Entity Registrant Name | GETTY IMAGES HOLDINGS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 87-3764229 | ||
Entity Address, 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 133,323,781.36 | ||
Entity Common Stock, Shares Outstanding | 405,870,456 | ||
Documents Incorporated by Reference | Portions of the proxy statement for the 2024 Annual Meeting of Stockholders of Getty Images Holdings, Inc. are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of Getty Images Holdings, Inc.’s fiscal year ended December 31, 2023. | ||
Entity Central Index Key | 0001898496 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Seattle, Washington |
Auditor Firm ID | 42 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 136,623 | $ 97,912 |
Restricted cash | 4,227 | 4,482 |
Accounts receivable – net of allowance of $6,526 and $6,460, respectively | 138,730 | 129,603 |
Prepaid expenses | 15,798 | 15,728 |
Insurance recovery receivable | 48,615 | 0 |
Taxes receivable | 9,758 | 11,297 |
Other current assets | 11,253 | 10,497 |
Total current assets | 365,004 | 269,519 |
PROPERTY AND EQUIPMENT – NET | 179,378 | 172,083 |
RIGHT OF USE ASSETS | 41,098 | 47,231 |
GOODWILL | 1,501,814 | 1,499,578 |
IDENTIFIABLE INTANGIBLE ASSETS – NET | 403,805 | 419,548 |
DEFERRED INCOME TAXES – NET | 69,400 | 8,272 |
OTHER LONG-TERM ASSETS | 41,262 | 51,952 |
TOTAL | 2,601,761 | 2,468,183 |
CURRENT LIABILITIES: | ||
Accounts payable | 102,525 | 93,766 |
Accrued expenses | 43,653 | 49,327 |
Income taxes payable | 11,325 | 8,031 |
Litigation reserves | 98,149 | 0 |
Deferred revenue | 176,349 | 171,371 |
Total current liabilities | 432,001 | 322,495 |
LONG-TERM DEBT – NET | 1,398,658 | 1,428,847 |
LEASE LIABILITIES | 39,858 | 46,218 |
DEFERRED INCOME TAXES – NET | 21,580 | 37,075 |
UNCERTAIN TAX POSITIONS | 24,772 | 37,333 |
OTHER LONG-TERM LIABILITIES | 3,462 | 3,167 |
Total liabilities | 1,920,331 | 1,875,135 |
Commitments and contingencies | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred Stock, $0.0001 par value; 1.0 million shares authorized; no shares issued and outstanding as of December 31, 2023 and December 31, 2022. | 0 | 0 |
Additional paid-in capital | 1,983,276 | 1,936,324 |
Accumulated deficit | (1,263,015) | (1,282,354) |
Accumulated other comprehensive loss | (87,076) | (108,928) |
Total Getty Images Holdings, Inc. stockholders’ equity | 633,225 | 545,081 |
Noncontrolling interest | 48,205 | 47,967 |
Total stockholders’ equity | 681,430 | 593,048 |
TOTAL | 2,601,761 | 2,468,183 |
Class A common stock | ||
STOCKHOLDERS’ EQUITY: | ||
Class A common stock, $0.0001 par value: 2.0 billion shares authorized; 405.0 million shares issued and outstanding as of December 31, 2023 and 394.8 million shares issued and outstanding as of December 31, 2022 | 40 | 39 |
Class B Common Stock | ||
STOCKHOLDERS’ EQUITY: | ||
Class A common stock, $0.0001 par value: 2.0 billion shares authorized; 405.0 million shares issued and outstanding as of December 31, 2023 and 394.8 million shares issued and outstanding as of December 31, 2022 | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Accounts receivable allowance, current | $ 6,526 | $ 6,460 |
Class A common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 2,000,000,000 | 2,000,000,000 |
Common stock, issued (in shares) | 405,000,000 | 394,800,000 |
Common stock, outstanding (in shares) | 405,000,000 | 394,800,000 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 5,100,000 | 5,100,000 |
Common stock, issued (in shares) | 0 | 0 |
Common stock, outstanding (in shares) | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
REVENUE | $ 916,555 | $ 926,244 | $ 918,688 |
OPERATING EXPENSE: | |||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 250,249 | 254,990 | 248,152 |
Selling, general and administrative expenses | 402,516 | 375,582 | 367,704 |
Depreciation | 54,374 | 49,574 | 51,099 |
Amortization | 24,069 | 43,645 | 49,361 |
Loss on litigation | 116,051 | 1,101 | 0 |
Recovery of loss on litigation | (60,000) | 0 | 0 |
Other operating expense (income) – net | 1,624 | (681) | 386 |
Operating expense | 788,883 | 724,211 | 716,702 |
INCOME FROM OPERATIONS | 127,672 | 202,033 | 201,986 |
OTHER EXPENSE, NET: | |||
Interest expense | (126,884) | (117,229) | (122,160) |
(Loss) gain on fair value adjustment for swaps and foreign currency exchange contract – net | (7,573) | 23,508 | 19,282 |
Unrealized foreign exchange (losses) gain – net | (23,772) | 24,643 | 36,406 |
Loss on extinguishment of debt | 0 | (2,693) | 0 |
Net loss on fair value adjustment for warrant liabilities | 0 | (160,728) | 0 |
Other non-operating income (expense) – net | 3,652 | (3,051) | 612 |
Total other expense – net | (154,577) | (235,550) | (65,860) |
(LOSS) INCOME BEFORE INCOME TAXES | (26,905) | (33,517) | 136,126 |
INCOME TAX BENEFIT (EXPENSE) | 46,482 | (44,126) | (18,729) |
NET INCOME (LOSS) | 19,577 | (77,643) | 117,397 |
Net income (loss) attributable to noncontrolling interest | 238 | (89) | 329 |
Premium on early redemption of Redeemable Preferred Stock | 0 | 26,678 | 0 |
Redeemable Preferred Stock dividend | 0 | 43,218 | 71,393 |
NET INCOME (LOSS) ATTRIBUTABLE TO GETTY IMAGES HOLDINGS, INC. | $ 19,339 | $ (147,450) | $ 45,675 |
Net income (loss) per share attributable to Class A Getty Images Holdings, Inc. common stockholders: | |||
Basic (in dollars per share) | $ 0.05 | $ (0.53) | $ 0.23 |
Diluted (in dollars per share) | $ 0.05 | $ (0.53) | $ 0.23 |
Weighted-average Class A common shares outstanding: | |||
Basic (in shares) | 399,037,805 | 276,942,660 | 196,084,650 |
Diluted (in shares) | 411,495,025 | 276,942,660 | 201,507,355 |
Class A Common Stock | |||
Weighted-average Class A common shares outstanding: | |||
Basic (in shares) | 399,037,805 | 276,942,660 | 196,084,650 |
Diluted (in shares) | 411,495,025 | 276,942,660 | 201,507,355 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
NET INCOME (LOSS) | $ 19,577 | $ (77,643) | $ 117,397 |
OTHER COMPREHENSIVE INCOME (LOSS): | |||
Net foreign currency translation adjustment gain (losses) | 21,852 | (30,525) | (31,603) |
COMPREHENSIVE INCOME (LOSS) | 41,429 | (108,168) | 85,794 |
Less: Comprehensive gain (loss) attributable to noncontrolling interest | 238 | (89) | 328 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO GETTY IMAGES HOLDINGS, INC. | $ 41,191 | $ (108,079) | $ 85,466 |
CONSOLIDATED STATEMENTS OF REDE
CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Previously Reported | Total Getty Images Holdings, Inc. Stockholders’ Equity (Deficit) | Total Getty Images Holdings, Inc. Stockholders’ Equity (Deficit) Previously Reported | Additional Paid-In Capital | Additional Paid-In Capital Retroactive application of recapitalization | Additional Paid-In Capital Previously Reported | Accumulated Deficit | Accumulated Deficit Previously Reported | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Previously Reported | Noncontrolling Interest | Noncontrolling Interest Previously Reported | Private Placement Warrants | Private Placement Warrants Total Getty Images Holdings, Inc. Stockholders’ Equity (Deficit) | Private Placement Warrants Additional Paid-In Capital | Public Warrants | Public Warrants Total Getty Images Holdings, Inc. Stockholders’ Equity (Deficit) | Public Warrants Additional Paid-In Capital | Redeemable Preferred Stock | Redeemable Preferred Stock Previously Reported | Class A Common Stock Common Stock | Class A Common Stock Common Stock Retroactive application of recapitalization | Class A Common Stock Common Stock Previously Reported | Class A Common Stock Private Placement Warrants Common Stock | Class A Common Stock Public Warrants Common Stock | Class B Common Stock Common Stock | Class B Common Stock Common Stock Previously Reported |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||
Beginning balance, prior to recapitalization (in shares) | 42,779,007 | |||||||||||||||||||||||||||
Beginning balance, prior to recapitalization | $ 1,513 | $ (1,513) | ||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 606,910 | 606,910 | ||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 613,957 | $ 613,957 | ||||||||||||||||||||||||||
Redeemable Preferred Stock | ||||||||||||||||||||||||||||
Redeemable Preferred Stock dividend (in shares) | 70,574 | |||||||||||||||||||||||||||
Redeemable Preferred Stock dividend | $ 71,400 | $ 71,393 | ||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 677,484 | |||||||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 685,350 | |||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 196,082,512 | 153,303,505 | 0 | 0 | ||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | (319,560) | $ (319,560) | $ (367,288) | $ (367,288) | $ 1,000,000 | $ 998,487 | $ (1,320,508) | $ (1,320,508) | $ (46,800) | $ (46,800) | $ 47,728 | $ 47,728 | $ 20 | $ 1,533 | $ 0 | $ 0 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||
Net income (loss) | 117,397 | 117,068 | 117,068 | 329 | ||||||||||||||||||||||||
Other comprehensive income (loss) | (31,604) | (31,603) | (31,603) | (1) | ||||||||||||||||||||||||
Issuance of common stock in connection with equity-based compensation arrangements (in shares) | 12,790 | |||||||||||||||||||||||||||
Issuance of common stock in connection with equity-based compensation arrangements | 35 | 35 | 35 | |||||||||||||||||||||||||
Equity-based compensation activity | 6,440 | 6,440 | 6,440 | |||||||||||||||||||||||||
Redeemable Preferred Stock dividend | (71,393) | (71,393) | (71,393) | |||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 196,095,302 | 0 | ||||||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | (298,685) | (346,741) | 935,082 | (1,203,440) | (78,403) | 48,056 | $ 20 | $ 0 | ||||||||||||||||||||
Redeemable Preferred Stock | ||||||||||||||||||||||||||||
Redeemable Preferred Stock dividend (in shares) | 38,109 | |||||||||||||||||||||||||||
Redeemable Preferred Stock dividend | 43,200 | $ 43,218 | ||||||||||||||||||||||||||
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 Dec. 31, 2022 | 0 | |||||||||||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 0 | |||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||
Net income (loss) | (77,643) | (77,554) | (77,554) | (89) | ||||||||||||||||||||||||
Other comprehensive income (loss) | (30,525) | (30,525) | (30,525) | |||||||||||||||||||||||||
Cumulative effect of accounting change- adoption of ASU 2019-12 (Note 2) | (1,360) | (1,360) | (1,360) | |||||||||||||||||||||||||
Issuance of common stock in connection with equity-based compensation arrangements (in shares) | 1,581,275 | |||||||||||||||||||||||||||
Issuance of common stock in connection with equity-based compensation arrangements | 194 | 194 | 194 | |||||||||||||||||||||||||
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 | 9,547 | 9,547 | 9,547 | |||||||||||||||||||||||||
Redeemable Preferred Stock dividend | (43,218) | (43,218) | (43,218) | |||||||||||||||||||||||||
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 of tax impact and issuance costs (in shares) | 107,068,311 | 5,140,000 | ||||||||||||||||||||||||||
Issuance of Class A and Class B common stock upon Business Combination and PIPE Investment, net of tax impact and issuance costs | 694,460 | 694,460 | 694,449 | $ 10 | $ 1 | |||||||||||||||||||||||
Issuance of common stock upon exercise of Warrants (in shares) | 11,555,996 | 10,328 | ||||||||||||||||||||||||||
Issuance of common stock upon exercise of Warrants | $ 232,853 | $ 232,853 | $ 232,852 | $ 121 | $ 121 | $ 121 | $ 1 | |||||||||||||||||||||
Issuance of Class A 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 | 0 | 0 | (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 Dec. 31, 2022 | 394,771,254 | 0 | ||||||||||||||||||||||||||
Ending balance at Dec. 31, 2022 | 593,048 | 545,081 | 1,936,324 | (1,282,354) | (108,928) | 47,967 | $ 39 | $ 0 | ||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 0 | |||||||||||||||||||||||||||
Ending balance at Dec. 31, 2023 | $ 0 | |||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||
Net income (loss) | 19,577 | 19,339 | 19,339 | 238 | ||||||||||||||||||||||||
Other comprehensive income (loss) | 21,852 | 21,852 | 21,852 | |||||||||||||||||||||||||
Issuance of common stock in connection with equity-based compensation arrangements (in shares) | 12,035,420 | |||||||||||||||||||||||||||
Issuance of common stock in connection with equity-based compensation arrangements | 15,050 | 15,050 | 15,049 | $ 1 | ||||||||||||||||||||||||
Common shares withheld for settlement of taxes in connection with equity-based compensation (in shares) | (1,835,887) | |||||||||||||||||||||||||||
Common shares withheld for settlement of taxes in connection with equity-based compensation | (8,713) | (8,713) | (8,713) | |||||||||||||||||||||||||
Equity-based compensation activity | 40,616 | 40,616 | 40,616 | |||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 404,970,787 | 0 | ||||||||||||||||||||||||||
Ending balance at Dec. 31, 2023 | $ 681,430 | $ 633,225 | $ 1,983,276 | $ (1,263,015) | $ (87,076) | $ 48,205 | $ 40 | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ 19,577 | $ (77,643) | $ 117,397 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation | 54,374 | 49,574 | 51,099 |
Amortization | 24,069 | 43,645 | 49,361 |
Unrealized exchange gains on foreign denominated debt | 16,579 | (26,636) | (39,173) |
Equity-based compensation | 37,652 | 9,292 | 6,440 |
Non-cash fair value adjustment for common stock warrants | 0 | 160,728 | 0 |
Deferred income taxes – net | (76,624) | 15,801 | 5,793 |
Uncertain tax positions | (12,561) | (5,368) | (20,507) |
Non-cash fair value adjustment for swaps and foreign currency exchange contracts | 7,573 | (22,005) | (20,196) |
Amortization of debt issuance costs | 3,965 | 6,096 | 6,741 |
Non cash operating lease costs | 12,173 | 9,760 | 0 |
Impairment of right of use assets | 0 | 2,563 | 0 |
Loss on extinguishment of debt | 0 | 2,693 | 0 |
Transaction costs allocated to common stock warrants | 0 | 4,262 | 0 |
Non-cash fair value adjustment of contingent consideration | 0 | (4,039) | 1,373 |
Other | 4,458 | 3,428 | (725) |
Changes in assets and liabilities: | |||
Accounts receivable | (11,704) | 6,016 | (16,075) |
Accounts payable | 9,799 | 6,001 | (555) |
Accrued expenses | (6,808) | (14,231) | 18,712 |
Insurance recovery receivable | (48,615) | 0 | 0 |
Litigation reserves | 98,149 | 0 | 0 |
Lease liabilities, non-current | (13,187) | (11,408) | 0 |
Income taxes receivable/payable | 8,027 | (188) | 320 |
Deferred revenue | 4,532 | 9,140 | 24,783 |
Other | 1,288 | (4,364) | 4,102 |
Net cash provided by operating activities | 132,716 | 163,117 | 188,890 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Acquisition of property and equipment | (56,999) | (59,291) | (49,317) |
Purchase of a minority investment | 0 | (2,000) | 0 |
Acquisition of a business, net of cash acquired | 0 | 0 | (89,206) |
Other investing activities | 0 | 0 | 1,597 |
Net cash used in investing activities | (56,999) | (61,291) | (136,926) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Repayment of debt | (50,400) | (310,400) | (17,449) |
Payment of contingent consideration | 0 | (10,000) | 0 |
Payment of Redeemable Preferred Stock | 0 | (614,996) | 0 |
Cash contributions from business combination | 0 | 864,164 | 0 |
Cash paid for debt issuance costs | (1,137) | 0 | 0 |
Proceeds from common stock issuance | 15,050 | 0 | 0 |
Cash paid for settlement of employee taxes related to exercise of equity-based awards | (8,713) | (6,267) | 0 |
Cash paid for equity issuance costs | (150) | (106,917) | (1,851) |
Proceeds from option and warrant exercises | 0 | 313 | 35 |
Redemption of warrants for cash | 0 | (244) | 0 |
Net cash used in financing activities | (45,350) | (184,347) | (19,265) |
EFFECTS OF EXCHANGE RATE FLUCTUATIONS | 8,089 | (6,614) | (2,479) |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 38,456 | (89,135) | 30,220 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Beginning of period | 102,394 | 191,529 | 161,309 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - End of period | 140,850 | 102,394 | 191,529 |
SUPPLEMENTAL DISCLOSURES: | |||
Interest paid | 122,826 | 110,909 | 115,258 |
Income taxes paid, including foreign taxes withheld | $ 31,700 | $ 30,800 | $ 32,300 |
DESCRIPTION OF THE BUSINESS
DESCRIPTION OF THE BUSINESS | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF THE BUSINESS | 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 offers a full range of content, with over 562 million assets available through its industry-leading sites. The Company serves businesses in almost every country in the world with websites in 23 languages bringing content to m edia outlets, advertising agencies and corporations and, increasingly, serving individual creators and prosumers. On July 22, 2022 (the “Closing Date”), the Company consummated the transactions in the Business Combination Agreement, dated December 9, 2021 (the “Business Combination Agreement” and the consummation of such transactions, the “Closing”), by and among CC Neuberger Principal Holdings II, a Cayman Islands exempted company (“CCNB”), the Company (at such time, named Vector Holding, LLC, a Delaware limited liability company and wholly-owned subsidiary of CCNB), Vector Domestication Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Domestication Merger Sub”), Vector Merger Sub 1, LLC, a Delaware limited liability company and a wholly-owned subsidiary of CCNB (“G Merger Sub 1”), Vector Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of CCNB (“G Merger Sub 2”), Griffey Global Holdings, Inc., a Delaware corporation (“Legacy Getty”), and Griffey Investors, L.P., a Delaware limited partnership (the “Partnership”). On the day prior to the Closing Date, the Company statutorily converted from a Delaware limited liability company to a Delaware corporation (the “Statutory Conversion”). On the Closing Date, CCNB merged with and into Domestication Merger Sub, with Domestication Merger Sub surviving the merger as a wholly-owned direct subsidiary of the Company (the “Domestication Merger”). Following the Domestication Merger on the Closing Date, G Merger Sub 1 merged with and into Legacy Getty, with Legacy Getty surviving the merger as an indirect wholly-owned subsidiary of the Company (the “First Getty Merger”). Immediately after the First Getty Merger, Legacy Getty merged with and into G Merger Sub 2 with G Merger Sub 2 surviving the merger as an indirect wholly-owned subsidiary of the Company (the “Second Getty Merger” and together with the First Getty Merger, the “Getty Mergers” and, together with the Statutory Conversion and the Domestication Merger, the “Business Combination”). See “ Note 3 — Business Combination ” for further details. Legacy Getty was incorporated in Delaware on September 25, 2012, and in October of the same year, indirectly acquired Getty Images, Inc. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Principles — The Company’s accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Basis of Presentation — 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. For accounting purposes, the Business Combination was treated as the equivalent of Legacy Getty issuing stock for the net assets of CCNB, accompanied by a recapitalization. The net assets of CCNB are stated at historical cost, with no goodwill or other intangible assets recorded. Legacy Getty was determined to be the accounting acquirer based on the following predominant factors: • Legacy Getty stockholders have the greatest voting interest in the Company with approximately 72% of the voting interest; • Legacy Getty stockholders have the ability to nominate a majority of the initial members of the Company’s Board of Directors; • Legacy Getty senior management is the senior management of the Company; and • Legacy Getty was the larger entity based on historical operating activity and had the larger employee base. The consolidated assets, liabilities and results of operations prior to the Business Combination are those of Legacy Getty. The shares and corresponding capital amounts and earnings per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the exchange ratio of 1.27905 (the “Exchange Ratio”) established in the Business Combination. The accompanying 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. Estimates and Assumptions — The preparation of the 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 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 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. Reclassifications — Certain prior year amounts have been reclassified to conform to the current year presentation. For the year ending December 31, 2022, $1.1 million in legal fees associated with the warrant litigation was reclassified from “Selling, general and administrative expenses” to “Loss on litigation” within the Condensed Consolidated Statements of Operations. Principles of Consolidation — The consolidated financial statements and notes thereto include the accounts of Getty Images Holdings, Inc and its subsidiaries. Equity investments in which the Company exercises significant influence, but does not control and is not the primary beneficiary of, are accounted for using the equity method. Significant accounts and transactions between consolidated entities have been eliminated. Intercompany transactions and balances have been eliminated in consolidation. Noncontrolling Interest — The Company’s noncontrolling interest represents the minority stockholder’s ownership interest related to the Company’s subsidiary, Getty Images SEA Holdings Co., Limited (“Getty SEA”). The Company reports its non-controlling interest in subsidiary as a separate component of stockholders’ equity (deficit) in the Consolidated Balance Sheets and reports both net income (loss) attributable to the non-controlling interest and net income (loss) attributable to the Company’s common stockholders on the Consolidated Statements of Operations. The Company’s equity interest in Getty SEA is 50% and the non-controlling stockholder’s interest is 50%. Net Income or Loss from this subsidiary is allocated based upon these ownership interests. This is reflected in the Consolidated Statements of Redeemable Preferred Stock and Stockholders’ Equity (Deficit) as “Noncontrolling interest”. Net Income (Loss) Per Share Attributable to Common Stockholders — Basic net income (loss) per share attributable to common stockholders is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, without consideration of potentially dilutive securities. Net income (loss) available to common stockholders represents net income (loss) attributable to common stockholders adjusted by (i) the Redeemable Preferred Stock dividend (ii) premium on early redemption of the Redeemable Preferred Stock and (iii) the allocation of income or losses to the noncontrolling interest. In periods where the Company recognizes a net loss, such as the year ended December 31, 2022, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since the effect of potentially dilutive securities is anti-dilutive. Diluted net income per share is computed by dividing the net income attributable to common stockholders by the weighted average common shares outstanding and all potential common shares, if they are dilutive. The potentially dilutive effect of options or warrants are computed using the treasury stock method. Securities that potentially have an anti-dilutive effect are excluded from the diluted earnings per share calculation. Foreign Currencies — Assets and liabilities for subsidiaries with functional currencies other than the U.S. dollar are recorded in foreign currencies and translated at the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process are charged or credited to “Other comprehensive income (loss)” (“OCI”), as a separate component of stockholders’ equity (deficit). Transaction gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved are included in “Unrealized Foreign exchange gains (losses) — net” in the Consolidated Statements of Operations. For the years ended December 31, 2023, 2022, and 2021 the Company recognized net foreign currency transaction loss of $23.8 million, net gain of $24.6 million and net gain of $36.4 million, respectively. Derivative Instruments — The Company uses derivative instruments to manage exposures to foreign currency and interest rate risks. The objectives for holding derivatives include reducing or eliminating the economic impact of these exposures. Derivative instruments are recorded as either assets or liabilities and are measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and whether the instrument is designated as a hedge for accounting purposes. For a derivative instrument designated as a cash flow hedge, the effective portion of the derivative’s gain or loss is initially reported as a component of OCI and is subsequently recognized in earnings when the hedged exposure affects earnings. The ineffective portion of the gain or loss is recognized in earnings. For derivative instruments designated as either fair value or cash flow hedges, changes in the time value are excluded from the assessment of hedge effectiveness and are recognized in earnings. Gains and losses from changes in fair values of derivatives that are not designated as hedges for accounting purposes are recognized in “(Loss) gain on fair value adjustment for swaps and foreign currency exchange contract – net” in the Consolidated Statements of Operations. As of December 31, 2023, 2022, and 2021 the Company did not have any derivatives designated as hedging instruments as defined by the derivative instruments and hedging activities accounting guidance. See “ Note 6 — Derivative Instruments ” for further information. 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 Expenses” on the Condensed Consolidated Balance Sheets. See Note 13 — 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, see “ Note 13 — Commitments and Contingencies ”. Cash, Cash Equivalents and Restricted Cash — The following represents the Company’s cash, cash equivalents and restricted cash as of December 31, 2023 and 2022 (in thousands): As of December 31, 2023 2022 Cash and cash equivalents $ 136,623 $ 97,912 Restricted cash 4,227 4,482 Total cash, cash equivalents and restricted cash $ 140,850 $ 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. Fair Value Measurements — The Company records its financial assets and liabilities at fair value. Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of nonperformance risk including the Company’s own credit risk. The three-tier fair value hierarchy prioritizes the inputs used in the valuation methodologies. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Valuations based on unobservable inputs reflecting management’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. Contingent Consideration — The Company records a liability for contingent consideration at the date of a business combination and reassesses the fair value of the liability each period until it is settled. Upon settlement of these liabilities, the portion of the contingent consideration payment that is attributable to the initial amount recorded as part of the business combination will be classified as a cash flow from financing activities and the portion of the settlement that is attributable to subsequent changes in the fair value of the contingent consideration will be classified as a cash flow from operating activities in the Consolidated Statement of Cash Flows. Accounts Receivable — Net — Accounts receivable are trade receivables, net of reserves for allowances for doubtful accounts totaling $6.5 million and $6.5 million as of December 31, 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. Allowance for doubtful accounts changed as follows during the years presented (in thousands): Year Ended December 31, 2023 2022 2021 Beginning of year $ 6,460 $ 5,946 $ 7,773 Provision 2,228 1,465 750 Deductions (2,161) (951) (2,577) End of year $ 6,527 $ 6,460 $ 5,946 Deductions represent balances written off, net of amounts recovered that had previously been written off, and the effect of exchange rate fluctuations. Property and Equipment — Net — Property and equipment are stated at cost, net of accumulated depreciation. Contemporary and archival imagery consists of costs to acquire imagery from third parties and internal and external costs incurred in creating imagery, including identification of marketable subject matter, art direction, digitization, mastering and the assignment of search terms, and other pertinent information to each image. Computer software developed for internal use consists of internal and external costs incurred during the application development stage of software development (except for training costs) and costs of upgrades or enhancements that result in additional software functionality. Costs incurred during the web application, infrastructure, graphics and content development stages of website development are also capitalized and included within computer software developed for internal use. Expenditures that extend the life, increase the capacity or improve the efficiency of property and equipment are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Depreciation is recognized on a straight-line basis over the estimated useful lives of the assets or, for leasehold improvements, over the shorter of the remaining original term of the lease or the estimated life of the related asset. Minority Investment without Readily Determinable Fair Value — The carrying amount of the minority investments, which is included within “Other long-term assets” on the Consolidated Balance Sheets, was $10.0 million and $9.6 million as December 31, 2023 and 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 any of the years end December 31, 2023, 2022 and 2021. The Company purchased a minority investment in another company during the year ended December 31, 2022. The cost of that investment was $2.0 million. The investments are holdings in a privately held companies that are not exchange traded and therefore not supported with observable market prices. The Company periodically evaluates the carrying value of the minority investment, or when events and circumstances indicate that the carrying amount of an asset may not be recovered. As of December 31, 2023, 2022 and 2021, no adjustments to the carrying values of the Company’s long-term investments were identified as a result of this assessment. Changes in performance negatively impacting operating results and cash flows of these investments could result in the Company recording an impairment charge in future periods. Goodwill — The Company evaluates goodwill for impairment annually or more frequently when an event occurs, or circumstances indicate it is more likely than not that the fair value of the reporting unit is below its carrying value. Circumstances that could indicate impairment and require impairment tests more frequently than annually include; significant adverse changes in legal factors or market and economic conditions, a significant decline in the financial results of the Company’s operations, significant changes in strategic plans, adverse actions by regulators, unanticipated changes in competition and market share, or a planned disposition of a significant portion of the business. Management performs the annual goodwill impairment analysis as of October 1 each year. The Company’s 2023, 2022 and 2021 goodwill impairment analyses did not result in an impairment charge. As circumstances change, it is possible that future goodwill impairment analysis could result in goodwill impairments, which would be included in the calculation of income or loss from operations. Identifiable Intangible Assets — Identifiable intangible assets are assets that do not have physical representation but that arise from contractual or other legal rights or are capable of being separated or divided from the Company and sold, transferred, licensed, rented or exchanged. Identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives, unless such life is determined to be indefinite. The remaining useful lives of identifiable intangible assets are reassessed each reporting period to determine whether events and circumstances warrant revisions to the remaining periods of amortization. Potential impairment of identifiable intangible assets with an indefinite useful life are evaluated annually or whenever circumstances indicate that it is more likely than not that the indefinite-lived asset is impaired. Intangible assets with a finite life and long-lived assets are reviewed for impairment whenever an event occurs, or circumstances change that indicate their carrying value may not be recoverable through projected undiscounted cash flows expected to be generated by the asset. If the evaluation of the projected cash flows indicates that the carrying value of the asset is not recoverable, the asset is written down to its fair value. Loans Receivable — Loans are stated at unpaid principal balances less any allowance for loan losses. Interest is recognized over the term of the loan and is calculated using the compound interest method. Management considers a loan impaired when, based on current information or factors, it is probable that the principal and interest payment will not be collected according to the loan agreement. The Company did not recognize any loan impairment charges during the years ended December 31, 2023, 2022 or 2021. Leases —The Company recorded rent expense for the year end December 31, 2021 on a straight-line basis over the term of the related lease. Prior to the adoption of ASU 2016-02, “ Leases (Topic 842)”, as amended (“ASC 842”), the difference between the rent expense recognized and the actual payments made in accordance with the operating lease agreement was recognized as a deferred rent liability on the Company’s Consolidated Balance Sheet. Effective January 1, 2022, the Company adopted ASC 842 using the modified retrospective transition method and elected the package of practical expedients permitted under the transition guidance, which allows a carryforward of the historical lease classification. The Company also elected the hindsight practical expedient to determine the reasonably certain lease term for existing leases. The election of the hindsight practical expedient did not alter the lease terms for any of the existing leases. Upon adoption of this standard on January 1, 2022, the Company recognized a total lease liability in the amount of $61.3 million, representing the present value of the minimum rental payments remaining as of the adoption date, a right-of-use asset in the amount of $53.1 million with offsets to deferred rent of $8.3 million. In accordance with ASC 842, the Company first determines if an arrangement contains a lease and the classification of that lease, if applicable, at inception. This standard requires the recognition of right-of-use (“ROU”) assets and lease liabilities for the Company’s operating leases. For contracts with lease and non-lease components, the Company has elected not to allocate the contract consideration, and to account for the lease and non-lease components as a single lease component. The Company has also elected not to recognize a lease liability or ROU asset for leases with a term of 12 months or less, and recognize lease payments for those short-term leases on a straight-line basis over the lease term in the Consolidated Statements of Operations. Operating leases are included in “Right of use assets”, “Accrued expenses” and “Lease liabilities” (net of current portion) in the Consolidated Balance Sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments under the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The implicit rate within the Company’s leases is generally not determinable and therefore the incremental borrowing rate at the lease commencement date is utilized to determine the present value of lease payments. The determination of the incremental borrowing rate requires judgment. Management determines the incremental borrowing rate for each lease using the Company’s estimated borrowing rate, adjusted for various factors including level of collateralization, term and currency to align with the terms of the lease. The ROU asset also includes any lease prepayments, offset by lease incentives. Certain of the Company’s leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when the Company is reasonably certain that the option will be exercised. An option to terminate is considered unless the Company is reasonably certain the option will not be exercised. The ROU assets are reviewed for impairment with the Company’s long-lived assets. Related-Party Transactions — The Company paid annual management fees to Getty Investments, LLC (“Getty Investments”) in the amount of $0.9 million and $1.5 million for the years ended December 31, 2022 and 2021, respectively. These costs are included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations. Getty Investments was the majority partner in Partnership. With the closing of the Business Combination, the management fee contract was terminated. On June 15, 2016, Getty SEA, a subsidiary of the Company, entered into various agreements with Visual China Group Holding Limited (“VCG”). As part of those agreements, Getty SEA issued $24.0 million in an unsecured note receivable to VCG. This note receivable bears interest at 2.5% per annum with an August 18, 2036 due date. VCG is also a noncontrolling interest stockholder of Getty SEA. As of December 31, 2023, 2022 and 2021 this unsecured note receivable is included in “Other long-term assets” in the Consolidated Balance Sheets. 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 recognizes revenue gross of contributor royalties because the Company is the principal in the transaction as it is the party responsible for the performance obligation and it controls the product or service before transferring it to the customer. The Company also licenses content to customers through third-party delegates worldwide (approximately 3% of total revenues for the years ended December 31, 2023, 2022 and 2021). Delegates sell the Company’s products directly to customers as the principal in those transactions. Accordingly, the Company recognizes revenue net of costs paid to delegates. Delegates typically earn and retain 35% to 50% of the license fee, and the Company recognizes the remaining 65% to 50% as revenue. The Company maintains a credit department that sets and monitors credit policies that establish credit limits and ascertains customer creditworthiness, thus reducing the risk of potential credit loss. Revenue is not recognized unless it is determined that collectability is reasonably assured. Revenue is recorded at invoiced amounts (including discounts and applicable sales taxes) less an allowance for sales returns, which is based on historical information. Customer payments received in advance of revenue recognition are contract liabilities and are recorded as deferred revenue. Customers that do not pay in advance are invoiced and are required to make payments under standard credit terms. The Company recognizes revenue under the core principle to depict the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. In order to achieve that core principle, the Company applies the following five-step approach: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when a performance obligation is satisfied. For digital content licenses, the Company recognizes revenue on both its capped subscription-based, credit-based sales and single image licenses when content is downloaded, at which time the license is provided. In addition, management estimates expected unused licenses for capped subscription-based and credit-based products and recognizes the revenue associated with the unused licenses throughout the subscription or credit period. The estimate of unused licenses is based on historical download activity and future changes in the estimate could impact the timing of revenue recognition of the Company’s subscription products. For uncapped digital content subscriptions, the Company has determined that access to the existing content library and future digital content updates represent two separate performance obligations. As such, a portion of the total contract consideration related to access to the existing content library is recognized as revenue at the commencement of the contract when control of the content library is transferred. The remaining contractual consideration is recognized as revenue ratably over the term of the contract when updated digital content is transferred to the licensee, in line with when the control of the new content is transferred. See “ Note 14 — Revenue ” and “ Note 21 — Segment and Geographic Information ” for additional revenue disclosures. Cost of Revenue — The ownership rights to the majority of the content licensed is retained by the owners, and licensing rights are provided to the Company by a large network of content suppliers. When the Company licenses content entrusted by content suppliers, royalties are paid to them at varying rates depending on the license model and the customers use of that content. Suppliers who choose to work with the Company under contract typically receive royalties between 20% to 50% of the total license fee charged customers. The Company also owns the copyright to certain content in its collections (wholly owned content), including content produced by staff photographers for the Editorial Stills product, for which the Company does not pay any third-party royalties. Cost of revenue also includes costs of assignment photo shoots but excludes depreciation and amortization associated with creating or buying content. Sales Commissions — Internal sales commissions are generally paid in the quarter following invoicing of the commissioned receivable and is reported in “Selling, general and administrative expenses” on the Consolidated Statements of Operations. The Company expenses contract acquisition costs, including internal sales commissions, as incurred, to the extent that the amortization period would otherwise be one year or less. Equity-Based Compensation — Equity-based compensation is accounted for in accordance with authoritative guidance for equity-based payments. This guidance requires equity-based compensation cost to be measured at the grant date based on the fair value of the award and recognized as an expense over the applicable service period, which is the vesting period, net of estimated forfeitures. Compensation expense for equity-based payments that contain service conditions is recorded on a straight-line basis, over the service period of generally four years. Compensation expense for equity-based payments that contain performance conditions is not recorded until it is probable that the performance condition will be achieved. The estimation of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. Actual results and future estimates may differ substantially from current estimates. Common Stock Warrants — The Company assumed 20,700,000 warrants originally issued in CCNB’s initial public offering (the “Public Warrants”) and 18,560,000 warrants issued in a private placement that closed concurrently with CCNB’s initial public offering, (the “Private Placement Warrants”) in the Business Combination. In addition, on the Closing Date, the Company issued 3,750,000 warrants in connection with a Forward Purchase Agreement dated August 4, 2020 (the “Forward Purchase Agreement” and the “Forward Purchase Warrants”). The Public, Private Placement and Forward Purchase Warrants entitled the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share. The Company evaluated the Public, Private Placement and Forward Purchase Warrants (together “the Warrants”) under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity ( |
BUSINESS COMBINATION
BUSINESS COMBINATION | 12 Months Ended |
Dec. 31, 2023 | |
Reverse Recapitalization [Abstract] | |
BUSINESS COMBINATION | BUSINESS COMBINATION As discussed in “ Note 1 – Description of the Business ”, on July 22, 2022, the Company consummated the transactions contemplated by the Business Combination Agreement. At the Closing, and subject to the terms and conditions of the Business Combination Agreement, holders of 153,322,880 shares of Legacy Getty common stock received 196,938,915 shares of the Company’s Class A common stock as consideration in the Business Combination, and the previously outstanding Legacy Getty Redeemable Preferred Stock was retired in full through a combination of a cash payment of approximately $615.0 million and 15,000,000 shares of the Company’s Class A common stock with a fair value at issuance of $140.2 million. Each Legacy Getty Option (whether vested or unvested) to purchase Legacy Getty Common Shares was converted into an option to purchase a number of shares of the Company’s Class A common stock and at an exercise price converted based on the Exchange Ratio, calculated in accordance with the terms of the Business Combination Agreement. In addition to the consideration paid at Closing, during a period to expire 10 years from the Closing Date (the “Earn-Out Period”), within 10 business days after the occurrence of an applicable triggering event, as described below, the Company was required to issue to former equity holders of Legacy Getty an aggregate of up to 59,000,000 shares of the Company’s Class A common stock (the “Earn-Out Shares”), upon the terms and subject to the conditions set forth in the Business Combination Agreement and the other agreements contemplated thereby. The Earn-Out Shares were issuable in three equal tranches if (i) the volume weighted average price of the shares of the Company’s Class A common stock over any 20 trading days within any 30 consecutive trading day period was greater than or equal to $12.50, $15.00 and $17.50, respectively, or (ii) if there was a change of control of the Company prior to the expiration of the Earn-Out Period that would result in the holders of shares of the Company’s Class A common stock receiving a price per share equal to or in excess of $12.50, $15.00 and $17.50, respectively. The Earn-Out Shares were accounted for as equity-classified equity instruments and recorded in additional paid-in capital as part of the Business Combination. Pursuant to a certain letter agreement executed concurrently with the Business Combination Agreement (the “Sponsor Side Letter”), CC Neuberger Principal Holdings II Sponsor, LLC (the “Sponsor”), its independent directors and certain affiliates, agreed to convert, through a series of transactions, 5,140,000 of its CCNB Class B common stock into 2,570,000 Series B-1common stock and 2,570,000 Series B-2 common stock of the Company (the shares of Series B-2 common stock together with the shares of Series B-1 common stock, the “Restricted Sponsor Shares”), which were subject to forfeiture if certain vesting events are not satisfied. The Series B-1 common stock and Series B-2 common stock would vest and convert into shares of Class A common stock if (i) the volume weighted average price of the shares of the Company’s Class A common stock over any 20 trading days within any 30 consecutive trading day period was greater than or equal to $12.50 and $15.00, respectively, or (ii) if there was a change of control of the Company that would result in the holders of shares of the Company’s Class A common stock receiving a price per share equal to or in excess of $12.50 and $15.00, respectively. The Restricted Sponsor Shares are accounted for as equity-classified equity instruments and recorded in additional paid-in capital as part of the Business Combination. Concurrent with the execution of the Business Combination Agreement, CCNB and the Company entered into Subscription Agreements (the “PIPE Subscription Agreements”) with the Sponsor and Getty Investments. Additionally, on December 28, 2021, CCNB and the Company entered into the Permitted Equity Subscription Agreement with Multiply Group (the “Permitted Equity Subscription Agreement”). On July 22, 2022, Getty Investments entered into an additional subscription agreement with the Company (the “Additional Getty Subscription Agreement”). Pursuant to the PIPE Subscription Agreements, the Permitted Equity Subscription Agreement and the Additional Getty Subscription Agreement, on the Closing Date, the Sponsor, Getty Investments and Multiply Group subscribed for and purchased, and CCNB and the Company issued and sold to such investors, an aggregate of 36,000,000 shares of the Company’s Class A common stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $360.0 million (the “PIPE Financing”). On the Closing Date, the Company completed the issuance and sale of 20,000,000 shares of the Company’s Class A common stock and 3,750,000 Forward Purchase Warrants to Neuberger Berman Opportunistic Capital Solutions Master Fund LP (“NBOKS”) for an aggregate purchase price of $200.0 million, in connection with the Forward Purchase Agreement. Refer to “ Note 5 – Common Stock Warrants ” for additional information on the accounting for the Forward Purchase Warrants. Additionally, on the Closing Date, the Company completed the sale of 30,000,000 shares of the Company’s Class A common stock to NBOKS, for a purchase price of $10.00 per share and aggregate purchase price of $300.0 million, pursuant to that certain Backstop Facility Agreement dated November 16, 2020, as amended. Upon the closing of the Business Combination, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 2,006,140,000 shares, $0.0001 par value per share, of which, 2,000,000,000 shares are designated as Class A common stock, 5,140,000 shares are designated as Class B common stock, and 1,000,000 shares are designated as preferred stock. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, CCNB was treated as the “acquired” company and Getty Images is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Getty Images issuing stock for the net assets of CCNB, accompanied by a recapitalization. The net assets of CCNB are stated at historical cost, with no goodwill or other intangible assets recorded. The following table reconciles the elements of the Business Combination to the Consolidated Statement of Cash Flows and the Consolidated Statements of Redeemable Preferred Stock and Stockholders’ Equity (Deficit) for the year ended December 31, 2022 (in thousands): Cash – CCNB trust and cash, net of redemptions $ 4,164 Cash – PIPE Financing 360,000 Cash – Forward Purchase Agreement 200,000 Cash – Backstop Agreement 300,000 Less: Cash paid to redeem Redeemable Preferred Stock (614,996) Less: Transaction costs paid during the year ended December 31, 2022 (106,917) Net cash contributions from the Business Combination and related transactions $ 142,251 Add: Non-cash assets received from CCNB 806 Add: Transaction costs allocated to warrants 4,262 Add: Cash paid to redeem Redeemable Preferred Stock 614,996 Add: Tax effect of change in tax basis due to business combination 6,508 Less: Fair value of Public, Private Placement and Forward Purchase Warrants (72,374) Less: Transaction costs previously paid by Legacy Getty during 2021 or accrued at December 31, 2022 (1,989) Net Business Combination and related transactions, excluding Redeemable Preferred Stock redemption $ 694,460 Add: Fair value of Class A common stock issued to redeem Redeemable Preferred Stock 140,250 Net Business Combination and related transactions, including Redeemable Preferred Stock redemption $ 834,710 The number of shares of common stock issued immediately following the consummation of the Business Combination: Common stock of CCNB, net of redemptions 508,311 CCNB shares held by the Sponsor 25,700,000 Shares issued in the PIPE Financing 36,000,000 Shares issued in the Forward Purchase Agreement 20,000,000 Shares issued in the Backstop Agreement 30,000,000 Total shares issued in Business Combination and related transactions 112,208,311 Shares issued for Getty Images common stock 196,938,915 Shares issued upon redemption of Getty Images Redeemable Preferred Stock 15,000,000 Total shares of common stock immediately following the Business Combination 324,147,226 ___________________________________ CCNB shares held by the Sponsor in the table above include 5,140,000 Restricted Sponsor Shares. |
ACQUISITION
ACQUISITION | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION | ACQUISITION On April 1, 2021, the Company acquired Unsplash Inc. (“Unsplash”) in exchange for $95.4 million in cash plus additional conditional payments (“Contingent Consideration”). The Contingent Consideration payments are based on revenue of Unsplash for (i) the period commencing May 1, 2021 and ending on the earlier of when the trailing 12 month revenues of Unsplash reaches $10.0 million or two years (the “Two-Year Earnout”), and (ii) the period commencing May 1, 2021 and ending on the earlier of when the trailing 12 month revenues of the Unsplash reaches $30.0 million or three years (the “Three-Year Earnout”). The Two-Year Earnout was met and payment of $10.0 million was made during the year ended December 31, 2022. If the Three-Year Earnout is met, the payment will be $10.0 million, plus $1.0 thousand for every $1.0 million in revenues that exceed $30.0 million and $2.5 thousand for every $1.0 million in revenues that exceeds $60.0 million in that trailing 12 month period. To estimate the fair value of the Contingent Consideration, the Company used a variation of an income approach where revenue was simulated in a risk-neutral framework using Geometric Brownian Motion, which is a model of stock price behavior that is used in option pricing models such as the Black-Scholes option pricing model. The real options method extends this model to situations where the asset of interest (revenue in this case) is not priced in the market. The Company determined the acquisition-date fair value of the Contingent Consideration to be $13.2 million, based on the likelihood of paying cash related to the contingent earn-out clauses, as part of the consideration transferred. See “ Note 7 — Fair Value of Financial Instruments ” for subsequent measurements of these contingent liabilities. The components of the fair value of consideration transferred are as follows (in thousands): Cash $ 95,418 Contingent Consideration 13,200 Total fair value of consideration transferred $ 108,618 The transaction was accounted for using the acquisition method and, accordingly, the results of the acquired business have been included in the Company’s results of operations from the acquisition date. In connection with the acquisition, the Company incurred approximately $0.4 million of transaction costs. Unsplash provides a platform for sharing exclusively curated, world-class images, free for use. With more than 102 million image downloads and 20 billion image views per month, Unsplash has become a leading source for visuals on the internet. This acquisition will allow the Company to increase its presence across the full spectrum of the world’s growing creative community. The fair value of consideration transferred in this business combination was allocated to the intangible and tangible assets acquired and liabilities assumed at the acquisition date, with the remaining unallocated amount recorded as goodwill. Goodwill is primarily attributed to assembled workforce of Unsplash and expected synergies from combining operations. Goodwill recognized for this acquisition was allocated to the Company’s one operating segment and is generally not tax deductible. The aggregate purchase price was allocated to the assets acquired and liabilities assumed as follows (in thousands): Assets acquired and liabilities assumed: Fair Value at Cash and cash equivalents $ 6,213 Accounts receivable 1,061 Other current assets 736 Prepaid expenses 118 Property and equipment 1,729 Other long term assets 306 Identifiable intangible assets 23,900 Goodwill 75,782 Total assets acquired $ 109,845 Accounts payable and accrued expenses (128) Deferred income tax liability (1,099) Total liabilities assumed (1,227) Net assets acquired $ 108,618 The identifiable intangible assets, which include contributor content, customer relationships, developed technology, and trade names, have a weighted average life of approximately 6.0 years and are being amortized on a straight-line basis. The fair value of the customer relationships was determined using a variation of the income approach known as the multiple-period excess earnings method. The fair value of the trade names and developed technology were determined using the relief-from-royalty method and the fair value of the contributor content was determined using the cost-to-recreate method. The revenue and operating loss from Unsplash included in the Company’s consolidated statements of operations for the year ended December 31, 2021 was $5.8 million and $1.2 million, respectively. |
COMMON STOCK WARRANTS
COMMON STOCK WARRANTS | 12 Months Ended |
Dec. 31, 2023 | |
Common Stock Warrant Liability [Abstract] | |
COMMON STOCK WARRANTS | COMMON STOCK WARRANTS Public Warrants — As part of CCNB’s initial public offering, 20,700,000 Public Warrants were sold. The Public Warrants entitled the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustments. The Public Warrants were only exercisable for a whole number of shares of Class A common stock. No fractional shares were to be issued upon exercise of the warrants. The Public Warrants were set to expire at 5:00 p.m. New York City time on July 22, 2027, or earlier upon redemption or liquidation. The Public Warrants were listed on the NYSE under the symbol “GETY.WS.” The Company redeemed the Public Warrants at a price of $0.01 per warrant after the sale price of Class A common stock equaled or exceeded $18.00 per share for 20 trading days within a 30-trading day period. The Company had the option to require all holders that wish to exercise the Public Warrants to do so on a cashless basis. Private Placement Warrants — Simultaneously with CCNB’s initial public offering, CCNB consummated a private placement of 18,560,000 Private Placement Warrants with CCNB’s sponsor. Each Private Placement Warrant was exercisable for one share of Class A common stock at a price of $11.50 per share, subject to adjustment. The Private Placement Warrants were identical to the Public Warrants, except that the Private Placement Warrants were non-redeemable so long as they were held by the initial purchasers or such purchasers’ permitted transferees, and the initial purchasers or such purchasers’ permitted transferees had the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants were held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants would be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. In August 2022, all of the Private Placement Warrants were exercised on a cashless basis for 11,555,996 shares of Class A common stock. The fair value of the Private Placement Warrants was remeasured upon the exercise of the warrants, resulting in an non-cash loss of $176.6 million recorded in “Loss on fair value adjustment for warrant liabilities” Consolidated Statements of Operations. Forward Purchase Warrants — Additionally, on the Closing Date, the Company issued 3,750,000 Forward Purchase Warrants in connection with the Forward Purchase Agreement. The Forward Purchase Warrants had the same terms as the Public Warrants. The Company concluded the Public, Private Placement and Forward Purchase Warrants meet the definition of a derivative under ASC 815-40 (as described in “ Note 2 — Summary of Significant Accounting Policies ”) and were recorded as liabilities. Upon consummation of the Business Combination, the fair value of the Public, Private Placement and Forward Purchase Warrants were recorded in the Consolidated Balance Sheet. Transaction costs allocated to the issuance of the Public, Private Placement and Forward Purchase Warrants of $4.3 million were recorded as “Other non-operating (expense) income — net” in the Consolidated Statements of Operations. On September 19, 2022, the Company announced that it had elected to redeem all of the outstanding Public Warrants and Forward Purchase Warrants that remain outstanding at 5:00 p.m. New York City time on October 19, 2022 for $0.01 per warrant. 10,328 Public Warrants were exercised for an aggregate cash payment of $0.1 million. Effective October 19, 2022, the remaining Public Warrants and Forward Purchase Warrants were redeemed for $0.2 million. The fair value of the Public and Forward Purchase Warrants was remeasured upon the exercise and redemption of the warrants, resulting in a non-cash gain of $15.9 million recorded in “Loss on fair value adjustment for warrant liabilities — net” Consolidated Statements of Operations. As of December 31, 2022 and December 31, 2023, there were no outstanding Public, Private Placement or Forward Purchase Warrants. |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS | DERIVATIVE INSTRUMENTS Foreign Currency Risk — Certain assets, liabilities and future operating transactions are exposed to foreign currency exchange rate risk. The Company has utilized derivative financial instruments, namely foreign currency forwards and option contracts, to reduce the impact of foreign currency exchange rate risks where natural hedges do not exist. The Company is exposed to market risk from foreign currency exchange rate fluctuations as a result of foreign currency-denominated revenues and expenses. The Company has entered into certain foreign currency derivative contracts, including foreign currency forward options to manage these risks. These contracts were economic hedges of the Company’s exposures but were not designated as hedges, as defined in the applicable accounting guidance, for financial reporting purposes. The notional amounts outstanding under these contracts as of December 31, 2021 was $15.2 million. These contracts were carried at fair value, as determined by quoted market exchange rates. At December 31, 2023 and 2022 the Company held no foreign currency contracts. The Company recogn ized gain of $0.7 million and $1.7 million for the years ended December 31, 2022 and 2021, respectively. These gains and are recognized in “(Loss) gain on fair value adjustment for swaps and foreign currency exchange contract – net” in the accompanying Consolidated Statements of Operations. Interest Rate Risk — In February 2019, the Company entered into two interest rate swaps to hedge interest rate risk associated with the Company’s debt. One of the swaps had a notional amounts of $175.0 million and the Company paid a fixed rate of 2.5010%. This swap matured during the year ended December 31, 2022. The other swap has a notional amount of $355.0 million and the Company pays a fixed rate of 2.5380%. This swap was still outstanding as of December 31, 2023, and matured in February 2024. Each swap contains an embedded floor option under which the Company receives a rate of 0.0% o r one-month LIBOR, whichever is greater, to match the terms of the Company’s debt. In June 2023 the rate transitioned to the greater of one-month CME Term SOFR or negative 0.1%. Both swaps are considered economic hedges and have not been designated as hedges, as defined in the applicable accounting guidance, for financial reporting purposes. The changes in fair value are recognized in “(Loss) gain on fair value adjustment for swaps and foreign currency exchange contract – net” in the accompanying Consolidated Statements of Operations. For the interest rate swaps, the Company recognized loss of $7.6 million, gain of $22.8 million and gain of $17.6 million on these derivative instruments for the years ended December 31, 2023, 2022 and 2021, respectively. The Company does not hold or issue derivative financial instruments for trading purposes. In general, the Company’s derivative activities do not create foreign currency exchange rate risk because fluctuations in the value of the instruments used for economic hedging purposes are offset by fluctuations in the value of the underlying exposures being hedged. Counterparties to derivative financial instruments expose the Company to credit related losses in the event of nonperformance; however, the Company has entered into these instruments with creditworthy financial institutions and considers the risk of nonperformance to be minimal. The following table summarizes the location and fair value amounts of derivative instruments reported in the Consolidated Balance Sheets (in thousands): As of December 31, 2023 2022 Asset Liability Asset Liability Derivatives not designated as hedging instruments: Interest rate swaps $ 1,459 $ — $ 9,032 $ — Total derivatives $ 1,459 $ — $ 9,032 $ — Short-term derivative assets are included in “ Other current assets |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s disclosable financial instruments as of December 31, 2023 and 2022 consist of cash equivalents, interest rate swaps, debt, and contingent consideration. Assets and liabilities measured at fair value on a recurring basis (cash equivalents, interest rates swaps and common stock warrants) and a nonrecurring basis (debt) are categorized in the tables below based on the levels discussed in “ Note 2 — Summary of Significant Accounting Policies ”. Financial instrument assets recorded at fair value as of December 31 are as follows (in thousands): As of December 31, 2023 Level 1 Level 2 Level 3 Total Money market funds (cash equivalents) $ 57,062 $ — $ — $ 57,062 Derivative assets: Interest rate swaps — 1,459 — 1,459 $ 57,062 $ 1,459 $ — $ 58,521 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. Financial instrument liabilities recorded or disclosed at fair value as of December 31 are as follows (in thousands): As of December 31, 2023 Level 1 Level 2 Level 3 Total Term Loans $ — $ 1,104,237 $ — $ 1,104,237 Senior Notes — 302,250 — 302,250 $ — $ 1,406,487 $ — $ 1,406,487 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 The fair value of the Company’s Term Loans and Senior Notes are based on market quotes provided by a third-party pricing source. See “ Note 12 — Debt ” for additional disclosures on the Term Loans and Senior Notes. 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 and exchange rates. The Company recalculates and validates this fair value using publicly available market inputs using the market approach. Contingent Consideration — As of December 31, 2023 and 2022, the Company had estimated its obligations to transfer Contingent Consideration relating to the acquisition of Unsplash to be zero. The Company recorded acquisition-date fair value of the Contingent Consideration, based on the likelihood of contingent earn-out payments, as part of the consideration transferred. The earn-out payments are remeasured to fair value each reporting date. Changes in the fair value of the Contingent Consideration are recognized within “Other operating expense (income) – net” on the Consolidated Statement of Operations. The fair value of the Contingent Consideration is based on significant inputs not observable in the market, and as such the Company classified the financial liability as Level 3. The fair value of the Contingent Consideration may change significantly as additional data is obtained, impacting the Company’s assumptions regarding probabilities of outcomes used to estimate the fair value of the liabilities. In evaluating this information, considerable judgment is required to interpret the data used to develop the assumptions and estimates. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts, and such changes could materially impact the Company’s results of operations in future periods. The Contingent Consideration payments are based on revenue of Unsplash as outlined in “ Note 4 — Acquisition. ” The Two-Year Earnout was met and a payment of $10.0 million was made during the year ended December 31, 2022. The following table provides quantitative information associated with the fair value measurements of the Company’s Level 3 inputs: Fair Value as of Valuation Unobservable Input Range Contingent Consideration — Probability-adjusted discounted cash flow Probabilities of success —% Years until milestone is expected to be achieved 0.33 years Discount rate 9.94% This Contingent Consideration was valued using an income approach where revenue was simulated in a risk-neutral framework using Geometric Brownian Motion, a model of stock price behavior that is used in option pricing models such as the Black-Scholes option pricing model. The real options method extends this model to situations where the asset of interest (revenue in this case) is not priced in the market. The significant unobservable inputs used in the fair value measurement of the Contingent Consideration forecasts of expected future revenues and the probability of achievement of those forecasts. Increases in the assessed likelihood of a higher payout under a Contingent Consideration arrangement contribute to increases in the fair value of the related liability. Conversely, decreases in the assessed likelihood of a higher payout under a Contingent Consideration arrangement contribute to decreases in the fair value of the related liability. The following table presents changes in the fair value of the Contingent Consideration for the years ended December 31 (in thousands): Year end December 31, 2023 2022 Balance, beginning of period $ — $ 14,039 Payment — (10,000) Change in fair value of Contingent Consideration — (4,039) Balance, end of period $ — $ — Public, Private Placement and Forward Purchase Warrants — When outstanding, the Public Warrants were classified within Level 1 as they were publicly traded and had an observable market price in an active market. The Forward Purchase Warrants, which had identical terms as the Public Warrants, were valued similar to the Public Warrants and were classified within Level 2. The Private Placement Warrants, all of which were exercised on a cashless basis in August 2022, were valued based on a Black-Scholes option pricing model, using assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Private Placement Warrants were collectively classified as a Level 3 measurement within the fair value hierarchy because the valuation model involves the use of unobservable inputs relating to the Company’s estimate of its expected stock volatility, which was developed based on the historical volatility of a publicly traded set of peer companies. Changes in the fair value of the Private Placement Warrant liability related to updated assumptions and estimates are recognized within the Consolidated Statements of Operations as a non-operating expense. The changes in the fair value of the Private Placement Warrant liability resulted from changes in the fair values of the underlying Class A common shares and its associated volatilities. The following table presents the change in the fair value of the Private Placement Warrants for the year ended December 31, 2022 (in thousands): Year end December 31, 2022 Balance, beginning of period $ — Assumed in Business Combination (Note 3) 56,237 Change in fair value 176,616 Exercise (232,853) Balance, end of period $ — |
PROPERTY AND EQUIPMENT - NET
PROPERTY AND EQUIPMENT - NET | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT - NET | PROPERTY AND EQUIPMENT – NET Property and equipment consisted of the following at the reported Balance Sheet dates (in thousands, except years): Estimated December 31, 2023 2022 Contemporary imagery 5 $ 395,063 $ 377,858 Computer hardware purchased 3 2,809 6,783 Computer software developed for internal use 3 161,317 119,516 Leasehold improvements 2–20 8,295 8,361 Furniture, fixtures and studio equipment 5 11,341 10,856 Archival imagery 40 96,090 94,043 Other 3–4 2,406 2,352 Property and equipment 677,321 619,769 Less: accumulated depreciation (497,943) (447,686) Property and equipment, net $ 179,378 $ 172,083 Included in archival imagery as of December 31, 2023 and 2022 was $10.2 million and $10.0 million respectively, of imagery that has an indefinite life and therefore is not amortized. |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | GOODWILL Goodwill was tested for impairment as o f October 1, 2023 and 2022. The Company did not rec ognize a goodwill impairment charge during the year ended December 31, 2023 and 2022. The fair value of the Goodwill was estimated using both market indicators of fair value and the expected present value of future cash flows. As of December 31, 2023 and 2022, the accumulated impairment loss on Goodwill was $525.0 million for both years. Goodwill changed during the years presented as follows (in thousands): Goodwill Accumulated Goodwill – net December 31, 2021 $ 2,028,245 $ (525,000) $ 1,503,245 Effects of fluctuations in foreign currency exchange rates (3,667) — (3,667) December 31, 2022 $ 2,024,578 $ (525,000) $ 1,499,578 Effects of fluctuations in foreign currency exchange rates 2,236 — 2,236 December 31, 2023 $ 2,026,814 $ (525,000) $ 1,501,814 |
IDENTIFIABLE INTANGIBLE ASSETS
IDENTIFIABLE INTANGIBLE ASSETS - NET | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
IDENTIFIABLE INTANGIBLE ASSETS - NET | IDENTIFIABLE INTANGIBLE ASSETS — NET Identifiable intangible assets consisted of the following at December 31 (in thousands, except years): As of December 31, 2023 2022 Range of Gross Accumulated Net Gross Accumulated Net Trade name Indefinite $ 397,495 $ — $ 397,495 $ 389,484 $ — $ 389,484 Trademarks and trade names 5–10 104,109 (104,109) — 104,053 (104,026) 27 Patented and unpatented technology 3–10 111,045 (106,869) 4,176 109,275 (103,419) 5,856 Customer lists, contracts, and relationships 5–11 399,378 (397,244) 2,134 391,454 (367,273) 24,181 Non-compete Covenant 3 900 (900) — 900 (900) — Other identifiable intangible assets 3–13 5,089 (5,089) — 5,059 (5,059) — $ 1,018,016 $ (614,211) $ 403,805 $ 1,000,225 $ (580,677) $ 419,548 The Getty Images and Unsplash trade names were valued using an estimated royalty rate which considered name recognition, licensing practices of the Company and its competitors for similar services, and other relevant qualitative factors. Based on balances at December 31, 2023, the estimated aggregate amortization expense for identifiable intangible assets for the next five years is as follows (in thousands): Fiscal Years Ended 2024 $ 2,106 2025 $ 2,106 2026 $ 818 2027 $ 284 2028 $ 284 |
OTHER ASSETS AND LIABILITIES
OTHER ASSETS AND LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Other Assets And Liabilities [Abstract] | |
OTHER ASSETS AND LIABILITIES | OTHER ASSETS AND LIABILITIES Other Long-Term Assets — Other long-term assets consisted of the following at the reported Balance Sheet dates (in thousands): Year end December 31, 2023 2022 Long term note receivable from a related party $ 24,000 $ 24,000 Minority and other investments 12,454 12,097 Derivative asset — 9,032 Tax receivable — 2,700 Equity method investment 2,852 2,064 Long term deposits 1,526 1,609 Other 430 450 Total other long-term assets $ 41,262 $ 51,952 Accrued Expenses — Accrued expenses at the reported Balance Sheet dates are summarized below (in thousands): Year end December 31, 2023 2022 Accrued compensation and related costs $ 16,933 $ 23,851 Lease liabilities 9,780 10,094 Interest payable 9,942 9,993 Accrued professional fees 6,045 4,334 Other 953 1,055 Total accrued expenses $ 43,653 $ 49,327 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Debt included the following (in thousands): Year end December 31, 2023 2022 Senior Notes $ 300,000 $ 300,000 USD Term Loans 637,000 687,400 EUR Term Loans 463,588 446,996 Less: issuance costs and discounts amortized to interest expense (1,930) (5,549) Long-term debt – net $ 1,398,658 $ 1,428,847 In February of 2019, the Company issued $300.0 million of Senior Unsecured Notes (“Senior Notes”) and entered into a senior secured credit facility (“Credit Facility”) consisting of (i) a $1,040.0 million term loan facility (“USD Term Loans”), (ii) a €450.0 million term loan facility (“EUR Term Loans”) (together with the USD Term Loans the “Term Loans”) and (iii) an $80.0 million revolving credit facility that could be upsized to $110.0 million (“Revolver”). On May 4, 2023, the Company amended the existing 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 facility is also subject to a springing maturity of 180 days inside any earlier maturity of Senior Notes or Term Loans with an aggregate principal amount exceeding $100.0 million. 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 incurred unused commitment fees of $0.4 million during each of the years ended December 31, 2023, 2022 and 2021. The Senior Notes are due March 1, 2027, and bear interest at a rate of 9.750% per annum. Interest on the notes is payable semi-annually on March 1 and September 1 of each year. The Company may redeem the Senior Notes earlier than March 1, 2027, subject to prepayment premiums. The Term Loans mature in 2026. The Company may voluntarily prepay loans or reduce commitments under the Credit Facility without premium or penalty. In August of 2022, the Company utilized proceeds from its Business Combination along with cash on hand to repay $300.0 million of outstanding indebtedness on its USD Term Loans. In accordance with ASC 470-50-40-2 - Debt - Modifications and Extinguishments , the Company recorded a loss on extinguishment of debt of $2.7 million for the year ended December 31, 2022, in the Consolidated Statements of Operations related to this payment. The loss on extinguishment of debt represents the acceleration of amortization of issuance costs and debt discount related to the $300.0 million payment. Under the terms of the Credit Facility, the prepayment of $300.0 million was applied against the quarterly installments of $2.6 million. Accordingly, the remaining balance on the USD Term Loans is due at maturity. The face value of the EUR Term Loans was €419.0 million and €419.0 million as of December 31, 2023 and 2022, respectively, converted using currency exchange rates as of those dates. There is no amortization on the EUR Term Loans. The Credit Facility requires a principal payment with the net cash proceeds of certain events and up to 50% of excess cash flow (subject to reduction based on the achievement of specified net first lien leverage ratios). No excess cash flow principal payment was required for the years ended December 31, 2023 and 2022 based on the net first lien leverage ratio. The obligations under the Credit Facility are secured by a first priority lien on substantially all of the Company’s assets. On 2nd February 2023, we amended our Credit Agreement to replace LIBOR with Adjusted Term SOFR on the USD Term Loans effective from the start of the next interest period thereafter. For the USD Term Loans, the interest rate for base rate loans is 3.50% plus the greater of the prime rate in effect, the NYFRB Rate plus 0.5% or the Adjusted Term SOFR rate for a one-month interest period plus 1%. The interest rate for Term Benchmark loans with respect to the USD Term Loans is the sum of the applicable rate of 4.50%, plus the Adjusted Term SOFR rate. The Adjusted Term SOFR rate is the greater of the Term SOFR rate for the applicable interest period plus 0.10% or 0.00%. The Term SOFR Rate for the applicable interest period, is the is the rate per annum published by the CME Term SOFR Administrator and identified by Administrative Agent as the forward-looking term rate based on SOFR at approximately 5:00 a.m. Chicago time, two U.S. Government Securities Business Days prior to the first day in such interest period. For the EUR Term Loans, the interest rate for loans is the sum of the applicable rate of 5.0%, plus the Adjusted Eurodollar rate. The Eurodollar rate is defined as the greater of the EURIBOR Screen rate per annum for deposits of Euro for the applicable interest period as of approximately 11:00 a.m. Brussels time two business days prior to the first day in such interest period, or 0.0%. The Adjusted Eurodollar rate is defined as the interest rate per annum (rounded upward, if necessary , to the next 1/16 of 1%), equal to the Eurodollar Rate for the interest period multiplied by the Statutory Reserve Rate. The USD Term loans had an average interest rate of 9.55%, 6.00% and 4.63% for the years ended December 31, 2023, 2022 and 2021, respectively. The EUR Term loans had an average interest rate of 8.21%, 5.27% and 5.00% for the years ended December 31, 2023, 2022 and 2021, respectively. Debt issuance costs and discounts related to the Senior Notes and Term Loans are reported in the Consolidated Balance Sheet as a direct deduction from the face amount of the debt. These costs are amortized as a component of “Interest expense” in the Consolidated Statements of Operations utilizing the effective interest method. As of December 31, 2023, the Company was compliant with all debt covenants and obligations. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Commitments — The Company has entered into agreements that represent significant, enforceable and legally binding contractual obligations that are noncancelable without incurring a significant penalty. If a contract is cancelable with a penalty, the amount shown in the table below is the full contractual obligation, not the penalty, as the Company currently intends to fulfill each of these obligations. Liabilities for uncertain tax positions are excluded from this table due to the uncertainty of the timing of the resolution of the underlying tax positions. At December 31, 2023, net uncertain tax positions were $24.8 million. The entire balance as of December 31, 2023 is non-current as the timing of resolution is uncertain and no portion of these liabilities is expected to be cash settled within the next 12 months. Payments under purchase orders, certain sponsorships, donations and other commitments that are not enforceable and legally binding contractual obligations are also excluded from this table, as are payments, guaranteed and contingent, under employment contracts because they do not constitute purchase commitments. The Company leases real estate under operating lease agreements that expire on various dates and does not anticipate any difficulties in renewing those leases that expire within the next several years or in leasing other space or hosting facilities, if required. The Company enters into unconditional purchase obligations related to contracts for cloud-based services, infrastructure and other business services as well as minimum royalty guarantees in connection with certain content licenses. The future minimum payments under debt obligations, non-cancelable operating leases and other purchase obligations are as follows as of December 31, 2023 (in thousands): Years ended December 31, 2024 2025 2026 2027 2028 Thereafter Total USD Term Loans and EUR Term loans: Principal payments $ — $ — $ 1,100,588 $ — $ — $ — $ 1,100,588 Interest payments 1 99,400 83,831 11,121 — — — 194,352 Senior Notes: Principal payments — — — 300,000 — — 300,000 Interest payments 29,250 29,250 29,250 14,625 — — 102,375 Revolver commitment fee 763 681 — — — — 1,444 Operating lease payments on facilities leases 13,486 12,953 7,946 7,010 6,074 16,497 63,966 Minimum royalty guarantee payments to content suppliers 41,577 40,531 23,331 11,198 11,067 8,875 136,579 Technology purchase commitments 8,399 6,165 1,063 — — — 15,627 Other commitments 2,766 514 222 — — — 3,502 Total commitments $ 195,641 $ 173,925 $ 1,173,521 $ 332,833 $ 17,141 $ 25,372 $ 1,918,433 1 These are estimated payments based on interest rate curves valued as of December 31, 2023. Rates used for the EUR Term Loans are 8.3% for 2024, 6.9% for 2025 and 6.8% for 2026. Rates used for the USD Term Loans are 9.3% for 2024, 7.9% for 2025 and 7.6% for 2026. Offsetting operating lease payments will be approximately $5.0 million in r eceipts for subleased facilities each year through 2025, and $1.2 million in 2026. Offsetting the minimum royalty guarantee payments to content suppliers will be approximately $2.0 million in minimum guaranteed receipts from content suppliers for each of the years through 2025. Contingencies — The Company indemnifies certain customers from claims related to alleged infringements of the intellectual property rights of third parties or misappropriation of publicity or personality rights of third parties, such as claims arising from copyright infringement or failure to secure model and property releases for images the Company licenses if such a release is required. The standard terms of these indemnifications require the Company to defend those claims upon notice and pay related damages, if any. The Company typically mitigates this risk by requiring all uses of licenses to be within the scope of the license, securing all necessary model and property releases for imagery for which the Company holds the copyright, and by contractually requiring contributing photographers and other imagery partners to do the same prior to submitting any imagery to the Company and by limiting damages/liability in certain circumstances. Additionally, the Company requires all contributors and image partners, as well as potential acquisition targets to warrant that the content licensed to or purchased by the Company does not and shall not infringe upon or misappropriate the rights of third parties. The Company requires contributing photographers, other imagery partners and sellers of businesses or image collections that Getty Images has purchased to indemnify the Company in certain circumstances where a claim arises in relation to an image they have provided or sold to the Company. Imagery Partners are typically required to carry insurance policies for losses related to such claims and individual contributors are encouraged to carry such policies and the Company itself has insurance policies to cover litigation costs for such claims. The Company will record liabilities for these indemnifications if and when such claims are probable and the range of possible payments and available recourse from imagery partners can be assessed, as applicable. Historically, the exposure to such claims has been immaterial, as were the recorded liabilities for intellectual property infringement at December 31, 2023 or 2022. In the ordinary course of business, the Company enters into certain types of agreements that contingently require the Company to indemnify counterparties against third-party claims. These may include: • agreements with vendors and suppliers, under which the Company may indemnify them against claims arising from Getty Images’ use of their products or services; • agreements with customers other than those licensing images, under which the Company may indemnify them against claims arising from their use of Getty Images’ products or services; • agreements with agents, delegates and distributors, under which the Company may indemnify them against claims arising from their distribution of Getty Images’ products or services; • real estate and equipment leases, under which the Company may indemnify lessors against third-party claims relating to use of their property; • agreements with directors and officers, under which the Company indemnifies them to the full extent allowed by Delaware law against claims relating to their service to Getty Images; • agreements with purchasers of businesses Getty Images has sold, under which Getty Images may indemnify the purchasers against claims arising from the Company’s operation of the businesses prior to sale; and • agreements with initial purchasers and underwriters of the Company’s debt securities, under which Getty Images indemnifies them against claims relating to their participation in the Transactions. The nature and terms of these indemnifications vary from contract to contract, and generally a maximum obligation is not stated. Because management does not believe a material liability is probable, no related liabilities were recorded at December 31, 2023 or 2022. The Company has been named as a defendant in The Company’s Loss on Litigation is comprised of these summary judgment amounts, in addition to interest pre-judgment through December 31, 2023 and associated legal fees through December 31, 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. As of December 31, 2023, the Company had a remaining insurance recovery receivable of $48.6 million. 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 such claims, individually or in aggregate, will not have a material adverse impact on the 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 $19.3 million. 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 $29.2 million. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE The Company distributes its content and services offerings through three primary products: Creative —Creative is comprised of royalty free (“RF”) photos, illustrations, vectors, videos, and generative AI-services, 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 with one of the largest privately held archives globally with access to images to 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): Year Ended December 31, 2023 2022 2021 Creative $ 578,727 $ 585,398 $ 596,917 Editorial 320,643 325,779 306,631 Other 17,185 15,067 15,140 Total Revenue $ 916,555 $ 926,244 $ 918,688 |
REDEEMABLE PREFERRED STOCK
REDEEMABLE PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
REDEEMABLE PREFERRED STOCK. | REDEEMABLE PREFERRED STOCK Under its second amended and restated certificate of incorporation, Legacy Getty was authorized to issue up to 900,000 shares of series A preferred stock (the “Redeemable Preferred Stock”) with a par value of $0.01 per share. In conjunction with the Business Combination discussed in “ Note 3 — Business Combination ”, the previously outstanding Legacy Getty Redeemable Preferred Stock was redeemed in full during the year ended December 31, 2022 through a combination of a cash payment of approximately $615.0 million and 15,000,000 shares of the Company’s Class A common stock with a fair value at issuance of $140.2 million. Dividends declared and issued totaled $43.2 million (38,109 shares) and $71.4 million (70,574 shares) for the years ended December 31, 2022 and 2021, respectively. Redeemable Preferred Stock dividends were included in the Statements of Redeemable Preferred Stock and Stockholders’ Equity (Deficit) as a detriment to common stockholders and a benefit to Redeemable Preferred stockholders. Such dividends are also included as an adjustment to net income (loss) attributable to Getty Images Holdings, Inc. See “ Note 22 — Net Income (Loss) Attributable to Common Stockholders ”. Per the terms of the Redeemable Preferred Stock, the Company elected to early redeem outstanding shares of Redeemable Preferred Stock at a premium. The redemption amount upon the Closing date was equal to (i) the liquidation value multiplied by (ii) the redemption percentage, which was 105%. The Company recognized a $26.7 million increase in the redemption value immediately prior to the Closing. These changes were affected by charges against paid-in capital as the Company was in a retained deficit prior to the Business Combination. |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY (DEFICIT) | STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock — Upon the closing of the Business Combination, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 2,006,140,000 shares, $0.0001 par value per share, of which, 2,000,000,000 shares are designated as Class A common stock, 5,140,000 shares are designated as Class B common stock, and 1,000,000 shares are designated as preferred stock. Each holder of Class A common stock is entitled to one vote for each share on all matters properly submitted to a vote, including the election of directors. Class A Stockholders do not have cumulative voting rights in the election of directors. Accordingly, holders of a majority of the voting shares are able to elect all of the directors. Holders of shares of Class A common stock are entitled to dividends, if any, as may be declared from time-to-time by the Board out of legally available funds. Holders of Class A common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to Class A common stock. Except as otherwise required by law, no holder of Class B common stock is entitled to any voting rights with respect to Class B common stock. If entitled to vote by law, each holder of Class B common stock is entitled to one vote per share. Holders of shares of Class B common stock are entitled to receive dividends, if any, as may be declared from time-to-time by the Board out of legally available funds, contingent upon the occurrence of a conversion into Class A common stock, as discussed below. The holders of shares of Class B common stock shall not be entitled to receive any assets of the Company in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Holders of Class B common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to Class B common stock. In connection with the Business Combination, 2,570,000 shares of Class B common stock were designated as Series B-1 common stock and 2,570,000 shares of Class B common stock were designated Series B-2 common stock. The Series B-1 common stock and Series B-2 common stock would automatically vest and convert into shares of Class A common stock if (i) the volume weighted average price of the shares of the Company’s Class A common stock over any 20 trading days within any 30 consecutive trading day period was greater than or equal to $12.50 and $15.00, respectively, or (ii) if there was a change of control of the Company that would result in the holders of shares of the Company’s Class A common stock receiving a price per share equal to or in excess of $12.50 and $15.00, respectively. In August 2022, the Series B-1 common stock and Series B-2 common stock automatically converted into 5,140,000 shares of Class A common stock. See “ Note 5 — Common Stock Warrants ” for further details. In August 2022, the Earn-Out Shares issued in connection with the Business Combination vested and 58,999,956 shares of Class A common stock were issued. |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY-BASED COMPENSATION | EQUITY-BASED COMPENSATION Equity-based compensation expense is recorded in “Selling, general and administrative expenses” in the Consolidated Statements of Oper ations, net of estimated forfeitures. The Company recognized equity-based compensation - net of estimated forfeitures of $40.6 million, $9.5 million, and $6.4 million for the years ended December 31, 2023, 2022 and 2021, respectively. The Company capitalized $3.0 million and $0.3 million of stock-based compensation expense associated with the cost of developing internal-use software during the year ended December 31, 2023 and 2022, respectively. Prior to the Business Combination, certain employees of the Company were granted equity awards under Legacy Getty’s Amended and Restated 2012 Equity Incentive Plan of the Parent (“Legacy Getty 2012 Plan”). Upon closing of the Business Combination, awards under the Legacy Getty 2012 Plan were converted at the Exchange Ratio, and the Company’s board of directors approved the Getty Images Holdings, Inc. 2022 Equity Incentive Plan (“2022 Plan”). The 2022 Plan provides for the grant of stock options, including incentive stock options and nonqualified stock options, stock appreciation rights, restricted stock, dividend equivalents, restricted stock units (“RSU”), performance stock units (“PSU”), and other stock or cash-based awards. Equity-based awards generally vest over three 7,750,436 are available to be issued as of December 31, 2023. Stock Options — The following tables presents a summary of the Company’s stock option activity for the year ended December 31, 2023 (in thousands except weighted average data and years): Number Weighted Remaining Outstanding — December 31, 2021 1 26,271 $ 3.98 5.87 Retroactive application of recapitalization 7,331 $ (0.87) 0 Outstanding — December 31, 2021, after effect of recapitalization 33,602 $ 3.11 5.87 Granted 978 6.18 Exercised (2,959) 4.36 Pre-vesting forfeitures (1,659) 3.32 Post-vesting cancellations (27) 2.77 Outstanding - December 31, 2022 29,935 3.08 5.85 Granted 2,936 $ 6.49 Exercised (5,017) 3.00 Pre-vesting forfeitures (32) 4.94 Post-vesting cancellations (31) 6.00 Outstanding - December 31, 2023 27,791 3.45 5.12 Exercisable - December 31, 2023 23,845 $ 3.02 4.50 Vested and expected to vest after December 31, 2023 27,775 $ 3.45 5.12 1 Excludes 3,635 non-stock option equity awards that were outstanding under the Legacy Getty 2012 Plan, which were converted to Class A common stock upon closing of the Business Combination. Intrinsic value of stock options is calculated as the excess of market price of the Company’s common stock over the strike price of the stock options, multiplied by the number of stock options. The intrinsic value of the Company’s stock options is as follows (in thousands): December 31, 2023 2022 Stock options outstanding $ 56,534 $ 75,888 Stock options exercisable $ 54,944 $ 68,431 Stock options vested and expected to vest $ 56,502 $ 75,704 The intrinsic value of stock options exercised for the years ended December 31, 2023 and December 31, 2022 was approximately $14.9 million and $14.8 million, respectively. The intrinsic value of stock options exercised in the year ended December 31, 2021 was insignificant. The weighted-average grant-date fair value of stock options, the valuation model used to estimate the fair value, and the assumptions i nput into that model, for awards granted were as follows: Year Ended December 31, 2023 2022 2021 Weighted average grant date fair value per award $ 2.20 $ 3.17 $ 1.19 Valuation model used Black-Scholes Black-Scholes Black-Scholes Expected award price volatility 50 % 50 % 35 % Risk-free rate of return 3.70 % 4.15 % 1.15 % Expected life of awards 5.89 years 5.7 years 6.1 years Expected rate of dividends None None None The stock volatility assumption for award-based compensation is based on historical volatilities of the common stock of several public companies with characteristics similar to those of the Company since the Company’s common stock has only been trading in the public market for a short period of time. The risk-free rate of return represents the implied yield available during the month the award was granted for a U.S. Treasury zero-coupon security issued with a term equal to the expected life of the awards. The expected life is measured from the grant date and is based on the simplified method calculation. As of December 31, 2023 there was $6.6 million of total unrecognized compensation expense related to outstanding stock options, which the Company expects to recognize over a weighted average period of approximately 2.1 years. During the years ended December 31, 2023, 2022 and 2021, the fair value of stock options that vested was $3.8 million, $7.9 million, and $6.7 million, respectively. Restricted Stock Units — The following table presents a summary of RSU activity (in thousands except weighted average data): Number Weighted Average Outstanding — December 31, 2022 4,367 5.58 Granted 3,567 $ 4.80 Vested (2,048) $ 5.55 Cancelled (242) $ 5.08 Outstanding - December 31, 2023 5,644 $ 5.12 As of December 31, 2023, the total unrecognized compensation expense related to RSUs is approximately $24.6 million, which is expected to be recognized over a weighted average period of approximately 2.19 years. Performance Stock Units — The following table presents a summary of PSU activity (in thousands except weighted average data): Number Weighted Average Outstanding — December 31, 2022 — $ — Granted 963 $ 4.76 Vested — $ — Cancelled — $ — Outstanding - December 31, 2023 963 $ 4.76 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 1.90 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 upo n grant. Under the Earn Out Plan, up to 6.0 million shares of Class A common stock are reserved for issuance, of which 1,431,582 shares are available to be issued as of December 31, 2023. Number of Weighted Average awards Grant-Date Fair Value Outstanding — December 31, 2022 — $ — Granted 4,568 $ 4.72 Vested (4,568) $ 4.72 Cancelled — $ — Outstanding — December 31, 2023 — $ — As of December 31, 2023, there is no unrecognized compensation expense related to RSUs granted from the Earn Out Plan, as all RSUs were fully vested upon grant. Employee Stock Purchase Plan |
DEFINED CONTRIBUTION EMPLOYEE B
DEFINED CONTRIBUTION EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
DEFINED CONTRIBUTION EMPLOYEE BENEFIT PLANS | DEFINED CONTRIBUTION EMPLOYEE BENEFIT PLANS The Company sponsors defined contribution retirement plans in which the majority of employees are able to participate. The Company sponsors one defined contribution plan in the U.S., a 401(k) plan, in which all U.S. employees over 18 years of age are auto-enrolled unless they opt-out. The Company matches 100% of participant contributions, up to the first 4% of each participant’s eligible compensation (generally including salary, bonuses and commissions), not to exceed the Internal Revenue Service per person annual limitations. Additionally, the Company sponsors one defined contribution pension plan in the U.K. Employees who contribute a minimum of 3% of their eligible compensation (generally including salary, bonuses, and commissions), generally receive a Company contribution of 5% of eligible compensation. Lastly, the Company also has a group registered retirement savings plan (RRSP) for employees in Canada. The Company matches dollar-for-dollar up to 3% of base salary. Employee contributions are deducted on a pre- tax basis and they may begin participating after 3 months of service. The Company’s contributions to these plans and other defined contribution plans worldwide totaled $7.8 million, $7.4 million and $8.3 million for the years ended December 31, 2023, 2022 and 2021, respectively. These contributions were recorded as “Selling, general and administrative expenses” in the Consolidated Statements of Operations. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES The Company’s leases relate primarily to office facilities that expire on various dates from 2023 through 2033, some of which include one or more options to renew. All of the Company’s leases are classified as operating leases. Operating leases are included in “Right of use assets” in the Consolidated Balance Sheets. Current portion of the lease liabilities are included in “Accrued expenses” and non-current portion of lease liabilities are included in “Lease liabilities” in the Consolidated Balance Sheets. Operating lease costs, including insignificant costs related to short-term leases, were $8.9 million, $10.0 million and $11.8 million for the years ended December 31, 2023, 2022 and 2021, respectively. Additional information related to the Company’s leases as of and for the years ended December 31, 2023 and 2022, are as follows (in thousands, except for the lease term and discount rate): As of December 31, 2023 As of December 31, 2022 Right of use asset $ 41,098 $ 47,231 Lease liabilities, current 9,780 10,094 Lease liabilities, non-current 39,858 46,218 Total lease liabilities $ 49,638 $ 56,312 Weighted average remaining lease term 5.9 years 6.3 years Weighted average discount rate 5.7 % 5.6 % Cash paid for amounts included in lease liabilities $ 13,391 $ 14,150 Right of use asset obtained in exchange for lease obligation upon adoption $ — $ 53,076 Right of use asset obtained in exchange for lease obligations $ 2,591 $ 6,050 Maturities of lease liabilities as of December 31, 2023 were as follows (in thousands): Year ended December 31, 2024 $ 12,377 2025 12,941 2026 7,416 2027 6,289 2028 5,382 Thereafter 14,644 Total undiscounted lease payments 59,049 Less: imputed interest (9,411) Total lease liabilities $ 49,638 Due to hybrid working arrangements, the Company has continued to assess its office needs and subleased several office locations during the year ended December 31, 2023 and 2022. These agreements were considered to be operating leases. The Company has not been legally released from the primary obligations under the original leases and therefore the Company continues to account for the original lease separately. The Company recorded an ROU asset impairment charge of $314 thousand and $2.6 million for the years ended December 31, 2023 and 2022, respectively, which was the amount by which the carrying value of the lease ROU assets exceeded the fair values. Estimates of the fair values are based on the discounted cash flows of estimated net rental income for the office spaces subleased. The ROU asset impairment charge is included in “Other operating (income) expense - net” on the Consolidated Statement of Operations. Rent income from the sublessees is included in the Consolidated Statement of Operations on a straight-line basis as an offset to rent expense associated with the original operating lease included in “Selling, general and administrative expenses” on the Consolidated Statement of Operations. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of (loss) income before income taxes are as follows (in thousands): Year Ended December 31, 2023 2022 2021 United States $ (67,496) $ (95,489) $ 104,984 Foreign 40,591 61,972 31,142 (Loss) income before income taxes $ (26,905) $ (33,517) $ 136,126 The components of income tax expense (benefit) are as follows (in thousands): Year Ended December 31, 2023 2022 2021 Current: United States $ 26,720 $ 20,652 $ 22,321 Foreign 1,823 9,487 (7,756) Total current income tax expense (benefit) 28,543 30,139 14,565 Deferred: United States (15,169) 13,356 4,698 Foreign (59,856) 631 (534) Total deferred income tax expense (benefit) (75,025) 13,987 4,164 Total provision for income tax expense $ (46,482) $ 44,126 $ 18,729 The items accounting for the difference between income taxes computed at the U.S. federal statutory rate and the effective income tax rate are as follows (in thousands): Year Ended December 31, 2023 2022 2021 Federal income tax expense (benefit) at the statutory rate $ (5,651) $ (7,039) $ 28,586 Effect of: State taxes, net of federal benefit (1,736) (3,092) 3,632 Tax impact of foreign earnings and losses 11,524 11,453 (10,171) Stock-based compensation 3,633 2,230 236 Nondeductible net loss on fair value adjustment for warrant liabilities — 34,659 — Valuation allowance (49,425) 12,223 1,532 Tax credits (5,284) (6,852) (5,030) Other, net 457 544 (56) Income tax expense (benefit) $ (46,482) $ 44,126 $ 18,729 Uncertain Tax Positions —The Company follows the provisions of accounting for uncertainty in income taxes. This guidance clarifies the accounting for uncertainty in income taxes recognized in the consolidated financial statements and prescribes a recognition threshold of more likely than not and a measurement attribute on all tax positions taken or expected to be taken in a tax return for their recognition in the financial statements. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Uncertain tax benefits, beginning of year $ 28,967 $ 33,425 $ 47,637 Gross increase to tax positions related to prior years 338 31 121 Gross decrease to tax positions related to prior years (36) (1,109) (413) Gross increase to tax positions related to the current year 2,036 675 2,204 Gross decrease to tax positions related to the current year — — — Settlements (4,636) — — Lapse of statute of limitations (6,514) (4,055) (16,124) Uncertain tax benefits, end of year $ 20,155 $ 28,967 $ 33,425 As of December 31, 2023, the Company had $20.2 million of gross unrecognized tax benefits, of which $19.3 million, if fully recognized, would affect our effective tax rate. The timing of resolution for these liabilities is uncertain. The resolution of these items may result in additional or reduced income tax expense. Possible releases of liabilities due to expirations of statutes of limitations will have the effect of decreasing our income tax expense and the effective tax rate, if and when they occur. Although the timing of resolution and/or closure of tax audits cannot be predicted with certainty, the Company believes it is reasonably possible that approximately $6.9 million of its reserves for uncertain tax positions may be released in the next 12 months. The Company recognizes interest and penalties related to liabilities for uncertain tax positions in income tax expense in the consolidated statements of operations. Interest and penalties were ($3.5) million, ($0.9) million, and ($5.3) million for the years ended December 31, 2023, 2022, and 2021, respectively. The Company has recognized total accrued interest and penalties of approximately $8.9 million, $12.4 million, and $13.3 million as of December 31, 2023, 2022, and 2021, respectively, relating to uncertain tax positions. The Company conducts business globally and, as a result, the Company and its subsidiaries file income tax returns in the U.S., including various states, and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world. The tax years 2017 and forward are open for U.S. federal income tax matters. The tax years 2015 and forward are open for U.S. state income tax matters. With few exceptions, foreign tax filings are open for years 2012 and subsequent years. As of December 31, 2023, the Company is currently undergoing audit examinations for tax years 2015 through 2017 by the New York State Department of Taxation, for tax years 2012 through 2016 by the Canada Revenue Agency, for tax years 2015 through 2021 by the Ireland Tax Appeals Commission, and for tax years 2020 and 2021 by the UK HM Revenue and Customs. Deferred Taxes and Valuation Allowances — The Company follows authoritative guidance for accounting for income taxes, which requires the Company to reduce deferred tax by a valuation allowance if, based on the weight of all available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Based on all available evidence, the Company released a valuation allowance of $65.5 million in Ireland for the year ended December 31, 2023. After consideration of all available evidence for the realizability of U.S. deferred tax assets, the Company provided a valuation allowance of $148.9 million and $126.7 million for the years ended December 31, 2023 and December 31, 2022, respectively. In future periods, the Company will evaluate the positive and negative evidence available at the time in order to support its analysis for a valuation allowance, and as a result the Company may release its valuation allowance in part, or in total, when it becomes more likely than not that the deferred tax assets will be realized. Deferred tax assets, liabilities and valuation allowance are as follows (in thousands): December 31, 2023 2022 Deferred tax assets Income tax attributes $ 242,234 $ 225,831 Accrued liabilities and reserves 18,874 7,109 Operating lease liabilities 9,077 10,969 Prepaid expenses — — Stock-based compensation expense 5,893 6,736 Other 855 1,656 Gross deferred tax assets 276,933 252,301 Less valuation allowance (168,185) (216,745) Total deferred tax assets 108,748 35,556 Deferred tax liabilities Amortization and depreciation (44,932) (43,556) Operating lease assets (7,598) (9,139) Prepaid expenses (3,667) (1,569) Other (4,731) (10,095) Net deferred tax liabilities, net of valuation allowance $ 47,820 $ (28,803) The deferred tax assets at December 31, 2023, with respect to net operating loss carryforwards and expiration periods are as follows (in thousands): Deferred Net Operating United States, expiring between 2024 and 2042 $ 9,421 $ 134,888 Foreign, expiring between 2025 and 2042 21,345 87,079 Foreign, indefinite 54,386 421,200 Total $ 85,152 $ 643,167 The following is information pertaining to U.S. federal tax credits at December 31, 2023, as well as the expiration periods (in thousands): Tax United States, federal tax credit carryforwards: Foreign tax credits, expiring between 2023 and 2033 $ 44,307 Total $ 44,307 The components of our net deferred taxes at the reported balance sheet dates are primarily comprised of amounts relating to net operating loss carryforwards, accrued assets and liabilities, and depreciable and amortizable assets. |
SEGMENT AND GEOGRAPHIC INFORMAT
SEGMENT AND GEOGRAPHIC INFORMATION | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHIC INFORMATION | SEGMENT AND GEOGRAPHIC INFORMATION As of December 31, 2023, 2022 and 2021, the Company identified one operating and reportable segment for purposes of allocating resources and evaluating financial performance. Asset information on a segment basis is not disclosed as this information is not separately identified or internally reported to the Company’s CODM. Geographic Financial Information The following represents the Company’s geographic revenue based on customer location (in thousands): December 31, 2023 2022 2021 Americas $ 515,374 $ 525,775 $ 496,607 Europe, the Middle East, and Africa 298,589 293,673 317,435 Asia-Pacific 102,592 106,796 104,646 Total Revenues $ 916,555 $ 926,244 $ 918,688 Included in Americas is the United States, which comprises approx imately 51.2%, 51.7% and 48.9% of total revenue for the years ended December 31, 2023, 2022 and 2021, respectively. Included in Europe, the Middle East, and Africa is the United Kingdom, which accounts for approximately 11.1%, 10.4% and 11.5% of total revenue for the years ended December 31, 2023, 2022 and 2021, respectively. No other country accounts for more than 10% of the Company’s revenue in any period presented. The Company’s long-lived tangible assets were located as follows (in thousands): December 31, 2023 2022 Americas $ 89,728 $ 87,819 Europe, the Middle East, and Africa 89,164 83,928 Asia-Pacific 487 336 Total long-lived tangible assets $ 179,379 $ 172,083 Included in Americas is the United States, which comprises 45.2% and 47.0% of total long-lived tangible assets as of December 31, 2023 and 2022, respectively. Included in Europe, the Middle East, and Africa is Ireland, which comprises 42.8% and 41.7% of total long-lived tangible assets as of December 31, 2023 and 2022, respectively. |
NET INCOME (LOSS) PER SHARE ATT
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS The following table sets forth the computation of basic and diluted (loss) income per share of Class A common stock (amounts in thousands, except share and per share amounts): Year end December 31, 2023 2022 2021 NET INCOME (LOSS) $ 19,577 $ (77,643) $ 117,397 Less: Net income (loss) attributable to noncontrolling interest 238 (89) 329 Premium on early redemption of Redeemable Preferred Stock — 26,678 — Redeemable Preferred Stock dividend — 43,218 71,393 NET INCOME (LOSS) ATTRIBUTABLE TO GETTY IMAGES HOLDINGS, INC. - Basic $ 19,339 $ (147,450) $ 45,675 Weighted-average Class A common stock outstanding: Basic 399,037,805 276,942,660 196,084,650 Effect of dilutive securities 12,457,220 — 5,422,705 Diluted 411,495,025 276,942,660 201,507,355 Net income (loss) per share of Class A common stock attributable to Getty Images Holdings, Inc. common stockholders: Basic $ 0.05 $ (0.53) $ 0.23 Diluted $ 0.05 $ (0.53) $ 0.23 The following are excluded from the computation of diluted net income per share of Class A common stock as their effect would have been anti-dilutive: December 31, 2023 2022 2021 Common stock options 4,424,674 29,934,987 13,826,565 Restricted stock units 2,335,684 4,367,413 — 6,760,358 34,302,400 13,826,565 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 shares | Dec. 31, 2023 shares | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | During the fiscal quarter ended December 31, 2023, certain of our directors and officers (as defined in Section 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted or terminated trading arrangements intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Information regarding these Rule 10b5-1 trading arrangements is presented in the table below. There were no “non-Rule 10b5-1 trading arrangements” (as defined in Item 408(a) of Regulation S-K) adopted or terminated by any director or officer during the fiscal quarter ended December 31, 2023. The trading arrangements described below were entered into during an open insider trading window and were in compliance with our insider trading policies and procedures. Actual sale transactions will be disclosed publicly in filings with the SEC in accordance with applicable securities laws, rules, and regulations. Trading Arrangement Name and Title Action Date Adopted/ Terminated Rule 10b5-1 Total Shares to be Sold Expiration Date 2 Chinh Chu 1 , Director Terminate 11/28/2023 X 16,333,198 08/01/2024 Chinh Chu 1 , Director Adopt 11/28/2023 X 16,333,198 11/01/2024 Mikael Cho, Senior Vice President, CEO - Unsplash Adopt 11/21/2023 X 108,987 10/24/2024 Kjelti Kellough, Senior Vice President, Secretary and General Counsel Adopt 11/16/2023 X 300,000 10/24/2024 Jennifer Leyden, Senior Vice President, Chief Financial Officer Adopt 11/16/2023 X 35,493 6/21/2024 Kenneth Mainardis, Senior Vice President, Global Content Adopt 11/22/2023 X 1,095,845 10/24/2024 Peter Orlowsky, Senior Vice President, Strategic Development Adopt 11/27/2023 X 158,061 10/24/2024 Michael Teaster, Senior Vice President, Chief of Staff Adopt 12/14/2023 X 185,000 10/24/2024 1 Chinh Chu is a current member of the Company’s Board. Mr. Chu currently holds his Getty Images’ securities through CC Capital SP, LP (“ CC Capital ”). Mr. Chu controls the investment decisions and voting powers of CC Capital. The 10b5-1 plan was entered into by CC Capital. 2 Each plan terminates on the earlier of: (i) the expiration date listed in the table above, (ii) the first date on which all trades set forth in the plan have been executed, or (iii) such date the plan is otherwise terminated according to its terms. | |
Non-Rule 10b5-1 Arrangement Adopted | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Chinh Chu [Member] | ||
Trading Arrangements, by Individual | ||
Name | Chinh Chu | |
Title | Director | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | 11/28/2023 | |
Rule 10b5-1 Arrangement Terminated | true | |
Termination Date | 11/28/2023 | |
Arrangement Duration | 339 days | |
Aggregate Available | 16,333,198 | 16,333,198 |
Mikael Cho [Member] | ||
Trading Arrangements, by Individual | ||
Name | Mikael Cho | |
Title | Senior Vice President, CEO | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | 11/21/2023 | |
Arrangement Duration | 338 days | |
Aggregate Available | 108,987 | 108,987 |
Kjelti Kellough [Member] | ||
Trading Arrangements, by Individual | ||
Name | Kjelti Kellough | |
Title | Senior Vice President, Secretary and General Counsel | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | 11/16/2023 | |
Arrangement Duration | 343 days | |
Aggregate Available | 300,000 | 300,000 |
Jennifer Leyden [Member] | ||
Trading Arrangements, by Individual | ||
Name | Jennifer Leyden | |
Title | Senior Vice President, Chief Financial Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | 11/16/2023 | |
Arrangement Duration | 218 days | |
Aggregate Available | 35,493 | 35,493 |
Kenneth Mainardis [Member] | ||
Trading Arrangements, by Individual | ||
Name | Kenneth Mainardis | |
Title | Senior Vice President, Global Content | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | 11/22/2023 | |
Arrangement Duration | 337 days | |
Aggregate Available | 1,095,845 | 1,095,845 |
Peter Orlowsky [Member] | ||
Trading Arrangements, by Individual | ||
Name | Peter Orlowsky | |
Title | Senior Vice President, Strategic Development | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | 11/27/2023 | |
Arrangement Duration | 332 days | |
Aggregate Available | 158,061 | 158,061 |
Michael Teaster [Member] | ||
Trading Arrangements, by Individual | ||
Name | Michael Teaster | |
Title | Senior Vice President, Chief of Staff | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | 12/14/2023 | |
Arrangement Duration | 315 days | |
Aggregate Available | 185,000 | 185,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Accounting Principles and Basis of Presentation | Accounting Principles — The Company’s accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Basis of Presentation — 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. For accounting purposes, the Business Combination was treated as the equivalent of Legacy Getty issuing stock for the net assets of CCNB, accompanied by a recapitalization. The net assets of CCNB are stated at historical cost, with no goodwill or other intangible assets recorded. Legacy Getty was determined to be the accounting acquirer based on the following predominant factors: • Legacy Getty stockholders have the greatest voting interest in the Company with approximately 72% of the voting interest; • Legacy Getty stockholders have the ability to nominate a majority of the initial members of the Company’s Board of Directors; • Legacy Getty senior management is the senior management of the Company; and • Legacy Getty was the larger entity based on historical operating activity and had the larger employee base. The consolidated assets, liabilities and results of operations prior to the Business Combination are those of Legacy Getty. The shares and corresponding capital amounts and earnings per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the exchange ratio of 1.27905 (the “Exchange Ratio”) established in the Business Combination. |
Estimates and Assumptions | Estimates and Assumptions — The preparation of the 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 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 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. |
Reclassifications | Reclassifications |
Principles of Consolidation | Principles of Consolidation — The consolidated financial statements and notes thereto include the accounts of Getty Images Holdings, Inc and its subsidiaries. Equity investments in which the Company exercises significant influence, but does not control and is not the primary beneficiary of, are accounted for using the equity method. Significant accounts and transactions between consolidated entities have been eliminated. Intercompany transactions and balances have been eliminated in consolidation. |
Noncontrolling Interest | Noncontrolling Interest — The Company’s noncontrolling interest represents the minority stockholder’s ownership interest related to the Company’s subsidiary, Getty Images SEA Holdings Co., Limited (“Getty SEA”). The Company reports its non-controlling interest in subsidiary as a separate component of stockholders’ equity (deficit) in the Consolidated Balance Sheets and reports both net income (loss) attributable to the non-controlling interest and net income (loss) attributable to the Company’s common stockholders on the Consolidated Statements of Operations. The Company’s equity interest in Getty SEA is 50% and the non-controlling stockholder’s interest is 50%. Net Income or Loss from this subsidiary is allocated based upon these ownership interests. This is reflected in the Consolidated Statements of Redeemable Preferred Stock and Stockholders’ Equity (Deficit) as “Noncontrolling interest”. |
Net Income (Loss) Per Share Attributable to Common Stockholder | Net Income (Loss) Per Share Attributable to Common Stockholders — Basic net income (loss) per share attributable to common stockholders is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, without consideration of potentially dilutive securities. Net income (loss) available to common stockholders represents net income (loss) attributable to common stockholders adjusted by (i) the Redeemable Preferred Stock dividend (ii) premium on early redemption of the Redeemable Preferred Stock and (iii) the allocation of income or losses to the noncontrolling interest. In periods where the Company recognizes a net loss, such as the year ended December 31, 2022, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since the effect of potentially dilutive securities is anti-dilutive. Diluted net income per share is computed by dividing the net income attributable to common stockholders by the weighted average common shares outstanding and all potential common shares, if they are dilutive. The potentially dilutive effect of options or warrants are computed using the treasury stock method. Securities that potentially have an anti-dilutive effect are excluded from the diluted earnings per share calculation. |
Foreign Currencies | Foreign Currencies — Assets and liabilities for subsidiaries with functional currencies other than the U.S. dollar are recorded in foreign currencies and translated at the exchange rate on the balance sheet date. Revenue and expenses are |
Derivative Instruments | Derivative Instruments |
Litigation Reserves | Litigation Reserves |
Recoveries of Losses on Litigation | Recoveries of Losses on Litigation |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash — The following represents the Company’s cash, cash equivalents and restricted cash as of December 31, 2023 and 2022 (in thousands): As of December 31, 2023 2022 Cash and cash equivalents $ 136,623 $ 97,912 Restricted cash 4,227 4,482 Total cash, cash equivalents and restricted cash $ 140,850 $ 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. |
Fair Value Measurements | Fair Value Measurements — The Company records its financial assets and liabilities at fair value. Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of nonperformance risk including the Company’s own credit risk. The three-tier fair value hierarchy prioritizes the inputs used in the valuation methodologies. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Valuations based on unobservable inputs reflecting management’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. |
Contingent Consideration | Contingent Consideration — The Company records a liability for contingent consideration at the date of a business combination and reassesses the fair value of the liability each period until it is settled. Upon settlement of these liabilities, the portion of the contingent consideration payment that is attributable to the initial amount recorded as part of the business combination will be classified as a cash flow from financing activities and the portion of the settlement that is attributable to subsequent changes in the fair value of the contingent consideration will be classified as a cash flow from operating activities in the Consolidated Statement of Cash Flows. |
Accounts Receivable-Net | Accounts Receivable — Net — Accounts receivable are trade receivables, net of reserves for allowances for doubtful accounts totaling $6.5 million and $6.5 million as of December 31, 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. Allowance for doubtful accounts changed as follows during the years presented (in thousands): Year Ended December 31, 2023 2022 2021 Beginning of year $ 6,460 $ 5,946 $ 7,773 Provision 2,228 1,465 750 Deductions (2,161) (951) (2,577) End of year $ 6,527 $ 6,460 $ 5,946 Deductions represent balances written off, net of amounts recovered that had previously been written off, and the effect of exchange rate fluctuations. |
Property and Equipment-Net | Property and Equipment — Net — Property and equipment are stated at cost, net of accumulated depreciation. Contemporary and archival imagery consists of costs to acquire imagery from third parties and internal and external costs incurred in creating imagery, including identification of marketable subject matter, art direction, digitization, mastering and the assignment of search terms, and other pertinent information to each image. Computer software developed for internal use consists of internal and external costs incurred during the application development stage of software development (except for training costs) and costs of upgrades or enhancements that result in additional software functionality. Costs incurred during the web application, infrastructure, graphics and content development stages of website development are also capitalized and included within computer software developed for internal use. Expenditures that extend the life, increase the capacity or improve the efficiency of property and equipment are capitalized, while expenditures for repairs and maintenance are expensed as incurred. |
Minority Investment without Readily Determinable Fair Value | Minority Investment without Readily Determinable Fair Value — The carrying amount of the minority investments, which is included within “Other long-term assets” on the Consolidated Balance Sheets, was $10.0 million and $9.6 million as December 31, 2023 and 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 any of the years end December 31, 2023, 2022 and 2021. The Company purchased a minority investment in another company during the year ended December 31, 2022. The cost of that investment was $2.0 million. The investments are holdings in a privately held companies that are not exchange traded and therefore not supported with observable market prices. The Company periodically evaluates the carrying value of the minority investment, or when events and circumstances indicate that the carrying amount of an asset may not be recovered. As of December 31, 2023, 2022 and 2021, no adjustments to the carrying values of the Company’s long-term investments were identified as a result of this assessment. Changes in performance negatively impacting operating results and cash flows of these investments could result in the Company recording an impairment charge in future periods. |
Goodwill | Goodwill — The Company evaluates goodwill for impairment annually or more frequently when an event occurs, or circumstances indicate it is more likely than not that the fair value of the reporting unit is below its carrying value. Circumstances that could indicate impairment and require impairment tests more frequently than annually include; significant adverse changes in legal factors or market and economic conditions, a significant decline in the financial results of the Company’s operations, significant changes in strategic plans, adverse actions by regulators, unanticipated changes in competition and market share, or a planned disposition of a significant portion of the business. Management performs the annual goodwill impairment analysis as of October 1 each year. The Company’s 2023, 2022 and 2021 goodwill impairment analyses did not result in an impairment charge. As circumstances change, it is possible that future goodwill impairment analysis could result in goodwill impairments, which would be included in the calculation of income or loss from operations. |
Identifiable Intangible Assets | Identifiable Intangible Assets — Identifiable intangible assets are assets that do not have physical representation but that arise from contractual or other legal rights or are capable of being separated or divided from the Company and sold, transferred, licensed, rented or exchanged. Identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives, unless such life is determined to be indefinite. The remaining useful lives of identifiable intangible assets are reassessed each reporting period to determine whether events and circumstances warrant revisions to the remaining periods of amortization. Potential impairment of identifiable intangible assets with an indefinite useful life are evaluated annually or whenever circumstances indicate that it is more likely than not that the indefinite-lived asset is impaired. Intangible assets with a finite life and long-lived assets are reviewed for impairment whenever an event occurs, or circumstances change that indicate their carrying value may not be recoverable through projected undiscounted cash flows expected to be generated by the asset. If the evaluation of the projected cash flows indicates that the carrying value of the asset is not recoverable, the asset is written down to its fair value. |
Loans Receivable | Loans Receivable |
Leases | Leases —The Company recorded rent expense for the year end December 31, 2021 on a straight-line basis over the term of the related lease. Prior to the adoption of ASU 2016-02, “ Leases (Topic 842)”, as amended (“ASC 842”), the difference between the rent expense recognized and the actual payments made in accordance with the operating lease agreement was recognized as a deferred rent liability on the Company’s Consolidated Balance Sheet. Effective January 1, 2022, the Company adopted ASC 842 using the modified retrospective transition method and elected the package of practical expedients permitted under the transition guidance, which allows a carryforward of the historical lease classification. The Company also elected the hindsight practical expedient to determine the reasonably certain lease term for existing leases. The election of the hindsight practical expedient did not alter the lease terms for any of the existing leases. Upon adoption of this standard on January 1, 2022, the Company recognized a total lease liability in the amount of $61.3 million, representing the present value of the minimum rental payments remaining as of the adoption date, a right-of-use asset in the amount of $53.1 million with offsets to deferred rent of $8.3 million. In accordance with ASC 842, the Company first determines if an arrangement contains a lease and the classification of that lease, if applicable, at inception. This standard requires the recognition of right-of-use (“ROU”) assets and lease liabilities for the Company’s operating leases. For contracts with lease and non-lease components, the Company has elected not to allocate the contract consideration, and to account for the lease and non-lease components as a single lease component. The Company has also elected not to recognize a lease liability or ROU asset for leases with a term of 12 months or less, and recognize lease payments for those short-term leases on a straight-line basis over the lease term in the Consolidated Statements of Operations. Operating leases are included in “Right of use assets”, “Accrued expenses” and “Lease liabilities” (net of current portion) in the Consolidated Balance Sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments under the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The implicit rate within the Company’s leases is generally not determinable and therefore the incremental borrowing rate at the lease commencement date is utilized to determine the present value of lease payments. The determination of the incremental borrowing rate requires judgment. Management determines the incremental borrowing rate for each lease using the Company’s estimated borrowing rate, adjusted for various factors including level of collateralization, term and currency to align with the terms of the lease. The ROU asset also includes any lease prepayments, offset by lease incentives. Certain of the Company’s leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when the Company is reasonably certain that the option will be exercised. An option to terminate is considered unless the Company is reasonably certain the option will not be exercised. The ROU assets are reviewed for impairment with the Company’s long-lived assets. |
Related-Party Transactions | Related-Party Transactions — The Company paid annual management fees to Getty Investments, LLC (“Getty Investments”) in the amount of $0.9 million and $1.5 million for the years ended December 31, 2022 and 2021, respectively. These costs are included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations. Getty Investments was the majority partner in Partnership. With the closing of the Business Combination, the management fee contract was terminated. On June 15, 2016, Getty SEA, a subsidiary of the Company, entered into various agreements with Visual China Group Holding Limited (“VCG”). As part of those agreements, Getty SEA issued $24.0 million in an unsecured note receivable to VCG. This note receivable bears interest at 2.5% per annum with an August 18, 2036 due date. VCG is also a noncontrolling interest stockholder of Getty SEA. As of December 31, 2023, 2022 and 2021 this unsecured note receivable is included in “Other long-term assets” in the Consolidated Balance Sheets. |
Revenue Recognition | 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 recognizes revenue gross of contributor royalties because the Company is the principal in the transaction as it is the party responsible for the performance obligation and it controls the product or service before transferring it to the customer. The Company also licenses content to customers through third-party delegates worldwide (approximately 3% of total revenues for the years ended December 31, 2023, 2022 and 2021). Delegates sell the Company’s products directly to customers as the principal in those transactions. Accordingly, the Company recognizes revenue net of costs paid to delegates. Delegates typically earn and retain 35% to 50% of the license fee, and the Company recognizes the remaining 65% to 50% as revenue. The Company maintains a credit department that sets and monitors credit policies that establish credit limits and ascertains customer creditworthiness, thus reducing the risk of potential credit loss. Revenue is not recognized unless it is determined that collectability is reasonably assured. Revenue is recorded at invoiced amounts (including discounts and applicable sales taxes) less an allowance for sales returns, which is based on historical information. Customer payments received in advance of revenue recognition are contract liabilities and are recorded as deferred revenue. Customers that do not pay in advance are invoiced and are required to make payments under standard credit terms. The Company recognizes revenue under the core principle to depict the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. In order to achieve that core principle, the Company applies the following five-step approach: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when a performance obligation is satisfied. For digital content licenses, the Company recognizes revenue on both its capped subscription-based, credit-based sales and single image licenses when content is downloaded, at which time the license is provided. In addition, management estimates expected unused licenses for capped subscription-based and credit-based products and recognizes the revenue associated with the unused licenses throughout the subscription or credit period. The estimate of unused licenses is based on historical download activity and future changes in the estimate could impact the timing of revenue recognition of the Company’s subscription products. For uncapped digital content subscriptions, the Company has determined that access to the existing content library and future digital content updates represent two separate performance obligations. As such, a portion of the total contract consideration related to access to the existing content library is recognized as revenue at the commencement of the contract when control of the content library is transferred. The remaining contractual consideration is recognized as revenue ratably over the term of the contract when updated digital content is transferred to the licensee, in line with when the control of the new content is transferred. |
Cost of Revenue | Cost of Revenue — The ownership rights to the majority of the content licensed is retained by the owners, and licensing rights are provided to the Company by a large network of content suppliers. When the Company licenses content entrusted by content suppliers, royalties are paid to them at varying rates depending on the license model and the customers use of that content. Suppliers who choose to work with the Company under contract typically receive royalties between 20% to 50% of the total license fee charged customers. The Company also owns the copyright to certain content in its collections (wholly owned content), including content produced by staff photographers for the Editorial Stills product, for which the Company does not pay any third-party royalties. Cost of revenue also includes costs of assignment photo shoots but excludes depreciation and amortization associated with creating or buying content. |
Sales Commissions | Sales Commissions — Internal sales commissions are generally paid in the quarter following invoicing of the commissioned receivable and is reported in “Selling, general and administrative expenses” on the Consolidated Statements of Operations. The Company expenses contract acquisition costs, including internal sales commissions, as incurred, to the extent that the amortization period would otherwise be one year or less. |
Equity-Based Compensation | Equity-Based Compensation — Equity-based compensation is accounted for in accordance with authoritative guidance for equity-based payments. This guidance requires equity-based compensation cost to be measured at the grant date based on the fair value of the award and recognized as an expense over the applicable service period, which is the vesting period, net of estimated forfeitures. Compensation expense for equity-based payments that contain service conditions is recorded on a straight-line basis, over the service period of generally four years. Compensation expense for equity-based payments that contain performance conditions is not recorded until it is probable that the performance condition will be achieved. The estimation of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. Actual results and future estimates may differ substantially from current estimates. |
Common Stock Warrants | Common Stock Warrants — The Company assumed 20,700,000 warrants originally issued in CCNB’s initial public offering (the “Public Warrants”) and 18,560,000 warrants issued in a private placement that closed concurrently with CCNB’s initial public offering, (the “Private Placement Warrants”) in the Business Combination. In addition, on the Closing Date, the Company issued 3,750,000 warrants in connection with a Forward Purchase Agreement dated August 4, 2020 (the “Forward Purchase Agreement” and the “Forward Purchase Warrants”). The Public, Private Placement and Forward Purchase Warrants entitled the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share. The Company evaluated the Public, Private Placement and Forward Purchase Warrants (together “the Warrants”) under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity (“ASC 815-40”), and concluded they did not meet the criteria to be indexed to the Company’s own stock as certain provisions of the warrant agreement could change the settlement amount of these warrants based on variables that would not be considered inputs to the valuation model for a fixed-for-fixed equity instrument. Since the Warrants met the definition of a derivative under ASC 815-40, the Company recorded these Warrants as liabilities in the Consolidated Balance Sheets at fair value, with subsequent changes in their respective fair values recognized in the “Loss on fair value adjustment for warrant liabilities — net” within the Consolidated Statements of Operations at each reporting date. |
Advertising and Marketing | Advertising and Marketing — |
Income Taxes | Income Taxes |
Segments | Segments — The Company has determined that it operates and manages one operating segment, which is the business of developing and commercializing visual content. The Company’s chief operating decision maker (the “CODM”), its chief executive officer, reviews financial information on an aggregate basis for the purpose of allocating resources and making operating decisions. |
Concentration of Credit Risk | Concentration of Credit Risk — Financial instruments that are exposed to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable balances. Cash and cash equivalents are held with financial institutions of high quality. Balances may exceed the amount of insurance provided on such deposits. Concentration of credit risk with respect to trade receivables is limited due to the large number of customers and their dispersion across many geographic areas. No single customer represented 10% or more of the Company’s total revenue or accounts receivable in any of the years presented. |
Recently Adopted Accounting Standard Updates | Recently Adopted Accounting Standard Updates — In December 2019, the FASB issued ASU 2019-12, “ Simplifying the Accounting for Income Taxes (Topic 740)” (“ASU 2019-12”), which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The Company adopted ASU 2019-12, effective January 1, 2022. The adoption of this standard did not have a material impact on the consolidated financial statements. In June 2016, the FASB issued ASU 2016-13 (Topic 326), “ Financial Instruments — Credit Losses ” (“ASU 2016-13”). ASU 2016-13 changes how to recognize expected credit losses on financial assets. The standard requires an entity to replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects current expected credit losses, requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates and provides additional transparency about credit risk. The effective date of ASU 2016-13 for the Company is beginning with fiscal years after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of this standard did not have a material impact on the consolidated financial statements. Recently Issued Accounting Standard Updates — In November 2023, the Financial Accounting Standards Board ("FASB") issued new guidance that modifies the disclosure and presentation requirements of reportable segments. The new guidance requires the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment profit and loss. In addition, the new guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment, and contains other disclosure requirements. The update is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is in the process of evaluating the impact of adopting this new guidance on the consolidated financial statement disclosures. In December 2023, the FASB issued new guidance to amend and improve the existing income tax disclosure requirements. Under the new guidance, public business entities are required to disclose more details to the effective tax rate reconciliation and income taxes paid. The new guidance is effective for public business entities for annual periods beginning after December 15, 2024. The Company is in the process of evaluating the impact of adopting this new guidance on the consolidated financial statement disclosures. |
Subsequent Events | Subsequent Events — The Company evaluated subsequent events and transactions for potential recognition or disclosure in the consolidated financial statements through March 15, 2024. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | The following represents the Company’s cash, cash equivalents and restricted cash as of December 31, 2023 and 2022 (in thousands): As of December 31, 2023 2022 Cash and cash equivalents $ 136,623 $ 97,912 Restricted cash 4,227 4,482 Total cash, cash equivalents and restricted cash $ 140,850 $ 102,394 |
Restrictions on Cash and Cash Equivalents | The following represents the Company’s cash, cash equivalents and restricted cash as of December 31, 2023 and 2022 (in thousands): As of December 31, 2023 2022 Cash and cash equivalents $ 136,623 $ 97,912 Restricted cash 4,227 4,482 Total cash, cash equivalents and restricted cash $ 140,850 $ 102,394 |
Allowance for Doubtful Accounts | Allowance for doubtful accounts changed as follows during the years presented (in thousands): Year Ended December 31, 2023 2022 2021 Beginning of year $ 6,460 $ 5,946 $ 7,773 Provision 2,228 1,465 750 Deductions (2,161) (951) (2,577) End of year $ 6,527 $ 6,460 $ 5,946 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Reverse Recapitalization [Abstract] | |
Reconciliation of Elements of the Business Combination to the Consolidated Statement of Cash Flows and the Consolidated Statements of Redeemable Preferred Stock and Stockholders' Equity (Deficit) | The following table reconciles the elements of the Business Combination to the Consolidated Statement of Cash Flows and the Consolidated Statements of Redeemable Preferred Stock and Stockholders’ Equity (Deficit) for the year ended December 31, 2022 (in thousands): Cash – CCNB trust and cash, net of redemptions $ 4,164 Cash – PIPE Financing 360,000 Cash – Forward Purchase Agreement 200,000 Cash – Backstop Agreement 300,000 Less: Cash paid to redeem Redeemable Preferred Stock (614,996) Less: Transaction costs paid during the year ended December 31, 2022 (106,917) Net cash contributions from the Business Combination and related transactions $ 142,251 Add: Non-cash assets received from CCNB 806 Add: Transaction costs allocated to warrants 4,262 Add: Cash paid to redeem Redeemable Preferred Stock 614,996 Add: Tax effect of change in tax basis due to business combination 6,508 Less: Fair value of Public, Private Placement and Forward Purchase Warrants (72,374) Less: Transaction costs previously paid by Legacy Getty during 2021 or accrued at December 31, 2022 (1,989) Net Business Combination and related transactions, excluding Redeemable Preferred Stock redemption $ 694,460 Add: Fair value of Class A common stock issued to redeem Redeemable Preferred Stock 140,250 Net Business Combination and related transactions, including Redeemable Preferred Stock redemption $ 834,710 |
Number of Shares of Common Stock Issued Immediately following the Consummation of the Business Combination | The number of shares of common stock issued immediately following the consummation of the Business Combination: Common stock of CCNB, net of redemptions 508,311 CCNB shares held by the Sponsor 25,700,000 Shares issued in the PIPE Financing 36,000,000 Shares issued in the Forward Purchase Agreement 20,000,000 Shares issued in the Backstop Agreement 30,000,000 Total shares issued in Business Combination and related transactions 112,208,311 Shares issued for Getty Images common stock 196,938,915 Shares issued upon redemption of Getty Images Redeemable Preferred Stock 15,000,000 Total shares of common stock immediately following the Business Combination 324,147,226 ___________________________________ CCNB shares held by the Sponsor in the table above include 5,140,000 Restricted Sponsor Shares. |
ACQUISITION (Tables)
ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Components of the Fair Value of Consideration Transferred | The components of the fair value of consideration transferred are as follows (in thousands): Cash $ 95,418 Contingent Consideration 13,200 Total fair value of consideration transferred $ 108,618 |
Aggregate Purchase Price Allocated to Assets Acquired and Liabilities Assumed | The aggregate purchase price was allocated to the assets acquired and liabilities assumed as follows (in thousands): Assets acquired and liabilities assumed: Fair Value at Cash and cash equivalents $ 6,213 Accounts receivable 1,061 Other current assets 736 Prepaid expenses 118 Property and equipment 1,729 Other long term assets 306 Identifiable intangible assets 23,900 Goodwill 75,782 Total assets acquired $ 109,845 Accounts payable and accrued expenses (128) Deferred income tax liability (1,099) Total liabilities assumed (1,227) Net assets acquired $ 108,618 |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 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 Consolidated Balance Sheets (in thousands): As of December 31, 2023 2022 Asset Liability Asset Liability Derivatives not designated as hedging instruments: Interest rate swaps $ 1,459 $ — $ 9,032 $ — Total derivatives $ 1,459 $ — $ 9,032 $ — |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial Instrument Assets Recorded at Fair Value | Financial instrument assets recorded at fair value as of December 31 are as follows (in thousands): As of December 31, 2023 Level 1 Level 2 Level 3 Total Money market funds (cash equivalents) $ 57,062 $ — $ — $ 57,062 Derivative assets: Interest rate swaps — 1,459 — 1,459 $ 57,062 $ 1,459 $ — $ 58,521 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 December 31 are as follows (in thousands): As of December 31, 2023 Level 1 Level 2 Level 3 Total Term Loans $ — $ 1,104,237 $ — $ 1,104,237 Senior Notes — 302,250 — 302,250 $ — $ 1,406,487 $ — $ 1,406,487 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 |
Quantitative Information Associated with Fair Value Measurements of Level 3 inputs | The following table provides quantitative information associated with the fair value measurements of the Company’s Level 3 inputs: Fair Value as of Valuation Unobservable Input Range Contingent Consideration — Probability-adjusted discounted cash flow Probabilities of success —% Years until milestone is expected to be achieved 0.33 years Discount rate 9.94% |
Reconciliation of Fair Value Liabilities with Unobservable Inputs | The following table presents changes in the fair value of the Contingent Consideration for the years ended December 31 (in thousands): Year end December 31, 2023 2022 Balance, beginning of period $ — $ 14,039 Payment — (10,000) Change in fair value of Contingent Consideration — (4,039) Balance, end of period $ — $ — The following table presents the change in the fair value of the Private Placement Warrants for the year ended December 31, 2022 (in thousands): Year end December 31, 2022 Balance, beginning of period $ — Assumed in Business Combination (Note 3) 56,237 Change in fair value 176,616 Exercise (232,853) Balance, end of period $ — |
PROPERTY AND EQUIPMENT - NET (T
PROPERTY AND EQUIPMENT - NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment consisted of the following at the reported Balance Sheet dates (in thousands, except years): Estimated December 31, 2023 2022 Contemporary imagery 5 $ 395,063 $ 377,858 Computer hardware purchased 3 2,809 6,783 Computer software developed for internal use 3 161,317 119,516 Leasehold improvements 2–20 8,295 8,361 Furniture, fixtures and studio equipment 5 11,341 10,856 Archival imagery 40 96,090 94,043 Other 3–4 2,406 2,352 Property and equipment 677,321 619,769 Less: accumulated depreciation (497,943) (447,686) Property and equipment, net $ 179,378 $ 172,083 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Goodwill | Goodwill changed during the years presented as follows (in thousands): Goodwill Accumulated Goodwill – net December 31, 2021 $ 2,028,245 $ (525,000) $ 1,503,245 Effects of fluctuations in foreign currency exchange rates (3,667) — (3,667) December 31, 2022 $ 2,024,578 $ (525,000) $ 1,499,578 Effects of fluctuations in foreign currency exchange rates 2,236 — 2,236 December 31, 2023 $ 2,026,814 $ (525,000) $ 1,501,814 |
IDENTIFIABLE INTANGIBLE ASSET_2
IDENTIFIABLE INTANGIBLE ASSETS - NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Identifiable Intangible Assets | Identifiable intangible assets consisted of the following at December 31 (in thousands, except years): As of December 31, 2023 2022 Range of Gross Accumulated Net Gross Accumulated Net Trade name Indefinite $ 397,495 $ — $ 397,495 $ 389,484 $ — $ 389,484 Trademarks and trade names 5–10 104,109 (104,109) — 104,053 (104,026) 27 Patented and unpatented technology 3–10 111,045 (106,869) 4,176 109,275 (103,419) 5,856 Customer lists, contracts, and relationships 5–11 399,378 (397,244) 2,134 391,454 (367,273) 24,181 Non-compete Covenant 3 900 (900) — 900 (900) — Other identifiable intangible assets 3–13 5,089 (5,089) — 5,059 (5,059) — $ 1,018,016 $ (614,211) $ 403,805 $ 1,000,225 $ (580,677) $ 419,548 |
Future Amortization Expense | Based on balances at December 31, 2023, the estimated aggregate amortization expense for identifiable intangible assets for the next five years is as follows (in thousands): Fiscal Years Ended 2024 $ 2,106 2025 $ 2,106 2026 $ 818 2027 $ 284 2028 $ 284 |
OTHER ASSETS AND LIABILITIES (T
OTHER ASSETS AND LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Assets And Liabilities [Abstract] | |
Other Long-Term Assets | Other long-term assets consisted of the following at the reported Balance Sheet dates (in thousands): Year end December 31, 2023 2022 Long term note receivable from a related party $ 24,000 $ 24,000 Minority and other investments 12,454 12,097 Derivative asset — 9,032 Tax receivable — 2,700 Equity method investment 2,852 2,064 Long term deposits 1,526 1,609 Other 430 450 Total other long-term assets $ 41,262 $ 51,952 |
Accrued Expenses | Accrued expenses at the reported Balance Sheet dates are summarized below (in thousands): Year end December 31, 2023 2022 Accrued compensation and related costs $ 16,933 $ 23,851 Lease liabilities 9,780 10,094 Interest payable 9,942 9,993 Accrued professional fees 6,045 4,334 Other 953 1,055 Total accrued expenses $ 43,653 $ 49,327 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Components of Debt | Debt included the following (in thousands): Year end December 31, 2023 2022 Senior Notes $ 300,000 $ 300,000 USD Term Loans 637,000 687,400 EUR Term Loans 463,588 446,996 Less: issuance costs and discounts amortized to interest expense (1,930) (5,549) Long-term debt – net $ 1,398,658 $ 1,428,847 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Payments under Debt Obligations, Non-Cancelable Operating Leases and Other Purchase Obligations | The future minimum payments under debt obligations, non-cancelable operating leases and other purchase obligations are as follows as of December 31, 2023 (in thousands): Years ended December 31, 2024 2025 2026 2027 2028 Thereafter Total USD Term Loans and EUR Term loans: Principal payments $ — $ — $ 1,100,588 $ — $ — $ — $ 1,100,588 Interest payments 1 99,400 83,831 11,121 — — — 194,352 Senior Notes: Principal payments — — — 300,000 — — 300,000 Interest payments 29,250 29,250 29,250 14,625 — — 102,375 Revolver commitment fee 763 681 — — — — 1,444 Operating lease payments on facilities leases 13,486 12,953 7,946 7,010 6,074 16,497 63,966 Minimum royalty guarantee payments to content suppliers 41,577 40,531 23,331 11,198 11,067 8,875 136,579 Technology purchase commitments 8,399 6,165 1,063 — — — 15,627 Other commitments 2,766 514 222 — — — 3,502 Total commitments $ 195,641 $ 173,925 $ 1,173,521 $ 332,833 $ 17,141 $ 25,372 $ 1,918,433 1 These are estimated payments based on interest rate curves valued as of December 31, 2023. Rates used for the EUR Term Loans are 8.3% for 2024, 6.9% for 2025 and 6.8% for 2026. Rates used for the USD Term Loans are 9.3% for 2024, 7.9% for 2025 and 7.6% for 2026. |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue by Product | The following table summarizes the Company’s revenue by product (in thousands): Year Ended December 31, 2023 2022 2021 Creative $ 578,727 $ 585,398 $ 596,917 Editorial 320,643 325,779 306,631 Other 17,185 15,067 15,140 Total Revenue $ 916,555 $ 926,244 $ 918,688 |
EQUITY-BASED COMPENSATION (Tabl
EQUITY-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Option Activity | The following tables presents a summary of the Company’s stock option activity for the year ended December 31, 2023 (in thousands except weighted average data and years): Number Weighted Remaining Outstanding — December 31, 2021 1 26,271 $ 3.98 5.87 Retroactive application of recapitalization 7,331 $ (0.87) 0 Outstanding — December 31, 2021, after effect of recapitalization 33,602 $ 3.11 5.87 Granted 978 6.18 Exercised (2,959) 4.36 Pre-vesting forfeitures (1,659) 3.32 Post-vesting cancellations (27) 2.77 Outstanding - December 31, 2022 29,935 3.08 5.85 Granted 2,936 $ 6.49 Exercised (5,017) 3.00 Pre-vesting forfeitures (32) 4.94 Post-vesting cancellations (31) 6.00 Outstanding - December 31, 2023 27,791 3.45 5.12 Exercisable - December 31, 2023 23,845 $ 3.02 4.50 Vested and expected to vest after December 31, 2023 27,775 $ 3.45 5.12 1 Excludes 3,635 non-stock option equity awards that were outstanding under the Legacy Getty 2012 Plan, which were converted to Class A common stock upon closing of the Business Combination. |
Intrinsic Value of Stock Options | The intrinsic value of the Company’s stock options is as follows (in thousands): December 31, 2023 2022 Stock options outstanding $ 56,534 $ 75,888 Stock options exercisable $ 54,944 $ 68,431 Stock options vested and expected to vest $ 56,502 $ 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 i nput into that model, for awards granted were as follows: Year Ended December 31, 2023 2022 2021 Weighted average grant date fair value per award $ 2.20 $ 3.17 $ 1.19 Valuation model used Black-Scholes Black-Scholes Black-Scholes Expected award price volatility 50 % 50 % 35 % Risk-free rate of return 3.70 % 4.15 % 1.15 % Expected life of awards 5.89 years 5.7 years 6.1 years Expected rate of dividends None None None |
Restricted Stock Units Activity | The following table presents a summary of RSU activity (in thousands except weighted average data): Number Weighted Average Outstanding — December 31, 2022 4,367 5.58 Granted 3,567 $ 4.80 Vested (2,048) $ 5.55 Cancelled (242) $ 5.08 Outstanding - December 31, 2023 5,644 $ 5.12 Number of Weighted Average awards Grant-Date Fair Value Outstanding — December 31, 2022 — $ — Granted 4,568 $ 4.72 Vested (4,568) $ 4.72 Cancelled — $ — Outstanding — December 31, 2023 — $ — |
Performance Stock Units Activity | The following table presents a summary of PSU activity (in thousands except weighted average data): Number Weighted Average Outstanding — December 31, 2022 — $ — Granted 963 $ 4.76 Vested — $ — Cancelled — $ — Outstanding - December 31, 2023 963 $ 4.76 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Additional Information on Leases | Additional information related to the Company’s leases as of and for the years ended December 31, 2023 and 2022, are as follows (in thousands, except for the lease term and discount rate): As of December 31, 2023 As of December 31, 2022 Right of use asset $ 41,098 $ 47,231 Lease liabilities, current 9,780 10,094 Lease liabilities, non-current 39,858 46,218 Total lease liabilities $ 49,638 $ 56,312 Weighted average remaining lease term 5.9 years 6.3 years Weighted average discount rate 5.7 % 5.6 % Cash paid for amounts included in lease liabilities $ 13,391 $ 14,150 Right of use asset obtained in exchange for lease obligation upon adoption $ — $ 53,076 Right of use asset obtained in exchange for lease obligations $ 2,591 $ 6,050 |
Maturities of Lease Liabilities | Maturities of lease liabilities as of December 31, 2023 were as follows (in thousands): Year ended December 31, 2024 $ 12,377 2025 12,941 2026 7,416 2027 6,289 2028 5,382 Thereafter 14,644 Total undiscounted lease payments 59,049 Less: imputed interest (9,411) Total lease liabilities $ 49,638 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Components of (Loss) Income before Income Taxes | The components of (loss) income before income taxes are as follows (in thousands): Year Ended December 31, 2023 2022 2021 United States $ (67,496) $ (95,489) $ 104,984 Foreign 40,591 61,972 31,142 (Loss) income before income taxes $ (26,905) $ (33,517) $ 136,126 |
Components of Income Tax Expense (Benefit) | The components of income tax expense (benefit) are as follows (in thousands): Year Ended December 31, 2023 2022 2021 Current: United States $ 26,720 $ 20,652 $ 22,321 Foreign 1,823 9,487 (7,756) Total current income tax expense (benefit) 28,543 30,139 14,565 Deferred: United States (15,169) 13,356 4,698 Foreign (59,856) 631 (534) Total deferred income tax expense (benefit) (75,025) 13,987 4,164 Total provision for income tax expense $ (46,482) $ 44,126 $ 18,729 |
Effective Income Tax Rate Reconciliation | The items accounting for the difference between income taxes computed at the U.S. federal statutory rate and the effective income tax rate are as follows (in thousands): Year Ended December 31, 2023 2022 2021 Federal income tax expense (benefit) at the statutory rate $ (5,651) $ (7,039) $ 28,586 Effect of: State taxes, net of federal benefit (1,736) (3,092) 3,632 Tax impact of foreign earnings and losses 11,524 11,453 (10,171) Stock-based compensation 3,633 2,230 236 Nondeductible net loss on fair value adjustment for warrant liabilities — 34,659 — Valuation allowance (49,425) 12,223 1,532 Tax credits (5,284) (6,852) (5,030) Other, net 457 544 (56) Income tax expense (benefit) $ (46,482) $ 44,126 $ 18,729 |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Uncertain tax benefits, beginning of year $ 28,967 $ 33,425 $ 47,637 Gross increase to tax positions related to prior years 338 31 121 Gross decrease to tax positions related to prior years (36) (1,109) (413) Gross increase to tax positions related to the current year 2,036 675 2,204 Gross decrease to tax positions related to the current year — — — Settlements (4,636) — — Lapse of statute of limitations (6,514) (4,055) (16,124) Uncertain tax benefits, end of year $ 20,155 $ 28,967 $ 33,425 |
Deferred Tax Assets, Liabilities and Valuation Allowance | Deferred tax assets, liabilities and valuation allowance are as follows (in thousands): December 31, 2023 2022 Deferred tax assets Income tax attributes $ 242,234 $ 225,831 Accrued liabilities and reserves 18,874 7,109 Operating lease liabilities 9,077 10,969 Prepaid expenses — — Stock-based compensation expense 5,893 6,736 Other 855 1,656 Gross deferred tax assets 276,933 252,301 Less valuation allowance (168,185) (216,745) Total deferred tax assets 108,748 35,556 Deferred tax liabilities Amortization and depreciation (44,932) (43,556) Operating lease assets (7,598) (9,139) Prepaid expenses (3,667) (1,569) Other (4,731) (10,095) Net deferred tax liabilities, net of valuation allowance $ 47,820 $ (28,803) |
Deferred Tax Assets with Operating Loss Carryforwards and Expiration Periods | The deferred tax assets at December 31, 2023, with respect to net operating loss carryforwards and expiration periods are as follows (in thousands): Deferred Net Operating United States, expiring between 2024 and 2042 $ 9,421 $ 134,888 Foreign, expiring between 2025 and 2042 21,345 87,079 Foreign, indefinite 54,386 421,200 Total $ 85,152 $ 643,167 |
U.S. Federal Tax Credits with Expiration Periods | The following is information pertaining to U.S. federal tax credits at December 31, 2023, as well as the expiration periods (in thousands): Tax United States, federal tax credit carryforwards: Foreign tax credits, expiring between 2023 and 2033 $ 44,307 Total $ 44,307 |
SEGMENT AND GEOGRAPHIC INFORM_2
SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Geographic Revenue based on Customer Location | The following represents the Company’s geographic revenue based on customer location (in thousands): December 31, 2023 2022 2021 Americas $ 515,374 $ 525,775 $ 496,607 Europe, the Middle East, and Africa 298,589 293,673 317,435 Asia-Pacific 102,592 106,796 104,646 Total Revenues $ 916,555 $ 926,244 $ 918,688 |
Long-lived Assets by Geographic Location | The Company’s long-lived tangible assets were located as follows (in thousands): December 31, 2023 2022 Americas $ 89,728 $ 87,819 Europe, the Middle East, and Africa 89,164 83,928 Asia-Pacific 487 336 Total long-lived tangible assets $ 179,379 $ 172,083 |
NET INCOME (LOSS) PER SHARE A_2
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted (loss) income per share of Class A common stock (amounts in thousands, except share and per share amounts): Year end December 31, 2023 2022 2021 NET INCOME (LOSS) $ 19,577 $ (77,643) $ 117,397 Less: Net income (loss) attributable to noncontrolling interest 238 (89) 329 Premium on early redemption of Redeemable Preferred Stock — 26,678 — Redeemable Preferred Stock dividend — 43,218 71,393 NET INCOME (LOSS) ATTRIBUTABLE TO GETTY IMAGES HOLDINGS, INC. - Basic $ 19,339 $ (147,450) $ 45,675 Weighted-average Class A common stock outstanding: Basic 399,037,805 276,942,660 196,084,650 Effect of dilutive securities 12,457,220 — 5,422,705 Diluted 411,495,025 276,942,660 201,507,355 Net income (loss) per share of Class A common stock attributable to Getty Images Holdings, Inc. common stockholders: Basic $ 0.05 $ (0.53) $ 0.23 Diluted $ 0.05 $ (0.53) $ 0.23 |
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: December 31, 2023 2022 2021 Common stock options 4,424,674 29,934,987 13,826,565 Restricted stock units 2,335,684 4,367,413 — 6,760,358 34,302,400 13,826,565 |
DESCRIPTION OF THE BUSINESS (De
DESCRIPTION OF THE BUSINESS (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) language | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Assets for industry leading sites | $ | $ 562 |
Number of website languages | language | 23 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||
Jul. 22, 2022 $ / shares shares | Apr. 01, 2021 segment | Dec. 31, 2023 USD ($) performanceObligation segment | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) segment | Jan. 01, 2022 USD ($) | Dec. 31, 2020 USD ($) | Jun. 15, 2016 USD ($) | |
Concentration Risk [Line Items] | ||||||||
Exchange ratio used for restating the shares, capital amounts and earnings per share | 1.27905 | |||||||
Reclassification from selling, general and administrative expense | $ (402,516) | $ (375,582) | $ (367,704) | |||||
Loss on litigation | 116,051 | 1,101 | 0 | |||||
Net foreign currency transaction gain (loss) | (23,800) | 24,600 | 36,400 | |||||
Accounts receivable - net of allowance | 6,527 | 6,460 | 5,946 | $ 7,773 | ||||
Other long-term assets | $ 41,262 | 51,952 | ||||||
Deferred rent | $ 8,300 | |||||||
Related party transaction | 900 | 1,500 | ||||||
Service period of equity-based compensation | 4 years | |||||||
Advertising and marketing costs | $ 48,500 | $ 55,800 | $ 53,700 | |||||
Number of operating segments | segment | 1 | 1 | 1 | 1 | ||||
Operating lease liabilities | $ 49,638 | $ 56,312 | 61,300 | |||||
Right of use asset | $ 41,098 | 47,231 | $ 53,100 | |||||
Revision of Prior Period, Adjustment | ||||||||
Concentration Risk [Line Items] | ||||||||
Reclassification from selling, general and administrative expense | 1,100 | |||||||
Loss on litigation | $ 1,100 | |||||||
Uncapped Digital Content Subscriptions | ||||||||
Concentration Risk [Line Items] | ||||||||
Number of performance obligations | performanceObligation | 2 | |||||||
Minimum | ||||||||
Concentration Risk [Line Items] | ||||||||
Percentage of license fee earned and retained | 50% | |||||||
Maximum | ||||||||
Concentration Risk [Line Items] | ||||||||
Percentage of license fee earned and retained | 65% | |||||||
Related Party | ||||||||
Concentration Risk [Line Items] | ||||||||
Other long-term assets | $ 24,000 | |||||||
Interest rate | 2.50% | |||||||
Delegates Concentration Risk | Third-party Delegates | Revenue from Contract with Customer Benchmark | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk percentage | 3% | 3% | 3% | |||||
Revenue from Rights Concentration Risk | License | Minimum | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk percentage | 35% | |||||||
Revenue from Rights Concentration Risk | License | Maximum | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk percentage | 50% | |||||||
Supplier Concentration Risk | Cost of Goods and Service, Product and Service Benchmark | Minimum | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk percentage | 20% | |||||||
Supplier Concentration Risk | Cost of Goods and Service, Product and Service Benchmark | Maximum | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk percentage | 50% | |||||||
Public Warrants | ||||||||
Concentration Risk [Line Items] | ||||||||
Number of warrants issued during the period (in shares) | shares | 20,700,000 | |||||||
Private Placement Warrants | ||||||||
Concentration Risk [Line Items] | ||||||||
Number of warrants issued during the period (in shares) | shares | 18,560,000 | |||||||
Forward Purchase Warrants | ||||||||
Concentration Risk [Line Items] | ||||||||
Number of warrants issued during the period (in shares) | shares | 3,750,000 | |||||||
Number of shares entitled by each warrant | shares | 1 | |||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | |||||||
Getty Images SEA Holdings Co., Limited ("Getty SEA") | ||||||||
Concentration Risk [Line Items] | ||||||||
Ownership percentage by parent | 50% | |||||||
Ownership percentage by non-controlling stockholder's interest | 50% | |||||||
Noncontrolling Interest | ||||||||
Concentration Risk [Line Items] | ||||||||
Other long-term assets | $ 10,000 | $ 9,600 | ||||||
Cost of investment | $ 2,000 | |||||||
Getty Images Holdings, Inc | ||||||||
Concentration Risk [Line Items] | ||||||||
Percentage of equity interest | 72% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 136,623 | $ 97,912 | ||
Restricted cash | 4,227 | 4,482 | ||
Total cash, cash equivalents and restricted cash | $ 140,850 | $ 102,394 | $ 191,529 | $ 161,309 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning of year | $ 6,460 | $ 5,946 | $ 7,773 |
Provision | 2,228 | 1,465 | 750 |
Deductions | (2,161) | (951) | (2,577) |
End of year | $ 6,527 | $ 6,460 | $ 5,946 |
BUSINESS COMBINATION - Narrativ
BUSINESS COMBINATION - Narrative (Details) | 12 Months Ended | |||
Jul. 22, 2022 USD ($) tranche $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | ||||
Purchase price per share (in dollars per share) | $ / shares | $ 0.0001 | |||
Number of authorized shares (in shares) | 2,006,140,000 | |||
Par value per share (in dollars per share) | $ / shares | $ 0.0001 | |||
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | |
Goodwill | $ | $ 1,499,578,000 | $ 1,501,814,000 | $ 1,503,245,000 | |
Forward Purchase Warrants | ||||
Business Acquisition [Line Items] | ||||
Number of warrants issued during the period (in shares) | 3,750,000 | |||
Backstop Facility Agreement | ||||
Business Acquisition [Line Items] | ||||
Number of shares issued | 30,000,000 | |||
Sponsor Side Letter | ||||
Business Acquisition [Line Items] | ||||
Number of shares to be convert to restricted sponsor shares | 5,140,000 | |||
Trading days for volume weighted average price of shares | 20 days | |||
Consecutive trading days for volume weighted average price of shares | 30 days | |||
PIPE Subscription Agreements | ||||
Business Acquisition [Line Items] | ||||
Number of shares issued | 36,000,000 | |||
Forward Purchase Agreement | ||||
Business Acquisition [Line Items] | ||||
Number of shares issued | 20,000,000 | |||
Aggregate gross proceeds | $ | $ 200,000,000 | |||
Class A common stock | ||||
Business Acquisition [Line Items] | ||||
Common stock, authorized (in shares) | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | |
Class A common stock | Backstop Facility Agreement | ||||
Business Acquisition [Line Items] | ||||
Number of shares issued | 30,000,000 | |||
Purchase price per share (in dollars per share) | $ / shares | $ 10 | |||
Aggregate gross proceeds | $ | $ 300,000,000 | |||
Class A common stock | PIPE Subscription Agreements | ||||
Business Acquisition [Line Items] | ||||
Number of shares issued | 36,000,000 | |||
Purchase price per share (in dollars per share) | $ / shares | $ 10 | |||
Aggregate gross proceeds | $ | $ 360,000,000 | |||
Class A common stock | Forward Purchase Agreement | ||||
Business Acquisition [Line Items] | ||||
Number of shares issued | 20,000,000 | |||
Class B Common Stock | ||||
Business Acquisition [Line Items] | ||||
Common stock, authorized (in shares) | 5,140,000 | 5,100,000 | 5,100,000 | |
Series B-1 Common Stock | Sponsor Side Letter | ||||
Business Acquisition [Line Items] | ||||
Number of shares upon conversion | 2,570,000 | |||
Threshold for volume weighted average price (in dollars per share) | $ / shares | $ 12.50 | |||
Series B-2 Common Stock | Sponsor Side Letter | ||||
Business Acquisition [Line Items] | ||||
Number of shares upon conversion | 2,570,000 | |||
Threshold for volume weighted average price (in dollars per share) | $ / shares | $ 15 | |||
Common Stock Holders | Series B-1 Common Stock | Sponsor Side Letter | ||||
Business Acquisition [Line Items] | ||||
Threshold for volume weighted average price (in dollars per share) | $ / shares | 12.50 | |||
Common Stock Holders | Series B-2 Common Stock | Sponsor Side Letter | ||||
Business Acquisition [Line Items] | ||||
Threshold for volume weighted average price (in dollars per share) | $ / shares | $ 15 | |||
Legacy Getty Images | ||||
Business Acquisition [Line Items] | ||||
Number of shares received as consideration | 324,147,226 | |||
Consecutive trading days for volume weighted average price of shares | 30 days | |||
Legacy Getty Images | Business Combination Agreement | ||||
Business Acquisition [Line Items] | ||||
Earn-out period | 10 years | |||
Period from occurrence of an applicable triggering event | 10 days | |||
Maximum number of earn-out shares issuable to former equity holders | 59,000,000 | |||
Number of tranches for issuance of earn-out shares | tranche | 3 | |||
Trading days for volume weighted average price of shares | 20 days | |||
Legacy Getty Images | Business Combination Agreement | Earn-Out Tranche I | ||||
Business Acquisition [Line Items] | ||||
Threshold for volume weighted average price (in dollars per share) | $ / shares | $ 12.50 | |||
Legacy Getty Images | Business Combination Agreement | Earn-Out Tranche II | ||||
Business Acquisition [Line Items] | ||||
Threshold for volume weighted average price (in dollars per share) | $ / shares | 15 | |||
Legacy Getty Images | Business Combination Agreement | Earn-Out Tranche III | ||||
Business Acquisition [Line Items] | ||||
Threshold for volume weighted average price (in dollars per share) | $ / shares | $ 17.50 | |||
Legacy Getty Images | Common Stock Holders | ||||
Business Acquisition [Line Items] | ||||
Number of shares held by shareholder | 153,322,880 | |||
Number of shares received as consideration | 196,938,915 | |||
Legacy Getty Images | Common Stock Holders | Class A common stock | ||||
Business Acquisition [Line Items] | ||||
Number of shares received as consideration | 196,938,915 | |||
Legacy Getty Images | Common Stock Holders | Class A common stock | Business Combination Agreement | Earn-Out Tranche I | ||||
Business Acquisition [Line Items] | ||||
Threshold for volume weighted average price (in dollars per share) | $ / shares | $ 12.50 | |||
Legacy Getty Images | Common Stock Holders | Class A common stock | Business Combination Agreement | Earn-Out Tranche II | ||||
Business Acquisition [Line Items] | ||||
Threshold for volume weighted average price (in dollars per share) | $ / shares | 15 | |||
Legacy Getty Images | Common Stock Holders | Class A common stock | Business Combination Agreement | Earn-Out Tranche III | ||||
Business Acquisition [Line Items] | ||||
Threshold for volume weighted average price (in dollars per share) | $ / shares | $ 17.50 | |||
Legacy Getty Images | Redeemable Preferred Stock Holders | ||||
Business Acquisition [Line Items] | ||||
Number of shares received as consideration | 15,000,000 | |||
Cash | $ | $ 615,000,000 | |||
Legacy Getty Images | Redeemable Preferred Stock Holders | Class A common stock | ||||
Business Acquisition [Line Items] | ||||
Number of shares received as consideration | 15,000,000 | |||
Consideration in shares, fair value | $ | $ 140,200,000 | |||
CC Neuberger Principal Holdings II ("CCNB") | ||||
Business Acquisition [Line Items] | ||||
Cash | $ | $ 614,996,000 | |||
Goodwill | $ | 0 | |||
Other intangible assets | $ | $ 0 |
BUSINESS COMBINATION - Reconcil
BUSINESS COMBINATION - Reconciliation of Elements of the Business Combination to the Consolidated Statement of Cash Flows and the Consolidated Statements of Redeemable Preferred Stock and Stockholders' Equity (Deficit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Cash contributions from business combination | $ 0 | $ 864,164 | $ 0 |
Add: Cash paid to redeem Redeemable Preferred Stock | $ 0 | 614,996 | $ 0 |
CC Neuberger Principal Holdings II ("CCNB") | |||
Business Acquisition [Line Items] | |||
Cash – CCNB trust and cash, net of redemptions | 4,164 | ||
Less: Cash paid to redeem Redeemable Preferred Stock | (614,996) | ||
Less: Transaction costs paid during the year ended December 31, 2022 | (106,917) | ||
Net cash contributions from the Business Combination and related transactions | 142,251 | ||
Add: Non-cash assets received from CCNB | 806 | ||
Add: Transaction costs allocated to warrants | 4,262 | ||
Add: Cash paid to redeem Redeemable Preferred Stock | 614,996 | ||
Add: Tax effect of change in tax basis due to business combination | 6,508 | ||
Less: Fair value of Public, Private Placement and Forward Purchase Warrants | (72,374) | ||
Less: Transaction costs previously paid by Legacy Getty during 2021 or accrued at December 31, 2022 | (1,989) | ||
Net Business Combination and related transactions, excluding Redeemable Preferred Stock redemption | 694,460 | ||
Add: Fair value of Class A common stock issued to redeem Redeemable Preferred Stock | 140,250 | ||
Net Business Combination and related transactions, including Redeemable Preferred Stock redemption | 834,710 | ||
CC Neuberger Principal Holdings II ("CCNB") | PIPE Subscription Agreements | |||
Business Acquisition [Line Items] | |||
Cash contributions from business combination | 360,000 | ||
CC Neuberger Principal Holdings II ("CCNB") | Forward Purchase Agreement | |||
Business Acquisition [Line Items] | |||
Cash contributions from business combination | 200,000 | ||
CC Neuberger Principal Holdings II ("CCNB") | Backstop Facility Agreement | |||
Business Acquisition [Line Items] | |||
Cash contributions from business combination | $ 300,000 |
BUSINESS COMBINATION - Number o
BUSINESS COMBINATION - Number of Shares of Common Stock Issued Immediately following the Consummation of the Business Combination (Details) - shares | Jul. 22, 2022 | Dec. 31, 2023 | Jul. 21, 2022 |
Business Acquisition [Line Items] | |||
Common stock of CCNB, net of redemptions (in shares) | 508,311 | ||
CCNB shares held by the Sponsor (in shares) | 25,700,000 | ||
Total shares issued in Business Combination and related transactions (in shares) | 112,208,311 | ||
PIPE Subscription Agreements | |||
Business Acquisition [Line Items] | |||
Shares issued (in shares) | 36,000,000 | ||
Forward Purchase Agreement | |||
Business Acquisition [Line Items] | |||
Shares issued (in shares) | 20,000,000 | ||
Backstop Facility Agreement | |||
Business Acquisition [Line Items] | |||
Shares issued (in shares) | 30,000,000 | ||
Legacy Getty Images | |||
Business Acquisition [Line Items] | |||
Total shares issued in Business Combination and related transactions (in shares) | 324,147,226 | ||
Legacy Getty Images | Common Stock Holders | |||
Business Acquisition [Line Items] | |||
Total shares issued in Business Combination and related transactions (in shares) | 196,938,915 | ||
Legacy Getty Images | Redeemable Preferred Stock Holders | |||
Business Acquisition [Line Items] | |||
Total shares issued in Business Combination and related transactions (in shares) | 15,000,000 | ||
CC Neuberger Principal Holdings II ("CCNB") | |||
Business Acquisition [Line Items] | |||
Common stock, issued (in shares) | 5,140,000 |
ACQUISITION - Narrative (Detail
ACQUISITION - Narrative (Details) | 12 Months Ended | |||
Apr. 01, 2021 USD ($) imageDownload segment imageView | Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) segment | |
Business Acquisition [Line Items] | ||||
Number of operating segments | segment | 1 | 1 | 1 | 1 |
Revenue since acquisition | $ 5,800,000 | |||
Operating loss since acquisition | $ 1,200,000 | |||
Unsplash Inc. | ||||
Business Acquisition [Line Items] | ||||
Payments to acquire business | $ 95,418,000 | |||
Threshold revenue period | 12 years | |||
Contingent consideration | $ 13,200,000 | $ 0 | $ 0 | |
Transaction costs incurred | $ 400,000 | |||
Number of minimum image downloads | imageDownload | 102 | |||
Number of minimum image views per month | imageView | 20 | |||
Weighted average life of intangible assets | 6 years | |||
Unsplash Inc. | Scenario One, Two-Year Earnout | ||||
Business Acquisition [Line Items] | ||||
Threshold revenue | $ 10,000,000 | |||
Earnout term | 2 years | |||
Payment for contingent consideration | $ 10,000,000 | |||
Unsplash Inc. | Scenario Two, Three-Year Earnout | ||||
Business Acquisition [Line Items] | ||||
Threshold revenue | $ 30,000,000 | |||
Earnout term | 3 years | |||
Contingent consideration based on earnout | $ 10,000,000 | |||
Unsplash Inc. | Scenario Five, Revenues That Exceed $30.0 million | ||||
Business Acquisition [Line Items] | ||||
Additional contingent consideration | 1,000 | |||
Trigger amount exceeding threshold revenue for additional contingent consideration | 1,000,000 | |||
Threshold revenue for additional contingent consideration | 30,000,000 | |||
Unsplash Inc. | Scenario Six, Revenues That Exceeds $60.0 million in Trailing 12-month Period | ||||
Business Acquisition [Line Items] | ||||
Additional contingent consideration | 2,500 | |||
Trigger amount exceeding threshold revenue for additional contingent consideration | 1,000,000 | |||
Threshold revenue for additional contingent consideration | $ 60,000,000 |
ACQUISITION - Components of the
ACQUISITION - Components of the Fair Value of Consideration Transferred (Details) - Unsplash Inc. $ in Thousands | Apr. 01, 2021 USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 95,418 |
Contingent Consideration | 13,200 |
Total fair value of consideration transferred | $ 108,618 |
ACQUISITION - Aggregate Purchas
ACQUISITION - Aggregate Purchase Price Allocated to Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 01, 2021 |
Assets acquired and liabilities assumed: | ||||
Goodwill | $ 1,501,814 | $ 1,499,578 | $ 1,503,245 | |
Unsplash Inc. | ||||
Assets acquired and liabilities assumed: | ||||
Cash and cash equivalents | $ 6,213 | |||
Accounts receivable | 1,061 | |||
Other current assets | 736 | |||
Prepaid expenses | 118 | |||
Property and equipment | 1,729 | |||
Other long term assets | 306 | |||
Identifiable intangible assets | 23,900 | |||
Goodwill | 75,782 | |||
Total assets acquired | 109,845 | |||
Accounts payable and accrued expenses | (128) | |||
Deferred income tax liability | (1,099) | |||
Total liabilities assumed | (1,227) | |||
Net assets acquired | $ 108,618 |
COMMON STOCK WARRANTS (Details)
COMMON STOCK WARRANTS (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Oct. 19, 2022 | Jul. 22, 2022 | Aug. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||||||
Amount paid for redemption of warrants | $ 0 | $ 244 | $ 0 | |||
Public Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of shares entitled by each warrant | 20,700,000 | |||||
Number fractional shares issued upon exercise of warrants | 0 | |||||
Redemption price per public warrant (in dollars per share) | $ 0.01 | |||||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |||||
Threshold trading days for redemption of public warrants | 20 days | |||||
Consecutive threshold trading days for redemption of warrants | 30 days | |||||
Transaction costs allocated to warrants | $ 4,300 | |||||
Number of shares issued upon exercise of warrants | 10,328 | |||||
Cash proceeds from exercise of warrants | $ 100 | |||||
Warrants outstanding (in shares) | 0 | 0 | ||||
Public Warrants | Class A common stock | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of shares entitled by each warrant | 1 | |||||
Exercise price (in dollars per share) | $ 11.50 | |||||
Private Placement Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of shares entitled by each warrant | 18,560,000 | |||||
Non-cash change in fair value of warrants, gain (loss) | $ (176,600) | |||||
Private Placement Warrants | Class A common stock | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of shares entitled by each warrant | 1 | |||||
Exercise price (in dollars per share) | $ 11.50 | |||||
Number of shares issued on exercise of warrants | 11,555,996 | |||||
Forward Purchase Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of shares entitled by each warrant | 3,750,000 | |||||
Number of shares entitled by each warrant | 1 | |||||
Exercise price (in dollars per share) | $ 11.50 | |||||
Public and Forward Purchase Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Redemption price per public warrant (in dollars per share) | $ 0.01 | |||||
Non-cash change in fair value of warrants, gain (loss) | $ 15,900 | |||||
Transaction costs allocated to warrants | $ 4,300 | |||||
Amount paid for redemption of warrants | $ 200 |
DERIVATIVE INSTRUMENTS - Narrat
DERIVATIVE INSTRUMENTS - Narrative (Details) - Not Designated as Hedging Instrument $ in Millions | 1 Months Ended | 12 Months Ended | |||
Feb. 28, 2019 USD ($) derivativeInstrument | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2023 | |
Foreign Exchange Option | |||||
DERIVATIVE INSTRUMENTS | |||||
Derivative contracts, notional amounts | $ 0 | $ 0 | $ 15.2 | ||
Gain recognized on derivatives | 0.7 | 1.7 | |||
Interest Rate Swap | |||||
DERIVATIVE INSTRUMENTS | |||||
Loss recognized on derivatives | $ 7.6 | ||||
Gain recognized on derivatives | $ 22.8 | $ 17.6 | |||
Number of interest rate swaps to hedge interest rate risk (in derivative instruments) | derivativeInstrument | 2 | ||||
Embedded floor option rate, maximum | 0% | (10.00%) | |||
Interest Rate Swap, One | |||||
DERIVATIVE INSTRUMENTS | |||||
Derivative contracts, notional amounts | $ 175 | ||||
Fixed interest rate | 2.501% | ||||
Interest Rate Swap, Two | |||||
DERIVATIVE INSTRUMENTS | |||||
Derivative contracts, notional amounts | $ 355 | ||||
Fixed interest rate | 2.538% |
DERIVATIVE INSTRUMENTS - Fair V
DERIVATIVE INSTRUMENTS - Fair Value Amounts of Derivative Instruments (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair value amounts of derivative instruments | ||
Asset | $ 1,459 | $ 9,032 |
Liability | 0 | 0 |
Interest rate swaps | ||
Fair value amounts of derivative instruments | ||
Asset | 1,459 | 9,032 |
Liability | $ 0 | $ 0 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Financial Instrument Assets Recorded at Fair Value (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds (cash equivalents) | $ 57,062 | $ 20,462 |
Assets, fair value | 58,521 | 29,494 |
Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 1,459 | 9,032 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds (cash equivalents) | 57,062 | 20,462 |
Assets, fair value | 57,062 | 20,462 |
Level 1 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 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 | 1,459 | 9,032 |
Level 2 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 1,459 | 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] | ||
Derivative assets | $ 0 | $ 0 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Financial Instrument Liabilities Recorded or Disclosed at Fair Value (Details) - Nonrecurring - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Term Loans | $ 1,104,237 | $ 1,112,990 |
Senior Notes | 302,250 | 297,354 |
Liabilities, fair value | 1,406,487 | 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 | 1,104,237 | 1,112,990 |
Senior Notes | 302,250 | 297,354 |
Liabilities, fair value | 1,406,487 | 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 |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS - Narrative (Details) - Unsplash Inc. - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2023 | Apr. 01, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 0 | $ 0 | $ 13.2 |
Threshold revenues in calculating contingent consideration payments | $ 10 |
FAIR VALUE OF FINANCIAL INSTR_6
FAIR VALUE OF FINANCIAL INSTRUMENTS - Quantitative Information Associated with Fair Value Measurements of Level 3 inputs (Details) - Level 3 $ in Thousands | Dec. 31, 2022 USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration | $ 0 |
Probabilities of success | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements input | 0 |
Years until milestone is expected to be achieved | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements input | 0.33 |
Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements input | 0.0994 |
FAIR VALUE OF FINANCIAL INSTR_7
FAIR VALUE OF FINANCIAL INSTRUMENTS - Reconciliation of Fair Value Liabilities with Unobservable Inputs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | $ 0 | $ 14,039 |
Change in fair value of Contingent Consideration | 0 | (4,039) |
Payment/exercise | 0 | (10,000) |
Balance, end of period | 0 | 0 |
Private Placement Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | $ 0 | 0 |
Assumed in Business Combination (Note 3) | 56,237 | |
Change in fair value | $ 176,616 | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | |
Payment/exercise | $ (232,853) | |
Balance, end of period | $ 0 |
PROPERTY AND EQUIPMENT - NET- S
PROPERTY AND EQUIPMENT - NET- Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 677,321 | $ 619,769 |
Less: accumulated depreciation | (497,943) | (447,686) |
Property and equipment, net | $ 179,378 | 172,083 |
Contemporary imagery | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (in Years) | 5 years | |
Property and equipment | $ 395,063 | 377,858 |
Computer hardware purchased | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (in Years) | 3 years | |
Property and equipment | $ 2,809 | 6,783 |
Computer software developed for internal use | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (in Years) | 3 years | |
Property and equipment | $ 161,317 | 119,516 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 8,295 | 8,361 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (in Years) | 2 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (in Years) | 20 years | |
Furniture, fixtures and studio equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (in Years) | 5 years | |
Property and equipment | $ 11,341 | 10,856 |
Archival imagery | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (in Years) | 40 years | |
Property and equipment | $ 96,090 | 94,043 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 2,406 | $ 2,352 |
Other | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (in Years) | 3 years | |
Other | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (in Years) | 4 years |
PROPERTY AND EQUIPMENT - NET -
PROPERTY AND EQUIPMENT - NET - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Archival imagery | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment with indefinite life | $ 10.2 | $ 10 |
GOODWILL - Narrative (Details)
GOODWILL - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Accumulated impairment loss on goodwill | $ 525,000 | $ 525,000 | $ 525,000 |
GOODWILL - Changes in Goodwill
GOODWILL - Changes in Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | |||
Goodwill before impairment, beginning balance | $ 2,024,578 | $ 2,028,245 | |
Goodwill - net, beginning balance | 1,499,578 | 1,503,245 | |
Effects of fluctuations in foreign currency exchange rates | 2,236 | (3,667) | |
Goodwill before impairment, ending balance | 2,026,814 | 2,024,578 | |
Goodwill - net, Ending balance | 1,501,814 | 1,499,578 | |
Accumulated impairment charge | $ (525,000) | $ (525,000) | $ (525,000) |
IDENTIFIABLE INTANGIBLE ASSET_3
IDENTIFIABLE INTANGIBLE ASSETS - NET - Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (614,211) | $ (580,677) |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross amount, intangible assets | 1,018,016 | 1,000,225 |
Accumulated Amortization | (614,211) | (580,677) |
Net amount, intangible assets | 403,805 | 419,548 |
Trade name | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Trade name | 397,495 | 389,484 |
Trademarks and trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 104,109 | 104,053 |
Accumulated Amortization | (104,109) | (104,026) |
Net Amount | 0 | 27 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ (104,109) | (104,026) |
Trademarks and trade names | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Range of Estimated Useful Lives | 5 years | |
Trademarks and trade names | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Range of Estimated Useful Lives | 10 years | |
Patented and unpatented technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 111,045 | 109,275 |
Accumulated Amortization | (106,869) | (103,419) |
Net Amount | 4,176 | 5,856 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ (106,869) | (103,419) |
Patented and unpatented technology | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Range of Estimated Useful Lives | 3 years | |
Patented and unpatented technology | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Range of Estimated Useful Lives | 10 years | |
Customer lists, contracts, and relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 399,378 | 391,454 |
Accumulated Amortization | (397,244) | (367,273) |
Net Amount | 2,134 | 24,181 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ (397,244) | (367,273) |
Customer lists, contracts, and relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Range of Estimated Useful Lives | 5 years | |
Customer lists, contracts, and relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Range of Estimated Useful Lives | 11 years | |
Non-compete Covenant | ||
Finite-Lived Intangible Assets [Line Items] | ||
Range of Estimated Useful Lives | 3 years | |
Gross Amount | $ 900 | 900 |
Accumulated Amortization | (900) | (900) |
Net Amount | 0 | 0 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | (900) | (900) |
Other identifiable intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 5,089 | 5,059 |
Accumulated Amortization | (5,089) | (5,059) |
Net Amount | 0 | 0 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ (5,089) | $ (5,059) |
Other identifiable intangible assets | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Range of Estimated Useful Lives | 3 years | |
Other identifiable intangible assets | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Range of Estimated Useful Lives | 13 years |
IDENTIFIABLE INTANGIBLE ASSET_4
IDENTIFIABLE INTANGIBLE ASSETS - NET - Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 2,106 |
2025 | 2,106 |
2026 | 818 |
2027 | 284 |
2028 | $ 284 |
OTHER ASSETS AND LIABILITIES -
OTHER ASSETS AND LIABILITIES - Other Long-Term Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Assets And Liabilities [Abstract] | ||
Long term note receivable from a related party | $ 24,000 | $ 24,000 |
Minority and other investments | 12,454 | 12,097 |
Derivative asset | 0 | 9,032 |
Tax receivable | 0 | 2,700 |
Equity method investment | 2,852 | 2,064 |
Long term deposits | 1,526 | 1,609 |
Other | 430 | 450 |
Other long-term assets | $ 41,262 | $ 51,952 |
OTHER ASSETS AND LIABILITIES _2
OTHER ASSETS AND LIABILITIES - Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Assets And Liabilities [Abstract] | ||
Accrued compensation and related costs | $ 16,933 | $ 23,851 |
Lease liabilities | $ 9,780 | $ 10,094 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses | Accrued expenses |
Interest payable | $ 9,942 | $ 9,993 |
Accrued professional fees | 6,045 | 4,334 |
Other | 953 | 1,055 |
Accrued expenses | $ 43,653 | $ 49,327 |
DEBT - Components of Debt (Deta
DEBT - Components of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Less: issuance costs and discounts amortized to interest expense | $ (1,930) | $ (5,549) |
Long-term debt – net | 1,398,658 | 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 | 637,000 | 687,400 |
EUR Term Loans | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 463,588 | $ 446,996 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) € in Millions | 1 Months Ended | 12 Months Ended | ||||||||
May 04, 2023 USD ($) | Aug. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 EUR (€) | May 03, 2023 USD ($) | Dec. 31, 2022 EUR (€) | Feb. 28, 2019 USD ($) | Feb. 28, 2019 EUR (€) | |
Debt Instrument [Line Items] | ||||||||||
Fees incurred | $ 400,000 | $ 400,000 | $ 400,000 | |||||||
Loss on extinguishment of debt | $ 0 | 2,693,000 | $ 0 | |||||||
Amortization of issuance costs and debt discount | 300,000,000 | |||||||||
Revolving credit facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 80,000,000 | |||||||||
Maximum borrowing capacity | 110,000,000 | |||||||||
Revolving credit facility | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 150,000,000 | $ 80,000,000 | ||||||||
Debt instrument, term | 180 days | |||||||||
Trigger aggregate face amount | $ 100,000,000 | |||||||||
Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 300,000,000 | |||||||||
Interest rate | 9.75% | 9.75% | ||||||||
USD Term Loans | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 1,040,000,000 | |||||||||
Repayments of debt | $ 300,000,000 | |||||||||
Loss on extinguishment of debt | $ 2,700,000 | |||||||||
Quarterly installments | $ 2,600,000 | |||||||||
Percentage of excess cash flow principal payment | 50% | |||||||||
Average rate | 4.63% | 9.55% | 6% | |||||||
EUR Term Loans | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | € | € 419 | € 419 | € 450 | |||||||
Amortization of debt issuance costs and discounts | $ 0 | |||||||||
Average rate | 5% | 8.21% | 5.27% | |||||||
EUR Term Loans | Adjusted Eurodollar rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 5% | |||||||||
Base rate loans | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 3.50% | |||||||||
Base rate loans | NYFRB Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Spread on variable rate | 0.50% | |||||||||
Base rate loans | Adjusted Term Secured Overnight Financing Rate (SOFR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Spread on variable rate | 1% | |||||||||
Eurodollar loans | Adjusted Term Secured Overnight Financing Rate (SOFR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 4.50% | |||||||||
Term Loans | Adjusted Term Secured Overnight Financing Rate (SOFR) | Secured Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Floor variable rate | 0% | |||||||||
Term Loans | Secured Overnight Financing Rate (SOFR) | Secured Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Spread on variable rate | 10% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands | 12 Months Ended | ||||
Oct. 27, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Feb. 17, 2023 lawsuit | |
COMMITMENTS AND CONTINGENCIES | |||||
Net uncertain tax positions | $ 24,800 | ||||
Future receipts for subleased facilities, year one | 5,000 | ||||
Future receipts for subleased facilities, year two | 5,000 | ||||
Future receipts for subleased facilities, year three | 1,200 | ||||
Minimum guaranteed receipts from content suppliers, year one | 2,000 | ||||
Minimum guaranteed receipts from content suppliers, year one | 2,000 | ||||
Number of pending lawsuits | lawsuit | 2 | ||||
Insurance recoveries | 60,000 | $ 0 | $ 0 | ||
Insurance recovery receivable | 48,615 | $ 0 | |||
Maximum | |||||
COMMITMENTS AND CONTINGENCIES | |||||
Insurance recoveries | 60,000 | ||||
United States District Court For The Southern District Of New York, Alta Partners, LLC V. Getty Images Holdings, Inc., Case | |||||
COMMITMENTS AND CONTINGENCIES | |||||
Loss contingency, amount awarded to plaintiff | $ 36,900 | ||||
Loss contingency, pre-judgement, per annum, interest rate | 0.090 | ||||
CRCM Institutional Master Fund (BVI) LTD, Et Al. V. Getty Images Holdings, Inc., Case | |||||
COMMITMENTS AND CONTINGENCIES | |||||
Loss contingency, amount awarded to plaintiff | $ 51,000 | ||||
Loss contingency, pre-judgement, per annum, interest rate | 0.090 | ||||
Tax Assessment, Canada Revenue Agency | |||||
COMMITMENTS AND CONTINGENCIES | |||||
Loss contingency, amount sought by plaintiff | 19,300 | ||||
Tax Assessment, Canada Revenue Agency | Maximum | |||||
COMMITMENTS AND CONTINGENCIES | |||||
Loss contingency, amount sought by plaintiff | $ 29,200 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Future Minimum Payments under Debt Obligations, Non-Cancelable Operating Leases and Other Purchase Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 28, 2019 |
Revolver commitment fee | |||
2024 | $ 763 | ||
2025 | 681 | ||
2026 | 0 | ||
2027 | 0 | ||
2028 | 0 | ||
Thereafter | 0 | ||
Total | 1,444 | ||
Operating lease payments on facilities leases | |||
2024 | 13,486 | ||
2025 | 12,953 | ||
2026 | 7,946 | ||
2027 | 7,010 | ||
2028 | 6,074 | ||
Thereafter | 16,497 | ||
Total | 63,966 | ||
Minimum royalty guarantee payments to content suppliers | |||
2024 | 41,577 | ||
2025 | 40,531 | ||
2026 | 23,331 | ||
2027 | 11,198 | ||
2028 | 11,067 | ||
Thereafter | 8,875 | ||
Total | 136,579 | ||
Technology purchase commitments | |||
2024 | 8,399 | ||
2025 | 6,165 | ||
2026 | 1,063 | ||
2027 | 0 | ||
2028 | 0 | ||
Thereafter | 0 | ||
Total | 15,627 | ||
Other commitments | |||
2024 | 2,766 | ||
2025 | 514 | ||
2026 | 222 | ||
2027 | 0 | ||
2028 | 0 | ||
Thereafter | 0 | ||
Total | 3,502 | ||
Total commitments | |||
2024 | 195,641 | ||
2025 | 173,925 | ||
2026 | 1,173,521 | ||
2027 | 332,833 | ||
2028 | 17,141 | ||
Thereafter | 25,372 | ||
Total | $ 1,918,433 | ||
EUR term loans 2024 | |||
Total commitments | |||
Interest rate | 8.30% | ||
EUR term loans 2025 | |||
Total commitments | |||
Interest rate | 6.90% | ||
EUR term loans 2026 | |||
Total commitments | |||
Interest rate | 6.80% | ||
USD term loans 2024 | |||
Total commitments | |||
Interest rate | 9.30% | ||
USD term loans 2025 | |||
Total commitments | |||
Interest rate | 7.90% | ||
USD term loans 2026 | |||
Total commitments | |||
Interest rate | 7.60% | ||
USD Term Loans and EUR Term loans: | |||
Principal payments | |||
2024 | $ 0 | ||
2025 | 0 | ||
2026 | 1,100,588 | ||
2027 | 0 | ||
2028 | 0 | ||
Thereafter | 0 | ||
Total | 1,100,588 | ||
Interest payments | |||
2024 | 99,400 | ||
2025 | 83,831 | ||
2026 | 11,121 | ||
2027 | 0 | ||
2028 | 0 | ||
Thereafter | 0 | ||
Total | 194,352 | ||
Senior Notes | |||
Principal payments | |||
2024 | 0 | ||
2025 | 0 | ||
2026 | 0 | ||
2027 | 300,000 | ||
2028 | 0 | ||
Thereafter | 0 | ||
Total | 300,000 | $ 300,000 | |
Interest payments | |||
2024 | 29,250 | ||
2025 | 29,250 | ||
2026 | 29,250 | ||
2027 | 14,625 | ||
2028 | 0 | ||
Thereafter | 0 | ||
Total | $ 102,375 | ||
Total commitments | |||
Interest rate | 9.75% |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) staffMember product | |
Revenue from Contract with Customer [Abstract] | |
Number of primary products | product | 3 |
Number of staff photographers and videographers (in employees) | staffMember | 110 |
Contract with customer, liability, revenue recognized | $ | $ 139.3 |
REVENUE - Revenue by Product (D
REVENUE - Revenue by Product (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Total Revenue | $ 916,555 | $ 926,244 | $ 918,688 |
Creative | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | 578,727 | 585,398 | 596,917 |
Editorial | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | 320,643 | 325,779 | 306,631 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | $ 17,185 | $ 15,067 | $ 15,140 |
REDEEMABLE PREFERRED STOCK (Det
REDEEMABLE PREFERRED STOCK (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jul. 22, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||||
Redeemable preferred stock | $ 0 | $ 614,996 | $ 0 | |
Dividends declared and issued, value | $ 43,200 | $ 71,400 | ||
Dividends declared and issued (in shares) | 38,109 | 70,574 | ||
Redemption percentage | 105% | |||
Value of increase in the redemption value immediately prior to the closing | $ 26,700 | |||
Redeemable Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Number of shares authorized | 900,000 | |||
Par value per share (in dollars per share) | $ 0.01 | |||
Dividends declared and issued, value | $ 43,218 | $ 71,393 | ||
Getty Images Holdings, Inc | Class A common stock | ||||
Temporary Equity [Line Items] | ||||
Redeemable preferred stock | $ 615,000 | |||
Number of shares issued for payments for retirement of redeemable preferred stock | 15,000,000 | |||
Value of shares issued as payments for retirement of redeemable preferred stock | $ 140,200 |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) (Details) | 1 Months Ended | |||
Jul. 22, 2022 vote $ / shares shares | Aug. 31, 2022 shares | Dec. 31, 2023 shares | Dec. 31, 2022 shares | |
Class of Stock [Line Items] | ||||
Number of authorized shares (in shares) | 2,006,140,000 | |||
Par value per share, (in dollars per share) | $ / shares | $ 0.0001 | |||
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | |
Sponsor Side Letter | ||||
Class of Stock [Line Items] | ||||
Trading days for volume weighted average price of shares | 20 days | |||
Consecutive trading days for volume weighted average price of shares | 30 days | |||
Class A common stock | ||||
Class of Stock [Line Items] | ||||
Common stock, authorized (in shares) | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | |
Common stock, votes per share (in votes) | vote | 1 | |||
Number of shares converted | 5,140,000 | |||
Issuance of common stock upon vesting of earn-out shares (in shares) | 58,999,956 | |||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, authorized (in shares) | 5,140,000 | 5,100,000 | 5,100,000 | |
Common stock, votes per share (in votes) | vote | 1 | |||
Series B-1 common stock | Sponsor Side Letter | ||||
Class of Stock [Line Items] | ||||
Number of shares upon conversion | 2,570,000 | |||
Threshold for volume weighted average price (in dollars per share) | $ / shares | $ 12.50 | |||
Series B-2 common stock | Sponsor Side Letter | ||||
Class of Stock [Line Items] | ||||
Number of shares upon conversion | 2,570,000 | |||
Threshold for volume weighted average price (in dollars per share) | $ / shares | $ 15 |
EQUITY-BASED COMPENSATION - Nar
EQUITY-BASED COMPENSATION - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Capitalized stock-based compensation expense | $ 3,000,000 | $ 300,000 | |
Intrinsic value of stock options exercised | 14,900,000 | 14,800,000 | $ 0 |
Fair value of time-based awards that vested | 3,800,000 | 7,900,000 | 6,700,000 |
Total unrecognized compensation expense | $ 6,600,000 | ||
Total unrecognized compensation expense, weighted average period | 2 years 1 month 6 days | ||
Restricted Stock Units (RSUs) | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total unrecognized compensation expense, weighted average period | 2 years 2 months 8 days | ||
Total unrecognized compensation expense | $ 24,600,000 | ||
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 reserved for future issuance | 51,104,577 | ||
Number of shares available to be issued | 7,750,436 | ||
Equity Incentive Plan 2022 | Minimum | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Equity Incentive Plan 2022 | Maximum | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Award vesting period | 4 years | ||
Earn Out Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of shares reserved for future issuance | 6,000,000 | ||
Number of shares available to be issued | 1,431,582 | ||
Earn Out Plan | Restricted Stock Units (RSUs) | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total unrecognized compensation expense | $ 0 | ||
2022 Employee Stock Purchase Plan | Employee Stock | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of shares reserved for future issuance | 5,000,000 | ||
Number of shares available to be issued | 4,600,000 | ||
Purchase period | 6 months | ||
Purchase price of common stock, percent of market price | 85% | ||
Maximum contribution rate | 10% | ||
Selling, General and Administrative Expenses | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Equity-based compensation, net of forfeitures | $ 40,600,000 | $ 9,500,000 | $ 6,400,000 |
EQUITY_BASED COMPENSATION - Sto
EQUITY‑BASED COMPENSATION - Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of awards | |||
Outstanding, beginning balance (in shares) | 29,935,000 | 33,602,000 | |
Granted (in shares) | 2,936,000 | 978,000 | |
Exercised (in shares) | (5,017,000) | (2,959,000) | |
Pre-vesting forfeitures (in shares) | (32,000) | (1,659,000) | |
Post-vesting cancellations (in shares) | (31,000) | (27,000) | |
Outstanding, ending balance (in shares) | 27,791,000 | 29,935,000 | 33,602,000 |
Weighted Average Exercise Price | |||
Outstanding at the beginning (in dollars per share) | $ 3.08 | $ 3.11 | |
Granted (in dollars per share) | 6.49 | 6.18 | |
Exercised (in dollars per share) | 3 | 4.36 | |
Pre-vesting forfeitures (in dollars per share) | 4.94 | 3.32 | |
Post-vesting cancellations (in dollars per share) | 6 | 2.77 | |
Outstanding at the end (in dollars per share) | $ 3.45 | $ 3.08 | $ 3.11 |
Remaining Average Contractual Life (in Years) | |||
Outstanding, remaining average contractual life | 5 years 1 month 13 days | 5 years 10 months 6 days | 5 years 10 months 13 days |
Exercisable (in shares) | 23,845,000 | ||
Exercisable, weighted average exercise price (in dollars per share) | $ 3.02 | ||
Exercisable, remaining average contractual life | 4 years 6 months | ||
Vested and expected to vest (in shares) | 27,775,000 | ||
Vested and expected to vest, weighted average exercise price (in dollars per share) | $ 3.45 | ||
Vested and expected to vest, remaining average contractual life | 5 years 1 month 13 days | ||
Legacy Getty 2012 Plan | |||
Remaining Average Contractual Life (in Years) | |||
Non-stock option equity awards outstanding (in shares) | 3,635 | ||
Previously Reported | |||
Number of awards | |||
Outstanding, beginning balance (in shares) | 26,271,000 | ||
Outstanding, ending balance (in shares) | 26,271,000 | ||
Weighted Average Exercise Price | |||
Outstanding at the beginning (in dollars per share) | $ 3.98 | ||
Outstanding at the end (in dollars per share) | $ 3.98 | ||
Remaining Average Contractual Life (in Years) | |||
Outstanding, remaining average contractual life | 5 years 10 months 13 days | ||
Retroactive application of recapitalization | |||
Number of awards | |||
Outstanding, beginning balance (in shares) | 7,331,000 | ||
Outstanding, ending balance (in shares) | 7,331,000 | ||
Weighted Average Exercise Price | |||
Outstanding at the beginning (in dollars per share) | $ (0.87) | ||
Outstanding at the end (in dollars per share) | $ (0.87) |
EQUITY_BASED COMPENSATION - Int
EQUITY‑BASED COMPENSATION - Intrinsic Value of Stock Options (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Share-Based Payment Arrangement [Abstract] | ||
Stock options outstanding | $ 56,534 | $ 75,888 |
Stock options exercisable | 54,944 | 68,431 |
Stock options vested and expected to vest | $ 56,502 | $ 75,704 |
EQUITY_BASED COMPENSATION - S_2
EQUITY‑BASED COMPENSATION - Stock Options, Valuation Assumptions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Weighted average grant date fair value per award (in dollars per share) | $ 2.20 | $ 3.17 | $ 1.19 |
Expected award price volatility | 50% | 50% | 35% |
Risk-free rate of return | 3.70% | 4.15% | 1.15% |
Expected life of awards | 5 years 10 months 20 days | 5 years 8 months 12 days | 6 years 1 month 6 days |
Expected rate of dividends | 0% | 0% | 0% |
EQUITY-BASED COMPENSATION - Res
EQUITY-BASED COMPENSATION - Restricted Stock Units Activity (Details) - Restricted stock units shares in Thousands | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number of awards | |
Outstanding, beginning balance (in shares) | shares | 4,367 |
Granted (in shares) | shares | 3,567 |
Vested (in shares) | shares | (2,048) |
Cancelled (in shares) | shares | (242) |
Outstanding, ending balance (in shares) | shares | 5,644 |
Weighted Average Grant-Date Fair Value | |
Outstanding at the beginning (in dollars per share) | $ / shares | $ 5.58 |
Granted (in dollars per share) | $ / shares | 4.80 |
Vested (in dollars per share) | $ / shares | 5.55 |
Cancelled (in dollars per share) | $ / shares | 5.08 |
Outstanding at the end (in dollars per share) | $ / shares | $ 5.12 |
Earn Out Plan | |
Number of awards | |
Outstanding, beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 4,568 |
Vested (in shares) | shares | (4,568) |
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 | 4.72 |
Vested (in dollars per share) | $ / shares | 4.72 |
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 shares in Thousands | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number of awards | |
Outstanding, beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 963 |
Vested (in shares) | shares | 0 |
Cancelled (in shares) | shares | 0 |
Outstanding, ending balance (in shares) | shares | 963 |
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 | 0 |
Cancelled (in dollars per share) | $ / shares | 0 |
Outstanding at the end (in dollars per share) | $ / shares | $ 4.76 |
DEFINED CONTRIBUTION EMPLOYEE_2
DEFINED CONTRIBUTION EMPLOYEE BENEFIT PLANS (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) plan | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Defined Contribution Plan Disclosure [Line Items] | |||
Minimum period of service for participating in the plan | 3 months | ||
Defined contribution plan | $ | $ 7.8 | $ 7.4 | $ 8.3 |
UNITED STATES | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution plans (in plans) | 1 | ||
Minimum age for auto-enrollment to plan | 18 years | ||
Percentage of employer participant matching contribution | 100% | ||
Percentage of each participant's contribution | 4% | ||
UNITED KINGDOM | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution plans (in plans) | 1 | ||
Percentage of employer participant matching contribution | 5% | ||
Percentage of minimum employee contribution | 3% | ||
Maximum | Canada | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Percentage of employer matching contribution | 3% |
LEASES - Additional Information
LEASES - Additional Information on Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | |
Leases [Abstract] | |||
Right of use asset | $ 41,098 | $ 47,231 | $ 53,100 |
Lease liabilities | 9,780 | 10,094 | |
Lease liabilities, non-current | 39,858 | 46,218 | |
Total lease liabilities | $ 49,638 | $ 56,312 | $ 61,300 |
Weighted average remaining lease term | 5 years 10 months 24 days | 6 years 3 months 18 days | |
Weighted average discount rate | 5.70% | 5.60% | |
Cash paid for amounts included in lease liabilities | $ 13,391 | $ 14,150 | |
Right of use asset obtained in exchange for lease obligation upon adoption | 0 | 53,076 | |
Right of use asset obtained in exchange for lease obligations | $ 2,591 | $ 6,050 |
LEASES - Maturities of Lease Li
LEASES - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 |
Leases [Abstract] | |||
2024 | $ 12,377 | ||
2025 | 12,941 | ||
2026 | 7,416 | ||
2027 | 6,289 | ||
2028 | 5,382 | ||
Thereafter | 14,644 | ||
Total undiscounted lease payments | 59,049 | ||
Less: imputed interest | (9,411) | ||
Total lease liabilities | $ 49,638 | $ 56,312 | $ 61,300 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease costs related to short-term leases | $ 8,900 | $ 10,000 | $ 11,800 |
Impairment of right of use assets | $ 314 | $ 2,600 |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income (Loss) before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (67,496) | $ (95,489) | $ 104,984 |
Foreign | 40,591 | 61,972 | 31,142 |
(LOSS) INCOME BEFORE INCOME TAXES | $ (26,905) | $ (33,517) | $ 136,126 |
INCOME TAXES - Components of _2
INCOME TAXES - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
United States | $ 26,720 | $ 20,652 | $ 22,321 |
Foreign | 1,823 | 9,487 | (7,756) |
Total current income tax expense (benefit) | 28,543 | 30,139 | 14,565 |
Deferred: | |||
United States | (15,169) | 13,356 | 4,698 |
Foreign | (59,856) | 631 | (534) |
Total deferred income tax expense (benefit) | (75,025) | 13,987 | 4,164 |
Total provision for income tax expense | $ (46,482) | $ 44,126 | $ 18,729 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | ||||
Unrecognized tax benefits | $ 20,155 | $ 28,967 | $ 33,425 | $ 47,637 |
Gross unrecognized tax benefits, if fully recognized, would affect our effective tax rate | 19,300 | |||
Estimated reserves for uncertain tax positions may be released in the next 12 months | 6,900 | |||
Interest and penalties related to liabilities for uncertain tax positions in income tax expense | 3,500 | 900 | 5,300 | |
Total accrued interest and penalties relating to uncertain tax positions | 8,900 | 12,400 | $ 13,300 | |
Deferred tax assets, valuation allowance | 168,185 | 216,745 | ||
UNITED STATES | ||||
Income Tax Contingency [Line Items] | ||||
Deferred tax assets, valuation allowance | 148,900 | $ 126,700 | ||
IRELAND | ||||
Income Tax Contingency [Line Items] | ||||
Increase (decrease) in valuation allowance | $ (65,500) |
INCOME TAXES - Effective Income
INCOME TAXES - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax expense (benefit) at the statutory rate | $ (5,651) | $ (7,039) | $ 28,586 |
Effect of: | |||
State taxes, net of federal benefit | (1,736) | (3,092) | 3,632 |
Tax impact of foreign earnings and losses | 11,524 | 11,453 | (10,171) |
Stock-based compensation | 3,633 | 2,230 | 236 |
Nondeductible net loss on fair value adjustment for warrant liabilities | 0 | 34,659 | 0 |
Valuation allowance | (49,425) | 12,223 | 1,532 |
Tax credits | (5,284) | (6,852) | (5,030) |
Other, net | 457 | 544 | (56) |
Total provision for income tax expense | $ (46,482) | $ 44,126 | $ 18,729 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Uncertain tax benefits, beginning of year | $ 28,967 | $ 33,425 | $ 47,637 |
Gross increase to tax positions related to prior years | 338 | 31 | 121 |
Gross decrease to tax positions related to prior years | (36) | (1,109) | (413) |
Gross increase to tax positions related to the current year | 2,036 | 675 | 2,204 |
Gross decrease to tax positions related to the current year | 0 | 0 | 0 |
Settlements | (4,636) | 0 | 0 |
Lapse of statute of limitations | (6,514) | (4,055) | (16,124) |
Uncertain tax benefits, end of year | $ 20,155 | $ 28,967 | $ 33,425 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets, Liabilities and Valuation Allowance (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Income tax attributes | $ 242,234 | $ 225,831 |
Accrued liabilities and reserves | 18,874 | 7,109 |
Operating lease liabilities | 9,077 | 10,969 |
Prepaid expenses | 0 | 0 |
Stock-based compensation expense | 5,893 | 6,736 |
Other | 855 | 1,656 |
Gross deferred tax assets | 276,933 | 252,301 |
Less valuation allowance | (168,185) | (216,745) |
Total deferred tax assets | 108,748 | 35,556 |
Deferred tax liabilities | ||
Amortization and depreciation | (44,932) | (43,556) |
Operating lease assets | (7,598) | (9,139) |
Prepaid expenses | (3,667) | (1,569) |
Other | (4,731) | (10,095) |
Net deferred tax assets, net of valuation allowance | $ 47,820 | |
Net deferred tax liabilities, net of valuation allowance | $ (28,803) |
INCOME TAXES - Deferred Tax A_2
INCOME TAXES - Deferred Tax Assets with Operating Loss Carryforwards and Expiration Periods (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Deferred Tax Assets | |
Total | $ 85,152 |
Net Operating Loss Carryforwards | |
Total | 643,167 |
United States | |
Deferred Tax Assets | |
Subject to expiration | 9,421 |
Net Operating Loss Carryforwards | |
Subject to expiration | 134,888 |
Foreign | |
Deferred Tax Assets | |
Subject to expiration | 21,345 |
Foreign, expiring between 2025 and 2042 | 54,386 |
Net Operating Loss Carryforwards | |
Subject to expiration | 87,079 |
Foreign, indefinite | $ 421,200 |
INCOME TAXES - U.S. Federal Tax
INCOME TAXES - U.S. Federal Tax Credits with Expiration Periods (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Tax Credit Carryforward [Line Items] | |
Total | $ 44,307 |
Foreign | |
Tax Credit Carryforward [Line Items] | |
Foreign tax credits, expiring between 2023 and 2033 | $ 44,307 |
SEGMENT AND GEOGRAPHIC INFORM_3
SEGMENT AND GEOGRAPHIC INFORMATION - Narrative (Details) - segment | 12 Months Ended | |||
Apr. 01, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | ||||
Number of operating segments | 1 | 1 | 1 | 1 |
Number of reportable segments | 1 | 1 | 1 | |
Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | UNITED STATES | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 51.20% | 51.70% | 48.90% | |
Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | UNITED KINGDOM | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 11.10% | 10.40% | 11.50% | |
Geographic Concentration Risk | Assets, Total | UNITED STATES | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 45.20% | 47% | ||
Geographic Concentration Risk | Assets, Total | IRELAND | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 42.80% | 41.70% |
SEGMENT AND GEOGRAPHIC INFORM_4
SEGMENT AND GEOGRAPHIC INFORMATION - Geographic Revenue based on Customer Location (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total Revenue | $ 916,555 | $ 926,244 | $ 918,688 |
Americas | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total Revenue | 515,374 | 525,775 | 496,607 |
Europe, the Middle East, and Africa | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total Revenue | 298,589 | 293,673 | 317,435 |
Asia-Pacific | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total Revenue | $ 102,592 | $ 106,796 | $ 104,646 |
SEGMENT AND GEOGRAPHIC INFORM_5
SEGMENT AND GEOGRAPHIC INFORMATION - Long-lived Assets by Geographic Location (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 179,379 | $ 172,083 |
Americas | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 89,728 | 87,819 |
Europe, the Middle East, and Africa | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 89,164 | 83,928 |
Asia-Pacific | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 487 | $ 336 |
NET INCOME (LOSS) PER SHARE A_3
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS - Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |||
NET INCOME (LOSS) | $ 19,577 | $ (77,643) | $ 117,397 |
Net income (loss) attributable to noncontrolling interest | 238 | (89) | 329 |
Premium on early redemption of Redeemable Preferred Stock | 0 | 26,678 | 0 |
Redeemable Preferred Stock dividend | 0 | 43,218 | 71,393 |
NET INCOME (LOSS) ATTRIBUTABLE TO GETTY IMAGES HOLDINGS, INC. | $ 19,339 | $ (147,450) | $ 45,675 |
Weighted-average Class A common stock outstanding: | |||
Basic (in shares) | 399,037,805 | 276,942,660 | 196,084,650 |
Effect of dilutive securities (in shares) | 12,457,220 | 0 | 5,422,705 |
Diluted (in shares) | 411,495,025 | 276,942,660 | 201,507,355 |
Net income (loss) per share of Class A common stock attributable to Getty Images Holdings, Inc. common stockholders: | |||
Basic (in dollars per share) | $ 0.05 | $ (0.53) | $ 0.23 |
Diluted (in dollars per share) | $ 0.05 | $ (0.53) | $ 0.23 |
NET INCOME (LOSS) PER SHARE A_4
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities (in shares) | 6,760,358 | 34,302,400 | 13,826,565 |
Common stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities (in shares) | 4,424,674 | 29,934,987 | 13,826,565 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities (in shares) | 2,335,684 | 4,367,413 | 0 |