Core Viewpoint - Getty Images' stock has seen a significant increase due to a favorable merger deal with Shutterstock, with shares rising over 13% in the week leading up to the announcement [1]. Group 1: Merger Approval - Shutterstock's shareholders overwhelmingly approved the merger with Getty Images, with approximately 82% voting in favor [2]. - The merger is characterized as a "merger of equals," but the Getty Images name will be retained for the combined entity, with Getty stockholders holding nearly 55% of the new business [4]. Group 2: Market Reaction - Following the announcement of the shareholder vote, Shutterstock's equity also experienced a rise, indicating positive market sentiment towards the merger [5]. Group 3: Insider Activity - Post-merger approval, several insiders from both companies sold portions of their equity holdings, suggesting confidence in the merger's valuation [6].

Core Insights - The report "Sustainability at the Crossroads" by Getty Images provides insights into consumer sentiment regarding sustainability and offers guidance for brands to communicate their CSR commitments effectively [5][12] - A significant 69% of global consumers acknowledge the direct impact of climate change on their daily lives, indicating a growing personal connection to the issue [6][12] - The report highlights a shift in consumer expectations, with 86% believing businesses should leverage their resources to enhance societal and environmental conditions [6][12] Consumer Expectations - 81% of consumers prefer visuals that depict the real effects of climate change, favoring transparency over idealized imagery [15] - 78% of consumers want to see improvements in sustainability efforts, emphasizing the need for storytelling that combines impactful imagery with tangible actions [15] - 83% believe that AI could positively influence the climate crisis in the next five years, although only 41% view AI as beneficial for energy efficiency [15] Brand Communication Strategies - The report stresses the importance of authentic visual storytelling that aligns with real-world impacts, as 76% of consumers question the credibility of brands' environmental claims [12][15] - Companies are encouraged to integrate sustainability into their core identity, showing how they address climate change through product design and messaging [15] - Visuals should reflect personal impacts of climate change, making sustainability relatable and accessible to consumers [15] Methodology - The report is based on global consumer surveys conducted between July 2022 and July 2024, with sample sizes ranging from 5,300 to 7,000 respondents across 25 countries [16]

Core Points - Shutterstock's stockholders approved the merger agreement with Getty Images, with approximately 82% of the shares voting in favor [1][2][3] - The merger aims to create a premier visual content company, enhancing capabilities in content creation, event coverage, and technology innovation [2][3] - The transaction is expected to close in the second half of 2025, pending regulatory approvals and customary conditions [3] Company Overview - Shutterstock is a leading global creative platform providing high-quality creative content for brands, digital media, and marketing companies [5] - The platform is supported by millions of creators and offers a diverse collection of 3D models, videos, music, photographs, vectors, and illustrations [5] - Shutterstock aims to deliver exceptional value to partners, contributors, and stockholders through its innovative technology and comprehensive resources [5]

Core Insights - Getty Images has renewed its partnership as the Official Photographer of the Tribeca Festival for the sixteenth consecutive year, highlighting its commitment to supporting independent storytelling [1][2]. Group 1: Partnership Details - The partnership will see Getty Images' award-winning photographers and videographers capturing high-quality imagery and video throughout the Tribeca Festival, which runs from June 4 to June 15 in New York City [2]. - Getty Images will cover over 100 feature films, including red carpet premieres, film screenings, and various sponsored events, often from exclusive vantage points [2][4]. Group 2: Content Production - Getty Images' team will produce high-end portraits of the Festival's talent and creators, which will be distributed exclusively through gettyimages.com [3]. - The company has been collaborating with the Tribeca Festival since 2009, emphasizing its role in delivering significant moments to global audiences through its unique access and distribution platform [4]. Group 3: Broader Industry Engagement - Beyond the Tribeca Festival, Getty Images is involved in nearly 70,000 entertainment events annually, including awards ceremonies and fashion weeks, partnering with major brands on creative content strategies [4].

Core Viewpoint - Getty Images is taking legal action against Stability AI for allegedly using copyrighted material to train its AI models without permission, which the company views as unfair competition and theft [1][2][3] Group 1: Legal Action - Getty Images is suing Stability AI in both the U.K. and U.S. for copying 12 million images without permission or compensation [3] - The lawsuit claims that Stability AI's actions benefit its commercial interests at the expense of content creators [3] Group 2: Industry Perspective - The CEO of Getty Images, Craig Peters, argues that the AI industry is misusing the concept of innovation to justify the theft of copyrighted material [2] - Peters emphasizes that while competition is welcome, the current practices of some AI firms represent unfair competition [2] Group 3: AI Industry Response - Stability AI contests the legal claims made by Getty Images, asserting that it does not consider them to have merit [3] - The company acknowledges using some images from Getty's websites for training its Stable Diffusion model but denies liability for the claims [3]

Core Insights - Getty Images Holdings, Inc. reported a quarterly loss of $0.14 per share, significantly missing the Zacks Consensus Estimate of $0.03, marking an earnings surprise of -566.67% [1] - The company generated revenues of $224.08 million for the quarter ended March 2025, which was 4.71% below the Zacks Consensus Estimate, but slightly above the year-ago revenues of $222.28 million [2] - The stock has underperformed the market, losing about 13% since the beginning of the year compared to the S&P 500's decline of -3.8% [3] Earnings Outlook - The current consensus EPS estimate for the upcoming quarter is $0.03 on revenues of $236.26 million, and for the current fiscal year, it is $0.10 on revenues of $948.07 million [7] - The estimate revisions trend for Getty Images is currently unfavorable, resulting in a Zacks Rank 5 (Strong Sell), indicating expected underperformance in the near future [6] Industry Context - The Internet - Software industry, to which Getty Images belongs, is currently ranked in the top 39% of over 250 Zacks industries, suggesting a relatively strong industry performance [8] - Another company in the same industry, Domo, is expected to report a quarterly loss of $0.20 per share, with revenues projected to decline by 2.8% year-over-year [9]

Financial Data and Key Metrics Changes - First quarter revenue for 2025 was $224.1 million, representing growth of 0.8% or 2.6% on a currency neutral basis [4][11] - Adjusted EBITDA was $70.1 million for the quarter, down 0.1% or up 2.2% on a currency neutral basis [4][16] - Annual subscription revenue accounted for 57.2% of total revenue, up from 54.7% in Q1 of the previous year [12] - Free cash flow was negative $0.3 million, down from $7.1 million in Q1 2024 [18] Business Line Data and Key Metrics Changes - Subscription revenue grew by 5.4% or 7.2% on a currency neutral basis, driven primarily by growth in premium access [12] - Paid downloads decreased slightly to $93 million, while video attachment rate increased to 16.7% from 14% [13] - Editorial revenue increased by 4% year on year to $82.6 million, while creative revenue decreased by 4.8% year on year to $132.2 million [13][14] - Other revenue increased to $9.3 million, driven by new multiyear creative content deals [15] Market Data and Key Metrics Changes - Currency neutral revenue growth of 6.4% in The Americas, while EMEA was down 3% and APAC was down less than 1% [15] - The company experienced a mid single-digit decline in its media business, primarily due to the impact of the LA fires [14] Company Strategy and Development Direction - The company is committed to investing in core assets and evolving its offerings to deepen relevance for customers [10] - The annual subscription business represents more than half of total revenue, positioning the company to adapt to potential macroeconomic uncertainties [9] - The company is focused on expanding its customer base, annual subscription business, and geographic footprint [20] Management's Comments on Operating Environment and Future Outlook - Management acknowledged early FX pressures and tariff-driven uncertainty impacting customer investments [5][11] - The company expects to navigate challenging environments by remaining flexible and financially disciplined [9] - Guidance for full year 2025 anticipates revenue of $931 million to $968 million, reflecting a decrease of 0.9% to an increase of 3.1% year over year [21] Other Important Information - The proposed merger with Shutterstock is under regulatory review, with expectations for closure in the second half of 2025 [8][9] - The company completed refinancing of its term loan structure, extending maturity to February 2030 [19] Q&A Session Summary Question: Can you elaborate on the subscription mix shift to corporate and the demand perspective? - Management noted a continued trend of building internal corporate marketing groups, which drives subscription growth [28] Question: Are the impacts from LA fires, FX pressures, and broader macro uncertainties resolved? - Management confirmed that while some impacts are expected to continue, they have baked these uncertainties into their guidance [33] Question: What is the expected acceleration in currency neutral guidance and data licensing revenue? - Management indicated no significant changes in data licensing revenue expectations and noted growth opportunities in subscription and video [44] Question: Can you provide an update on the company's Gen AI offering and client adoption? - Management reported consistent adoption of Gen AI offerings, with revenue still in the single-digit millions but growing steadily [54] Question: How has client spending been affected by tariff uncertainty since Liberation Day? - Management observed a decline in agency business, attributing it to macro uncertainties rather than direct tariff impacts [58]

Financial Data and Key Metrics Changes - First quarter revenue for 2025 was $224.1 million, representing growth of 0.8% or 2.6% on a currency neutral basis [4][11] - Adjusted EBITDA was $70.1 million for the quarter, down 0.1% or up 2.2% on a currency neutral basis [4][17] - Annual subscription revenue was 57.2% of total revenue in Q1, up from 54.7% in Q1 of last year [12] - Free cash flow was negative $0.3 million, down from $7.1 million in Q1 2024 [19] Business Line Data and Key Metrics Changes - Subscription revenue grew by 5.4% or 7.2% on a currency neutral basis, driven primarily by growth in premium access [12] - Paid downloads were down slightly at $93 million, while video attachment rate rose to 16.7% from 14% in the previous year [13] - Editorial revenue increased by 4% year on year to $82.6 million, while creative revenue decreased by 4.8% year on year to $132.2 million [13][14] Market Data and Key Metrics Changes - Revenue growth of 6.4% in The Americas, while EMEA was down 3% and APAC was down less than 1% [15] - The annual subscription revenue retention rate was 92.7%, up from 90% in the previous year [12] Company Strategy and Development Direction - The company is committed to investing in core assets and evolving offerings to deepen relevance for customers [10] - The annual subscription business represents more than half of total revenue, positioning the company to adapt to macroeconomic uncertainties [9] Management's Comments on Operating Environment and Future Outlook - Management noted that revenue was impacted by early FX pressures, tariff-driven uncertainty, and softness in agency and entertainment sectors [5][11] - The company expects to close the merger with Shutterstock in the second half of 2025, pending regulatory approvals [9][8] - Guidance for full year 2025 anticipates revenue of $931 million to $968 million, reflecting a decrease of 0.9% to an increase of 3.1% year over year [22] Other Important Information - The company completed refinancing of its term loan structure, extending maturity to February 2030 [20] - Total debt outstanding was $1.36 billion, with a net leverage of 4.1 times [20] Q&A Session Summary Question: Can you elaborate on the mix shift to corporate subscriptions and the demand perspective? - Management indicated a continued trend of building internal corporate marketing groups, which drives subscription growth [29] Question: Are the impacts from FX, tariff uncertainty, and LA fires resolved? - Management confirmed that while some impacts persist, they are largely baked into the guidance [32] Question: What is the expected acceleration in currency neutral guidance and data licensing revenue? - Management stated that data licensing revenue remains unchanged, with growth expected from new customers and geographic markets [42] Question: Can you provide an update on litigation regarding copyright protections against AI training? - Management explained ongoing litigation with Stability AI to clarify whether training on copyrighted material requires permission [46] Question: What is the current status of the company's Gen AI offering and client adoption? - Management reported consistent but slow adoption of Gen AI offerings, with revenue still in the single-digit millions [55]

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section provides the unaudited condensed consolidated financial statements, management's analysis, market risk, and internal controls for the reporting period [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) Getty Images reported a **net loss of $102.6 million** for Q1 2025, driven by foreign exchange losses, merger costs, and increased income tax expense, contrasting with a net income in the prior year [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets remained stable at **$2.57 billion**, while total liabilities increased to **$1.93 billion**, leading to a decrease in stockholders' equity to **$641.1 million** as of March 31, 2025 Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$2,566,503** | **$2,563,708** | | Cash and cash equivalents | $114,554 | $121,173 | | Goodwill | $1,511,795 | $1,510,477 | | **Total Liabilities** | **$1,925,407** | **$1,845,368** | | Long-term debt, net | $1,308,112 | $1,314,424 | | Deferred revenue | $186,634 | $172,090 | | **Total Stockholders' Equity** | **$641,096** | **$718,340** | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2025 saw a **net loss of $102.6 million** despite slightly increased revenue, primarily due to a **$25.1 million foreign exchange loss**, merger-related expenses, and higher income tax expense Q1 2025 vs Q1 2024 Statement of Operations (in thousands, except per share data) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Revenue | $224,077 | $222,278 | | Income from operations | $27,342 | $41,034 | | Foreign exchange (loss) gain – net | $(25,078) | $16,422 | | (Loss) income before income taxes | $(37,979) | $24,788 | | Income tax (expense) benefit | $(64,593) | $(11,201) | | **Net (loss) income** | **$(102,572)** | **$13,587** | | **Diluted EPS** | **$(0.25)** | **$0.03** | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations decreased to **$15.4 million** in Q1 2025, with investing and financing activities also consuming cash, resulting in an overall **$6.6 million decrease in cash** Cash Flow Summary (in thousands) | Activity | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $15,384 | $21,528 | | Net cash used in investing activities | $(15,706) | $(14,452) | | Net cash used in financing activities | $(12,547) | $(5,272) | | **Net decrease in cash** | **$(6,631)** | **$(2,114)** | [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the pending Shutterstock merger, significant debt refinancing, disaggregated revenue performance, and ongoing legal proceedings including warrant lawsuits and a suit against Stability AI - Entered a merger-of-equals agreement with Shutterstock on January 6, 2025, currently under regulatory review by the **U.S. Department of Justice** and **UK Competition and Markets Authority**[21](index=21&type=chunk)[26](index=26&type=chunk)[27](index=27&type=chunk) - Incurred **$18.0 million** in legal, accounting, and other direct costs related to the proposed Shutterstock merger during Q1 2025[23](index=23&type=chunk) - Refinanced existing term loans in February 2025, issuing **$580.0 million USD** and **€440.0 million EUR** New Term Loans maturing in 2030[62](index=62&type=chunk)[63](index=63&type=chunk) - Involved in multiple lawsuits from former public warrant holders, with **$112.4 million** in litigation reserves, and suing Stability AI for alleged copyright and trademark infringement[91](index=91&type=chunk)[93](index=93&type=chunk) Revenue by Product (in thousands) | Product | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Creative | $132,175 | $138,842 | | Editorial | $82,617 | $79,429 | | Other | $9,285 | $4,007 | | **Total Revenue** | **$224,077** | **$222,278** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes **0.8% revenue growth** to Editorial and Other segments offsetting Creative declines, with the net loss driven by non-operational factors; a strategic shift towards subscriptions is evident in KPIs, and Adjusted EBITDA remained stable [Recent Developments](index=39&type=section&id=Recent%20Developments) Major corporate actions in early 2025 include the pending merger agreement with Shutterstock and a significant debt refinancing, replacing existing term loans with new ones maturing in 2030 - Announced a merger-of-equals with Shutterstock on January 6, 2025, with Getty Images stockholders expected to own approximately **53%** of the combined company post-merger[116](index=116&type=chunk)[117](index=117&type=chunk) - Received a 'Second Request' from the **U.S. Department of Justice** for additional information regarding the Shutterstock merger, extending the HSR Act waiting period[118](index=118&type=chunk) - Completed debt refinancing, issuing **$580.0 million** in New USD Term Loans and **€440.0 million** in New EUR Term Loans, maturing in February 2030[120](index=120&type=chunk)[123](index=123&type=chunk) [Results of Operations](index=50&type=section&id=Results%20of%20Operations) Q1 2025 total revenue increased **0.8% to $224.1 million**, driven by Editorial and Other revenue growth offsetting Creative declines; operating income fell **33.4%** due to merger costs and a **$25.1 million foreign exchange loss** Revenue Performance by Product (Q1 2025 vs Q1 2024) | Product | Revenue Change (Reported) | Revenue Change (Currency Neutral) | Key Drivers | | :--- | :--- | :--- | :--- | | Creative | (4.8)% | (3.0)% | Decline in à la carte credit sales and Unsplash advertising | | Editorial | +4.0% | +5.6% | Growth in subscriptions, particularly in Sport and News | | Other | +131.7% | +135.5% | Increase from data access and new licensing agreements | - Other operating expenses increased by **$15.3 million**, primarily due to **$18.0 million** in costs related to the proposed Shutterstock merger[176](index=176&type=chunk) - Recognized a net foreign exchange loss of **$25.1 million**, a significant shift from a **$16.4 million gain** in the prior year, primarily due to EUR fluctuations[180](index=180&type=chunk) - Recorded a **$5.5 million** loss on debt extinguishment in Q1 2025 due to the refinancing of Old Term Loans[181](index=181&type=chunk) [Liquidity and Capital Resources](index=56&type=section&id=Liquidity%20and%20Capital%20Resources) The company held **$114.6 million** in cash as of March 31, 2025, with sufficient liquidity for the next 12 months, but faces potential outlays from **$112.4 million** in litigation reserves and a possible **$17.8 million** Canadian tax payment - Liquidity sources include **$114.6 million** cash on hand, cash from operations, and an undrawn revolving credit facility[186](index=186&type=chunk) - Holds **$112.4 million** in litigation reserves for warrant lawsuits, with an approximate **$40.0 million** remaining insurance recovery receivable[190](index=190&type=chunk) - May be required to pay up to **$17.8 million** for a Canadian tax assessment appeal, though management expects to prevail[192](index=192&type=chunk) [Key Performance Indicators and Non-GAAP Financial Measures](index=57&type=section&id=Key%20Performance%20Indicators%20and%20Non-GAAP%20Financial%20Measures) LTM KPIs for March 31, 2025, indicate a shift to subscriptions, with **purchasing customers down 7.9%** but **active annual subscribers up 21.2%**; Adjusted EBITDA remained stable at **$70.1 million** with a **31.3% margin** Key Performance Indicators (LTM Ended March 31) | Metric | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | LTM total purchasing customers (thousands) | 708 | 769 | (7.9)% | | LTM total active annual subscribers (thousands) | 318 | 262 | +21.2% | | LTM annual subscriber revenue retention rate | 92.7% | 90.0% | +270 bps | | LTM paid download volume (millions) | 93 | 95 | (2.7)% | - Decrease in purchasing customers is due to a shift to annual subscription products, positively impacting annual revenue per purchasing customer, which grew **13.2% to $1,329**[206](index=206&type=chunk) Adjusted EBITDA Reconciliation (in thousands) | Line Item | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net (loss) income | $(102,572) | $13,587 | | Non-GAAP adjustments | $172,697 | $56,625 | | **Adjusted EBITDA** | **$70,125** | **$70,212** | | Adjusted EBITDA margin | 31.3% | 31.6% | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=64&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's 5-year interest rate swap matured in February 2024, with no new hedging arrangements, and no other material changes to market risk exposures since the 2024 Form 10-K - A 5-year interest rate swap with a notional amount of **$355.0 million** matured on February 19, 2024, with no new interest rate hedges initiated since[226](index=226&type=chunk) [Item 4. Controls and Procedures](index=65&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2025, with no material changes to internal controls over financial reporting during the quarter - The CEO and CFO concluded that disclosure controls and procedures were effective as of March 31, 2025[228](index=228&type=chunk) - No material changes were made to internal controls over financial reporting during Q1 2025[229](index=229&type=chunk) [PART II. OTHER INFORMATION](index=65&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides additional information including legal proceedings, risk factors, other disclosures, and a list of exhibits [Item 1. Legal Proceedings](index=65&type=section&id=Item%201.%20Legal%20Proceedings) The company is subject to various legal proceedings and claims, with detailed information provided in Note 12 of the condensed consolidated financial statements - Detailed information on legal proceedings is available in **Note 12** of Part I, Item 1 of the financial statements[232](index=232&type=chunk) [Item 1A. Risk Factors](index=65&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes have occurred to the risk factors disclosed in the **2024 Form 10-K**[233](index=233&type=chunk) [Item 5. Other Information](index=65&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the first quarter of 2025 - No directors or officers adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended March 31, 2025[234](index=234&type=chunk) [Item 6. Exhibits](index=67&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including the Shutterstock merger agreement, debt and indenture agreements, and officer certifications

[Financial & Operational Highlights](index=1&type=section&id=First%20Quarter%202025%20Financial%20Summary%3A) Getty Images reported Q1 2025 revenue of $224.1 million, a net loss of $102.6 million, and stable Adjusted EBITDA - CEO Craig Peters stated that Q1 results were consistent with expectations, highlighting gains in the subscription business. CFO Jenn Leyden noted a solid performance despite a challenging environment, emphasizing financial discipline[3](index=3&type=chunk) Q1 2025 Key Financial Metrics | Metric | Q1 2025 | Q1 2024 | Change | Currency Neutral Change | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | $224.1M | $222.3M | +0.8% | +2.6% | | **Net (Loss) Income** | ($102.6M) | $13.6M | - | - | | **Adjusted EBITDA** | $70.1M | $70.2M | -0.1% | +2.2% | | **Adjusted EBITDA Margin** | 31.3% | 31.6% | -30 bps | - | - Annual Subscription Revenue grew to **57.2%** of total revenue, up from **54.7%** in Q1 2024, indicating a continued shift towards a subscription-based model[6](index=6&type=chunk)[7](index=7&type=chunk) [Key Performance Indicators (KPIs)](index=2&type=section&id=Key%20Performance%20Indicators%20%28KPIs%29) LTM KPIs show active annual subscribers grew 21.2% to 318,000, while total purchasing customers declined 7.9% to 708,000 LTM Key Performance Indicators (as of March 31) | KPI | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | **Total purchasing customers (thousands)** | 708 | 769 | (7.9)% | | **Total active annual subscribers (thousands)** | 318 | 262 | 21.2% | | **Paid download volume (millions)** | 93 | 95 | (2.7)% | | **Annual subscriber revenue retention rate** | 92.7% | 90.0% | +270 bps | | **Image collection (millions)** | 582 | 544 | 6.9% | | **Video collection (millions)** | 34 | 29 | 16.3% | [Liquidity and Balance Sheet](index=1&type=section&id=Liquidity%20and%20Balance%20Sheet) Q1 2025 ended with $114.6 million cash, $264.6 million total liquidity, and successful debt refinancing to 2030 - Cash balance was **$114.6 million** as of March 31, 2025. The year-over-year decrease was largely driven by **$55.2 million** in voluntary debt paydowns and **$12.5 million** in refinancing costs[12](index=12&type=chunk) - The company refinanced its existing term loans, extending the maturity from February 2026 to February 2030[12](index=12&type=chunk) - Total debt was **$1.36 billion**, composed of a **$1.06 billion** Term Loan and **$300.0 million** in senior notes[12](index=12&type=chunk) [Business Highlights](index=2&type=section&id=First%20Quarter%202025%20and%20Other%20Recent%20Business%20Highlights%3A) Q1 2025 saw Getty Images secure new exclusive partnerships with WWE, MLS, and NWSL, alongside key renewals - Signed new exclusive partnerships with WWE, Major League Soccer (MLS), and the National Women's Soccer League (NWSL)[13](index=13&type=chunk) - Renewed a long-standing partnership with UEFA and content partnerships with the Boston Globe and MTV[13](index=13&type=chunk)[14](index=14&type=chunk) - Served as official partners for major entertainment events including the GRAMMYs, BAFTAs, and various Oscar parties[13](index=13&type=chunk) [2025 Financial Outlook](index=3&type=section&id=Financial%20Outlook%20for%20Full%20Year%202025) Getty Images updated its 2025 full-year guidance, raising revenue and Adjusted EBITDA outlook due to favorable FX Updated 2025 Full Year Guidance | Metric | Updated 2025 Guidance | Prior 2025 Guidance | | :--- | :--- | :--- | | **Revenue** | $931M - $968M | $918M - $955M | | **Revenue YoY, Currency Neutral** | -1.0% to 3.0% | -1.0% to 3.0% | | **Adjusted EBITDA** | $277M - $297M | $272M - $290M | | **Adjusted EBITDA YoY, Currency Neutral** | -7.9% to -1.4% | -8.0% to -1.7% | - The guidance update reflects revised FX assumptions (Euro at **1.10**, GBP at **1.30**) and includes approximately **$8.0 million** in one-off SG&A costs for accelerated SOX compliance efforts[15](index=15&type=chunk) [Merger with Shutterstock Update](index=3&type=section&id=Previously%20Announced%20Merger%20Agreement%20with%20Shutterstock) The proposed Shutterstock merger is under DOJ and CMA regulatory review, with closing still expected in H2 2025 - On April 2, 2025, both Getty Images and Shutterstock received a Request for Additional Information (Second Request) from the U.S. DOJ[17](index=17&type=chunk) - The UK Competition and Markets Authority (CMA) is also conducting a review of the proposed merger[17](index=17&type=chunk) - The company continues to expect the transaction to close in the second half of 2025, subject to regulatory clearance and other customary closing conditions[19](index=19&type=chunk) [Consolidated Financial Statements](index=6&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) Q1 2025 consolidated statements show $224.1 million revenue, a $102.6 million net loss, and $2.57 billion in total assets [Condensed Consolidated Statements of Operations](index=6&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) Q1 2025 revenue reached $224.1 million, but a $102.6 million net loss resulted from increased expenses and tax impacts Q1 2025 Statement of Operations (in thousands) | Line Item | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | **Revenue** | $224,077 | $222,278 | | **Income from operations** | $27,342 | $41,034 | | **Total other expense – net** | ($65,321) | ($16,246) | | **(Loss) income before income taxes** | ($37,979) | $24,788 | | **Income tax (expense) benefit** | ($64,593) | ($11,201) | | **Net (loss) income** | ($102,572) | $13,587 | | **Diluted (Loss) Income Per Share** | ($0.25) | $0.03 | [Condensed Consolidated Balance Sheets](index=8&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) As of March 31, 2025, total assets were $2.567 billion, with liabilities increasing to $1.925 billion, reducing equity Balance Sheet Summary (in thousands) | Account | March 31, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | **Total current assets** | $350,335 | $358,815 | | **Total assets** | $2,566,503 | $2,563,708 | | **Total current liabilities** | $488,365 | $453,255 | | **Total liabilities** | $1,925,407 | $1,845,368 | | **Total stockholders' equity** | $641,096 | $718,340 | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) Q1 2025 operating cash flow was $15.4 million, with investing and financing activities leading to a $6.6 million cash decrease Cash Flow Summary (in thousands) | Cash Flow Activity | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $15,384 | $21,528 | | **Net cash used in investing activities** | ($15,706) | ($14,452) | | **Net cash used in financing activities** | ($12,547) | ($5,272) | | **Net decrease in cash** | ($6,631) | ($2,114) | [Non-GAAP Financial Measures](index=12&type=section&id=Non-GAAP%20Financial%20Measures) This section reconciles non-GAAP measures like Adjusted EBITDA, Adjusted Net Income, and Free Cash Flow for clearer performance insights [Reconciliation of Adjusted EBITDA](index=13&type=section&id=Reconciliation%20of%20Adjusted%20EBITDA%2C%20Adjusted%20EBITDA%20Margin%2C%20and%20Adjusted%20EBITDA%20less%20capex) Q1 2025 Adjusted EBITDA was $70.1 million, nearly flat year-over-year, with margin slightly compressing to 31.3% Adjusted EBITDA Reconciliation (in thousands) | Line Item | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | **Net (loss) income** | ($102,572) | $13,587 | | **Adjustments** | $172,697 | $56,625 | | **Adjusted EBITDA** | $70,125 | $70,212 | | **Capex** | $15,706 | $14,452 | | **Adjusted EBITDA less capex** | $54,419 | $55,760 | | **Adjusted EBITDA margin** | 31.3% | 31.6% | [Reconciliation of Adjusted Net Income and EPS](index=13&type=section&id=Reconciliation%20of%20Adjusted%20Net%20Income%20and%20Adjusted%20Earnings%20Per%20Share) Q1 2025 Adjusted Net Loss was $58.3 million, or $(0.14) per share, a decline from prior year's Adjusted Net Income Adjusted Net Income Reconciliation (in thousands) | Line Item | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | **Net (loss) income** | ($102,572) | $13,587 | | **Total Adjustments** | $44,293 | ($2,931) | | **Adjusted net (loss) income** | ($58,279) | $10,656 | | **Adjusted diluted earnings per share** | ($0.14) | $0.03 | [Reconciliation of Free Cash Flow](index=14&type=section&id=Reconciliation%20of%20Free%20Cash%20Flow) Q1 2025 free cash flow was negative $(0.3) million, a significant decrease from $7.1 million in Q1 2024 Free Cash Flow Reconciliation (in thousands) | Line Item | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $15,384 | $21,528 | | **Acquisition of property and equipment** | ($15,706) | ($14,452) | | **Free Cash Flow** | ($322) | $7,076 | [Other Financial Data](index=15&type=section&id=OTHER%20FINANCIAL%20DATA) This section details revenue by product category and summarizes the company's balance sheet and liquidity position [Revenue by Product](index=15&type=section&id=Revenue%20by%20Product) Q1 2025 Creative revenue declined 4.8% to $132.2 million, while Editorial grew 4.0% and 'Other' revenue surged 131.7% Q1 Revenue by Product (in thousands) | Product | Q1 2025 Revenue | % of Revenue | YoY % Change | YoY CN % Change | | :--- | :--- | :--- | :--- | :--- | | **Creative** | $132,175 | 59.0% | (4.8)% | (3.0)% | | **Editorial** | $82,617 | 36.9% | 4.0% | 5.6% | | **Other** | $9,285 | 4.1% | 131.7% | 135.5% | | **Total** | $224,077 | 100.0% | 0.8% | 2.6% | [Balance Sheet & Liquidity Details](index=15&type=section&id=Balance%20Sheet%20%26%20Liquidity) As of March 31, 2025, total liquidity was $264.6 million, with $1.056 billion in term loans and $300.0 million in senior notes Liquidity and Debt Summary (in millions) | Item | March 31, 2025 | | :--- | :--- | | **Cash & Cash Equivalents** | $114.6 | | **Available under Revolving Credit Facility** | $150.0 | | **Total Liquidity** | $264.6 | | **Total Balance - Term Loans Outstanding** | $1,056.1 | | **Senior Notes** | $300.0 |