<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 000-23747
GETTY IMAGES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 98-0177556
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
701 N. 34TH STREET
SUITE 400
SEATTLE, WASHINGTON 98103
(206) 268 2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF PRINCIPAL EXECUTIVE OFFICES)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past ninety days. Yes X No
As of August 2, 2000 there were 49,740,673 shares of the Registrant's common
stock, par value $0.01 per share, outstanding.
<PAGE> 2
GETTY IMAGES, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE
SIX MONTHS ENDED JUNE 30, 2000
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures about Market Risk 17
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 18
Item 2. Changes in Securities and Use of Proceeds 18
Item 5. Other Information 18
Item 6. Exhibits and Reports on Form 8-K 18
</TABLE>
2
<PAGE> 3
GETTY IMAGES, INC.
PART I.
FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
GETTY IMAGES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------------------
JUNE 30, 2000 JUNE 30, 1999
------------- -------------
(IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C>
Sales ........................................... $ 123,647 $ 54,957
Cost of sales ................................... 37,088 14,764
--------- ---------
GROSS PROFIT .................................... 86,559 40,193
--------- ---------
Selling, general and administrative expenses .... 64,140 32,072
Amortization of intangibles ..................... 31,412 16,797
Depreciation .................................... 12,289 5,455
Integration and restructuring costs ............. 4,559 --
--------- ---------
112,400 54,324
--------- ---------
LOSS FROM OPERATIONS ............................ (25,841) (14,131)
Interest expense, net ........................... (3,433) (962)
Exchange gains/(losses), net .................... (257) 20
Other income, net ............................... 7 --
--------- ---------
LOSS BEFORE INCOME TAXES ........................ (29,524) (15,073)
Income tax expense .............................. 750 733
--------- ---------
NET LOSS ........................................ $ (30,274) $ (15,806)
========= =========
Basic and diluted net loss per share ............ $ (0.61) $ (0.47)
========= =========
Shares used in computing basic and diluted
net loss per share ............................ 49,674 33,603
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE> 4
GETTY IMAGES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
SIX MONTHS ENDED
--------------------------------
JUNE 30, 2000 JUNE 30, 1999
------------- -------------
(IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C>
Sales ................................................ $ 228,472 $ 107,107
Cost of sales ........................................ 67,606 28,605
--------- ---------
GROSS PROFIT ......................................... 160,866 78,502
--------- ---------
Selling, general and administrative expenses ......... 124,569 60,796
Amortization of intangibles .......................... 56,447 27,021
Depreciation ......................................... 22,491 10,061
Integration and restructuring costs .................. 8,749 --
--------- ---------
212,256 97,878
--------- ---------
LOSS FROM OPERATIONS ................................. (51,390) (19,376)
Interest expense, net ................................ (4,515) (1,773)
Debt conversion expense .............................. (6,689) --
Exchange losses, net ................................. (772) (371)
Other expense, net ................................... (14) --
--------- ---------
LOSS BEFORE INCOME TAXES AND EXTRAORDINARY ITEM ...... (63,380) (21,520)
Income tax expense/(benefit) ......................... (384) 2,168
--------- ---------
LOSS BEFORE EXTRAORDINARY ITEM ....................... (62,996) (23,688)
Extraordinary item ................................... 384 --
--------- ---------
NET LOSS ............................................. $ (62,612) $ (23,688)
========= =========
Basic and diluted loss per share before
extraordinary item ................................. $ (1.30) $ (0.74)
Extraordinary item ................................... .01 --
--------- ---------
Net loss per share ................................... $ (1.29) $ (0.74)
========= =========
Shares used in computing basic and diluted
loss per share ..................................... 48,615 32,134
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE> 5
GETTY IMAGES, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
JUNE 30, 2000 DECEMBER 31, 1999
------------- -----------------
(IN THOUSANDS)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents ........................ $ 86,046 $ 105,356
Accounts receivable, net ......................... 90,214 64,742
Prepaid expenses and other assets ................ 41,957 29,054
Inventories, net ................................. 8,365 4,970
Deferred tax assets .............................. 4,000 4,953
----------- -----------
TOTAL CURRENT ASSETS ............................. 230,582 209,075
Property and equipment, net ...................... 127,926 104,193
Intangible assets, net ........................... 791,499 608,016
Investments ...................................... 2,105 2,338
Deferred tax assets .............................. 34,884 15,947
----------- -----------
TOTAL ASSETS ..................................... $ 1,186,996 $ 939,569
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable ................................. $ 73,249 $ 42,915
Accrued expenses ................................. 58,365 42,329
Income taxes payable ............................. 8,387 2,953
Current portion of long-term debt ................ 768 3,879
----------- -----------
TOTAL CURRENT LIABILITIES ........................ 140,769 92,076
Long-term debt ................................... 283,668 101,802
----------- -----------
TOTAL LIABILITIES ................................ 424,437 193,878
----------- -----------
STOCKHOLDERS' EQUITY
Common stock ..................................... 486 452
Exchangeable preferred stock ..................... 15 15
Additional paid-in capital ....................... 926,690 841,320
Accumulated deficit .............................. (158,704) (96,092)
Accumulated other comprehensive loss ............. (5,928) (4)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY ....................... 762,559 745,691
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ....... $ 1,186,996 $ 939,569
=========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
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GETTY IMAGES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
NO. OF
NO. OF SHARES OF
SHARES OF EXCHANGEABLE
COMMON PREFERRED
STOCK STOCK EXCHANGEABLE ADDITIONAL
$ 0.01 WITHOUT COMMON PREFERRED PAID-IN
PAR VALUE PAR VALUE STOCK STOCK CAPITAL
--------- ------------ --------- ------------ ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1999 ........ 45,266 1,453 $ 452 $ 15 $ 841,320
Exercise of stock options ........... 1,055 11 10,946
Tax benefit related to stock
option exercises .................. 8,740
Shares issued on debt conversion .... 2,188 21 60,400
Shares issued on acquisitions of
subsidiaries ...................... 131 2 4,849
Shares issued for acquisition of
film library ...................... 12 435
Net loss ............................
Foreign currency translation
adjustments, net of deferred
tax credit of $904 ................
--------- --------- --------- --------- ---------
Balance at June 30, 2000 ............ 48,652 1,453 $ 486 $ 15 $ 926,690
========= ========= ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
ACCUMULATED
OTHER
ACCUMULATED COMPREHENSIVE
DEFICIT LOSS TOTAL
----------- ------------- ---------
<S> <C> <C> <C>
BALANCE AT DECEMBER 31, 1999 ........ $ (96,092) $ (4) $ 745,691
Exercise of stock options ........... 10,957
Tax benefit related to stock
option exercises .................. 8,740
Shares issued on debt conversion .... 60,421
Shares issued on acquisitions of
subsidiaries ...................... 4,851
Shares issued for acquisition of
film library ...................... 435
Net loss ............................ (62,612) (62,612)
Foreign currency translation
adjustments, net of deferred
tax credit of $904 ................ (5,924) (5,924)
--------- --------- ---------
Balance at June 30, 2000 ............ $(158,704) $ (5,928) $ 762,559
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
6
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GETTY IMAGES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS ENDED
-------------------------------
JUNE 30, 2000 JUNE 30, 1999
------------- -------------
(IN THOUSANDS)
<S> <C> <C>
CASH PROVIDED BY OPERATING ACTIVITIES ............................ $ 14,534 $ 2,689
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Business acquisitions, net of cash acquired ................ (227,321) 429
Purchase of property and equipment ......................... (40,331) (17,884)
Cash paid for security deposit on lease .................... (2,139) --
Other ...................................................... 376 --
--------- ---------
CASH USED IN INVESTING ACTIVITIES ................................ (269,415) (17,455)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of debt ........................................... 250,000 15,000
Payment of debt issuance costs ............................. (8,359) --
Payments on principal balance of debt ...................... (2,750) 111
Proceeds from issuance of common stock ..................... 11,031 1,276
Payments on debt conversion inducement ..................... (6,689) --
Other ...................................................... (477) --
--------- ---------
CASH PROVIDED BY FINANCING ACTIVITIES ............................ 242,756 16,387
--------- ---------
Net increase/(decrease) in cash and cash equivalents ............. (12,125) 1,621
Exchange rate differences arising from translation of foreign
currency balances .............................................. (7,185) (3,377)
Cash and cash equivalents
-- beginning of period ........................................... 105,356 16,150
--------- ---------
-- end of period ................................................. $ 86,046 $ 14,394
========= =========
Non-Cash Investing and Financing Activities:
Conversion of convertible notes to common stock, net
of debt issue costs .......................................... $ 60,421 --
Acquisitions of subsidiaries for common stock .................. $ 4,851 --
</TABLE>
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS
<TABLE>
<CAPTION>
SIX MONTHS ENDED
------------------------------
JUNE 30, 2000 JUNE 30, 1999
------------- -------------
(IN THOUSANDS)
<S> <C> <C>
Net loss ..................................... $(62,612) $(23,688)
Foreign currency translation adjustments,
net of tax ................................. (5,924) (6,161)
-------- --------
COMPREHENSIVE LOSS ........................... $(68,536) $(29,849)
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
7
<PAGE> 8
GETTY IMAGES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The unaudited condensed consolidated financial statements of Getty Images, Inc.
and its consolidated subsidiaries (collectively, the "Company") presented herein
have been prepared by the Company in accordance with the rules and regulations
of the Securities and Exchange Commission and therefore do not include all the
information and note disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles. The
statements should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 1999 (the "Annual Report"), that was filed
with the Commission on March 30, 2000. In the opinion of management, the
accompanying condensed consolidated financial statements include all adjustments
(consisting only of normal recurring adjustments) necessary to present fairly
the Company's financial position and results of operations. The results of
operations for the three and six months ended June 30, 2000 and 1999 may not be
indicative of the results that may be expected or achieved for the full fiscal
year.
The year end condensed consolidated balance sheet data was derived from audited
financial statements but does not include all disclosures required by generally
accepted accounting principles.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued SFAS 133,
"Accounting for Derivative Instruments and Hedging Activities." The standard
requires that an entity recognize all derivatives as either assets or
liabilities and measure those instruments at fair value. The new rules will be
effective for fiscal years beginning after June 15, 2000. The Company does not
believe that the new standard will have a material impact on its financial
position and results of operations.
In December 1999, SEC Staff Accounting Bulletin No. 101 ("SAB 101"), Revenue
Recognition in Financial Statements, was issued. This pronouncement summarizes
certain of the SEC staff's views in applying generally accepted accounting
principles to revenue recognition. SAB 101 is required to be adopted no later
than the fourth quarter of fiscal 2000. We are currently reviewing the impact
this pronouncement may have on our financial position and result of operations.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF CONSOLIDATION
The accompanying consolidated financial statements include Getty Images, Inc.
and its wholly owned subsidiaries from the date of acquisition. All material
intercompany accounts and transactions have been eliminated in the consolidated
financial statements.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities in
the financial statements and disclosure of contingent assets and liabilities at
the date of the financial statements and our reported amounts of revenue and
expense during the reporting periods. Actual results could differ from those
estimates.
INTANGIBLE ASSETS
Goodwill and other intangibles are amortized on a straight-line basis over their
estimated lives of between 3 to 30 years. Goodwill represents the excess of
purchase price and related costs over the fair value of the net assets of
businesses acquired. The value of goodwill and other intangibles is reviewed
annually in relation to the operating performance and future undiscounted
cashflows of the underlying businesses, and a charge to the consolidated
statement of operations is made where a permanent impairment in value is
identified. Management believes that there has been no impairment in the value
of goodwill and other intangible assets as reflected in the Company's
consolidated financial statements as of June 30, 2000.
8
<PAGE> 9
PROVISION FOR INCOME TAXES
The Company provides for income taxes on an interim basis using its estimated
effective annual income tax rate. Excluding debt conversion expense and the
amortization of intangibles, which are largely non-deductible for tax purposes,
the Company provided for income taxes at an effective annual tax rate of 39.6%
and 39.4% in 2000 and 1999, respectively.
NET LOSS PER SHARE
Basic and diluted loss per share for the three and six month periods ended June
30, 2000 are computed on the basis of 49,674,000 and 48,615,000 weighted average
number of shares outstanding, respectively. Basic and diluted loss per share for
the three and six month periods ended June 30, 1999 are computed on the basis of
33,603,000 and 32,134,000 weighted average number of shares issued,
respectively. Options and convertible securities are excluded from the
computation because of their antidilutive effect.
3. INTEGRATION AND RESTRUCTURING CHARGES
In 1999, the Company approved and commenced a program to integrate all the
Company's businesses into four divisions to serve its four major types of
customers. Additionally, in 1999 and 2000, the Company acquired certain
businesses that needed to be integrated. As a result, incremental integration
and restructuring charges were incurred.
Integration costs incurred in the six month period ended June 30, 2000 in
connection with the program were $4.6 million. The costs were associated with
the activities of teams responsible for integrating the various businesses of
the Company and included items such as consulting and professional fees, and
systems and process integration costs. Such costs have been expensed as
incurred. Integration costs incurred during the six month period ended June 30,
2000 were:
<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
Consulting and professional services ........ $1,080
Systems and process integration costs ....... 6,540
Contract termination costs .................. 1,129
------
$8,749
======
</TABLE>
Restructuring costs have been utilized in the six month period ended June 30,
2000, as follows:
<TABLE>
<CAPTION>
BEGINNING ENDING
ACCRUAL INCURRED ACCRUAL
--------- -------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Property exit costs ........... $1,155 $ 47 $1,108
Employee termination and
relocation costs ............. 1,311 473 838
Contract termination costs .... 466 -- 466
------ ------ ------
$2,932 $ 520 $2,412
====== ====== ======
</TABLE>
The charge for employee termination costs in the six month period ended June 30,
2000, is analyzed as follows:
<TABLE>
<CAPTION>
OPERATIONAL
MANAGEMENT STAFF TOTAL
---------- ----------- -----
(IN THOUSANDS EXCEPT
NUMBER OF EMPLOYEES)
<S> <C> <C> <C>
Employee termination costs .... $210 $263 $473
==== ==== ====
Number of employees ........... 2 5 7
==== ==== ====
</TABLE>
The unutilized accrual at June 30, 2000 related to property exit, employee
termination, and contract termination costs will be substantially utilized
during the remainder of 2000.
4. FOREIGN CURRENCY TRANSLATION
Unrealized net exchange losses of $6.5 million and $7.8 million for the three
and six month periods ended June 30, 2000, respectively, and $1.8 million and
$3.6 million for the
9
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three and six month periods ended June 30, 1999, respectively, arose on the
translation of certain intercompany foreign currency transactions related to our
international subsidiaries that are long-term in nature. There is no plan to
settle these transactions in the foreseeable future. Consequently, they are
reported in the same manner as foreign currency translation adjustments and
included in accumulated other comprehensive loss in accordance with SFAS 52
"Foreign Currency Translation."
5. EXTRAORDINARY ITEM
In January 2000, the Company retired $3.3 million of debt of a subsidiary at a
discount prior to maturity. This resulted in a gain of $0.4 million, net of
income taxes of $0.3 million.
6. NOTES PAYABLE AND LONG-TERM DEBT
CONVERSION OF NOTES INTO COMMON SHARES
In March 2000, the Company induced the voluntary redemption of $62.3 million of
its $75 million in outstanding 4.75% convertible subordinated notes due in 2003
resulting in the issuance of 2,187,034 shares of the Company's common stock.
Associated with the redemption, the Company paid the noteholders a cash premium
of approximately $6.7 million. This premium is included in the statement of
operations as debt conversion expense. The carrying value of the debt, net of
issuance costs of $1.9 million, was credited to common stock and additional paid
in capital.
ISSUANCE OF 5% CONVERTIBLE SUBORDINATED NOTES
On March 13, 2000, the Company issued $250 million of 5% convertible
subordinated notes due March 15, 2007. These notes are subordinated to senior
indebtedness of the Company and to all debt and liabilities, including trade
payables and lease obligations, if any, of the Company's subsidiaries. The 5%
notes rank equal in right of payment to the 4.75% notes that were not converted
into common stock. Interest is payable on March 15 and September 15, beginning
on September 15, 2000.
The Notes are convertible into common stock at $61.08 per share. The Company may
redeem the notes, in whole or in part, at any time on or after March 20, 2003 at
specified redemption prices ranging from 102.857% beginning on March 20, 2003 to
100.714% beginning on March 15, 2006.
A substantial portion of the proceeds of the notes was used to fund the
acquisition of VCG.
7. ACQUISITIONS
On March 22, 2000, the Company acquired Visual Communications Group Holdings,
Ltd., VCG Holdings LLC, and Definitive Stock, Inc. from their parent, Visual
Communications Group (VCG) B.V. (a subsidiary of United News Media PLC); and VCG
Deutschland GmbH from its parent United News & Media Plc (collectively "VCG")
for $204.7 million and the assumption and payment of $18.7 million of debt. An
additional $3.5 million of costs were incurred and included in the purchase
price.
The purchase was funded principally through the issuance of $250 million of 5%
convertible subordinated notes due in 2007. The transaction was accounted for
using the purchase method of accounting. Accordingly, the results of operations
since the date of acquisition have been included with those of the Company.
On January 31, 2000, the Company issued an aggregate of 49,565 shares of its
common stock in exchange for all of the issued and outstanding capital stock of
i/us Corporation, an Ontario corporation. The transaction was accounted for
using the purchase method of accounting. Accordingly, the results of operations
since the date of acquisition have been included with those of the Company.
Goodwill of $226 million arising from these acquisitions will be amortized over
ten years.
The following unaudited pro forma information shows the results of the Company
for the six month periods ended June 30, 2000 and 1999, respectively, on the
basis that the VCG, The Image Bank and Art.com acquisitions had taken place at
the beginning of each of the periods presented. The pro forma information
includes adjustments related to the financing of the acquisitions, including the
issuance of $250 million of 5% convertible subordinated notes, the effect of
amortizing goodwill and other intangible assets acquired, as well as the related
tax
10
<PAGE> 11
effects. The pro forma results of operations are unaudited, have been prepared
for comparative purposes only, and do not purport to indicate the results of
operations which would have actually occurred had the combinations been in
effect on the dates indicated or which may occur in the future.
<TABLE>
<CAPTION>
(UNAUDITED)
SIX MONTHS ENDED JUNE 30,
----------------------------
2000 1999
--------- ---------
(IN THOUSANDS EXCEPT
PER SHARE DATA)
<S> <C> <C>
Sales ............................... $ 251,568 $ 190,199
Amortization ........................ (62,193) (62,975)
Depreciation ........................ (22,991) (19,530)
Restructuring and integration ....... (8,749) --
Interest expense, net ............... (9,040) (9,493)
Exchange losses, net ................ (1,087) (1,622)
Other income, net ................... 7 151
Loss before extraordinary item ...... (72,987) (67,867)
Extraordinary item, net of tax ...... 384
Net Loss ............................ $ (72,603) $ (67,867)
Basic and diluted loss per share
before extraordinary item .......... $ (1.50) $ (1.94)
Extraordinary item per share ........ .01 --
Basic and diluted net loss
per share .......................... $ (1.49) $ (1.94)
Shares used in computing basic
and diluted loss per share ......... 48,615 35,024
</TABLE>
From April through June 2000, three additional groups of companies were
purchased for approximately $3.4 million of cash and approximately 81,000 shares
of our common stock. These transactions were accounted for using the purchase
method of accounting. Accordingly, the results of operations since the dates of
acquisition have been included with those of the Company. The pro forma sales
and net losses of these acquisitions are immaterial and therefore are not
included. Goodwill of approximately $5 million arising from these acquisitions
will be amortized over five years.
Certain of the information related to the acquisitions are based upon
preliminary data and are subject to revision.
11
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THE FOLLOWING SHOULD BE READ IN CONJUNCTION WITH OUR UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS AND THE NOTES THERETO, AND OTHER FINANCIAL INFORMATION
CONTAINED ELSEWHERE IN THIS REPORT ON FORM 10-Q. IN THE FOLLOWING DISCUSSION,
REFERENCES TO THE "COMPANY" "WE", "US" AND "OUR" ARE TO GETTY IMAGES, INC. ALL
FINANCIAL DATA REFERRED TO IN THE FOLLOWING DISCUSSION HAS BEEN PREPARED IN
ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (U.S.
GAAP).
IN ADDITION TO HISTORICAL INFORMATION, THE DISCUSSION IN THIS SECTION MAY
CONTAIN CERTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES.
THE FORWARD-LOOKING STATEMENTS RELATE TO, AMONG OTHER THINGS, OPERATING RESULTS,
TRENDS IN SALES, GROSS PROFIT, OPERATING EXPENSES, EFFECTIVE TAX RATES,
ANTICIPATED EXPENSES, LIQUIDITY AND CAPITAL RESOURCES, AND THE EFFECT OF FOREIGN
CURRENCY HEDGING TRANSACTIONS. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM
THOSE ANTICIPATED BY THESE FORWARD-LOOKING STATEMENTS DUE TO FACTORS INCLUDING,
BUT NOT LIMITED TO, THOSE SET FORTH UNDER "ITEM 1 BUSINESS - G. FACTORS THAT MAY
AFFECT THE BUSINESS" IN OUR FORM 10-K.
OVERVIEW
Founded in March 1995 as Getty Communications plc, Getty Images, Inc. is a
leading global visual content provider, offering imagery and related products
over the Internet and through a diverse set of distribution channels and media
including digital downloads, CD ROMs, demonstration reels and catalogs. We
estimate we control over 70 million still images and more than 30,000 hours of
film footage. We own or control visual content across major categories of the
industry. Through our e-commerce enabled websites and our international network
of company-operated offices, as well as agents, distributors and affiliates in
51 countries, we provide both businesses and consumers with effective access to
image and footage products.
Our visual content product brands are organized into the following divisions to
serve our four major types of customers:
- Creative Professional Division ("gettyone"). Stone and PhotoDisc, leaders
in licensed and royalty-free contemporary stock photography; The Image
Bank and Image Bank Film, leading global providers of contemporary stock
photography and film footage; Visual Communications Group, a leading global
provider of stock photography with several specialty image collections; and
Energy Film Library, a leading provider of stock film footage.
- Press and Editorial Division ("gettysource"). Allsport, a leading global
provider of sports imagery; Liaison Agency, a leading North American news
and feature agency; Hulton Getty, one of the world's largest commercially
available collections of European archival photography; Archive, one of the
world's largest commercially available collections of North American
archival photography; Online USA, a leading provider of celebrity news and
event photography over the Internet; and Newsmakers, a provider of digital
images to the press and editorial market.
- Business User Division ("gettyworks"). EyeWire, a leading provider of
royalty-free imagery, footage, audio, typefaces, illustration, clip art,
and other design products to business and small office/home office (SOHO)
users; and i/us, a provider of specialty graphics and publishing tools to
website developers, designers and graphics users.
- Consumer Division. Art.com, a leading destination for framed and unframed
art and art-related supplies for consumers on the Internet; and American
Royal Arts, a leading provider of animation art.
Our sales are primarily derived from the marketing of image reproduction and
broadcasting rights to a range of business customers. Sales generally consist of
a large number of relatively small transactions involving the sale or licensing
of single images, video and film clips or CD ROM products containing between 100
and 300 images. We use a variety of distribution platforms, including digital
distribution via the Internet and CD ROMs as well as analog distribution of 35mm
film, video and analog transparencies. Price is generally determined by
resolution size and the extent of rights granted over the use of the image or
clip and can vary significantly across geographic markets and customer groups.
We also generate sales from subscription or bulk purchase deals where customers
are provided access to imagery online. In our consumer business, we principally
sell framed and unframed art products to consumers over the Internet with
payment typically made by credit card.
Revenue arises from three principal types of sales:
Fixed license sales are recognized when a license agreement has been completed
with the customer for the use of the image, and the image has been made
12
<PAGE> 13
available for use. Fixed license pricing terms do not call for additional fees
beyond the fixed license amount, and our customer is contractually obligated to
pay the fixed license amount upon agreement of the license terms and
availability of the image for use by the customer.
Royalty-free sales, or sales in which the user pays a one-time fee for unlimited
use, are recognized upon the shipment of the CD ROM or at the time images are
downloaded by the customer.
Consumer sales are recognized upon shipment of the product.
Circumstances in which sales are refunded are rare, and refunds are netted in
the recognition of revenue. Sales are recorded at invoiced amounts less sales
tax, if applicable. "E-commerce" sales are defined as those sales that are
transacted on the Internet.
Our cost of sales primarily consists of commission payments to contributing
photographers and cinematographers. These suppliers are under contract with us
and receive payments of up to 50% of sales depending on the type of product and
where and how the product is sold. We own a significant number of the images in
our collections and these images do not require commission payments. Cost of
sales also includes, to the extent applicable, handling and shipping costs for
duplicate transparencies, the cost of CD ROM production and costs associated
with framing and shipping art products. As a result, our gross margin is
impacted by the mix of sales conducted digitally on the Internet, sales of
wholly-owned imagery, geographic distribution of sales and brand sales mix.
Our selling, general and administrative expenses include salaries and related
staff costs, premises and utility costs, and sales and marketing costs.
We amortize goodwill and depreciate the cost of the investment in duplicate
transparencies, digital files, archival picture collections, computer systems
and other property and equipment over their expected useful lives. The
acquisitions of Art.com in May 1999, EyeWire in August 1999, American Royal Arts
in October 1999 and The Image Bank in November 1999 generated $356 million in
goodwill and other intangibles, and the acquisition of Visual Communications
Group in March 2000 generated $223 million in goodwill and other intangibles.
Goodwill and other intangibles arising on the acquisitions of The Image Bank and
Visual Communications Group is currently based upon initial estimates of the
fair value of the assets and liabilities of those companies. Our collective
acquisitions will result in a substantial charge to be amortized against our
earnings in future periods. We are amortizing goodwill relating to recent
acquisitions over the following periods: three years for Art.com goodwill; seven
years for EyeWire goodwill; five years for American Royal Arts goodwill; and ten
years for both The Image Bank and Visual Communications Group goodwill. We
amortize other intangibles over one to four years.
As a result of our acquisitions and their financial and goodwill accounting
effects on net income, we believe that EBITDA provides stockholders, investors
and analysts with an appropriate measure of our operating performance. We define
EBITDA as earnings before interest, debt conversion expense, income taxes,
exchange gains and losses, depreciation, amortization, integration and
restructuring costs, extraordinary items and other income and expenses. EBITDA
should not be considered as an alternative to operating income as defined by
generally accepted accounting principles, as an indication of our operating
performance, or to cash flows as a measure of our liquidity.
During 1999, we approved and commenced a program to restructure all our
businesses into four divisions to serve our four major customer segments.
Additionally, in 1999 and 2000 we acquired certain businesses that need to be
integrated. During the first six months of 2000, we incurred costs of $8.7
million associated with the continuation of our program to restructure and
integrate our businesses into these four customer facing divisions including
costs associated with the integration of The Image Bank and VCG. The charges
included severance costs, consulting and professional fees, and systems and
process integration costs. We expect further integration costs to be incurred
for these activities.
13
<PAGE> 14
UNAUDITED RESULTS OF OPERATIONS:
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30
-------------------------------------------------------------
% of % of
2000 NET REVENUES 1999 NET REVENUES
(IN THOUSANDS, EXCEPT PERCENTAGES)
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Sales ........................................... $ 228,472 100.0% $ 107,107 100.0%
Gross profit .................................... 160,866 70.4% 78,502 73.3%
Selling, general and administrative expenses .... (124,569) (54.5)% (60,796) (56.8)%
Integration and restructuring costs ............. (8,749) (3.8)% -- --
Amortization and depreciation ................... (78,938) (34.6)% (37,082) (34.6)%
Loss from operations ............................ (51,390) (22.5)% (19,376) (18.1)%
Interest expense, net ........................... (4,515) (2.0)% (1,773) (1.7)%
Debt conversion expense ......................... (6,689) (6.4)% -- --
Exchange losses, net ............................ (772) (0.3)% (371) (0.3)%
Extraordinary item .............................. 384 0.2% -- --
Net loss ........................................ (62,612) (27.4)% (23,688) (22.1)%
OPERATING DATA:
EBITDA(1) ....................................... $ 36,297 15.9% $ 17,706 16.5%
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30
------------------------------------------------------------
% of % of
2000 NET REVENUES 1999 NET REVENUES
(IN THOUSANDS, EXCEPT PERCENTAGES)
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Sales ........................................... $ 123,647 100.0% $ 54,957 100.0%
Gross profit .................................... 86,559 70.0% 40,193 73.1%
Selling, general and administrative expenses .... (64,140) (51.9)% (32,072) (58.4)%
Integration and restructuring costs ............. (4,559) (3.7)% -- --
Amortization and depreciation ................... (43,701) (35.3)% (22,252) (40.5)%
Loss from operations ............................ (25,841) (20.9)% (14,131) (25.7)%
Interest expense, net ........................... (3,433) (2.8)% (962) (1.8)%
Exchange gains/(losses), net .................... (257) (.2)% 20 --
Net loss ........................................ (30,274) (24.5)% (15,806) (28.8)%
OPERATING DATA:
EBITDA(1) ....................................... $ 22,419 18.1% $ 8,121 14.8%
</TABLE>
(1) "EBITDA" is defined as earnings before interest, debt conversion expense,
income taxes, exchange gains and losses, depreciation, amortization,
integration and restructuring costs, extraordinary items, and other income
and expenses. EBITDA should not be considered as an alternative to operating
income as defined by generally accepted accounting principles, as an
indicator of our operating performance, or to cash flows as a measure of our
liquidity.
SALES
Our sales increased from $107.1 million in the six months ended June 30, 1999 to
$228.5 million in the six months ended June 30, 2000, an increase of 113.4%, and
from $55.0 million in the second quarter of 1999 to $123.6 million in second
quarter of 2000, an increase of 124.7%. Both strong organic growth and recent
strategic acquisitions contributed to the Company's overall revenue growth in
the quarter. For the second quarter in succession, organic revenue growth,
excluding all acquisitions in 1999 and 2000, was more than 30%. These increases
were largely attributable to the continued growth of our base businesses,
consisting of those businesses acquired prior to January 1, 1999 (we acquired
Art.com in May 1999, EyeWire in August 1999, The Image Bank in November 1999 and
Visual Communications Group in March 2000), growth in e-commerce sales, and the
inclusion of the sales of the acquisitions made during the periods.
We experienced a continuing increase in the rate of demand for both analog and
digital search, selection and fulfillment of imagery during the second quarter
of 2000. E-commerce sales almost tripled from $13.8 million, or 25.0% of sales,
in the second quarter of 1999, to $38.3 million, or 31.0% of sales in the second
quarter of 2000 (44.1% of sales excluding The Image Bank and Visual
Communications Group, which are, at this time, almost entirely analog). These
increases were due principally to the growth in e-commerce sales at Allsport,
Photodisc, Eyewire and Tony Stone Images, particularly in North America.
14
<PAGE> 15
GROSS PROFIT
Gross profit as a percentage of sales, or gross margin, decreased from 73.3% in
the six months ended June 30, 1999, to 70.4% in the six months ended June 30,
2000. Gross profit as a percentage of sales decreased from 73.1% in the second
quarter of 1999, to 70.0% in the second quarter of 2000. The margin decrease was
primarily attributable to the lower margins at the Image Bank and VCG and also
due to lower margins in the Consumer Channel, consisting of Art.com and American
Royal Arts. Due to the manufacturing nature of Art.com's supply chain and the
fact that a significant amount of product is being sourced from third parties,
and gross margins in Art.com are lower than our average gross margin.
Base business gross margin for the second quarter of 2000, excluding all 1999
and 2000 acquisitions, was 75.6% compared with 73.6% margin achieved in the
second quarter of 1999. The drivers of this margin improvement include the
increasing sales mix shift to e-commerce and a favorable sales mix between
different brands and between represented and wholly owned content.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses were $60.8 million and $124.6
million in the six months ended June 30, 1999 and the six months ended June 30,
2000, respectively, representing 56.8% and 54.5% of sales in the respective
periods. Selling, general and administrative expenses were $32.1 million and
$64.1 million in the second quarter of 1999 and the second quarter of 2000,
respectively, representing 58.4% and 51.9% of sales in the respective quarters.
The decrease in selling, general and administrative expenses as a percentage of
sales results from our continued drive to integrate our existing and new
businesses. Selling, general and administrative expenses in business-to-
business operations as a percentage of sales fell to 48.0% in the second
quarter of 2000 from 53.9% in the second quarter of 1999.
We are committed to managing selling, general and administrative expenses as we
further integrate and consolidate our businesses, and implement new integrated
and standardized business systems. As customers increasingly move towards
digital image search, retrieval and payment, we plan to streamline our support
operations. We are also consolidating our offices and other premises throughout
the world as part of the reorganization of our businesses into four divisions
and the integration of our recent acquisitions.
EBITDA
EBITDA increased from $17.7 million in the six months ended June 30, 1999 to
$36.3 million in the six months ended June 30, 2000, representing an increase of
105.1%. EBITDA increased from $8.1 million in the second quarter of 1999 to
$22.4 million in the second quarter of 2000, representing an increase of 176.5%.
In our business-to-business operations we generated EBITDA of $10.7 million in
the second quarter of 1999, as compared to $27.5 million in the second quarter
of 2000, an increase of 157.0%. Continued investment in Art.com resulted in an
EBITDA loss in the Consumer Channel of $5.1 million in the second quarter of
2000.
EBITDA as a percentage of sales increased from 14.8% in the second quarter of
1999 to 18.1% in the second quarter of 2000. The growth in overall EBITDA was
primarily attributable to the significant reductions in selling, general, and
administrative expenses as a percentage of sales as well as improvements in
EBITDA from base businesses and contributions from acquisitions, incremental
EBITDA from our acquired businesses as well as gross margin improvement in our
base business. Our EBITDA in the second quarter of 2000, excluding Art.com, was
positively impacted by our overall growth, including growth through
acquisitions, the growth in e-commerce sales, the increasing sales mix of
wholly-owned imagery, as well as improvements in operating efficiencies. EBITDA
as a percentage of sales increased from 13.2% in the first quarter of 2000 to
18.1% in the second quarter of 2000.
AMORTIZATION OF INTANGIBLES AND DEPRECIATION
Amortization of intangibles increased from $27.0 million in the six months ended
June 30, 1999 to $56.4 million in the six months ended June 30, 2000, an
increase of 109.0%, and from $16.8 million in the three months ended June 30,
1999 to $31.4 million in the three months ended June 30, 2000, an increase of
87.0%. This increase in amortization over 1999 primarily arose from goodwill
related to the acquisitions of Art.com in May 1999, EyeWire in August 1999, The
Image Bank in November 1999 and Visual Communications Group in March 2000.
Depreciation increased from $10.0 million in the six months ended June 30,1999
to $22.5 million in the six months ended June 30, 2000, an increase of 125%, and
from $5.5 million in the three months ended June 30, 1999 to $12.3 million in
the three months ended June 30, 2000, an increase of 124%. The increase
primarily arose from the acquisitions, together with increased investment in
capital expenditures related to the continuing development of our digital and
e-commerce strategies. Capital expenditures were $40.1 million for six months
ended June 30, 2000 and $27.7 million in the quarter ended June 30, 2000.
15
<PAGE> 16
NET EXCHANGE LOSSES
Our operating results are affected by exchange rate fluctuations to the extent
that we have receivables or payables that are denominated in a currency other
than the local currency. Exchange gains or losses arising on the translation of
these balances into local currency or on the settlement of these transactions
are recognized in our income statement.
Our policy is to hedge a substantial majority of our contracted net receivables
and payables using a combination of forward exchange contracts and foreign
currency term loans. Net exchange losses were $0.4 million in the first six
months of 1999 and $0.8 million in the six months ended June 30, 2000. Net
exchange gains were $0.02 million for the three months ended June 30, 1999 and
net exchange losses were $0.3 million for the three months ended June 30, 2000.
INCOME TAXES
The tax benefit for the six months ended June 30, 2000 was $0.4 million and the
tax charge for the three months ended June 30, 2000 was $0.8 million. This
compares with a tax charge for the six and three month periods ended June 30,
1999 of $2.2 million and $0.7 million, respectively. Excluding the effect of
debt conversion expense and the amortization of intangibles, which are largely
non tax deductible, the Company has accrued tax at an effective rate of 39.6%
for the three and six months ended June 30, 2000, compared to 36.4% for the same
periods last year.
LIQUIDITY AND CAPITAL RESOURCES
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30
----------------------------
2000 1999
(IN THOUSANDS)
<S> <C> <C>
Net cash provided by/(used in):
Operating activities ............................. $ 14,534 $ 2,689
Investing activities ............................. (269,415) (17,455)
Financing activities ............................. 242,756 16,387
Exchange differences arising from translation
of foreign currency balances ..................... (7,185) (3,377)
--------- ---------
Net decrease in cash and cash equivalents ........... $ (19,310) $ (1,756)
========= =========
</TABLE>
Our cash resources decreased by $19.3 million in the six months ended June 30,
2000 compared to a decrease of $1.8 million in the six months ended June 30,
1999.
Net cash provided by operating activities was $14.5 million in the six months
ended June 30, 2000 compared to $2.6 million in the six months ended June 30,
1999. The primary factors affecting our cash flows from operations
are accounts receivable, inventories, prepaid expenditures, accounts payable,
and accrued expenses. The increase resulted primarily from the cash generated by
improved operating results, offset by the effects of changes in working capital.
Net cash used in investing activities in the six months ended June 30, 2000 was
$269.4 million, compared to $17.5 million in the same period last year. The
increase in use of cash primarily reflects business acquisitions of $227.3
million, including Visual Communications Group Holdings, Ltd. and related
companies, and additions to property and equipment of $40.3 million, principally
related to new technology.
Net cash provided by financing activities was $242.8 million, primarily as a
result of the issuance of $250 million of notes due in 2007, less debt issuance
costs and payments on debt conversion inducement of the previously issued 4.75%
convertible notes.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging Activities". This new standard requires companies to record
derivatives on the balance sheet as assets or liabilities, measured at fair
value. Under SFAS No. 133, gains or losses resulting from changes in the values
of derivatives are to be reported in the statement of operations or as a
deferred item, depending on the use of the derivatives and whether they qualify
for hedge accounting. We are required to adopt SFAS No. 133 in the first quarter
of 2001. We are currently reviewing the impact this pronouncement may have on
our financial position and results of operations.
16
<PAGE> 17
In December 1999, SEC Staff Accounting Bulletin No. 101 ("SAB 101"), Revenue
Recognition in Financial Statements, was issued. This pronouncement summarizes
certain of the SEC staff's views in applying generally accepted accounting
principles to revenue recognition. SAB 101 is required to be adopted no later
than the fourth quarter of fiscal 2000. We are currently evaluating the impact
this pronouncement may have on our financial position and results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to a variety of risks, including changes in interest rates
affecting the return on investments and foreign currency fluctuations. In the
normal course of business, we employ established policies and procedures to
manage our exposure to fluctuations in interest rates and foreign currency
values.
INTEREST RATE RISK
Our exposure to market rate risk for changes in interest rates relating
primarily to our debt instruments, the majority of which are fixed-rate
borrowings, is shown in the table below.
<TABLE>
<CAPTION>
MATURITIES FAIR VALUE
DEBT 2000 2003 2007 TOTAL 2000
(IN THOUSANDS EXCEPT PERCENTAGES)
<S> <C> <C> <C> <C> <C>
Fixed rate (USD) ......... $ 12,653 $ 250,000 $ 262,653 $ 227,591
Average interest rate .... 4.75% 5.00% 4.99% 4.99%
Variable rate (USD) ...... $ 30,000 $ 30,000 $ 30,000
Average interest rate .... 8.35% 8.35% 8.35%
Other borrowings ......... $ 1,628 $ 1,628 $ 1,628
Average interest rate .... 7.07% 7.07% 7.07%
</TABLE>
FOREIGN CURRENCY RISK
We conduct our business primarily in the United States and the United Kingdom
and, therefore, our cashflows are primarily denominated in US dollars and pounds
sterling. We are exposed to foreign exchange risk related to foreign currency
denominated liabilities and cash. The introduction of the euro does not
significantly affect our foreign exchange exposure.
We normally enter into forward foreign currency exchange contracts to hedge our
contracted net receivables denominated in foreign currencies. Our functional
currency is the U.S. dollar. Forward foreign currency contracts typically have a
term of less than six months. There were no open forward foreign currency
exchange contracts at June 30, 2000.
The criteria used by us for designating a contract as a hedge include the
contract's effectiveness in risk reduction. Gains and losses on these contracts,
relating to the hedged risk, are recognized as incurred, reflecting the income
statement treatment of the hedged items.
If an underlying hedged transaction is terminated earlier than initially
anticipated, the offsetting gain or loss on the related forward foreign exchange
contract would be recognized in income in the same period. In addition, since we
enter into forward contracts only as hedges, any change in currency rates would
not result in any material gain or loss, as any gain or loss on the underlying
foreign currency denominated balances would be offset by the loss or gain on the
forward contract.
There are forward exchange contracts at June 30, 2000 that are together
considered immaterial. The US dollar equivalent maturity value of these
contracts is $0.5 million. These contracts between United Kingdom Sterling and
Japanese Yen, Italian Lire, Austrian Schilling, and Norwegian Kroner represent
62 percent, 25 percent, 9 percent, and 4 percent respectively of the Company's
total US dollar equivalents in forward foreign exchange contracts.
17
<PAGE> 18
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On November 29, 1999, Christopher Flora and Helen Korolyk filed a lawsuit in
U.S. District Court for the Northern District of Illinois against Art.com
alleging copyright infringement, misappropriation of trade secrets, breach of
contract, breach of fiduciary duties and tortious interference with prospective
business relationships and contractual relations. In July 2000, we entered into
a settlement agreement with the plaintiffs and as a result the lawsuit was
dismissed. We are seeking indemnity from the prior stockholders of Art.com
pursuant to our merger agreement for the settlement amount that we agreed to pay
to the plaintiffs.
On October 12, 1999, John and Linda Tamras filed a lawsuit in Superior Court of
the State of Arizona against The Image Bank and various other defendants
alleging invasion of privacy in connection with the unauthorized use and
publication of a certain photograph. In July 2000, we entered into a settlement
agreement with the plaintiffs and as a result the lawsuit was dismissed. Under
the terms of the purchase agreement we entered into to acquire The Image Bank,
Eastman Kodak Company, the prior sole shareholder of The Image Bank, agreed to
provide us with specific indemnity for the settlement amount and for all
litigation costs.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On April 5, 2000, the Company issued 7,713 shares of its common stock, in
addition to other consideration, in connection with the acquisition of all the
assets of TIB Northwest, Inc.
On May 26, 2000, the Company issued 73,395 shares of its common stock, in
addition to other consideration, in connection with the acquisition of all of
the issued and outstanding capital stock of Mostyn Enterprises Ltd.
On June 30, 2000, the Company issued 11,879 shares of its common stock, in
addition to other consideration, in connection with the purchase of ownership
rights to certain footage from Daniel Merkel.
ITEM 5. OTHER INFORMATION
On June 2, 2000 we entered into a share purchase agreement with Franz and
Rosemary Hoffmann to purchase all of the issued and outstanding share capital
IPL Profile Pty Limited, IPL E-Pic Pty Limited and R.E.D. Image Pty Limited for
$1.3 million. Additionally, we entered into an asset purchase agreement to
purchase all of the assets of International Photographic Library Pty Limited
for $0.3 million.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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.
REPORTS FILED ON FORM 8-K
On June 1, 2000, the Company filed an Amendment to the Current Report on Form
8-K that was filed with the Securities and Exchange Commission on March 2, 2000
(the "Report") relating to the execution of an agreement to acquire VCG Holdings
LLC, Definitive Stock, Inc., Visual Communications Group Holdings Limited and
VCG Deutschland GmbH for an aggregate purchase price of approximately $220
million. The purpose of the Amendment was to: 1) amend Item 2 to reflect the
bifurcation of the acquisitions described in the Report; and 2) amend Item 7 to
update and provide the required financial information and exhibits relating to
such acquisitions.
GETTY IMAGES, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE MONTHS ENDED JUNE 30, 2000
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
<S> <C>
3.1 Amended and Restated Certificate of Incorporation of Getty
Images(1)
3.2 Certificate of Amendment to the Certificate of Incorporation
of Getty Images(2)
3.3 Bylaws of Getty Images(1)
10.1* Employment Agreement between the Company and Sally von Bargen,
dated March 1, 2000.
10.2* Employment Agreement between the Company and John Hallberg, dated
April 10, 2000.
10.3* Separation Agreement between the Company and Christopher Roling,
dated May 3, 2000.
27.1* Financial Data Schedule
</TABLE>
* Filed herewith.
(1) Incorporated by reference from the Exhibits to the Registrant's Form S-4
Registration Statement, No. 333-38777.
(2) Incorporated by reference from the Exhibits to the Registrant's Form
8-K, dated November 10, 1998.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GETTY IMAGES, INC.
Date: August 14, 2000 By: /s/ Steve Cristallo
----------------------------
Name: Steve Cristallo
Title: Chief Financial Officer
18
