<PAGE>
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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, 1998
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 000-23747
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GETTY IMAGES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 98-0177556
(State of Incorporation) (I.R.S. Employer Identification
No.)
------------------------
2013 FOURTH AVENUE 101 BAYHAM STREET
FOURTH FLOOR LONDON, ENGLAND
SEATTLE, WASHINGTON 98121 NW1 0AG
(206) 441-9355 (011 44 171) 544-3456
(Addresses, including zip code, and telephone numbers, 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 May 8, 1998, there were 30,894,034 shares of the Registrant's common
stock, par value $0.01 per share, outstanding.
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<PAGE>
GETTY IMAGES, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE
THREE MONTHS ENDED MARCH 31, 1998
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements........................................................................... 3
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations........... 11
PART II--OTHER INFORMATION
Item 1. Legal Proceedings.............................................................................. 16
Item 4. Submission of Matters to a Vote of Security Holders............................................ 16
Item 6. Exhibits and Reports on Form 8-K............................................................... 16
</TABLE>
2
<PAGE>
GETTY IMAGES, INC.
PART I.
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
GETTY IMAGES, INC.
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------------
MARCH 31, 1998(1) MARCH 31, 1997(2)
$ $
(IN THOUSANDS) (IN THOUSANDS)
----------------- -----------------
<S> <C> <C>
Sales....................................................................... 37,931 22,981
Cost of sales............................................................... 11,607 8,642
------- ------
Gross profit................................................................ 26,324 14,339
------- ------
Selling, general and administrative expenses................................ 19,748 9,983
Amortization of intangibles................................................. 6,897 636
Depreciation................................................................ 2,897 1,790
------- ------
29,542 12,409
------- ------
Operating (loss)/income..................................................... (3,218) 1,930
Net interest (expense)/income............................................... (551) 336
Exchange loss............................................................... (356) (72)
------- ------
(Loss)/income before income taxes........................................... (4,125) 2,194
Income taxes................................................................ (1,080) (938)
------- ------
Net (loss)/income........................................................... (5,205) 1,256
------- ------
------- ------
Basic (loss)/earnings per share(3).......................................... $ (0.21) $ 0.03
Diluted earnings per share(3)............................................... N/A $ 0.03
Basic earnings per ADS(3)................................................... N/A $ 0.07
Diluted earnings per ADS(3)................................................. N/A $ 0.07
</TABLE>
- ------------------------
(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.
(2) Reflects the unaudited consolidated statement of operations of Getty
Communications plc (the predecessor company) for the quarter ended March 31,
1997.
(3) The comparatives for the quarter ended March 31, 1997 reflect the share
structure of Getty Communications plc (the predecessor company). Each
American Depository Share (ADS) represented two ordinary shares.
3
<PAGE>
GETTY IMAGES, INC.
UNAUDITED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
MARCH 31, 1998 DECEMBER 31, 1997(1)
$ $
(IN THOUSANDS) (IN THOUSANDS)
----------------- --------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents.............................................. 24,126 29,234
Accounts receivable.................................................... 34,169 23,431
Prepaid expenses and other assets...................................... 8,977 7,839
Inventories............................................................ 2,852 --
------- -------
TOTAL CURRENT ASSETS..................................................... 70,124 60,504
Fixed assets, net........................................................ 51,563 39,853
Intangible assets........................................................ 354,266 66,870
Deferred assets.......................................................... 5,608 4,411
------- -------
TOTAL ASSETS............................................................. 481,561 171,638
------- -------
------- -------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable....................................................... 33,722 21,461
Accrued expenses....................................................... 20,946 10,305
Income taxes payable................................................... 3,895 3,580
Current portion of long-term debt...................................... 307 2,096
------- -------
TOTAL CURRENT LIABILITIES................................................ 58,870 37,442
Long-term debt........................................................... 48,973 14,657
------- -------
TOTAL LIABILITIES........................................................ 107,843 52,099
------- -------
------- -------
SHAREHOLDERS' EQUITY
Common stock........................................................... 299 608
Additional paid-in capital............................................. 361,054 108,049
Retained earnings...................................................... 3,509 8,124
Cumulative translation adjustments..................................... 8,856 2,758
------- -------
TOTAL SHAREHOLDERS' EQUITY............................................... 373,718 119,539
------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY............................... 481,561 171,638
------- -------
------- -------
</TABLE>
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(1) Extracted from the audited consolidated balance sheet of Getty
Communications plc (the predecessor company) at December 31, 1997.
4
<PAGE>
GETTY IMAGES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------------
MARCH 31, 1998(1) MARCH 31, 1997(2)
$ $
(IN THOUSANDS) (IN THOUSANDS)
----------------- -----------------
<S> <C> <C>
Net cash flows from operating activities.................................... 6,145 3,154
-------- --------
Cash flows from investing activities
Business acquisitions, net of cash acquired............................... (65,730) (6,991)
Purchase of fixed assets.................................................. (4,152) (3,254)
-------- --------
Net cash used in investing activities....................................... (69,882) (10,245)
-------- --------
Cash flows from financing activities
Proceeds from debt........................................................ 48,169 --
Payments of principal balance of debt..................................... (18,349) (1,108)
Proceeds from issuance of ordinary shares................................. 28,398 --
-------- --------
Net cash provided by/(used in) financing activities......................... 58,218 (1,108)
-------- --------
Net decrease in cash and cash equivalents................................... (5,519) (8,199)
Exchange rate differences arising from translation of foreign currency
balances.................................................................. 411 (2,913)
Cash and cash equivalents
--beginning of period..................................................... 29,234 58,973
-------- --------
--end of period........................................................... 24,126 47,861
-------- --------
-------- --------
</TABLE>
- ------------------------
(1) Reflects the combination of the unaudited condensed consolidated statement
of cash flows 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 of Getty Images, Inc. for the period
February 10, 1998 through March 31, 1998.
(2) Reflects the unaudited condensed consolidated statement of cash flows of
Getty Communications plc (the predecessor company) for the quarter ended
March 31, 1997.
5
<PAGE>
GETTY IMAGES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
EXPLANATORY NOTE
On February 9, 1998, the entire issued share capital of Getty Communications
plc ("Getty Communications") was acquired via a Scheme of Arrangement by Getty
Images, Inc. ("Getty Images" or the "Company"), a company incorporated in
Delaware and whose principal executive offices are located in Seattle,
Washington and London, England. Under the Scheme of Arrangement, each issued
Getty Communications Class B Ordinary Share was converted into one Getty
Communications Class A Ordinary Share and each holder of Getty Communications
Ordinary Shares was issued one share of Getty Images Common Stock for every two
Getty Communications Ordinary Shares held.
The Scheme of Arrangement was accounted for as a transaction between
entities under common control, therefore purchase accounting has not been
applied.
On February 9, 1998, a wholly owned subsidiary of Getty Images merged with
PhotoDisc, Inc., a Washington corporation ("PhotoDisc"). The purchase
consideration was $244.6 million including expenses, which included the issue of
8,083,831 shares of Getty Images Common Stock, at a total market value of $171.8
million.
On February 10, 1998, Getty Images purchased the entire issued and
outstanding share capital of Allsport Photographic plc, a public limited company
organized under the laws of England & Wales ("Allsport"). The purchase
consideration was $51.1 million, including expenses, which included the issue of
1,137,916 shares of Getty Images Common Stock at total market value of $24.2
million.
Descriptions of these transactions were included in (i) the Current Report
on Form 8-K dated February 9, 1998 and the Current Report on Form 8-K dated
February 24, 1998 (as amended by the Amendment to Current Report on Form 8-K/A
dated April 27, 1998), filed with the Securities and Exchange Commission (the
"Commission") by Getty Images (collectively, the "Reports") and (ii) the
Registration Statement on Form S-4 (No. 333-38777) that the Company filed with
the Commission (as amended, the "Registration Statement") in connection with the
meetings of shareholders of Getty Communications and the special meeting of the
shareholders of PhotoDisc that were required to approve the transactions and the
offering of securities in connection therewith.
As a result of such transactions, Getty Images became the successor to Getty
Communications. Trading in Getty Communications American Depository Shares
("ADSs") on the Nasdaq National Market (NASDAQ:GETTY) terminated on February 9,
1998 and trading subsequently commenced in shares of Getty Images Common Stock
on the Nasdaq National Market (NASDAQ:GETY). Registration of the Getty
Communications Ordinary Shares and ADSs under the Securities Exchange Act of
1934, as amended, has been terminated.
Also as described in the Reports, on February 9, 1998, Getty Investments,
L.L.C ("Getty Investments") completed a subscription for 1,518,644 shares of
Getty Images common stock at a purchase price of $18.4375 per share or an
aggregate of $28 million (the "Getty Investments Subscription").
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, 1997 (the "Annual Report"),
Commission file No. 000-23747, that was filed with the Commission on March 31,
1998 (as amended by the Company's Report on Form 10-K/A that was
6
<PAGE>
GETTY IMAGES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
1. BASIS OF PREPARATION (CONTINUED)
filed with the Commission on April 28, 1998). 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, 1998 may not be indicative
of the results that may be expected for the full fiscal year.
RECENTLY ISSUED ACCOUNTING STANDARDS
In July 1997, the FASB issued SFAS No. 131, Disclosures About Segments of
Enterprise and Related Information. SFAS No. 131 requires certain financial and
supplementary information to be disclosed on an annual and interim basis for
each reportable segment of an enterprise. SFAS No. 131 is effective for fiscal
years beginning after December 15, 1997, but interim reporting is not required
until interim periods beginning after December 15, 1998. Unless impracticable,
companies would be required to restate prior period information upon adoption.
Management does not expect the adoption of this standard to have a material
impact on the Company and its operations.
SOP 98-1 "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use" was issued in March 1998 and is effective for
financial statements for periods beginning after December 15, 1998. This
statement identifies the characteristics of internal-use software and provides
guidance on when costs incurred for internal-use computer software are and are
not capitalized. Costs incurred prior to initial application will not be
retrospectively adjusted to comply with the provision of this SOP.
The Company is evaluating the impact of SOP 98-1.
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.
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 1998 at an effective tax
rate of 39% of net income before amortization of goodwill, which is largely non-
tax deductible. The comparative rate for the year ended December 31, 1997 was
35%.
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. Prior periods have been restated to conform with the
provisions of this standard.
Diluted earnings per share are not given for the quarter ended March 31,
1998 due to the loss incurred in that period. Basic loss per share for the
quarter ended March 31, 1998 is computed on the basis of 25,194,000 weighted
number of shares in issue.
7
<PAGE>
GETTY IMAGES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
4. EARNINGS PER SHARE (CONTINUED)
The numerators and denominators of the basic and diluted per share
computations are reconciled below:
<TABLE>
<CAPTION>
INCOME
(NUMERATOR) SHARES PER SHARE
$ (DENOMINATOR) AMOUNT
(IN THOUSANDS) IN THOUSANDS $
--------------- --------------- -------------
<S> <C> <C> <C>
QUARTER ENDED MARCH 31, 1997
BASIC EPS
Income available to common stockholders............ 1,256 37,445 0.03
EFFECT OF DILUTIVE SHARES
Share options...................................... -- 1,035 --
----- ------ ---
DILUTED EPS
Income available to common stockholders and assumed
option exercises................................. 1,256 38,480 0.03
----- ------ ---
----- ------ ---
</TABLE>
5. ACQUISITIONS
On February 9, 1998, a wholly owned subsidiary of Getty Images merged with
PhotoDisc, Inc. The purchase consideration was $244.6 million including
expenses, which included the issue of 8,083,831 shares of Getty Images Common
Stock, at a total market value of $171.8 million.
<TABLE>
<CAPTION>
$
(IN THOUSANDS)
---------------
<S> <C>
PURCHASE PRICE OF PHOTODISC
Cash consideration to holders of shares of PhotoDisc Common Stock and Series A Preferred Stock..... 34,076
Getty Images' transaction expenses................................................................. 9,000
-------
Cash costs of the acquisition...................................................................... 43,076
Stock consideration--Shares of Getty Images Common Stock issued (8,083,831 @ $21.25)............... 171,781
Fair value of options over shares of PhotoDisc Common Stock converted to options over shares of
Getty Images Common Stock........................................................................ 29,701
-------
Total purchase price............................................................................... 244,558
PhotoDisc net assets at February 9, 1998........................................................... (5,216)
-------
Excess of purchase price over net assets acquired.................................................. 239,342
-------
-------
Amount allocated to specific intangibles (amortized over 2 to 3 years)............................. 46,387
Amount allocated to goodwill (amortized over 20 years)............................................. 192,955
-------
239,342
-------
-------
</TABLE>
8
<PAGE>
GETTY IMAGES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
5. ACQUISITIONS (CONTINUED)
On February 10, 1998 Getty Images purchased the entire issued share capital
of Allsport. The purchase consideration was $51.1 million, including expenses,
which included the issue of 1,137,916 shares of Getty Images Common Stock at
total market value of $24.2 million.
<TABLE>
<CAPTION>
$
(IN THOUSANDS)
---------------
<S> <C>
PURCHASE PRICE OF ALLSPORT
Cash consideration to holders of Allsport Ordinary Shares at closing............................... 26,998
Getty Images' transaction expenses................................................................. 900
------
Cash costs of the acquisition...................................................................... 27,898
Stock Consideration--Shares of Getty Images Common Stock issued (691,899 @ $21.25)(1).............. 14,703
Fair value of options for Allsport Ordinary Shares, which shares were held by an Employee Benefit
Trust, converted to options over shares of Getty Images Common Stock(1).......................... 8,511
------
Total purchase price............................................................................... 51,112
Allsport net assets at February 10, 1998........................................................... (631)
------
Excess of purchase price over net assets acquired.................................................. 50,481
------
------
Amount allocated to specific intangibles (amortized over 1 to 3 years)............................. 4,571
------
Amount allocated to goodwill (amortized over 20 years)............................................. 45,910
------
50,481
------
------
</TABLE>
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(1) Of the stock consideration of 1,137,916 shares of Getty Images Common Stock,
446,017 were issued to an Employee Benefit Trust established on behalf of
certain employees of Allsport. Such shares of Getty Images Common Stock have
not been valued for the purpose of calculating the stock consideration, but
the underlying options over Allsport Ordinary Shares, which converted into
options over shares of Getty Images Common Stock, have been valued by
reference to the Black-Scholes option pricing model.
9
<PAGE>
GETTY IMAGES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
6. ADDITIONAL PAID-IN-CAPITAL
Additional paid-in capital includes the following adjustments relating to
the conversion of options for shares of PhotoDisc Common Stock and Allsport
Ordinary Shares into options for shares of Getty Images Common Stock and the
acquisition of the entire issued share capital of Getty Communications.
<TABLE>
<CAPTION>
$
(IN THOUSANDS)
---------------
<S> <C>
Fair value of options for Allsport Ordinary Shares less market value of Getty Images Common Stock
issued to the Employee Benefit Trust............................................................. (967)
Elimination of Getty Ordinary Shares at par, net of the conversion to shares of Getty Images Common
Stock............................................................................................ 416
Elimination of additional paid-in capital of Getty Communications.................................. 108,049
Fair value of options over shares of PhotoDisc Common Stock converted to options over shares of
Getty Images Common Stock........................................................................ 29,701
-------
137,199
-------
-------
</TABLE>
7. REFINANCING
To facilitate the acquisitions of PhotoDisc and Allsport, on February 10,
1998, Getty Images entered into a refinancing agreement with its principal
banker, Midland Bank Plc. Under the terms of the agreement, the existing long
term debt of $16.3 million was repaid and the following new facilities were
provided:
(i) $24 million term loan facility and L14.9 million ($24.4 million)
multi-currency loan facility repayable in tranches from September 30,
1999 to March 31, 2001
(ii) L6.7 million ($11.9 million) revolving credit facility, which remained
unutilized at March 31, 1998
8. STOCK OPTIONS
Under the Scheme of Arrangement, the existing stock options granted by Getty
Communications were vested immediately, with the right to exercise the options
for a period of three months from February 17, 1998, which may be extended at
the discretion of the Company. As an alternative to exercising options, option
holders can exchange their existing options for Getty Communications Class "A"
Ordinary Shares for new options over Getty Images Common Stock at a ratio of 2
for 1.
Pursuant to the acquisition of PhotoDisc, 1.8 million options for Getty
Images Common Stock were granted to existing holders of options over PhotoDisc
Common Stock.
On February 9, 1997, Getty Images granted 3.1 million options to acquire
Getty Images Common Stock at $20.91 per share. These options are exercisable
within one to ten years.
10
<PAGE>
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. 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 WHENEVER THEY APPEAR IN THIS QUARTERLY
REPORT. GETTY IMAGES' ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
ANTICIPATED IN SUCH FORWARD-LOOKING STATEMENTS AS A RESULT OF A VARIETY OF
FACTORS, INCLUDING THOSE SET FORTH UNDER "ITEM 1: BUSINESS -- H. BUSINESS RISK
FACTORS" IN THE ANNUAL REPORT.
THE FOLLOWING DISCUSSION INCORPORATES THE POST-MERGER AND POST-ACQUISITION
RESULTS OF PHOTODISC AND ALLSPORT, WHICH WERE ACQUIRED BY GETTY IMAGES ON
FEBRUARY 9, 1998 AND FEBRUARY 10, 1998, RESPECTIVELY.
OVERVIEW
Getty Images commenced operations on February 9, 1998 following the Scheme
of Arrangement with Getty Communications and the acquisition of PhotoDisc. On
February 10, 1998 the Company acquired Allsport.
Getty Images' sales are primarily derived from the marketing of image
reproduction and broadcasting rights to a range of business customers. Sales
generally comprise 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
Web, CD-ROMs, 35mm film, video and traditional analog transparencies. Prices are
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 or bulk purchase deals where customers are
provided access to imagery on-line.
Getty Images' cost of sales consists primarily of payments to contributing
photographers and cinematographers. These suppliers are under contract to the
Company and receive payments of up to 50% 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 as sales of most of the images in these
collections do not require commission payments. This is also the case with
approximately 25% of the footage at Energy Film Library. Also included in cost
of sales is the cost of CD-ROM production at PhotoDisc.
Getty Images' selling, general and administrative expenses include salaries
and related staff costs, premises and utility costs, and marketing and catalog
costs. These costs have increased recently largely as a result of acquisitions
and also to support the growth of the business. In the case of Allsport, staff
costs include salaries of photographers who are employed directly by the
Company.
Getty Images amortizes goodwill and other intangibles and depreciates the
cost of the investment in dupes, digital files, the archival picture collection,
computer systems and other fixed assets over their expected useful lives. The
acquisition of PhotoDisc and Allsport generated $239 million of goodwill that
will be amortized over twenty years and $51 million of other intangibles that
will be amortized over periods varying from one to three years.
As a result of Getty Images' various acquisitions and their consequential
financial and accounting effects on net income, Getty Images believes that
EBITDA provides 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.
11
<PAGE>
The Company experienced an increase in the rate of demand for the digital
search, selection and fulfillment of imagery during 1997 and the first quarter
of 1998, particularly in North America, and believes this trend will continue,
especially in more developed markets. As a result, the Company intends to
increase the rate of capital expenditures in digitization in 1998 and 1999,
building on the significant investment made in 1997.
At the same time, the Company is planning to integrate various parts of the
business following the acquisitions of PhotoDisc and Allsport. It is anticipated
that an exceptional charge of up to $10 million will be booked in either the
second or third quarter of 1998. The charge will cover the one-time charges
arising from the acquisitions of PhotoDisc and Allsport and their integration
and the related reorganization of the Company's businesses.
BASIS OF PRESENTATION
Getty Images reports in U.S. dollars. Getty Communications previously
reported in pounds sterling. To facilitate comparison of the results of Getty
Images with the historical results of Getty Communications, the historical
results of Getty Communications have been translated into U.S. dollars using the
exchange rates set out below.
Noon Buying rates for pounds sterling expressed in U.S. dollars per pound
sterling:
<TABLE>
<CAPTION>
<S> <C>
Average for period ended March 31, 1997: 1.6316
Period end rate at March 31, 1997: 1.6448
</TABLE>
UNAUDITED RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1998 COMPARED WITH THREE MONTHS ENDED MARCH 31,
1997
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31
--------------------------------------------------------------------
% OF % OF
1997 NET REVENUES 1998 NET REVENUES
--------- ------------ ----------------------------- ------------
(IN THOUSANDS, EXCEPT PERCENTAGES)
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Sales..................................... $ 22,981 100.0% $ 37,931 100.0%
Gross profit.............................. 14,339 62.4% 26,324 69.4%
Amortization and depreciation............. (2,426) (10.6)% (9,794) (25.8)%
Operating income/(loss)................... 1,930 8.4% (3,218) (8.5)%
Net interest income/(expense)............. 336 1.5% (551) (1.5)%
Net income/(loss)......................... 1,256 5.5% (5,205) (13.7)%
OPERATING DATA:
EBITDA(1)................................. 4,356 19.0% 6,576 17.4%
Net cash provided by/(used in):
Operating activities.................... 3,154 6,145
Investing activities.................... (10,245) (69,882)
Financing activities.................... (1,108) 58,218
Net increase/(decrease) in cash and cash
equivalents after exchange
differences............................. (11,112) (5,066)
</TABLE>
- ------------------------
(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.
12
<PAGE>
SALES
Getty Images' sales increased from $23.0 million in the three months ended
March 31, 1997 to $37.9 million in the three months ended March 31, 1998, an
increase of 65%.
The increase was attributable mainly to $11.0 million in sales from the
acquisitions in February 1998 of PhotoDisc and Allsport. Sales from PhotoDisc
and Allsport significantly increased the percentage of the Company's sales
denominated in U.S. dollars to approximately 60%.
Excluding the contribution from the acquisitions made in the quarter,
reported sales of the existing businesses grew by 17%. Had the 1997 equivalent
exchange rates been applied to the 1998 currency revenues, sales growth,
excluding the contributions from the acquisitions, would have been 21%.
All the key operations of Getty Images -- Allsport, Energy Film Library,
PhotoDisc and Tony Stone Images -- reported growth compared with the first
quarter of 1997. Tony Stone Images had a strong quarter, with sales volumes in
the three months ended March 31, 1998 increasing by 13% over the three months
ended March 31, 1997, while retaining pricing levels in key markets. Growth was
particularly strong in the book and magazine publishing markets, but was also
evident in the advertising and design sectors. The growth was the result of a
mixture of planned developments and new initiatives, including focused sales
development programs, the continued success of the catalogs and the introduction
of scan-on-demand facilities.
Allsport's strong sales growth in the quarter was driven by a number of
major sporting events in the period, particularly the Winter Olympics at Nagano
and the preview to the soccer World Cup, and by Allsport's continued coverage of
seasonal sports events, including hockey and basketball. Energy Film Library
reported growth in the quarter of 25% and also opened a wholly owned office in
the United Kingdom.
Growth in digital sales continued during the quarter, accounting for
approximately 23% of the Company's sales at $8.6 million. PhotoDisc's on-line
sales of $4.2 million in the three months ended March 31, 1998, represented
growth of 282% over the three months ended March 31, 1997 and 35% over the three
months ended December 31, 1997. On-line sales now account for approximately
one-third of PhotoDisc's sales. In addition, in the three months ended March 31,
1998, sales on the Allsport on-line subscription service increased by 29% over
such sales for the three months ended March 31, 1997.
The Company continued its global expansion in March 1998 with the
acquisition of Foteteca Stone, a leading stock photography agent based in
Barcelona and previously an exclusive agent for Tony Stone Images in Spain.
COST OF SALES
Getty Images' cost of sales, which largely comprises amounts payable to
contributing photographers and cinematographers, increased from $8.6 million in
the three months ended March 31, 1997 to $11.6 million in the three months ended
March 31, 1998. As a percentage of sales, cost of sales declined from 38% in the
three months ended March 31, 1997 to 31% in the three months ended March 31,
1998.
The reduction in cost of sales as a percentage of sales primarily reflected
the higher proportion of sales of owned imagery following the Allsport
acquisition and the lower cost of sales at PhotoDisc. At Allsport, a substantial
part of the image collection does not give rise to payments to photographers. A
similar situation exists in respect of most of Hulton Getty's imagery and
approximately 25% of Energy Film Library's footage. In line with the Company's
strategy of increasing its sales of wholly owned content, the proportion of
sales of wholly owned imagery increased from approximately 5% in the first
quarter of 1997 to approximately 12% in the first quarter of 1998.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Getty Images' selling, general and administrative expenses increased from
$10.0 million in the three months ended March 31, 1997 to $19.7 million in the
three months ended March 31, 1998. As a percentage
13
<PAGE>
of sales, selling, general and administrative expenses increased from 43% in the
three months ended March 31, 1997 to 52% in the three months ended March 31,
1998.
The increase in selling, general and administrative expenses as a percentage
of sales was mainly attributable to the inclusion of PhotoDisc and Allsport.
These businesses have substantially higher selling, general and administrative
expenses than the existing businesses. Both businesses have been making
substantial investment in sales, marketing and information technology
infrastructure to allow the companies to grow at accelerated rates into new
markets and, in PhotoDisc's case, to develop the web business. As these
businesses mature, this cost, as a percentage of sales, is expected to diminish.
In addition, management expects that the application of the existing businesses'
cost management disciplines should result in further savings.
Excluding PhotoDisc and Allsport, selling, general and administrative
expenses increased moderately as a percentage of sales as a result of
investments in management, sales development and creating a digital
infrastructure. The Company has begun to realize the benefits of these
investments, such as the implementation of Tony Stone Images' advanced internal
search and selection software "Compass". The Company expects that further
benefits should arise when the Tony Stone Images website is fully operational as
research, selection and fulfillment moves from the current manual basis on to a
primarily digital platform.
AMORTIZATION OF INTANGIBLES
Amortization of intangibles were $636,000 in the three months ended March
31, 1997 and increased to $6.9 million in the three months ended March 31, 1998.
The increase in amortization was primarily due to the inclusion of amortization
relating to the acquisitions of PhotoDisc and Allsport. Intangibles of $239
million and $51 million, respectively, arose on consolidation of these
acquisitions. A substantial part of these intangibles, $239 million, has been
attributed to goodwill which is being amortized over 20 years. Other intangibles
of $51 million will be amortized over periods varying from one to three years.
Amortization charges will increase in subsequent periods reflecting the full
quarter charge.
DEPRECIATION
Depreciation increased from $1.8 million in the three months ended March 31,
1997 to $2.9 million in the three months ended March 31, 1998. The increase
primarily arose from the acquisitions, together with continued investment in
capital expenditures. The merger with PhotoDisc has provided the opportunity to
accelerate Getty Images' digital strategy, which will require additional
substantial capital expenditures in 1998 and 1999. Management expects capital
expenditures in 1998 to total approximately $28 million, with similar levels in
1999. Depreciation charges are therefore expected to increase in the medium
term.
NET INTEREST INCOME/(EXPENSE)
Net interest (expense) was $551,000 in the three months ended March 31, 1998
compared with interest income of $336,000 in the three months ended March 31,
1997.
On February 9, 1998, the Company drew down an additional $30 million of
interest-bearing debt, primarily to meet the cash consideration in respect of
the acquisitions of PhotoDisc and Allsport.
Interest charges are expected to be higher in subsequent quarters as
interest on this debt will be charged for the full period.
NET EXCHANGE LOSSES
Getty Images had net exchange losses of $356,000 in the three months ended
March 31, 1998 and $72,000 in the three months ended March 31, 1997. As at March
31, 1998, the UK pound was exceptionally strong giving rise to unrealised
exchange losses in the UK books, where most of the Company's currency balances
reside.
14
<PAGE>
Getty Images hedges a majority of contracted net receivables and payables
using a combination of internal hedging, forward exchange contracts and foreign
currency term loans.
INCOME TAXES
Getty Images' income tax charge was $1.1 million in the three months ended
March 31, 1998. Excluding the effect of the amortization of intangibles, which
is largely non-tax deductible, Getty Images had an effective tax rate of 39% for
the three months ended March 31, 1998 and 33% for the three months ended March
31, 1997.
The changes in the effective rate of tax, excluding the impact of the
amortization of intangibles, was due to a variation in profit mix and tax rates
in the countries in which Getty Images operates.
NET (LOSS)/INCOME
As a result of the foregoing, the net loss for the three months ended March
31, 1998 was $5.2 million compared to net income of $1.3 million in the three
months ended March 31, 1997.
EBITDA
EBITDA increased from $4.4 million in the three months ended March 31, 1997
to $6.6 million in the three months ended March 31, 1998, an increase of 51%.
"EBITDA" is defined as earnings before interest, taxes, exchange
gains/(losses), depreciation and amortization. Thus, EBITDA with respect to
Getty Images comprises sales less cost of sales and selling, general and
administrative expenses. Getty Images believes that EBITDA provides a measure of
operating income unaffected by the financing of the business and the accounting
effects of acquisitions and assists in explaining trends in the operating
performance of Getty Images. 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.
LIQUIDITY AND CAPITAL RESOURCES
Getty Images' cash resources decreased by $5.1 million in the first quarter
1998 compared to a decrease of $11.1 million in the quarter ended March 31,
1997.
The acquisitions of PhotoDisc and Allsport in the quarter ended March 31,
1998 resulted in a cash outflow of $65.7 million, including expenses. To fund
this, Getty Images raised a net additional $30 million of debt and Getty
Investments L.L.C. subscribed for an additional 1.5 million shares, providing
$28 million of additional capital.
Net cash provided by operating activities amounted to $6.1 million in the
three months ended March 31, 1998 compared to $3.1 million in the three months
ended March 31, 1997. This increase was primarily attributable to the 51%
increase in EBITDA over these two periods. In the three months ended March 31,
1998, Getty Images invested $4.1 million in fixed assets compared to $3.3
million in the three months ended March 31, 1997.
At March 31, 1998, Getty Images had outstanding long term debt of $49.0
million and cash of $24.1 million.
OTHER FINANCIAL INFORMATION
Coopers & Lybrand, Getty Images' independent public accountants, performed a
limited review of the financial data presented on pages 3 through 10 inclusive.
The review was performed in accordance with standards for such reviews
established by the American Institute of Certified Public Accountants. The
review did not constitute an audit; accordingly, Coopers & Lybrand did not
express an opinion on the aforementioned data. The financial data include any
material adjustments or disclosures proposed by Coopers & Lybrand as a result of
their review.
15
<PAGE>
PART II.
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company has and may continue to be subject to legal claims from time to
time in the ordinary course of business, including those related to the alleged
infringement by the Company of the trademarks and other intellectual property
rights of third parties, such as failure to secure model releases. Presently,
there are no pending legal proceedings to which the Company is a party or to
which any of its property is subject which, either individually or in the
aggregate, are expected by the Company to have a material adverse affect on its
consolidated financial position or results of operations or its liquidity.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On January 30, 1998, Getty Communications plc ("Getty Communications"), the
predecessor to the Company, held two meetings of the holders (the "Getty
Communications Shareholders") of ordinary shares, nominal value one pence per
share (the "Getty Ordinary Shares"), of Getty Communications; an Extraordinary
General Meeting (the "Getty EGM") and a meeting convened as directed by the High
Court of Justice of England and Wales (the "Getty Court Meeting").
At the Getty Court Meeting, Getty Communications Shareholders were asked to
approve the Scheme of Arrangement described in the explanatory note in Part I,
Item 1. The tabulated results of votes cast at the Getty Court Meeting were
17,982,254 votes for the proposal, 0 votes against the proposal and 0
abstentions.
Getty Communications also held the Getty EGM on January 30, 1998. The Getty
Communications Shareholders were asked to vote on the following proposals: (i)
to approve the Scheme of Arrangement and certain amendments to the Articles of
Association related thereto ("Proposal 1") and (ii) to approve the Getty Images,
Inc. 1998 Stock Incentive Plan ("Proposal 2"). The tabulated results of votes
cast at the meeting for each proposal were 17,982,254 votes for each proposal, 0
votes against each proposal and 0 abstentions.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
Reference is made to the Index of Exhibits beginning on page 18 for
a list of all exhibits filed as part of this report.
(b) Reports on Form 8-K.
Form 8-K filed on February 13, 1998, reporting Item 5 and 7.
Form 8-K filed on February 24, 1998, reporting Item 2, 7 and 9.
Form 8-K/A filed on April 27, 1998, amending Item 7 to the Current
Report on Form 8-K filed on February 24, 1997.
Form 8-K filed on May 6, 1998, reporting Item 5 and 7.
Form 8-K filed on May 8, 1998, reporting Item 5, 7 and 9.
16
<PAGE>
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.
<TABLE>
<S> <C> <C>
GETTY IMAGES, INC.
Date: May 13, 1998 By: /s/ LAWRENCE GOULD*
-----------------------------------------
Lawrence Gould
CHIEF FINANCIAL OFFICER
</TABLE>
- ------------------------
* Signing on the behalf of the Registrant and as principal financial officer.
17
<PAGE>
GETTY IMAGES, INC.
QUARTERLY REPORT ON FORM 10-K
FOR THE THREE MONTHS ENDED MARCH 31, 1998
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
NUMBER ASSIGNED IN
REGULATION S-K, ITEM
601 DESCRIPTION OF EXHIBIT
- ----------------------- -----------------------------------------------------------------------------------------
<C> <S>
(2)2.1 Agreement for the sale of the whole of the issued share capital of Allsport Photographic
plc, dated February 6, 1998, among Getty Images, Getty Communications and Stephen Michael
Powell and others named therein (incorporated by reference from Exhibit 2.2 to the Report
on Form 8-K filed by Getty Images with the Commission on February 24, 1998).
(1)3.1 Amended and Restated Certificate of Incorporation of Getty Images (3.1)
(1)3.2 Bylaws of Getty Images (3.2)
(2)10.1 Credit Agreement, dated February 9, 1998, among Getty Images, Midland Bank plc and HSBC
Investment Bank plc (10.1)
(2)10.2 Lease Agreement dated November 1, 1997 between Marshall Building, L.L.C. and PhotoDisc,
Inc. (10.6)
(1)10.3 Restated Option Agreement among Getty Images, Inc., Getty Communications plc and Getty
Investments L.L.C. (10.21)
(1)10.4 Stockholders' Agreement among Getty Images, Inc. and certain stockholders of Getty
Images, Inc. (10.8)
(1)10.5 Registration Rights Agreement among Getty Images, Inc., PDI, L.L.C. and Mr. Mark Torrance
(10.6)
(1)10.6 Registration Rights Agreement among Getty Images, Inc. and Getty Investments L.L.C.
(10.7)
(1)10.7 Restated Shareholders' Agreement among Getty Images, Inc., Getty Investments L.L.C. and
the Investors named therein (10.8)
(1)10.8 Registration Rights Agreement dated July 3, 1996 among Getty Communications plc, Simon
Thomley, Brian Wolske, Lawrence Gould, Jonathan Klein and Mark Getty and Form of
Amendment among Getty Images, Inc., Getty Communications plc, Lawrence Gould, Jonathan
Klein and Mark Getty (10.16)
(1)10.9 Registration Rights Agreement dated July 3, 1996 among Getty Communications plc, Crediton
Limited and October 1993 Trust and Form of Amendment among Getty Images, Inc., Getty
Communications plc, Crediton Limited and October 1993 Trust (10.17)
(1)10.10 Registration Rights Agreement dated July 3, 1996 among Getty Communications plc, Hambro
European Ventures Limited, Hambro Group Investments Limited, RIT Capital Partners plc and
Tony Stone and Form of Amendment among Getty Images, Inc., Getty Communications plc, RIT
Capital Partners plc and Tony Stone (10.18)
(1)10.11 Registration Rights Agreement dated July 25, 1997 between Getty Communications plc and
The Schwartzberg Family L.P. and Form of Amendment among Getty Images, Inc., Getty
Communications plc and The Schwartzberg Family L.P. (10.19)
(1)10.12 Indemnity between Getty Images, Inc. and Getty Investments L.L.C. (10.15)
(1)10.13 Escrow Agreement among Getty Images, Inc., certain shareholders of PhotoDisc, Inc. and
Citibank, as Escrow Agent (10.2)
(1)10.14 Getty Images, Inc. 1998 Stock Incentive Plan (10.13)
(3)10.15 Employment Agreement between Getty Communications plc and Mr. Mark Getty (10.1)
</TABLE>
<PAGE>
<TABLE>
<C> <S>
(3)10.16 Employment Agreement between Getty Images, Inc. and Mr. Mark Torrance (10.2)
(3)10.17 Employment Agreement between Getty Images, Inc. and Mr. Jonathan Klein for services
performed within the U.K. (10.3)
(3)10.18 Employment Agreement between Getty Images, Inc. and Mr. Jonathan Klein for services
performed outside the U.K. (10.4)
(1)10.19 Employment Agreement between Getty Images, Inc. and Crediton Limited (10.4)
(3)10.20 Employment Agreement between Getty Images, Inc. and Mr. William Heston (10.5)
(3)10.21 Employment Agreement between Getty Images, Inc. and Ms. Heather Redman (10.6)
(3)10.22 Employment Agreement between PhotoDisc, Inc. and Mr. Robert J. Chamberlain (10.7)
(3)10.23 Employment Agreement between PhotoDisc, Inc. and Ms. Sally von Bargen (10.8)
(1)10.24 Indemnity among Getty Images, Inc., Getty Communications plc and each of Mark Getty, Mark
Torrance, Jonathan Klein, Lawrence Gould, Andrew Garb, Manny Fernandez, Christopher
Sporborg, Anthony Stone and James Bailey (10.24)
27.1 Financial Data Schedule
</TABLE>
- ------------------------
(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 Exhibits to Getty Images Annual Report on
Form 10-K for the fiscal year ended December 31, 1997. (Exhibit number in
the Form 10-K is set forth in italics.)
(3) Incorporated by reference from the Exhibits to Getty Images Amendment No. 1
to Annual Report on Form 10-K/A for the fiscal year ended December 31, 1997.
(Exhibit number in the Form 10-K/A is set forth in italics.)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31,
1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 24,126
<SECURITIES> 0
<RECEIVABLES> 37,749
<ALLOWANCES> (3,580)
<INVENTORY> 2,852
<CURRENT-ASSETS> 70,124
<PP&E> 86,196
<DEPRECIATION> (34,633)
<TOTAL-ASSETS> 481,561
<CURRENT-LIABILITIES> 58,870
<BONDS> 48,973
0
0
<COMMON> 299
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 481,561
<SALES> 37,931
<TOTAL-REVENUES> 37,931
<CGS> (11,607)
<TOTAL-COSTS> (11,607)
<OTHER-EXPENSES> (29,542)
<LOSS-PROVISION> (205)
<INTEREST-EXPENSE> (551)
<INCOME-PRETAX> (4,125)
<INCOME-TAX> (1,080)
<INCOME-CONTINUING> (5,205)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,205)
<EPS-PRIMARY> (0.21)
<EPS-DILUTED> 0
</TABLE>
