Getty Images Holdings Inc

Previous wording

We qualify as a “smaller reporting company” because the market value of our shares of Class A common stock held by non-affiliates was less than $250 million as of the end of our most recently completed first fiscal quarter. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies.

Current wording

We qualify as a “smaller reporting company” because the market value of our shares of Class A common stock held by non-affiliates was less than $250 million as of the end of our most recently completed second fiscal quarter. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies.

Previous wording

•the legal, social and ethical issues relating to the use of new and evolving technologies, such as Artificial Intelligence (“AI”), including statements regarding AI and innovation momentum;

Current wording

•the legal, social and ethical issues relating to the use of new and evolving technologies, such as Artificial Intelligence and machine learning (collectively, “AI”), including statements regarding AI and innovation momentum;

Previous wording

Through Getty Images, iStock, and Unsplash, we offer a full range of content solutions to meet the needs of any customer—no matter their size—around the globe, with over 582 million visual assets available through its industry-leading sites. New content and coverage are added daily, with over 10 million new assets added each quarter and over 2.7 billion searches annually. The Company has almost 750,000 purchasing customers, with customers from almost every country in the world with websites in 23 languages bringing the world’s best content to media outlets, advertising agencies, and corporations of all sizes and, increasingly, serving individual creators and prosumers.

Current wording

Through Getty Images, iStock, and Unsplash, we offer a full range of content solutions to meet the needs of any customer—no matter their size—around the globe, with over 593 million visual assets available through its industry-leading sites. New content and coverage are added daily, with over 11 million new assets added each quarter and over 2.7 billion searches annually. The Company has almost 720,000 purchasing customers, with customers from almost every country in the world with websites in 23 languages bringing the world’s best content to media outlets, advertising agencies, and corporations of all sizes and, increasingly, serving individual creators and prosumers.

Previous wording

In support of its content, Getty Images employs over 110 staff photographers and videographers and distributes the content of almost 570,000 contributors and more than 340 premium content partners. Over 81,000 of our contributors are exclusive to the Company, creating content that cannot be found anywhere else. Each year, we cover more than 160,000 global events across news, sport, and entertainment, providing a depth and breadth of coverage that is unmatched. Getty Images also maintains one of the largest and best privately-owned photographic archives in the world, with just under 145 million images across geographies, periods, and verticals.

Current wording

In support of its content, Getty Images employs over 110 staff photographers and videographers and distributes the content of over 576,000 contributors and more than 340 premium content partners. Over 81,000 of our contributors are exclusive to the Company, creating content that cannot be found anywhere else. Each year, we cover more than 160,000 global events across news, sport, and entertainment, providing a depth and breadth of coverage that is unmatched. Getty Images also maintains one of the largest and best privately-owned photographic archives in the world, with over 150 million images across geographies, periods, and verticals.

Previous wording

Creative is comprised of royalty-free (“RF”) photos, illustrations, vectors, videos, and generative AI-services that are released for commercial use and cover a wide variety of commercial, conceptual, and contemporary subjects, including lifestyle, business, science, health, wellness, beauty, sports, transportation and travel. This content is available for immediate use by a wide range of customers with depth, breadth, and quality, allowing our customers to produce impactful websites, digital media, social media, marketing campaigns, corporate collateral, textbooks, movies, television, and online video content relevant to their target geographies and audiences. We primarily source Creative content from a broad network of professional, semi-professional, and amateur creators, many exclusive to Getty Images. We have a global creative insights team dedicated to providing briefing and art direction to our exclusive contributor community. Creative represents 61.3% and 62.4% of our revenue, of which 55.2% and 49.7%1 is generated through our annual subscription products for the six months ended June 30, 2024, and 2023, respectively. Annual Subscription products include products and subscriptions for 12 months or longer, Unsplash API, and Custom Content.

Current wording

Creative is comprised of royalty-free (“RF”) photos, illustrations, vectors, videos, and generative AI-services that are released for commercial use and cover a wide variety of commercial, conceptual, and contemporary subjects, including lifestyle, business, science, health, wellness, beauty, sports, transportation and travel. This content is available for immediate use by a wide range of customers with depth, breadth, and quality, allowing our customers to produce impactful websites, digital media, social media, marketing campaigns, corporate collateral, textbooks, movies, television, and online video content relevant to their target geographies and audiences. We primarily source Creative content from a broad network of professional, semi-professional, and amateur creators, many exclusive to Getty Images. We have a global creative insights team dedicated to providing briefing and art direction to our exclusive contributor community. Creative represents 59.3% and 62.7% of our revenue, of which 55.5% and 51.8%1 is generated through our annual subscription products for the nine months ended September 30, 2024, and 2023, respectively. Annual Subscription products include products and subscriptions for 12 months or longer, Unsplash API, and Custom Content.

Previous wording

Editorial is comprised of photos and videos covering the world of entertainment, sports, and news. We combine contemporary coverage of events around the globe with one of the largest privately held archives globally, with access to images from the beginning of photography. We invest in a dedicated editorial team that includes over 110 staff photographers and videographers to generate our own coverage in addition to coverage from our network of content partners. Editorial represents 36.1% and 35.8% of our revenue, of which 52.6% and 52.3% is generated through our annual subscription products for the six months ended June 30, 2024, and 2023, respectively. Annual Subscription products include subscriptions with a duration of 12 months or longer.

Current wording

Editorial is comprised of photos and videos covering the world of entertainment, sports, and news. We combine contemporary coverage of events around the globe with one of the largest privately held archives globally, with access to images from the beginning of photography. We invest in a dedicated editorial team that includes over 110 staff photographers and videographers to generate our own coverage in addition to coverage from our network of content partners. Editorial represents 37.0% and 35.5% of our revenue, of which 52.5% and 55.9% is generated through our annual subscription products for the nine months ended September 30, 2024, and 2023, respectively. Annual Subscription products include subscriptions with a duration of 12 months or longer.

Previous wording

Other represents 2.6% and 1.9% of our revenue for the six months ended June 30, 2024 and 2023, respectively. This includes music licensing, digital asset management, distribution services, print sales, and data licensing.

Current wording

Other represents 3.7% and 1.9% of our revenue for the nine months ended September 30, 2024 and 2023, respectively. This includes music licensing, digital asset management, distribution services, print sales, and data access and/or licensing.

Previous wording

Unsplash.com is a platform offering free stock photo downloads and paid subscriptions targeted to the high-growth prosumer and semi-professional creator segments. The Unsplash website reaches a significant and geographically diverse audience with more than 108 million image downloads every month.

Current wording

Unsplash.com is a platform offering free stock photo downloads and paid subscriptions targeted to the high-growth prosumer and semi-professional creator segments. The Unsplash website reaches a significant and geographically diverse audience with more than 103 million image downloads every month.

Previous wording

In addition to licensing imagery and video, we generate revenue from custom content solutions, photo and video assignments, music content in some of our subscriptions, print sales, data licensing and licensing our digital asset management systems to help customers manage their owned and licensed digital content.

Current wording

In addition to licensing imagery and video, we generate revenue from custom content solutions, photo and video assignments, music content in some of our subscriptions, print sales, data access and/or licensing and licensing our digital asset management systems to help customers manage their owned and licensed digital content.

Previous wording

A significant portion of the business has transitioned to a subscription model with strong retention characteristics. Annual subscriptions now comprise approximately 54% of total revenue for the six months ended June 30, 2024, and we continue to focus on growing subscription revenue.

Current wording

Annual subscriptions now comprise approximately 53% of total revenue for the nine months ended September 30, 2024, and we continue to focus on growing subscription revenue.

Previous wording

Assets and liabilities for subsidiaries with functional currencies other than the U.S. dollar are recorded in foreign currencies and translated at the exchange rate on the Balance Sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process are charged or credited to “Other comprehensive income (loss)”, as a separate component of stockholder’s equity. The Company recognized net foreign currency translation adjustment losses of $18.4 million during the six months ended June 30, 2024 and net foreign currency translation adjustment gains of $10.8 million during the six months ended June 30, 2023.

Current wording

Assets and liabilities for subsidiaries with functional currencies other than the U.S. dollar are recorded in foreign currencies and translated at the exchange rate on the Balance Sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process are charged or credited to

Previous wording

Transaction gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved are included in “Unrealized foreign exchange gain (losses) — net” in the condensed consolidated statements of operations. For the six months ended June 30, 2024, the Company recognized net unrealized foreign currency transaction gains of $18.9 million. For the six months ended June 30, 2023, the Company recognized net unrealized foreign currency transaction losses of $14.1 million.

Current wording

Transaction gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved are included in “Unrealized foreign exchange (loss) gain – net” in the condensed consolidated statements of operations. For the nine months ended September 30, 2024, the Company recognized net unrealized foreign currency transaction losses of $9.8 million. For the nine months ended September 30, 2023, the Company recognized net unrealized foreign currency transaction gains of $2.4 million.

Previous wording

For the three months ended June 30, 2024, total revenue on a reported basis was $229.1 million as compared to $225.7 million for the three months ended June 30, 2023. On a reported basis, revenue increased by 1.5% (2.1% CN) for the three months ended June 30, 2024. Included in these results are certain impacts of the timing of revenue recognition, which reduced year-on-year growth by approximately 100 basis points in the second quarter of 2024.

Current wording

For the three months ended September 30, 2024, total revenue on a reported basis was $240.5 million as compared to $229.3 million for the three months ended September 30, 2023. On a reported basis, revenue increased by 4.9% (5.4% CN) for the three months ended September 30, 2024.

Previous wording

•Other revenue increased on a reported basis by $3.5 million or 85.4% to $7.6 million for the three months ended June 30, 2024, compared to $4.1 million for the three months ended June 30, 2023. On a currency-neutral basis, other revenue increased 86.5% compared to the same period in 2023. The increase was primarily driven by data licensing (increased $3.2 million).

Current wording

Other revenue increased on a reported basis by $9.9 million, or 239.3%, to $14.1 million for the three months ended September 30, 2024, compared to $4.1 million for the three months ended September 30, 2023. On a currency-neutral basis, other revenue increased 240.1% compared to the same period in 2023. The increase was primarily driven by data access and/or licensing (increased $9.7 million) related to an expanded 5-year Creative content deal with an existing customer.

Previous wording

Cost of revenue for the six months ended June 30, 2024 was $123.4 million compared to $126.6 million in the same prior year period. As a percentage of total revenue, cost of revenue was 27.3% for the six months June 30, 2024, compared to 27.5% for the six months ended June 30, 2023. The change in cost of revenue as a percentage of revenue compared to the prior year was due primarily to revenue mix by product. Generally, cost of revenue rates vary modestly period over period based on changes in revenue mix by product, as royalty rates vary depending on the license model and use of content.

Current wording

Cost of revenue for the three months ended September 30, 2024 was $64.1 million compared to $60.9 million in the same prior year period. As a percentage of total revenue, cost of revenue was 26.6% for the three months ended September 30, 2024 and September 30, 2023. Any changes in cost of revenue as a percentage of revenue compared to a prior period is due primarily to revenue mix by product. Generally, cost of revenue rates vary modestly period over period based on changes in revenue mix by product, as royalty rates vary depending on the license model and use of content.

Previous wording

Revenue, less cost of revenue, was $328.1 million for the six months ended June 30, 2024, a decrease of $6.6 million or 2.0% compared to $334.7 million for the six months ended June 30, 2023. The decline in revenue, less cost of revenue, was in line with the decrease in revenue. Revenue, less cost of revenue, represented 72.7% of total revenue for the six months ended June 30, 2024, compared to 72.5% for the six months ended June 30, 2023.

Current wording

Revenue, less cost of revenue, was $176.5 million for the three months ended September 30, 2024, an increase of $8.1 million or 4.8% compared to $168.4 million for the three months ended September 30, 2023. The increase in revenue, less cost of revenue, was in line with the increase in revenue. Revenue, less cost of revenue, represented 73.4% of total revenue for both the three months ended September 30, 2024 and September 30, 2023.

Previous wording

Reported SG&A expense decreased by $0.2 million or 0.2% (increased 0.1% CN) for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023. SG&A fluctuations from the prior period include the following:

Current wording

Reported SG&A expense increased by $2.9 million or 3.0% (increased 3.4% CN) for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. SG&A fluctuations from the prior period include the following:

Previous wording

•decrease of $2.6 million related to staff costs for the three months ended June 30, 2024. The decrease was driven by equity-based compensation (decreased $7.9 million), which was partially offset by salaries and wages, fringe benefits and severance related expenses (increased $5.0 million).

Current wording

•increase of $0.8 million related to staff costs for the three months ended September 30, 2024. The increase was driven by bonus expense, commission expense and temporary labor related expenses (increased $6.0 million), which was partially offset by a decrease in equity-based compensation (decreased $4.9 million).

Previous wording

•increase in marketing spend of 11.8% ($1.3 million) for the three months ended June 30, 2024. For the three months ended June 30, 2024, marketing spend as a percentage of sales increased to 5.2% from the three months ended June 30, 2023 ratio of 4.7% which remains in line with historical trends. The increase was due primarily to increased investment in affiliate marketing and digital marketing initiatives.

Current wording

•increase in marketing spend of 6.6% ($0.7 million) for the three months ended September 30, 2024. For the three months ended September 30, 2024, marketing spend as a percentage of sales increased to 4.7% from the three months ended September 30, 2023 ratio of 4.6%, which remains in line with historical trends.

Previous wording

Depreciation expense was $14.7 million for the three months ended June 30, 2024, an increase of $1.1 million or 8.5% compared to $13.5 million for the three months ended June 30, 2023. The increase is due to capital investments made that are primarily related to internally software development as we continue to innovate and invest in the design, user experience and performance of our websites.

Current wording

Depreciation expense was $14.9 million for the three months ended September 30, 2024, an increase of $1.1 million or 7.9% compared to $13.8 million for the three months ended September 30, 2023. The increase is due to capital investments made that are primarily related to internally software development as we continue to innovate and invest in the design, user experience and performance of our websites.

Previous wording

For the three months ended June 30, 2024, amortization expense was $0.6 million, which was a decrease of $6.7 million or 91.8% compared to $7.3 million for the three months ended June 30, 2023. The decline was attributed to several of the Company’s intangible assets becoming fully amortized in the prior year.

Current wording

For the three months ended September 30, 2024, amortization expense was $0.6 million, which was a decrease of $6.7 million or 91.9% compared to $7.3 million for the three months ended September 30, 2023. The decline was attributed to several of the Company’s intangible assets becoming fully amortized in the prior year.

Previous wording

For the three months ended June 30, 2024 and 2023, respectively, the Company recognized loss on litigation of $2.8 million and $6.3 million, respectively. The loss on litigation consists of the interest on the summary judgment, legal fees, and amortization of fees related to an appeal bond. The Company will continue to see these expenses as we navigate through the appeal of the judgment in the actions captioned by Alta Partners, LLC. V Getty Images Holdings, Inc., Case No. 1:22-cv-08916 and CRCM Institutional Master Fund (BVI) LTD. et al v. Getty Images Holdings, Inc., Case No. 1:23-cv-01074, and incur legal fees related to the additional warrant cases.

Current wording

For the three months ended September 30, 2024, the Company recognized loss on litigation of $3.2 million compared to $106.1 million for the three months ended September 30, 2023. The loss on litigation consists of the summary judgement amounts recognized in 2023 related to two lawsuits filed by former public warrant holders, interest on the summary judgment, legal fees, and amortization of fees related to an appeal bond. The Company will continue to see these expenses as we navigate through the appeal of the judgment in the actions captioned by Alta Partners, LLC. V Getty Images Holdings, Inc., Case No. 1:22-cv-08916 and CRCM Institutional Master Fund (BVI) LTD. et al v. Getty Images Holdings, Inc., Case No. 1:23-cv-01074, and incur legal fees related to the additional warrant cases.

Previous wording

We recognized insignificant amounts of other operating expense, net for the three months ended June 30, 2024 and 2023.

Current wording

We recognized insignificant amounts of other operating expense (income), net for the three months ended September 30, 2024 and 2023.

Previous wording

(the “Term Loans”), Senior Unsecured Notes (the “Senior Notes”), and our revolving credit facility which remains undrawn, as well as the amortization of original issue discount on our Term Loans and amortization of deferred debt financing fees. The increase in interest expense from the prior year period was due to the maturity of our interest rate swap and the rise in interest rates.

Current wording

We recognized interest expense of $34.0 million and $32.3 million for the three months ended September 30, 2024 and September 30, 2023, respectively. Our interest expense primarily consists of interest charges on our outstanding U.S. dollar and Euro term loans (the “Term Loans”), Senior Unsecured Notes (the “Senior Notes”), and our revolving credit facility which remains undrawn, as well as the amortization of original issue discount on our Term Loans and amortization of deferred debt financing fees. The increase in interest expense from the prior year period was primarily due to the maturity of our interest rate swap.

Previous wording

We did not recognize any fair value adjustments for our swaps for the three months ended June 30, 2024, as our interest rate swap matured in February 2024. During the three months ended June 30, 2023 we recognized net losses of $0.6 million for our swaps. The losses were driven by changes in interest rates relative to the rates in our derivatives.

Current wording

We did not recognize any fair value adjustments for our swaps for the three months ended September 30, 2024, as our interest rate swap matured in February 2024. During the three months ended September 30, 2023 we recognized net losses of $2.3 million for our swaps. The losses were driven by changes in interest rates relative to the rates in our derivatives.

Previous wording

We recognized foreign exchange gains, net of $2.4 million for the three months ended June 30, 2024, compared to net losses of $3.2 million for the three months ended June 30, 2023. These changes are primarily driven by fluctuations in the EUR related to our EUR Term Loans.

Current wording

We recognized foreign exchange losses, net of $28.7 million for the three months ended September 30, 2024, compared to net gains of $16.5 million for the three months ended September 30, 2023. These changes are primarily driven by fluctuations in the EUR related to our EUR Term Loans.

Previous wording

We recognized other non-operating income, net of $1.2 million and $0.6 million for the three months ended June 30, 2024, and June 30, 2023, respectively. The increase was primarily due to higher interest income, driven by an increase in U.S. interest rates. We also recorded minimal dividend income received from certain cost-method investments in both periods presented.

Current wording

We recognized other non-operating income, net of $1.5 million and $1.1 million for the three months ended September 30, 2024 and September 30, 2023, respectively. The increase was primarily due to higher interest income, driven by an increase in U.S. interest rates. We expect continued fluctuation in this line item based on market interest rates.

Previous wording

The Company’s income tax expense increased by $17.6 million to an expense of $23.7 million for six months ended June 30, 2024, as compared to $6.1 million for the six months ended June 30, 2023. The Company’s effective income tax rate for the six months ended June 30, 2024 is 57.8%, compared to 121.3% for the six months ended June 30, 2023. The increase in tax expense compared to prior year is primarily due to increases in pre-tax income (loss) and a release of valuation allowance in the prior year.

Current wording

The Company’s income tax expense decreased by $6.6 million to a benefit of $1.2 million for three months ended September 30, 2024, as compared to $5.4 million for the three months ended September 30, 2023. The Company’s effective income tax rate for the three months ended September 30, 2024 is 33.0%, compared to (41.3%) for the three months ended September 30, 2023. The decrease in tax expense compared to prior year is primarily due to changes in pre-tax income (loss).

Previous wording

•Creative revenue decreased on a reported basis 2.4% (1.8% CN) to $137.9 million for the three months ended June 30, 2024, compared to $141.3 million for the three months ended June 30, 2023. At the product level, decreases for the three months ended June 30, 2024 included Getty Images Stills and Video (decreased $4.6 million), which was largely driven by our Agency customers, which are accounted for entirely within Creative revenue and purchase on mainly an ALC basis. Additionally, iStock monthly subscriptions and ALC credit sales (decreased $3.7 million), related to our continued focus on driving customers to our committed solutions. Offsetting increases were led by our iStock annual subscriptions (increased $3.9 million) and Unsplash platform (increased $1.3 million).

Current wording

Creative revenue decreased on a reported basis by 5.2% (4.8% CN) to $410.4 million for the nine months ended September 30, 2024, compared to $432.9 million for the nine months ended September 30, 2023. The decrease for the nine months ended September 30, 2024 was driven by declines in our ALC credit sales and ultra packs, ALC Premium RF and iStock monthly subscriptions (decreased $24.9 million). These declines were largely driven by our continued focus on driving customers to our committed solutions, as well as reduced revenue from Agency customers, which are accounted for entirely within Creative revenue and purchase on mainly an ALC basis. Additionally, within our Creative committed solutions, there were increases in our iStock annual subscriptions (increased $13.4 million) which were partially offset by decreases in our Premium Access subscriptions (decreased $10.6 million).

Previous wording

•Editorial revenue increased on a reported basis by $3.3 million or 4.1% to $83.6 million and 4.6% on a currency-neutral basis. The increase was driven by editorial assignments (increased $1.7 million), editorial subscriptions (increased $1.3 million) and editorial ALC (increased $0.4 million). Overall, the increase was spurred by double-digit growth in Sport driven by quadrennial soccer tournaments UEFA European Championship and the Copa America.

Current wording

Editorial revenue increased on a reported basis by 4.5% (4.6% CN) to $255.8 million for the nine months ended September 30, 2024, compared to $244.9 million for the nine months ended September 30, 2023. The increase was driven by editorial subscriptions (increased $4.6 million), editorial assignments (increased $5.6 million) and editorial ALC (increased $1.8 million). Overall, the increase was spurred by double-digit growth in Sport driven by quadrennial UEFA European Championship soccer tournament and the Paris 2024 Olympics coverage.

Previous wording

•Other revenue includes music licensing, digital asset management and distribution services, print sales, and data licensing revenues. Revenue for the six months ended June 30, 2024 from our Other products increased on a reported basis by 34.8% (35.2% CN). The increase was primarily driven by data licensing (increased $2.7 million).

Current wording

Other revenue includes music licensing, digital asset management and distribution services, print sales, and data access and/or licensing revenues. Revenue for the nine months ended September 30, 2024 from our Other products increased on a reported basis by 101.1% (101.4% CN). The increase was primarily driven by data access and/or licensing (increased $12.4 million) related to an expanded 5-year Creative content deal with an existing customer.

Previous wording

Cost of revenue for the three months ended June 30, 2024 was $63.1 million compared to $63.4 million in the same prior year period. As a percentage of total revenue, cost of revenue was 27.5% for the three months June 30, 2024, compared to 28.1% for the three months ended June 30, 2023. The change in cost of revenue as a percentage of revenue compared to the prior year was due primarily to revenue mix by product. Generally, cost of revenue rates vary modestly period over period based on changes in revenue mix by product, as royalty rates vary depending on the license model and use of content.

Current wording

Cost of revenue for the nine months ended September 30, 2024 was $187.4 million compared to $187.6 million in the same prior year period. As a percentage of total revenue, cost of revenue was 27.1% for the nine months September 30, 2024, compared to 27.2% for the nine months ended September 30, 2023. The change in cost of revenue as a percentage of revenue compared to the prior year was due primarily to revenue mix by product. Generally, cost of revenue rates vary modestly period over period based on changes in revenue mix by product, as royalty rates vary depending on the license model and use of content.

Previous wording

Revenue, less cost of revenue, was $166.0 million for the three months ended June 30, 2024, an increase of $3.7 million or 2.3% compared to $162.3 million for the three months ended June 30, 2023. The increase in revenue, less cost of revenue, was in line with the increase in revenue. Revenue, less cost of revenue, represented 72.5% of total revenue for the three months ended June 30, 2024, compared to 71.9% for the three months ended June 30, 2023.

Current wording

Revenue, less cost of revenue, was $504.5 million for the nine months ended September 30, 2024, an increase of $1.5 million or 0.3% compared to $503.0 million for the nine months ended September 30, 2023. The increase in revenue, less cost of revenue, was in line with the increase in revenue. Revenue, less cost of revenue, represented 72.9% of total revenue for the nine months ended September 30, 2024, compared to 72.8% for the nine months ended September 30, 2023.

Previous wording

Reported SG&A expense decreased by $1.5 million or 0.7% (0.7% CN) for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023. SG&A fluctuations from the prior period include the following:

Current wording

Reported SG&A expense increased by $1.4 million or 0.5% (0.6% CN) for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. SG&A fluctuations from the prior period include the following:

Previous wording

•increase of $1.4 million related to staff costs for the six months ended June 30, 2024. The increase was driven by salaries and wages, fringe benefits and severance related expenses (increased $5.9 million), which was partially offset by decreases in equity-based compensation (decreased $4.9 million).

Current wording

•increase of $2.3 million related to staff costs for the nine months ended September 30, 2024. The increase was driven by salaries and wages, bonus and commission expense, fringe benefits, severance and temporary labor related expenses (increased $11.8 million), which was partially offset by a decrease in equity-based compensation (decreased $9.7 million).

Previous wording

•decrease in professional fees of $1.2 million for the six months ended June 30, 2024. The decrease is primarily related to legal fees for litigation-related activities.

Current wording

•decrease in professional fees of $1.4 million for the nine months ended September 30, 2024, primarily related to legal fees for litigation-related activities.

Previous wording

•decrease in marketing spend of 6.8% ($1.7 million) for the six months ended June 30, 2024. For the six months ended June 30, 2024, marketing spend as a percentage of sales decreased to 5.2% from the six months ended June 30, 2023 ratio of 5.5% which remains in line with historical trends. Lower investments in digital marketing initiatives drove this reduction in spend.

Current wording

•decrease in marketing spend of 2.9% ($1.0 million) for the nine months ended September 30, 2024. For the nine months ended September 30, 2024, marketing spend as a percentage of sales decreased to 5.1%, from the nine months ended September 30, 2023 ratio of 5.2%, which remains in line with historical trends.

Previous wording

Depreciation expense was $29.0 million for the six months ended June 30, 2024, an increase of $2.5 million or 9.4% compared to $26.6 million for the six months ended June 30, 2023. The increase is due to capital investments made that are primarily related to internal software development as we continue to innovate and invest in the design, user experience and performance of our websites.

Current wording

Depreciation expense was $43.9 million for the nine months ended September 30, 2024, an increase of $3.6 million or 8.9% compared to $40.3 million for the nine months ended September 30, 2023. The increase is due to capital investments made that are primarily related to internal software development as we continue to innovate and invest in the design, user experience and performance of our websites.

Previous wording

For the six months ended June 30, 2024, amortization expense was $1.1 million, which was a decrease of $13.3 million or 92.2% compared to $14.5 million for the six months ended June 30, 2023. The decline was attributed to several of the Company’s intangible assets becoming fully amortized in the prior year.

Current wording

For the nine months ended September 30, 2024, amortization expense was $1.7 million, which was a decrease of $20.0 million or 92.1% compared to $21.8 million for the nine months ended September 30, 2023. The decline was attributed to several of the Company’s intangible assets becoming fully amortized in the prior year.

Previous wording

For the six months ended June 30, 2024, the Company recognized loss on litigation of $4.8 million compared to $6.4 million for the six months ended June 30, 2023. The loss on litigation consists of the interest on the summary judgment, legal fees, and amortization of fees related to appeal bond. The Company will continue to see these expenses as we navigate through the appeal of the judgment in the actions captioned by Alta Partners, LLC. V Getty Images Holdings, Inc., Case No. 1:22-cv-08916 and CRCM Institutional Master Fund (BVI) LTD. et al v. Getty Images Holdings, Inc., Case No. 1:23-cv-01074, and incur legal fees related to the additional warrant cases.

Current wording

For the nine months ended September 30, 2024, the Company recognized loss on litigation of $8.0 million compared to $112.5 million for the nine months ended September 30, 2023. The loss on litigation consists of the summary judgement amounts recognized in 2023 related to two lawsuits filed by former public warrant holders, interest on the summary judgment, legal fees, and amortization of fees related to appeal bond. The Company will continue to see these expenses as we navigate through the appeal of the judgment in the actions captioned by Alta Partners, LLC. V Getty Images Holdings, Inc., Case No. 1:22-cv-08916 and CRCM Institutional Master Fund (BVI) LTD. et al v. Getty Images Holdings, Inc., Case No. 1:23-cv-01074, and incur legal fees related to the additional warrant cases.