Artificial Intelligence

Getty Images Reports First Quarter 2023 Results

Published

12 months ago

May 11, 2023

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NEW YORK, May 11, 2023 (GLOBE NEWSWIRE) — Getty Images Holdings, Inc. (“Getty Images” or the “Company”) (NYSE: GETY), a preeminent global visual content creator and marketplace, today reported financial results for the first quarter ended March 31, 2023.

“We are pleased to report a quarter of revenue growth, all of which is organic, despite foreign exchange pressures, driven by strong subscription growth, subscription renewal rates, new customer growth and increased consumption of our content,” said Craig Peters, Chief Executive Officer of Getty Images. “The increased customer commitment and consumption is underpinned by the uniqueness and quality of our content offerings. We are focused on expanding this differentiation alongside embracing new capabilities to increase the value we provide to our customers and create new and recurring revenue streams.”

First Quarter 2023 Financial Summary:

Revenue of $235.6 million grew 2% year over year. On a currency neutral basis, revenues increased 5.5%.
- Creative revenue of $146.5 million, down 1.3% year over year and up 1.9% on a currency neutral basis.
- Editorial revenue of $84.6 million, up 7.5% year over year and 11.3% on a currency neutral basis.
- Annual Subscription Revenue as a percentage of total revenue grew to over 50%, up from 48.3% in Q1’22 and up from a finish of 49% for the full year 2022.
Net Income of $3.2 million, down from $25.1 million from Q1’22. Included in Q1’23 was a $9.5 million unrealized loss related to the change in fair value of the Company’s Euro term loan and a $2.1 million loss related to the mark-to-market on an interest rate swap, compared with gains of $5.6 million on the Euro term loan and $12.1 million on the interest rate swap in Q1’22. Net Income Margin was 1.4% compared to 10.9% in Q1’22.
Adjusted EBITDA* of $76.1 million, down 2% year over year due to the impact of foreign exchange on revenue and the incremental expenses of operating as a public company. On a currency neutral basis, adjusted EBITDA was up 2.2%. Adjusted EBITDA Margin* was 32.3% compared to 33.6% in Q1’22.
Adjusted EBITDA less capex* was $60.6 million, down 1.4% year over year and up 3.8% on a currency neutral basis.

Liquidity and Balance Sheet:

Net cash provided by operating activities of $31.9 million in Q1’23, compared to $49.4 million in the prior year period.
Free cash flow* of $16.4 million in Q1’23, compared to $33.1 million in the prior year period.
Ending cash balance on March 31, 2023 was $116.8 million, up $18.9 million from the ending balance on December 31, 2022 and a decrease of $94 million from March 31, 2022. The Company had $80 million available through its Revolver at quarter end, which remained undrawn, for total liquidity of $196.8 million.
On May 4, 2023, the Company amended the Revolver, upsizing the facility to $150 million and extending the maturity to May 4, 2028. The amended facility provides the Company with increased liquidity and greater operating flexibility.
The Company’s total debt was $1.441 billion, which included $300 million in senior notes and a term loan balance of $1.141 billion, consisting of $684.8 million in USD and $456.5 million in USD equivalent of Euros, converted using exchange rates as of March 31, 2023. After the close of the quarter, in line with its commitment to further delever the balance sheet, the Company made a voluntary repayment on the USD term loan of $20 million in May from balance sheet cash.

^{* Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA less capex, and Free Cash Flow are non-GAAP financial measures. Refer to the Reconciliation of GAAP and Non-GAAP Financial Measures section below.}

Key Performance Indicators (KPIs)^1,8

	Last Twelve Months (“LTM”) Ended March 31,
	2023¹	2022	Y/Y Change
LTM total purchasing customers (thousands)²	829	825	+0.5%
LTM total active annual subscribers (thousands)³	150	81	+85.1%
LTM paid download volume (millions)⁴	95	89	+6.6%
LTM annual subscriber revenue retention rate⁵	99.8%	104.6%	-480 bps
Image collection (millions)⁶	510	466	+9.5%
Video collection (millions)⁶	25	21	+19.0%
LTM video attachment rate⁷	13.4%	12.0%	+140 bps

^{Note: The Key Operating Metrics outlined are the metrics that provide management with the most immediate understanding of the drivers of business performance and our ability to deliver shareholder return, track to financial targets and prioritize customer satisfaction. Note, KPI comparisons to periods prior to trailing twelve-months ended March 31, 2023 reflect some COVID-19 impact.}

^{Annual subscription – includes products with a duration of 12 months or longer}

^{1 Beginning with the three months ended September 30, 2022, the Company made two changes to its reporting that has some impact on reported KPI’s. First, activity for LATAM, Turkey and Israel, which was previously excluded from these metrics, is now included due to completion of a system migration. Additionally, the method by which we aggregate our customer accounts was updated to better align with our internal sales CRM system. We have not restated historical periods given the immaterial impact to the KPI’s, except for LTM total active annual subscribers and LTM annual subscriber revenue retention rate for which the legacy reporting format is detailed in noted 3 and 5 below.}
^{2 The count of total customers who made a purchase within the reporting period based on billed revenue.}
^{3 The count of customers who were on an annual subscription product during the reporting period. Absent the reporting changes noted in Note 1, LTM total active annual subscribers would have been 135 thousand, up 66% year on year.}
^{4 A count of the number of paid downloads by our customers in the reporting period. Excludes downloads from Editorial Subscriptions, Editorial feeds and certain API structured deals, including bulk unlimited deals. Excludes downloads starting in Q3’22 tied to a two-year deal signed with Amazon in July 2022, as the magnitude of the potential download volume over the deal term could result in significant fluctuations in this metric without corresponding impact to revenue in the same period.}
^{5 This calculates retention of total revenue for customers on an annual subscription product, comparing the customer’s total billed revenue (inclusive of both annual subscription and non-annual subscription products) in the LTM period to the prior LTM period. Absent the reporting changes noted in Note 1 above, LTM annual subscriber retention rate would have been 99.0%.
6 A count of the total images and videos in our content library as of the reporting date.}
^{7 A measure of the percentage of total paid customer downloaders who are video downloaders. The underlying calculation of this metric was changed vs. previously reported metrics. This change was made to exclude the impact of downloader activity from our free trial subscriptions which are skewed entirely to stills-only content.}
^{8 The Company launched Unsplash+ during the three months ended December 31, 2022. This new Unsplash subscription will now be included within these KPI’s from the launch date forward. The impact is not yet material.}

First Quarter 2023 Business Highlights:

Announced collaboration with NVIDIA to develop and distribute responsible generative text-to-image and text-to-video offerings. The collaboration will see Getty Images and NVIDIA working to commercialize responsible AI models to bring new capabilities to their collective customers.
Announced exclusive, multi-year global partnerships with Sky News and Anadolu to represent their world-class quality footage.
In partnership with AI visual tools developer BRIA, deployed one-click background removal functionality to iStock subscribers, allowing customers to get to the exact image they need with increased time and budget efficiency.

Financial Outlook for Full Year 2023

The following tables summarize Getty Images fiscal year 2023 guidance:

	2023 Guidance
Revenue	$936 million to $963 million
Revenue Growth YoY	1.0% to 4.0%
Revenue Growth, Currency Neutral	1.5% to 4.5%
Adjusted EBITDA	$305 million to $315 million
Adjusted EBITDA Growth YoY	0.4% to 3.6%
Adjusted EBITDA Growth, Currency Neutral	0.7% to 4.0%

Currency neutral growth rates have been updated to remain aligned with Revenue and adjusted EBITDA guidance, which remain unchanged both on a dollar and year over year growth basis.

Assuming foreign currency rates remain at current levels, the guidance includes the following impacts from FX on revenue and EBITDA:

	FX Headwind		FX Tailwind	FX Headwind
	Q1 2023	Q2 2023	2H 2023	2023
Revenue	($7.6) million	(~$3.5) million	~$6.0 million, primarily in Q4	(~$5.0) million
Adjusted EBITDA	($3.2) million	(~$1.0) million	~$3.0 million, primarily in Q4	(~$1.0) million

Webcast & Conference Call Information

The Company will host a conference call and live webcast with the investment community at 5:00 p.m. Eastern Time today, Thursday, May 11, 2023, to discuss its first quarter 2023 results. The live webcast will be accessible through the Investor Relations section of the Company’s website at https://investors.gettyimages.com/. To access the call through a conference line, dial 1‑877‑407‑0792 (in the U.S.) or 1‑201‑689‑8263 (international callers). A replay of the conference call will be posted shortly after the call and will be available for fourteen days following the call. To access the replay, dial 1‑844‑512‑2921 (in the U.S.) or 1‑412‑317‑6671 (international callers). The access code for the replay is 13738187.

About Getty Images

Getty Images (NYSE: GETY) is a preeminent global visual content creator and marketplace that offers a full range of content solutions to meet the needs of any customer around the globe, no matter their size. Through its Getty Images, iStock and Unsplash brands, websites and APIs, Getty Images serves customers in almost every country in the world and is the first-place people turn to discover, purchase and share powerful visual content from the world’s best photographers and videographers. Getty Images works with over 527,000 contributors and more than 310 content partners to deliver this powerful and comprehensive content. Each year Getty Images covers more than 160,000 news, sport and entertainment events providing depth and breadth of coverage that is unmatched. Getty Images maintains one of the largest and best privately-owned photographic archives in the world with millions of images dating back to the beginning of photography.

For company news and announcements, visit our Newsroom.

Forward-Looking Statements

Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of the words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of our management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company.

These forward-looking statements are subject to a number of risks and uncertainties, including: our inability to continue to license third-party content and offer relevant quality and diversity of content to satisfy customer needs; our ability to attract new customers and retain and motivate an increase in spending by its existing customers; the user experience of our customers on our websites; the extent to which we are able to maintain and expand the breadth and quality of our content library through content licensed from third-party suppliers, content acquisitions and imagery captured by its staff of inhouse photographers; the mix of and basis upon which we license our content, including the price-points at, and the license models and purchase options through, which we license our content; the risk that we operate in a highly competitive market; the risk that we are unable to successfully execute our business strategy or effectively manage costs; our inability to effectively manage our growth; our inability to maintain an effective system of internal controls and financial reporting; the risk that we may lose the right to use “Getty Images” trademarks; our inability to evaluate our future prospects and challenges due to evolving markets and customers’ industries; the legal, social and ethical issues relating to the use of new and evolving technologies, such as Artificial Intelligence; the risk that our operations in and continued expansion into international markets bring additional business, political, regulatory, operational, financial and economic risks; our inability to adequately adapt our technology systems to ingest and deliver sufficient new content; the risk of technological interruptions or cybersecurity vulnerabilities; the inability to expand our operations into new products, services and technologies and to increase customer and supplier awareness of new and emerging products and services; the loss of and inability to attract and retain key personnel that could negatively impact our business growth; the inability to protect the proprietary information of customers and networks against security breaches and protect and enforce intellectual property rights; our reliance on third parties; the risks related to our use of independent contractors; the risk that an increase in government regulation of the industries and markets in which we operate could negatively impact our business; the impact of worldwide and regional political, military or economic conditions, including declines in foreign currencies in relation to the value of the U.S. dollar, hyperinflation, higher interest rates, devaluation the impact of recent bank failures on the marketplace and the ability to access credit and significant political or civil disturbances in international markets where we conduct business; the risk that claims, lawsuits and other proceedings that have been, or may be, instituted against us or our predecessors could adversely affect our business; the inability to maintain the listing of our Class A common stock on the New York Stock Exchange; volatility in our stock price and in the liquidity of the trading market for our Class A Common Stock; the risk that the COVID-19 pandemic and efforts to reduce its spread impacts our business, financial condition, cash flows and operation results more significantly than currently expected; changes in applicable laws or regulations; the risks associated with evolving corporate governance and public disclosure requirements; the risk of greater than anticipated tax liabilities; the risks associated with the storage and use of personally identifiable information; earnings-related risks such as those associated with late payments, goodwill or other intangible assets; our ability to obtain additional capital on commercially reasonable terms; the risks associated with being an “emerging growth company” within the meaning of the Securities Act of 1933, as amended; risks associated with our reliance on information technology in critical areas of our operations; our inability to pay dividends for the foreseeable future; the risks associated with additional issuances of Class A Common Stock without stockholder approval; costs related to operating as a public company; and those factors discussed under the heading “Item 1.A. Risk Factors” of our most recently filed Annual Report on Form 10-K. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this press release are more fully described under the heading “Item 1.A. Risk Factors” in our most recently filed Annual Report on Form 10-K and in our other filings with the SEC. The risks described under the heading “Item 1.A. Risk Factors” in our most recently filed Annual Report on Form 10-K are not exhaustive. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, the statements of belief and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us, as applicable, as of the date of this press release, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.


GETTY IMAGES HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)

	Three Months Ended March 31,
		2023			2022
REVENUE	$	235,642		$	230,978

OPERATING EXPENSE:
Cost of revenue (exclusive of depreciation and amortization shown separately below)	$	63,286		$	61,894
Selling, general and administrative expenses		102,395			93,153
Depreciation		13,023			12,512
Amortization		7,207			12,205
Other operating expense – net		279			2,706
Operating expense		186,190			182,470
INCOME FROM OPERATIONS		49,452			48,508

OTHER EXPENSE, NET:
Interest expense		(30,497	)		(29,600	)
(Loss) gain on fair value adjustment for swaps and foreign currency exchange contract – net		(2,085	)		12,126
Unrealized foreign exchange (loss) gains – net		(10,922	)		7,043
Other non-operating expense – net		488			157

Total other expense – net		(43,016	)		(10,274	)
INCOME BEFORE INCOME TAXES		6,436			38,234
INCOME TAX EXPENSE		(3,233	)		(13,127	)

NET INCOME		3,203			25,107
Less:
Net income attributable to noncontrolling interest		507			208
Redeemable Preferred Stock dividend		—			18,847
NET INCOME ATTRIBUTABLE TO GETTY IMAGES HOLDINGS, INC.	$	2,696		$	6,052

Net income per share attributable to Class A Getty Images Holdings, Inc. common stockholders:
Basic	$	0.01		$	0.03
Diluted	$	0.01		$	0.03

Weighted-average Class A common shares outstanding:
Basic		395,307,317			196,103,962
Diluted		408,640,904			221,527,576

GETTY IMAGES HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and par value data)

	March 31, 2023			December 31, 2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	116,820		$	97,912
Restricted cash		4,458			4,482
Accounts receivable – net of allowance of $6,817 and $6,460, respectively		135,200			129,603
Prepaid expenses		15,180			15,728
Taxes receivable		11,542			11,297
Other current assets		14,185			10,497
Total current assets		297,385			269,519
PROPERTY AND EQUIPMENT – NET		175,952			172,083
RIGHT OF USE ASSETS		45,353			47,231
GOODWILL		1,499,889			1,499,578
IDENTIFIABLE INTANGIBLE ASSETS – NET		416,945			419,548
DEFERRED INCOME TAXES – NET		8,328			8,272
OTHER LONG-TERM ASSETS		43,253			51,952
TOTAL	$	2,487,105		$	2,468,183
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	90,303		$	93,766
Accrued expenses		36,537			49,327
Income taxes payable		13,274			8,031
Deferred revenue		179,522			171,371
Total current liabilities		319,636			322,495
LONG-TERM DEBT – NET		1,436,674			1,428,847
LEASE LIABILITIES		44,363			46,218
DEFERRED INCOME TAXES – NET		31,458			37,075
UNCERTAIN TAX POSITIONS		37,407			37,333
OTHER LONG-TERM LIABILITIES		3,457			3,167
Total liabilities		1,872,995			1,875,135
Commitments and contingencies

STOCKHOLDERS’ EQUITY:
Class A common stock, $0.0001 par value: 2.0 billion shares authorized; 396.9 million shares issued and outstanding as of March 31, 2023 and 394.8 million shares issued and outstanding as of December 31, 2022		39			39
Additional paid-in capital		1,945,803			1,936,324
Accumulated deficit		(1,279,658	)		(1,282,354	)
Accumulated other comprehensive loss		(100,548	)		(108,928	)
Total Getty Images Holdings, Inc. stockholders’ equity		565,636			545,081
Noncontrolling interest		48,474			47,967
Total stockholders’ equity		614,110			593,048
TOTAL	$	2,487,105		$	2,468,183

GETTY IMAGES HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

	Three Months Ended March 31,
		2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	3,203		$	25,107
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		13,023			12,512
Amortization		7,207			12,205
Unrealized exchange loss (gains) on foreign denominated debt		9,489			(5,582	)
Equity-based compensation		6,132			1,741
Deferred income taxes – net		(40	)		7,219
Uncertain tax positions		1,222			1,143
Non-cash fair value adjustment for swaps and foreign currency exchange contracts		2,085			(11,742	)
Amortization of debt issuance costs		1,031			1,495
Non-cash operating lease costs		1,878			2,516
Impairment of right of use assets		—			2,563
Other		723			1,567
Changes in current assets and liabilities:
Accounts receivable		(5,721	)		11,366
Accounts payable		657			5,294
Accrued expenses		(5,079	)		(20,624	)
Lease liabilities, non-current		(2,022	)		(2,992	)
Income taxes receivable/payable		(2,015	)		2,412
Interest Payable		(7,573	)		(948	)
Deferred revenue		7,833			5,419
Other		(118	)		(1,306	)
Net cash provided by operating activities		31,915			49,365

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment		(15,525	)		(16,235	)
Net cash used in investing activities		(15,525	)		(16,235	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt		(2,600	)		(2,600	)
Proceeds from common stock issuance		2,639			29
Cash paid for equity issuance costs		(86	)		(3,081	)
Net cash used in financing activities		(47	)		(5,652	)

EFFECTS OF EXCHANGE RATE FLUCTUATIONS		2,541			(3,586	)
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		18,884			23,892
CASH, CASH EQUIVALENTS AND RESTRICTED CASH – Beginning of period		102,394			191,529
CASH, CASH EQUIVALENTS AND RESTRICTED CASH – End of period	$	121,278		$	215,421

Non-GAAP Financial Measures
In order to assist investors in understanding the core operating results that our management uses to evaluate the business and for financial planning, we present the following non-GAAP measures: (1) Adjusted EBITDA, (2) Adjusted EBITDA Margin, (3) Adjusted EBITDA less capex and (4) Free Cash Flow. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP.

The Company believes that these measures are relevant and provide useful information widely used by analysts, investors and other interested parties in our industry to provide a baseline for evaluating and comparing our operating performance, and in the case of free cash flow, our liquidity results. We also evaluate our revenue on an as reported (U.S. GAAP) and currency neutral basis. We believe presenting currency neutral information provides valuable supplemental information regarding our comparable results, consistent with how we evaluate our performance internally.

Reconciliations of these non-GAAP measures to the most comparable GAAP measures are provided below.

The Company does not reconcile its forward-looking non-GAAP financial measures to the corresponding U.S. GAAP measures, due to variability and difficulty in making accurate forecasts and projections and/or certain information not being ascertainable or accessible; and because not all of the information, such as foreign currency impacts necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP financial measure, is available to the Company without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information. The Company provides non-GAAP financial measures that it believes will be achieved, however it cannot accurately predict all of the components of the adjusted calculations and the U.S. GAAP measures may be materially different than the non-GAAP measures.

Reconciliation of Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted EBITDA less capex

(in thousands)	Three Months Ended March 31,
	2023			2022
Net income	$	3,203		$	25,107
Add/(less) non-GAAP adjustments:
Depreciation and amortization		20,230			24,717
Other operating expense – net		279			2,706
Interest expense		30,497			29,600
Fair value adjustments, foreign exchange and other non operating expense (income) ¹		12,519			(19,326	)
Income tax expense		3,233			13,127
Stock based compensation expense		6,132			1,741
Adjusted EBITDA	$	76,093		$	77,672
Capex		15,525			16,235
Adjusted EBITDA less capex	$	60,568		$	61,437
Net income margin		1.4	%		10.9	%
Adjusted EBITDA Margin		32.3	%		33.6	%
Adjusted EBITDA less capex margin		25.7	%		26.6	%

(1) Fair value adjustments for our swaps and foreign currency exchange contracts, foreign exchange gains (losses) and other insignificant non-operating related (expenses) income.

Reconciliation of Free Cash Flow
(in millions)	Three Months Ended March 31,
		2023			2022
Net cash provided by operating activities	$	31.9		$	49.4
Acquisition of property and equipment		(15.5	)		(16.2	)
Free Cash Flow	$	16.4		$	33.1

OTHER FINANCIAL DATA

Revenue by Product

(In thousands)	Three Months Ended March 31,								increase / (decrease)
	2023		% of revenue		2022		% of revenue		$ change			% change		CN % change
Creative		146,497	62.2	%		148,398	64.2	%		(1,901	)	(1.3	)%	1.9	%
Editorial		84,625	35.9	%		78,753	34.1	%		5,872		7.5	%	11.3	%
Other		4,520	1.9	%		3,827	1.7	%		693		18.1	%	22.4	%
Total revenue	$	235,642	100.0	%	$	230,978	100.0	%	$	4,664		2.0	%	5.5	%

Balance Sheet & Liquidity

($ millions)	Mar 31, 2023	Dec 31, 2022	Mar 31, 2022
Cash & Cash Equivalents¹	$116.8	$97.9	$210.8
Available under Revolving Credit Facility²	$80.0	$80.0	$80.0
Liquidity	$196.8	$177.9	$290.8
Term Loans Outstanding – USD Tranche	$684.8	$687.4	$995.2
Term Loans Outstanding – EUR Tranche³	$456.5	$447.0	$468.2
Total Balance – Term Loans Outstanding⁴	$1,141.3	$1,134.4	$1,463.4
Senior Notes	$300.0	$300.0	$300.0

^{1 Excludes restricted cash of $4.5 million as of March 2023, $4.5 million as of December 2022, $4.6 million as of March 2022.}
^{2 Effective February 2019. On May 4, 2023, the Company entered into an amendment to the existing facility, which upsized the facility to $150 million and extended the maturity to May 4, 2028. The facility remains undrawn.
3 Face Value of Debt is 419M EUR. Converted using the FX spot rate as of March 31, 2023 of 1.09, December 31, 2022 of 1.07, and March 31, 2022 of 1.12.
4 Represents face value of debt, not GAAP carrying value.}

Investor Contact:
Getty Images
Steven Kanner
[email protected]

Media Contacts:
Getty Images
Anne Flanagan
[email protected]

Related Topics:AI Artificial Intelligence Machine learning

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TOKYO, April 25, 2024 /PRNewswire/ — Terra Drone Corporation, a leading drone and Advanced Air Mobility (AAM) technology provider headquartered in Japan, announced today the launch of joint development with its Group companies Unifly NV (“Unifly”) and Aloft Technologies Inc. (“Aloft”) focused on UAS Traffic Management (UTM) for AAMs targeting global markets. Terra Drone has been making strides in its pioneering UTM business via strategic investments in Unifly, a leading UTM technology provider based in Belgium, and Aloft, which has the top UTM market share in the U.S. This collaboration marks the world’s first-ever joint UTM development for AAMs by multiple companies with extensive track records in UTM implementation and operation.

The three companies pursue joint UTM development to capitalize on the rapid global progress in electric vertical take-off and landing aircrafts (eVTOLs), set to revolutionize transportation. Morgan Stanley forecasts the Urban Air Mobility (UAM) market to reach $1 trillion by 2040 and $9 trillion by 2050 (1), with eVTOLs gaining global recognition through test flights and prototype showcases.
The companies proudly announce initiatives to enhance their existing UTM platforms in anticipation of the surge in eVTOL aircraft and drone activities. The shared vision for the UTM platform is to enable safe and efficient flight operations for eVTOLs and drones in the foreseeable future.
Recognizing the evolving needs of the AAM industry, they are dedicated to extending their platform by incorporating crucial additional functions. These enhancements, designed with automation at their core, aim to streamline operational efficiencies and pave the way for the integration of their increasingly automated UTM technology into the design and operational framework of AAMs. Through these efforts, they aim to set new standards in UTM and to facilitate the seamless integration of eVTOLs and drones into the national airspace, bolstering the potential for the AAM industry.
Through this initiative, they aim to build a global UTM infrastructure that kickstarts the AAM industry worldwide, creating a cohesive ecosystem that supports AAM growth and addresses broader challenges of urban mobility, sustainability, and air traffic safety.
Notes to Editor:
Research by Morgan Stanley in a report titled “eVTOL/Urban Air Mobility TAM Update: A Slow Take-Off, But Sky’s the Limit” https://advisor.morganstanley.com/the-busot-group/documents/field/b/bu/busot-group/Electric%20Vehicles.pdf]
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Artificial Intelligence

IBM to Acquire HashiCorp, Inc. Creating a Comprehensive End-to-End Hybrid Cloud Platform

Published

4 hours ago

April 24, 2024

CISION (PR Newswire)

ibm-to-acquire-hashicorp,-inc.-creating-a-comprehensive-end-to-end-hybrid-cloud-platform

$6.4 billion acquisition adds suite of leading hybrid and multi-cloud lifecycle management products to help clients grappling with today’s AI-driven application growth and complexity
HashiCorp’s capabilities to drive significant synergies across multiple strategic growth areas for IBM, including Red Hat, watsonx, data security, IT automation and Consulting
As a part of IBM, HashiCorp is expected to accelerate innovation and enhance its go-to-market, growth and monetization initiatives
Transaction expected to be accretive to Adjusted EBITDA within the first full year, post close, and free cash flow in year two
ARMONK, N.Y. and SAN FRANCISCO, April 24, 2024 /PRNewswire/ — IBM (NYSE: IBM) and HashiCorp Inc. (NASDAQ: HCP), a leading multi-cloud infrastructure automation company, today announced they have entered into a definitive agreement under which IBM will acquire HashiCorp for $35 per share in cash, representing an enterprise value of $6.4 billion. HashiCorp’s suite of products provides enterprises with extensive Infrastructure Lifecycle Management and Security Lifecycle Management capabilities to enable organizations to automate their hybrid and multi-cloud environments. Today’s announcement is a continuation of IBM’s deep focus and investment in hybrid cloud and AI, the two most transformational technologies for clients today.

“Enterprise clients are wrestling with an unprecedented expansion in infrastructure and applications across public and private clouds, as well as on-prem environments. The global excitement surrounding generative AI has exacerbated these challenges and CIOs and developers are up against dramatic complexity in their tech strategies,” said Arvind Krishna, IBM chairman and chief executive officer. “HashiCorp has a proven track record of enabling clients to manage the complexity of today’s infrastructure and application sprawl. Combining IBM’s portfolio and expertise with HashiCorp’s capabilities and talent will create a comprehensive hybrid cloud platform designed for the AI era.”
The rise of cloud-native workloads and associated applications is driving a radical expansion in the number of cloud workloads enterprises are managing. In addition, generative AI deployment continues to grow alongside traditional workloads. As a result, developers are working with increasingly heterogeneous, dynamic, and complex infrastructure strategies. This represents a massive challenge for technology professionals.
HashiCorp’s capabilities enable enterprises to use automation to deliver lifecycle management for infrastructure and security, providing a system of record for the critical workflows needed for hybrid and multi-cloud environments. HashiCorp’s Terraform is the industry standard for infrastructure provisioning in these environments. HashiCorp’s offerings help clients take a cloud-agnostic, and highly interoperable approach to multi-cloud management, and complement IBM’s commitment to industry collaboration (including deep and expanding partnerships with hyperscale cloud service providers), developer communities, and open-source hybrid cloud and AI innovation.
“Our strategy at its core is about enabling companies to innovate in the cloud, while providing a consistent approach to managing cloud at scale. The need for effective management and automation is critical with the rise of multi-cloud and hybrid cloud, which is being accelerated by today’s AI revolution,” said Armon Dadgar, HashiCorp co-founder and chief technology officer. “I’m incredibly excited by today’s news and to be joining IBM to accelerate HashiCorp’s mission and expand access to our products to an even broader set of developers and enterprises.”
“Today is an exciting day for our dedicated teams across the world as well as the developer communities we serve,” said Dave McJannet, HashiCorp chief executive officer. “IBM’s leadership in hybrid cloud along with its rich history of innovation, make it the ideal home for HashiCorp as we enter the next phase of our growth journey. I’m proud of the work we’ve done as a standalone company, I am excited to be able to help our customers further, and I look forward to the future of HashiCorp as part of IBM.”
Transaction Rationale
Strong Strategic Fit – The acquisition of HashiCorp by IBM creates a comprehensive end-to-end hybrid cloud platform built for AI-driven complexity. The combination of each company’s portfolio and talent will deliver clients extensive application, infrastructure and security lifecycle management capabilitiesAccelerates growth in key focus areas – Upon close, HashiCorp is expected to drive significant synergies for IBM, including across multiple strategic growth areas like Red Hat, watsonx, data security, IT automation and Consulting. For example, the powerful combination of Red Hat’s Ansible Automation Platform’s configuration management and Terraform’s automation will simplify provisioning and configuration of applications across hybrid cloud environments. The two companies also anticipate an acceleration of HashiCorp’s growth initiatives by leveraging IBM’s world-class go-to-market strategy, scale, and reach, operating in more than 175 countries across the globeExpands Total Addressable Market (TAM) – The acquisition will create the opportunity to deliver more comprehensive hybrid and multi-cloud offerings to enterprise clients. HashiCorp’s offerings, combined with IBM and Red Hat, will give clients a platform to automate the deployment and orchestration of workloads across evolving infrastructure including hyperscale cloud service providers, private clouds and on-prem environments. This will enhance IBM’s ability to address the total cloud opportunity, which according to IDC had a TAM of $1.1 trillion in 2023, with a compound annual growth rate in the high teens through 2027.1Attractive Financial Opportunity – The transaction will accelerate IBM’s growth profile over time driven by go-to-market and product synergies. This growth combined with operating efficiencies, is expected to achieve substantial near-term margin expansion for the acquired business. It is anticipated that the transaction will be accretive to Adjusted EBITDA within the first full year, post close, and free cash flow in year two.HashiCorp boasts a roster of more than 4,400 clients, including Bloomberg, Comcast, Deutsche Bank, GitHub, J.P Morgan Chase, Starbucks and Vodafone. HashiCorp’s offerings have widescale adoption in the developer community and are used by 85% of the Fortune 500. Their community products across infrastructure and security were downloaded more than 500 million times in HashiCorp’s FY2024 and include:
Terraform – provides organizations with a single workflow to provision their cloud, private datacenter, and SaaS infrastructure and continuously manage infrastructure throughout its lifecycleVault – provides organizations with identity-based security to automatically authenticate and authorize access to secrets and other sensitive dataAdditional products – Boundary for secure remote access; Consul for service-based networking; Nomad for workload orchestration; Packer for building and managing images as code; and Waypoint internal developer platformTransaction Details
Under the terms of the agreement, IBM will acquire HashiCorp for $35 per share in cash, or $6.4 billion enterprise value, net of cash. HashiCorp will be acquired with available cash on hand.
The boards of directors of IBM and HashiCorp have both approved the transaction. The acquisition is subject to approval by HashiCorp shareholders, regulatory approvals and other customary closing conditions.
The Company’s largest shareholders and investors, who collectively hold approximately 43% of the voting power of HashiCorp’s outstanding common stock, entered into a voting agreement with IBM pursuant to which each has agreed to vote all of their common shares in favor of the transaction and against any alternative transactions.
The transaction is expected to close by the end of 2024.
____________________1 The total cloud opportunity is the sum of the cloud-directed spends across Hardware, IT services and SW for Private and Public cloud implementation, sourced from IDC’s Worldwide Black Book Live Edition, March 2024 (V1 2024)
Conference Call Details
IBM’s regular quarterly earnings conference call is scheduled to begin at 5:00 p.m. ET, today. The Webcast may be accessed here. Presentation charts will be available shortly before the Webcast.
About IBM
IBM is a leading provider of global hybrid cloud and AI, and consulting expertise. We help clients in more than 175 countries capitalize on insights from their data, streamline business processes, reduce costs and gain the competitive edge in their industries. Thousands of government and corporate entities in critical infrastructure areas such as financial services, telecommunications and healthcare rely on IBM’s hybrid cloud platform and Red Hat OpenShift to affect their digital transformations quickly, efficiently and securely. IBM’s breakthrough innovations in AI, quantum computing, industry-specific cloud solutions and consulting deliver open and flexible options to our clients. All of this is backed by IBM’s legendary commitment to trust, transparency, responsibility, inclusivity and service. Visit www.ibm.com for more information.
About HashiCorp
HashiCorp is The Infrastructure Cloud™ company, helping organizations automate multi-cloud and hybrid environments with Infrastructure Lifecycle Management and Security Lifecycle Management. HashiCorp offers The Infrastructure Cloud on the HashiCorp Cloud Platform (HCP) for managed cloud services, as well as self-hosted enterprise offerings and community source-available products. The company is headquartered in San Francisco, California. For more information, visit HashiCorp.com.
Press Contacts:
IBM:Tim Davidson, [email protected]
HashiCorp:Matthew Sherman / Jed Repko / Haley Salas / Joycelyn BarnettJoele Frank, Wilkinson Brimmer Katcher212-355-4449

Additional Information and Where to Find It
HashiCorp, Inc. (“HashiCorp”), the members of HashiCorp’s board of directors and certain of HashiCorp’s executive officers are participants in the solicitation of proxies from stockholders in connection with the pending acquisition of HashiCorp (the “Transaction”). HashiCorp plans to file a proxy statement (the “Transaction Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies to approve the Transaction. David McJannet, Armon Dadgar, Susan St. Ledger, Todd Ford, David Henshall, Glenn Solomon and Sigal Zarmi, all of whom are members of HashiCorp’s board of directors, and Navam Welihinda, HashiCorp’s chief financial officer, are participants in HashiCorp’s solicitation. Information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the Transaction Proxy Statement and other relevant documents to be filed with the SEC in connection with the Transaction. Additional information about such participants is available under the captions “Board of Directors and Corporate Governance,” “Executive Officers” and “Security Ownership of Certain Beneficial Owners and Management” in HashiCorp’s definitive proxy statement in connection with its 2023 Annual Meeting of Stockholders (the “2023 Proxy Statement”), which was filed with the SEC on May 17, 2023 (and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1720671/000114036123025250/ny20008192x1_def14a.htm). To the extent that holdings of HashiCorp’s securities have changed since the amounts printed in the 2023 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC (which are available at https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001720671&type=&dateb=&owner=only&count=40&search_text=). Information regarding HashiCorp’s transactions with related persons is set forth under the caption “Related Person Transactions” in the 2023 Proxy Statement. Certain illustrative information regarding the payments to that may be owed, and the circumstances in which they may be owed, to HashiCorp’s named executive officers in a change of control of HashiCorp is set forth under the caption “Executive Compensation—Potential Payments upon Termination or Change in Control” in the 2023 Proxy Statement. With respect to Ms. St. Ledger, certain of such illustrative information is contained in the Current Report on Form 8-K filed with the SEC on June 7, 2023 (and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1720671/000162828023021270/hcp-20230607.htm). Promptly after filing the definitive Transaction Proxy Statement with the SEC, HashiCorp will mail the definitive Transaction Proxy Statement and a WHITE proxy card to each stockholder entitled to vote at the special meeting to consider the Transaction. STOCKHOLDERS ARE URGED TO READ THE TRANSACTION PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT HASHICORP WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, the preliminary and definitive versions of the Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by HashiCorp with the SEC in connection with the Transaction at the SEC’s website (http://www.sec.gov). Copies of HashiCorp’s definitive Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by HashiCorp with the SEC in connection with the Transaction will also be available, free of charge, at HashiCorp’s investor relations website (https://ir.hashicorp.com/), or by emailing HashiCorp’s investor relations department ([email protected]).
Forward-Looking Statements
Certain statements contained in this communication may be characterized as forward-looking under the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially.
Statements in this communication regarding IBM and HashiCorp that are forward-looking may include statements regarding: (i) the Transaction; (ii) the expected timing of the closing of the Transaction; (iii) considerations taken into account in approving and entering into the Transaction; (iv) the anticipated benefits to, or impact of, the Transaction on IBM’s and HashiCorp’s businesses; and (v) expectations for IBM and HashiCorp following the closing of the Transaction. There can be no assurance that the Transaction will be consummated.
Risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements, in addition to those identified above, include: (i) the possibility that the conditions to the closing of the Transaction are not satisfied, including the risk that required approvals from HashiCorp’s stockholders for the Transaction or required regulatory approvals to consummate the Transaction are not obtained, on a timely basis or at all; (ii) the occurrence of any event, change or other circumstance that could give rise to a right to terminate the Transaction, including in circumstances requiring HashiCorp to pay a termination fee; (iii) possible disruption related to the Transaction to IBM’s and HashiCorp’s current plans, operations and business relationships, including through the loss of customers and employees; (iv) the amount of the costs, fees, expenses and other charges incurred by IBM and HashiCorp related to the Transaction; (v) the risk that IBM’s or HashiCorp’s stock price may fluctuate during the pendency of the Transaction and may decline if the Transaction is not completed; (vi) the diversion of IBM and HashiCorp management’s time and attention from ongoing business operations and opportunities; (vii) the response of competitors and other market participants to the Transaction; (viii) potential litigation relating to the Transaction; (ix) uncertainty as to timing of completion of the Transaction and the ability of each party to consummate the Transaction; and (x) other risks and uncertainties detailed in the periodic reports that IBM and HashiCorp filed with the SEC, including IBM’s and HashiCorp’s respective Annual Reports on Form 10-K. All forward-looking statements in this communication are based on information available to IBM and HashiCorp as of the date of this communication, and, except as required by law, IBM and HashiCorp do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.
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Artificial Intelligence

Businessabc.net, part of Ztudium group partners with IEBF to offer GenerativeAI tools for SMEs, Adds Dilip Pungliya to Leadership

Published

6 hours ago

April 24, 2024

CISION (PR Newswire)

LONDON and NEW DELHI, April 24, 2024 /PRNewswire/ — Businessabc.net part of ztudium group partners with Indo-European Business Forum IEBF and signed an MOU to collaborate in building tech AI-powered tools and trade corridors and technological solutions for businesses in India, UK, and Europe.

Businessabc.net is a global business abc AI, digital certification search engine, and directory marketplace that offers a fresh approach to business insights, and analytics and makes it accessible to every company, and employee, empowering knowledge-sharing and strategic insights across every level for businesses worldwide. Businessabc offers a digital hub marketplace to empower SMEs and businesses of all types with B2B, B2C, and AI-powered tools, that give them access to strategies, and insights and connect them with chambers of commerce, trade corridors, digital supply chains, provenance tools, and multi-store e-commerce solutions. The Indo-European Business Forum – IEBF is an independent, impartial organisation promoting two-way flows of trade, and investment in India, the UK, and EU member countries.
Businessabc.net owned by ztudium announces this strategic partnership with the IEBF and announces Dilip Pungliya as a new partner and Board Member to lead these endeavours. In this role, Mr. Pungliya, a tech, business, and data scientist executive will bring his extensive expertise in business strategy and digital transformation to lead key initiatives within the organisation.
The growth of Generative AI among Small and Medium Enterprises (SMEs) worldwide has been steadily gaining momentum, and in India, the UK, and Europe a burgeoning tech ecosystem is growing awareness of the transformative potential of artificial intelligence.
IEBF and Businessabc.net join forces to expand the platform with new indexes powered by Generative AI to enhance efficiency, streamline operations, and give companies a competitive edge in the market. Factors such as the availability of cost-effective AI solutions, the skilled workforce, and a global need to push towards digitalisation have contributed to the adoption of Generative AI technologies. GenAI tools and tech solutions are critical to unlocking new value for businesses and becoming the most important tools for organisations of all sizes. AI revolution through platforms such as businessabc.net semantic and GenAI search, indexes, and chatbots, can solve business problems and offer leaders integrated solutions for their growth.
IEBF has been collaborating with Governments in India, UK, and Europe,. Their contribution includes events in the UK House of Lords, Indian governmental organisations, and research and education initiatives for businesses. Created by Mr. Vijay Goel and Mr. Sunil Kumar Gupta the founders, responsibles for the organisation said about this: “We are excited to work and enhance business solutions between IEBF and Businessabc.net, part of Ztudium group. All businesses need to be aware, educated, and prepared for this new AI and digital growth tools world. Data from India’s Ministry of Electronics and Information Technology (MeitY) reports that GenAI is expected to add USD 450–500 billion to India’s GDP by 2025 – 10% of the country’s USD 5 trillion GDP target. We expect to work together to empower businesses in India, the UK, and Europe joining forces with Businessabc.net to organise strategic trade corridors, events, and Indexes.”
Dinis Guarda, Founder of Ztudium / Businessabc.net, a business top thought leader, author, and Youtuber said about the partnership: “We are thrilled to work with IEBF to expand the businessabc.net solutions to India, UK, and Europe businesses and welcome Dilip Punglyia to support, lead this partnership and Ztudium group. Together we will offer cutting-edge simple tools that use genAI in business and finance. In the financial sector alone GenAI is expected to increase global gross domestic product (GDP) by 7%—nearly $7 trillion—and boost productivity growth by 1.5%, according to Goldman Sachs Research.”
Dilip Pungliya, a seasoned tech, digital, and business strategy leader with more than twenty five years of experience creating data-driven solutions will be at the forefront of this partnership. Mr. Dilip Pungliya said about this: “I’m thrilled to join businessabc.net and Ztudium leadership team and contribute to the growth of the partnership with the IEBF and its holistic company’s mission of driving innovation and digital transformation through cutting-edge technologies like AI, fintech, Web 3.0, Metaverse, and Blockchain. This partnership will allow us to create a digital ID, new AI data-driven generative tools, and scale growth for businesses in India, UK, and Europe, and Dilip’s wealth of experience and strategic vision will be invaluable as we continue to drive innovation and empower businesses with transformative technologies.”
About the Indo-European Business Forum
IEBF is an independent, impartial body actively promoting two-way flows of trade, and investment in India and EU member countries. Indo European Business Forum is an open forum comprising like-minded people who believe that “India can offer strong and sustained business opportunities for European Union countries”. IEBF is patronised by leading personalities from both India and the EU having excellence in the fields of business, finance, real estate, and art, to name a few. Our advisory board consists of people who are determined to create a progressive world.
About the Businessabc.net,
Founded in August 2011 by Dinis Guarda, who was joined by Sonesh Sira as board and partner some years after businessabc.net part of Ztudium group has been creating Digital Transformation, and AI tools and being recognised as one of the top global thought leaders organisations by organisations like Thinkers360.com. The company has been working and advising Fortune 500 companies and governments and offers technology products and platforms. Some of its offers are citiesabc.com, fashionsabc.com, sportsabc.org. It also manages a media division with intelligenthq.com, tradersdna.com, hedgethink.com, and services that integrate a wide range of 4IR, AI, 3D, web 3.0, and blockchain technologies solutions such as Metaverseabc. tech, MStores.shopping, iDNA.technology, and AI.DNA. The platform unveiled recently its Top 10,000 Public Companies Market Cap Index, which lists tech giants like Apple, Microsoft, Google, Alphabet, Nvidia, and Meta, and LVMH, IBM, and JPMorgan Chase & Co., from other industries at the top.
About Ztudium: The maker of 4IR, AI, Web 3.0, and Smart Cities technologies
Ztudium is a UK-based global maker of leading proprietary intellectual property and technologies that integrate Fourth Industrial Revolution (4IR) technologies. The company creates technology products, platforms, media, and services that integrate fintech, smart cities, Web 3.0, AI, Metaverse, and Blockchain. Ztudium collaborates with multiple governments, organisations, educational institutions, and business networks worldwide.
For media inquiries, please contact:
Media Contact Name: Manan KothariEmail Address: [email protected] Number: +44 7833881659
Company Name: Businessabc / ZtudiumCompany Address: 85, Great portland street, London W1W7LTWebsite URL: www.businessabc.net, www.ztudium.com

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