<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 SEPTEMBER 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 October 31, 2000 there were 50,598,543 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
NINE MONTHS ENDED SEPTEMBER 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 18
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 19
Item 2. Changes in Securities and Use of Proceeds 19
Item 6. Exhibits and Reports on Form 8-K 20
</TABLE>
<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 SEPTEMBER 30,
--------------------------------
2000 1999
------------- -------------
(IN THOUSANDS EXCEPT PER
SHARE DATA)
<S> <C> <C>
Sales ........................................... $ 126,998 $ 60,823
Cost of sales ................................... 37,481 16,446
--------- ---------
GROSS PROFIT .................................... 89,517 44,377
--------- ---------
Selling, general and administrative expenses .... 62,078 36,520
Amortization of intangibles ..................... 30,654 19,792
Depreciation .................................... 12,221 6,205
Integration and restructuring costs ............. 3,891 7,438
--------- ---------
108,844 69,955
--------- ---------
LOSS FROM OPERATIONS ............................ (19,327) (25,578)
Interest expense, net ........................... (3,451) (1,095)
Exchange gains/(losses), net .................... (210) 615
Other expense, net .............................. (46) --
--------- ---------
LOSS BEFORE INCOME TAXES ........................ (23,034) (26,058)
Income tax (expense)/benefit..................... (3,322) 1,691
--------- ---------
NET LOSS ........................................ $ (26,356) $ (24,367)
========= =========
Basic and diluted net loss per share ............ $ (0.52) $ (0.69)
========= =========
Shares used in computing basic and diluted
net loss per share ............................ 50,417 35,513
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE> 4
GETTY IMAGES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
--------------------------------
2000 1999
------------- -------------
(IN THOUSANDS EXCEPT PER
SHARE DATA)
<S> <C> <C>
Sales ................................................ $ 355,470 $ 167,930
Cost of sales ........................................ 105,087 45,051
--------- ---------
GROSS PROFIT ......................................... 250,383 122,879
--------- ---------
Selling, general and administrative expenses ......... 186,646 97,316
Amortization of intangibles .......................... 87,101 46,813
Depreciation ......................................... 34,713 16,266
Integration and restructuring costs .................. 12,640 7,438
--------- ---------
321,100 167,833
--------- ---------
LOSS FROM OPERATIONS ................................. (70,717) (44,954)
Interest expense, net ................................ (7,966) (2,868)
Debt conversion expense .............................. (6,689) --
Exchange gains/(losses), net ......................... (983) 244
Other expense, net ................................... (59) --
--------- ---------
LOSS BEFORE INCOME TAXES AND EXTRAORDINARY ITEM ...... (86,414) (47,578)
Income tax expense ................................... (2,937) (477)
--------- ---------
LOSS BEFORE EXTRAORDINARY ITEM ....................... (89,351) (48,055)
Extraordinary item, net of tax ....................... 384 --
--------- ---------
NET LOSS ............................................. $ (88,967) $ (48,055)
========= =========
Basic and diluted loss per share before
extraordinary item ................................. $ (1.77) $ (1.44)
Extraordinary item ................................... .01 --
--------- ---------
Net loss per share ................................... $ (1.76) $ (1.44)
========= =========
Shares used in computing basic and diluted
loss per share ..................................... 50,485 33,273
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE> 5
GETTY IMAGES, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(IN THOUSANDS)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents ........................ $ 62,167 $ 105,356
Accounts receivable, net ......................... 95,036 64,742
Prepaid expenses and other assets ................ 38,790 29,054
Inventories, net ................................. 7,936 4,970
Deferred tax assets .............................. 4,000 4,953
----------- -----------
TOTAL CURRENT ASSETS ............................. 207,929 209,075
Property and equipment, net ...................... 129,830 104,193
Intangible assets, net ........................... 780,071 608,016
Investments ...................................... 2,171 2,338
Deferred tax assets .............................. 39,109 15,947
----------- -----------
TOTAL ASSETS ..................................... $ 1,159,110 $ 939,569
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable ................................. $ 76,790 $ 42,915
Accrued expenses ................................. 40,912 42,329
Income taxes payable ............................. 12,256 2,953
Current portion of long-term debt ................ 1,867 3,879
----------- -----------
TOTAL CURRENT LIABILITIES ........................ 131,825 92,076
Long-term debt ................................... 273,350 101,802
----------- -----------
TOTAL LIABILITIES ................................ 405,175 193,878
----------- -----------
STOCKHOLDERS' EQUITY
Common stock ..................................... 506 452
Exchangeable preferred stock ..................... 4 15
Additional paid-in capital ....................... 950,575 841,320
Accumulated deficit .............................. (185,059) (96,092)
Accumulated other comprehensive loss ............. (12,091) (4)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY ....................... 753,935 745,691
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ....... $ 1,159,110 $ 939,569
=========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE> 6
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
Exchange of shares by former
Eyewire shareholders .............. 1,043 (1,043) 11 (11)
Exercise of stock options ........... 1,663 17 17,718
Tax benefit related to stock
option exercises .................. 15,505
Shares issued on debt conversion .... 2,188 22 60,400
Shares issued on acquisitions of
subsidiaries ...................... 379 4 15,197
Shares issued for acquisition of
film library ...................... 12 435
Net loss ............................
Foreign currency translation
adjustments, net of deferred
tax charge of $4,141 ..............
--------- --------- --------- --------- ---------
Balance at September 30, 2000 ....... 50,551 410 $ 506 $ 4 $ 950,575
========= ========= ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
ACCUMULATED
OTHER
ACCUMULATED COMPREHENSIVE
DEFICIT LOSS TOTAL
----------- ------------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
BALANCE AT DECEMBER 31, 1999 ........ $ (96,092) $ (4) $ 745,691
Exercise of stock options ........... 17,735
Tax benefit related to stock
option exercises .................. 15,505
Shares issued on debt conversion .... 60,422
Shares issued on acquisitions of
subsidiaries ...................... 15,201
Shares issued for acquisition of
film library ...................... 435
Net loss ............................ (88,967) (88,967)
Foreign currency translation
adjustments, net of deferred
tax charge of $4,141 .............. (12,087) (12,087)
--------- --------- ---------
Balance at September 30, 2000 ....... $(185,059) $ (12,091) $ 753,935
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE> 7
GETTY IMAGES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
2000 1999
------------- -------------
(IN THOUSANDS)
<S> <C> <C>
CASH PROVIDED BY OPERATING ACTIVITIES ............................ $ 22,331 $ 430
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Business acquisitions, net of cash acquired ................ (244,649) (435)
Purchase of property and equipment ......................... (57,389) (30,198)
Cash paid for security deposit on lease .................... (2,139) --
Other ...................................................... 293 --
--------- ---------
CASH USED IN INVESTING ACTIVITIES ................................ (303,884) (30,633)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of debt ........................................... 250,000 20,000
Payment of debt issuance costs ............................. (8,429) --
Payments on principal balance of debt ...................... (12,650) --
Proceeds from issuance of common stock ..................... 17,809 2,007
Payments on debt conversion inducement ..................... (6,689) --
Other ...................................................... (904) (374)
--------- ---------
CASH PROVIDED BY FINANCING ACTIVITIES ............................ 239,137 21,633
--------- ---------
Net increase/(decrease) in cash and cash equivalents ............. (42,416) (8,570)
Exchange rate differences arising from translation of foreign
currency balances .............................................. (773) 2,297
Cash and cash equivalents
-- beginning of period ........................................... 105,356 16,150
--------- ---------
-- end of period ................................................. $ 62,167 $ 9,877
========= =========
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 .................. $ 15,200 --
</TABLE>
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
2000 1999
------------- -------------
(IN THOUSANDS)
<S> <C> <C>
Net loss ..................................... $ (88,967) $(48,055)
Foreign currency translation adjustments,
net of tax ................................. (12,087) 142
--------- --------
COMPREHENSIVE LOSS ........................... $(101,054) $(47,913)
========= ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<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 nine months ended September 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 Statement No.
133, Accounting for Derivative Instruments and Hedging Activities, subsequently
amended by Statement No. 138, which is required to be adopted in years
beginning after June 15, 2000. The Statement will require the Company to
recognize all derivatives on the balance sheet at fair value. If the derivative
is a hedge, depending on the nature of the hedge, changes in the fair value of
the derivative will either be offset against the changes in fair value of the
hedged item through earnings or recognized in other comprehensive income until
the hedged item is recognized in earnings. The Company will adopt the new
Statement effective January 1, 2001. Management does not anticipate that the
adoption will have a significant effect on the Company's results of operations
or financial position.
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. The Company has evaluated the impact of
this pronouncement and determined that there will be no material effect on its
financial position and results 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 respective dates of acquisition. All
material intercompany balances 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
<PAGE> 9
price and related costs over the fair value of the net assets of businesses
acquired. The value of goodwill and other intangibles is reviewed periodically,
when circumstances warrant, in relation to the operating performance and future
undiscounted cash flows 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 September 30, 2000.
PROVISION FOR INCOME TAXES
The Company provides for income taxes on an interim basis using its estimated
effective annual income tax rate. Excluding debt conversion expense and the
amortization of intangibles, which are largely non-deductible for tax purposes,
the Company provided for income taxes at an effective annual tax rate of 41.8%
and 39.4% in 2000 and 1999,respectively.
NET LOSS PER SHARE
Basic and diluted loss per share for the three and nine month periods ended
September 30, 2000 are computed on the basis of 50,417,000 and 50,485,000
weighted average number of shares outstanding, respectively. Basic and diluted
loss per share for the three and nine month periods ended September 30, 1999 are
computed on the basis of 35,513,000 and 33,273,000 weighted average number of
shares outstanding, 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 restructure all the
Company's businesses 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 have been expensed as incurred. Integration costs incurred
during the nine month period ended September 30, 2000 were:
<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
Consulting and professional services ....................... $ 1,378
Systems and process integration costs ...................... 9,496
Contract termination costs ................................. 1,766
-------
$12,640
=======
</TABLE>
<PAGE> 10
Restructuring costs have been utilized in the nine month period ended September
30, 2000, as follows:
<TABLE>
<CAPTION>
BEGINNING ENDING
ACCRUAL UTILIZED ACCRUAL
--------- -------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Property exit costs ........... $1,155 $ 187 $968
Employee termination and
relocation costs ............. 1,311 473 838
Contract termination costs .... 466 -- 466
------ ------ ------
$2,932 $ 660 $2,272
====== ====== ======
</TABLE>
The charge for employee termination costs in the nine month period ended
September 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 remaining accrual at September 30, 2000 related to property exit, employee
termination, and contract termination costs is expected to be substantially
utilized during the remainder of 2000.
4. FOREIGN CURRENCY TRANSLATION
Unrealized net exchange losses of $10.6 million and $18.4 million for the three
and nine month periods ended September 30, 2000, respectively, and net exchange
gains of $2.1 million and net exchange losses of $1.5 million for the three and
nine month periods ended September 30, 1999, respectively, arose on the
translation of certain long-term intercompany foreign currency transactions.
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, after
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.
<PAGE> 11
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.
The 5% 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 January 31, 2000, the Company issued 49,565 shares of its common stock with
an aggregate value of $2.3 million 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 and,
accordingly, the results of operations since the date of acquisition are
included with those of the Company.
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 and, 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 nine month periods ended September 30, 2000 and 1999, respectively, on
the basis that the acquisition of VCG in 2000 and the acquisitions of The Image
Bank and Art.com 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 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.
<PAGE> 12
<TABLE>
<CAPTION>
(UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
2000 1999
---------- ------------
(IN THOUSANDS EXCEPT
PER SHARE DATA)
<S> <C> <C>
Sales ............................... $ 374,817 $ 293,963
Amortization of intangibles ......... (92,803) (93,569)
Depreciation ........................ (34,849) (32,266)
Restructuring and integration ....... (12,640) (7,438)
Interest expense, net ............... (12,491) (14,448)
Exchange losses, net ................ (1,160) (1,544)
Other income/(loss).................. (39) 228
Loss before extraordinary item ...... (100,137) (106,933)
Extraordinary item, net of tax ...... 384
Net loss ............................ $ (99,753) $(106,933)
Basic and diluted loss per share
before extraordinary item .......... $ (1.99) $ (3.04)
Extraordinary item per share ........ .01 --
Basic and diluted net loss
per share .......................... $ (1.98) $ (3.04)
Shares used in computing basic
and diluted loss per share ......... 50,485 35,189
</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 common stock with an aggregate value of $2.6 million. These transactions were
accounted for using the purchase method of accounting and, 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 is being amortized over five years.
On September 20, 2000, the Company acquired all of the outstanding shares of
Cass & Cass Limited ("TIB-UK"), the United Kingdom agent of The Image Bank for
$6.3 million in cash and the issuance of 247,790 shares with an aggregate value
of $10.4 million. The transaction was accounted for using the purchase method of
accounting and, accordingly, the results of operations since the date of
acquisition are included with those of the Company. Goodwill of $17.1 million,
including costs of the acquisition, is being amortized over ten years.
Certain of the information related to the acquisitions are based upon
preliminary data and are subject to revision.
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
<PAGE> 13
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 sold to four major types of customers:
- Creative Professionals. Stone and PhotoDisc, leaders in rights-
protected 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. 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. 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.
- Consumers. 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 granting
of rights for the use 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:
Rights protected sales are recognized when an agreement has been completed with
the customer for the use of the image, and the image has been made available for
use. Rights protected pricing terms do not call for additional fees beyond the
agreed
<PAGE> 14
fee, and our customer is contractually obligated to pay the invoiced amount upon
agreement of the usage terms and delivery 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,
Visual Communications Group, and other acquisitions in 2000 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 operations, we believe that EBITDA provides stockholders, investors
and analysts with an appropriate measure of our operating performance. We define
EBITDA as earnings before income taxes, depreciation, amortization, interest,
exchange gains and losses, and when applicable, debt conversion expense,
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.
During 1999, we approved and commenced a program to restructure all our
businesses to serve our four major types of customers. Additionally, in 1999 and
2000 we acquired certain businesses that need to be integrated. During the first
nine months of 2000, we incurred costs of $12.6 million associated with the
continuation of our program to restructure and integrate our businesses to serve
these four customer groups including costs associated with the integration of
The Image Bank, VCG and other subsidiaries. The charges included severance
costs, consulting and professional fees, and systems and process integration
costs. We expect further integration costs to be incurred for these activities
as plans are developed and approved.
<PAGE> 15
UNAUDITED RESULTS OF OPERATIONS:
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30
----------------------------------------------------
% of % of
2000 NET REVENUES 1999 NET REVENUES
--------- ------------ --------- ------------
(IN THOUSANDS, EXCEPT PERCENTAGES)
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Sales ............................................. $ 355,470 100.0% $ 167,930 00.0%
Gross profit ...................................... 250,383 70.4% 122,879 73.2%
Selling, general and administrative expenses ...... (186,646) (52.5)% (97,316) (58.0)%
Integration and restructuring costs ............... (12,640) (3.6)% (7,438) (4.4)%
Amortization and depreciation ..................... (121,814) (34.3)% (63,079) (37.6)%
Loss from operations .............................. (70,717) (19.9)% (44,954) (26.8)%
Interest expense, net ............................. (7,966) (2.2)% (2,868) (1.7)%
Debt conversion expense ........................... (6,689) (1.9)% -- --
Exchange gains/(losses), net ...................... (983) (0.3)% 244 (0.1)%
Income taxes ...................................... (2,937) (0.8)% (477)
(0.3)%
Extraordinary item, net ........................... 384 0.1% -- --
Net loss .......................................... (88,967) (25.0)% (48,055) (28.6)%
OPERATING DATA:
EBITDA(1) ......................................... $ 63,737 17.9% $ 25,563 15.2%
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30
------------------------------------------------------------
% of % of
2000 NET REVENUES 1999 NET REVENUES
---------- ------------ ---------- ------------
(IN THOUSANDS, EXCEPT PERCENTAGES)
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Sales ........................................... $126,998 100.0% $ 60,823 100.0%
Gross profit .................................... 89,517 70.5% 44,377 73.0%
Selling, general and administrative expenses .... (62,078) (48.9)% (36,520) (60.0)%
Integration and restructuring costs ............. (3,891) (3.1)% (7,438) (12.2)%
Amortization and depreciation ................... (42,875) (33.8)% (25,997) (42.7)%
Loss from operations ............................ (19,327) (15.2)% (25,578) (42.1)%
Interest expense, net ........................... (3,451) (2.7)% (1,095) (1.8)%
Exchange gains/(losses), net .................... (210) (0.2)% 615 1.0%
Income tax (expense)/benefit .................... (3,322) (2.6)% 1,691 (2.8)%
Net loss ........................................ (26,356) (20.8)% (24,367) (40.1)%
OPERATING DATA:
EBITDA(1) ....................................... $ 27,439 21.6% $ 7,857 12.9%
</TABLE>
(1) "EBITDA" is defined as earnings before income taxes, depreciation,
amortization, interest, exchange gains and losses, and when applicable,
debt conversion expense, 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 $167.9 million in the nine months ended September 30,
1999 to $355.5 million in the nine months ended September 30, 2000, an increase
of 111.7%, and from $60.8 million in the third quarter of 1999 to $127.0 million
in third quarter of 2000, an increase of 108.9%. Both strong organic growth and
strategic acquisitions in late 1999 and in the nine months ended September 30,
2000 contributed to the Company's overall revenue growth. Organic growth for the
third quarter over the second quarter of 2000 was 37.2%. These increases were
largely attributable to the continued growth of our base businesses, consisting
of those businesses acquired in the past twelve months (we acquired, 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 third quarter of
2000. E-commerce sales more than doubled from $19.4 million, or 31.9% of sales,
in the third quarter of 1999, to $44.9 million, an increase of 131.4% and 35.4%
of sales in the third quarter of 2000. Growth in e-commerce sales in the third
quarter over the second quarter of 2000 was
<PAGE> 16
16.0%. These increases were due principally to the growth in e-commerce sales at
Allsport, Photodisc, Eyewire, and Tony Stone Images, particularly in North
America.
GROSS PROFIT
Gross profit as a percentage of sales, or gross margin, decreased from 73.2% in
the nine months ended September 30, 1999, to 70.4% in the nine months ended
September 30, 2000. Gross profit as a percentage of sales decreased from 73.0%
in the third quarter of 1999, to 70.5% in the third 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 business, consisting of
Art.com and American Royal Arts. Due to the manufacturing nature of Art.com's
supply chain and the fact that a significant amount of product is being sourced
from third parties, gross margins in Art.com are lower than our average gross
margin.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
The decrease in selling, general and administrative expenses as a percentage of
sales, for the three and nine month periods presented, 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 third quarter of 2000 from 53.9% in the third
quarter of 1999.
We continue our commitment 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 will continue 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 to serve the four major types of customers, and to integrate our
recent acquisitions.
EBITDA
EBITDA increased from $25.6 million in the nine months ended September 30, 1999
to $63.7 million in the nine months ended September 30, 2000, representing an
increase of 148.8%. EBITDA increased from $7.9 million in the third quarter of
1999 to $27.4 million in the third quarter of 2000, representing an increase of
246.8%.
In our business-to-business operations we generated EBITDA of $11.3 million in
the third quarter of 1999, as compared to $30.0 million in the third quarter of
2000, an increase of 166.4%. Continued investments at Art.com resulted in an
EBITDA loss in the business-to-consumer operations of $2.6 million in the third
quarter of 2000.
EBITDA as a percentage of sales increased from 15.2% in the third quarter of
1999 to 17.9% in the third quarter of 2000. The growth in EBITDA as a
percentage of sales 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 third quarter of
2000 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
<PAGE> 17
efficiencies. EBITDA as a percentage of sales increased from 18.1% in the second
quarter of 2000 to 21.6% in the third quarter of 2000, principally due to the
continuing reduction in selling, general, and administrative expenses in the
third quarter of 2000.
AMORTIZATION OF INTANGIBLES AND DEPRECIATION
Amortization of intangibles increased from $46.8 million in the nine months
ended September 30, 1999 to $87.1 million in the nine months ended September 30,
2000, an increase of 86.1%, and from $19.8 million in the three months ended
September 30, 1999 to $30.7 million in the three months ended September 30,
2000, an increase of 55.1%. 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 $16.3 million in the nine months ended September 30,
1999 to $34.7 million in the nine months ended September 30, 2000, an increase
of 112.9%, and from $6.2 million in the three months ended September 30, 1999 to
$12.2 million in the three months ended September 30, 2000, an increase of
96.8%. 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
$57.4 million for the nine months ended September 30, 2000 and $17.1 million in
the quarter ended September 30, 2000.
INCOME TAXES
Income tax expense for the nine months ended September 30, 2000 was $2.9 million
and $3.3 million for the three months ended September 30, 2000. This compares
with income tax expense for the nine months ended September 30, 1999 of $0.5
million and a tax benefit of $1.7 million for the three months ended September
30, 1999. 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 43.6 and 41.8%, for the three and nine months ended
September 30, 2000, respectively compared to 39.4% for the same periods last
year.
LIQUIDITY AND CAPITAL RESOURCES
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------
2000 1999
--------- --------
(IN THOUSANDS)
<S> <C> <C>
Net cash provided by/(used in):
Operating activities ........................... $ 22,331 $ 430
Investing activities ........................... (303,884) (30,633)
Financing activities ........................... 239,137 21,633
Exchange differences arising from translation
of foreign currency balances ................... (773) 2,297
--------- --------
Net decrease in cash and cash equivalents ......... $ (43,189) $ (6,273)
========= ========
</TABLE>
<PAGE> 18
Our cash resources decreased by $43.2 million in the nine months ended September
30, 2000 compared to a decrease of $6.3 million in the nine months ended
September 30, 1999.
Net cash provided by operating activities was $22.3 million in the nine months
ended September 30, 2000 compared to $0.4 million in the nine months ended
September 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 nine months ended September 30,
2000 was $303.9 million, compared to $30.6 million in the same period last year.
The increase in use of cash primarily reflects business acquisitions of $224.6
million, including Visual Communications Group Holdings, Ltd. and related
companies, and additions to property and equipment of $57.4 million, principally
related to new technology.
Net cash provided by financing activities was $239.1 million, primarily as a
result of the issuance of $250 million of notes due in 2007, less debt issuance
costs, payments on debt conversion inducement of the previously issued 4.75%
convertible notes, and repayment of $10 million on our bank loan.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement No.
133, Accounting for Derivative Instruments and Hedging Activities, subsequently
amended by Statement No. 138, which is required to be adopted in years
beginning after June 15, 2000. The Statement will require the Company to
recognize all derivatives on the balance sheet at fair value. If the derivative
is a hedge, depending on the nature of the hedge, changes in the fair value of
the derivative will either be offset against the changes in fair value of the
hedged item through earnings or recognized in other comprehensive income until
the hedged item is recognized in earnings. The Company will adopt the new
Statement effective January 1, 2001. Management does not anticipate that the
adoption will have a significant effect on the Company's results of operations
or financial position.
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 have evaluated the impact of this
pronouncement and determined that there will be no material effect 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.
<PAGE> 19
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 $209,543
Average interest rate .... 4.75% 5.00% 4.99%
Variable rate (USD) ...... $20,000 $ 20,000 $ 20,000
Average interest rate .... 8.02% 8.02% 8.02%
Other borrowings ......... $1,264 $ 1,264 $ 1,264
Average interest rate .... 6.75% 6.75% 6.75%
</TABLE>
FOREIGN CURRENCY RISK
We conduct our business primarily in the United States and the United Kingdom
and, therefore, our cash flows are primarily denominated in US dollars and
pounds sterling. We are exposed to foreign exchange risk related to foreign
currency denominated assets, 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 September 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 were no forward exchange contracts at September 30, 2000.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See previous reports filed on Form 10-Q for 2000.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On January 31, 2000, the Company issued 49,565 shares of its common stock, in
connection with the acquisition of all the issued and outstanding capital stock
of i/us Corporation.
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.
<PAGE> 20
On September 20, 2000, the Company issued 247,790 shares of its common stock, in
addition to other consideration, in connection with the acquisition of all the
issued and outstanding capital stock of Cass & Cass Limited.
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
None
GETTY IMAGES, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<S> <C>
2.1* Agreement for the Sale and Purchase of the entire issued Share
Capital of Cass & Cass Limited, dated September 20, 2000.
10.1* Employment Agreement between the Company and Elizabeth J. Huebner,
dated September 18, 2000.
27.1* Financial Data Schedule
</TABLE>
* Filed herewith.
<PAGE> 21
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: November 14, 2000 By: /s/ Elizabeth J. Huebner
---------------------------------
Name: Elizabeth J. Huebner
Title: Chief Financial Officer
