Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 28, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-40420 | |
Entity Registrant Name | VIMEO, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-4334195 | |
Entity Address, Address Line One | 330 West 34th Street | |
Entity Address, Address Line Two | 5th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10001 | |
City Area Code | 212 | |
Local Phone Number | 524-8791 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | VMEO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Central Index Key | 0001837686 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 157,045,161 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 9,399,250 |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash and cash equivalents | $ 272,870 | $ 321,900 |
Accounts receivable, net | 31,338 | 29,451 |
Prepaid expenses and other current assets | 17,765 | 18,811 |
Total current assets | 321,973 | 370,162 |
Leasehold improvements and equipment, net | 1,371 | 2,868 |
Goodwill | 245,406 | 242,586 |
Intangible assets with definite lives, net | 6,702 | 11,008 |
Other non-current assets | 28,874 | 22,737 |
TOTAL ASSETS | 604,326 | 649,361 |
LIABILITIES: | ||
Accounts payable, trade | 5,675 | 17,501 |
Deferred revenue | 169,369 | 173,167 |
Accrued expenses and other current liabilities | 63,398 | 67,385 |
Total current liabilities | 238,442 | 258,053 |
Other long-term liabilities | 19,045 | 20,713 |
Commitments and contingencies | ||
SHAREHOLDERS' EQUITY: | ||
Preferred stock, value | 0 | 0 |
Additional paid-in-capital | 756,631 | 704,796 |
Accumulated deficit | (410,252) | (335,776) |
Accumulated other comprehensive loss | (1,204) | (86) |
Total shareholders' equity | 346,839 | 370,595 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 604,326 | 649,361 |
Common Stock | ||
SHAREHOLDERS' EQUITY: | ||
Common stock, value | 1,570 | 1,567 |
Class B common stock | ||
SHAREHOLDERS' EQUITY: | ||
Common stock, value | $ 94 | $ 94 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Preferred stock authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock issued (in shares) | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 |
Common Stock | ||
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Common stock authorized (in shares) | 1,600,000,000 | 1,600,000,000 |
Common stock issued (in shares) | 157,024,000 | 156,708,000 |
Common stock outstanding (in shares) | 157,024,000 | 156,708,000 |
Class B common stock | ||
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Common stock authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock issued (in shares) | 9,399,000 | 9,399,000 |
Common stock outstanding (in shares) | 9,399,000 | 9,399,000 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | $ 108,133 | $ 100,090 | $ 327,464 | $ 285,558 |
Cost of revenue (exclusive of depreciation shown separately below) | 25,247 | 25,189 | 78,881 | 75,916 |
Gross profit | 82,886 | 74,901 | 248,583 | 209,642 |
Operating expenses: | ||||
Research and development expense | 34,378 | 26,683 | 104,524 | 75,221 |
Sales and marketing expense | 43,554 | 37,790 | 129,790 | 110,107 |
General and administrative expense | 26,461 | 20,590 | 84,783 | 56,616 |
Depreciation | 141 | 297 | 2,054 | 597 |
Amortization of intangibles | 1,234 | 1,055 | 3,866 | 4,526 |
Total operating expenses | 105,768 | 86,415 | 325,017 | 247,067 |
Operating loss | (22,882) | (11,514) | (76,434) | (37,425) |
Interest expense | (124) | (124) | (367) | (310) |
Interest expense–related party | 0 | 0 | 0 | (726) |
Other income (expense), net | 2,199 | (64) | 3,712 | 10,165 |
Loss before income taxes | (20,807) | (11,702) | (73,089) | (28,296) |
Income tax (provision) benefit | (609) | 37 | (1,387) | (448) |
Net loss | $ (21,416) | $ (11,665) | $ (74,476) | $ (28,744) |
Per share information: | ||||
Basic loss per share (USD per share) | $ (0.13) | $ (0.07) | $ (0.46) | $ (0.18) |
Diluted loss per share (USD per share) | $ (0.13) | $ (0.07) | $ (0.46) | $ (0.18) |
Stock-based compensation expense by function: | ||||
Compensation expense | $ 19,394 | $ 10,934 | $ 52,259 | $ 30,541 |
Cost of revenue | ||||
Stock-based compensation expense by function: | ||||
Compensation expense | 297 | 159 | 698 | 348 |
Research and development expense | ||||
Stock-based compensation expense by function: | ||||
Compensation expense | 7,908 | 3,872 | 19,329 | 11,340 |
Sales and marketing expense | ||||
Stock-based compensation expense by function: | ||||
Compensation expense | 2,977 | 1,183 | 6,352 | 3,003 |
General and administrative expense | ||||
Stock-based compensation expense by function: | ||||
Compensation expense | $ 8,212 | $ 5,720 | $ 25,880 | $ 15,850 |
CONSOLIDATED STATEMENT OF COMPR
CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (21,416) | $ (11,665) | $ (74,476) | $ (28,744) |
Other comprehensive (loss) income: | ||||
Change in foreign currency translation | (566) | 29 | (1,118) | 30 |
Total other comprehensive (loss) income | (566) | 29 | (1,118) | 30 |
Comprehensive loss | $ (21,982) | $ (11,636) | $ (75,594) | $ (28,714) |
CONSOLIDATED STATEMENT OF SHARE
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock Common Stock | Common Stock Class B common stock | Common Stock Vimeo OpCo Class A Voting stock | Common Stock Vimeo OpCo Class B Non-Voting stock | Additional Paid-in-Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Balance at beginning of period at Dec. 31, 2020 | $ 85,080 | $ 0 | $ 0 | $ 837 | $ 663 | $ 366,676 | $ (283,009) | $ (87) |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 0 | 0 | 83,656 | 66,285 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (28,744) | (28,744) | ||||||
Other comprehensive (loss) income | 30 | 30 | ||||||
Stock-based compensation expense | 30,541 | 30,541 | ||||||
Amounts related to settlement of equity awards | (7,847) | $ 9 | $ 1 | (7,857) | ||||
Amounts related to settlement of equity awards (in shares) | 995 | 133 | ||||||
Issuance of common stock, net of fees | 299,750 | $ 90 | 299,660 | |||||
Issuance of common stock, net of fees (in shares) | 9,000 | |||||||
Exchange of shares related to Spin-off | 0 | $ 1,500 | $ 94 | $ (928) | $ (663) | (3) | ||
Exchange of shares related to Spin-off (in shares) | 149,981 | 9,399 | (92,789) | (66,285) | ||||
Restricted Stock Award | 0 | $ 49 | (49) | |||||
Restricted Stock Award (in shares) | 4,871 | |||||||
Other | 515 | 515 | ||||||
Balance at end of period at Sep. 30, 2021 | 379,325 | $ 1,558 | $ 94 | $ 0 | $ 0 | 689,483 | (311,753) | (57) |
Balance at end of period (in shares) at Sep. 30, 2021 | 155,847 | 9,399 | 0 | 0 | ||||
Balance at beginning of period at Jun. 30, 2021 | 379,138 | $ 1,551 | $ 94 | $ 0 | $ 0 | 677,667 | (300,088) | (86) |
Balance at beginning of period (in shares) at Jun. 30, 2021 | 155,065 | 9,399 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (11,665) | (11,665) | ||||||
Other comprehensive (loss) income | 29 | 29 | ||||||
Stock-based compensation expense | 10,934 | 10,934 | ||||||
Amounts related to settlement of equity awards | 889 | $ 7 | 882 | |||||
Amounts related to settlement of equity awards (in shares) | 782 | |||||||
Balance at end of period at Sep. 30, 2021 | 379,325 | $ 1,558 | $ 94 | $ 0 | $ 0 | 689,483 | (311,753) | (57) |
Balance at end of period (in shares) at Sep. 30, 2021 | 155,847 | 9,399 | 0 | 0 | ||||
Balance at beginning of period at Dec. 31, 2021 | 370,595 | $ 1,567 | $ 94 | 704,796 | (335,776) | (86) | ||
Balance at beginning of period (in shares) at Dec. 31, 2021 | 156,708 | 9,399 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (74,476) | (74,476) | ||||||
Other comprehensive (loss) income | (1,118) | (1,118) | ||||||
Stock-based compensation expense | 52,259 | 52,259 | ||||||
Amounts related to settlement of equity awards | (421) | $ 3 | (424) | |||||
Amounts related to settlement of equity awards (in shares) | 316 | |||||||
Balance at end of period at Sep. 30, 2022 | 346,839 | $ 1,570 | $ 94 | 756,631 | (410,252) | (1,204) | ||
Balance at end of period (in shares) at Sep. 30, 2022 | 157,024 | 9,399 | ||||||
Balance at beginning of period at Jun. 30, 2022 | 349,429 | $ 1,570 | $ 94 | 737,239 | (388,836) | (638) | ||
Balance at beginning of period (in shares) at Jun. 30, 2022 | 156,977 | 9,399 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (21,416) | (21,416) | ||||||
Other comprehensive (loss) income | (566) | (566) | ||||||
Stock-based compensation expense | 19,394 | 19,394 | ||||||
Amounts related to settlement of equity awards | (2) | (2) | ||||||
Amounts related to settlement of equity awards (in shares) | 47 | |||||||
Balance at end of period at Sep. 30, 2022 | $ 346,839 | $ 1,570 | $ 94 | $ 756,631 | $ (410,252) | $ (1,204) | ||
Balance at end of period (in shares) at Sep. 30, 2022 | 157,024 | 9,399 |
CONSOLIDATED STATEMENT OF SHA_2
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) (Parenthetical) | Sep. 30, 2021 $ / shares |
Common Stock | |
Common stock, par value (USD per share) | $ 0.01 |
Class B common stock | |
Common stock, par value (USD per share) | 0.01 |
Class A Voting common stock of Vimeo OpCo | |
Common stock, par value (USD per share) | 0.01 |
Class B Non-Voting common stock of Vimeo OpCo | |
Common stock, par value (USD per share) | $ 0.01 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (74,476) | $ (28,744) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Stock-based compensation expense | 52,259 | 30,541 |
Amortization of intangibles | 3,866 | 4,526 |
Depreciation | 2,054 | 597 |
Provision for credit losses | 7,750 | 502 |
Gain on the sale of an asset | 0 | (10,151) |
Non-cash lease expense | 4,164 | 2,096 |
Other adjustments, net | (719) | 442 |
Changes in assets and liabilities: | ||
Accounts receivable | (11,916) | (6,690) |
Prepaid expenses and other assets | (1,556) | (7,412) |
Accounts payable and other liabilities | (18,697) | 8,383 |
Deferred revenue | (1,485) | 33,500 |
Net cash (used in) provided by operating activities | (38,756) | 27,590 |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | 21 | 0 |
Capital expenditures | (670) | (302) |
Proceeds from the sale of an asset | 1,611 | 7,862 |
Net cash provided by investing activities | 962 | 7,560 |
Cash flows from financing activities: | ||
Proceeds from sale of common stock, net of fees | 0 | 299,750 |
Principal payments on related-party debt | 0 | (94,565) |
Deferred financing costs | 0 | (1,440) |
Withholding taxes paid related to equity awards | (5,160) | (8,942) |
Proceeds from exercise of stock options | 18 | 906 |
Contingent consideration payment | (4,816) | 0 |
Other | (621) | 0 |
Net cash (used in) provided by financing activities | (10,579) | 195,709 |
Total cash (used) provided | (48,373) | 230,859 |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (765) | (46) |
Net (decrease) increase in cash and cash equivalents and restricted cash | (49,138) | 230,813 |
Cash and cash equivalents and restricted cash at beginning of period | 322,345 | 110,037 |
Cash and cash equivalents and restricted cash at end of period | $ 273,207 | $ 340,850 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | ORGANIZATION AND BASIS OF PRESENTATION Description of Business Vimeo is the world’s leading all-in-one video software solution, providing the full breadth of video tools through a software-as-a-service model. Vimeo’s comprehensive and cloud-based tools empower its users to create, collaborate and communicate with video on a single, turnkey platform. As used herein, "Vimeo," "we," "our" or "us" and similar terms in these consolidated financial statements refer to Vimeo, Inc. (formerly Vimeo Holdings, Inc.) and its subsidiaries (unless the context requires otherwise). Spin-off On May 25, 2021, Vimeo completed its separation from IAC/InterActiveCorp ("IAC") through a series of transactions (which we refer to as the “Spin-off”) that resulted in the pre-transaction stockholders of IAC directly owning shares in both IAC and Vimeo, and in Vimeo becoming a separately traded public company. The Spin-off was structured to include the following steps: • Certain restructuring transactions, including, among other things, the transfer to Vimeo of IAC’s equity interests in Vimeo.com, Inc. ("Vimeo OpCo," formerly known as Vimeo, Inc.), and the repayment by Vimeo OpCo of all outstanding intercompany debt owed to IAC and its subsidiaries (other than Vimeo OpCo’s subsidiaries). • Amending IAC’s certificate of incorporation to provide for: ◦ the reclassification of each share of IAC common stock, par value $0.001 into (i) one share of IAC common stock, par value $0.0001 and (ii) 1/100th of a share of IAC Series 1 mandatorily exchangeable preferred stock that was automatically exchanged for a number of shares of Vimeo common stock equal to an exchange ratio of 1.6235 (the "Spin-off Exchange Ratio," with holders receiving cash in lieu of any fractional shares of Vimeo common stock resulting, after aggregation, from the reclassification); and ◦ the reclassification of each share of IAC Class B common stock, par value $0.001 into (i) one share of IAC Class B common stock, par value $0.0001 and (ii) 1/100th of a share of IAC Series 2 mandatorily exchangeable preferred stock that was automatically exchanged for a number of shares of Vimeo Class B common stock equal to the Spin-off Exchange Ratio (with holders receiving cash in lieu of any fractional shares of Vimeo Class B common stock resulting, after aggregation, from the reclassification). • The effectiveness of certain other amendments to IAC's certificate of incorporation. Prior to the Spin-off, IAC indirectly owned approximately 88% of Vimeo OpCo's outstanding shares, with the remaining Vimeo OpCo shares held by third parties. In connection with the Spin-off, the Vimeo OpCo shareholders agreement required IAC to cause the conversion of the Vimeo OpCo shares held by such non-IAC Vimeo OpCo stockholders into Vimeo common stock, which we refer to as the “Vimeo minority exchange.” The shareholders agreement also required that the non-IAC Vimeo OpCo stockholders be compensated (in the form of additional Vimeo equity) for dilution resulting from the issuance of Vimeo options in respect of vested IAC employee option awards that were adjusted in the Spin-off. Each such Vimeo OpCo shareholder was compensated for their ratable portion of 50% of the intrinsic value of the Vimeo options so issued, measured at the time of the Spin-off. The Vimeo Merger, as defined below, was completed pre-market on May 25, 2021 and satisfied these obligations. On the terms and subject to the conditions of the Agreement and Plan of Merger, as amended and restated on March 12, 2021 (the “Vimeo Merger Agreement”), following the Spin-off on May 25, 2021, Stream Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Vimeo (“Merger Sub”) merged with and into Vimeo OpCo, with Vimeo OpCo surviving as a wholly-owned subsidiary of Vimeo (the “Vimeo Merger”). Each share of Vimeo OpCo capital stock held prior to the Vimeo Merger by a non-IAC Vimeo OpCo stockholder was converted into 1.0143 ("Vimeo Merger Exchange Ratio") shares of Vimeo common stock (with holders receiving cash in lieu of any fractional shares of Vimeo common stock resulting, after aggregation, from the Vimeo Merger). Additionally, each restricted stock unit ("RSU") corresponding to shares of Vimeo OpCo ("Vimeo OpCo RSU") was converted into an RSU corresponding to shares of Vimeo common stock (“Vimeo RSU”), with the number of shares covered by such Vimeo RSU equal to the number of shares covered by the Vimeo OpCo RSU times the Vimeo Merger Exchange Ratio. Each stock appreciation right ("SAR") corresponding to shares of Vimeo OpCo (“Vimeo OpCo SAR”) was converted into a SAR corresponding to shares of Vimeo common stock (“Vimeo SAR”), with the number of shares covered by such Vimeo SAR equal to the number of shares covered by the Vimeo OpCo SAR times the Vimeo Merger Exchange Ratio and the per share exercise price of such Vimeo SAR equal to the per share exercise price of the Vimeo OpCo SAR divided by the Vimeo Merger Exchange Ratio. Basis of Presentation and Consolidation The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and notes required by GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited interim consolidated financial statements include all adjustments considered necessary for a fair presentation. Interim results are not necessarily indicative of the results that may be expected for the full year. The information included in this Form 10-Q should be read in conjunction with the annual audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 . All intercompany transactions and balances between and among Vimeo and its subsidiaries have been eliminated. All related party transactions between Vimeo and IAC and its subsidiaries, other than amounts related to the settlement of Vimeo equity awards and borrowings from and principal payments to certain IAC subsidiaries, are reflected in the accompanying consolidated statement of cash flows as operating activities. Amounts related to the settlement of Vimeo equity awards and borrowings from and principal payments to certain IAC subsidiaries, are reflected in the accompanying consolidated statement of cash flows as financing activities. All related party balances between Vimeo and IAC and its subsidiaries, other than borrowings from and principal payments to certain IAC subsidiaries, are reflected in the accompanying consolidated balance sheet within "Accrued expenses and other current liabilities" and "Other long-term liabilities". Prior to the Spin-off, the consolidated financial statements of Vimeo OpCo and subsidiaries were prepared on a standalone basis and were derived from the historical accounting records of Vimeo OpCo and IAC. The accompanying consolidated financial statements reflect the historical financial position, results of operations and cash flows of Vimeo and its subsidiaries since their respective dates of acquisition by Vimeo and the allocation to Vimeo of certain IAC corporate expenses relating to Vimeo based on the historical accounting records of IAC. The allocation of certain IAC corporate expenses is reflected in the accompanying consolidated balance sheet within "Additional paid-in-capital." Additionally, income taxes were computed for Vimeo on an as if standalone, separate tax return basis and payments to and refunds from IAC for Vimeo’s share of IAC’s consolidated state tax return liabilities have been reflected within cash flows from operating activities in the accompanying consolidated statement of cash flows. In management’s opinion, the assumptions underlying the historical consolidated financial statements of Vimeo, including the basis on which the expenses have been allocated from IAC, are reasonable. However, these allocations may not reflect the expenses that Vimeo would have incurred as an independent, standalone company for the periods presented. Accounting Estimates Management of Vimeo is required to make certain estimates, judgments and assumptions during the preparation of its consolidated financial statements in accordance with GAAP that affect the amounts reported in the accompanying consolidated financial statements and footnotes thereto. Actual results could differ from these estimates. Significant estimates and judgments inherent in the preparation of the accompanying consolidated financial statements include those related to: the carrying value of accounts receivable, including the determination of the allowance for credit losses; the determination of the estimated customer relationship period for certain costs to obtain a contract with a customer; the carrying value of right-of-use assets ("ROU assets"); the useful lives and recoverability of intangible assets with definite lives; the recoverability of goodwill; contingencies; unrecognized tax benefits; the valuation allowance for deferred income tax assets; and the fair value of and forfeiture rates for stock-based awards, among others. Vimeo bases its estimates, judgments and assumptions on historical experience, its forecasts and budgets and other factors that Vimeo considers relevant. Recent Accounting Pronouncements There are no recently issued accounting pronouncements that have not yet been adopted that are expected to have a material effect on the consolidated results of operations, financial condition or cash flows of Vimeo. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Revenue Recognition Vimeo's revenue is derived primarily from SaaS subscription fees paid by customers for self-serve and sales-assisted subscription plans. Revenue, in the amount that reflects the consideration Vimeo expects to be entitled to, is recognized on a straight-line basis over the contractual term of the arrangement beginning on the date that the service is made available to the customer. Subscription periods generally range from one month to three years with the most common being an annual subscription and are generally non-cancellable. Deferred Revenue Deferred revenue consists of payments that are received or are contractually due in advance of Vimeo's performance. Vimeo’s deferred revenue is reported on a contract-by-contract basis at the end of each reporting period. Vimeo classifies deferred revenue as current when the term of the applicable subscription period or expected completion of its performance obligation is one year or less. During the nine months ended September 30, 2022, Vimeo recognized $166.0 million of revenue that was included in the deferred revenue balance at December 31, 2021. During the nine months ended September 30, 2021, Vimeo recognized $130.8 million of revenue that was included in the deferred revenue balance at December 31, 2020. The current and non-current deferred revenue balances are included in the accompanying consolidated balance sheet as follows: September 30, December 31, (In thousands) Deferred revenue $ 169,369 $ 173,167 Other long-term liabilities 1,363 1,291 Practical Expedients and Exemptions As permitted under the practical expedient available under Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers, Vimeo does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which Vimeo recognizes revenue at the amount which Vimeo has the right to invoice for services performed. Assets Recognized from the Costs to Obtain a Contract with a Customer Vimeo has determined certain costs, primarily commissions paid to employees pursuant to certain sales incentive programs, and mobile app store fees, meet the requirements to be capitalized as a cost of obtaining a contract. Commissions paid to employees pursuant to certain sales incentive programs are amortized over the estimated customer relationship period. Vimeo calculates the estimated customer relationship period as the average customer life, which is based on historical data. When customer renewals are expected and the renewal commission is not commensurate with the initial commission, the average customer life includes renewal periods. For sales incentive programs where the customer relationship period is one year or less, Vimeo has elected the practical expedient to expense the costs as incurred. Vimeo capitalizes and amortizes mobile app store fees over the term of the applicable subscription. The current and non-current balances of capitalized costs to obtain a contract with a customer are included in the accompanying consolidated balance sheet as follows: September 30, December 31, (In thousands) Prepaid expenses and other current assets $ 3,674 $ 3,498 Other non-current assets 7,002 6,196 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Vimeo was included withi n IAC’s tax gro up for purposes of federal and consolidated state income tax return filings through the Spin-off. For 2021, the income tax provision was computed for Vimeo on an as-if-standalone separate tax return basis. Payments to and refunds fro m IAC for Vimeo's share of IAC’s consoli dated state tax return liabilities, calculated on this basis, have been reflected within cash flows from operating activities in the accompanying consolidated statement of cash flows. For 2022, the income tax provision is computed for Vimeo on a true standalone basis. At the end of each interim period, Vimeo estimates the annual expected effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss with discrete items recorded in the period. The estimates used to compute the provision or benefit for income taxes may change as new events occur, additional information is obtained, or Vimeo's tax environment changes. For the three months ended September 30, 2022 and 2021, Vimeo recorded an income tax provision of $0.6 million and an income tax benefit of less than $0.1 million, respectively. For the nine months ended September 30, 2022 and 2021, Vimeo recorded an income tax provision of $1.4 million and $0.4 million, respectively. Vimeo is in a net operating loss ("NOL") position for federal and state income tax purposes. The largest deferred tax assets are NOLs. Vimeo has recorded a valuation allowance for the majority of its net deferred tax assets because it has concluded that it is more likely than not that the NOLs will not be utilized due to its history of pre-tax losses. At September 30, 2022 and December 31, 2021, unrecognized tax benefits were $3.2 million and $2.5 million, respectively. If unrecognized tax benefits at September 30, 2022 are subsequently recognized, there would be no impact to income tax provision due to the valuation allowance on deferred tax assets . Vimeo believes no unrecognized tax benefits would decrease by September 30, 2023. Vimeo recognizes interest and penalties related to unrecognized tax benefits, if applicable, in income tax provision. There are currently no accruals for interest or penalties. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Vimeo's financial instruments that are measured at fair value on a recurring basis are as follows: September 30, 2022 Quoted Market Significant Significant Total (In thousands) Assets: Cash equivalents: Money market funds $ 252,079 $ — $ — $ 252,079 Time deposits — 615 — 615 Total $ 252,079 $ 615 $ — $ 252,694 Liabilities: Contingent consideration arrangements $ — $ — $ 8,307 $ 8,307 December 31, 2021 Quoted Market Significant Significant Total (In thousands) Assets: Cash equivalents: Money market funds $ 305,836 $ — $ — $ 305,836 Liabilities: Contingent consideration arrangements $ — $ — $ 12,200 $ 12,200 Vimeo's non-financial assets, such as goodwill, intangible assets with definite lives, ROU assets and leasehold improvements and equipment, are adjusted to fair value only if an impairment is recognized. Such fair value measurements are based predominantly on Level 3 inputs. The changes in the Company's financial instruments that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) are as follows: Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 (In thousands) Balance at beginning of period $ 13,108 $ 12,200 Total net losses (gains): Included in operating loss 15 (654) Measurement period adjustments — 1,577 Settlements (4,816) (4,816) Balance at end of period $ 8,307 $ 8,307 Contingent Consideration Arrangements At September 30, 2022, the Company had two outstanding contingent consideration arrangements related to the acquisitions of Wibbitz Ltd. (“Wibbitz”) and WIREWAX Ltd. (“Wirewax”), which were completed on November 10, 2021 and December 6, 2021, respectively. The maximum contingent payments related to these arrangements are $15.0 million for Wibbitz and $10.0 million for Wirewax. The acquisition date fair values of the Wibbitz and Wirewax contingent consideration arrangements were $5.6 million and $8.2 million, respectively, and were finalized when the Company recorded measurement period adjustments to increase the provisional amounts recorded by approximately $1.6 million in the first quarter of 2022. These changes were recorded as an increase to "Goodwill" in the accompanying consolidated balance sheet. The allocation of the purchase price for these acquisitions was completed in the second quarter of 2022. The fair value of each of the contingent consideration arrangements was determined by using probability weighted analyses to estimate the contingent payments, adjusted to fair value by applying a discount rate. The Company remeasures the fair value of each contingent consideration arrangement each reporting period and any adjustments are recognized in "General and administrative expense" in the consolidated statement of operations. The contingent consideration arrangement for Wibbitz is dependent upon the amount of revenue generated by Wibbitz subscribers who migrate to the Vimeo platform by December 31, 2022. During the three and nine months ended September 30, 2022, the fair value of the contingent consideration liability was reduced by approximately $0.3 million and $1.9 million, respectively, due primarily to a decrease in forecasted Wibbitz revenue during the earnout period. The contingent consideration arrangement for Wirewax is based upon achievement of an integration milestone and attainment of certain revenue thresholds within two years of the acquisition. The integration milestone was met during the quarter ended September 30, 2022, resulting in a payment of $4.8 million in July 2022, which is consistent with the fair value estimated as of the acquisition date. Additionally during the three and nine months ended September 30, 2022, the fair value of the contingent consideration arrangement based on the attainment of certain revenue thresholds was increased by $0.3 million and $1.2 million, respectively, due primarily to the expected attainment of certain revenue thresholds earlier than previously estimated. |
REVOLVING CREDIT FACILITY
REVOLVING CREDIT FACILITY | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
REVOLVING CREDIT FACILITY | REVOLVING CREDIT FACILITYOn February 12, 2021, Vimeo OpCo entered into a $100 million revolving credit facility (the "Credit Facility"), which expires on February 12, 2026. Any borrowings under the Credit Facility are guaranteed by Vimeo's wholly-owned material domestic subsidiaries, if any, and are secured by substantially all assets of Vimeo and any guarantors, subject to certain exceptions. At September 30, 2022, the commitment fee, which is based on the consolidated net leverage ratio most recently reported and the average daily amount of the available revolving commitments, was 20 basis points. Any borrowings under the Credit Facility would bear interest, plus an applicable margin, which is determined by reference to a pricing grid based on Vimeo’s consolidated net leverage ratio. The financial covenants require Vimeo to maintain a minimum liquidity of not less than $50.0 million until December 31, 2022 and, thereafter, at the end of each quarterly test period, a consolidated net leverage ratio (as defined in the agreement) of not more than 5.5 to 1.0. The Credit Facility also contains customary affirmative and negative covenants, including covenants that would limit Vimeo’s ability to pay dividends or make distributions on or repurchase certain equity interests in the event a default has occurred or Vimeo’s consolidated net leverage ratio exceeds 4.0 to 1.0. At September 30, 2022, there were no outstanding borrowings under the Credit Facility. In December 2021, Vimeo agreed to cease any borrowings under certain non-USD currencies due to the applicable LIBOR benchmark rates no longer being available publicly from and after December 31, 2021 and until an amendment is made to the Credit Facility to replace LIBOR with an alternative benchmark. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY | SHAREHOLDERS' EQUITY Description of Vimeo Common Stock and Vimeo Class B Common Stock Except as described herein, shares of Vimeo common stock and Vimeo Class B common stock are identical. In general, the holders of Vimeo common stock vote together as a single class with the holders of Vimeo Class B common stock on all matters, including the election of directors; provided, however, that the holders of Vimeo common stock, acting as a single class, are entitled to elect twenty-five percent (25%) of the total number of Vimeo directors, rounded up to the next whole number in the event of a fraction. Each outstanding share of Vimeo common stock and Vimeo Class B common stock entitles the holder to one vote per share and ten votes per share, respectively. The holders of shares of Vimeo common stock and the holders of shares of Vimeo Class B common stock are entitled to receive, share for share, such dividends as may be declared by Vimeo's Board of Directors out of funds legally available for the payment of dividends. In the event of a liquidation, dissolution, distribution of assets or winding-up of Vimeo, the holders of shares of Vimeo common stock and Vimeo Class B common stock are entitled to receive, share for share, all the assets available for distribution after payment of a proper amount to the holders of any series of Vimeo preferred stock, including any series that may be issued in the future. Upon completion of the Spin-off, Vimeo amended and restated its certificate of incorporation such that it is authorized to issue 1,600,000,000 shares of Vimeo common stock and 400,000,000 shares of Vimeo Class B common stock. Description of Preferred Stock Vimeo's Board of Directors is authorized to provide for the issuance of shares of preferred stock, and any class or series thereof, and to assign the designations, powers, preferences and rights to each such class or series and any qualifications, limitations or restrictions. There have been no preferred stock issuances to date. Sale of Common Stock In January 2021, Vimeo OpCo raised $300 million of equity capital via the sale of 6.2 million shares of its Class A Voting common stock for $200 million, or $32.41 per share, at a $5.2 billion pre-money valuation, and 2.8 million shares of its Class A Voting common stock for $100 million, or $35.35 per share, at a $5.7 billion pre-money valuation. Stock Repurchase Program On February 25, 2022, the Board of Directors authorized a stock repurchase program of up to $50 million of the Company’s common stock through open market or private transactions. Under the stock repurchase authorization, Vimeo may repurchase shares of its common stock at any time or from time to time, without prior notice, subject to market conditions and other considerations, as determined by management. Vimeo's repurchases may be made through 10b5-1 plans, open market purchases, privately negotiated transactions, block purchases or other transactions. No date has been established for the completion of the stock repurchase program. Vimeo intends to fund repurchases under the repurchase program from cash on hand. Vimeo has no obligation to repurchase any shares under the repurchase program and may suspend or discontinue it at any time. There were no shares repurchased during the nine months ended September 30, 2022. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss consisting of foreign currency translation adjustments is as follows: Three Months Ended September 30, 2022 2021 (In thousands) Balance at beginning of period $ (638) $ (86) Other comprehensive (loss) income (566) 29 Balance at end of period $ (1,204) $ (57) Nine Months Ended September 30, 2022 2021 (In thousands) Balance at beginning of period $ (86) $ (87) Other comprehensive (loss) income (1,118) 30 Balance at end of period $ (1,204) $ (57) At both September 30, 2022 and 2021, there was no tax benefit or provision on accumulated other comprehensive loss. |
LOSS PER SHARE
LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | LOSS PER SHARE Vimeo common stock and Class B common stock are treated as one class of common stock for earnings per share ("EPS") purposes as both classes of common stock participate in earnings, dividends and other distributions on the same basis. In 2021, Vimeo entered into a Restricted Stock Agreement with Joseph Levin, Chairman of the Vimeo Board of Directors, which provided for a grant of 4,870,500 shares of common stock ("Vimeo Restricted Shares"). The Vimeo Restricted Shares are participating securities because these shares are unvested and have a non-forfeitable dividend right in the event the Company declares a cash dividend to common shareholders and participates in all other distributions of the Company in the same manner as all other Vimeo common shareholders. No allocation of undistributed losses has been made as the Vimeo Restricted Shares do not participate in losses of the Company. The computation of basic and diluted loss per share attributable to common shareholders is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands, except per share data) Numerator: Net loss $ (21,416) $ (11,665) $ (74,476) $ (28,744) Denominator: (a) (b) Denominator for loss per share—weighted average shares 161,529 160,064 161,433 159,624 Loss per share attributable to common stock shareholders: Loss per share $ (0.13) $ (0.07) $ (0.46) $ (0.18) _____________________ (a) Vimeo Restricted Shares were included in shares of common stock issued and outstanding at September 30, 2022 in the accompanying consolidated balance sheet, but were excluded from the computation of shares outstanding for EPS purposes because the number of shares that ultimately vest is subject to the satisfaction of certain service and market-based conditions. (b) For both the three and nine months ended September 30, 2022, and three and nine months ended September 30, 2021 , approximately 35.1 million and 25.7 million, respectively, potentially dilutive equity awards were excluded from the computation of diluted EPS because the impact would have been anti-dilutive. |
FINANCIAL STATEMENT DETAILS
FINANCIAL STATEMENT DETAILS | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
FINANCIAL STATEMENT DETAILS | FINANCIAL STATEMENT DETAILS Cash and Cash Equivalents and Restricted Cash The reconciliation of cash and cash equivalents and restricted cash reported within the accompanying consolidated balance sheet to the total amounts shown in the accompanying consolidated statement of cash flows is as follows: September 30, 2022 December 31, 2021 September 30, 2021 December 31, 2020 (In thousands) Cash and cash equivalents $ 272,870 $ 321,900 $ 340,618 $ 110,011 Restricted cash included in Prepaid expenses and other current assets 337 445 232 26 Total cash and cash equivalents and restricted cash as shown in the accompanying consolidated statement of cash flows $ 273,207 $ 322,345 $ 340,850 $ 110,037 Restricted cash at September 30, 2022 and December 31, 2021 primarily consisted of deposits related to a lease and corporate credit cards. Restricted cash at September 30, 2021 primarily consisted of a deposit related to a lease. Restricted cash at December 31, 2020 primarily consisted of a deposit related to corporate credit cards. Credit Losses The changes in the allowance for credit losses for the nine months ended September 30, 2022 and 2021 are as follows: 2022 2021 (In thousands) Balance at beginning of period $ 1,324 $ 476 Provision for credit losses 7,750 502 Write-offs charged against the allowance (4,726) (916) Recoveries collected 757 432 Currency translation adjustment (11) — Balance at end of period $ 5,094 $ 494 The increase in the allowance for credit losses for the nine months ended September 30, 2022 was due primarily to growth in the sales-assisted business, as well as the implementation of a new billing system beginning in the fourth quarter of 2021 that led to an increase in aged accounts receivable balances in the first half of 2022. Accumulated Amortization and Depreciation Accumulated amortization and depreciation within the accompanying consolidated balance sheet are as follows: Asset Category September 30, 2022 December 31, 2021 (In thousands) ROU assets included in Other non-current assets $ 8,868 $ 8,548 Leasehold improvements and equipment $ 640 $ 1,591 Intangible assets with definite lives $ 43,558 $ 39,692 Other income (expense), net The components of "Other income (expense), net" are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Foreign exchange gains (losses), net $ 961 $ (19) $ 2,016 $ (48) Interest income 1,238 21 1,696 62 (Loss) gain on sale of an asset — (66) — 10,151 Other income (expense), net $ 2,199 $ (64) $ 3,712 $ 10,165 For the three and nine months ended September 30, 2021, (Loss) gain on sale of an asset related to the sale of Vimeo’s retained interest in its former hardware business. Geographic Concentrations Geographic information about revenue and long-lived assets is presented below. Revenue by geography is based on where the customer is located. The United States was the only country for which revenue was greater than 10% of Vimeo's total revenue for the three and nine months ended September 30, 2022 and 2021 . Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Revenue: United States $ 55,586 $ 50,231 $ 165,467 $ 144,946 All other countries 52,547 49,859 161,997 140,612 Total $ 108,133 $ 100,090 $ 327,464 $ 285,558 Long-lived assets, excluding goodwill, intangible assets with definite lives and ROU assets, at September 30, 2022 and December 31, 2021 relate to "Leasehold improvements and equipment, net." September 30, December 31, (In thousands) Leasehold improvements and equipment, net: United States $ 504 $ 1,901 All other countries 867 967 Total $ 1,371 $ 2,868 |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | CONTINGENCIES In the ordinary course of business, Vimeo is, and from time to time may become, a party to various legal proceedings. Vimeo establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain other legal matters where it believes an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that resolving claims against Vimeo, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results of operations or financial condition of Vimeo, these matters are subject to inherent uncertainties and management's view of these matters may change in the future. Vimeo also evaluates other contingent matters, including income and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on the liquidity, results of operations or financial condition of Vimeo. EMI/Capitol Records Copyright Infringement Litigation In December 2009, a group of music publishers owned by EMI Music Publishing (now owned by Sony/ATV Music Publishing, a subsidiary of Sony Entertainment) and a group of then EMI-affiliated record companies, including Capitol Records (now owned by Universal Music Group), filed two lawsuits against Vimeo and its former owner, Connected Ventures, in the U.S. District Court for the Southern District of New York. See Capitol Records, LLC v. Vimeo, LLC , No. 09 Civ. 10101 (S.D.N.Y.) and EMI Blackwood Music, Inc. v. Vimeo, LLC , No. 09 Civ. 10105 (S.D.N.Y.). In both cases, plaintiffs allege that Vimeo infringed their music copyrights (in the publishers’ musical compositions and the record companies’ sound recordings) by hosting and streaming videos uploaded by users (and in certain cases, former employees) featuring their musical works. Plaintiffs seek, among other things, injunctive relief and monetary damages. The initial complaints identified 199 videos as infringing (which Vimeo removed post-suit). Prior to suit, plaintiffs did not avail themselves of their right to submit a takedown notice to Vimeo pursuant to the online safe harbor provisions of the Digital Millennium Copyright Act of 1998 ("DMCA"), which limits the liability of online service providers for copyright infringement of their users when the provider takes certain measures. Vimeo asserts that the DMCA limits its liability because it complies with the DMCA and plaintiffs failed to submit takedown notices. Plaintiffs disagree, asserting various theories as to why the DMCA may not apply to some or all of the videos-in-suit. The district court bifurcated proceedings and required the parties to first litigate the issue of whether Vimeo satisfied the DMCA’s safe harbor provisions. On September 18, 2013, the district court granted partial summary judgment to Vimeo on 144 of the 199 original videos-in-suit on the ground that Vimeo complied with the threshold requirements of the DMCA and that there was no evidence that a Vimeo employee had watched the videos in question such that Vimeo had actual or "red flag" knowledge of infringement, which would disqualify the DMCA’s application. The court denied summary judgment as to 35 videos-in-suit on the ground that there was a material question of fact as to whether Vimeo had "red flag" knowledge of infringement based upon employees having watched all or part of these videos. The court further held that the DMCA did not apply to the record companies’ state-law claims regarding sound recordings fixed before February 1972; a trial was necessary to determine whether Vimeo was liable for employees who uploaded approximately 20 videos; and that plaintiffs should be permitted to amend their complaints to add over 1,500 videos allegedly infringing their copyrights (which Vimeo removed after receiving plaintiffs’ proposed amended complaint). Vimeo sought and obtained the right to appeal certain issues on an interlocutory basis to the U.S. Court of Appeals for the Second Circuit. On June 16, 2016, the Second Circuit held that (1) the district court had applied the incorrect summary-judgment standard for "red flag" infringement and that evidence that an employee watched all or part of a video containing plaintiffs’ music did not raise a genuine issue of fact as to whether Vimeo had "red flag" knowledge in such video; (2) the DMCA applies to state-law copyright infringement claims predicated on pre-1972 sound recordings; and (3) on an issue raised by plaintiffs in their cross-appeal, the record did not show that Vimeo was willfully blind towards infringing activity taking place on its platform. As a result of these rulings, the Second Circuit partially vacated the district court’s ruling and remanded the case for further proceedings consistent with its judgment. On March 31, 2018, the district court granted Vimeo’s motion to dismiss plaintiffs’ state-law unfair competition claims on the grounds that they were state-law copyright claims covered by the DMCA per the Second Circuit’s judgment. On May 28, 2021, the district court granted Vimeo summary judgment as to videos for which the sole remaining basis of liability the assertion that Vimeo had “red flag” knowledge of infringement. On August 26, 2021, the district court approved a stipulation whereby plaintiffs agreed to conditionally dismiss all remaining claims to allow a final judgment to issue. Under the stipulation, plaintiffs may refile their claims regarding the alleged employee-uploaded videos if the Second Circuit reverses the district court’s other rulings in whole or in part. On November 1, 2021, the district court entered a final judgment adopting the terms of the parties' stipulation. On November 29, 2021, plaintiffs filed an appeal to the U.S. Court of Appeals for the Second Circuit. The appeal has been fully briefed. Vimeo believes that the allegations in these lawsuits are without merit and will defend vigorously against them. RTI Copyright Litigation Between 2012 and 2017, Italian broadcaster Reti Televisive Italiane s.p.a. and an affiliate thereof (collectively, "RTI") filed four lawsuits for copyright infringement against Vimeo in the Civil Court of Rome. See Reti Televisive Italiane s.p.a. v. Vimeo, LLC , Cause Nos. 23732/12, 62343/2015, and 59780/2017 (Rome Civil Court), and Medusa Film v. Vimeo, Inc. , Cause No. 74775/2017 (Rome Civil Court). In each case, RTI asserts that Vimeo infringed its copyrights by hosting and streaming user-uploaded videos that allegedly contain RTI’s television or film programming, and seeks, among other things, injunctive relief and monetary damages. On January 15, 2019, the Civil Court of Rome concluded the first case (No. 23732/12) and entered a judgment against Vimeo, awarding RTI damages of EUR 8,500,000 plus interest and entering an injunction against Vimeo with respect to further acts of infringement. Vimeo filed an appeal and petitioned to stay the judgment pending appeal. On May 13, 2019, the Rome Court of Appeals stayed the judgment pending appeal. On August 10, 2022, the Rome Court of Appeals affirmed the judgment. Vimeo is now appealing to the Italian Supreme Court of Cassation. On June 2, 2019, the Civil Court of Rome concluded the second case (No. 62343/2015) and entered a judgment against Vimeo, awarding RTI damages of EUR 4,746,273 plus interest and entering an injunction against Vimeo as to further acts infringement. Vimeo filed an appeal and petitioned to stay the judgment pending appeal. The Rome Court of Appeal declined to stay the judgment. The appeal is currently pending. On October 26, 2020, RTI commenced a lawsuit against Vimeo in the U.S. District Court for the Southern District of New York to enforce the damages award of the June 2019 judgment. See Reti Televisive Italiane s.p.a. v. Vimeo, LLC , No. 20 Civ. 8954 (S.D.N.Y.). On December 22, 2020, Vimeo and RTI filed, and the district court entered, a stipulation and order staying the U.S. proceedings pending the final outcome of the appeals from the Italian judgment at issue. The third case (No. 59780/2017) is currently pending before the Civil Court of Rome. On October 18, 2022, the Civil Court of Rome issued a decision in the fourth case, Medusa Film v. Vimeo, Inc. (No. 74775/2017,) finding liability, but reserving judgment as to the amount of damages. Vimeo believes that the allegations in these lawsuits are without merit and will defend vigorously against them. Sony/Universal/Warner Copyright Litigation In March 2021, Sony Music Entertainment Italy (a subsidiary of Sony Music Entertainment Group), Warner Music Italia (a subsidiary of Warner Music Group), Universal Music Italia (a subsidiary of Universal Music Group), and Warner Music International Services (a subsidiary of Warner Music Group) filed a lawsuit against Vimeo in the Court of Milan alleging violations of Italian copyright and unfair competition laws. See Sony Music Entertainment Italy s.p.a. et al. v. Vimeo, Inc. , Case No. 10977/2021 (Court of Milan, Business Division). The complaint alleges that Vimeo infringed plaintiffs’ copyrights by hosting and streaming user-uploaded videos that contain plaintiffs’ copyrighted works and that, upon notification of the alleged infringement, Vimeo employed a takedown process that did not comply with Italian law. The complaint seeks, among other things, injunctive relief. On November 3, 2021, Vimeo filed its initial brief. On November 23, 2021, the parties attended the initial hearing with the Court of Milan where the court set forth a briefing schedule. Vimeo believes that the allegations in this lawsuit are without merit and will defend vigorously against them. Illinois Biometric Information Privacy Act Litigation On September 9, 2019, Bradley Acaley filed, on behalf of himself and other similarly situated individuals, a putative class action complaint against Vimeo in the Circuit Court of Cook County, Illinois. See Bradley Acaley v. Vimeo, Inc., Acaley v. Vimeo.com, Inc. , Case No. 2019 CH10873 (Ill. Cir. Ct.). Vimeo thereafter removed the case to the U.S. District Court for the Northern District of Illinois, where it is now pending. See Bradley Acaley v. Vimeo, Inc. , No. 19 Civ. 7164 (N.D. Ill.). In his complaint, plaintiff asserts that Vimeo’s Magisto mobile application collected facial biometric information in a manner that violated his rights under the Illinois Biometric Information Privacy Act ("BIPA"), and he seeks, among other things, injunctive relief and monetary damages. On May 29, 2022, the parties entered into a settlement agreement that will, subject to court approval, result in certain payments to class members in exchange for releases to Vimeo. On June 6, 2022, the case was, pursuant to the parties’ stipulation, remanded from federal court back to the Circuit Court of Cook County, Illinois. On July 22, 2022, plaintiffs’ counsel filed a motion for preliminary approval of the settlement agreement. The motion remains pending. Vimeo denies liability in connection with this lawsuit. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONSFollowing the Spin-off, the relationship between Vimeo and IAC has been governed by a number of agreements that include: a separation agreement; a tax matters agreement; a transition services agreement; an employee matters agreement; and a data protection agreement. Through December 31, 2021, Vimeo participated in IAC's health and welfare benefit plans. The total related charges for the three and nine months ended September 30, 2022 and 2021 were $1.3 million and $3.6 million, and $3.2 million and $9.1 million, respectively. At September 30, 2022 and December 31, 2021, Vimeo had a current payable due to IAC of less than $0.1 million and $6.4 million, respectively, which were included in "Accrued expenses and other current liabilities" in the accompanying consolidated balance sheet and were subsequently paid in October 2022 and January 2022, respectively. Upon the completion of the Spin-off, Vimeo entered into an operating lease agreement with IAC for the space Vimeo had previously occupied in IAC's headquarters building at 555 West 18th Street in New York City. Vimeo exited this space on June 30, 2022. Additionally, in November 2021 Vimeo entered into a sublease agreement with a subsidiary of Angi Inc., which is also an indirect subsidiary of IAC, whereby Vimeo agreed to sublease the 10th floor at 330 West 34th Street ("West 34th Street Sublease") in New York City. I n July 2022, Vimeo extended the terms of the West 34th Street Sublease, and added a sublease of a portion of the fifth floor, both through April 2028. At September 30, 2022 Vimeo h ad a current lease liability of $1.9 million included in " Accrued expenses and other current liabilities $13.5 million included in " Other long-term liabilities for the three and nine months ended September 30, 2022 and 2021 were $0.7 million and $3.7 million, and $1.1 million and $3.0 million, respectively. For the nine months ended September 30, 2021, Vimeo’s consolidated statement of operations also includes $1.0 million of costs allocated by IAC , including stock-based compensation expense, related to IAC’s accounting, treasury, legal, tax, corporate support, financial systems, and internal audit functions. These allocations were based on Vimeo's revenue as a percentage of IAC's total revenue and are reflected in the accompanying consolidated balance sheet within "Additional paid-in-capital." It is not practicable to determine the actual expenses that would have been incurred for these services had Vimeo operated as a standalone entity during the periods presented. Management considers the allocation method to be reasonable. Debt—Related Party In January 2021, Vimeo OpCo repaid its outstanding related party debt to IAC in the amount of $99.5 million, which included accrued interest of $4.9 million, using a portion of the proceeds from the January 2021 primary equity raise described in " Note 6—Shareholders' Equity |
RESTRUCTURING
RESTRUCTURING | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING | RESTRUCTURING During the quarter ended September 30, 2022, the Company initiated and completed a restructuring plan that resulted in a reduction of its workforce of approximately 6% of its employees. One-time termination benefits include severance, continuation of health insurance coverage, and other benefits for a specified period of time, which resulted in $4.2 million of restructuring costs for the three and nine months ended September 30, 2022. These costs have been recognized in the accompanying consolidated statement of operations (depending upon the impacted employee's job function) as follows: Three and Nine Months Ended September 30, 2022 (In thousands) Restructuring costs: Research and development expense $ 2,282 Sales and marketing expense 1,133 General and administrative expense 768 Total $ 4,183 At September 30, 2022, a payable of $0.7 million related to restructuring costs was included in" Accrued expenses and other current liabilities" in the accompanying consolidated balance sheet. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | NOTE 13—SUBSEQUENT EVENTIn October 2022, Vimeo entered into a two-year cloud computing contract that replaces its current contract that expires in February 2023. The new contract expires in November 2024. The total commitment of the new contract is $90.0 million. |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Vimeo is the world’s leading all-in-one video software solution, providing the full breadth of video tools through a software-as-a-service model. Vimeo’s comprehensive and cloud-based tools empower its users to create, collaborate and communicate with video on a single, turnkey platform. As used herein, "Vimeo," "we," "our" or "us" and similar terms in these consolidated financial statements refer to Vimeo, Inc. (formerly Vimeo Holdings, Inc.) and its subsidiaries (unless the context requires otherwise). |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and notes required by GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited interim consolidated financial statements include all adjustments considered necessary for a fair presentation. Interim results are not necessarily indicative of the results that may be expected for the full year. The information included in this Form 10-Q should be read in conjunction with the annual audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 . All intercompany transactions and balances between and among Vimeo and its subsidiaries have been eliminated. All related party transactions between Vimeo and IAC and its subsidiaries, other than amounts related to the settlement of Vimeo equity awards and borrowings from and principal payments to certain IAC subsidiaries, are reflected in the accompanying consolidated statement of cash flows as operating activities. Amounts related to the settlement of Vimeo equity awards and borrowings from and principal payments to certain IAC subsidiaries, are reflected in the accompanying consolidated statement of cash flows as financing activities. All related party balances between Vimeo and IAC and its subsidiaries, other than borrowings from and principal payments to certain IAC subsidiaries, are reflected in the accompanying consolidated balance sheet within "Accrued expenses and other current liabilities" and "Other long-term liabilities". Prior to the Spin-off, the consolidated financial statements of Vimeo OpCo and subsidiaries were prepared on a standalone basis and were derived from the historical accounting records of Vimeo OpCo and IAC. The accompanying consolidated financial statements reflect the historical financial position, results of operations and cash flows of Vimeo and its subsidiaries since their respective dates of acquisition by Vimeo and the allocation to Vimeo of certain IAC corporate expenses relating to Vimeo based on the historical accounting records of IAC. The allocation of certain IAC corporate expenses is reflected in the accompanying consolidated balance sheet within "Additional paid-in-capital." Additionally, income taxes were computed for Vimeo on an as if standalone, separate tax return basis and payments to and refunds from IAC for Vimeo’s share of IAC’s consolidated state tax return liabilities have been reflected within cash flows from operating activities in the accompanying consolidated statement of cash flows. In management’s opinion, the assumptions underlying the historical consolidated financial statements of Vimeo, including the basis on which the expenses have been allocated from IAC, are reasonable. However, these allocations may not reflect the expenses that Vimeo would have incurred as an independent, standalone company for the periods presented. |
Accounting Estimates | Accounting Estimates Management of Vimeo is required to make certain estimates, judgments and assumptions during the preparation of its consolidated financial statements in accordance with GAAP that affect the amounts reported in the accompanying consolidated financial statements and footnotes thereto. Actual results could differ from these estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There are no recently issued accounting pronouncements that have not yet been adopted that are expected to have a material effect on the consolidated results of operations, financial condition or cash flows of Vimeo. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
Revenue Recognition | Revenue Recognition Vimeo's revenue is derived primarily from SaaS subscription fees paid by customers for self-serve and sales-assisted subscription plans. Revenue, in the amount that reflects the consideration Vimeo expects to be entitled to, is recognized on a straight-line basis over the contractual term of the arrangement beginning on the date that the service is made available to the customer. Subscription periods generally range from one month to three years with the most common being an annual subscription and are generally non-cancellable. Deferred Revenue Practical Expedients and Exemptions As permitted under the practical expedient available under Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers, Vimeo does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which Vimeo recognizes revenue at the amount which Vimeo has the right to invoice for services performed. |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Current and Non-current Balances of Deferred Revenue and Contract Asset | The current and non-current deferred revenue balances are included in the accompanying consolidated balance sheet as follows: September 30, December 31, (In thousands) Deferred revenue $ 169,369 $ 173,167 Other long-term liabilities 1,363 1,291 The current and non-current balances of capitalized costs to obtain a contract with a customer are included in the accompanying consolidated balance sheet as follows: September 30, December 31, (In thousands) Prepaid expenses and other current assets $ 3,674 $ 3,498 Other non-current assets 7,002 6,196 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | Vimeo's financial instruments that are measured at fair value on a recurring basis are as follows: September 30, 2022 Quoted Market Significant Significant Total (In thousands) Assets: Cash equivalents: Money market funds $ 252,079 $ — $ — $ 252,079 Time deposits — 615 — 615 Total $ 252,079 $ 615 $ — $ 252,694 Liabilities: Contingent consideration arrangements $ — $ — $ 8,307 $ 8,307 December 31, 2021 Quoted Market Significant Significant Total (In thousands) Assets: Cash equivalents: Money market funds $ 305,836 $ — $ — $ 305,836 Liabilities: Contingent consideration arrangements $ — $ — $ 12,200 $ 12,200 |
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The changes in the Company's financial instruments that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) are as follows: Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 (In thousands) Balance at beginning of period $ 13,108 $ 12,200 Total net losses (gains): Included in operating loss 15 (654) Measurement period adjustments — 1,577 Settlements (4,816) (4,816) Balance at end of period $ 8,307 $ 8,307 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | Accumulated other comprehensive loss consisting of foreign currency translation adjustments is as follows: Three Months Ended September 30, 2022 2021 (In thousands) Balance at beginning of period $ (638) $ (86) Other comprehensive (loss) income (566) 29 Balance at end of period $ (1,204) $ (57) Nine Months Ended September 30, 2022 2021 (In thousands) Balance at beginning of period $ (86) $ (87) Other comprehensive (loss) income (1,118) 30 Balance at end of period $ (1,204) $ (57) |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Loss per Share | The computation of basic and diluted loss per share attributable to common shareholders is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands, except per share data) Numerator: Net loss $ (21,416) $ (11,665) $ (74,476) $ (28,744) Denominator: (a) (b) Denominator for loss per share—weighted average shares 161,529 160,064 161,433 159,624 Loss per share attributable to common stock shareholders: Loss per share $ (0.13) $ (0.07) $ (0.46) $ (0.18) _____________________ (a) Vimeo Restricted Shares were included in shares of common stock issued and outstanding at September 30, 2022 in the accompanying consolidated balance sheet, but were excluded from the computation of shares outstanding for EPS purposes because the number of shares that ultimately vest is subject to the satisfaction of certain service and market-based conditions. (b) For both the three and nine months ended September 30, 2022, and three and nine months ended September 30, 2021 , approximately 35.1 million and 25.7 million, respectively, potentially dilutive equity awards were excluded from the computation of diluted EPS because the impact would have been anti-dilutive. |
FINANCIAL STATEMENT DETAILS (Ta
FINANCIAL STATEMENT DETAILS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash and Cash Equivalents | The reconciliation of cash and cash equivalents and restricted cash reported within the accompanying consolidated balance sheet to the total amounts shown in the accompanying consolidated statement of cash flows is as follows: September 30, 2022 December 31, 2021 September 30, 2021 December 31, 2020 (In thousands) Cash and cash equivalents $ 272,870 $ 321,900 $ 340,618 $ 110,011 Restricted cash included in Prepaid expenses and other current assets 337 445 232 26 Total cash and cash equivalents and restricted cash as shown in the accompanying consolidated statement of cash flows $ 273,207 $ 322,345 $ 340,850 $ 110,037 |
Schedule of Restricted Cash | The reconciliation of cash and cash equivalents and restricted cash reported within the accompanying consolidated balance sheet to the total amounts shown in the accompanying consolidated statement of cash flows is as follows: September 30, 2022 December 31, 2021 September 30, 2021 December 31, 2020 (In thousands) Cash and cash equivalents $ 272,870 $ 321,900 $ 340,618 $ 110,011 Restricted cash included in Prepaid expenses and other current assets 337 445 232 26 Total cash and cash equivalents and restricted cash as shown in the accompanying consolidated statement of cash flows $ 273,207 $ 322,345 $ 340,850 $ 110,037 |
Schedule of Changes in Allowance for Credit Losses | The changes in the allowance for credit losses for the nine months ended September 30, 2022 and 2021 are as follows: 2022 2021 (In thousands) Balance at beginning of period $ 1,324 $ 476 Provision for credit losses 7,750 502 Write-offs charged against the allowance (4,726) (916) Recoveries collected 757 432 Currency translation adjustment (11) — Balance at end of period $ 5,094 $ 494 |
Schedule of Accumulated Depreciation and Amortization | Accumulated amortization and depreciation within the accompanying consolidated balance sheet are as follows: Asset Category September 30, 2022 December 31, 2021 (In thousands) ROU assets included in Other non-current assets $ 8,868 $ 8,548 Leasehold improvements and equipment $ 640 $ 1,591 Intangible assets with definite lives $ 43,558 $ 39,692 |
Schedule of Other Income (Expense), Net | The components of "Other income (expense), net" are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Foreign exchange gains (losses), net $ 961 $ (19) $ 2,016 $ (48) Interest income 1,238 21 1,696 62 (Loss) gain on sale of an asset — (66) — 10,151 Other income (expense), net $ 2,199 $ (64) $ 3,712 $ 10,165 |
Schedule of Revenue and Long-lived Assets by Geographic Area | Geographic information about revenue and long-lived assets is presented below. Revenue by geography is based on where the customer is located. The United States was the only country for which revenue was greater than 10% of Vimeo's total revenue for the three and nine months ended September 30, 2022 and 2021 . Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Revenue: United States $ 55,586 $ 50,231 $ 165,467 $ 144,946 All other countries 52,547 49,859 161,997 140,612 Total $ 108,133 $ 100,090 $ 327,464 $ 285,558 Long-lived assets, excluding goodwill, intangible assets with definite lives and ROU assets, at September 30, 2022 and December 31, 2021 relate to "Leasehold improvements and equipment, net." September 30, December 31, (In thousands) Leasehold improvements and equipment, net: United States $ 504 $ 1,901 All other countries 867 967 Total $ 1,371 $ 2,868 |
RESTRUCTURING (Tables)
RESTRUCTURING (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Costs Recognized in Consolidated Statement of Operations | These costs have been recognized in the accompanying consolidated statement of operations (depending upon the impacted employee's job function) as follows: Three and Nine Months Ended September 30, 2022 (In thousands) Restructuring costs: Research and development expense $ 2,282 Sales and marketing expense 1,133 General and administrative expense 768 Total $ 4,183 |
ORGANIZATION AND BASIS OF PRE_3
ORGANIZATION AND BASIS OF PRESENTATION (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | May 25, 2021 | May 24, 2021 |
The Company and Summary of Significant Accounting Policies [Line Items] | |||||
Percentage of the intrinsic value of options compensated | 0.50 | ||||
Conversion of Vimeo OpCo capital into Vimeo common stock, exchange ratio (in shares) | 1.0143 | ||||
Common Stock | |||||
The Company and Summary of Significant Accounting Policies [Line Items] | |||||
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||
Number of shares issued upon Spin-off per preferred stock exchanged (in shares) | 1.6235 | ||||
Class B common stock | |||||
The Company and Summary of Significant Accounting Policies [Line Items] | |||||
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||
IAC | Common Stock | |||||
The Company and Summary of Significant Accounting Policies [Line Items] | |||||
Common stock, par value (USD per share) | $ 0.0001 | $ 0.001 | |||
IAC | Class B common stock | |||||
The Company and Summary of Significant Accounting Policies [Line Items] | |||||
Common stock, par value (USD per share) | $ 0.0001 | $ 0.001 | |||
IAC | Series 1 Mandatorily Exchangeable Preferred Stock | |||||
The Company and Summary of Significant Accounting Policies [Line Items] | |||||
Number of preferred stock issued upon reclassification of common stock (in shares) | 0.01 | ||||
IAC | Series 2 Mandatorily Exchangeable Preferred Stock | |||||
The Company and Summary of Significant Accounting Policies [Line Items] | |||||
Number of preferred stock issued upon reclassification of common stock (in shares) | 0.01 | ||||
IAC | |||||
The Company and Summary of Significant Accounting Policies [Line Items] | |||||
Ownership percentage | 88% |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue recognized during period | $ 166 | $ 130.8 |
REVENUE - Schedule of Current a
REVENUE - Schedule of Current and Non-current Balances of Deferred Revenue (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue | $ 169,369 | $ 173,167 |
Other long-term liabilities | $ 1,363 | $ 1,291 |
REVENUE - Schedule of Current_2
REVENUE - Schedule of Current and Non-current Contract Asset Balances (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Prepaid expenses and other current assets | $ 3,674 | $ 3,498 |
Other non-current assets | $ 7,002 | $ 6,196 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Income tax provision (benefit) | $ 609 | $ (37) | $ 1,387 | $ 448 | |
Unrecognized tax benefits | $ 3,200 | $ 3,200 | $ 2,500 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Cash equivalents | $ 252,694 | |
Liabilities: | ||
Contingent consideration arrangements | 8,307 | $ 12,200 |
Quoted Market Prices for Identical Assets in Active Markets (Level 1) | ||
Assets: | ||
Cash equivalents | 252,079 | |
Liabilities: | ||
Contingent consideration arrangements | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Cash equivalents | 615 | |
Liabilities: | ||
Contingent consideration arrangements | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Cash equivalents | 0 | |
Liabilities: | ||
Contingent consideration arrangements | 8,307 | 12,200 |
Money market funds | ||
Assets: | ||
Cash equivalents | 252,079 | 305,836 |
Money market funds | Quoted Market Prices for Identical Assets in Active Markets (Level 1) | ||
Assets: | ||
Cash equivalents | 252,079 | 305,836 |
Money market funds | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Money market funds | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Cash equivalents | 0 | $ 0 |
Time deposits | ||
Assets: | ||
Cash equivalents | 615 | |
Time deposits | Quoted Market Prices for Identical Assets in Active Markets (Level 1) | ||
Assets: | ||
Cash equivalents | 0 | |
Time deposits | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Cash equivalents | 615 | |
Time deposits | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Cash equivalents | $ 0 |
FAIR VALUE MEASUREMENTS - Unobs
FAIR VALUE MEASUREMENTS - Unobservable Input Reconciliation (Details) - Contingent Consideration Liability - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | |
Contingent Consideration Arrangements | |||
Balance at beginning of period | $ 13,108 | $ 12,200 | $ 12,200 |
Included in operating loss | 15 | (654) | |
Measurement period adjustments | 0 | $ 1,600 | 1,577 |
Settlements | (4,816) | (4,816) | |
Balance at end of period | $ 8,307 | $ 8,307 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jul. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) arrangement | Mar. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) arrangement | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 06, 2021 USD ($) | Nov. 10, 2021 USD ($) | |
Business Acquisition [Line Items] | ||||||||
Number of outstanding consideration arrangements | arrangement | 2 | 2 | ||||||
Contingent consideration arrangements | $ 8,307 | $ 8,307 | $ 12,200 | |||||
Contingent consideration payment | 4,816 | $ 0 | ||||||
Current portion of contingent consideration arrangement liability | 8,300 | 8,300 | ||||||
Non-current portion of contingent consideration arrangement liability | $ 12,200 | |||||||
Wibbitz | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent consideration arrangements | $ 5,600 | |||||||
Contingent consideration arrangements, (decrease) increase | (300) | (1,900) | ||||||
Wibbitz | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent consideration arrangements | $ 15,000 | |||||||
Wirewax | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent consideration arrangements | 8,200 | |||||||
Contingent consideration arrangements, (decrease) increase | 300 | $ 1,200 | ||||||
Revenue threshold term (in years) | 2 years | |||||||
Contingent consideration payment | $ 4,800 | |||||||
Wirewax | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent consideration arrangements | $ 10,000 | |||||||
Contingent Consideration Liability | ||||||||
Business Acquisition [Line Items] | ||||||||
Measurement period adjustments | $ 0 | $ 1,600 | $ 1,577 |
REVOLVING CREDIT FACILITY (Deta
REVOLVING CREDIT FACILITY (Details) - Revolving Credit Facility - Vimeo Credit Facility - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Feb. 12, 2021 | |
Revolving Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 100,000,000 | |
Annual commitment fee (in basis points) | 0.20% | |
Covenant term, minimum liquidity requirement | $ 50,000,000 | |
Covenant term, leverage ratio (no more than) | 5.5 | |
Covenant term, leverage ratio limiting ability to pay dividends, make distributions, or repurchase stock (no more than) | 4 | |
Borrowings outstanding under the credit facility | $ 0 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) | 1 Months Ended | 9 Months Ended | |||
Jan. 31, 2021 USD ($) $ / shares shares | Sep. 30, 2022 vote shares | Feb. 25, 2022 USD ($) | Dec. 31, 2021 shares | May 25, 2021 shares | |
Shareholders' Equity [Line Items] | |||||
Stock repurchase, authorized amount (up to) | $ 50,000,000 | ||||
Number of shares repurchased (in shares) | shares | 0 | ||||
Sale of Equity Capital | |||||
Shareholders' Equity [Line Items] | |||||
Proceeds raised from sale of equity capital | $ 300,000,000 | ||||
Common Stock | |||||
Shareholders' Equity [Line Items] | |||||
Percentage of directors that can be elected by holders of Vimeo common stock | 0.25 | ||||
Votes per each share of stock | vote | 1 | ||||
Common stock authorized (in shares) | shares | 1,600,000,000 | 1,600,000,000 | 1,600,000,000 | ||
Class B common stock | |||||
Shareholders' Equity [Line Items] | |||||
Votes per each share of stock | vote | 10 | ||||
Common stock authorized (in shares) | shares | 400,000,000 | 400,000,000 | 400,000,000 | ||
Class A Voting common stock of Vimeo OpCo | Sale of Equity Capital, First Raise | |||||
Shareholders' Equity [Line Items] | |||||
Proceeds raised from sale of equity capital | $ 200,000,000 | ||||
Number of shares issued in sale of equity capital (in shares) | shares | 6,200,000 | ||||
Price per share of stock issued in sale of equity capital (USD per share) | $ / shares | $ 32.41 | ||||
Enterprise valuation of Vimeo | $ 5,200,000,000 | ||||
Class A Voting common stock of Vimeo OpCo | Sale of Equity Capital, Second Raise | |||||
Shareholders' Equity [Line Items] | |||||
Proceeds raised from sale of equity capital | $ 100,000,000 | ||||
Number of shares issued in sale of equity capital (in shares) | shares | 2,800,000 | ||||
Price per share of stock issued in sale of equity capital (USD per share) | $ / shares | $ 35.35 | ||||
Enterprise valuation of Vimeo | $ 5,700,000,000 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accumulated Other Comprehensive Loss | ||||
Balance at beginning of period | $ 349,429,000 | $ 379,138,000 | $ 370,595,000 | $ 85,080,000 |
Other comprehensive (loss) income | (566,000) | 29,000 | (1,118,000) | 30,000 |
Balance at end of period | 346,839,000 | 379,325,000 | 346,839,000 | 379,325,000 |
Income tax provision (benefit) | 609,000 | (37,000) | 1,387,000 | 448,000 |
Accumulated Other Comprehensive Loss | ||||
Accumulated Other Comprehensive Loss | ||||
Balance at beginning of period | (638,000) | (86,000) | (86,000) | (87,000) |
Balance at end of period | (1,204,000) | (57,000) | (1,204,000) | (57,000) |
Income tax provision (benefit) | 0 | 0 | ||
Foreign Currency Translation Adjustments | ||||
Accumulated Other Comprehensive Loss | ||||
Other comprehensive (loss) income | $ (566,000) | $ 29,000 | $ (1,118,000) | $ 30,000 |
LOSS PER SHARE - Narrative (Det
LOSS PER SHARE - Narrative (Details) | Dec. 31, 2021 shares |
Director | Restricted Stock | Restricted Stock Agreement | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares authorized for issuance (in shares) | 4,870,500 |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net loss | $ (21,416) | $ (11,665) | $ (74,476) | $ (28,744) |
Denominator: | ||||
Denominator for loss per share—weighted average shares, basic (in shares) | 161,529 | 160,064 | 161,433 | 159,624 |
Denominator for loss per share—weighted average shares, diluted (in shares) | 161,529 | 160,064 | 161,433 | 159,624 |
Loss per share attributable to common stock shareholders: | ||||
Basic loss per share (USD per share) | $ (0.13) | $ (0.07) | $ (0.46) | $ (0.18) |
Diluted loss per share (USD per share) | $ (0.13) | $ (0.07) | $ (0.46) | $ (0.18) |
Potentially dilutive securities excluded from calculation of diluted earnings per share (in shares) | 35,100 | 25,700 | 35,100 | 25,700 |
FINANCIAL STATEMENT DETAILS - S
FINANCIAL STATEMENT DETAILS - Schedule of Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 272,870 | $ 321,900 | $ 340,618 | $ 110,011 |
Restricted cash included in Prepaid expenses and other current assets | 337 | 445 | 232 | 26 |
Total cash and cash equivalents and restricted cash as shown in the accompanying consolidated statement of cash flows | $ 273,207 | $ 322,345 | $ 340,850 | $ 110,037 |
FINANCIAL STATEMENT DETAILS - A
FINANCIAL STATEMENT DETAILS - Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of period | $ 1,324 | $ 476 |
Provision for credit losses | 7,750 | 502 |
Write-offs charged against the allowance | (4,726) | (916) |
Recoveries collected | 757 | 432 |
Currency translation adjustment | (11) | 0 |
Balance at end of period | $ 5,094 | $ 494 |
FINANCIAL STATEMENT DETAILS -_2
FINANCIAL STATEMENT DETAILS - Accumulated Amortization and Depreciation (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
ROU assets included in Other non-current assets | $ 8,868 | $ 8,548 |
Leasehold improvements and equipment | 640 | 1,591 |
Intangible assets with definite lives | $ 43,558 | $ 39,692 |
FINANCIAL STATEMENT DETAILS - O
FINANCIAL STATEMENT DETAILS - Other Income (Expense), Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Foreign exchange gains (losses), net | $ 961 | $ (19) | $ 2,016 | $ (48) |
Interest income | 1,238 | 21 | 1,696 | 62 |
(Loss) gain on sale of an asset | 0 | (66) | 0 | 10,151 |
Other income (expense), net | $ 2,199 | $ (64) | $ 3,712 | $ 10,165 |
FINANCIAL STATEMENT DETAILS - R
FINANCIAL STATEMENT DETAILS - Revenue and Long-Lived Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenue | $ 108,133 | $ 100,090 | $ 327,464 | $ 285,558 | |
Leasehold improvements and equipment, net | 1,371 | 1,371 | $ 2,868 | ||
United States | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenue | 55,586 | $ 50,231 | 165,467 | $ 144,946 | |
Leasehold improvements and equipment, net | $ 504 | $ 504 | 1,901 | ||
United States | Revenue Benchmark | Geographic Concentration Risk | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Concentration risk, percent (greater than) | 10% | 10% | 10% | 10% | |
All other countries | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenue | $ 52,547 | $ 49,859 | $ 161,997 | $ 140,612 | |
Leasehold improvements and equipment, net | $ 867 | $ 867 | $ 967 |
CONTINGENCIES (Details)
CONTINGENCIES (Details) | 1 Months Ended | 72 Months Ended | |||
Jun. 02, 2019 EUR (€) | Jan. 15, 2019 EUR (€) | Sep. 18, 2013 video | Dec. 31, 2009 video lawsuit | Dec. 31, 2017 lawsuit | |
EMI/Capitol Records Copyright Infringement Litigation | |||||
Contingencies [Line Items] | |||||
Number of lawsuits | lawsuit | 2 | ||||
Number of videos | 199 | 199 | |||
EMI/Capitol Records Copyright Infringement Litigation | Partial Summary Judgement | |||||
Contingencies [Line Items] | |||||
Number of videos | 144 | ||||
EMI/Capitol Records Copyright Infringement Litigation | Denied Summary Judgement | |||||
Contingencies [Line Items] | |||||
Number of videos | 35 | ||||
EMI/Capitol Records Copyright Infringement Litigation | Judicial Ruling | |||||
Contingencies [Line Items] | |||||
Number of videos | 20 | ||||
Amended number of videos | 1,500 | ||||
RTI Copyright Litigation | |||||
Contingencies [Line Items] | |||||
Number of lawsuits | lawsuit | 4 | ||||
Damages awarded, value | € | € 4,746,273 | € 8,500,000 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jan. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||
Current lease liability, statement of financial position | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities | ||||
Non-current lease liability, statement of financial position | Other long-term liabilities | Other long-term liabilities | ||||
Repayment of outstanding related party debt | $ 0 | $ 94,565 | ||||
IAC | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related party (less than in 2022) | $ 100 | 100 | $ 6,400 | |||
Current lease liability | 1,900 | 1,900 | ||||
Non-current lease liability | 13,500 | 13,500 | ||||
Allocated costs | 1,000 | |||||
Repayment of outstanding related party debt | $ 99,500 | |||||
Payment of accrued interest | $ 4,900 | |||||
IAC | Promissory note due on demand—related party | ||||||
Related Party Transaction [Line Items] | ||||||
Interest rate, stated percentage | 10% | |||||
IAC | Promissory note due May 2, 2023—related party | ||||||
Related Party Transaction [Line Items] | ||||||
Interest rate, stated percentage | 10% | |||||
IAC | IAC Health and Welfare Benefit Plans and Other Non-Occupancy | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses incurred with related party | 1,300 | $ 3,200 | 3,600 | 9,100 | ||
IAC | IAC Headquarters Occupancy and Subsidiary of Angi Occupancy | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses incurred with related party | $ 700 | $ 1,100 | $ 3,700 | $ 3,000 |
RESTRUCTURING - Narrative (Deta
RESTRUCTURING - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Restructuring and Related Activities [Abstract] | ||
Reduction of workforce (as a percent) | 6% | |
Cost incurred for one-time termination benefits | $ 4,183 | $ 4,183 |
Accrued liability related to restructuring plan | $ 700 | $ 700 |
RESTRUCTURING - Summary of Rest
RESTRUCTURING - Summary of Restructuring Costs Recognized in Consolidated Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | $ 4,183 | $ 4,183 |
Research and development expense | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 2,282 | 2,282 |
Sales and marketing expense | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 1,133 | 1,133 |
General and administrative expense | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | $ 768 | $ 768 |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) - Subsequent Event $ in Millions | 1 Months Ended |
Oct. 31, 2022 USD ($) | |
Subsequent Event [Line Items] | |
Contract term | 2 years |
Total commitment | $ 90 |