0001410578-22-003374 | 10-Q | XBRL Viewer | Getty Images Holdings INC

Print Document View Excel Document

BUSINESS COMBINATION - Number of shares of common stock issued immediately (Details) - shares		9 Months Ended
	Jul. 22, 2022	Sep. 30, 2022
Business Acquisition [Line Items]
Common stock of CCNB, net of redemptions		508,311
Number Of Shares Held By Sponsor		25,700,000
Total shares issued in Business Combination and related transactions		112,208,311
PIPE Subscription Agreements
Business Acquisition [Line Items]
Shares issued in the PIPE Financing		36,000,000
PIPE Subscription Agreements \| Common Class A Shares
Business Acquisition [Line Items]
Shares issued in the PIPE Financing	36,000,000
Forward Purchase Agreement
Business Acquisition [Line Items]
Shares issued in the PIPE Financing	3,750,000	20,000,000
Forward Purchase Agreement \| Common Class A Shares
Business Acquisition [Line Items]
Shares issued in the PIPE Financing	20,000,000
Backstop Facility Agreement
Business Acquisition [Line Items]
Shares issued in the PIPE Financing		30,000,000
Backstop Facility Agreement \| Common Class A Shares
Business Acquisition [Line Items]
Shares issued in the PIPE Financing	30,000,000
Legacy Getty Images
Business Acquisition [Line Items]
BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued		324,147,226
Legacy Getty Images \| Common Stock holders
Business Acquisition [Line Items]
BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued		196,938,915
Legacy Getty Images \| Common Stock holders \| Common Class A Shares
Business Acquisition [Line Items]
BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued	196,938,915
Legacy Getty Images \| Redeemable Preferred Stock holders
Business Acquisition [Line Items]
BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued		15,000,000
Legacy Getty Images \| Redeemable Preferred Stock holders \| Common Class A Shares
Business Acquisition [Line Items]
BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued	15,000,000

COMMON STOCK WARRANTS (Details) - USD ($) $ / shares in Units, $ in Millions					3 Months Ended	9 Months Ended
	Oct. 19, 2022	Sep. 19, 2022	Aug. 31, 2022	Aug. 09, 2022	Sep. 30, 2022	Sep. 30, 2022
COMMON STOCK WARRANTS
Number of trading days on which fair market value of shares is reported						10 days
Transaction costs allocated to warrants						$ 4.2
Non-cash change in fair value of warrants			$ 176.6
Cash proceeds from exercise of warrants						$ 0.1
Common Class A Shares
COMMON STOCK WARRANTS
Exercise price					$ 11.50	$ 11.50
Public Warrants
COMMON STOCK WARRANTS
Number of shares entitled by each warrant					20,700,000	20,700,000
Number of shares entitled by each warrant					1	1
Exercise price					$ 11.50	$ 11.50
Number of Fractional Shares Issued Upon Exercise of Warrants					0	0
Threshold period for warrants become exercisable						90 days
Number of shares outstanding on exercise of warrants on cashless basis						20,689,799
Shares issued upon exercise of warrants						10,201
Public Warrants \| Redemption of warrants when the price of Class A common stock equals or exceeds $18.00 per share
COMMON STOCK WARRANTS
Redemption price per public warrant (in dollars per share)						$ 0.01
Stock price trigger for redemption of public warrants (in dollars per share)						$ 18.00
Threshold trading days for redemption of public warrants						20 days
Consecutive threshold trading days for redemption of warrants						30 days
Threshold consecutive trading days for redemption of public warrants						30 days
Public Warrants \| Redemption of warrants when the price of Class A common stock equals or exceeds $10.00 per share
COMMON STOCK WARRANTS
Redemption price per public warrant (in dollars per share)						$ 0.10
Minimum threshold written notice period for redemption of public warrants						30 days
Stock price trigger for redemption of public warrants (in dollars per share)						$ 10.00
Private Placement Warrants
COMMON STOCK WARRANTS
Number of shares entitled by each warrant					18,560,000	18,560,000
Number of shares entitled by each warrant					1	1
Exercise price					$ 11.50	$ 11.50
Number of shares issued on exercise of warrants on cashless basis			11,555,996
Private Placement Warrants \| Common Class A Shares
COMMON STOCK WARRANTS
Number of shares issued on exercise of warrants on cashless basis				11,555,996
Forward Purchase Warrants
COMMON STOCK WARRANTS
Number of shares entitled by each warrant					3,750,000	3,750,000
Number of shares entitled by each warrant					3,750,000	3,750,000
Number of shares outstanding on exercise of warrants on cashless basis						3,750,000
Forward Purchase Warrants \| Common Class A Shares
COMMON STOCK WARRANTS
Number of shares entitled by each warrant					1	1
Public and Forward Purchase Warrants
COMMON STOCK WARRANTS
Redemption price per public warrant (in dollars per share)		$ 0.01
Non-cash change in fair value of warrants					$ 15.3	$ 15.3
Public and Forward Purchase Warrants \| Subsequent Event
COMMON STOCK WARRANTS
Amount paid for redemption of warrants	$ 0.2

FAIR VALUE OF FINANCIAL INSTRUMENTS - Financial instrument assets recorded at fair value (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Term Loans	$ 1,088,999	$ 1,475,759
Senior Notes	298,500	318,375
Contingent Consideration	4,884	14,039
Derivative liabilities:
Interest rate swap contracts		13,759
Liabilities fair value	1,393,238	1,821,932
Obligations to transfer contingent consideration relating acquisition	4,900	14,000
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants	724
Forward Purchase Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants	131
Level 1
Derivative liabilities:
Liabilities fair value	724
Level 1 \| Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants	724
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Term Loans	1,088,999	1,475,759
Senior Notes	298,500	318,375
Derivative liabilities:
Interest rate swap contracts		13,759
Liabilities fair value	1,387,630	1,807,893
Level 2 \| Forward Purchase Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants	131
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent Consideration	4,884	14,039
Derivative liabilities:
Liabilities fair value	$ 4,884	$ 14,039

BUSINESS COMBINATION - Business Combination to the Condensed Consolidated Statement of Cash Flows and the Condensed Consolidated Statements of Redeemable Preferred Stock and Stockholders' Equity (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Reconciliation of the elements of the Business Combination to the Condensed Consolidated Statement of Cash Flows and the Condensed Consolidated Statements of Redeemable Preferred Stock and Stockholders' Equity (Deficit)
Cash Inflow From Contributions of Business Combination	$ 864,164
Add: Transaction costs allocated to warrants	4,200
Add: Cash paid to redeem Redeemable Preferred Stock	614,996
CC Neuberger Principal Holdings II ("CCNB")
Reconciliation of the elements of the Business Combination to the Condensed Consolidated Statement of Cash Flows and the Condensed Consolidated Statements of Redeemable Preferred Stock and Stockholders' Equity (Deficit)
Cash - CCNB trust and cash, net of redemptions	4,164
Less: Cash paid to redeem Redeemable Preferred Stock	(614,996)
Less: Transaction costs paid during the nine months ended September 30, 2022	(104,001)
Net cash contributions from the Business Combination and related transactions	145,167
Add: Non-cash assets received from CCNB	806
Add: Transaction costs allocated to warrants	4,225
Add: Cash paid to redeem Redeemable Preferred Stock	614,996
Less: Fair value of Public, Private Placement and Forward Purchase Warrants	(72,374)
Less: Transaction costs previously paid by Legacy Getty Images during 2021 or accrued at September 30, 2022	(4,540)
Net Business Combination and related transactions, excluding Redeemable Preferred Stock redemption	688,280
Add: Fair value of Class A common stock issued to redeem Redeemable Preferred Stock	140,250
Net Business Combination and related transactions, including Redeemable Preferred Stock redemption	828,530
CC Neuberger Principal Holdings II ("CCNB") \| PIPE Subscription Agreements
Reconciliation of the elements of the Business Combination to the Condensed Consolidated Statement of Cash Flows and the Condensed Consolidated Statements of Redeemable Preferred Stock and Stockholders' Equity (Deficit)
Cash Inflow From Contributions of Business Combination	360,000
CC Neuberger Principal Holdings II ("CCNB") \| Forward Purchase Agreement
Reconciliation of the elements of the Business Combination to the Condensed Consolidated Statement of Cash Flows and the Condensed Consolidated Statements of Redeemable Preferred Stock and Stockholders' Equity (Deficit)
Cash Inflow From Contributions of Business Combination	200,000
CC Neuberger Principal Holdings II ("CCNB") \| Backstop Facility Agreement
Reconciliation of the elements of the Business Combination to the Condensed Consolidated Statement of Cash Flows and the Condensed Consolidated Statements of Redeemable Preferred Stock and Stockholders' Equity (Deficit)
Cash Inflow From Contributions of Business Combination	$ 300,000

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
INCOME TAXES
Income tax expense	$ 10,625	$ 8,489	$ 38,974	$ 19,162
Effective income tax rate	(9.90%)	20.20%	(254.10%)	20.20%
U.S. federal income tax rate	21.00%	21.00%	21.00%	21.00%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

DERIVATIVE INSTRUMENTS (Details) - Foreign currency exchange options - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Derivative [Line Items]
Gain recognized on derivatives	$ 5.7	$ 3.7	$ 22.8	$ 12.5
Minimum
Derivative [Line Items]
Derivative contracts, maturity dates range			3 months
Maximum
Derivative [Line Items]
Derivative contracts, maturity dates range			18 months

BUSINESS COMBINATION (Tables)

9 Months Ended

Sep. 30, 2022

BUSINESS COMBINATION

Schedule of reconciliation of elements of the Business Combination to the Condensed Consolidated Statement of Cash Flows and the Condensed Consolidated Statements of Redeemable Preferred Stock and Stockholders' Equity (Deficit)

The following table reconciles the elements of the Business Combination to the Condensed Consolidated Statement of Cash Flows and the Condensed Consolidated Statements of Redeemable Preferred Stock and Stockholders’ Equity (Deficit) for the nine months ended September 30, 2022 (in thousands):


Cash – CCNB trust and cash, net of redemptions	$	4,164
Cash – PIPE Financing		360,000
Cash – Forward Purchase Agreement		200,000
Cash – Backstop Agreement		300,000
Less: Cash paid to redeem Redeemable Preferred Stock		(614,996)
Less: Transaction costs paid during the nine months ended September 30, 2022		(104,001)
Net cash contributions from the Business Combination and related transactions	$	145,167
Add: Non-cash assets received from CCNB		806
Add: Transaction costs allocated to warrants		4,225
Add: Cash paid to redeem Redeemable Preferred Stock		614,996
Less: Fair value of Public, Private Placement and Forward Purchase Warrants		(72,374)
Less: Transaction costs previously paid by Legacy Getty during 2021 or accrued at September 30, 2022		(4,540)
Net Business Combination and related transactions, excluding Redeemable Preferred Stock redemption	$	688,280
Add: Fair value of Class A common stock issued to redeem Redeemable Preferred Stock		140,250
Net Business Combination and related transactions, including Redeemable Preferred Stock redemption	$	828,530

Schedule of number of shares of common stock issued immediately following the consummation of the Business Combination

The number of shares of common stock issued immediately following the consummation of the Business Combination:


Common stock of CCNB, net of redemptions		508,311
CCNB shares held by the Sponsor		25,700,000
Shares issued in the PIPE Financing		36,000,000
Shares issued in the Forward Purchase Agreement		20,000,000
Shares issued in the Backstop Agreement		30,000,000
Total shares issued in Business Combination and related transactions		112,208,311
Shares issued for Getty Images common stock		196,938,915
Shares issued upon redemption of Getty Images Redeemable Preferred Stock		15,000,000
Total shares of common stock immediately following the Business Combination		324,147,226

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)			3 Months Ended		9 Months Ended
	Aug. 31, 2022	Aug. 09, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Oct. 19, 2022	Jan. 01, 2022	Dec. 31, 2021
Schedule of Significant Accounting Policies
Exchange ratio used for restating the shares, capital amounts and earnings per share			1.27905		1.27905
Bad debt expense			$ 100,000	$ 400,000	$ 1,000,000.0	$ 600,000
Cost of investment			2,000,000.0		2,000,000.0
Other long-term assets			50,257,000		50,257,000				$ 41,092,000
Right of use asset			48,318,000		48,318,000			$ 53,100,000
Estimated operating lease liabilities			57,419,000		57,419,000			61,300,000
Bad debt recoveries			5,983,000		5,983,000				5,946,000
Accounts receivable - net of allowance			5,983,000		5,983,000				5,946,000
Right of use asset			$ 48,318,000		$ 48,318,000			53,100,000
Deferred Rent								$ 8,300,000	8,300,000
Public Warrants
Schedule of Significant Accounting Policies
Number of warrants issued during the period			20,700,000		20,700,000
Number of shares entitled by each warrant			1		1
Exercise price			$ 11.50		$ 11.50
Number of shares outstanding on exercise of warrants on cashless basis					20,689,799
Private Placement Warrants
Schedule of Significant Accounting Policies
Number of warrants issued during the period			18,560,000		18,560,000
Number of shares entitled by each warrant			1		1
Exercise price			$ 11.50		$ 11.50
Number of shares issued on exercise of warrants on cashless basis	11,555,996
Forward Purchase Warrants
Schedule of Significant Accounting Policies
Number of warrants issued during the period			3,750,000		3,750,000
Number of shares entitled by each warrant			3,750,000		3,750,000
Number of shares outstanding on exercise of warrants on cashless basis					3,750,000
Warrants outstanding							0.2
Noncontrolling Interest
Schedule of Significant Accounting Policies
Other long-term assets			$ 8,800,000		$ 8,800,000				$ 8,100,000
Getty Images Holdings, Inc
Schedule of Significant Accounting Policies
Percentage of equity interest			72.00%		72.00%
Common Class A Shares
Schedule of Significant Accounting Policies
Exercise price			$ 11.50		$ 11.50
Common Class A Shares \| Private Placement Warrants
Schedule of Significant Accounting Policies
Number of shares issued on exercise of warrants on cashless basis		11,555,996
Common Class A Shares \| Forward Purchase Warrants
Schedule of Significant Accounting Policies
Number of shares entitled by each warrant			1		1

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Accounts receivable - net of allowance	$ 5,983	$ 5,946
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000.0	1,000,000.0
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Redeemable Preferred Stock
Temporary equity, par value	$ 0.01	$ 0.01
Temporary equity, shares authorized	900,000	900,000
Temporary equity, shares issued	0
Temporary equity, shares outstanding	0	677,484
Temporary equity, liquidation preference	$ 685,350
Class A
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	2,000,000,000.0	2,000,000,000.0
Common stock, shares, issued	394,800,000	196,100,000
Common stock, shares, outstanding	394,800,000	196,100,000
Class B
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	5,100,000	5,100,000
Common stock, shares, issued	0	0
Common stock, shares, outstanding	0	0

REDEEMABLE PREFERRED STOCK

9 Months Ended

Sep. 30, 2022

REDEEMABLE PREFERRED STOCK.

REDEEMABLE PREFERRED STOCK.

14.	REDEEMABLE PREFERRED STOCK

Under its second amended and restated certificate of incorporation, Legacy Getty was authorized to issue up to 900,000 shares of series A preferred stock (the “Redeemable Preferred Stock”) with a par value of $0.01 per share. In conjunction with the Business Combination discussed in “Note 3 —Business Combination”, the previously outstanding Legacy Getty Redeemable Preferred Stock was redeemed in full through a combination of a cash payment of approximately $615.0 million and 15,000,000 shares of the Company’s Class A common stock with a fair value at issuance of $140.2 million.

Dividends declared and issued totaled $4.7 million and $18.2 million (18,018 shares) for the three months ended September 30, 2022 and 2021, respectively. No shares were issued for the Dividends for the three months ended September 30, 2022. Dividends declared and issued totaled $43.2 million (38,109 shares) and $52.7 million (52,049 shares) for the nine months ended September 30, 2022 and 2021, respectively. Redeemable Preferred Stock dividends were included in the Statements of Redeemable Preferred Stock and Stockholders’ Equity (Deficit) as a detriment to common stockholders and a benefit to Redeemable Preferred stockholders. Such dividends are also included as an adjustment to net (loss) income attributable to Getty Images Holdings, Inc. See “Note 18 — Net (Loss) Income Attributable to Common Stockholders”.

Per the terms of the Redeemable Preferred Stock, the Company may elect to early redeem outstanding shares of Redeemable Preferred Stock at a premium. The redemption amount upon the Closing date was equal to (i) the liquidation value multiplied by (ii) the redemption percentage, which was 105%. The Company recognized a $26.7 million increase in the redemption value immediately prior to the Closing. These changes were effected by charges against paid-in capital as the Company was in a retained deficit prior to the Business Combination.

NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Tables)

9 Months Ended

Sep. 30, 2022

NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

Schedule of computation of basic and diluted (loss) income per share of Class A common stock

The following table sets forth the computation of basic and diluted (loss) income per share of Class A common stock (amounts in thousands, except share and per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
NET (LOSS) INCOME	$	(118,116)	$	33,629	$	(54,314)	$	75,898
Less:
Net (loss) income attributable to noncontrolling interest		(62)		113		313		254
Premium on early redemption of Redeemable Preferred Stock		26,678		—		26,678		—
Redeemable Preferred Stock dividend		4,666		18,227		43,218		52,653
NET (LOSS) INCOME ATTRIBUTABLE TO GETTY IMAGES HOLDINGS, INC. - Basic	$	(149,398)	$	15,289	$	(124,523)	$	22,991
Less:
Change in fair value of Public and Forward Purchase Warrants		(15,278)		—		(15,278)		—
NET (LOSS) INCOME ATTRIBUTABLE TO GETTY IMAGES HOLDINGS, INC. – Diluted	$	(164,676)	$	15,289	$	(139,801)	$	22,991

Weighted-average Class A common stock outstanding:
Basic		318,152,726		196,082,512		237,235,059		196,082,512
Effect of dilutive securities - Public and Forward Purchase Warrants		5,185,168		1,441,107		1,728,389		1,156,424
Diluted		323,337,894		197,523,619		238,963,448		197,238,936
Net (loss) income per share of Class A common stock attributable to Getty Images Holdings, Inc. common stockholders:
Basic	$	(0.47)	$	0.08	$	(0.52)	$	0.12
Diluted	$	(0.51)	$	0.08	$	(0.59)	$	0.12

GOODWILL (Tables)

9 Months Ended

Sep. 30, 2022

GOODWILL.

Schedule of changes in goodwill

Goodwill changed during the nine months ended September 30, 2022 (in thousands):


	Goodwill		Accumulated
	before		impairment
	impairment		charge		Goodwill – net
December 31, 2021	$	2,028,245	$	(525,000)	$	1,503,245
Effects of fluctuations in foreign currency exchange rates		(5,402)		—		(5,402)
September 30, 2022	$	2,022,843	$	(525,000)	$	1,497,843

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 55
-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ Details

IDENTIFIABLE INTANGIBLE ASSETS - NET - Amortization (Details) $ in Millions	Sep. 30, 2022 USD ($)
IDENTIFIABLE INTANGIBLE ASSETS - NET - Amortization expense
Remaining three months of 2022	$ 11.3
2023	24.8
2024	2.2
2025	2.2
2026	$ 0.8

IDENTIFIABLE INTANGIBLE ASSETS - NET

9 Months Ended

Sep. 30, 2022

IDENTIFIABLE INTANGIBLE ASSETS - NET

IDENTIFIABLE INTANGIBLE ASSETS - NET

9.	IDENTIFIABLE INTANGIBLE ASSETS — NET

Identifiable intangible assets consisted of the following at September 30, 2022 and December 31, 2021 (in thousands, except years):


		As of September 30, 2022						As of December 31, 2021
	Range of
	Estimated
	Useful Lives	Gross		Accumulated		Net		Gross		Accumulated			Net
	(Years)	Amount		Amortization		Amount		Amount		Amortization			Amount
Trade name	Indefinite	$	371,905	$	—	$	371,905	$	402,581	$	—	$	402,581
Trademarks and trade names	5–10		103,822		(103,353)		469		104,174		(96,041)		8,133
Patented and unpatented technology	3–10		105,707		(98,995)		6,712		112,288		(97,818)		14,470
Customer lists, contracts, and relationships	5–11		373,882		(344,271)		29,611		404,421		(350,997)		53,424
Non-compete Covenant	3		900		(889)		11		900		(811)		89
Other identifiable intangible assets	3–13		5,043		(5,008)		35		7,110		(6,955)		155
		$	961,259	$	(552,516)	$	408,743	$	1,031,474	$	(552,622)	$	478,852

The Company determined that there was no indication of impairment of the intangible assets for any period presented. Estimated amortization expense is: $11.3 million for the remaining three months of 2022, $24.8 million in 2023, $2.2 million in 2024, $2.2 million in 2025, and $0.8 million in 2026.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$ (54,314)	$ 75,898
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation	37,298	38,551
Amortization	35,676	37,025
Unrealized exchange gains on foreign denominated debt	(64,283)	(27,951)
Equity-based compensation	5,937	4,826
Non-cash fair value adjustment for common stock warrants	161,339
Deferred income taxes - net	20,473	11,320
Uncertain tax positions	(5,345)	(9,849)
Non-cash fair value adjustment for swaps and foreign currency exchange contracts	(21,256)	(13,652)
Amortization of debt issuance costs	4,623	5,007
Non cash operating lease costs	9,425
Impairment of right of use assets	2,563
Loss on extinguishment of debt	2,693
Transaction cost allocated to common stock warrants	4,225
Other	3,507	(745)
Changes in current assets and liabilities:
Accounts receivable	9,743	(4,901)
Accounts payable	3,606	1,256
Accrued expenses	(14,598)	14,529
Lease liabilities, non-current	(11,012)
Income taxes receivable/payable	(4,323)	(3,218)
Interest Payable	(1,010)	(7,313)
Deferred revenue	6,607	4,489
Other	(2,401)	4,312
Net cash provided by operating activities	129,173	129,584
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment	(46,034)	(36,719)
Purchase of a Minority Investment	(2,000)
Acquisition of a business, net of cash acquired		(89,206)
Other investing activities		(67)
Net cash used in investing activities	(48,034)	(125,992)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash contributions from business combination	864,164
Cash paid for equity issuance costs	(104,001)
Payment of Redeemable Preferred Stock	(614,996)
Repayment of debt	(307,800)	(14,849)
Cash paid for settlement of employee taxes related to option exercises	(6,267)
Proceeds from option and warrant exercise	267
Payment of contingent consideration	(10,000)
Net cash used in financing activities	(178,633)	(14,849)
EFFECTS OF EXCHANGE RATE FLUCTUATIONS	(17,633)	(1,550)
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(115,127)	(12,807)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Beginning of period	191,529	161,309
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - End of period	$ 76,402	$ 148,502

GOODWILL

9 Months Ended

Sep. 30, 2022

GOODWILL.

GOODWILL

Goodwill is tested annually for impairment on October 1 or upon a triggering event. No triggering events were identified in the nine months ended September 30, 2022.

Goodwill changed during the nine months ended September 30, 2022 (in thousands):


	Goodwill		Accumulated
	before		impairment
	impairment		charge		Goodwill – net
December 31, 2021	$	2,028,245	$	(525,000)	$	1,503,245
Effects of fluctuations in foreign currency exchange rates		(5,402)		—		(5,402)
September 30, 2022	$	2,022,843	$	(525,000)	$	1,497,843

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Basis of Presentation — The Company’s accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting.

The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, CCNB was treated as the “acquired” company and Legacy Getty is treated as the acquirer for financial reporting purposes. For accounting purposes, the Business Combination was treated as the equivalent of Legacy Getty issuing stock for the net assets of CCNB, accompanied by a recapitalization. The net assets of CCNB are stated at historical cost, with no goodwill or other intangible assets recorded.

Legacy Getty was determined to be the accounting acquirer based on the following predominant factors:

●

Legacy Getty stockholders have the greatest voting interest in the Company with approximately 72% of the voting interest;

●

Legacy Getty stockholders have the ability to nominate a majority of the initial members of the Company’s Board of Directors;

●

Legacy Getty senior management is the senior management of the Company; and

●

Legacy Getty was the larger entity based on historical operating activity and had the larger employee base.

The consolidated assets, liabilities and results of operations prior to the Business Combination are those of Legacy Getty. The shares and corresponding capital amounts and earnings per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the exchange ratio of 1.27905 (the “Exchange Ratio”) established in the Business Combination.

The accompanying unaudited condensed consolidated financial statements include the accounts and operations of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited financial statements. Accordingly, the unaudited financial statements should be read in connection with the Legacy Getty’s audited financial statements and related notes as of December 31, 2021 and 2020 and for the two years ended December 31, 2021 and 2020. The financial data and the other financial information disclosed in the notes to the financial statements related to these periods are also unaudited. The accompanying unaudited interim financial statements, in the opinion of management, include all normal and recurring adjustments necessary for a fair presentation of the Company’s unaudited financial statements for the periods presented.

The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the fiscal year ended December 31, 2022 or for any other future annual or interim period.

Contingent Consideration

Contingent Consideration — The Company records a liability for contingent consideration at the date of a business combination and reassesses the fair value of the liability each period until it is settled. Upon settlement of these liabilities, the portion of the contingent consideration payment that is attributable to the initial amount recorded as part of the business combination will be classified as a cash flow from financing activities and the portion of the settlement that is attributable to subsequent changes in the fair value of the contingent consideration will be classified as a cash flow from operating activities in the Condensed Consolidated Statement of Cash Flows.

Estimates and Assumptions

Estimates and Assumptions — The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and revenues and expenses reported during the period. Some of the estimates and assumptions that require the most difficult judgments are: a) the appropriateness of the valuation and useful lives of intangibles and other long-lived assets; b) the appropriateness of the amount of accrued income taxes, including the potential outcome of future tax consequences of events that have been recognized in the condensed consolidated financial statements as well as the deferred tax asset valuation allowances; c) the sufficiency of the allowance for doubtful accounts; d) the assumptions used to value equity-based compensation arrangements; e) the assumptions used to allocate transaction price to multiple performance obligations for uncapped subscription arrangements; f) the assumptions used to estimate unused capped subscription-based and credit-based products; g) the assumptions used to estimate the contingent consideration; and h) the assumptions used to estimate the fair value of Public, Private Placement and Forward Purchase Warrants (each as defined below). These judgments are inherently uncertain which directly impacts their valuation and accounting. Actual results and outcomes may differ from management’s estimates and assumptions.

Cash, Cash Equivalents and Restricted Cash

Cash, Cash Equivalents and Restricted Cash — The following represents the Company’s cash, cash equivalents and restricted cash as of September 30, 2022 and December 31, 2021 (in thousands):


	As of September 30, 2022		As of December 31, 2021
Cash and cash equivalents	$	71,869	$	186,301
Restricted cash		4,533		5,228
Total cash, cash equivalents and restricted cash	$	76,402	$	191,529

Cash equivalents are short-term, highly liquid investments that are both readily convertible to cash and have maturities at the date of acquisition of three months or less. Cash equivalents are generally composed of investment-grade debt instruments subject to lower levels of credit risk, including certificates of deposit and money market funds. The Company’s current cash and cash equivalents consist primarily of cash on hand, bank deposits, and money market accounts.

Restricted cash consists primarily of cash held as collateral related to corporate credit cards and real estate lease obligations.

Accounts Receivable-Net

Accounts Receivable — Net — Accounts receivable are trade receivables, net of reserves for allowances for doubtful accounts totaling $6.0 million as of September 30, 2022 and $5.9 million as of December 31, 2021. The Company recorded net bad debt expense of $0.1 million and $0.4 million for the three months ended September 30, 2022 and 2021, respectively and $1.0 million and $0.6 million for the nine months ended September 30, 2022 and 2021, respectively.

Allowance for doubtful accounts is calculated based on historical losses, existing economic conditions, and analysis of specific older account balances of customer and delegate accounts. Trade receivables are written off when collection efforts have been exhausted.

Minority Investment without Readily Determinable Fair Value

Minority Investment without Readily Determinable Fair Value — The Company purchased a minority investment in another company during the nine months ending September 30, 2022. The cost of that investment was $2.0 million. The carrying amount of the minority investments, which is included within “Other long-term assets” on the Condensed Consolidated Balance Sheets, was $8.8 million and $8.1 million as September 30, 2022 and December 31, 2021, respectively. The Company uses the measurement alternative for these equity investments and their carrying value is reported at cost, adjusted for impairments or any observable price changes in ordinary transactions with identical or similar investments. Revenue related to content consumed by the minority investees was not material during the three and nine months ended September 30, 2022 and 2021.

On a quarterly basis, the Company evaluates the carrying value of its long-term investments for impairment, which includes an assessment of revenue growth, earnings performance, working capital and general market conditions. As of September 30, 2022, no adjustments to the carrying values of the Company’s long-term investments were identified as a result of this assessment. Changes in performance negatively impacting operating results and cash flows of these investments could result in the Company recording an impairment charge in future periods.

Revenue Recognition

Revenue Recognition — Revenue is derived principally from licensing rights to use images, video footage and music that are delivered digitally over the internet. Digital content licenses are generally purchased on a monthly or annual subscription basis, whereby a customer either pays for a predetermined quantity of content or for access to the Company’s content library that may be downloaded over a specific period of time, or, on a transactional basis, whereby a customer pays for individual content licenses at the time of download. Also, a significant portion of revenue is generated through the sale and subsequent use of credits. Various amounts of credits are required to license digital content.

The Company maintains a credit department that sets and monitors credit policies that establish credit limits and ascertains customer creditworthiness, thus reducing the risk of potential credit loss. Revenue is not recognized unless it is determined that collectability is reasonably assured. Revenue is recorded at invoiced amounts (including discounts and applicable sales taxes) less an allowance for sales returns, which is based on historical information. Customer payments received in advance of revenue recognition are contract liabilities and are recorded as deferred revenue. Customers that do not pay in advance are invoiced and are required to make payments under standard credit terms.

The Company recognizes revenue under the core principle to depict the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. In order to achieve that core principle, the Company applies the following five-step approach: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when a performance obligation is satisfied.

For digital content licenses, the Company recognizes revenue on both its capped subscription-based, credit-based sales and single image licenses when content is downloaded, at which time the license is provided. In addition, management estimates expected unused licenses for capped subscription-based and credit-based products and recognizes the revenue associated with the unused licenses throughout the subscription or credit period. The estimate of unused licenses is based on historical download activity and future changes in the estimate could impact the timing of revenue recognition of the Company’s subscription products.

For uncapped digital content subscriptions, the Company has determined that access to the existing content library and future digital content updates represent two separate performance obligations. As such, a portion of the total contract consideration related to access to the existing content library is recognized as revenue at the commencement of the contract when control of the content library is transferred. The remaining contractual consideration is recognized as revenue ratably over the term of the contract when updated digital content is transferred to the licensee, in line with when the control of the new content is transferred.

Leases

Leases — The Company records rent expense on a straight-line basis over the term of the related lease. Prior to the adoption of ASU 2016-02, “Leases (Topic 842)”, as amended (“ASC 842”), the difference between the rent expense recognized and the actual payments made in accordance with the operating lease agreement was recognized as a deferred rent liability on the Company’s Condensed Consolidated Balance Sheet. As of December 31, 2021, the Company had deferred rent of $8.3 million, which is included in “Accrued liabilities” and “Other long-term liabilities” in the Condensed Consolidated Balance Sheet.

Effective January 1, 2022, the Company adopted ASC 842. In accordance with ASC 842, the Company first determines if an arrangement contains a lease and the classification of that lease, if applicable, at inception. This standard requires the recognition of right-of-use (“ROU”) assets and lease liabilities for the Company’s operating leases. For contracts with lease and non-lease components, the Company has elected not to allocate the contract consideration, and to account for the lease and non-lease components as a single lease component. The Company has also elected not to recognize a lease liability or ROU asset for leases with a term of 12 months or less, and recognize lease payments for those short-term leases on a straight-line basis over the lease term in the Condensed Consolidated Statements of Operations. Operating leases are included in “Right of use assets”, “Accrued liabilities” and “Lease liabilities” (net of current portion) in the Condensed Consolidated Balance Sheets.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments under the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The implicit rate within the Company’s leases is generally not determinable and therefore the incremental borrowing rate at the lease commencement date is utilized to determine the present value of lease payments. The determination of the incremental borrowing rate requires judgment. Management determines the incremental borrowing rate for each lease using the Company’s estimated borrowing rate, adjusted for various factors including level of collateralization, term and currency to align with the terms of the lease. The ROU asset also includes any lease prepayments, offset by lease incentives. Certain of the Company’s leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when the Company is reasonably certain that the option will be exercised. An option to terminate is considered unless the Company is reasonably certain the option will not be exercised. The ROU assets are reviewed for impairment with the Company’s long-lived assets

Public, Private Placement and Forward Purchase Common Stock Warrant Liabilities

Public, Private Placement and Forward Purchase Common Stock Warrant Liabilities — The Company assumed 20,700,000 warrants originally issued in CCNB’s initial public offering (the “Public Warrants”) and 18,560,000 warrants issued in a private placement that closed concurrently with CCNB’s initial public offering, (the “Private Placement Warrants”) in the Business Combination. In addition, on the Closing Date, the Company issued 3,750,000 warrants in connection with a Forward Purchase Agreement dated August 4, 2020 (the “Forward Purchase Agreement” and the “Forward Purchase Warrants”). The Public, Private Placement and Forward Purchase Warrants entitle the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share.

The Public Warrants were publicly traded and are exercisable for cash unless certain conditions occur, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions, at which time the warrants may be cashless exercised at the option of the Company. The Forward Purchase Warrants have the same terms as the Public Warrants. The Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will cease to be Private Placement Warrants and become Public Warrants and be redeemable by the Company and exercisable by such holders on the same basis as the other Public Warrants.

The Company evaluated the Public, Private Placement and Forward Purchase Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity (“ASC 815-40”), and concluded they do not meet the criteria to be indexed to the Company’s own stock as certain provisions of the warrant agreement could change the settlement amount of these warrants based on variables that would not be considered inputs to the valuation model for a fixed-for-fixed equity instrument. Since the Public, Private Placement and Forward Purchase Warrants meet the definition of a derivative under ASC 815-40, the Company recorded these warrants as liabilities in the Condensed Consolidated Balance Sheets at fair value, with subsequent changes in their respective fair values recognized in the “Net loss on fair value adjustment for warrant liabilities” within the Condensed Consolidated Statements of Operations at each reporting date.

The Public Warrants were publicly traded and thus had an observable market price to estimate fair value. The Forward Purchase Warrants, which have identical terms as the Public Warrants, were valued similar to the Public Warrants. The Private Placement Warrants were valued using a Black-Scholes option-pricing model as described in “Note 6 — Fair Value of Financial Instruments”.

On August 29, 2022, all of the Private Placement Warrants were exercised on a cashless basis for 11,555,996 shares of Class A common stock. As of September 30, 2022, there were 20,689,799 Public Warrants and 3,750,000 Forward Purchase Warrants outstanding. Effective October 19, 2022, all remaining outstanding Public Warrants and Forward Purchase Warrants were redeemed for $0.2 million. See “Note 4 — Common Stock Warrants”.

Recently Adopted Accounting Standard Updates

Recently Adopted Accounting Standard Updates — In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASU 2016-02”). ASU 2016-02 amends the accounting for leases. The new guidance requires the recognition of lease assets and liabilities for operating leases with terms of more than twelve months, in addition to those currently recorded, on the Condensed Consolidated Balance Sheets. Presentation of leases within the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows will be generally consistent with the current lease accounting guidance. The Company adopted the new standard as of January 1, 2022 using the modified retrospective transition method and will elect the package of practical expedients permitted under the transition guidance, which allows a carryforward of the historical lease classification. The Company also elected the hindsight practical expedient to determine the reasonably certain lease term for existing leases. The election of the hindsight practical expedient did not alter the lease terms for any of the existing leases. Upon adoption of this standard on January 1, 2022, the Company recognized a total lease liability in the amount of $61.3 million, representing the present value of the minimum rental payments remaining as of the adoption date, a right-of-use asset in the amount of $53.1 million with offsets to deferred rent of $8.3 million.

In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes (Topic 740)” (“ASU 2019-12”), which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The Company adopted ASU 2019-12, effective January 1, 2022. The adoption of this standard did not have a material impact on the consolidated financial statements.

Recently Issued Accounting Standard Updates — In June 2016, the FASB issued ASU 2016-13 (Topic 326), “Financial Instruments — Credit Losses” (“ASU 2016-13”). ASU 2016-13 changes how to recognize expected credit losses on financial assets. The standard requires more timely recognition of credit losses on loans and other financial assets and also provides additional transparency about credit risk. The current credit loss standard generally requires that a loss actually be incurred before it is recognized, while the new standard will require recognition of full lifetime expected losses upon initial recognition of the financial instrument. The effective date of ASU 2016-13 for the Company is beginning with fiscal years after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2016-13 on its consolidated financial statements for future periods and had not elected early adoption.

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 2022

FAIR VALUE OF FINANCIAL INSTRUMENTS

Schedule of financial instrument assets recorded at fair value

Financial instrument assets recorded at fair value as of September 30, 2022 and December 31, 2021 are as follows (in thousands):


	As of September 30, 2022
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents)	$	404	$	—	$	—	$	404
Derivative assets:
Interest rate swaps		—		8,300		—		8,300
	$	404	$	8,300	$	—	$	8,704


	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents)	$	30,096	$	—	$	—	$	30,096
Derivative assets:
Foreign currency exchange options		—		804		—		804
	$	30,096	$	804	$	—	$	30,900

Schedule of financial instrument liabilities recorded or disclosed at fair value

Financial instrument liabilities recorded or disclosed at fair value as of September 30, 2022 and December 31, 2021 are as follows (in thousands):


	As of September 30, 2022
	Level 1		Level 2		Level 3		Total
Term Loans	$	—	$	1,088,999	$	—	$	1,088,999
Senior Notes		—		298,500		—		298,500
Public Warrants		724		—		—		724
Forward Purchase Warrants		—		131		—		131
Contingent Consideration		—		—		4,884		4,884
	$	724	$	1,387,630	$	4,884	$	1,393,238


	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
Term Loans	$	—	$	1,475,759	$	—	$	1,475,759
Senior Notes		—		318,375		—		318,375
Contingent Consideration		—		—		14,039		14,039
Derivative liabilities:
Interest Rate Swap Contracts		—		13,759		—		13,759
	$	—	$	1,807,893	$	14,039	$	1,821,932

Schedule of quantitative information associated with the fair value measurements of Company's Level 3 inputs


	Fair Value as of
	September 30, 2022		Valuation
	(in thousands)		Technique	Unobservable Input	Range
Contingent Consideration	$	4,884	Probability-adjusted discounted cash flow	Probabilities of success	55	%
				Years until milestone is expected to be achieved	1.40	years
				Discount rate	8.53	%

Schedule of changes in the fair value of the contingent consideration

The following table presents changes in the fair value of the Contingent Consideration for the three and nine months ended September 30, 2022 and 2021 (in thousands):


	Three Months Ended		Nine Months Ended
	September 30, 2022		September 30, 2022
Balance, beginning of period	$	14,781	$	14,039
Change in fair value of Contingent Consideration		103		845
Payment		(10,000)		(10,000)
Balance, end of period	$	4,884	$	4,884


	Three Months Ended		Nine Months Ended
	September 30, 2021		September 30, 2021
Balance, beginning of period	$	13,470	$	—
Issuance of Contingent Consideration in connection with acquisition		—		13,200
Change in fair value of Contingent Consideration		282		552
Balance, end of period	$	13,752	$	13,752


	Three Months Ended		Nine Months Ended
	September 30, 2022		September 30, 2022
Balance, beginning of period	$	—	$	—
Assumed in Business Combination		56,237		56,237
Change in fair value		176,616		176,616
Exercise		(232,853)		(232,853)
Balance, end of period	$	—	$	—

FAIR VALUE OF FINANCIAL INSTRUMENTS - Financial instrument assets recorded at fair value (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Derivative assets:
Derivative assets	$ 8,300
Recurring
FAIR VALUE OF FINANCIAL INSTRUMENTS
Money market funds (cash equivalents)	404	$ 30,096
Derivative assets:
Derivative assets	8,704	30,900
Recurring \| Foreign currency exchange options
Derivative assets:
Derivative assets		804
Recurring \| Interest rate swaps
Derivative assets:
Derivative assets	8,300
Level 1 \| Recurring
FAIR VALUE OF FINANCIAL INSTRUMENTS
Money market funds (cash equivalents)	404	30,096
Derivative assets:
Derivative assets	404	30,096
Level 2 \| Recurring
Derivative assets:
Derivative assets	8,300	804
Level 2 \| Recurring \| Foreign currency exchange options
Derivative assets:
Derivative assets		$ 804
Level 2 \| Recurring \| Interest rate swaps
Derivative assets:
Derivative assets	$ 8,300

SUBSEQUENT EVENTS (Details) $ in Millions	Oct. 19, 2022 USD ($)
Subsequent Events \| Public Warrants and Forward Purchase Warrants
SUBSEQUENT EVENTS
Amount paid for redemption of warrants	$ 0.2

LEASES - Company's leases (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Jan. 01, 2022
LEASES
Right of use asset	$ 48,318	$ 53,100
Lease liabilities, current	10,167
Lease liabilities, non-current	47,252
Total lease liabilities	$ 57,419	$ 61,300
Weighted average remaining lease term	6 years 7 months 6 days
Weighted average discount rate	5.60%
Cash paid for amounts included in lease liabilities	$ 10,965
Right of use asset obtained in exchange for lease obligation upon adoption	53,076
Right of use asset obtained in exchange for lease obligation during nine months ending September 30, 2022	$ 5,514

FAIR VALUE OF FINANCIAL INSTRUMENTS - Quantitative information associated with the fair value measurements (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
FAIR VALUE OF FINANCIAL INSTRUMENTS
Beginning balance	$ 14,781	$ 13,470	$ 14,039
Assumed in Business Combination				$ 13,200
Change in fair value of Contingent Consideration	103	282	845	552
Exercise / Payment	(10,000)		(10,000)
Ending balance	4,884	$ 13,752	4,884	$ 13,752
Private Placement Warrants
FAIR VALUE OF FINANCIAL INSTRUMENTS
Assumed in Business Combination	56,237		56,237
Change in fair value	176,616		176,616
Exercise / Payment	$ (232,853)		$ (232,853)

PROPERTY AND EQUIPMENT - NET (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
PROPERTY AND EQUIPMENT - NET
Property and equipment	$ 587,358	$ 626,522
Less: accumulated depreciation	(423,699)	(455,626)
Property and equipment, net	$ 163,659	170,896
Contemporary imagery
PROPERTY AND EQUIPMENT - NET
Estimated Useful Life (in years)	5 years
Property and equipment	$ 358,395	379,837
Computer hardware purchased
PROPERTY AND EQUIPMENT - NET
Estimated Useful Life (in years)	3 years
Property and equipment	$ 5,942	5,639
Computer software developed for internal use
PROPERTY AND EQUIPMENT - NET
Estimated Useful Life (in years)	3 years
Property and equipment	$ 112,193	114,434
Leasehold improvements
PROPERTY AND EQUIPMENT - NET
Property and equipment	$ 7,730	11,459
Leasehold improvements \| Minimum
PROPERTY AND EQUIPMENT - NET
Estimated Useful Life (in years)	2 years
Leasehold improvements \| Maximum
PROPERTY AND EQUIPMENT - NET
Estimated Useful Life (in years)	20 years
Furniture, fixtures and studio equipment
PROPERTY AND EQUIPMENT - NET
Estimated Useful Life (in years)	5 years
Property and equipment	$ 11,219	15,167
Archival imagery
PROPERTY AND EQUIPMENT - NET
Estimated Useful Life (in years)	40 years
Property and equipment	$ 89,650	97,547
Other
PROPERTY AND EQUIPMENT - NET
Property and equipment	$ 2,229	$ 2,439
Other \| Minimum
PROPERTY AND EQUIPMENT - NET
Estimated Useful Life (in years)	3 years
Other \| Maximum
PROPERTY AND EQUIPMENT - NET
Estimated Useful Life (in years)	4 years

DEBT - Additional information (Details) $ in Thousands, € in Millions	1 Months Ended	3 Months Ended	9 Months Ended
	Aug. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2022 EUR (€)	Dec. 31, 2021 EUR (€)
DEBT
Loss on extinguishment of debt		$ (2,693)	$ (2,693)
Prepayment fees or penalties for repayment of debt		26,678	26,678
EUR Term Loans
DEBT
Principal amount \| €				€ 419.0	€ 419.0
USD Term Loans
DEBT
Repayment of outstanding indebtedness	$ 300,000
Loss on extinguishment of debt		$ 2,700	2,700
Prepayment fees or penalties for repayment of debt			$ 0
Quarterly installments	$ 2,600

DEBT (Tables)

9 Months Ended

Sep. 30, 2022

DEBT

Schedule of components of debt

Debt included the following (in thousands):


	As of September 30,		As of December 31,
	2022		2021
Senior Notes	$	300,000	$	300,000
USD Term Loans		690,000		997,800
EUR Term Loans		409,253		473,798
Less: issuance costs and discounts amortized to interest expense		(6,831)		(14,127)
Less: short-term debt – net		—		(6,481)
Long-term debt – net	$	1,392,422	$	1,750,990

REVENUE (Details) $ in Thousands	3 Months Ended		9 Months Ended
REVENUE (Details) $ in Thousands	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) product employee	Sep. 30, 2021 USD ($)
Revenue from External Customer [Line Items]
Number Of Primary Products \| product			3
Number of staff photographers and videographers \| employee			115
Total Revenue	$ 230,474	$ 237,021	$ 694,778	$ 679,635
Revenues recognized from deferred revenue balance			125,200
Creative Stills
Revenue from External Customer [Line Items]
Total Revenue	145,238	148,426	440,305	441,190
Editorial Stills
Revenue from External Customer [Line Items]
Total Revenue	81,845	84,393	243,543	226,902
Other
Revenue from External Customer [Line Items]
Total Revenue	$ 3,391	$ 4,202	$ 10,930	$ 11,543

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

BUSINESS COMBINATION - Additional Information (Details)								9 Months Ended
BUSINESS COMBINATION - Additional Information (Details)	Jul. 22, 2022 USD ($) $ / shares shares	Jul. 22, 2022 USD ($) item $ / shares shares	Jul. 22, 2022 USD ($) $ / shares shares	Jul. 22, 2022 USD ($) $ / shares shares	Jul. 22, 2022 USD ($) $ / shares shares	Jul. 22, 2022 USD ($) D $ / shares shares	Jul. 22, 2022 USD ($) tranche $ / shares shares	Sep. 30, 2022 USD ($) shares	Dec. 31, 2021 USD ($) shares
BUSINESS COMBINATION
Purchase price per share \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Total number of authorized shares	2,006,140,000	2,006,140,000	2,006,140,000	2,006,140,000	2,006,140,000	2,006,140,000	2,006,140,000
Par value per share \| $ / shares					$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000	1,000,000	1,000,000	1,000,000	1,000,000	1,000,000.0	1,000,000.0
Goodwill \| $								$ 1,497,843,000	$ 1,503,245,000
Sponsor Side Letter
BUSINESS COMBINATION
Number of CCNB Class B common stock agreed to convert to Restricted Sponsor Shares	5,140,000	5,140,000	5,140,000	5,140,000	5,140,000	5,140,000	5,140,000
Stock conversion, VWAP trigger, Number of trading days		20				30
Stock conversion, VWAP trigger, Number of consecutive trading days		30				20
PIPE Subscription Agreements [Member]
BUSINESS COMBINATION
Number of shares issued								36,000,000
Forward Purchase Agreement [Member]
BUSINESS COMBINATION
Number of shares issued			3,750,000					20,000,000
Aggregate gross proceeds \| $				$ 200,000,000.0
Backstop Facility Agreement [Member]
BUSINESS COMBINATION
Number of shares issued								30,000,000
Common Class A Shares
BUSINESS COMBINATION
Common stock, shares authorized	2,000,000,000	2,000,000,000	2,000,000,000	2,000,000,000	2,000,000,000	2,000,000,000	2,000,000,000	2,000,000,000.0	2,000,000,000.0
Common stock, shares, issued								394,800,000	196,100,000
Common Class A Shares \| PIPE Subscription Agreements [Member]
BUSINESS COMBINATION
Number of shares issued			36,000,000
Purchase price per share \| $ / shares	$ 10.00	$ 10.00	$ 10.00	$ 10.00	$ 10.00	$ 10.00	$ 10.00
Aggregate gross proceeds \| $				$ 360,000,000.0
Common Class A Shares \| Forward Purchase Agreement [Member]
BUSINESS COMBINATION
Number of shares issued			20,000,000
Common Class A Shares \| Backstop Facility Agreement [Member]
BUSINESS COMBINATION
Number of shares issued			30,000,000
Purchase price per share \| $ / shares	$ 10.00	$ 10.00	$ 10.00	$ 10.00	$ 10.00	$ 10.00	$ 10.00
Aggregate gross proceeds \| $				$ 300,000,000.0
Common Class B Shares
BUSINESS COMBINATION
Common stock, shares authorized	5,140,000	5,140,000	5,140,000	5,140,000	5,140,000	5,140,000	5,140,000	5,100,000	5,100,000
Common stock, shares, issued								0	0
Series B-1 Common Stock \| Sponsor Side Letter
BUSINESS COMBINATION
Number of Restricted Sponsor shares into which Sponsor Shares are to be converted into	2,570,000	2,570,000	2,570,000	2,570,000	2,570,000	2,570,000	2,570,000
Stock conversion, VWAP trigger \| $ / shares					$ 12.50
Series B-2 Common Stock \| Sponsor Side Letter
BUSINESS COMBINATION
Number of Restricted Sponsor shares into which Sponsor Shares are to be converted into	2,570,000	2,570,000	2,570,000	2,570,000	2,570,000	2,570,000	2,570,000
Stock conversion, VWAP trigger \| $ / shares					$ 15.00
Common Stock Holders [Member] \| Series B-1 Common Stock \| Sponsor Side Letter
BUSINESS COMBINATION
Stock conversion, VWAP trigger \| $ / shares					12.50
Common Stock Holders [Member] \| Series B-2 Common Stock \| Sponsor Side Letter
BUSINESS COMBINATION
Stock conversion, VWAP trigger \| $ / shares					$ 15.00
Legacy Getty Images
BUSINESS COMBINATION
Consideration in shares								324,147,226
Earn-Out milestones, Number of consecutive trading days for VWAP trigger \| D						30
Legacy Getty Images \| Business Combination Agreement
BUSINESS COMBINATION
Earn-Out period	10 years
Number of business days after the occurrence of an applicable triggering event for issuance of Earn-Out Shares to former equity holders of Legacy Getty Images \| D						10
Maximum number of Earn-Out shares issuable to former equity holders of Legacy Getty Images	59,000,000	59,000,000	59,000,000	59,000,000	59,000,000	59,000,000	59,000,000
Number of tranches for issuance of Earn-Out Shares to former equity holders of Legacy Getty Images \| tranche							3
Earn-Out milestones, number of trading days for VWAP trigger \| D						20
Legacy Getty Images \| Business Combination Agreement \| Earn-Out Tranche I
BUSINESS COMBINATION
Threshold VWAP trigger for Earn-Out milestones \| $ / shares					$ 12.50
Legacy Getty Images \| Business Combination Agreement \| Earn-Out Tranche II
BUSINESS COMBINATION
Threshold VWAP trigger for Earn-Out milestones \| $ / shares					15.00
Legacy Getty Images \| Business Combination Agreement \| Earn-Out Tranche III
BUSINESS COMBINATION
Threshold VWAP trigger for Earn-Out milestones \| $ / shares					$ 17.50
Legacy Getty Images \| Common Stock Holders [Member]
BUSINESS COMBINATION
Number of shares held by shareholder	153,322,880	153,322,880	153,322,880	153,322,880	153,322,880	153,322,880	153,322,880
Consideration in shares								196,938,915
Legacy Getty Images \| Common Stock Holders [Member] \| Common Class A Shares
BUSINESS COMBINATION
Consideration in shares			196,938,915
Legacy Getty Images \| Common Stock Holders [Member] \| Common Class A Shares \| Business Combination Agreement \| Earn-Out Tranche I
BUSINESS COMBINATION
Threshold VWAP trigger for Earn-Out milestones \| $ / shares					$ 12.50
Legacy Getty Images \| Common Stock Holders [Member] \| Common Class A Shares \| Business Combination Agreement \| Earn-Out Tranche II
BUSINESS COMBINATION
Threshold VWAP trigger for Earn-Out milestones \| $ / shares					15.00
Legacy Getty Images \| Common Stock Holders [Member] \| Common Class A Shares \| Business Combination Agreement \| Earn-Out Tranche III
BUSINESS COMBINATION
Threshold VWAP trigger for Earn-Out milestones \| $ / shares					$ 17.50
Legacy Getty Images \| Redeemable Preferred Stock Holders [Member]
BUSINESS COMBINATION
Consideration in shares								15,000,000
Consideration in cash \| $				$ 615,000,000.0
Legacy Getty Images \| Redeemable Preferred Stock Holders [Member] \| Common Class A Shares
BUSINESS COMBINATION
Consideration in shares			15,000,000
Consideration in shares, fair value \| $				$ 140,200,000
CC Neuberger Principal Holdings II ("CCNB")
BUSINESS COMBINATION
Consideration in cash \| $								$ 614,996,000
Common stock, shares, issued	514,000	514,000	514,000	514,000	514,000	514,000	514,000
Goodwill \| $	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Other intangible assets \| $	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents	$ 71,869	$ 186,301
Restricted cash	4,533	5,228
Total cash, cash equivalents and restricted cash	$ 76,402	$ 191,529	$ 148,502	$ 161,309

REDEEMABLE PREFERRED STOCK (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended						9 Months Ended
	Jul. 22, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Temporary Equity
Cash payments for retirement of Redeemable Preferred Stock								$ 614,996
Shares issued for the dividends		0
Dividends declared and issued, value		$ 4,700			$ 18,200			$ 43,200	$ 52,700
Dividends declared and issued, shares		18,018			18,018			38,109	52,049
Redemption percentage								105.00%
Value of increase in the redemption value immediately prior to the Closing								$ 26,700
Redeemable Preferred Stock
Temporary Equity
Number of shares authorized		900,000						900,000		900,000
Par value per share		$ 0.01						$ 0.01		$ 0.01
Dividends declared and issued, value		$ 4,666	$ 19,705	$ 18,847	$ 18,227	$ 17,541	$ 16,885
Getty Images Holdings, Inc \| Common Class A Shares
Temporary Equity
Cash payments for retirement of Redeemable Preferred Stock	$ 615,000
Number of shares issued for payments for retirement of Redeemable Preferred Stock	15,000,000
Value of shares issued as payments for retirement of Redeemable Preferred Stock	$ 140,200

NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

9 Months Ended

Sep. 30, 2022

NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

18.	NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

The following table sets forth the computation of basic and diluted (loss) income per share of Class A common stock (amounts in thousands, except share and per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
NET (LOSS) INCOME	$	(118,116)	$	33,629	$	(54,314)	$	75,898
Less:
Net (loss) income attributable to noncontrolling interest		(62)		113		313		254
Premium on early redemption of Redeemable Preferred Stock		26,678		—		26,678		—
Redeemable Preferred Stock dividend		4,666		18,227		43,218		52,653
NET (LOSS) INCOME ATTRIBUTABLE TO GETTY IMAGES HOLDINGS, INC. - Basic	$	(149,398)	$	15,289	$	(124,523)	$	22,991
Less:
Change in fair value of Public and Forward Purchase Warrants		(15,278)		—		(15,278)		—
NET (LOSS) INCOME ATTRIBUTABLE TO GETTY IMAGES HOLDINGS, INC. – Diluted	$	(164,676)	$	15,289	$	(139,801)	$	22,991

Weighted-average Class A common stock outstanding:
Basic		318,152,726		196,082,512		237,235,059		196,082,512
Effect of dilutive securities - Public and Forward Purchase Warrants		5,185,168		1,441,107		1,728,389		1,156,424
Diluted		323,337,894		197,523,619		238,963,448		197,238,936
Net (loss) income per share of Class A common stock attributable to Getty Images Holdings, Inc. common stockholders:
Basic	$	(0.47)	$	0.08	$	(0.52)	$	0.12
Diluted	$	(0.51)	$	0.08	$	(0.59)	$	0.12

As described above, Class B common stock do not hold liquidation rights and dividend rights are contingent upon the Class B common stock’s conversion into Class A common stock. Further, shares of Class B common stock are contingently forfeitable and therefore, are excluded from the computation of net (loss) income per share attributable to common stock until all necessary conditions had been satisfied and converted into shares of Class A common stock.

Diluted earnings (loss) per share of Class A common stock adjusts basic earnings (loss) per share for the potentially dilutive impact of stock options and warrants. During periods when the impact of warrants that are liability-classified are dilutive, the Company assumes share settlement of the instruments as of the beginning of the reporting period, adjusts the numerator to remove the change in fair value of the warrant liability and adjusts the denominator to include the dilutive shares calculated using the treasury stock method.

As of September 30, 2022, common stock options of 28,970,753 are excluded from the computation of diluted net (loss) income per share of Class A common stock as their effect would have been anti-dilutive

DERIVATIVE INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 2022

DERIVATIVE INSTRUMENTS

Schedule of fair value amounts of derivative instruments


	As of September 30, 2022				As of December 31, 2021
	Asset		Liability		Asset		Liability
Derivatives not designated as hedging instruments:
Interest rate swaps	$	8,300	$	—	$	—	$	13,759
Foreign currency exchange options		—		—		804		—
Total derivatives	$	8,300	$	—	$	804	$	13,759

NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
NET (LOSS) INCOME	$ (118,116)	$ 33,629	$ (54,314)	$ 75,898
Net (loss) income attributable to noncontrolling interest	(62)	113	313	254
Premium on early redemption of Redeemable Preferred Stock	26,678		26,678
Redeemable Preferred Stock dividend	4,666	18,227	43,218	52,653
NET (LOSS) INCOME ATTRIBUTABLE TO GETTY IMAGES HOLDINGS, INC. - Basic	(149,398)	15,289	(124,523)	22,991
Change in fair value of Public and Forward Purchase Warrants	(15,278)		(15,278)
NET (LOSS) INCOME ATTRIBUTABLE TO GETTY IMAGES HOLDINGS, INC. - Diluted	$ (164,676)	$ 15,289	$ (139,801)	$ 22,991
Weighted-average Class A common stock outstanding:
Basic	318,152,726	196,082,512	237,235,059	196,082,512
Effect of dilutive securities - Public and Forward	5,185,168	1,441,107	1,728,389	1,156,424
Diluted	323,337,894	197,523,619	238,963,448	197,238,936
Net (loss) income per share of Class A common stock attributable to Getty Images Holdings, Inc. common stockholders:
Basic	$ (0.47)	$ 0.08	$ (0.52)	$ 0.12
Net (loss) income per share of Class A common stock attributable to Getty Images Holdings, Inc. common stockholders:
Diluted	$ (0.51)	$ 0.08	$ (0.59)	$ 0.12
Anti-dilutive securities not included in computation of diluted net (loss) income per share of class A common stock			28,970,753

REVENUE

9 Months Ended

Sep. 30, 2022

REVENUE

REVENUE

13.

REVENUE

The Company distributes its content and services offerings through three primary products:

Creative — Creative is comprised of royalty free photos, illustrations, vectors and videos, 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 a depth 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 of whom are exclusive to Getty Images. We have a global creative team dedicated to providing briefing and art direction to our exclusive contributor community.

Editorial — 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 which includes over 115 staff photographers and videographers to generate our own event coverage in addition to coverage from our network of primarily exclusive contributors and content partners.

Other — The Company offers a range of additional products and services to deepen the customer relationships, enhance customer loyalty and create additional differentiation in the market. These additional products and services currently include music licensing, digital asset management and distribution services, print sales and data revenues.

The following table summarizes the Company’s revenue by product (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Creative	$	145,238	$	148,426	$	440,305	$	441,190
Editorial		81,845		84,393		243,543		226,902
Other		3,391		4,202		10,930		11,543
Total Revenue	$	230,474	$	237,021	$	694,778	$	679,635

The September 30, 2022 deferred revenue balance will be earned as content is downloaded, services are provided or upon the expiration of subscription-based products, and nearly all is expected to be earned within the next twelve months. During the nine months ended September 30, 2022, the Company recognized revenue of $125.2 million, that had been included in deferred revenue as of January 1, 2022.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

DERIVATIVE INSTRUMENTS

9 Months Ended

Sep. 30, 2022

DERIVATIVE INSTRUMENTS

DERIVATIVE INSTRUMENTS

5.	DERIVATIVE INSTRUMENTS

Foreign Currency Risk — Certain assets, liabilities and future operating transactions are exposed to foreign currency exchange rate risk. The Company utilizes derivative financial instruments, namely foreign currency forwards and option contracts, to reduce the impact of foreign currency exchange rate risks where natural hedges do not exist. The Company is exposed to market risk from foreign currency exchange rate fluctuations as a result of foreign currency-denominated revenues and expenses. The Company enters into certain foreign currency derivative contracts, including foreign currency forward options, with varying maturity dates, currently ranging from three to eighteen months, to manage these risks.

Interest Rate Risk — The Company does not hold or issue derivative financial instruments for trading purposes. In general, the Company’s derivative activities do not create interest rate risk because fluctuations in the value of the instruments used for economic hedging purposes are offset by fluctuations in the value of the underlying exposures being hedged. Counterparties to derivative financial instruments expose the Company to credit related losses in the event of nonperformance; however, the Company has entered into these instruments with creditworthy financial institutions and considers the risk of nonperformance to be minimal.

The following table summarizes the location and fair value amounts of derivative instruments reported in the Condensed Consolidated Balance Sheets (in thousands):


	As of September 30, 2022				As of December 31, 2021
	Asset		Liability		Asset		Liability
Derivatives not designated as hedging instruments:
Interest rate swaps	$	8,300	$	—	$	—	$	13,759
Foreign currency exchange options		—		—		804		—
Total derivatives	$	8,300	$	—	$	804	$	13,759

Short-term derivative assets are included in “Other current assets” and long-term derivative assets are included in “Other long-term assets” on the Condensed Consolidated Balance Sheet. Short-term derivative liabilities are included in “Accrued expenses” and long-term derivative liabilities are included in “Other long-term liabilities” on the Condensed Consolidated Balance Sheet.

The Company recognized a net gain of $5.7 million and $3.7 million on these derivative instruments for the three months ended September 30, 2022 and 2021, respectively and $22.8 and $12.5 for the nine months ended September 30, 2022 and 2021, respectively. These are included in “Gain on fair value adjustment for swaps and foreign currency exchange contract — net” on the Condensed Consolidated Statement of Operations.

During the three months ended September 30, 2022 the Company liquidated all of its foreign currency exchange options.

IDENTIFIABLE INTANGIBLE ASSETS - NET (Tables)

9 Months Ended

Sep. 30, 2022

IDENTIFIABLE INTANGIBLE ASSETS - NET

Schedule of intangible assets at the reported balance sheet dates

Identifiable intangible assets consisted of the following at September 30, 2022 and December 31, 2021 (in thousands, except years):


		As of September 30, 2022						As of December 31, 2021
	Range of
	Estimated
	Useful Lives	Gross		Accumulated		Net		Gross		Accumulated			Net
	(Years)	Amount		Amortization		Amount		Amount		Amortization			Amount
Trade name	Indefinite	$	371,905	$	—	$	371,905	$	402,581	$	—	$	402,581
Trademarks and trade names	5–10		103,822		(103,353)		469		104,174		(96,041)		8,133
Patented and unpatented technology	3–10		105,707		(98,995)		6,712		112,288		(97,818)		14,470
Customer lists, contracts, and relationships	5–11		373,882		(344,271)		29,611		404,421		(350,997)		53,424
Non-compete Covenant	3		900		(889)		11		900		(811)		89
Other identifiable intangible assets	3–13		5,043		(5,008)		35		7,110		(6,955)		155
		$	961,259	$	(552,516)	$	408,743	$	1,031,474	$	(552,622)	$	478,852

INCOME TAXES

9 Months Ended

Sep. 30, 2022

INCOME TAXES

INCOME TAXES

17.	INCOME TAXES

The provision for income taxes for interim periods is determined using an estimate of our annual effective rate as prescribed under ASC 740 “Income Taxes” (“ASC 740”). Any changes to the estimated annual rate are recorded in the interim period in which the changes occur.

The Company recorded income tax expense of $10.6 million and $8.5 million for the three months ended September 30, 2022 and 2021, respectively. The increase in tax expense compared to the prior year is primarily due to changes in pre-tax income (loss) and nondeductible net loss on fair value adjustment for warrant liabilities in current year.

The Company recorded income tax expense of $39.0 million and $19.2 million for the nine months ended September 30, 2022 and 2021, respectively. The increase in tax expense compared to the prior year is primarily due to changes in pre-tax income (loss), nondeductible net loss on fair value adjustment for warrant liabilities in current year, and a release of uncertain tax position reserves in prior year.

The Company’s effective income tax rate is (9.9%) and (254.1%) for the three months and nine months ended September 30, 2022, respectively. The most significant drivers of the difference between the 2022 statutory U.S. federal income tax rate of 21.0% and the Company’s effective tax rate are primarily due to nondeductible net loss on fair value adjustment for warrant liabilities in current year and foreign withholding tax expense not analogous to pre-tax income.

The Company’s effective income tax rate is 20.2% and 20.2% for the three months and nine months ended September 30, 2021, respectively. The most significant driver of the difference between the 2021 statutory U.S. federal income tax rate of 21.0% and the Company’s effective tax rate was a release of uncertain tax position reserves during the three months and nine months ended September 30, 2021

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2022

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

19. SUBSEQUENT EVENTS

Effective October 19, 2022, all remaining outstanding Public Warrants and Forward Purchase Warrants were redeemed for $0.2 million.

IDENTIFIABLE INTANGIBLE ASSETS - NET (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
IDENTIFIABLE INTANGIBLE ASSETS - NET
Gross amount, intangible assets	$ 961,259	$ 1,031,474
Accumulated amortization	(552,516)	(552,622)
Net amount, intangible assets	408,743	478,852
Trademarks and trade names
IDENTIFIABLE INTANGIBLE ASSETS - NET
Gross amount, finite-lived intangible assets	103,822	104,174
Accumulated amortization	(103,353)	(96,041)
Net amount, finite-lived intangible assets	$ 469	8,133
Trademarks and trade names \| Minimum
IDENTIFIABLE INTANGIBLE ASSETS - NET
Range of Estimated Useful Lives	5 years
Trademarks and trade names \| Maximum
IDENTIFIABLE INTANGIBLE ASSETS - NET
Range of Estimated Useful Lives	10 years
Patented and unpatented technology
IDENTIFIABLE INTANGIBLE ASSETS - NET
Gross amount, finite-lived intangible assets	$ 105,707	112,288
Accumulated amortization	(98,995)	(97,818)
Net amount, finite-lived intangible assets	$ 6,712	14,470
Patented and unpatented technology \| Minimum
IDENTIFIABLE INTANGIBLE ASSETS - NET
Range of Estimated Useful Lives	3 years
Patented and unpatented technology \| Maximum
IDENTIFIABLE INTANGIBLE ASSETS - NET
Range of Estimated Useful Lives	10 years
Customer lists, contracts, and relationships
IDENTIFIABLE INTANGIBLE ASSETS - NET
Gross amount, finite-lived intangible assets	$ 373,882	404,421
Accumulated amortization	(344,271)	(350,997)
Net amount, finite-lived intangible assets	$ 29,611	53,424
Customer lists, contracts, and relationships \| Minimum
IDENTIFIABLE INTANGIBLE ASSETS - NET
Range of Estimated Useful Lives	5 years
Customer lists, contracts, and relationships \| Maximum
IDENTIFIABLE INTANGIBLE ASSETS - NET
Range of Estimated Useful Lives	11 years
Non-compete Covenant
IDENTIFIABLE INTANGIBLE ASSETS - NET
Range of Estimated Useful Lives	3 years
Gross amount, finite-lived intangible assets	$ 900	900
Accumulated amortization	(889)	(811)
Net amount, finite-lived intangible assets	11	89
Other identifiable intangible assets
IDENTIFIABLE INTANGIBLE ASSETS - NET
Gross amount, finite-lived intangible assets	5,043	7,110
Accumulated amortization	(5,008)	(6,955)
Net amount, finite-lived intangible assets	$ 35	155
Other identifiable intangible assets \| Minimum
IDENTIFIABLE INTANGIBLE ASSETS - NET
Range of Estimated Useful Lives	3 years
Other identifiable intangible assets \| Maximum
IDENTIFIABLE INTANGIBLE ASSETS - NET
Range of Estimated Useful Lives	13 years
Trade Names [Member]
IDENTIFIABLE INTANGIBLE ASSETS - NET
Indefinite lived assets	$ 371,905	$ 402,581

GOODWILL - Change in Goodwill (Details) $ in Thousands	9 Months Ended
GOODWILL - Change in Goodwill (Details) $ in Thousands	Sep. 30, 2022 USD ($)
GOODWILL.
Goodwill before impairment, Beginning balance	$ 2,028,245
Goodwill before impairment, Ending balance	2,022,843
Accumulated impairment charge, Beginning balance	(525,000)
Accumulated impairment charge, Ending balance	(525,000)
Goodwill - net, Beginning balance	1,503,245
Goodwill - net, Ending balance	1,497,843
Effects of fluctuations in foreign currency exchange rates	$ (5,402)

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

LEASES

9 Months Ended

Sep. 30, 2022

LEASES

LEASES

16.

LEASES

The Company’s leases relate primarily to office facilities that expire on various dates from 2022 through 2032, some of which include one or more options to renew. All of the Company’s leases are classified as operating leases. Operating leases are included in “Right of use assets” in the Condensed Consolidated Balance Sheets. Current portion of the lease liabilities are included in “Accrued liabilities” and non-current portion of lease liabilities are included in “Lease liabilities” in the Condensed Consolidated Balance Sheets. Operating lease costs, including insignificant costs related to short-term leases, were $2.2 million and $2.9 million for the three months ended September 30, 2022 and 2021, respectively and $7.6 million and $8.9 million for the nine months ended September 30, 2022 and 2021, respectively.

Additional information related to the Company’s leases as of and for the nine months ended September 30, 2022, is as follows (in thousands, except for the lease term and discount rate):


	As of September 30,
	2022
Right of use asset	$	48,318

Lease liabilities, current		10,167
Lease liabilities, non-current		47,252
Total lease liabilities	$	57,419

Weighted average remaining lease term		6.6 years
Weighted average discount rate		5.6	%

Cash paid for amounts included in lease liabilities	$	10,965
Right of use asset obtained in exchange for lease obligation upon adoption	$	53,076
Right of use asset obtained in exchange for lease obligation during nine months ending September 30, 2022	$	5,514

The Company signed a new lease for office space effective as of March of 2022 which increased commitments by $8.4 million through August of 2032. The lease for the existing space the Company occupied was expiring.

Maturities of lease liabilities as of September 30, 2022 were as follows (in thousands):


	As of September 30,
Year ending December 31,	2022
2022 (remaining)	$	3,335
2023		12,638
2024		11,875
2025		11,803
2026		6,430
Thereafter		23,226
Total undiscounted lease payments		69,307
Less: imputed interest	$	(11,888)
Total lease liabilities	$	57,419

Due to hybrid working arrangements, the Company reassessed its office needs and subleased several office locations during the nine months ending September 30, 2022. These agreements were considered to be operating leases. The Company has not been legally released from the primary obligations under the original leases and therefore the Company continues to account for the original lease separately. The Company recorded an ROU asset impairment charge in the nine months ending September 30, 2022 of $2.6 million, which was the amount by which the carrying value of the lease ROU assets exceeded the fair values. Estimates of the fair values are based on the discounted cash flows of estimated net rental income for the office spaces subleased. The ROU asset impairment charge is included in “Other operating expense (income) - net” on the Condensed Consolidated Statement of

Operations. Rent income from the sublessees is included in the Condensed Consolidated Statement of Operations on a straight-line basis as an offset to rent expense associated with the original operating lease included in “Selling, general and administrative expenses” on the Condensed Consolidated Statement of Operations. There was no ROU asset impairment charge in the three months ending September 30, 2022.

STOCKHOLDERS' EQUITY (DEFICIT) AND EQUITY-BASED COMPENSATION - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Temporary Equity
Number of options granted			0
Number of options vested			25,334,621
Weighted average exercise price of options vested			$ 2.998
Total unrecognized compensation charge related to non-vested options	$ 3.4		$ 3.4
Selling, General and Administrative Expenses
Temporary Equity
Equity-based compensation, net of forfeitures	$ 2.8	$ 1.6	$ 5.9	$ 4.8
Equity Incentive Plan 2022
Temporary Equity
Number of common stock will be available for issuance (in shares)	51,104,577		51,104,577

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2022

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

12.	COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, the Company enters into certain types of agreements that contingently require the Company to indemnify counterparties against third-party claims. The nature and terms of these indemnifications vary from contract to contract, and generally a maximum obligation is not stated. Because management does not believe a liability is probable, no related liabilities were recorded at September 30, 2022 and December 31, 2021.

The Company is subject to a variety of legal claims and suits that arise from time to time in the ordinary course of business. Although management currently believes that resolving such claims, individually or in aggregate, will not have a material adverse impact on the condensed consolidated financial statements, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. The Company holds insurance policies that mitigate potential losses arising from certain indemnifications, and historically, significant costs related to performance under these obligations have not been incurred.

The Company signed a new lease for office space effective as of March of 2022, which increased our commitments by $8.4 million through August of 2032. The lease for the existing space the Company occupied was expiring. There were no other material changes to the commitments since December 31, 2021.

As noted in “Note 11 — Debt”, the principal prepayment of $300.0 million was applied against the quarterly installments of $2.6 million and the remaining balance on the USD Term loan is due at maturity. The Company may continue to pay installments at its discretion.

FAIR VALUE OF FINANCIAL INSTRUMENTS - Quantitative information associated with the fair value measurements (Details) $ in Thousands	May 01, 2021 USD ($)	Sep. 30, 2022 USD ($) item Y	Dec. 31, 2021 USD ($)
Quantitative information associated with the fair value measurements
Contingent Consideration		$ 4,884	$ 14,039
When the trailing 12-month revenues of Unsplash reaches $10.0 million
Quantitative information associated with the fair value measurements
Ending term of contingent consideration payments	12 months
When the trailing 12-month revenues of Unsplash does not reach $10.0 million
Quantitative information associated with the fair value measurements
Ending term of contingent consideration payments	2 years
Unsplash Inc \| Two Year Earnout Is Met
Quantitative information associated with the fair value measurements
Threshold revenues in calculating contingent consideration payments	$ 10,000
Level 3
Quantitative information associated with the fair value measurements
Contingent Consideration		$ 4,884	$ 14,039
Level 3 \| Probability-adjusted discounted cash flow \| Probabilities of success
Quantitative information associated with the fair value measurements
Fair value measurements input \| item		0.55
Level 3 \| Probability-adjusted discounted cash flow \| Years until milestones are expected to be achieved
Quantitative information associated with the fair value measurements
Fair value measurements input \| Y		1.40
Level 3 \| Probability-adjusted discounted cash flow \| Discount rate
Quantitative information associated with the fair value measurements
Fair value measurements input \| item		0.0853

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
CURRENT ASSETS:
Cash and cash equivalents	$ 71,869	$ 186,301
Restricted cash	4,533	5,228
Accounts receivable - net of allowance of $5,983 and $5,946	124,509	143,362
Prepaid expenses	11,864	12,778
Taxes receivable	2,644	11,992
Other current assets	8,986	15,368
Total current assets	224,405	375,029
PROPERTY AND EQUIPMENT - NET	163,659	170,896
RIGHT OF USE ASSETS	48,318
GOODWILL	1,497,843	1,503,245
IDENTIFIABLE INTANGIBLE ASSETS - NET	408,743	478,852
DEFERRED INCOME TAXES - NET	7,785	8,893
OTHER LONG-TERM ASSETS	50,257	41,092
TOTAL	2,401,010	2,578,007
CURRENT LIABILITIES:
Accounts payable	89,443	94,993
Accrued expenses	48,339	66,569
Income taxes payable	1,307	10,502
Short-term debt - net		6,481
Deferred revenue	163,220	167,550
Total current liabilities	302,309	346,095
LONG-TERM DEBT - NET	1,392,422	1,750,990
LEASE LIABILITIES	47,252
DEFERRED INCOME TAXES - NET	43,960	24,595
UNCERTAIN TAX POSITIONS	37,355	42,701
OTHER LONG-TERM LIABILITIES	7,424	26,961
Total liabilities	1,830,722	2,191,342
Commitments and contingencies (Note 12)
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred Stock, $0.0001 par value; 1.0 million shares authorized; no shares issued and outstanding as of September 30, 2022 and December 31, 2021.
Additional paid-in capital	1,926,489	935,082
Accumulated deficit	(1,259,427)	(1,203,440)
Accumulated other comprehensive loss	(145,182)	(78,403)
Total Getty Images Holdings, Inc. stockholders' equity (deficit)	521,919	(346,741)
Noncontrolling interest	48,369	48,056
Total stockholders' equity (deficit)	570,288	(298,685)
TOTAL	2,401,010	2,578,007
Redeemable Preferred Stock
REDEEMABLE PREFERRED STOCK:
Redeemable Preferred Stock, $0.01 par value, 900,000 shares authorized, 677,484 shares outstanding at December 31, 2021 (aggregate liquidation preference of $685,350). No shares were issued or outstanding at September 30, 2022.		685,350
Class A
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock	39	20
Class B
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock	$ 0	$ 0

PROPERTY AND EQUIPMENT - NET

9 Months Ended

Sep. 30, 2022

PROPERTY AND EQUIPMENT - NET

PROPERTY AND EQUIPMENT - NET

7. PROPERTY AND EQUIPMENT – NET

Property and equipment consisted of the following at the reported Balance Sheet dates (in thousands, except years):


	Estimated
	Useful
	Lives
	(in Years)	As of September 30, 2022		As of December 31, 2021
Contemporary imagery	5	$	358,395	$	379,837
Computer hardware purchased	3		5,942		5,639
Computer software developed for internal use	3		112,193		114,434
Leasehold improvements	2–20		7,730		11,459
Furniture, fixtures and studio equipment	5		11,219		15,167
Archival imagery	40		89,650		97,547
Other	3–4		2,229		2,439
Property and equipment			587,358		626,522
Less: accumulated depreciation			(423,699)		(455,626)
Property and equipment, net		$	163,659	$	170,896

Included in archival imagery as of September 30, 2022 and December 31, 2021 was $9.5 million and $10.3 million respectively, of imagery that has an indefinite life and therefore is not amortized.

DEBT (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
DEBT
Less: issuance costs and discounts amortized to interest expense	$ (6,831)	$ (14,127)
Less: short-term debt - net		(6,481)
Long-term debt, net	1,392,422	1,750,990
Senior Notes
DEBT
Long-term Debt, Gross	300,000	300,000
USD Term Loans
DEBT
Long-term Debt, Gross	690,000	997,800
EUR Term Loans
DEBT
Long-term Debt, Gross	$ 409,253	$ 473,798

STOCKHOLDERS' EQUITY (DEFICIT) AND EQUITY-BASED COMPENSATION

9 Months Ended

Sep. 30, 2022

STOCKHOLDERS' EQUITY (DEFICIT) AND EQUITYBASED COMPENSATION

STOCKHOLDERS' EQUITY (DEFICIT) AND EQUITYBASED COMPENSATION

15.	STOCKHOLDERS’ EQUITY (DEFICIT) AND EQUITY‑BASED COMPENSATION

Common Stock — Upon the closing of the Business Combination, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 2,006,140,000 shares, $0.0001 par value per share, of which, 2,000,000,000 shares are designated as Class A common stock, 5,140,000 shares are designated as Class B common stock, and 1,000,000 shares are designated as preferred stock.

Each holder of Class A common stock is entitled to one vote for each share on all matters properly submitted to a vote, including the election of directors. Class A Stockholders do not have cumulative voting rights in the election of directors. Accordingly, holders of a majority of the voting shares are able to elect all of the directors. Holders of shares of Class A common stock are entitled to dividends, if any, as may be declared from time-to-time by the Board out of legally available funds. Holders of Class A common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to Class A common stock.

Except as otherwise required by law, no holder of Class B common stock is entitled to any voting rights with respect Class B common stock. If entitled to vote by law, each holder of Class B common stock is entitled to one vote per share. Holders of shares of Class B common stock are entitled to receive dividends, if any, as may be declared from time-to-time by the Board out of legally available funds, contingent upon the occurrence of a conversion into Class A common stock, as discussed below. The holders of shares of Class B common stock shall not be entitled to receive any assets of the Company in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Holders of Class B common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to Class B common stock.

In connection with the Business Combination, 2,570,000 shares of Class B common stock were designated as Series B-1 common stock and 2,570,000 shares of Class B common stock were designated Series B-2 common stock. The Series B-1 common stock and Series B-2 common stock would automatically vest and convert into shares of Class A common stock if (i) the volume weighted average price of the shares of the Company’s Class A common stock over any 20 trading days within any 30 consecutive trading day period was greater than or equal to $12.50 and $15.00, respectively, or (ii) if there was a change of control of the Company that would result in the holders of shares of the Company’s Class A common stock receiving a price per share equal to or in excess of $12.50 and $15.00, respectively. All shares of Class B common stock that have not converted into Class A common stock during the Earn-Out Period would be forfeited without consideration.

In August 2022, the Series B-1 common stock and Series B-2 common stock automatically converted into 5,140,000 shares of Class A common stock.

In August 2022, the Earn-Out Shares issued in connection with the Business Combination vested and 58,999,956 shares of Class A common stock were issued.

Equity Based Compensation — Equity-based compensation expense is recorded in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations, net of estimated forfeitures. Equity-based compensation, net of forfeitures was $2.8 million and $1.6 million for the three months ended September 30, 2022 and 2021, respectively and $5.9 million and $4.8 million for the nine months ended September 30, 2022 and 2021, respectively.

Prior to the Business Combination, certain employees of the Company were granted equity awards under Legacy Getty’s Amended and Restated 2012 Equity Incentive Plan of the Parent (“Legacy Getty 2012 Plan”). Upon closing of the Business Combination, awards under the Legacy Getty 2012 Plan were converted at the Exchange Ratio, and the Company’s board of directors approved the Getty Images Holdings, Inc. 2022 Equity Incentive Plan (“2022 Plan”). The 2022 Plan provides for the grant of stock options, including incentive stock options and nonqualified stock options, stock appreciation rights, restricted stock, dividend equivalents, restricted stock units and other stock or cash-based awards. Under the 2022 Plan, up to 51,104,577 shares of Class A common stock is available for issuance.

During the nine months ended September 30, 2022, no options to purchase shares of its common stock were granted. As of September 30, 2022, there were 25,334,621 options vested and exercisable with a weighted average exercise price of $2.998. As of September 30, 2022, the total unrecognized compensation charge related to non-vested options was approximately $3.4 million, which is expected to be recognized through 2025.

LEASES - Maturities of lease liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Jan. 01, 2022
LEASES
2022 (remaining)	$ 3,335
2023	12,638
2024	11,875
2025	11,803
2026	6,430
Thereafter	23,226
Total undiscounted lease payments	69,307
Less: imputed interest	(11,888)
Total lease liabilities	$ 57,419	$ 61,300

STOCKHOLDERS' EQUITY (DEFICIT) AND EQUITY-BASED COMPENSATION (Details)					1 Months Ended	9 Months Ended
	Jul. 22, 2022 item $ / shares shares	Jul. 22, 2022 $ / shares shares	Jul. 22, 2022 Vote $ / shares shares	Jul. 22, 2022 D $ / shares shares	Aug. 31, 2022 shares	Sep. 30, 2022 Vote shares	Dec. 31, 2021 shares
Temporary Equity
Total number of authorized shares	2,006,140,000	2,006,140,000	2,006,140,000	2,006,140,000
Par value per share \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000	1,000,000		1,000,000.0	1,000,000.0
Sponsor Side Letter
Temporary Equity
Stock conversion, VWAP trigger, Number of trading days	30			20
Stock conversion, VWAP trigger, Number of consecutive trading days	20			30
Common Class A Shares
Temporary Equity
Common stock, shares authorized	2,000,000,000	2,000,000,000	2,000,000,000	2,000,000,000		2,000,000,000.0	2,000,000,000.0
Common stock, votes per share \| Vote			1
Number of shares converted to Class A common stock					5,140,000
Issuance of common stock upon vesting of Earn-out shares (in shares)					58,999,956
Common Class B Shares
Temporary Equity
Common stock, shares authorized	5,140,000	5,140,000	5,140,000	5,140,000		5,100,000	5,100,000
Common stock, votes per share \| Vote						1
Series B-1 Common Stock \| Sponsor Side Letter
Temporary Equity
Number of Restricted Sponsor shares into which Sponsor Shares are to be converted into	2,570,000	2,570,000	2,570,000	2,570,000
Stock conversion, VWAP trigger \| $ / shares		$ 12.50
Series B-2 Common Stock \| Sponsor Side Letter
Temporary Equity
Number of Restricted Sponsor shares into which Sponsor Shares are to be converted into	2,570,000	2,570,000	2,570,000	2,570,000
Stock conversion, VWAP trigger \| $ / shares		$ 15.00

OTHER ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Other Long-Term Assets
Long term note receivable from a related party	$ 24,000	$ 24,000
Minority and other investments	11,287	10,621
Derivative Asset	8,300
Other	6,670	6,471
Other Long-Term Assets, total	50,257	41,092
Accrued Expenses
Accrued compensation and related costs	21,920	38,232
Lease Liabilities	10,167
Interest payable	8,740	9,750
Other	6,657	9,131
Common stock warrant liabilities	855
Accrued contingent consideration		9,456
Accrued expenses, total	48,339	66,569
Other Long-Term Liabilities
Accrued contingent consideration (net of current portion)	4,884	4,583
Derivative liabilities (net of current portion)		13,073
Other	2,540	9,305
Other Long-Term Liabilities, total	$ 7,424	$ 26,961

PROPERTY AND EQUIPMENT - NET - Narrative (Details) - USD ($) $ in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Archival imagery
PROPERTY AND EQUIPMENT - NET
Property and Equipment with Indefinite life	$ 9.5	$ 10.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of cash, cash equivalents and restricted cash


	As of September 30, 2022		As of December 31, 2021
Cash and cash equivalents	$	71,869	$	186,301
Restricted cash		4,533		5,228
Total cash, cash equivalents and restricted cash	$	76,402	$	191,529

REVENUE (Tables)

9 Months Ended

Sep. 30, 2022

REVENUE

Summary of revenue by product


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Creative	$	145,238	$	148,426	$	440,305	$	441,190
Editorial		81,845		84,393		243,543		226,902
Other		3,391		4,202		10,930		11,543
Total Revenue	$	230,474	$	237,021	$	694,778	$	679,635

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2022	Nov. 10, 2022
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Entity File Number	001-41453
Entity Registrant Name	GETTY IMAGES HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-3764229
Entity Address State Or Province	WA
Entity Address, Address Line One	605 5th Ave S. Suite 400
Entity Address, City or Town	Seattle
Entity Address, Postal Zip Code	98104
City Area Code	206
Local Phone Number	925-5000
Title of 12(b) Security	Class A Common Stock
Trading Symbol	GETY
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		394,771,254
Entity Central Index Key	0001898496
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
REVENUE	$ 230,474	$ 237,021	$ 694,778	$ 679,635
OPERATING EXPENSE:
Cost of revenue (exclusive of depreciation and amortization shown separately below)	64,040	62,598	191,052	183,142
Selling, general and administrative expenses	91,571	94,459	280,255	273,929
Depreciation	12,407	12,720	37,298	38,551
Amortization	11,566	12,471	35,676	37,025
Other operating expense (income) - net	532	(223)	4,096	(373)
Operating expense	180,116	182,025	548,377	532,274
INCOME FROM OPERATIONS	50,358	54,996	146,401	147,361
OTHER EXPENSE, NET:
Interest expense	(29,397)	(31,006)	(88,983)	(92,173)
Gain on fair value adjustment for swaps and foreign currency exchange contract - net	5,672	3,728	22,777	12,493
Unrealized foreign exchange gains - net	33,671	14,243	71,905	26,922
Loss on extinguishment of debt	(2,693)		(2,693)
Net loss on fair value adjustment for warrant liabilities	(161,339)		(161,339)
Other non-operating (expense) income - net	(3,763)	157	(3,408)	457
Total other expense - net	(157,849)	(12,878)	(161,741)	(52,301)
(LOSS) INCOME BEFORE INCOME TAXES	(107,491)	42,118	(15,340)	95,060
INCOME TAX EXPENSE	(10,625)	(8,489)	(38,974)	(19,162)
NET (LOSS) INCOME	(118,116)	33,629	(54,314)	75,898
Net (loss) income attributable to noncontrolling interest	(62)	113	313	254
Premium on early redemption of Redeemable Preferred Stock	26,678		26,678
Redeemable Preferred Stock dividend	4,666	18,227	43,218	52,653
NET (LOSS) INCOME ATTRIBUTABLE TO GETTY IMAGES HOLDINGS, INC.	$ (149,398)	$ 15,289	$ (124,523)	$ 22,991
Net (loss) income per share attributable to Class A Getty Images Holdings, Inc. common stockholders:
Basic	$ (0.47)	$ 0.08	$ (0.52)	$ 0.12
Diluted	$ (0.51)	$ 0.08	$ (0.59)	$ 0.12
Weighted-average Class A common shares outstanding:
Basic	318,152,726	196,082,512	237,235,059	196,082,512
Diluted	323,337,894	197,523,619	238,963,448	197,238,936
Class A Common Stock
Weighted-average Class A common shares outstanding:
Basic	318,152,726	196,082,512	237,235,059	196,082,512
Diluted	323,337,894	197,523,619	238,963,448	197,238,936

LEASES (Tables)

9 Months Ended

Sep. 30, 2022

LEASES

Summary of information related to company's leases

Additional information related to the Company’s leases as of and for the nine months ended September 30, 2022, is as follows (in thousands, except for the lease term and discount rate):


	As of September 30,
	2022
Right of use asset	$	48,318

Lease liabilities, current		10,167
Lease liabilities, non-current		47,252
Total lease liabilities	$	57,419

Weighted average remaining lease term		6.6 years
Weighted average discount rate		5.6	%

Cash paid for amounts included in lease liabilities	$	10,965
Right of use asset obtained in exchange for lease obligation upon adoption	$	53,076
Right of use asset obtained in exchange for lease obligation during nine months ending September 30, 2022	$	5,514

Schedule of maturities of lease liabilities


	As of September 30,
Year ending December 31,	2022
2022 (remaining)	$	3,335
2023		12,638
2024		11,875
2025		11,803
2026		6,430
Thereafter		23,226
Total undiscounted lease payments		69,307
Less: imputed interest	$	(11,888)
Total lease liabilities	$	57,419

BUSINESS COMBINATION

9 Months Ended

Sep. 30, 2022

BUSINESS COMBINATION

BUSINESS COMBINATION

3.	BUSINESS COMBINATION

As discussed in “Note 1 – Description of Business”, on July 22, 2022, the Company consummated the transactions contemplated by the Business Combination Agreement. At the Closing, and subject to the terms and conditions of the Business Combination Agreement, holders of 153,322,880 shares of Legacy Getty common stock received 196,938,915 shares of the Company’s Class A common stock as consideration in the Business Combination, and the previously outstanding Legacy Getty Redeemable Preferred Stock was retired in full through a combination of a cash payment of approximately $615.0 million and 15,000,000 shares of the Company’s Class A common stock with a fair value at issuance of $140.2 million. Each Legacy Getty Option (whether vested or unvested) to purchase Legacy Getty Common Shares was converted into an option to purchase a number of shares of the Company’s Class A common stock and at an exercise price converted based on the Exchange Ratio, calculated in accordance with the terms of the Business Combination Agreement.

In addition to the consideration paid at Closing, during a period to expire 10 years from the Closing Date (the “Earn-Out Period”), within 10 business days after the occurrence of an applicable triggering event, as described below, the Company was required to issue to former equityholders of Legacy Getty an aggregate of up to 59,000,000 shares of the Company’s Class A common stock (the “Earn-Out Shares”), upon the terms and subject to the conditions set forth in the Business Combination Agreement and the other agreements contemplated thereby. The Earn-Out Shares were issuable in three equal tranches if (i) the volume weighted average price of the shares of the Company’s Class A common stock over any 20 trading days within any 30 consecutive trading day period was greater than or equal to $12.50, $15.00 and $17.50, respectively, or (ii) if there was a change of control of the Company prior to the expiration of the Earn-Out Period that would result in the holders of shares of the Company’s Class A common

stock receiving a price per share equal to or in excess of $12.50, $15.00 and $17.50, respectively. The Earn-Out Shares were accounted for as equity-classified equity instruments and recorded in additional paid-in capital as part of the Business Combination.

Pursuant to a certain letter agreement executed concurrently with the Business Combination Agreement (the “Sponsor Side Letter”), CC Neuberger Principal Holdings II Sponsor, LLC (the “Sponsor”), its Independent Directors and certain affiliates, agreed to convert, through a series of transactions, 5,140,000 of its CCNB Class B common stock into 2,570,000 Series B-1common stock and 2,570,000 Series B-2 common stock of the Company (the shares of Series B-2 common stock together with the shares of Series B-1 common stock, the “Restricted Sponsor Shares”), which were subject to forfeiture if certain vesting events are not satisfied. The Series B-1 common stock and Series B-2 common stock would vest and convert into shares of Class A common stock if (i) the volume weighted average price of the shares of the Company’s Class A common stock over any 20 trading days within any 30 consecutive trading day period was greater than or equal to $12.50 and $15.00, respectively, or (ii) if there was a change of control of the Company that would result in the holders of shares of the Company’s Class A common stock receiving a price per share equal to or in excess of $12.50 and $15.00, respectively. The Restricted Sponsor Shares are accounted for as equity-classified equity instruments and recorded in additional paid-in capital as part of the Business Combination.

Concurrent with the execution of the Business Combination Agreement, CCNB and the Company entered into Subscription Agreements (the “PIPE Subscription Agreements”) with the Sponsor and Getty Investments L.L.C. (“Getty Investments”). Additionally, on December 28, 2021, CCNB and the Company entered into the Permitted Equity Subscription Agreement with Multiply Group (the “Permitted Equity Subscription Agreement”). On July 22, 2022, Getty Investments entered into an additional subscription agreement with the Company (the “Additional Getty Subscription Agreement”). Pursuant to the PIPE Subscription Agreements, the Permitted Equity Subscription Agreement and the Additional Getty Subscription Agreement, on the Closing Date, the Sponsor, Getty Investments and Multiply Group subscribed for and purchased, and CCNB and the Company issued and sold to such investors, an aggregate of 36,000,000 shares of the Company’s Class A common stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $360.0 million (the “PIPE Financing”).

On the Closing Date, the Company completed the issuance and sale of 20,000,000 shares of the Company’s Class A common stock and 3,750,000 Forward Purchase Warrants to Neuberger Berman Opportunistic Capital Solutions Master Fund LP (“NBOKS”) for an aggregate purchase price of $200.0 million, in connection with the Forward Purchase Agreement. Refer to “Note 4 – Common Stock Warrants” for additional information on the accounting for the Forward Purchase Warrants.

Additionally, on the Closing Date, the Company completed the sale of 30,000,000 shares of the Company’s Class A common stock to NBOKS, for a purchase price of $10.00 per share and aggregate purchase price of $300.0 million, pursuant to that certain Backstop Facility Agreement dated November 16, 2020, as amended.

Upon the closing of the Business Combination, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 2,006,140,000 shares, $0.0001 par value per share, of which, 2,000,000,000 shares are designated as Class A common stock, 5,140,000 shares are designated as Class B common stock, and 1,000,000 shares are designated as preferred stock.

The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, CCNB was treated as the “acquired” company and Getty Images is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Getty Images issuing stock for the net assets of CCNB, accompanied by a recapitalization. The net assets of CCNB are stated at historical cost, with no goodwill or other intangible assets recorded.


Cash – CCNB trust and cash, net of redemptions	$	4,164
Cash – PIPE Financing		360,000
Cash – Forward Purchase Agreement		200,000
Cash – Backstop Agreement		300,000
Less: Cash paid to redeem Redeemable Preferred Stock		(614,996)
Less: Transaction costs paid during the nine months ended September 30, 2022		(104,001)
Net cash contributions from the Business Combination and related transactions	$	145,167
Add: Non-cash assets received from CCNB		806
Add: Transaction costs allocated to warrants		4,225
Add: Cash paid to redeem Redeemable Preferred Stock		614,996
Less: Fair value of Public, Private Placement and Forward Purchase Warrants		(72,374)
Less: Transaction costs previously paid by Legacy Getty during 2021 or accrued at September 30, 2022		(4,540)
Net Business Combination and related transactions, excluding Redeemable Preferred Stock redemption	$	688,280
Add: Fair value of Class A common stock issued to redeem Redeemable Preferred Stock		140,250
Net Business Combination and related transactions, including Redeemable Preferred Stock redemption	$	828,530

The number of shares of common stock issued immediately following the consummation of the Business Combination:


Common stock of CCNB, net of redemptions		508,311
CCNB shares held by the Sponsor		25,700,000
Shares issued in the PIPE Financing		36,000,000
Shares issued in the Forward Purchase Agreement		20,000,000
Shares issued in the Backstop Agreement		30,000,000
Total shares issued in Business Combination and related transactions		112,208,311
Shares issued for Getty Images common stock		196,938,915
Shares issued upon redemption of Getty Images Redeemable Preferred Stock		15,000,000
Total shares of common stock immediately following the Business Combination		324,147,226

CCNB shares held by the Sponsor in the table above include 514,000 Restricted Sponsor Shares.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Legacy Getty was determined to be the accounting acquirer based on the following predominant factors:

●

Legacy Getty stockholders have the greatest voting interest in the Company with approximately 72% of the voting interest;

●

Legacy Getty stockholders have the ability to nominate a majority of the initial members of the Company’s Board of Directors;

●

Legacy Getty senior management is the senior management of the Company; and

●

Legacy Getty was the larger entity based on historical operating activity and had the larger employee base.

Cash, Cash Equivalents and Restricted Cash — The following represents the Company’s cash, cash equivalents and restricted cash as of September 30, 2022 and December 31, 2021 (in thousands):


	As of September 30, 2022		As of December 31, 2021
Cash and cash equivalents	$	71,869	$	186,301
Restricted cash		4,533		5,228
Total cash, cash equivalents and restricted cash	$	76,402	$	191,529

Restricted cash consists primarily of cash held as collateral related to corporate credit cards and real estate lease obligations.

DERIVATIVE INSTRUMENTS - Fair value amounts of derivative instruments (Details) - Derivatives not designated as hedging instruments - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Derivatives, Fair Value [Line Items]
Total derivatives, Asset	$ 8,300	$ 804
Total derivatives, Liability	0	13,759
Foreign currency exchange options
Derivatives, Fair Value [Line Items]
Total derivatives, Asset	0	804
Total derivatives, Liability	0	0
Interest rate swaps
Derivatives, Fair Value [Line Items]
Total derivatives, Asset	8,300	0
Total derivatives, Liability	$ 0	$ 13,759

DEBT

9 Months Ended

Sep. 30, 2022

DEBT

DEBT

11.

DEBT

Debt included the following (in thousands):


	As of September 30,		As of December 31,
	2022		2021
Senior Notes	$	300,000	$	300,000
USD Term Loans		690,000		997,800
EUR Term Loans		409,253		473,798
Less: issuance costs and discounts amortized to interest expense		(6,831)		(14,127)
Less: short-term debt – net		—		(6,481)
Long-term debt – net	$	1,392,422	$	1,750,990

The face value of the EUR Term Loans was €419.0 million as of September 30, 2022 and December 31, 2021. The table above converted the EUR Term Loans to USD using currency exchange rates as of those dates.

In August of 2022, the Company utilized proceeds from its Business Combination along with cash on hand to repay $300.0 million of outstanding indebtedness on its USD Term Loans. In accordance with ASC 470-50-40-2 - Debt - Modifications and Extinguishments, the Company recorded a Loss on Debt Extinguishment of $2.7 million for the three and nine months ended September 30, 2022, in the Consolidated Statements of Operations related to this payment. The Loss on Debt Extinguishment represents the acceleration of the amortization of the issuance costs and debt discount. There were no prepayment fees or penalties associated with this repayment of debt.

Under the terms of the Credit Facility, the prepayment of $300.0 million was applied against the quarterly installments of $2.6 million. Accordingly the remaining balance on the USD Term loan is due at maturity.

As of September 30, 2022, the Company was compliant with all debt covenants and obligations.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

DESCRIPTION OF THE BUSINESS (Details) $ in Millions	9 Months Ended
DESCRIPTION OF THE BUSINESS (Details) $ in Millions	Sep. 30, 2022 USD ($)
Getty Images Holdings, Inc
Assets industry leading sites	$ 507

FAIR VALUE OF FINANCIAL INSTRUMENTS

9 Months Ended

Sep. 30, 2022

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

6.	FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s disclosable financial instruments consist of cash equivalents, forward foreign currency exchange contracts, interest rate swaps, debt, contingent consideration and common stock warrants. Assets and liabilities measured at fair value on a recurring basis (cash equivalents, forward exchange contracts, interest rates swaps and common stock warrants) and a nonrecurring basis (debt) are categorized in the tables below.

Financial instrument assets recorded at fair value as of September 30, 2022 and December 31, 2021 are as follows (in thousands):


	As of September 30, 2022
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents)	$	404	$	—	$	—	$	404
Derivative assets:
Interest rate swaps		—		8,300		—		8,300
	$	404	$	8,300	$	—	$	8,704


	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
Money market funds (cash equivalents)	$	30,096	$	—	$	—	$	30,096
Derivative assets:
Foreign currency exchange options		—		804		—		804
	$	30,096	$	804	$	—	$	30,900

The fair value of the Company’s money market funds is based on quoted active market prices for the funds and is determined using the market approach.

Financial instrument liabilities recorded or disclosed at fair value as of September 30, 2022 and December 31, 2021 are as follows (in thousands):


	As of September 30, 2022
	Level 1		Level 2		Level 3		Total
Term Loans	$	—	$	1,088,999	$	—	$	1,088,999
Senior Notes		—		298,500		—		298,500
Public Warrants		724		—		—		724
Forward Purchase Warrants		—		131		—		131
Contingent Consideration		—		—		4,884		4,884
	$	724	$	1,387,630	$	4,884	$	1,393,238


	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
Term Loans	$	—	$	1,475,759	$	—	$	1,475,759
Senior Notes		—		318,375		—		318,375
Contingent Consideration		—		—		14,039		14,039
Derivative liabilities:
Interest Rate Swap Contracts		—		13,759		—		13,759
	$	—	$	1,807,893	$	14,039	$	1,821,932

The fair value of the Company’s Term Loans and Senior Notes are based on market quotes provided by a third-party pricing source. The fair value of the Company’s interest rate swap contracts and foreign currency exchange contracts are based on market quotes provided by the counterparty. Quotes by the counterparty are calculated based on observable current rates and forward interest rate curves and exchange rates. The Company recalculates and validates this fair value using publicly available market inputs using the market approach.

Contingent Consideration — As of September 30, 2022 and December 31, 2021, the Company had estimated its obligations to transfer Contingent Consideration relating to the acquisition of Unsplash to be $4.9 million and $14.0 million, respectively. The Company recorded acquisition-date fair value of the Contingent Consideration, based on the likelihood of contingent earn-out payments, as part of the consideration transferred. The earn-out payments are remeasured to fair value each reporting date. Changes in the fair value of the Contingent Consideration are recognized within “Other operating expense — net” on the Condensed Consolidated Statement of Operations. The fair value of the Contingent Consideration is based on significant inputs not observable in the market, and as such the Company classified the financial liability as Level 3. The fair value of the Contingent Consideration may change significantly as additional data is obtained, impacting the Company’s assumptions regarding probabilities of outcomes used to estimate the fair value of the liabilities. In evaluating this information, considerable judgment is required to interpret the data used to develop the assumptions and estimates. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques

may have a material effect on the estimated fair value amounts, and such changes could materially impact the Company’s results of operations in future periods.

The Contingent Consideration payments are based on revenue of Unsplash for the period commencing May 1, 2021 and ending on the earlier of when the trailing 12-month revenues of Unsplash reaches $10.0 million (the “Two-Year Earnout”) or two years. The Two-Year Earnout was achieved during the six months ended June 30, 2022 and was paid during the three months ended September 30, 2022.

The following table provides quantitative information associated with the fair value measurements of the Company’s Level 3 inputs:


	Fair Value as of
	September 30, 2022		Valuation
	(in thousands)		Technique	Unobservable Input	Range
Contingent Consideration	$	4,884	Probability-adjusted discounted cash flow	Probabilities of success	55	%
				Years until milestone is expected to be achieved	1.40	years
				Discount rate	8.53	%

This Contingent Consideration was valued using an income approach where revenue was simulated in a risk-neutral framework using Geometric Brownian Motion, a model of stock price behavior that is used in option pricing models such as the Black-Scholes option pricing model. The real options method extends this model to situations where the asset of interest (revenue in this case) is not priced in the market. The significant unobservable inputs used in the fair value measurement of the Contingent Consideration forecasts of expected future revenues and the probability of achievement of those forecasts. Increases in the assessed likelihood of a higher payout under a Contingent Consideration arrangement contribute to increases in the fair value of the related liability. Conversely, decreases in the assessed likelihood of a higher payout under a Contingent Consideration arrangement contribute to decreases in the fair value of the related liability.

The following table presents changes in the fair value of the Contingent Consideration for the three and nine months ended September 30, 2022 and 2021 (in thousands):


	Three Months Ended		Nine Months Ended
	September 30, 2022		September 30, 2022
Balance, beginning of period	$	14,781	$	14,039
Change in fair value of Contingent Consideration		103		845
Payment		(10,000)		(10,000)
Balance, end of period	$	4,884	$	4,884


	Three Months Ended		Nine Months Ended
	September 30, 2021		September 30, 2021
Balance, beginning of period	$	13,470	$	—
Issuance of Contingent Consideration in connection with acquisition		—		13,200
Change in fair value of Contingent Consideration		282		552
Balance, end of period	$	13,752	$	13,752

Public, Private Placement and Forward Purchase Warrants — The Public Warrants were classified within Level 1 as they are publicly traded and had an observable market price in an active market. The Forward Purchase Warrants, which have identical terms as the Public Warrants, were valued similar to the Public Warrants and were classified within Level 2.

The Private Placement Warrants, all of which were exercised on a cashless basis in August 2022, were valued based on a Black-Scholes option pricing model, using assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Private Placement Warrants were collectively classified as a Level 3 measurement within the fair value hierarchy because the valuation model involves the use of unobservable inputs relating to the Company’s estimate of its expected stock volatility, which was developed based on the historical volatility of a publicly traded set of peer companies.

Changes in the fair value of the Private Placement Warrant liability related to updated assumptions and estimates are recognized within the Condensed Consolidated Statements of Operations as a non-operating expense. For the three-months and nine-months ended September 30, 2022, the changes in the fair value of the Private Placement Warrant liability resulted from changes in the fair values of the underlying Class A common shares and its associated volatilities.

The following table presents the change in the fair value of the Private Placement Warrants for the three and nine months ended September 30, 2022:


	Three Months Ended		Nine Months Ended
	September 30, 2022		September 30, 2022
Balance, beginning of period	$	—	$	—
Assumed in Business Combination		56,237		56,237
Change in fair value		176,616		176,616
Exercise		(232,853)		(232,853)
Balance, end of period	$	—	$	—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

DESCRIPTION OF THE BUSINESS

9 Months Ended

Sep. 30, 2022

DESCRIPTION OF THE BUSINESS

DESCRIPTION OF THE BUSINESS

1.	DESCRIPTION OF THE BUSINESS

Getty Images Holdings, Inc. (the “Company” or “Getty Images”) is a preeminent global visual content creator and marketplace. Through Getty Images, iStock, and Unsplash, the Company offers a full range of content solutions to meet the needs of any customer—no matter their size—around the globe, with over 507 million assets available through its industry-leading sites. The Company services businesses in almost every country in the world with websites in 23 languages bringing content to media outlets, advertising agencies and corporations and, increasingly, serving individual creators and prosumers.

On July 22, 2022 (the “Closing Date”), the Company consummated the transactions in the Business Combination Agreement, dated December 9, 2021 (the “Business Combination Agreement” and the consummation of such transactions, the “Closing”), by and among CC Neuberger Principal Holdings II, a Cayman Islands exempted company (“CCNB”), the Company (at such time, Vector Holding, LLC, a Delaware limited liability company and wholly-owned subsidiary of CCNB), Vector Domestication Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Domestication Merger Sub”), Vector Merger Sub 1, LLC, a Delaware limited liability company and a wholly-owned subsidiary of CCNB (“G Merger Sub 1”), Vector Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of CCNB (“G Merger Sub 2”), Griffey Global Holdings, Inc., a Delaware corporation (“Legacy Getty”), and Griffey Investors, L.P., a Delaware limited liability company (the “Partnership”). On the day prior to the Closing Date, the Company statutorily converted from a Delaware limited liability company to a Delaware corporation (the “Statutory Conversion”). On the Closing Date, CCNB merged with and into Domestication Merger Sub, with Domestication Merger Sub surviving the merger as a wholly-owned direct subsidiary of the Company (the “Domestication Merger”). Following the Domestication Merger on the Closing Date, G Merger Sub 1 merged with and into Legacy Getty, with Legacy Getty surviving the merger as an indirect wholly-owned subsidiary of the Company (the “First Getty Merger”). Immediately after the First Getty Merger, Legacy Getty merged with and into G Merger Sub 2 with G Merger Sub 2 surviving the merger as an indirect wholly-owned subsidiary of the Company (the “Second Getty Merger” and together with the First Getty Merger, the “Getty Mergers” and, together with the Statutory Conversion and the Domestication Merger, the “Business Combination”). See “Note 3 — Business Combination” for further details.

Legacy Getty was incorporated in Delaware on September 25, 2012, and in October of the same year, indirectly acquired Getty Images, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS EQUITY (DEFICIT) - USD ($) $ in Thousands	Redeemable Preferred Stock Effect of Modified Retrospective Application Accounting Standards Update 2018-12	Redeemable Preferred Stock	Common Class A Shares Effect of Retrospective Application of Accounting Standards Update 2018-12 Common Stock	Common Class A Shares Effect of Modified Retrospective Application Accounting Standards Update 2018-12 Common Stock	Common Class A Shares Private Placement Warrants Common Stock	Common Class A Shares Public Warrants Common Stock	Common Class A Shares Common Stock	Common Class B Shares Common Stock	Effect of Retrospective Application of Accounting Standards Update 2018-12 Common Stock	Effect of Retrospective Application of Accounting Standards Update 2018-12 Additional Paid-In Capital	Effect of Modified Retrospective Application Accounting Standards Update 2018-12 Parent	Effect of Modified Retrospective Application Accounting Standards Update 2018-12 Common Stock	Effect of Modified Retrospective Application Accounting Standards Update 2018-12 Additional Paid-In Capital	Effect of Modified Retrospective Application Accounting Standards Update 2018-12 Retained Earnings	Effect of Modified Retrospective Application Accounting Standards Update 2018-12 Accumulated Other Comprehensive Loss	Effect of Modified Retrospective Application Accounting Standards Update 2018-12 Noncontrolling Interest	Effect of Modified Retrospective Application Accounting Standards Update 2018-12	Private Placement Warrants Parent	Private Placement Warrants Additional Paid-In Capital	Private Placement Warrants	Public Warrants Parent	Public Warrants Additional Paid-In Capital	Public Warrants	Parent	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Noncontrolling Interest	Total
Temporary Equity, Beginning Balance at Dec. 31, 2020	$ 613,957	$ 613,957
Temporary Equity, Beginning Balance (in shares) at Dec. 31, 2020	606,910	606,910
Stockholders Equity, Beginning Balance at Dec. 31, 2020									$ (1,513)	$ 1,513	$ (367,288)	$ 20	$ 1,000,000	$ (1,320,508)	$ (46,800)	$ 47,728	$ (319,560)							$ (367,288)	$ 1,533	$ 998,487	$ (1,320,508)	$ (46,800)	$ 47,728	$ (319,560)
Stockholders Equity, Beginning Balance (in shares) at Dec. 31, 2020									42,779,007			196,082,512													153,303,505
Net income/loss																								29,600			29,600		145	29,745
Other comprehensive loss																								(14,737)				(14,737)	(1)	(14,738)
Equity-based compensation activity																								1,602		1,602				1,602
Redeemable Preferred Stock dividend		$ 16,885
Redeemable Preferred Stock dividend (shares)		16,691
Redeemable Preferred Stock dividend																								(16,885)		(16,885)				(16,885)
Temporary Equity, ending Balance at Mar. 31, 2021		$ 630,842
Temporary Equity, ending Balance (in shares) at Mar. 31, 2021		623,601
Stockholders Equity, ending Balance at Mar. 31, 2021																								(367,708)	$ 20	984,717	(1,290,908)	(61,537)	47,872	(319,836)
Stockholders Equity, ending Balance (in shares) at Mar. 31, 2021																									196,082,512
Temporary Equity, Beginning Balance at Dec. 31, 2020	$ 613,957	$ 613,957
Temporary Equity, Beginning Balance (in shares) at Dec. 31, 2020	606,910	606,910
Stockholders Equity, Beginning Balance at Dec. 31, 2020									$ (1,513)	1,513	(367,288)	$ 20	1,000,000	(1,320,508)	(46,800)	47,728	(319,560)							(367,288)	$ 1,533	998,487	(1,320,508)	(46,800)	47,728	(319,560)
Stockholders Equity, Beginning Balance (in shares) at Dec. 31, 2020									42,779,007			196,082,512													153,303,505
Redeemable Preferred Stock dividend																														52,700
Temporary Equity, ending Balance at Sep. 30, 2021		$ 666,610
Temporary Equity, ending Balance (in shares) at Sep. 30, 2021		658,959
Stockholders Equity, ending Balance at Sep. 30, 2021																								(361,755)	$ 20	952,173	(1,244,864)	(69,084)	47,981	(313,774)
Stockholders Equity, ending Balance (in shares) at Sep. 30, 2021																									196,082,512
Temporary Equity, Beginning Balance at Dec. 31, 2020	$ 613,957	$ 613,957
Temporary Equity, Beginning Balance (in shares) at Dec. 31, 2020	606,910	606,910
Stockholders Equity, Beginning Balance at Dec. 31, 2020									$ (1,513)	1,513	(367,288)	$ 20	1,000,000	(1,320,508)	(46,800)	47,728	(319,560)							(367,288)	$ 1,533	998,487	(1,320,508)	(46,800)	47,728	(319,560)
Stockholders Equity, Beginning Balance (in shares) at Dec. 31, 2020									42,779,007			196,082,512													153,303,505
Net income/loss			$ (1,513)							$ 1,513
Other comprehensive loss							$ 20																	(346,741)		935,082	(1,203,440)	(78,403)	48,056	(298,685)
Temporary Equity, ending Balance at Dec. 31, 2021	$ 685,350	$ 685,350
Temporary Equity, ending Balance (in shares) at Dec. 31, 2021	677,484	677,484
Stockholders Equity, ending Balance at Dec. 31, 2021				$ 1,533							(346,741)		933,569	(1,203,440)	(78,403)	48,056	(298,685)													(298,685)
Stockholders Equity, ending Balance (in shares) at Dec. 31, 2021			42,781,797	153,313,505			196,095,302
Temporary Equity, Beginning Balance at Mar. 31, 2021		$ 630,842
Temporary Equity, Beginning Balance (in shares) at Mar. 31, 2021		623,601
Stockholders Equity, Beginning Balance at Mar. 31, 2021																								(367,708)	$ 20	984,717	(1,290,908)	(61,537)	47,872	(319,836)
Stockholders Equity, Beginning Balance (in shares) at Mar. 31, 2021																									196,082,512
Net income/loss																								12,528			12,528		(4)	12,524
Other comprehensive loss																								5,982				5,982	(1)	5,981
Equity-based compensation activity																								1,600		1,600				1,600
Redeemable Preferred Stock dividend		$ 17,541
Redeemable Preferred Stock dividend (shares)		17,340
Redeemable Preferred Stock dividend																								(17,541)		(17,541)				(17,541)
Temporary Equity, ending Balance at Jun. 30, 2021		$ 648,383
Temporary Equity, ending Balance (in shares) at Jun. 30, 2021		640,941
Stockholders Equity, ending Balance at Jun. 30, 2021																								(365,139)	$ 20	968,776	(1,278,380)	(55,555)	47,867	(317,272)
Stockholders Equity, ending Balance (in shares) at Jun. 30, 2021																									196,082,512
Net income/loss																								33,516			33,516		113	33,629
Other comprehensive loss																								(13,529)				(13,529)	1	(13,528)
Equity-based compensation activity																								1,624		1,624				1,624
Redeemable Preferred Stock dividend		$ 18,227																												18,200
Redeemable Preferred Stock dividend (shares)		18,018
Redeemable Preferred Stock dividend																								(18,227)		(18,227)				(18,227)
Temporary Equity, ending Balance at Sep. 30, 2021		$ 666,610
Temporary Equity, ending Balance (in shares) at Sep. 30, 2021		658,959
Stockholders Equity, ending Balance at Sep. 30, 2021																								(361,755)	$ 20	952,173	(1,244,864)	(69,084)	47,981	(313,774)
Stockholders Equity, ending Balance (in shares) at Sep. 30, 2021																									196,082,512
Temporary Equity, Beginning Balance at Dec. 31, 2021	$ 685,350	$ 685,350
Temporary Equity, Beginning Balance (in shares) at Dec. 31, 2021	677,484	677,484
Stockholders Equity, Beginning Balance at Dec. 31, 2021				$ 1,533							(346,741)		933,569	(1,203,440)	(78,403)	48,056	(298,685)													(298,685)
Stockholders Equity, Beginning Balance (in shares) at Dec. 31, 2021			42,781,797	153,313,505			196,095,302
Net income/loss																								24,899			24,899		208	25,107
Other comprehensive loss																								(3,878)				(3,878)	(1)	(3,879)
Cumulative Effect of Accounting Change - Adoption of ASU 2019-12 (See Note 2)																								(1,360)			(1,360)			(1,360)
Issuance of common stock in connection with employee stock option exercise																								(29)		(29)				(29)
Issuance of common stock in connection with employee stock option exercise (in shares)							11,991
Equity-based compensation activity																								1,741		1,741				1,741
Redeemable Preferred Stock dividend		$ 18,847
Redeemable Preferred Stock dividend (shares)		18,631
Redeemable Preferred Stock dividend																								(18,847)		(18,847)				(18,847)
Temporary Equity, ending Balance at Mar. 31, 2022		$ 704,197
Temporary Equity, ending Balance (in shares) at Mar. 31, 2022		696,115
Stockholders Equity, ending Balance at Mar. 31, 2022							$ 20																	(344,157)		918,005	(1,179,901)	(82,281)	48,263	(295,894)
Stockholders Equity, ending Balance (in shares) at Mar. 31, 2022							196,107,293
Temporary Equity, Beginning Balance at Dec. 31, 2021	$ 685,350	$ 685,350
Temporary Equity, Beginning Balance (in shares) at Dec. 31, 2021	677,484	677,484
Stockholders Equity, Beginning Balance at Dec. 31, 2021				$ 1,533							$ (346,741)		$ 933,569	$ (1,203,440)	$ (78,403)	$ 48,056	$ (298,685)													(298,685)
Stockholders Equity, Beginning Balance (in shares) at Dec. 31, 2021			42,781,797	153,313,505			196,095,302
Redeemable Preferred Stock dividend																														43,200
Temporary Equity, ending Balance (in shares) at Sep. 30, 2022		0
Stockholders Equity, ending Balance at Sep. 30, 2022							$ 39																	521,919		1,926,489	(1,259,427)	(145,182)	48,369	570,288
Stockholders Equity, ending Balance (in shares) at Sep. 30, 2022							394,757,804
Temporary Equity, Beginning Balance at Mar. 31, 2022		$ 704,197
Temporary Equity, Beginning Balance (in shares) at Mar. 31, 2022		696,115
Stockholders Equity, Beginning Balance at Mar. 31, 2022							$ 20																	(344,157)		918,005	(1,179,901)	(82,281)	48,263	(295,894)
Stockholders Equity, Beginning Balance (in shares) at Mar. 31, 2022							196,107,293
Net income/loss																								38,528			38,528		167	38,695
Other comprehensive loss																								(29,485)				(29,485)		(29,485)
Equity-based compensation activity																								1,390		1,390				1,390
Redeemable Preferred Stock dividend		$ 19,705
Redeemable Preferred Stock dividend (shares)		19,478
Redeemable Preferred Stock dividend																								(19,705)		(19,705)				(19,705)
Temporary Equity, ending Balance at Jun. 30, 2022		$ 723,902
Temporary Equity, ending Balance (in shares) at Jun. 30, 2022		715,593
Stockholders Equity, ending Balance at Jun. 30, 2022							$ 20																	(353,429)		899,690	(1,141,373)	(111,766)	48,430	(304,999)
Stockholders Equity, ending Balance (in shares) at Jun. 30, 2022							196,107,293
Net income/loss																								(118,054)			(118,054)		(62)	(118,116)
Other comprehensive loss																								(33,416)				(33,416)	1	(33,415)
Equity-based compensation activity																								2,806		2,806				2,806
Common shares withheld for settlement of taxes in connection with equity-based compensation																								(6,267)		(6,267)				(6,267)
Common shares withheld for settlement of taxes in connection with equity-based compensation (in shares)							(679,914)
Redemption of Redeemable Preferred Stock for cash consideration		$ (755,246)
Redemption of Redeemable Preferred Stock for share consideration		(715,593)
Redemption of Redeemable Preferred Stock for cash and share consideration							$ 2																	140,250		140,248				140,250
Issuance of Class A and Class B common stock upon Business Combination and PIPE Investment, net							$ 10	$ 1																688,280		688,269				688,280
Issuance of Class A and Class B common stock upon Business Combination and PIPE Investment, net (in shares)							107,068,311	5,140,000
Issuance of common stock upon exercise of Warrants					$ 1													$ 232,853	$ 232,852	$ 232,853	$ 121	$ 121	$ 121	120		120				120
Issuance of common stock upon exercise of Warrants (in shares)					11,555,996	10,201	1,555,961
Issuance of common stock upon vesting of Earn-out shares							$ 6																			(6)
Issuance of common stock upon vesting of Earn-out shares (in shares)							58,999,956
Conversion of Class B common stock to Class A common Stock								$ (1)																(1)						(1)
Conversion of Class B common stock to Class A common Stock (in shares)							5,140,000	(5,140,000)
Premium on early redemption of Redeemable Preferred Stock		$ 26,678																						(26,678)		(26,678)				(26,678)
Redeemable Preferred Stock dividend		$ 4,666																												4,700
Redeemable Preferred Stock dividend																								(4,666)		(4,666)				(4,666)
Temporary Equity, ending Balance (in shares) at Sep. 30, 2022		0
Stockholders Equity, ending Balance at Sep. 30, 2022							$ 39																	$ 521,919		$ 1,926,489	$ (1,259,427)	$ (145,182)	$ 48,369	$ 570,288
Stockholders Equity, ending Balance (in shares) at Sep. 30, 2022							394,757,804
Redemption of Redeemable Preferred Stock for cash and share consideration (in shares)							15,000,000

COMMON STOCK WARRANTS

9 Months Ended

Sep. 30, 2022

COMMON STOCK WARRANTS

COMMON STOCK WARRANTS

4.	COMMON STOCK WARRANTS

As part of CCNB’s initial public offering, 20,700,000 Public Warrants were sold. The Public Warrants entitle the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustments. The Public Warrants were only exercisable for a whole number of shares of Class A common stock. No fractional shares were to be issued upon exercise of the warrants. The Public Warrants were set to expire at 5:00 p.m. New York City time on July 22, 2027, or earlier upon redemption or liquidation. The Public Warrants were listed on the NYSE under the symbol “GETY.WS.”

The Company was able to call the Public Warrants for redemption , in whole and not in part, at a price of $0.01 per warrant, so long as the Company provided not less than 30 days’ prior written notice of redemption to each warrant holder, and if, and only if, the reported last sale price of Class A common stock equaled or exceeded $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sent the notice of redemption to the warrant holders provided there was an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants. If the Company called the Public Warrants for redemption as previously described, the Company had the option to require all holders that wish to exercise the Public Warrants to do so on a cashless basis.

Additionally, commencing 90 days after the Public Warrants became exercisable, the Company could redeem the outstanding Public Warrants:

●

in whole and not in part,

●

at $0.10 per warrant provided that holders would be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined below);

●

upon a minimum of 30 days’ prior written notice of redemption; and

●

if, and only if, the last reported sale price of the Company’s Class A common stock equaled or exceeded $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sent the notice of redemption to the warrant holders.

The “fair market value” of the shares of Class A common stock means the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

Simultaneously with CCNB’s initial public offering, CCNB consummated a private placement of 18,560,000 Private Placement Warrants with CCNB’s sponsor. Each Private Placement Warrant was exercisable for one share of Class A common stock at a price of $11.50 per share, subject to adjustment. The Private Placement Warrants were identical to the Public Warrants, except that the Private Placement Warrants were non-redeemable so long as they were held by the initial purchasers or such purchasers’ permitted transferees, and the initial purchasers or such purchasers’ permitted transferees had the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants were held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants would be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Additionally, on the Closing Date, the Company issued 3,750,000 Forward Purchase Warrants in connection with the Forward Purchase Agreement. The Forward Purchase Warrants had the same terms as the Public Warrants.

The Company concluded the Public, Private Placement and Forward Purchase Warrants meet the definition of a derivative under ASC 815-40 (as described in “Note 2 — Summary of Significant Accounting Policies”) and are recorded as liabilities. Upon consummation of the Business Combination, the fair value of the Public, Private Placement and Forward Purchase Warrants were recorded in the Condensed Consolidated Balance Sheet. Transaction costs allocated to the issuance of the Public, Private Placement and Forward Purchase Warrants of $4.2 million were recorded as “Other non-operating (expense) income — net” in the Condensed Consolidated Statements of Operations.

In August 2022, all of the Private Placement Warrants were exercised on a cashless basis for 11,555,996 shares of Class A common stock. The fair value of the Private Placement Warrants was remeasured upon the exercise of the warrants, resulting in a $176.6 million non-cash change in fair value in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022.

On September 19, 2022, the Company announced that it had elected to redeem all of the outstanding Public Warrants and Forward Purchase Warrants that remain outstanding at 5:00 p.m. New York City time on October 19, 2022 for $0.01 per warrant. In September 2022, 10,201 Public Warrants were exercised for an aggregate cash payment of $0.1 million. As of September 30, 2022, 20,689,799 Public Warrants and 3,750,000 Forward Purchase Warrants remained outstanding. The fair value of the Public and Forward Purchase Warrants was remeasured as of September 30, 2022, resulting in a $15.3 million non-cash change in fair value in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022. Effective October 19, 2022 the remaining Public Warrants and Forward Purchase Warrants were redeemed for $0.2 million.

OTHER ASSETS AND LIABILITIES

9 Months Ended

Sep. 30, 2022

OTHER ASSETS AND LIABILITIES

OTHER ASSETS AND LIABILITIES

10.	OTHER ASSETS AND LIABILITIES

Other Long-Term Assets — Other long-term assets consisted of the following at the reported Balance Sheet dates (in thousands):


	As of September 30,		As of December 31,
	2022		2021
Long term note receivable from a related party	$	24,000	$	24,000
Minority and other investments		11,287		10,621
Derivative Asset		8,300		—
Other		6,670		6,471
	$	50,257	$	41,092

Accrued Expenses — Accrued expenses at the reported Balance Sheet dates are summarized below (in thousands):


	As of September 30,		As of December 31,
	2022		2021
Accrued compensation and related costs	$	21,920	$	38,232
Lease Liabilities		10,167		—
Interest payable		8,740		9,750
Other		6,657		9,131
Common stock warrant liabilities		855		—
Accrued contingent consideration		—		9,456
	$	48,339	$	66,569

Other Long-Term Liabilities — Other long-term liabilities consisted of the following at the reported Balance Sheet dates (in thousands):


	As of September 30,		As of December 31,
	2022		2021
Accrued Contingent Consideration (net of current portion)	$	4,884	$	4,583
Derivative liabilities (net of current portion)		—		13,073
Other		2,540		9,305
	$	7,424	$	26,961

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions	1 Months Ended	9 Months Ended
	Aug. 31, 2022	Sep. 30, 2022
COMMITMENTS AND CONTINGENCIES
Lease cost		$ 8.4
USD Term Loans
COMMITMENTS AND CONTINGENCIES
Repayment of outstanding indebtedness	$ 300.0
Quarterly installments	$ 2.6

LEASES - Additional information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
LEASES
Operating lease costs related to short-term leases	$ 2,200	$ 2,900	$ 7,600	$ 8,900
Increased lease commitments	8,400		8,400
Impairment of right of use assets	$ 0		$ 2,563

PROPERTY AND EQUIPMENT - NET (Tables)

9 Months Ended

Sep. 30, 2022

PROPERTY AND EQUIPMENT - NET

Schedule of Property and Equipment reported as of balance sheet dates

Property and equipment consisted of the following at the reported Balance Sheet dates (in thousands, except years):


	Estimated
	Useful
	Lives
	(in Years)	As of September 30, 2022		As of December 31, 2021
Contemporary imagery	5	$	358,395	$	379,837
Computer hardware purchased	3		5,942		5,639
Computer software developed for internal use	3		112,193		114,434
Leasehold improvements	2–20		7,730		11,459
Furniture, fixtures and studio equipment	5		11,219		15,167
Archival imagery	40		89,650		97,547
Other	3–4		2,229		2,439
Property and equipment			587,358		626,522
Less: accumulated depreciation			(423,699)		(455,626)
Property and equipment, net		$	163,659	$	170,896

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
NET (LOSS) INCOME	$ (118,116)	$ 33,629	$ (54,314)	$ 75,898
OTHER COMPREHENSIVE LOSS:
Net foreign currency translation adjustment losses	(33,416)	(13,529)	(66,779)	(22,284)
COMPREHENSIVE (LOSS) INCOME	(151,532)	20,100	(121,093)	53,614
Less: Comprehensive (loss) gain attributable to noncontrolling interest	(61)	114	313	253
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO GETTY IMAGES HOLDINGS, INC.	$ (151,471)	$ 19,986	$ (121,406)	$ 53,361

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (a)(1)
-URI https://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126954810&loc=d3e3000-108585

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 19
-URI https://asc.fasb.org/extlink&oid=126929396&loc=SL4569616-111683

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 23: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 29: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (c)(1)
-URI https://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 31: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4J
-URI https://asc.fasb.org/extlink&oid=120409616&loc=SL4591551-111686

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4K
-URI https://asc.fasb.org/extlink&oid=120409616&loc=SL4591552-111686

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

+ Details

OTHER ASSETS AND LIABILITIES (Tables)

9 Months Ended

Sep. 30, 2022

OTHER ASSETS AND LIABILITIES

Schedule of other long-term assets at the reported balance sheet dates


	As of September 30,		As of December 31,
	2022		2021
Long term note receivable from a related party	$	24,000	$	24,000
Minority and other investments		11,287		10,621
Derivative Asset		8,300		—
Other		6,670		6,471
	$	50,257	$	41,092

Schedule of accrued expenses at the reported balance sheet dates


	As of September 30,		As of December 31,
	2022		2021
Accrued compensation and related costs	$	21,920	$	38,232
Lease Liabilities		10,167		—
Interest payable		8,740		9,750
Other		6,657		9,131
Common stock warrant liabilities		855		—
Accrued contingent consideration		—		9,456
	$	48,339	$	66,569

Schedule of other long-term liabilities at the reported balance sheet dates


	As of September 30,		As of December 31,
	2022		2021
Accrued Contingent Consideration (net of current portion)	$	4,884	$	4,583
Derivative liabilities (net of current portion)		—		13,073
Other		2,540		9,305
	$	7,424	$	26,961