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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 1999
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.)
2101 FOURTH AVENUE 101 BAYHAM STREET
FIFTH FLOOR LONDON, ENGLAND
SEATTLE, WASHINGTON 98121 NW1 0AG
(206) 695 3400 (001 44 171) 544 3456
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(Addresses, including zip code, and telephone numbers,
including area code, of principal executive offices)
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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 May 3, 1999, there were 35,069,307 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, 1999
PAGE
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II - OTHER INFORMATION
Item 5. Other Information 22
Item 6. Exhibits and Reports on Form 8-K 22
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GETTY IMAGES, INC.
PART I
FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
GETTY IMAGES, INC.
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED
-----------------------------------
MARCH 31, 1999 MARCH 31, 1998(1)
$ $
(IN THOUSANDS) (IN THOUSANDS)
Sales 52,150 37,931
Cost of sales 13,841 11,607
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GROSS PROFIT 38,309 26,324
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Selling, general and administrative expenses 28,724 19,748
Amortization of intangibles 10,224 6,897
Depreciation 4,606 2,897
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43,554 29,542
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OPERATING LOSS (5,245) (3,218)
Net interest expense (811) (551)
Net exchange loss (391) (356)
------- -------
LOSS BEFORE INCOME TAXES (6,447) (4,125)
Income taxes (1,435) (1,080)
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NET LOSS (7,882) (5,205)
------- -------
Basic loss per share $ (0.26) $ (0.21)
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Diluted earnings per share N/A N/A
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(1) Reflects the combination of the unaudited consolidated statement of
operations of Getty Communications plc (the predecessor company) for the
period January 1, 1998 through February 9, 1998 and the unaudited
consolidated statement of operations of Getty Images, Inc. for the period
February 10, 1998 through March 31, 1998.
The accompanying notes on pages 6 to 7 are an integral part of these
consolidated financial statements.
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GETTY IMAGES, INC.
UNAUDITED CONSOLIDATED BALANCE SHEET
MARCH 31, 1999 DECEMBER 31, 1998
$ $
(IN THOUSANDS) (IN THOUSANDS)
ASSETS
CURRENT ASSETS
Cash and cash equivalents 8,249 16,150
Accounts receivable, net 38,940 32,967
Prepaid expenses and other assets 20,715 17,258
Inventories, net 3,231 2,834
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TOTAL CURRENT ASSETS 71,135 69,209
Fixed assets, net 63,669 62,757
Intangible assets, net 315,637 325,861
Deferred tax assets 4,969 5,036
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TOTAL ASSETS 455,410 462,863
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LIABILITIES AND STOCKHOLDER' EQUITY
CURRENT LIABILITIES
Accounts payable 26,304 26,232
Accrued expenses 21,371 20,148
Income taxes payable -- --
Current portion of long-term debt 108 202
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TOTAL CURRENT LIABILITIES 47,783 46,582
Long-term debt 72,532 72,354
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TOTAL LIABILITIES 120,315 118,936
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STOCKHOLDERS' EQUITY
Common stock 307 306
Additional paid-in capital 369,968 368,267
Retained losses (36,141) (28,259)
Cumulative translation adjustments 961 3,613
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TOTAL STOCKHOLDERS' EQUITY 335,095 343,927
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 455,410 462,863
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The accompanying notes on pages 6 to 7 are an integral part of these
consolidated financial statements.
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GETTY IMAGES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED
---------------------------------
MARCH 31, 1999 MARCH 31, 1998(1)
$ $
(IN THOUSANDS) (IN THOUSANDS)
NET CASH FLOWS FROM OPERATING ACTIVITIES (1,517) 6,145
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CASH FLOWS FROM INVESTING ACTIVITIES
Business acquisitions, net of cash acquired - (65,730)
Purchase of fixed assets (7,631) (4,152)
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NET CASH USED IN INVESTING ACTIVITIES (7,631) (69,882)
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt issuance - 48,169
Payments of principal balance of debt (94) (18,349)
Proceeds from issuance of ordinary shares 708 28,398
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NET CASH PROVIDED BY FINANCING ACTIVITIES 614 58,218
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Exchange rate differences arising from translation of foreign
currency balances 633 411
Net decrease in cash and cash equivalents (7,901) (5,108)
Cash and cash equivalents
- - beginning of period 16,150 29,234
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- - end of period 8,249 24,126
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UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
THREE MONTHS ENDED
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MARCH 31, 1999 MARCH 31, 1998(1)
$ $
(IN THOUSANDS) (IN THOUSANDS)
Net loss (7,882) (5,205)
Other comprehensive income, net of tax:
Foreign currency translation adjustments (2,653) 6,098
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COMPREHENSIVE (LOSS)/INCOME (10,535) 893
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The accompanying notes on pages 6 to 7 are an integral part of these
consolidated financial statements.
(1) Reflects the combination of the unaudited condensed consolidated
statement of cash flows and unaudited consolidated statement of
comprehensive income of Getty Communications plc (the predecessor
company) for the period January 1, 1998 through February 9, 1998 and the
unaudited condensed consolidated statement of cash flows and the
unaudited consolidated statement of comprehensive income of Getty
Images, Inc. for the period February 10, 1998 through March 31, 1998.
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GETTY IMAGES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PREPARATION
The unaudited consolidated financial statements presented herein have been
prepared in accordance with the instructions to Form 10-Q and do not include all
the information and note disclosures required by 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, 1998 (the "Annual Report"),
Commission file No. 000-23747, that was filed with the Commission on March 31,
1999. In the opinion of management, the accompanying 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 month period
ended March 31, 1999 may not be indicative of the results that may be expected
for the full fiscal year.
The year end condensed 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, 1999. The Company does not
believe that the new standard will have a material impact on reporting segments.
2. PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include Getty Images, Inc.
and its subsidiaries, all of which are 100% owned, from the date of acquisition.
All material intercompany amounts and transactions have been eliminated in the
consolidated financial statements.
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3. PROVISION FOR INCOME TAXES
In accordance with generally accepted accounting principles, the Company
provides for income taxes on an interim basis using its estimated annual income
tax rate. The Company is providing for income taxes in 1999 at an effective tax
rate of 38.0% of net income before amortization of goodwill, which is largely
non-tax deductible. The comparative rate for the year ended December 31, 1998
was 38.0%.
4. EARNINGS PER SHARE
Basic and diluted earnings per share (EPS) are computed in accordance with FAS
No. 128, "Earnings per Share", which is effective for fiscal periods ending
after December 15, 1997.
Diluted earnings per share are not given for the quarter ended March 31, 1999 or
March 31, 1998 due to the loss incurred in those periods. Basic 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 in issue. Basic loss per share for
the three month period ended March 31, 1998 is computed on the basis of
25,194,000 weighted average number of shares in issue.
5. FOREIGN CURRENCY TRANSLATION
An unrealized net exchange loss of $1,850,000 for the three month period ended
March 31, 1999 (three month period ended March 31, 1998: $ nil) arose on the
translation of certain intercompany foreign currency transactions deemed to be
of a long-term nature. These transactions are not planned to be settled in the
foreseeable future and are reported in the same manner as foreign currency
translation adjustments in stockholders' equity in accordance with FAS52
`Foreign Currency Translation'.
6. SEGMENT INFORMATION
Getty Images operates in one business segment and all intercompany transactions
are eliminated on consolidation.
As a result, revenues from external customers are $52,150,000 in the first
quarter of 1999 and $37,931,000 for the corresponding time period in 1998.
7. SUBSEQUENT EVENTS
On May 4, 1999, the Company completed the acquisition of Art.com, Inc.
("Art.com"). Under the terms of the acquisition, Art.com shareholders received
4.25 million newly issued shares of common stock in Getty Images. The Art.com
shareholders may receive additional consideration of no more than $84 million,
consisting of shares and cash, depending upon the value of Getty Images' stock
at the time of payment.
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REPORT ON UNAUDITED INTERIM FINANCIAL INFORMATION
TO THE BOARD OF DIRECTORS OF GETTY IMAGES, INC.
We have reviewed the accompanying interim consolidated financial statements of
Getty Images, Inc. and subsidiaries as of March 31, 1999 and for the three month
period then ended as set forth on pages 3 to 7. These interim financial
statements are the responsibility of the company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying interim financial statements for them to be in
conformity with generally accepted accounting principles.
PricewaterhouseCoopers
Chartered Accountants
LONDON
England
May 17, 1999
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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 THE UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS OF GETTY IMAGES, INC. ("GETTY IMAGES" OR THE "COMPANY") AND
THE NOTES THERETO, AND OTHER FINANCIAL INFORMATION CONTAINED ELSEWHERE IN THIS
REPORT ON FORM 10-Q.
THE STATEMENTS IN THIS SECTION THAT ARE NOT HISTORICAL FACTS ARE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS
AMENDED, AND SECTION 27E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
THAT INVOLVE RISKS AND UNCERTAINTIES, SUCH AS STATEMENTS OF THE COMPANY'S PLANS,
OBJECTIVES, EXPECTATIONS AND INTENTIONS. THE CAUTIONARY STATEMENTS MADE IN THIS
QUARTERLY REPORT SHOULD BE READ AS BEING APPLICABLE TO ALL RELATED
FORWARD-LOOKING STATEMENTS AS A RESULT OF A VARIETY OF FACTORS, INCLUDING THOSE
SET FORTH UNDER "ITEM 1: BUSINESS - H. FACTORS THAT MAY AFFECT THE BUSINESS" IN
THE COMPANY'S FORM 10-K.
THE FOLLOWING DISCUSSION DOES NOT INCORPORATE THE ACQUISITION OF ART.COM ON MAY
4, 1999.
OVERVIEW
Getty Images (getty-images.com) is a leading global visual content provider
extensively involved in e-commerce, offering products and services over its
websites and through a diverse set of channels. Getty Images owns or controls
content products across most major categories of the visual content industry.
Through its e-commerce enabled websites and international network of
wholly-owned offices, agents and distributors, Getty Images is able to provide
its customers access to image and footage products. Its visual content brands
and businesses include Allsport (allsport.com), a leading provider of global
sports photography; Energy Film Library (digital-energy.com), a leading provider
of stock footage; Liaison Agency (liaisonphoto.com), a leading provider of North
American news and reporting photography; Hulton Getty (hultongetty.com), one of
the largest commercially available collections of archival photography; and Tony
Stone Images (tonystone.com) and PhotoDisc (photodisc.com), leaders in
contemporary stock photography.
Getty Communications commenced operations on March 14, 1995 with the acquisition
of Tony Stone Images, one of the world's leading providers of contemporary stock
photography. In April 1996, the Company broadened its visual content product
offerings with the acquisitions of Hulton Deutsch Collection Limited (now Hulton
Getty), one of the world's largest commercially available collections of
archival photography and Fabulous Footage, a
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leading North American provider of contemporary stock footage. In March 1997,
Getty Communications acquired Liaison, a well-established leader in the
photojournalism market. In July 1997, the Company acquired Energy Film Library,
one of the leading international providers of contemporary stock footage to the
advertising, television, feature film, corporate communications and multimedia
markets.
During September 1997, Getty Communications entered into an acquisition
agreement with PhotoDisc, Inc. leading to the formation of Getty Images and the
completion of the full acquisition in February 1998. PhotoDisc is a leading
provider of royalty-free imagery and one of the largest providers of imagery on
the Internet. Also in February 1998, the Company acquired Allsport Photographic
plc, a leading provider of worldwide sports photography.
The Company continued its global expansion in March 1998 with the acquisition of
Fototeca Stone, a leading stock photography agent based in Barcelona, Spain and
previously an exclusive agent for Tony Stone Images. The expansion in the
distribution network included the opening of wholly-owned offices in Brazil and
Dubai. The Company also appointed exclusive distributors in Costa Rica and
Colombia. During 1998, PhotoDisc opened wholly-owned offices in Sweden and
France. In May 1998, Allsport opened an office in Sydney, Australia with the
acquisition of images previously owned by Australian Picture Library. In
November 1998, the Company acquired Sporting Pix, a leading sports picture
agency based in Melbourne, Australia. These acquisitions significantly built the
Company's base in Australia ahead of the 2000 Summer Olympic Games as Allsport
has been selected as the official photographer of the US Olympic Committee and
the International Olympic Committee marketing partners.
In August 1998, the Company acquired Imageways, Inc. ("Imageways"), a noted
archival footage collection. Imageways' collection is comprised of industrial
footage, lifestyles, feature films and newsreels and is being marketed by Energy
Film Library. During 1998, Energy Film Library expanded its agency network into
Italy and commenced selling its product in the United Kingdom.
The Company's 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 either of single images, video and film clips or of CD-ROM products
containing between 100 and 300 images. Getty Images utilizes a variety of
digital and analog distribution platforms, including electronic commerce via the
Internet, CD-ROM, 35 mm film, video and traditional analog transparencies. Price
is determined by the extent of rights granted over the use of the image or clip
and can vary significantly across geographic markets and customer groups. Sales
are also generated from subscription and bulk purchase deals where customers are
provided access to imagery on-line.
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Getty Images' cost of sales primarily consists of commission payments to
contributing photographers and cinematographers. These suppliers are under
contract to the Company and receive payments of up to 50 percent of sales
depending on the product sold and the location of the sale. Minimal payments are
due for sales of Hulton Getty's and Allsport's imagery and certain images of the
other brands as most of the images are owned by the Company and do not require
commission payments. Also included in the cost of sales is the cost of CD-ROM
production at PhotoDisc.
The Company's selling, general and administrative expenses include salaries and
related staff costs, premises and utility costs and marketing and catalog costs.
In the case of Allsport, staff costs include salaries of photographers who are
employed directly by the company.
The Company experienced a significant increase in the rate of demand for
digital, as well as analog, search, selection and fulfillment of imagery during
1998, particularly in North America. This is evident by the launch of full
e-commerce for the Company's largest brand, Tony Stone Images, in October 1998
and further enhancements in digitization in 1999, building on the significant
investment made in 1998.
Getty Images amortizes goodwill and depreciates the cost of the investment in
digital files, duplicate transparencies, digital files, the archival picture
collection, computer systems and other fixed assets over their expected useful
lives. The acquisition of PhotoDisc and Allsport generated $242 million of
goodwill that will be amortized over twenty years and $51 million of other
intangibles that will be amortized over periods varying from two to three years.
As a result of Getty Images' various acquisitions and their consequential
financial and accounting effects on net income, the Company believes that EBITDA
provides stockholders, investors and analysts with an appropriate measure of the
operating performance of Getty Images. Getty Images defines EBITDA as earnings
before interest, taxes, exchange gains/(losses), depreciation and amortization.
EBITDA should not be considered as an alternative to operating income as an
indicator of Getty Images' operating performance or to cash flows as a measure
of Getty Images' liquidity.
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UNAUDITED RESULTS OF OPERATIONS:
THREE MONTHS ENDED MARCH 31
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% OF % OF
1999 NET REVENUES 1998 NET REVENUES
(IN THOUSANDS, EXCEPT PERCENTAGES)
INCOME STATEMENT DATA:
Sales $52,150 100.0% $37,931 100.0%
Gross profit 38,309 73.5% 26,324 69.4%
Selling, general and administrative
expenses (28,724) (55.1)% (19,748) (52.1)%
Amortization and depreciation (14,830) (28.4)% (9,794) (25.8)%
Operating loss (5,245) (10.1)% (3,218) (8.5)%
Net interest expense (811) (1.6)% (551) (1.5)%
Net exchange losses (391) (0.7)% (356) (0.9)%
Net loss (7,882) (15.1)% (5,205) (13.7)%
OPERATING DATA:
EBITDA(1) $9,584 18.4% $6,576 17.4%
LIQUIDITY AND CAPITAL RESOURCES:
Net cash provided by/(used in):
Operating activities $(1,517) $6,145
Investing activities (7,631) (69,882)
Financing activities 614 58,218
Net decrease in cash and cash equivalents
after exchange differences (7,901) (5,108)
(1) "EBITDA" is defined as earnings before interest, taxes, exchange
gains/(losses), depreciation and amortization. EBITDA should not be
considered as an alternative to operating income as an indicator of
Getty Images' operating performance or to cash flows as a measure of
Getty Images' liquidity.
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SALES
Getty Images' sales increased from $37.9 million in the first quarter
of 1998 to $52.2 million in the three months ended March 31, 1999. This
reflected an actual reported increase of approximately 38 percent over the
first quarter of 1998. The increase was partially attributable to a pro forma
increase of $4.9 million in sales from PhotoDisc and Allsport, both of which
were acquired in February 1998. All of the Company's businesses experienced
sales growth in the first quarter of 1999 against the same time period last
year on both a pro forma and actual reported basis.
Digital sales in the quarter, consisting of e-commerce and CD-ROM sales,
amounted to $20.1 million or 39 percent of sales, compared with 23 percent of
sales for the first quarter of 1998. E-commerce sales as a percentage of sales
increased to approximately 20 percent from 11 percent in the first quarter of
1998.
Tony Stone Images reported sales growth of more than 10 percent over
the first quarter of 1998 due to increasing e-commerce sales on the new Tony
Stone Images' website, as well as strong analog performance in Europe,
particularly in the United Kingdom. The new website, launched in the fourth
quarter of 1998, accounted for more than 15 percent of total sales for the Tony
Stone Images' brand in North America for the first quarter of 1999. E-commerce
sales through this website have increased approximately eight-fold since the
fourth quarter of 1998.
PhotoDisc continued to perform strongly in the first quarter with sales on a pro
forma basis growing by more than 30 percent against the same period in 1998.
This growth was largely attributable to continued strong e-commerce sales and
geographic expansion of the business in Europe. In the quarter, PhotoDisc's
e-commerce sales grew nearly 80 percent over the first quarter of 1998.
E-commerce sales accounted for 40 percent of total sales for the brand and over
50 percent of total sales in North America. In Europe, e-commerce sales in the
first quarter grew to 20 percent of total sales against 11 percent in the first
quarter of 1998.
Allsport performed well in the first quarter with pro forma sales growth of more
than 10 percent. At the end of the first quarter, Allsport had in excess of
1,000 subscribers on its full e-commerce enabled website.
Energy Film Library's sales increased by more than 20 percent over the fourth
quarter of 1998, largely as a result of increased marketing and outreach
programs by the Los Angeles office. Liaison Agency's press division delivered
solid growth in the first quarter of 1999 against the first quarter of 1998,
assisted by extensive news coverage of the Clinton impeachment trial and the war
in Kosovo. Hulton Getty also experienced strong quarterly sales growth with
reported sales up by more than 20 percent over the first quarter of 1998, driven
by strong gallery sales and a major increase in sales in the United Kingdom.
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GROSS PROFIT
Gross profit margin for the quarter was 73.5 percent of sales compared to 69.4
percent in the first quarter of 1998 and 72.5 percent in the fourth quarter of
1998. This improvement reflected the increasing overall sales mix shift to
e-commerce sales as well as the higher gross margins being achieved at Allsport
and PhotoDisc. Allsport owns almost all of the imagery it sells, allowing it to
achieve a gross margin of nearly 90 percent, while PhotoDisc's gross margins
reach 86 percent, benefiting from its favorable contractual relationships and
its investment in wholly-owned imagery.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative (SG&A) expenses were $28.7 million in the
first quarter of 1999. As a percentage of sales, SG&A costs were 55.1 percent
compared with 52.1 percent in the same period last year. The increase in SG&A
was largely attributable to continued and accelerated investment in advertising
and marketing costs associated with the new websites as well as increased
investment in management, new sales offices, the creation of new products and
also new business systems. The Company will continue to make the investment
necessary to migrate successfully from an analog to a digital platform.
AMORTIZATION OF INTANGIBLES AND DEPRECIATION
Amortization of intangibles was $10.2 million in the three months ended March
31, 1999, compared with $6.9 million for the same period in 1998. The increase
in amortization arose from the inclusion of amortization of goodwill relating to
the acquisitions of PhotoDisc and Allsport in February 1998. Intangibles of
$242.3 million and $50.5 million respectively, arose on consolidation of these
acquisitions. A substantial part of these intangibles, $241.9 million, has been
attributed to goodwill which is being amortized over 20 years. Other intangibles
of $51.0 million are being amortized over periods varying from two to three
years.
Depreciation increased from $2.9 million in the three month period ended March
31, 1998 to $4.6 million in the first quarter of 1999. The increase primarily
arose from the acquisitions, together with increased investment in capital
expenditure related to the development of Getty Images' digital strategy.
Capital expenditure was approximately $7.6 million in the first quarter of 1999
and management anticipates this will increase moderately throughout the
remainder of 1999. Depreciation charges are therefore expected to increase in
the short and medium term.
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NET EXCHANGE LOSSES
Getty Images' operating results are affected by exchange rate fluctuations to
the extent that it or a subsidiary has receivables or payables that are
denominated in a currency other than the local currency, as the exchange gains
or losses arising on the translation of these balances into local currency or on
the settlement of these transactions are recognized in the income statement of
the relevant company.
The Company's policy is to hedge a substantial majority of its contracted net
receivables and payables using a combination of forward exchange contracts and
foreign currency term loans. Net exchange losses were $356,000 in the first
quarter of 1998 and $391,000 in the three month period ended March 31, 1999.
These losses are largely unrealized and arise from revaluation of currency
balances residing in the Company's subsidiary companies' books.
INCOME TAXES
The tax charge for the three month period ended March 31, 1999 was $1.4 million
compared with $1.1 million in the corresponding period in 1998. Excluding the
effect of the amortization of intangibles, which is largely non-tax deductible,
the Company has accrued tax at an effective tax rate of 38.0 percent in 1999 as
compared to 39.0 percent in the first quarter of 1998.
NET LOSS
Largely as a result of the amortization of intangibles which gave rise to a
charge of $10.2 million, the Company experienced a net loss of $7.9 million in
the three month period ended March 31, 1999, compared to $5.2 million in the
three month period ended March 31, 1998.
EBITDA
EBITDA for the three month period ended March 31, 1999 and the corresponding
period in 1998 was $9.6 million and $6.6 million respectively, representing an
increase of 45.7 percent. Currency movements did not have a material impact on
1999 first quarter EBITDA.
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YEAR 2000
The Year 2000 issue refers to the risk that systems, products and equipment
having date-sensitive components will not recognize the Year 2000 as a result of
computer programs using two digits rather than four to define the applicable
year. The use of non-Year 2000 compliant programs or the inability of the
Company to update its systems successfully may result in system failures,
miscalculations or errors causing disruption of operations, the corruption of
data or other business problems, including, among other things, a temporary
inability to process transactions and invoices, or engage in similar normal
business activities. In addition to the Company's computer systems, the Year
2000 issue may affect certain embedded systems (alarms, gates and time locks,
lighting, security, electrical supply control and backup equipment) and
communication systems (switchboards, fax machines and cellular telephones).
In addition to Year 2000 issues related to the Company's systems, Getty Images
may be adversely affected if the Company's key suppliers or other material third
party service providers are unable or fail to address the Year 2000 issue
adequately. Such suppliers can include infrastructure suppliers in areas such as
utilities, communications, transportation and other services. While the Company
is developing alternate power generation sources for its most sensitive systems,
the likelihood and effects of failures in infrastructure systems and in the
supply chain cannot be estimated.
Getty Images' Year 2000 Compliance Program and the Company's readiness
Getty Images developed the Year 2000 Compliance Program (the "Program") to
identify and mitigate Year 2000 issues in its information systems, facilities
and suppliers. The Program can be divided into three phases: (1) Evaluation
(identify issues, inventory the systems affected and develop solutions to
address the issues); (2) Implementation (deploy program and software changes and
complete necessary contingency plans); and (3) Testing (perform applications and
acceptance testing and certification).
The goals of the Program are to ensure that Getty Images and its business
divisions can continue to function at optimal levels up to and beyond December
31, 1999; to provide Getty Images' customers and partners with the Company's
services throughout the affected period and to ensure that key suppliers are
Year 2000 compliant and that there will be no disruption in the supply of
services and products to Getty Images.
The Chief Executive Officer of the Company, subject to the Board of Directors'
oversight, is responsible for the overall implementation of the Program and
ensuring that the Company becomes Year 2000 compliant by December 31, 1999. The
Senior Vice President of Planning is responsible for the day-to-day management
of the Program and reports directly to the Board of Directors of the Company. A
dedicated team has been assembled to implement the Program.
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As of March 31, 1999, Getty Images had completed Phase 1 of the Program and had
partially completed Phases 2 and 3. The Company expects that the bulk of its
systems will be Year 2000 compliant by the end of the third quarter of 1999,
with the remainder compliant during the fourth quarter of 1999. Contingency
plans will be developed for any matter not resolved in 1999 that may have a
material negative impact on the Company's final Year 2000 readiness.
Evaluation The Company has inventoried all of its major hardware and software
platforms, as well as the relevant computer, embedded and communication systems,
which may be affected by the Year 2000 issue and assessed the needs of the
Company to become Year 2000 compliant. The Company has completed a review of the
Year 2000 issues faced by its material suppliers and evaluated the risks and
dependencies associated with such suppliers. The review of the Year 2000 issue
faced by licensees and agents has been completed.
Implementation The Company is well advanced in its deployment of software and
hardware changes. Year 2000 compliance measures have been incorporated into all
new web initiatives, becoming the standard within the Company for all new
contracts and have been incorporated into the Company's due diligence program
when evaluating potential acquisitions and partnerships.
In addition, the Company has begun preparation of its first stage contingency
plan which addresses the identification of alternative suppliers and
distribution channels and the implementation of manual systems if it becomes
necessary. The Company expects to complete all contingency planning by the end
of the second quarter of 1999.
Testing The Company has tested its CD products and e-commerce systems.
Testing on the e-commerce system demonstrated that certain of the systems,
principally credit authorization and payment processing, needed upgrades to
become Year 2000 compliant. If further testing identifies this as a problem,
then a new compliant payment processor or payment software will be implemented.
The Company will continue its testing of its computer, embedded and
communication systems as it completes the implementation of its software and
hardware changes.
Getty Images estimates that the expected total aggregate costs for its Year 2000
activities and related systems changes will be approximately $2.5 million, of
which approximately $750,000 has been spent as of March 31, 1999.
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RISKS RELATED TO THE YEAR 2000 ISSUE
Although the Company's efforts to be Year 2000 compliant are intended to
minimize the adverse effects of the Year 2000 issues on the Company's operations
and business, the actual effects of the Year 2000 issue will not be known until
2000. The failure by the Company and/or its material suppliers to become Year
2000 compliant in a timely manner could have a material adverse effect on the
Company's business, results of operations and financial condition. The Company's
capital requirements may differ materially from the foregoing estimate as a
result of regulatory, technological and competitive developments in the
Company's industry.
The Year 2000 disclosure set forth above is intended to be a "Year 2000
statement" as such term is defined in the Year 2000 Information and Readiness
Disclosure Act of 1998 (the "Year 2000 Act") and, to the extent such disclosure
relates to Year 2000 processing of the Company or to products or services
offered by the Company, is intended to be a "Year 2000 readiness disclosure" as
such term is defined in the Year 2000 Act.
THE EURO CONVERSION
A new European currency was implemented in January 1999 to replace the separate
currencies of eleven Western European countries. This is requiring changes in
the Company's operations as it modifies systems and commercial arrangements to
deal with the new currency. Modifications are necessary in operations such as
payroll, benefits and pension systems, contracts with suppliers and customers
and internal financial reporting systems, and have a particularly significant
impact on the Company's European subsidiaries. Although a three-year transition
period is expected during which transactions may also be made in the old
currency, this is requiring dual currency processes for the Company's
operations. The Company has identified the issues involved and is developing and
implementing solutions. The Company does not expect the cost of this effort to
have a material effect on its business or results of operations. However, there
can be no assurance that all problems will be foreseen and corrected or that no
material disruption of the Company's business will occur.
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LIQUIDITY AND CAPITAL RESOURCES
Getty Images' cash resources decreased by $7.9 million in the three month period
ended March 31, 1999 compared to a decrease of $5.1 million in the first quarter
of 1998.
Net cash used in operating activities amounted to $1.5 million in the first
quarter of 1999 compared to $6.1 million of net cash provided by operating
activities in the first quarter of 1998. The cash generated was less in the
first quarter of 1999, principally as a result of payments in respect of the
production of stock photography catalogues and accelerated advertising and
marketing costs associated with the new websites for the current year. In the
three month period ended March 31, 1999, Getty Images invested $7.6 million in
fixed assets compared to $4.2 million in the corresponding period in 1998. Also
in the three month period ended March 31, 1999, the Company raised $0.7 million
from the exercise of options.
At March 31, 1999, Getty Images had outstanding long-term debt of $75.0 million
and cash of $8.2 million.
RECENT DEVELOPMENTS
In March 1999, Getty Images announced the relocation of its corporate
headquarters in London to Seattle, Washington, based on the Company's increasing
emphasis on e-commerce. The move will bring the Company's senior management
closer to the majority of its customers and shareholders in the United States.
In April 1999, Getty Images made its imagery available to a consumer audience
for the first time as PhotoDisc became the premier provider of contemporary
royalty-free photography to Amazon.com's new electronic greeting card site.
On May 4, 1999, the Company completed the acquisition of Art.com, a premier
online destination for art. Art.com maintains an extensive online collection of
framed and unframed art, with more than 100,000 images available. Under the
terms of the acquisition, Art.com shareholders received 4.25 million newly
issued shares of common stock in Getty Images. The Art.com shareholders may
receive additional consideration of no more than $84 million, consisting of
shares and cash, depending upon the value of Getty Images' stock at the time of
the payment.
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ITEM 2A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Getty Images is exposed to a variety of risks, including changes in interest
rates affecting the return on its investments and foreign currency fluctuations.
In the normal course of business, the Company employs established policies and
procedures to manage its exposure to fluctuations in interest rates and foreign
currency values.
INTEREST RATE RISK
The Company's exposure to market rate risk for changes in interest rates relates
primarily to the Company's debt instruments, most of which are fixed-rate
borrowings.
FOREIGN CURRENCY RISK
The Company has entered into forward foreign currency exchange contracts to
hedge its contracted net receivables denominated in foreign currencies. Getty
Images' functional currency is the US dollar. The forward foreign currency
contracts typically have a term of less than six months. All forward foreign
currency exchange contracts at March 31, 1999 are designated and accounted for
as hedges.
The criteria used by the Company for designating a contract as a hedge include
the contract's effectiveness in risk reduction and one-to-one matching to the
underlying transactions. Gains and losses on these contracts, relating to the
hedged risk, are recognized in income as incurred.
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
the Company enters 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.
The following tables present certain information regarding the Company's use of
financial instruments and should be read in conjunction with Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
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INTEREST RATE RISK
(US DOLLARS IN THOUSANDS)
MATURITIES
-----------------------------------------------------------------
FAIR VALUE
DEBT INCLUDING CURRENT PORTION 1999 2000 2003 TOTAL DECEMBER 31, 1998
- ------------------------------ ---- ---- ---- ----- -----------------
Fixed rate (USD) $75,000 $75,000 $75,000
Average interest rate 4.75%
Other borrowings $108 $522 $630 $630
Average interest rate 7.25% 7.25%
FOREIGN EXCHANGE RISK
(CURRENCY AND US DOLLAR EQUIVALENTS IN THOUSANDS EXCEPT AVERAGE CONTRACTUAL
EXCHANGE RATE WHICH IS TO THE NEAREST SECOND DECIMAL POINT)
MATURITIES FAIR VALUE
---------------------------- U.S. DOLLAR
CONTRACT TYPE U.S. DOLLAR EQUIVALENT
1999 EQUIVALENT MARCH 31, 1999
Buy Pound Sterling/sell French franc 16,000 $2,682 (46)
Average contractual exchange rate (French
franc/Pound Sterling) 9.63
Buy Pound Sterling/sell Deutschmark 6,100 $3,386 (13)
Average contractual exchange rate
(Deutschmark/Pound Sterling) 2.91
Buy Pound Sterling/sell Italian lire 1,970,000 $1,149 (49)
Average contractual exchange rate (Italian
lire/Pound Sterling) 2,768.31
Buy Pound Sterling/sell Japanese yen 48,000 $ 400 5
Average contractual exchange rate (Japanese
yen/Pound Sterling) 193.77
Buy Pound Sterling/sell Spanish pesetas 98,000 $ 657 (19)
Average contractual exchange rate (Spanish
pesetas/Pound Sterling) 240.93
Buy Pound Sterling/sell Dutch guilders 1,350 $ 667 (6)
Average contractual exchange rate (Dutch
guilder/Pound Sterling) 3.27
There are further forward exchange contracts at March 31, 1999 that are together
considered immaterial. The US dollar equivalent maturity value of these are
$1,119,000. All foreign exchange risk contracts are foreign currency forward
exchange contracts between the indicated currency and the United Kingdom
sterling (Pound Sterling).
Forward foreign exchange contracts between United Kingdom sterling and German
Deutschmark, French francs, Italian lire, Japanese yen, Spanish pesetas and
Dutch guilders account for 34 percent, 27 percent, 11 percent, 4 percent, 7
percent and 7 percent respectively of the Company's total US dollar equivalents
in forward foreign exchange contracts.
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PART II
OTHER INFORMATION
ITEM 5. OTHER INFORMATION
On May 4, 1999, Getty Images acquired all of the outstanding stock of Art.com
in a stock for stock merger transaction. Art.com is an Internet art seller and
framer.
The merger and the transactions contemplated thereby were approved by the
stockholders of Art.com and the directors of Getty Images on May 4, 1999.
Pursuant to the merger, Print Corp., a wholly owned subsidiary of Getty Images
("Merger Sub"), was merged with and into Art.com. Getty Images issued 4,252,271
shares of Getty Images common stock to the former stockholders of Art.com in
exchange for all of the issued and outstanding capital stock of Art.com. In
addition, the former stockholders of Art.com are entitled to a contingent
deferred payment equal to 11% of Getty Images' market capitalization increase
over the 90 day period following the closing of the merger. The contingent
deferred payment is only payable if Getty Images' market capitalization
increases at least 20% and any payment thereafter is capped at $84 million. The
number of shares of Getty Images common stock granted to the former Art.com
stockholders was determined by dividing (x) 4,510,000 by (y) the sum of the
number of shares of Art.com common stock and preferred stock issued and
outstanding prior to the merger and the number of shares of Art.com
common stock issuable upon exercise of all of Art.com's stock options and
warrants granted prior to the merger.
Required financial statements for Art.com will be filed separately within 60
days of the filing of this Report on Form 10-Q.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
Reference is made to the Index of Exhibits beginning on page 24 for a list of
all exhibits filed as part of this report.
REPORTS ON FORM 8-K
Form 8-K filed on January 13, 1999, reporting Items 5 and 7.
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SIGNATURES
Pursuant to the requirements of the Securities and 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 17, 1999 By: /s/ Christopher J. Roling
-------------------------------------
Name: Christopher J. Roling
Title: Chief Financial Officer
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GETTY IMAGES, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE MONTHS ENDED MARCH 31, 1999
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
2.1 Agreement and Plan of Merger, dated as of May 4, 1999,
among Getty Images, Merger Sub and Art.com.
(1)3.1.1 Amended and Restated Certificate of Incorporation of Getty
Images
(2)3.1.2 Certificate of Amendment to the Certificate of
Incorporation of Getty Images
(1)3.2 Bylaws of Getty Images
10.1.1 Contingent Deferred Payment, Exhibit 2.01(f) of Agreement
and Plan of Merger
10.1.2 Form of Registration Rights Agreement between Getty Images
and each of the individual stockholders of Art.com
27.1 Financial Data Schedule
- --------------------
(1) Incorporated by reference from the Exhibits to the Form S-4 Registration
Statement No. 333-38777 of the Registrant. (Exhibit number in the Form
S-4 is set forth in italics.)
(2) Incorporated by reference from the Exhibit to the 8-K dated November 10,
1998. (Exhibit number in the 8-K is set forth in italics.)
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