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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Fiscal Year Ended December 31, 2003

Commission File Number: 000-23747

 

GETTY IMAGES, INC.

 

(Exact Name of Registrant as Specified in its Charter)

 

DELAWARE   98-0177556
(State or Jurisdiction of Incorporation or Organization)   (I.R.S. Employer Identification No.)

 

601 N 34TH STREET

SEATTLE, WASHINGTON 98103

(Address of Principal Executive Offices)

 

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (206) 925-5000

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

 

Title of Each Class  

Name of Exchange on which

Each Class is Registered


 
Common Stock, par value $0.01 per share   New York Stock Exchange

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE

 

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 12 months (or for such shorter period that registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes x No ¨

 

The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $1,855.1 million as of June 30, 2003 (the last business day of the registrant’s most recently completed second fiscal quarter) based upon the closing price of $41.30 on the New York Stock Exchange reported on such date.

 

As of March 1, 2004, the registrant had 57,851,028 shares of Common Stock, $0.01 par value, outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Certain information required by Part III of this document is incorporated by reference to certain portions of our definitive Proxy Statement (to be filed) for the Annual Meeting of Stockholders to be held May 17, 2004.

 

An Index to Exhibits appears at Part IV, Item 15, pages 32 to 34 herein.


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        GETTY IMAGES, INC.       December 31, 2003       FORM 10-K            

 

TABLE OF CONTENTS

 

        PAGE
PART I
ITEM 1   Business   1
ITEM 2   Properties   8
ITEM 3   Legal Proceedings   8
ITEM 4   Submission of Matters to a Vote of Security Holders   8
PART II
ITEM 5   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities   9
ITEM 6   Selected Consolidated Financial Data   10
ITEM 7   Management’s Discussion and Analysis of Financial Condition and Results of Operations   11
ITEM 7A   Quantitative and Qualitative Disclosures about Market Risk   26
ITEM 8   Consolidated Financial Statements and Supplementary Data   29
ITEM 9   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   29
ITEM 9A   Controls and Procedures   29
PART III
ITEM 10   Directors and Executive Officers of the Registrant   29
ITEM 11   Executive Compensation   29
ITEM 12   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   30
ITEM 13   Certain Relationships and Related Transactions   30
ITEM 14   Principal Accountant Fees and Services   30
PART IV
ITEM 15   Exhibits, Financial Statement Schedules and Reports on Form 8-K   31
SIGNATURES       35

 


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PART I

 

ITEM 1. BUSINESS

 

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of Getty Images, Inc. We may, from time to time, make written or oral statements that are “forward-looking,” including statements contained in this Annual Report on Form 10-K, the documents incorporated herein by reference, and other filings with the Securities and Exchange Commission. These statements are based on management’s current expectations, assumptions and projections about Getty Images, Inc. and its industry and are made on the basis of management’s views as of the time the statements are made. All statements, analyses and other information contained in this report relative to trends in revenue, gross margin, anticipated expense levels and liquidity and capital resources, as well as other statements including, but not limited to, words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “seek,” “intend” and other similar expressions, constitute forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks and uncertainties that are difficult to predict and that could cause our actual results to differ materially from our past performance and our current expectations, assumptions and projections. Differences may result from actions taken by us as well as from risks and uncertainties beyond our control. Potential risks and uncertainties include, among others, those set forth herein under “Factors That May Affect the Business,” as well as in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Except as required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise. Readers should carefully review the factors set forth in other reports or documents that we file from time to time with the Securities and Exchange Commission.

 

In this Annual Report, “Getty Images,” “the company,” “we,” “us,” and “our” refer to Getty Images, Inc. and its consolidated subsidiaries, unless the context otherwise dictates.

 

GENERAL DEVELOPMENT AND NARRATIVE DESCRIPTION OF THE BUSINESS

 

Overview

Getty Images, Inc. was founded in 1995 and is a leading provider of imagery and related products and services to businesses worldwide. We deliver our products digitally via the Internet and CD-ROMs. We are headquartered in Seattle, Washington, and operate company-owned offices serving customers in approximately 35 countries. In addition, our products are sold through a global network of distributors serving customers in approximately 65 countries. We pioneered the solution to aggregate and distribute visual content and, since 1995, have brought many of the visual content industry’s leading image collections under one centralized corporate structure.

 

We provide our high quality, relevant imagery to: creative professionals at advertising agencies, graphic design firms, corporations and film and broadcasting companies; press and editorial customers involved in newspaper, magazine, book, CD-ROM and online publishing; and corporate communications departments and other business customers. By aggregating the content of our various leading imagery collections on the Internet and partnering with other stock imagery providers, we offer a comprehensive and user-friendly solution for our customers’ imagery needs. Our goal is to leverage our internally developed search and e-commerce technology to continue to develop our position as a leader in the visual content industry.

 

Products, Services and Customers

 

PRODUCTS AND SERVICES

We offer our customers a variety of visual content products, including creative, or “stock” imagery (both still and moving images), editorial photography, archival imagery (both still and moving), illustrations and related products and services. Imagery is offered to customers through our creative photography collections (The Image Bank, Photodisc, Photographer’s Choice, Stone and Taxi), Getty Images Film and Getty Images Editorial (news, sports, entertainment and archival imagery), and collections of other imagery providers, such as Digital Vision, National Geographic and Time Life Pictures. These products and services are offered through our website, CD-ROMs and our international distribution network.

 

We also offer assignment services under which we handle all aspects of a custom photography project for a customer, such as photographing executives for an annual report, producing product shots for a brochure or documenting a news event. In 2003, we expanded our assignment services offering and now have a large number of experienced photographers on staff or on contract as well as a team of account managers dedicated to managing assignment photography projects.


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CUSTOMERS

We serve a variety of customers in four major categories: creative customers (advertising and design agencies), editorial customers (publishing and media companies), corporate customers (in-house advertising groups and corporate communications departments) and film customers (film and broadcast production companies). Due to the wide variety of customers and channels to and through which our products and services are marketed, as well as their dispersion across many geographic areas, we are not dependent on a single customer or a few customers, the loss of which would have a material adverse effect on us.

 

Creative Customers    For our creative customers, we supply images that cover a wide variety of contemporary subjects including lifestyles, business, science, health and beauty, sports, transportation and travel. These customers usually have a commercial or advertising message they are trying to convey and, consequently, are typically looking for a specific conceptual image. Image relevance and accessibility are important factors in the customer’s decision. Advertising and design agency customers need to access imagery as part of their everyday working life.

 

Editorial Customers    We supply images to a customer base of professionals who use imagery in the publication of newspapers, books and magazines, both online and in traditional media. The imagery that is provided to these customers covers major political, news, social and sporting events ranging from contemporary photographs to imagery from the beginning of photography in the early nineteenth century. These customers are looking for imagery that conveys information to illustrate the story they are covering (such as a news, sports or entertainment event) and often require that the imagery be delivered during or immediately following the event.

 

Corporate Customers    We offer a variety of imagery to corporate communications departments and other business users. These customers require imagery for a wide range of business communication materials for internal and external use, including brochures, employee communications, annual reports, newsletters, websites and presentations.

 

Film Customers    We offer film (moving) imagery to customers engaged in producing commercial motion pictures, television advertisements and programming, trade show and promotional videos, documentaries and other film-based media. These customers require contemporary and archival film clips covering a broad range of topics.

 

Sources and Availability of Content

In 2003, we continued to increase the number and variety of images available to customers by entering into partnerships with other imagery providers through which we offer their photography and/or film collections on our website. We believe that by offering a selection of the highest quality images from other providers of visual content, we enhance our ability to serve our customers and to generate additional revenue with minimal incremental cost. In 2003, we added 13 new collections from other imagery partners to our website, including both still and moving imagery.

 

CREATIVE

To develop our creative imagery collections, we have creative research and imagery teams in Japan, London, Los Angeles, Munich, New York, Paris and Seattle that analyze customer requests and buying behavior and perform research in key markets in order to target and source images. We have contractual relationships with contributing photographers, including highly respected, internationally renowned professional photographers representing a variety of styles, specialties and backgrounds. In many cases, we provide on-site art direction for our photographers, working with them on location around the world. We accepted nearly 75,000 new images into our creative photography collections in 2003. All new images accepted into our collections are digitized, assigned keywords and posted on our website and are available for search, selection, license and download 24 hours a day, seven days a week. Because we accept imagery from a substantial number of contributors, including photographers and cinematographers, we do not rely on any single or small group of contributors to meet our content needs.

 

EDITORIAL

For editorial content, availability of imagery is time critical. To this end, we have picture desks (production hubs) in London and New York through which photographers submit imagery at any time. To produce our editorial content, we employ staff photographers and have contractual relationships with hundreds of additional photographers. In addition, we have made available on our website, a core collection of archival imagery of interest to editorial customers. We identify upcoming events that will generate demand for particular archival images and we actively market the availability of those images to our editorial customers. We also offer in-depth research services for our customers’ more extensive projects. We receive thousands of digital editorial images per week from our photographers around the world and make these available through our website and through a wire service. By using digital technologies, we are able to make new images available online within fifteen minutes of photographer transmission from major news, sports and entertainment events.


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FILM

For our film collections, we maintain and license a growing library of commercially relevant cinematography covering a broad range of contemporary and archival subjects. Our film collections represent imagery from hundreds of cinematographers and film producers, and each film clip is cataloged for quick access and retrieval in film, videotape and digital formats.

 

Marketing, Sales and Distribution

 

MARKETING

We reach our customers through diverse marketing campaigns including: our website (online marketing); direct mail, e-mail, and printed catalogs (direct marketing); and demonstration reels. These campaigns aim to build awareness for the Getty Images brand, promote the latest imagery and related products and services available on gettyimages.com and highlight our latest products and services. We strive to provide relevant materials to our international markets by producing localized marketing materials, including local language and locally applicable content, where appropriate.

 

Online Marketing    Our website acts both as a marketing and sales tool, making the images of each collection available for search, selection, license and download online. For example, we often invite customers to view our latest creative photography in special “galleries” on our website. We also promote images available on CD-ROM and regularly provide a summary of the latest breaking stories in the editorial section of our website where customers can view, license and download available imagery.

 

Direct Marketing    Direct mail, e-mail and printed catalogs are part of our integrated marketing campaigns aimed at gaining new customers through prospecting and at promoting our latest imagery, products and services to our existing customer base. Over the past two years, we have shifted our marketing strategy from an emphasis on printed catalogs to a focus on e-mail marketing and new forms of interactive communications. We believe these forms are more cost-effective than printed catalogs, provide more opportunities for targeted marketing and better meet our customers’ needs.

 

Demonstration Reels    In addition to online and direct marketing, we market our film collections through demonstration reels sent directly to our existing and potential customers. These demonstration reels contain samples of available footage. In 2003, we added new film functionality to our website, which provides online access to our core film collection in digital format and enables customers to search, select, license and download film clips via the Internet.

 

SALES AND DISTRIBUTION

We license our imagery through our broad international distribution network of company-operated offices serving customers in approximately 35 countries. In addition, our imagery is licensed through distributors serving customers in approximately 65 countries. A direct sales force and key accounts management team target high volume users of images, while our technical support staff and training personnel, who have expertise in digital image applications, design tools and photo manipulation methodologies, assist customers in using our images.

 

We encourage our customers to take advantage of the comprehensive image search capabilities of our website and digital delivery of selected images. We believe the ability to search for, select, license and download images over the Internet offers our customers advantages in terms of convenience, speed and cost efficiency, and enables us to achieve greater economies of scale. Direct communication with our customers, however, remains a significant component of our sales strategy. Our sales representatives assist customers in finding the images they need and keep them informed about our newly offered products and services.

 

Product Rights    We maintain control of our products at all times. Customers may license rights to use single images, film clips or CD-ROM products containing multiple images. Certain types of images may be licensed on an exclusive basis for an additional fee. Customers may also license rights to our editorial images on a subscription basis. Ownership of imagery does not pass to customers who license the imagery; however, occasionally our customers will purchase imagery outright.

 

Licensing Methods    We group our image collections into three primary portfolios corresponding to our three main licensing methods: 1) rights-managed, including still and moving contemporary and archival imagery; 2) royalty-free, including still and moving imagery; and 3) subscriptions, encompassing selected editorial imagery only (customers may also license editorial images on an individual basis).

 

For rights-managed licensing, the license fee is based on how the image will be used, including geographical distribution, license duration, media, exclusivity and circulation. For example, an image to be used as an eighth of a page photo in a brochure to be distributed in one city for three months will cost less to license than an image to be used in a global advertising campaign for a year that


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includes print advertising, billboards and point-of-purchase displays. For an additional fee, customers may also license exclusive rights to an image in a particular geography or industry for a prescribed period of time. We recently introduced Flexible License Packs, which offer customers a quick and cost effective way to license an image for multiple preset media without having to enter into individual license agreements.

 

For royalty-free licensing, the license fee is based on the size of the digital file, from standard resolution (generally one megabyte) to high resolution (generally 48 megabytes). Once the customer has licensed the image, that customer may use the image multiple times for multiple projects without paying additional fees. Royalty-free images may be licensed on a single image basis or as part of a collection of images on a CD-ROM.

 

Subscription licensing is available only for selected editorial images. Under this licensing method, customers pay a periodic fee and then may download as many of the selected editorial images as they need during the subscription period.

 

Operations and Technology

We employ a centralized and integrated technology platform as the foundation for our gettyimages.com website as well as our back-office systems. This platform enables customers to search, select, license and download our digital content (including photographs, film clips and illustrations) from one location, gettyimages.com. It also enables centralized sales order processing, customer database management, finance and accounting systems. These systems span multiple operational activities, including customer interaction, transaction processing, order fulfillment and invoicing.

 

In 2003, we improved our website offerings in several ways. We implemented a number of enhancements to our royalty-free collections, including additional price-point categories, larger digital file sizes and a number of new imagery collections. We also launched our new film offering, which provides online access to our core film collection in digital format and enables customers to search, select, license and download film clips via the Internet. We enhanced our rights-managed licensing process and our product merchandising functionality. In addition, we introduced virtual CD-ROMs that allow customers online access to groups of royalty-free images for one fee. We upgraded the user interface for the editorial section of our website adding new search and browse functionality, providing easier access to our full range of editorial imagery, including news, sport, entertainment, features, archival and publicity product offerings. We also added local currency pricing for a number of new international markets, including Australia, Hong Kong, Malaysia, New Zealand, Singapore, Thailand and The Philippines.

 

The technology architecture supporting gettyimages.com employs a set of software applications to: 1) categorize digital content and embed appropriate keywords and search data; 2) search large information databases across languages and linguistic context; 3) present detailed information related to specific digital content elements; 4) manage online e-commerce transactions for the license of much of our digital content; 5) manage invoice generation and accounts receivable from customers; and 6) track a broad range of intellectual property rights and permissions.

 

These services and systems use a combination of our proprietary technologies and commercially available licensed technologies. We focus our internal development efforts on creating and enhancing the specialized proprietary software that is unique to our business. We intend to continue to investigate, qualify and develop technology and internal systems that support key areas of our business to enhance the online and offline experience of our customers. In particular, we have implemented and continue to develop a flexible infrastructure that will facilitate the licensing and distribution of digital content from other imagery providers through our online e-commerce systems.

 

Certain of our image search, image selection, rights management, customer interaction, order collection, fulfillment and back-office systems are proprietary. These systems were designed to provide reliable e-commerce connectivity and responsive online customer interaction. Our systems infrastructure is hosted internally as well as at an external hosting provider. Both internal and external hosting centers provide 24-hour monitoring, power generators and limited back-up systems.

 

Competition

The market for visual content and related products and services is highly competitive. We believe that the principal competitive factors are: name recognition; company reputation; the quality, relevance, timeliness and diversity of the images in a company’s collections; the quality of contributing photographers and cinematographers under contract with a company; effective use of current and emerging technology; customer service; pricing; accessibility of imagery; distribution capability and speed of fulfillment. Our current and potential competitors include: other general visual content providers such as Corbis, Creatas, Photonica, Superstock and Zefa


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Visual Media; specialized visual content companies that are well established in their local, content or product-specific markets such as Reuters News Service, the Associated Press, Action Images, WireImage and Zuma Press; stock film footage businesses such as Corbis Motion; and commissioned photographers. There are also hundreds of small stock photography and film footage agencies and image content aggregators throughout the world.

 

Intellectual Property

Most of the images in our collections are obtained from independent photographers and cinematographers on an exclusive basis. Professional photographers and cinematographers prefer to retain ownership of their work. As a result, copyright to an image remains with the contributing photographer or cinematographer in most cases, while we obtain the exclusive right to market the image on their behalf for a period of time. A substantial portion of the images in our editorial (news, sports, entertainment and archival) collections and certain images in our other collections are owned by us or are in the public domain.

 

We also own numerous trademarks that are important to our business. Depending on the jurisdiction, trademarks are valid as long as they are in use and/or their registrations are properly maintained and they have not been found to have become generic. Registrations of trademarks generally can be renewed indefinitely as long as the trademarks are in use.

 

Please see “Factors That May Affect the Business — Our Right to Use the Getty Images Trademarks Is Subject to Forfeiture in The Event We Experience a Change of Control” below for more information about certain of our trademarks.

 

Factors That May Affect the Business

 

WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY AGAINST COMPETITORS

See the discussion under “Competition” above.

 

OUR QUARTERLY FINANCIAL RESULTS AND STOCK PRICE MAY FLUCTUATE

Our revenues and operating results are expected to vary from quarter to quarter due to a number of factors, both within and outside of our control, including, but not limited to, the following:

    demand for our existing and new content, products and services, and those of our competitors;
    changes in our pricing policies and practices;
    changes in the sales mix of our products and services, including the mix of licensed uses, company owned and licensed imagery, and the geographic distribution of such licenses;
    our ability to attract and retain customers;
    the effect of fluctuations in foreign exchange rates on the results of our operations;
    costs related to potential acquisitions and development of technology, services, products, or new businesses; and
    changes in U.S. and global capital markets and economies, or in applicable tax laws and regulations.

 

Because of these risks and others, it is possible that our future quarterly results may differ from management’s expectations and the expectations of analysts and investors, causing our stock price to fluctuate.

 

OTHER IMAGERY PARTNERS ARE IMPORTANT TO OUR BUSINESS

We have entered into commercial agreements with other businesses to host and license their imagery on the gettyimages.com website. These arrangements require resource and personnel commitments by us, limiting the number of images from other imagery partners we may host or integrate during a given period. Additionally, if there are problems with the relevancy, quality, or market and customer acceptance of this imagery, our revenues and operating results may be adversely affected.

 

IMPAIRMENT OF THE VALUE OF SIGNIFICANT ASSETS COULD HAVE AN ADVERSE IMPACT ON OUR OPERATING RESULTS

See “Critical Accounting Policies and Estimates and Assumptions” in Management’s Discussion and Analysis under Item 7 in Part II of this Annual Report on Form 10-K.

 

OUR DEFERRED TAX ASSETS WOULD CHANGE IF WE MODIFY OUR VALUATION ALLOWANCE.

See “Critical Accounting Policies and Estimates and Assumptions” in Management’s Discussion and Analysis under Item 7 in Part II of this Annual Report on Form 10-K.


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SYSTEMS SECURITY RISKS AND CONCERNS MAY HARM OUR BUSINESS

An important component of e-commerce and online communications is the secure transmission of confidential information and the transaction of commerce over the Internet. Developments in computer capabilities, viruses, or other events could result in compromises or breaches of our systems or those of other websites and networks, jeopardizing proprietary and confidential information belonging to us or our customers, or causing potentially serious interruptions in our services, sales or operations. We may be required to expend significant additional resources to protect against the threat of security breaches or to alleviate problems caused by such breaches. Additionally, any well-publicized compromises of our security system or the Internet may reduce our customers’ desire to transact business over the Internet.

 

WE MAY EXPERIENCE SYSTEM FAILURES AND SERVICE INTERRUPTIONS

The digitization and Internet distribution of our visual content continues to be a key component of our business and growth strategy. As a result, our revenues are dependent on the ability of our customers to access and conduct transactions through our website. In the past, we have experienced infrequent system interruptions that made our website unavailable or prevented us from efficiently taking or fulfilling orders. We cannot guarantee that we can prevent future interruptions. Additionally, we depend on certain third-party software and system providers for the processing and distribution of our imagery and related products and services. System failures or interruptions, whether as a result of our internally developed systems or those of the third-party providers, may inconvenience our customers, result in negative publicity, and negatively affect our provision of services and the volume of images we license and deliver over the Internet.

 

We have focused significant resources and attention on the installation and development of enterprise systems for technology, business processes, sales and marketing systems, finance and royalty systems, customer interfaces, and other corporate administrative functions. We will need to continue upgrading these enterprise systems as well as our network infrastructure to accommodate increased traffic on our website, sales volume, and the processing of the resulting information. Without continued improvement and enhancements to our enterprise systems and network infrastructure, we may face system interruptions, poor response times, diminished customer service, impaired quality and speed of order fulfillment, and potential problems with our financial reporting.

 

The computer and communications hardware necessary to operate our corporate functions are located in metropolitan areas worldwide. Any of these systems and operations could be damaged or interrupted by fire, flood, power loss, telecommunications failure, earthquake and similar events. We do not have full redundancy for all of our network and telecommunications facilities.

 

CERTAIN OF OUR STOCKHOLDERS CAN EXERCISE SIGNIFICANT INFLUENCE OVER OUR BUSINESS AND AFFAIRS

Some of our stockholders own substantial percentages of the outstanding shares of our common stock. Getty Investments L.L.C.; The October 1993 Trust; The JD Klein Family Settlement; Mr. Mark H. Getty, our Executive Chairman; and Mr. Jonathan D. Klein, our Chief Executive Officer, collectively the Getty Group, owned approximately 18% of the outstanding shares of our common stock at March 1, 2004. Getty Investments alone owned approximately 17% of the outstanding shares of our common stock at March 1, 2004. Mr. Mark H. Getty, our Executive Chairman, serves as the Chairman of the Board of Directors of Getty Investments, while Mr. Jonathan D. Klein, our Chief Executive Officer, and Mr. Andrew S. Garb, a member of our Board of Directors, serve on the Board of Directors of Getty Investments.

 

As a result of their share ownership, the Getty Group has significant influence over all matters requiring approval of our stockholders, including the election of directors and the approval of business combinations. The substantial percentage of our common stock held by the Getty Group could also make us a less attractive acquisition candidate or have the effect of delaying or preventing a third party from acquiring control over us at a premium over the then-current price of our common stock. In addition to ownership of common stock, certain members of the Getty Group have management and/or director roles within our company that increase their influence over us.

 

OUR RIGHT TO USE THE “GETTY IMAGES” TRADEMARKS IS SUBJECT TO FORFEITURE IN THE EVENT WE EXPERIENCE A CHANGE OF CONTROL

We own trademarks and trademark applications for the name “Getty Images.” We use “Getty Images” as a corporate identity, as do certain of our subsidiaries, and we use “Getty Images” as a product and service brand. We refer to these trademarks and trademark applications as the Getty Images Trademarks. In the event that a third party or parties not affiliated with the Getty family acquires control of Getty Images, Getty Investments L.L.C. has the right to call for an assignment to it, for a nominal sum, of all rights to the Getty Images Trademarks. In the event of an assignment, we will have 12 months to continue to use the Getty Images Trademarks,


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after which time we no longer would have the right to use them. Getty Investments’ right to cause such an assignment might have a negative impact on the amount of consideration that a potential acquirer would be willing to pay to acquire our common stock.

 

AN INCREASE IN GOVERNMENT REGULATION OF THE INTERNET AND E-COMMERCE COULD HAVE A NEGATIVE IMPACT ON OUR BUSINESS

We are subject to a number of laws and regulations directly applicable to e-commerce. Although existing laws and regulations affecting e-commerce are not unduly burdensome, state, federal and foreign governments have and may continue to adopt legislation regulating the Internet and e-commerce. Such legislation or regulation could both increase our cost of doing business and impede the growth of the Internet while decreasing its acceptance or effectiveness as a communications and commerce medium.

 

Existing or future laws and regulations that may impact our business include, but are not limited to, those that govern or restrict:

    privacy issues and data collection, processing, retention and transmission;
    pricing and taxation of goods and services offered over the Internet;
    website content, or the manner in which products and services may be offered over the Internet; and
    sources of liability for companies involved in Internet services or e-commerce.

 

CERTAIN PROVISIONS OF OUR CORPORATE DOCUMENTS AND DELAWARE CORPORATE LAW MAY DETER A THIRD PARTY FROM ACQUIRING OUR COMPANY

Our Board of Directors has the authority to issue up to 5 million shares of preferred stock and to fix the rights, preferences, privileges and restrictions of such shares without any further vote, approval or action by our stockholders. This authority, together with certain provisions of our restated certificate of incorporation, may have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from attempting to acquire, control of our company. This could occur even if our stockholders consider such change in control to be in their best interests. In addition, the concentration of beneficial ownership of our common stock in the Getty Group, along with certain provisions of Delaware law, may have the effect of delaying, deterring or preventing a takeover of our company.

 

OUR ABILITY TO SERVICE OUR INDEBTEDNESS WILL DEPEND ON OUR FUTURE PERFORMANCE

Our level of indebtedness may pose substantial risks to our security holders, including the risk that we may not be able to generate sufficient cash flow to satisfy our obligations under our indebtedness or to meet our capital requirements. We will dedicate a portion of our cash flow to pay principal and interest on any amounts outstanding under our senior credit facility and our 0.5% convertible subordinated debentures due 2023. Our ability to service our indebtedness will depend on our future performance, which will be affected by general economic conditions and financial, business and other factors, many of which are beyond our control.

 

OUR INDEBTEDNESS COULD REDUCE OUR FLEXIBILITY

Restrictive covenants of our senior credit facility may limit our flexibility in planning for, or reacting to, changes in our business and competitive environment. While we currently anticipate that our available sources of liquidity will be sufficient to meet our needs for working capital and capital expenditures for at least the next 12 months, changes in U.S. and global capital markets and economies, including significant fluctuations in interest rates and the price of our equity securities, or fluctuations in the results of our operations may impede our access to, or increase the cost of, external financing for our operations and any acquisitions.

 

Relationship with Our Employees

At December 31, 2003, we had 1,608 employees. Of these, 858 were located in North America, 617 in Europe and 133 in the rest of the world. We believe that we have satisfactory relations with our employees.

 

Governmental Regulation

All of our facilities, including those in the U.S., are subject to environmental laws and regulations. Compliance with these provisions has not had, and we do not expect such compliance to have, any material adverse effect upon our capital expenditures, earnings or competitive position.


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FINANCIAL INFORMATION ABOUT SEGMENTS AND GEOGRAPHIC AREAS

 

The segment information required herein is contained in Item 6 “Selected Consolidated Financial Data” in Part II of this Annual Report on Form 10-K and is incorporated by reference herein.

 

The geographic information required herein is contained in Note 12 to our Consolidated Financial Statements “Business Segments and Geographic Areas” in Part IV, Item 15(A) of this Annual Report on Form 10-K and is incorporated by reference herein.

 

AVAILABLE INFORMATION

 

We file reports with the Securities and Exchange Commission (SEC), including annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. We maintain an Internet site, http://www.gettyimages.com, where we make these reports and related amendments available free of charge as soon as reasonably practicable after we electronically file such material with the SEC. Our Corporate Governance Guidelines, Code of Business Conduct, Code of Ethics, and charters for the Audit, Compensation, and Nominating and Corporate Governance Committees are available in the Corporate Governance section of gettyimages.com. The Guidelines, Codes and charters are also available in print to any stockholder on request. Please write to Investor Relations Department, Getty Images, Inc., 601 N. 34th Street, Seattle, Washington 98103. Our website and the information contained therein or connected thereto are not incorporated by reference into this Annual Report on Form 10-K.

 

ITEM 2. PROPERTIES

 

Our principal executive offices and worldwide headquarters are located in Seattle, Washington. We also have a significant presence in New York City, New York and London, England. All facilities data included in this Item is as of March 1, 2004.

 

In Seattle, we lease approximately 209,800 square feet of office space under three leases. Leases covering approximately 29,600 square feet and 180,200 square feet expire in September of 2004 and August of 2013, respectively. Approximately 36,100 square feet of the total leased space has been identified as excess, of which approximately 29,050 square feet is currently subleased.

 

In New York, we lease approximately 246,500 square feet of office space under three leases, which expire in March of 2015. Approximately 145,800 square feet of the total leased space has been identified as excess, all of which is currently subleased.

 

In London, we lease approximately 68,900 square feet of office space under five leases. Leases covering approximately 1,500 square feet, 23,200 square feet, 9,800 square feet, 14,400 square feet and 20,000 square feet expire in June of 2004, October of 2010, March of 2014, October of 2015 and September of 2016, respectively. All of the space in London is used for our operations.

 

We also lease approximately 171,250 square feet of office space in key business centers in other cities around the world. Approximately 45,650 square feet of this space is identified as excess, of which approximately 29,750 square feet is currently subleased.

 

Our existing facilities are adequate and appropriate for our operations.

 

ITEM 3. LEGAL PROCEEDINGS

 

We have been, and may continue to be, subject to legal claims from time to time in the ordinary course of our business, including those related to alleged infringements of the intellectual property rights of third parties, such as the failure to secure model and property releases for imagery we license. Claims may also include those brought by photographers and cinematographers relating to our handling of images submitted to us or to the companies we have acquired. We have accrued a liability for the estimated costs of defending, adjudicating or settling claims for which we believe a loss is probable. There are no pending legal proceedings to which we are a party or to which any of our property is subject that, either individually or in the aggregate, are expected to have a material adverse effect on our consolidated financial statements.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

No matter was submitted to a vote of our stockholders, through solicitation of proxies or otherwise, during the fourth quarter of fiscal year 2003.


Table of Contents

 

9       GETTY IMAGES, INC.       2003       FORM 10-K   PART II       ITEM 5

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

Our common stock was traded on the Nasdaq National Market (Nasdaq) under the symbol “GETY” through November 4, 2002. Beginning November 5, 2002, our common stock has been traded on the New York Stock Exchange (NYSE) under the symbol “GYI.” The following table sets forth, for each of the quarterly periods indicated, the high and low sale prices of our common stock as reported on the Nasdaq and the NYSE, as applicable:

 

     High    Low

  

  

Year ended December 31, 2003

             

First quarter

   $   32.290    $   25.800

Second quarter

     41.390      26.750

Third quarter

     43.600      31.950

Fourth quarter

     51.000      35.590

  

  

Year ended December 31, 2002

             

First quarter

   $ 30.250    $ 18.250

Second quarter

     38.480      17.890

Third quarter

     23.280      13.190

Fourth quarter

     31.700      17.590

 

On March 5, 2004, the closing market price of our common stock as reported on the NYSE was $52.87 per share.

 

Holders

There were approximately 95 holders of record of our common stock on March 5, 2004.

 

Dividends

We have not paid or declared any dividends on our common stock since our inception and anticipate that we will retain our future earnings to finance the continuing development of our business. The payment of any future dividends will be at the discretion of our Board of Directors and will depend on, among other things, future earnings, the success of our business activities, regulatory and capital requirements, our general financial condition and general business conditions. Our Board of Directors does not expect to declare cash dividends on our common stock in the near future. In addition, our current senior credit facility prohibits the payment of dividends.

 

Unregistered Securities

There were no unregistered securities issued during the fourth quarter of fiscal year 2003.


Table of Contents

 

10       GETTY IMAGES, INC.       2003       FORM 10-K   PART II       ITEM 6

 

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

 

The following selected consolidated financial data is qualified by reference to, and should be read in conjunction with, our Consolidated Financial Statements and notes thereto included in Part IV, Item 15(A) and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part II, Item 7 of this report. Historical results are not necessarily indicative of the results to be expected in the future.

 

YEARS ENDED DECEMBER 31,    2003    2002    2001     2000     1999  

  

  

  


 


 


(In thousands, except per share amounts and ratios)                             

Consolidated Statements of Operations Data

                                      

Revenue

   $ 523,196    $ 463,011    $ 450,985     $ 484,846     $ 247,840  

Income (loss) before income taxes

     87,716      36,087      (98,662 )     (164,151 )     (69,493 )

Net income (loss)

     64,017      21,468      (95,312 )     (169,334 )     (67,833 )

Net income (loss) per share

                                      

Basic

   $ 1.16    $ 0.40    $ (1.84 )   $ (3.40 )   $ (1.94 )

Diluted

     1.11      0.39      (1.84 )     (3.40 )     (1.94 )

Shares used in computing per share amounts

                                      

Basic

     55,412      53,084      51,723