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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 000-23747
GETTY IMAGES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 98-0177556
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
701 N. 34TH STREET
SUITE 400
SEATTLE, WASHINGTON 98103
(206) 268 2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF PRINCIPAL EXECUTIVE OFFICES)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding twelve months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past ninety days. Yes X No
--- ---
As of April 28, 2000, there were 48,707,832 shares of the Registrant's
common stock, par value $0.01 per share, outstanding.
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GETTY IMAGES, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE
THREE MONTHS ENDED MARCH 31, 2000
PAGE
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures about Market Risk 16
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 17
Item 2. Changes in Securities and Use of Proceeds 17
Item 5. Other Information 17
Item 6. Exhibits and Reports on Form 8-K 17
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GETTY IMAGES, INC.
PART I.
FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
GETTY IMAGES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED
-----------------------------------
MARCH 31, 2000 MARCH 31, 1999
-------------- --------------
(IN THOUSANDS EXCEPT PER SHARE DATA)
Sales ................................................. $ 104,825 $ 52,150
Cost of sales ......................................... 30,518 13,841
-------------- --------------
GROSS PROFIT .......................................... 74,307 38,309
-------------- --------------
Selling, general and administrative expenses .......... 60,429 28,724
Amortization of intangibles ........................... 25,035 10,224
Depreciation .......................................... 10,202 4,606
Integration and restructuring costs ................... 4,191 --
-------------- --------------
99,857 43,554
-------------- --------------
LOSS FROM OPERATIONS .................................. (25,550) (5,245)
Interest expense, net ................................. (1,082) (811)
Debt conversion expense ............................... (6,689) --
Exchange losses, net .................................. (515) (391)
Other expense, net .................................... (19) --
-------------- --------------
LOSS BEFORE INCOME TAXES .............................. (33,855) (6,447)
Income tax expense/(benefit) .......................... (1,134) 1,435
-------------- --------------
LOSS BEFORE EXTRAORDINARY ITEM ........................ (32,721) (7,882)
Extraordinary item .................................... 384 --
-------------- --------------
NET LOSS .............................................. $ (32,337) $ (7,882)
============== ==============
Basic and diluted loss per share before
extraordinary item .................................. $ (0.69) $ (0.26)
Extraordinary item .................................... .01 --
-------------- --------------
Basic and diluted net loss per share .................. $ (0.68) $ (0.26)
============== ==============
Shares used in computing basic and diluted
loss per share ...................................... 47,569,300 30,648,000
============== ==============
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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GETTY IMAGES, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 2000 DECEMBER 31, 1999
------------------ -----------------
(IN THOUSANDS)
ASSETS
CURRENT ASSETS
Cash and cash equivalents ............................. $ 105,055 $ 105,356
Accounts receivable, net .............................. 86,735 64,742
Prepaid expenses and other assets ..................... 41,781 29,054
Inventories, net ...................................... 5,868 4,970
Deferred tax assets ................................... 4,000 4,953
------------ ------------
TOTAL CURRENT ASSETS .................................. 243,439 209,075
Property and equipment, net ........................... 109,979 104,193
Intangible assets, net ................................ 801,872 608,016
Investments ........................................... 2,172 2,338
Deferred tax assets ................................... 26,492 15,947
------------ ------------
TOTAL ASSETS .......................................... $ 1,183,954 $ 939,569
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank overdraft ........................................ $ 2,568 $ --
Accounts payable ...................................... 82,778 42,915
Accrued expenses ...................................... 25,142 42,329
Income taxes payable .................................. 4,763 2,953
Current portion of long-term debt ..................... 787 3,879
------------ ------------
TOTAL CURRENT LIABILITIES ............................. 116,038 92,076
Long-term debt ........................................ 283,800 101,802
------------ ------------
TOTAL LIABILITIES ..................................... 399,838 193,878
------------ ------------
STOCKHOLDERS' EQUITY
Common stock .......................................... 479 452
Exchangeable preferred stock .......................... 15 15
Additional paid-in capital ............................ 915,031 841,320
Accumulated deficit ................................... (128,429) (96,092)
Accumulated other comprehensive loss .................. (2,980) (4)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY ............................ 784,116 745,691
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ............ $ 1,183,954 $ 939,569
============ ============
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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GETTY IMAGES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)
NO. OF
NO. OF SHARES OF ACCUMULATED
SHARES OF EXCHANGEABLE EXCHANGEABLE ADDITIONAL OTHER
COMMON PREFERRED COMMON PREFERRED PAID-IN ACCUMULATED COMPREHENSIVE
STOCK STOCK STOCK STOCK CAPITAL DEFICIT LOSS TOTAL
--------- ------------ ------- ------------ ---------- ----------- ------------- --------
BALANCE AT DECEMBER 31, 1999 45,266 1,453 $ 452 $ 15 $ 841,320 $ (96,092) $ (4) $745,691
Exercise of stock options 504 5 6,398 6,403
Tax benefit related to stock
options exercises 4,613 4,613
Shares issued on debt conversion 2,187 21 60,400 60,421
Shares issued on acquisition of
Subsidiary 50 1 2,300 2,301
Net loss (32,337) (32,337)
Foreign currency translation
adjustments, net (2,976) (2,976)
------- -------- ------ ------ --------- --------- ------- --------
Balance at March 31, 2000 48,007 1,453 $ 479 $ 15 $ 915,031 $(128,429) $(2,980) $784,116
======= ======== ====== ====== ========= ========= ======= ========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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GETTY IMAGES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED
-------------------------------------
MARCH 31, 2000 MARCH 31, 1999
--------------- ---------------
(IN THOUSANDS)
CASH USED IN OPERATING ACTIVITIES ................................. $ (2,604) $ (1,517)
--------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
Business acquisitions, net of cash acquired ................. (220,716) --
Purchase of property and equipment .......................... (12,658) (7,631)
Other ....................................................... 369 --
--------------- ---------------
CASH USED IN INVESTING ACTIVITIES ................................. (233,005) (7,631)
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of debt ............................................ 250,000 --
Payment of debt issuance costs .............................. (7,908) --
Payments on principal balance of debt ....................... (2,650) (94)
Proceeds from issuance of common stock ...................... 6,338 708
Payments on debt conversion inducement ...................... (6,689) --
Other ....................................................... 100 --
--------------- ---------------
CASH PROVIDED BY FINANCING ACTIVITIES ............................. 239,191 614
--------------- ---------------
Net decrease in cash and cash equivalents
......................... (301) (8,534)
Exchange rate differences arising from translation of foreign
currency balances ............................................... (3,883) 633
Cash and cash equivalents
-- beginning of period ............................................ 105,356 16,150
--------------- ---------------
-- end of period .................................................. $ 105,055 $ 8,249
=============== ===============
Non-Cash Investing and Financing Activities:
Conversion of convertible notes to common stock, net
of debt issue costs ........................................... $ 60,421
Acquisition of subsidiary for common stock ...................... 2,300
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME/(LOSS)
THREE MONTHS ENDED
-------------------------------------
MARCH 31, 2000 MARCH 31, 1999
--------------- ---------------
(IN THOUSANDS)
Net loss ...................................... $ (32,337) $ (7,882)
Foreign currency translation adjustments,
net of tax .................................. (2,976) (2,653)
--------------- ---------------
COMPREHENSIVE LOSS ............................ $ (35,313) $ (10,535)
=============== ===============
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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GETTY IMAGES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The unaudited condensed consolidated financial statements of Getty Images, Inc.
and its consolidated subsidiaries (collectively, the "Company") presented herein
have been prepared by the Company in accordance with the rules and regulations
of the Securities and Exchange Commission and therefore, do not include all the
information and note disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles. The
statements should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 1999 (the "Annual Report"), that was filed
with the Commission on March 30, 2000. In the opinion of management, the
accompanying condensed consolidated financial statements include all adjustments
(consisting only of normal recurring adjustments) necessary to present fairly
the Company's financial position and results of operations. The results of the
operations for the three months ended March 31, 2000 and 1999 may not be
indicative of the results that may be expected or achieved for the full fiscal
year.
The year end condensed consolidated balance sheet data was derived from audited
financial statements but does not include all disclosures required by generally
accepted accounting principles.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued SFAS 133,
"Accounting for Derivative Instruments and Hedging Activities." The standard
requires that an entity recognize all derivatives as either assets or
liabilities and measure those instruments at fair value. The new rules will be
effective for fiscal years beginning after June 15, 2000. The Company does not
believe that the new standard will have a material impact on its financial
results.
In December 1999, SEC Staff Accounting Bulletin No. 101 ("SAB 101"), Revenue
Recognition in Financial Statements, was issued. This pronouncement summarizes
certain of the SEC staff's views in applying generally accepted accounting
principles to revenue recognition. SAB 101 is required to be adopted no later
than the second fiscal quarter of fiscal 2000. We have reviewed the impact of
this pronouncement and determined the impact to be immaterial.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF CONSOLIDATION
The accompanying consolidated financial statements include Getty Images, Inc.
and its wholly owned subsidiaries from the date of acquisition. All material
intercompany accounts and transactions have been eliminated in the consolidated
financial statements.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles in the United States requires management to make
estimates that effect the reported amounts of assets and liabilities in the
financial statements and disclosure of contingent assets and liabilities at the
date of the financial statements. Examples of estimates subject to possible
revision based upon the outcome of future events include depreciation of
property and equipment, amortization of intangibles, income tax liabilities,
the valuation allowance against the deferred tax assets and the allowance for
the doubtful accounts. Actual results could differ from those estimates.
INTANGIBLE ASSETS
Goodwill and other intangibles are amortized on a straight-line basis over
their estimated lives of between 3 to 30 years. Goodwill represents the excess
of purchase price and related costs over the fair value of the net assets of
businesses acquired. The value of goodwill and other intangibles is reviewed
annually in relation to the operating performance and future undiscounted
cashflows of the underlying businesses, and a charge to the consolidated
statement of operations is made where a permanent diminution in value is
identified. Management believes that there has been no impairment in the value
of goodwill and other intangible assets as reflected in the Company's
consolidated financial statements as of March 31, 2000.
PROVISION FOR INCOME TAXES
The Company provides for income taxes on an interim basis using its estimated
effective annual income tax rate. Excluding debt conversion expense and the
amortization of intangibles, which are largely non-deductible for tax purposes,
the Company provided for income taxes at an effective annual tax rate of 39.6%
and 39.4% in 2000 and 1999, respectively.
NET LOSS PER SHARE
Basic and diluted loss per share for the three-month period ended March 31, 2000
is computed on the basis of 47,569,300 weighted average number of shares issued.
Basic and diluted loss per share for the three-month period ended March 31, 1999
is computed on the basis of 30,648,000 weighted average number of shares issued.
Options and convertible securities are excluded from the computation because of
their antidilutive effect.
3. INTEGRATION AND RESTRUCTURING CHARGES
In 1999, the Company approved and commenced a program to integrate all the
Company's businesses into four divisions to serve its four major types of
customers. As a result, incremental integration and restructuring charges were
incurred.
Integration costs incurred in the three-month period ended March 31, 2000 in
connection with the program, totalled $4.2 million. The costs were associated
with the activities of teams responsible for integrating the various businesses
of the Company for the benefit of future operations and included items such as
consulting and professional fees and systems and process integration
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costs. Such costs have been expensed as incurred. Integration costs incurred
during the three-month period ended March 31, 2000 were:
(IN THOUSANDS)
Consulting and professional services ... $ 977
Systems and process integration costs .. 2,573
Contract terminations costs ............ 641
-------
$ 4,191
=======
Restructuring costs accrued at December 31, 1999 have been utilized in the
three-month period ended March 31, 2000, as follows:
BEGINNING ENDING
PROVISION UTILIZED PROVISION
--------- --------- ---------
(IN THOUSANDS)
Property exit costs ................. $1,155 $ 47 $1,108
Employee termination costs .......... 1,311 182 1,129
Contract termination costs .......... 466 -- 466
------ ------ ------
$2,932 $ 229 $2,703
====== ====== ======
The charge for employee termination costs in the three month period ended March
31, 2000, is analyzed as follows:
OPERATIONAL
MANAGEMENT STAFF TOTAL
---------- ------------ -----
(DOLLARS IN THOUSANDS)
Employee termination costs $ 107 $ 75 $ 182
====== ====== ======
Number of employees 1 2 3
====== ====== ======
The unutilized provision at March 31, 2000 related to property exit, employee
termination, and contract termination costs will be substantially utilized
during the remainder of 2000.
4. FOREIGN CURRENCY TRANSLATION
Unrealized net exchange losses of $1,337,600 and $1,850,000 for the three-month
periods ended March 31, 2000 and 1999, respectively, arose on the translation
of certain intercompany foreign currency transactions deemed to be long-term in
nature. There is no plan to settle these transactions in the foreseeable future.
Consequently, they are reported in the same manner as foreign currency
translation adjustments in accumulated other comprehensive loss in accordance
with SFAS 52 "Foreign Currency Translation."
5. SEGMENT INFORMATION
Getty Images operates in one business segment and all material intercompany
transactions are eliminated in consolidation.
6. EXTRAORDINARY ITEM
In January of 2000, the Company retired $3.3 million of debt of a subsidiary at
a discount prior to maturity. This resulted in a gain of $384,000, net of income
taxes of $251,000.
7. NOTES PAYABLE AND LONG-TERM DEBT
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CONVERSION OF NOTES INTO COMMON SHARES
In March of 2000, the Company induced the voluntary redemption of $75 million in
outstanding 4.75% convertible subordinated notes due in 2003. Holders of $62.3
million principal amount of the notes converted their notes into 2,187,034
shares of the Company's common stock.
Associated with the redemption, the Company paid the noteholders a cash premium
of approximately $6.7 million. This premium is included in the statement of
operations as debt conversion expenses. The carrying value of the debt, net of
issuance costs of $1.9 million, was credited to common stock and additional paid
in capital.
ISSUANCE OF 5% CONVERTIBLE SUBORDINATED NOTES
On March 13, 2000, the Company issued $250 million of 5% convertible
subordinated notes due March 15, 2007. These notes are subordinated to senior
indebtedness of the Company and to all debt and liabilities, including trade
payables and lease obligations, if any, of the Company's subsidiaries. The 5%
notes rank pari passu in right of payment to the 4.75% notes that were not
converted into common stock. Interest is payable on March 15 and September 15,
beginning on September 15, 2000.
The Notes are convertible into common stock at $61.08 per share. The Company may
redeem the notes, in whole or in part, at any time on or after March 20, 2003 at
specified redemption prices ranging from 102.857% beginning on March 20, 2003 to
100.714% beginning on March 15, 2006.
A substantial portion of the proceeds of the notes was used to fund the
acquisition of VCG.
8. ACQUISITIONS
On March 22, 2000, the Company acquired Visual Communications Group Holdings,
Ltd., VCG Holdings LLC, and Definitive Stock, Inc. from their parent, Visual
Communications Group (VCG) B.V. (a subsidiary of United News Media PLC); and VCG
Deutschland GmbH from its parent United News & Media Plc (collectively "VCG")
for $204.7 million and the assumption and payment of $18.7 million of debt. An
additional $3.5 million of costs were incurred and included in the purchase
price.
The purchase was funded principally through the issuance of $250 million of 5%
convertible subordinated notes due in 2007. The transaction was accounted for
using the purchase method of accounting. Accordingly, the results of operations
since the date of acquisition have been included with those of the Company.
On January 31, 2000, the Company issued an aggregate of 49,565 shares of its
common stock in exchange for all of the issued and outstanding capital stock of
i/us Corporation, an Ontario corporation. The transaction was accounted for
using the purchase method of accounting. Accordingly, the results of operations
since the date of acquisition have been included with those of the company.
Goodwill of $201 million arising from these acquisitions will be amortized over
ten years.
Certain of the information related to the acquisitions is based upon preliminary
data and is subject to change.
The following unaudited pro forma information shows the results of the Company
for the three-month periods ended March 31, 2000 and March 31, 1999,
respectively, on the basis that the VCG acquisition had taken place at the
beginning of each of the periods presented. The pro forma information includes
adjustments related to the financing of the acquisitions, including the issuance
of $250 million of the 5% convertible subordinated notes, the effect of
amortizing goodwill and other intangible assets acquired, as well as the related
tax effects. The pro forma results of operations are unaudited, have been
prepared for comparative purposes only, and do not purport to indicate the
results of operations which would have actually occurred had the combinations
been in effect on the dates indicated or which may occur in the future.
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
-------------------------------
2000 1999
--------- ---------
(IN THOUSANDS EXCEPT
SHARE AND PER SHARE DATA)
Sales $ 124,931 $ 74,055
Loss before extraordinary item (35,143) (13,001)
Extraordinary item, net of tax 384
Net Loss (34,759) (13,001)
Basic and diluted loss per share
before extraordinary item $ (0.74) $ (0.42)
Extraordinary item per share .01 --
Basic and diluted net loss
per share $ (0.73) $ (0.42)
Shares used in computing basic
and diluted loss per share 47,569,300 30,648,000
9. SUBSEQUENT EVENTS
Effective May 12, 2000, Christopher Roling resigned as our Senior Vice
President of Finance, Chief Financial Officer and Secretary. Effective May 13,
2000, Steve Cristallo, the Company's current Vice President of Group Tax, will
serve as the Company's acting Chief Financial Officer until a permanent
replacement for Mr. Roling is hired.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THE FOLLOWING SHOULD BE READ IN CONJUNCTION WITH OUR UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS AND THE NOTES THERETO, AND OTHER FINANCIAL INFORMATION
CONTAINED ELSEWHERE IN THIS REPORT ON FORM 10-Q. IN THE FOLLOWING DISCUSSION,
REFERENCES TO THE "COMPANY" "WE", "US" AND "OUR" ARE TO GETTY IMAGES, INC. ALL
FINANCIAL DATA REFERRED TO IN THE FOLLOWING DISCUSSION HAS BEEN PREPARED IN
ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (U.S.
GAAP).
IN ADDITION TO HISTORICAL INFORMATION, THE DISCUSSION IN THIS SECTION MAY
CONTAIN CERTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES.
THE FORWARD-LOOKING STATEMENTS RELATE TO, AMONG OTHER THINGS, OPERATING RESULTS,
TRENDS IN SALES, GROSS PROFIT, OPERATING EXPENSES, EFFECTIVE TAX RATES,
ANTICIPATED EXPENSES, LIQUIDITY AND CAPITAL RESOURCES, AND THE EFFECT OF FOREIGN
CURRENCY HEDGING TRANSACTIONS. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM
THOSE ANTICIPATED BY THESE FORWARD-LOOKING STATEMENTS DUE TO FACTORS INCLUDING,
BUT NOT LIMITED TO, THOSE SET FORTH UNDER "ITEM 1 BUSINESS - G. FACTORS THAT MAY
AFFECT THE BUSINESS" IN OUR FORM 10-K.
OVERVIEW
Founded in March 1995 as Getty Communications plc, Getty Images, Inc. is a
leading global visual content provider, offering imagery and related products
over the Internet and through a diverse set of distribution channels and media
including digital downloads, CD ROMs, demonstration reels and catalogs. We
estimate we control over 70 million still images and more than 30,000 hours of
film footage. We own or control visual content across major categories of the
industry. Through our e-commerce enabled websites and our international network
of company-operated offices, as well as agents, distributors and affiliates in
51 countries, we provide both businesses and consumers with effective access to
image and footage products.
Our visual content product brands are organized into the following divisions to
serve our four major types of customers:
- Creative Professional Division ("gettyone"). Stone and PhotoDisc, leaders
in licensed and royalty-free contemporary stock photography; The Image
Bank, a leading global provider of contemporary stock photography and film
footage; Visual Communications Group, a leading global provider of stock
photography with several specialty image collections; and Energy Film
Library, a leading provider of stock film footage.
- Press and Editorial Division ("gettysource"). Allsport, a leading global
provider of sports imagery; Liaison Agency, a leading North American news
and feature agency; Hulton Getty, one of the world's largest commercially
available collections of European archival photography; Archive, one of the
world's largest commercially available collections of North American
archival photography; Online USA, a leading provider of celebrity news and
event photography over the Internet; and Newsmakers, a provider of digital
images to the press and editorial market.
- Business User Division ("gettyworks"). EyeWire, a leading provider of
royalty-free imagery, footage, audio, typefaces, illustration, clip art,
and other design products to business and small office/home office (SOHO)
users; and i/us, a provider of specialty graphics and publishing tools to
website developers, designers and graphics users.
- Consumer Division. Art.com, a leading destination for framed and unframed
art and art-related supplies for consumers on the Internet; and American
Royal Arts, a leading provider of animation art.
Our sales are primarily derived from the marketing of image reproduction and
broadcasting rights to a range of business customers. Sales generally consist of
a large number of relatively small transactions involving the sale or licensing
of single images, video and film clips or CD ROM products containing between 100
and 300 images. We use a variety of distribution platforms, including digital
distribution via the Internet and CD ROMs as well as analog distribution of 35mm
film, video and analog transparencies. Price is generally determined by
resolution size and the extent of rights granted over the use of the image or
clip and can vary significantly across geographic markets and customer groups.
We also generate sales from subscription or bulk purchase deals where customers
are provided access to imagery online. In the case of our consumer business, we
principally sell framed and unframed art products to consumers over the Internet
with payment typically made by credit card.
Revenue arises from three principal types of sales:
Fixed license sales are recognized when a license agreement has been completed
with the customer for the use of the image, and the image has been made
available for use. Fixed license pricing terms do not call for additional fees
beyond the fixed license amount, and our customer is contractually obligated to
pay the fixed license amount upon agreement of the license terms and
availability of the image for use by the customer.
Royalty-free sales, or sales in which the user pays a one-time fee for unlimited
use, are recognized upon the shipment of the CD ROM or at the time images are
downloaded by the customer.
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Consumer sales are recognized upon shipment of the product.
Circumstances in which sales are refunded are rare, and refunds are netted in
the recognition of revenue. Sales are recorded at invoiced amounts less sales
tax, if applicable. "E-commerce" sales are defined as those sales that are
transacted on the Internet.
Our cost of sales primarily consists of commission payments to contributing
photographers and cinematographers. These suppliers are under contract with us
and receive payments of up to 50% of sales depending on the type of product and
where and how the product is sold. We own a significant number of the images in
our collections and these images do not require commission payments. Cost of
sales also includes, to the extent applicable, handling and shipping costs for
duplicate transparencies, the cost of CD ROM production and costs associated
with framing and shipping art products. As a result, our gross margin is
impacted by the mix of sales conducted digitally on the Internet, sales of
wholly-owned imagery, geographic distribution of sales and brand sales mix.
Our selling, general and administrative expenses include salaries and related
staff costs, premises and utility costs, and sales and marketing costs.
We amortize goodwill and depreciate the cost of the investment in duplicate
transparencies, digital files, archival picture collections, computer systems
and other property and equipment over their expected useful lives. The
acquisitions of Art.com in May 1999, EyeWire in August 1999, American Royal Arts
in October 1999 and The Image Bank in November 1999 generated $348.1 million in
goodwill and other intangibles, and the acquisition of Visual Communications
Group in March 2000 generated $197.6 million in goodwill and other intangibles.
Goodwill and other intangibles arising on the acquisitions of The Image Bank and
Visual Communications Group is currently based upon initial estimates of the
fair value of the assets and liabilities of those companies. Our collective
acquisitions will result in a substantial charge to be amortized against our
earnings in future periods. We are amortizing goodwill relating to recent
acquisitions over the following periods: three years for Art.com goodwill; seven
years for EyeWire goodwill; five years for American Royal Arts goodwill; and ten
years for both The Image Bank and Visual Communications Group goodwill. We
amortize other intangibles over one to four years.
As a result of our acquisitions and their financial and goodwill accounting
effects on net income, we believe that EBITDA provides stockholders, investors
and analysts with an appropriate measure of our operating performance. We define
EBITDA as earnings before interest, debt conversion expense, taxes, exchange
gains/(losses), depreciation, amortization, integration and restructuring costs,
extraordinary items and other income/expenses. EBITDA should not be considered
as an alternative to operating income as defined by generally accepted
accounting principles, as an indication of our operating performance, or to cash
flows as a measure of our liquidity.
During 1999, we approved and commenced a program to integrate all our businesses
into four divisions to serve our four major customer segments. During the first
quarter of 2000, we incurred integration costs of $4.2 million associated with
the continuation of our program to integrate our businesses into these four
customer facing divisions as well as additional costs associated with the
integration of The Image Bank. The charges included severance costs, consulting
and professional fees, and systems and process integration costs. We expect
further integration costs to be incurred for these activities as well as the
integration of Visual Communication Group into the Company.
UNAUDITED RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31,
----------------------------
2000 % of sales 1999 % of sales
---------- ---------- ---------- -----------
Income statement data:
Sales ................................................ $ 104,825 100.0% $ 52,150 100.0%
Gross profit ......................................... 74,307 70.9 38,309 73.5
Selling, general and administrative expenses ......... (60,429) (57.6) (28,724) (55.1)
Amortization of intangibles and depreciation ......... (35,237) (33.6) (14,830) (28.4)
Integration and restructuring costs .................. (4,191) (4.0) -- --
Operating loss ....................................... (25,550) (24.4) (5,245) (10.1)
Interest expense, net ................................ (1,082) (1.0) (811) (1.6)
Debt conversion expense .............................. (6,689) (6.4) -- --
Exchange losses, net ................................. (515) (0.5) (391) (0.7)
Other expenses, net .................................. (19) -- -- --
Income tax (expense)/benefit ......................... 1,134 1.1 (1,435) (2.8)
Extraordinary item, net of tax ....................... 384 0.4 -- --
Net loss ............................................. (32,337) (30.8) (7,882) (15.1)
Operating data:
EBITDA(1) ............................................ $ 13,878 13.2% $ 9,585 18.4%
---------- ---------- ---------- -----------
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(1) "EBITDA" is defined as earnings before interest, debt conversion expense,
income taxes, exchange gains and losses, depreciation, amortization, integration
and restructuring costs, extraordinary items, and other income and expenses.
EBITDA should not be considered as an alternative to operating income as defined
by generally accepted accounting principles, as an indicator of our operating
performance or to cash flows as a measure of our liquidity.
SALES
Our total sales increased from $52.2 million in the three months ended March 31,
1999 to $104.8 million in the three months ended March 31, 2000, an increase of
101%. This increase was largely attributable to the continued growth of our base
businesses, consisting of those businesses acquired prior to January 1, 1999,
(we acquired Art.com in May 1999, EyeWire in August 1999, The Image Bank in
November 1999 and Visual Communications Group in March 2000), growth in
e-commerce sales and the inclusion of the acquisitions.
We experienced an increase in the rate of demand for both analog and digital,
search, selection and fulfillment of imagery during the first quarter of 2000.
E-commerce sales more than tripled from $10.3 million, or 19.8% of sales, in the
first quarter of 1999, to $31.5 million, or 30.0% of sales in the first quarter
of 2000 (37.8% of sales excluding The Image Bank and Visual Communications
Group, which are, at this time, almost entirely analog). These increases were
due principally to the growth in e-commerce sales at Allsport, Photodisc, and
Tony Stone Images, particularly in North America. The inclusion of Art.com's and
EyeWire's e-commerce sales since their acquisition in 1999 also contributed to
the increase.
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GROSS PROFIT
Gross profit as a percentage of sales, or gross margin, decreased from 73.5% in
the first quarter of 1999, to 70.9% in the first quarter of 2000. The margin
decrease was primarily attributable to lower margins in the Consumer Channel,
consisting of Art.com and American Royal Arts. Due to the manufacturing nature
of Art.com's supply chain and the fact that a significant amount of product is
being sourced from third parties, gross margins in Art.com of 35% to 50% are
lower than the company average. In addition, the acquisitions of The Image Bank
and Visual Communications Group also slightly diluted our first quarter gross
margin as these businesses also have lower margins than our overall base
business given the analog nature of their business models presently.
Base business gross margin for the first quarter of 2000, excluding all 1999
acquisitions, was 74.5 percent compared with 73.5 percent margin achieved in
the first quarter of 1999. The drivers of this margin improvement include the
increasing sales mix shift to e-commerce and a favorable sales mix.
OPERATING EXPENSES
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses were $28.7 million and $60.4
million in the first quarter of 1999 and the first quarter of 2000,
respectively, representing 55.1% and 57.6% of sales in the respective quarters.
The principal factors contributing to increases in the dollar amounts of
selling, general and administrative expenses during the first quarter of 2000
over the first quarter of 1999 were the inclusion of acquisitions in our
consolidated financial results, continued and accelerated investment in
advertising and marketing costs, particularly in Art.com, and our new websites,
as well as increased investment in management.
We are committed to managing selling, general and administrative expenses as we
further integrate and consolidate our businesses, and implement new integrated
and standardized business systems. As customers increasingly move towards
digital image search, retrieval and payment, we plan to streamline our support
operations. We are also consolidating our offices and other premises throughout
the world as part of the reorganization of our businesses into four divisions
and the integration of our recent acquisitions.
AMORTIZATION OF INTANGIBLES AND DEPRECIATION
Amortization of intangibles increased from $10.2 million in the three months
ended March 31, 1999 to $25.0 million in the three months ended March 31, 2000,
an increase of 145%. This increase was attributable to increased goodwill and
other intangibles that arose primarily from the acquisitions of Art.com in May
1999, EyeWire in August 1999, The Image Bank in November 1999 and Visual
Communications Group in March 2000.
Depreciation increased from $4.6 million in the three months ended March 31,
1999 to $10.2 million in the three months ended March 31, 2000, an increase of
121%. This increase primarily arose from acquisitions together with increased
investment in capital expenditure related to the continued development of our
e-commerce strategy. We expect depreciation to continue to increase as a result
of this increased investment.
INTEGRATION AND RESTRUCTURING COSTS
During the quarter ended March 31, 2000 we continued a program to integrate all
our businesses into four divisions to serve our four major customer segments. In
the quarter ended March 31, 2000, we also commenced a program to integrate The
Image Bank into gettyone, our creative professional division, and Archive into
gettysource. The total integration charges in the quarter ended March 31, 2000
were $4.2 million. The charges included severance costs, consulting and
professional fees, systems and process integration costs, and costs associated
with terminations.
Integration costs of $4.2 million were associated with the activities of teams
responsible for integrating our businesses and included items such as consulting
and professional fees, and systems and process integration costs. Integration
costs were expensed as incurred.
NET EXCHANGE LOSSES
Our operating results are affected by exchange rate fluctuations to the extent
that we have receivables or payables that are denominated in a currency other
than the local currency. Exchange gains or losses arising on the translation of
these balances into local currency or on the settlement of these transactions
are recognized in our income statement.
Our policy is to hedge a substantial majority of our contracted net receivables
and payables using a combination of forward foreign exchange contracts and
foreign currency term loans. Net exchange losses were $391,000 and $515,000 in
the three months ended March 31, 1999 and March 31, 2000, respectively.
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INCOME TAXES
Our income tax provision for the three months ended March 31, 1999 was $1.4
million compared with a $1.1 million tax benefit for the three months ended
March 31, 2000. Excluding the effect of debt conversion expense and the
amortization of intangibles, which are largely non deductible for tax purposes,
we had an effective tax rate of 38.0% in the three months ended March 31, 1999,
as compared to 39.6% in the three months ended March 31, 2000.
Changes in the effective rate of tax are due to variations in the profit mix and
tax rates in the countries and states in which we operate.
EBITDA
EBITDA increased from $9.6 million in the three months ended March 31, 1999 to
$13.9 million in the three months ended March 31, 2000, representing an increase
of 44.8%. In our business-to-business operations we generated EBITDA of $9.6
million in the first quarter of 1999, as compared to $17.2 million in the first
quarter of 2000, an increase of 79.2%. Continued investment in Art.com resulted
in an EBITDA loss in the Consumer Channel of $3.3 million in the first quarter
of 2000. EBITDA as a percentage of sales decreased from 18.4% in the first
quarter of 1999 to 13.2% in the first quarter of 2000. This decrease in EBITDA
margin was attributable primarily to the losses in our Consumer Channel. The
growth in overall EBITDA was primarily attributable to incremental EBITDA from
our acquired businesses as well as gross margin improvement in our base
business. Our EBITDA in the first quarter of 2000, excluding Art.com, was
positively impacted by our overall growth, including growth through
acquisitions, the growth in e-commerce sales, the increasing sales mix of
wholly-owned imagery, as well as improvements in operating efficiencies. EBITDA
as a percentage of sales increased from 11.8% in the fourth quarter of 1999 to
13.2% in the first quarter of 2000.
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LIQUIDITY AND CAPITAL RESOURCES
THREE MONTHS ENDED MARCH 31,
----------------------------
2000 1999
---- ----
(in thousands)
Net cash provided by/(used in):
Operating activities .............................. $ (2,604) $ (1,517)
Investing activities .............................. (233,005) (7,631)
Financing activities .............................. 239,191 614
Exchange differences .............................. (3,883) 633
--------- ---------
Net decrease in cash and cash
Equivalents ..................................... $ (301) $ (7,901)
========= =========
Our cash resources decreased by $7.9 million in the quarter ended March 31, 1999
and by $0.3 million in the quarter ended March 31, 2000.
Net cash used in operating activities amounted to $1.5 million in the quarter
ended March 31, 1999, and $2.6 million in the quarter ended March 31, 2000. The
increased outflow was primarily due to increased spending on marketing and
advertising, particularly at Art.com, as well as payments of integration and
restructuring costs in the quarter ended March 31, 2000.
Net cash used in investing activities was $7.6 million in the quarter ended
March 31, 1999, and $233.0 million in the quarter ended March 31, 2000. In the
quarter ended March 31, 2000, we acquired Visual Communications Group and i/us
Corporation for $223.6 million, net of cash acquired. In the quarter ended March
31, 1999, we also invested $7.6 million in property and equipment, compared to
$12.7 million in the quarter ended March 31, 2000.
Net cash provided by financing activities in the quarter ended March 31, 1999
was $614,000, comprised principally of cash from the exercise of stock options,
as compared to $239.2 million in the quarter ended March 31, 2000. The principal
financing activities undertaken in the quarter ended March 31, 2000 included
inducing early conversion of $62.3 million of our $75 million 4.75% convertible
subordinated notes due 2003 by paying a premium of $6.7 million, the repayment
of $2.7 million of debt, the raising of $242.1 million in net proceeds from our
$250 million 5% convertible subordinated notes due 2007, and the receipt of $6.3
million from the exercise of stock options.
At March 31, 2000, we had outstanding long term debt of $283.8 million, and
$105.0 million of cash and cash equivalents.
As well as organic growth, we continue to seek opportunities to grow by
acquisition. Accordingly, we may be required, or we may elect, to raise
additional funds in addition to using cash from operating activities and
existing cash balances.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging Activities". This new standard requires companies to record
derivatives on the balance sheet as assets or liabilities, measured at fair
value. Under SFAS No. 133, gains or losses resulting from changes in the values
of derivatives are to be reported in the statement of operations or as a
deferred item, depending on the use of the derivatives and whether they qualify
for hedge accounting. We are required to adopt SFAS No. 133 in the first quarter
of 2001. We do not believe that the new standard will have a material impact on
our financial results.
In December 1999, SEC Staff Accounting Bulletin No. 101 ("SAB 101"), Revenue
Recognition in Financial Statements, was issued. This pronouncement summarizes
certain of the SEC staff's views in applying generally accepted accounting
principles to revenue recognition. SAB 101 is required to be adopted no later
than the second fiscal quarter of fiscal 2000. We have reviewed the impact of
this pronouncement and determined the impact to be immaterial.
YEAR 2000 IMPACT
We have not experienced any problems with our computer systems relating to such
systems being unable to recognize appropriate dates related to the year 2000. We
are also not aware of any material problems with our customers or suppliers.
Accordingly, we do not anticipate incurring material expenses or experiencing
any material operational disruption as a result of any year 2000 issues.
SUBSEQUENT EVENT
Effective May 12, 2000, Christopher Roling resigned as our Senior Vice
President of Finance, Chief Financial Officer and Secretary. Effective May 13,
2000, Steve Cristallo, the Company's current Vice President of Group Tax, will
serve as the Company's acting Chief Financial Officer until a permanent
replacement for Mr. Roling is hired.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to a variety of risks, including changes in interest rates
affecting the return on investments and foreign currency fluctuations. In the
normal course of business, we employ established policies and procedures to
manage our exposure to fluctuations in interest rates and foreign currency
values.
Interest Rate Risk
Our exposure to market rate risk for changes in interest rates, relating
primarily to our debt instruments, the majority of which are fixed rate
borrowings, is shown in the table below.
MATURITIES FAIR VALUE
MARCH 31,
DEBT 2000 2003 2007 TOTAL 2000
(IN THOUSANDS EXCEPT PERCENTAGES)
Fixed rate (USD) $ 12,653 $ 250,000 $ 262,653 $ 219,099
Average interest rate 4.75% 5.00% 4.99% 4.99%
Variable rate (USD) $ 30,000 $ 30,000 $ 30,000
Average interest rate 8.65% 8.65% 8.65%
Other borrowings $ 2,568 $ 2,568 $ 2,568
Average interest rate 7.50% 7.50% 7.50%
Foreign Currency Risk
We conduct our business primarily in the United States and the United Kingdom
and, therefore, our cashflows are primarily denominated in US dollars and pounds
sterling. We are exposed to foreign exchange risk related to foreign currency
denominated liabilities and cash. The introduction of the euro does not
significantly affect our foreign exchange exposure.
We normally enter into forward foreign currency exchange contracts to hedge our
contracted net receivables denominated in foreign currencies. Our functional
currency is the U.S. dollar. Forward foreign currency contracts typically have a
term of less than six months. There were no open forward foreign currency
exchange contracts at March 31, 2000.
The criteria used by us for designating a contract as a hedge include the
contract's effectiveness in risk reduction. Gains and losses on these contracts,
relating to the hedged risk, are recognized as incurred, reflecting the income
statement treatment of the hedged items.
If an underlying hedged transaction is terminated earlier than initially
anticipated, the offsetting gain or loss on the related forward foreign exchange
contract would be recognized in income in the same period. In addition, since we
enter into forward contracts only as hedges, any change in currency rates would
not result in any material gain or loss, as any gain or loss on the underlying
foreign currency denominated balances would be offset by the loss or gain on the
forward contract.
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In connection with the lawsuit filed by Chanelle Desautels on September 14, 1999
against EyeWire and various other defendants, Superstock, Inc. has agreed to
fully indemnify us for all damages, fees and costs that EyeWire may incur as a
result of the suit.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On January 31, 2000, we issued an aggregate of 49,565 shares of common stock in
exchange for all of the issued and outstanding capital stock of i/us
Corporation, an Ontario corporation.
On March 13, 2000, we completed the issuance of $250 million of 5% subordinated
convertible notes due on March 15, 2007. The conversion price of these notes is
$61.08 per share. We may redeem the notes, in whole or in part, at any time on
or after March 20, 2003 at specified redemption prices.
ITEM 5. OTHER INFORMATION
On April 5, 2000, we entered into an asset purchase agreement with Mary Louise
Harris to purchase all of the assets of TIB Northwest, Inc., a licensee of The
Image Bank, Inc., for approximately $1.1 million.
Effective May 12, 2000, Christopher Roling resigned as our Senior Vice President
of Finance, Chief Financial Officer and Secretary. Effective May 13, 2000, Steve
Cristallo, the Company's current Vice President of Group Tax, will serve as the
Company's acting Chief Financial Officer until a permanent replacement for Mr.
Roling is hired.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
Reference is made to the Index of Exhibits beginning on page 17 for a list of
all exhibits filed as part of this report.
REPORTS FILED ON FORM 8-K
On March 2, 2000, the Company filed a Current Report on Form 8-K relating to the
execution of its agreement to acquire VCG Holdings LLC, Definitive Stock, Inc.,
Visual Communications Group Holdings Limited and VCG Deutschland GmbH for an
aggregate purchase price of approximately $220 million.
GETTY IMAGES, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE MONTHS ENDED MARCH 31, 2000
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
-------------- ----------------------
2.1* Stock Purchase Agreement, dated as of March 21, 2000, among
Getty Images, Getty Communications Limited, Visual
Communications Group B.V., United Business Information B.V.
and United News & Media Plc
3.1 Amended and Restated Certificate of Incorporation of Getty
Images (1)
3.2 Certificate of Amendment to the Certificate of Incorporation
of Getty Images (2)
3.3 Bylaws of Getty Images (1)
4.1* Indenture relating to the Company's 5.0% Subordinated
Convertible Notes due 2007, dated
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EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
-------------- ----------------------
March 13, 2000, between Getty Images and The Bank of New York
10.1* Registration Rights Agreement, dated as of March 13, 2000,
among Getty Images, Morgan Stanley & Co., Inc., Deutsche Bank
Securities, Inc., SG Cowen Securities Corp. and Hambrecht &
Quist, LLC.
10.2* Employment Agreement between the Company and Brock Bohonos,
dated March 16, 2000.
10.3* Amendment to Employment Agreement between the Company and
Jonathan Klein, dated April 1, 2000.
10.4* Amendment to Employment Agreement between the Company and
A.D. "Bud" Albers, dated April 1, 2000.
10.5* Employment Agreement between the Company and William O'Neill,
dated April 3, 2000.
10.6* Amendment to Employment Agreement between the Company and
Christopher Roling, dated February 1, 2000.
10.7* Separation Agreement between the Company and Bradley Zumwalt,
dated March 30, 2000.
10.8* Lease dated March 31, 2000 between Tri-Energy Productions,
Inc. and CST Water Garden II, LLC.
10.9* Lease dated April 1, 2000 between PhotoDisc, Inc. and The
Rector, Church-Wardens and Vestrymen of Trinity Church in the
City of New York.
10.10* Lease dated August 9, 1990 between F.P.G. International, Inc.
and 24-32 Union Square East Associates Limited Partnership.
10.11* Amendment of Lease dated October 17, 1994 between F.P.G.
International, Inc. and Estate of S. Klein.
10.12* Second Amendment of Lease dated June 1, 1995 between F.P.G.
International, Inc. and Estate of S. Klein.
10.13* Lease dated December 13, 1993 between Visual Communications
Limited and Carroll Development Corporation Limited.
10.14* Lease between Visual Communications Limited and Innovation
Land & Estates Limited.
27.1* Financial Data Schedule
- -----------------
* Filed herewith.
(1) Incorporated by reference from the Exhibits to the Registrant's Form
S-4 Registration Statement, No. 333-38777.
(2) Incorporated by reference from the Exhibits to the Registrant's Form
8-K, dated November 10, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GETTY IMAGES, INC.
Date: May 15, 2000 By: /s/ Steve Cristallo
--------------------------
Name: Steve Cristallo
Title: Chief Financial Officer
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