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Vimeo, Inc. - Annual Report: 2024 (Form 10-K)


Revenue
 Years Ended December 31,
 20242023Change% Change
(In thousands)
Self-Serve & Add-Ons$271,691 $285,529 $(13,838)(5)%
Vimeo Enterprise83,191 56,499 26,692 47 
Other62,124 75,186 (13,062)(17)
Total revenue$417,006 $417,214 $(208)— %
Revenue was flat due primarily to an increase of $26.7 million or 47% in Vimeo Enterprise, partially offset by decreases of $13.8 million or 5% in Self-Serve & Add-Ons and $13.1 million or 17% in Other. The increase in Vimeo Enterprise was primarily due to increases of 31% and 12% in Average Subscribers and ARPU, respectively. The decrease in Self-Serve & Add-Ons was primarily due to a decrease of 10% in Average Subscribers, partially offset by an increase of 5% in ARPU. The decrease in Other was primarily due to the Company deprecating a number of products in this category.

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Cost of Revenue (exclusive of depreciation shown separately below) and Gross Profit
 Years Ended December 31,
 20242023Change% Change
 (In thousands)
Cost of revenue (exclusive of depreciation shown separately below)$90,731 $91,576 $(845)(1)%
Gross profit$326,275 $325,638 $637 — %
Gross margin78%78%
Cost of revenue decreased $0.8 million, or 1%, due primarily to a decrease in credit card processing fees of $3.7 million driven by lower bookings from Self-Serve & Add-Ons, partially offset by an increase in hosting costs of $2.1 million.
Gross profit increased $0.6 million due primarily to a decrease in cost of revenue, as revenue was flat.
Operating Expenses
 Years Ended December 31,
 20242023Change% Change
 (In thousands)
Research and development expense$109,373 $107,074 $2,299 %
Sales and marketing expense119,869 151,487 (31,618)(21)
General and administrative expense76,604 49,194 27,410 56 
Depreciation 356 1,997 (1,641)(82)
Amortization of intangibles1,390 2,839 (1,449)(51)
Total operating expenses$307,592 $312,591 $(4,999)(2)%
Research and development expense increased $2.3 million, or 2%, due primarily to increased investment in products of $7.0 million mainly comprised of compensation expense and other employee-related costs, partially offset by decreases of $2.7 million in restructuring costs driven by a reduction-in-force that was completed in the first quarter of 2023 and $2.1 million in stock-based compensation expense driven by executive turnover.
Sales and marketing expense decreased $31.6 million, or 21%, due primarily to decreases of $28.0 million in advertising costs as we reduced underperforming spend and shifted to a more organic customer acquisition approach and $3.7 million in stock-based compensation expense driven by executive turnover in 2024.
General and administrative expense increased $27.4 million, or 56%, due primarily to an increase of $26.6 million in stock-based compensation expense driven by Board and executive turnover in 2023.
Depreciation decreased $1.6 million, or 82%, due primarily to costs associated with asset retirement obligations incurred in 2023 related to the Company's international operations.
Amortization of intangibles decreased $1.4 million, or 51%, due primarily to certain intangible assets reaching the end of their estimated useful lives in the second quarter of 2023.
Operating Income
 Years Ended December 31,
20242023Change% Change
(In thousands)
Operating income
$18,683 $13,047 $5,636 43 %
Operating income increased $5.6 million primarily due to an increase in gross profit of $0.6 million and a decrease in operating expenses of $5.0 million. The decrease in operating expenses was due primarily to decreases in advertising costs of $28.0 million, partially offset by increases in stock-based compensation expense of $20.9 million and compensation expense and other employee-related costs of $3.8 million. We currently anticipate that operating expenses will increase in 2025 as we expect to continue to invest in our products.
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Non-Operating Income and Expenses
 Years Ended December 31,
 20242023Change% Change
 (In thousands)
Interest expense $— $(998)$998 (100)%
Interest income$14,793 $12,640 $2,153 17 %
Foreign exchange gains, net240 259 (19)(7)%
Loss on sale of an asset— (37)37 (100)%
Other long-term liabilities  Commitments and contingenciesSHAREHOLDERS' EQUITY:
Common stock, $ par value; shares authorized; and shares issued and and shares outstanding, respectively
  
Class B common stock, $ par value; shares authorized; shares issued and outstanding, respectively
  
Preferred stock $ par value; shares authorized, shares issued and outstanding
  Additional paid-in capital  Accumulated deficit()()Accumulated other comprehensive loss()()
Treasury stock, at cost, and shares, respectively
() Total shareholders' equity  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$ $ 


The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
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CONSOLIDATED STATEMENT OF OPERATIONS
 Years Ended December 31,
 202420232022
 (In thousands, except per share data)
Revenue$ $ $ 
Cost of revenue (exclusive of depreciation shown separately below)   
Gross profit   
Operating expenses:
Research and development expense   
Sales and marketing expense   
General and administrative expense   
Depreciation    
Amortization of intangibles   
Total operating expenses   
Operating income (loss)  ()
Interest expense  ()()
Other income, net   
Earnings (loss) before income taxes  ()
Income tax provision()()()
Net earnings (loss)$ $ $()
Per share information:
Basic earnings (loss) per share$ $ $()
Diluted earnings (loss) per share$ $ $()
Stock-based compensation expense by function:
Cost of revenue$ $ $ 
Research and development expense   
Sales and marketing expense   
General and administrative expense () 
Total stock-based compensation expense$ $ $ 


The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
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VIMEO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS
Years Ended December 31,
202420232022
(In thousands)
Net earnings (loss) $ $ $()
Other comprehensive (loss) income:
Change in foreign currency translation adjustments () ()
Total other comprehensive (loss) income() ()
Comprehensive income (loss) $ $ $()



The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Years Ended December 31, 2024, 2023, and 2022

))  ))    ))   )  )))
 $Shares$Shares$Shares
 (In thousands)
 
 
 
 
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VIMEO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
 
Years Ended December 31,
 202420232022
 (In thousands)
Cash flows from operating activities:  
Net earnings (loss)$ $ $()
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Stock-based compensation expense   
Amortization of intangibles   
Depreciation   
Provision for credit losses   
Loss on the sale of an asset   
Non-cash lease expense   
Other adjustments, net  ()
 Changes in assets and liabilities, net of effects of acquisitions and dispositions:
Accounts receivable() ()
Prepaid expenses and other assets()()()
Accounts payable and other liabilities()()()
Deferred revenue() ()
Net cash provided by (used in) operating activities  ()
Cash flows from investing activities:
Acquisitions, net of cash acquired   
Capital expenditures()()()
Proceeds from the sale of an asset   
Net cash (used in) provided by investing activities ()  
Cash flows from financing activities: 
Amounts related to settlement of equity awards()()()
Proceeds from exercise of stock options   
 $ $ 
____________________
(a)    State NOLs will expire at various times between 2031 through 2043.
(b)    Certain State NOLs of $ million are subject to limitations under IRC Section 382, separate return limitations, and applicable law.

At December 31, 2024, Vimeo has tax credit carryforwards of $ million. Of this amount, $ million relates to credits for research activities and $ million relates to credits for foreign taxes. These credit carryforwards will expire between 2027 and 2044.
During 2024, Vimeo's valuation allowance decreased by $ million, primarily due to net operating loss utilization, partially offset by deferred tax assets for research and development expenses. At December 31, 2024, Vimeo has a valuation allowance of $ million related to deferred tax assets on temporary differences, tax credits, and tax loss carryforwards for which it is more likely than not that the tax benefit will not be realized.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 $ $()State income taxes, net of effect of federal tax benefit ()()Global intangible low-taxed income   Section 250 deductions()() Return to provision() ()Valuation allowance()() Stock-based compensation () Non-deductible executive compensation   Tax credits()()()Uncertain tax positions   Deferred tax adjustments  ()

 $()$ Customer relationships () Trade names () 
Total (a)
$ $()$ 
____________________
(a)    The remaining carrying value is expected to be amortized during the year ended December 31, 2025.
December 31, 2023
Gross
Carrying
Amount
Accumulated
Amortization
NetWeighted Average
Useful Life
 (Years)
 (In thousands) 
Developed technology$ $()$ 
Customer relationships () 
Trade names () 
Total$ $()$ 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 6—
 $ $ $ Time deposits    Total$ $ $ $ )) 

 million. In the accompanying consolidated statement of cash flows, $ million was included in "Contingent consideration payment" within financing activities and $ million was included in "Accounts payable and other liabilities" within operating activities. As a result of finalizing these arrangements, a net $ million gain was recorded within "General and administrative expense" in the accompanying consolidated statement of operations.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 7—
 million revolving credit facility (the "Credit Facility") set to expire February 12, 2026, under, and in accordance with the terms of, that certain credit agreement, dated as of February 12, 2021, among Vimeo.com, Inc., as borrower, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent. In connection with such termination, a letter of credit issued under the Credit Facility was cash collateralized, all other outstanding obligations were paid off in full and all liens securing the Credit Facility were released.
NOTE 8—
%) 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 vote per share and 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 (the "Board") 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 the holders of shares of 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.
Vimeo is authorized to issue shares of Vimeo common stock and shares of Vimeo Class B common stock.
Vimeo Restricted Shares
Vimeo Restricted Shares (held by Joseph Levin, Special Advisor to the Board and former Chairman and member of the Board) totaling shares were reflected in the accompanying consolidated balance sheet within "Common Stock" at December 31, 2024 and 2023. Vesting of the Vimeo Restricted Shares is subject to Mr. Levin's continued service as Special Advisor to the Board through November 5, 2030, as well as the achievement of certain stock price targets. Vimeo Restricted Shares 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.
Description of Preferred Stock
The Board 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 million of the Company’s common stock through open market or private transactions (the "Stock Repurchase Program"). Under the Stock Repurchase Program, 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, has no obligation to repurchase any shares under the Stock Repurchase Program, and may suspend or discontinue it at any time. During the year ended December 31, 2024, the Company repurchased  million shares of its common stock, on a trade date basis, at a weighted average cost of $ per share, or in aggregate $ million. There were shares repurchased during the year ended December 31, 2023. The Company accounts for treasury stock under the cost method.
Subsequent to December 31, 2024 and through February 13, 2025, the Company repurchased  million shares of its common stock, on a trade date basis, at a weighted average cost of $ per share, or in aggregate $ million. At February 13, 2025, the Company has $ million remaining under its share repurchase authorization.
NOTE 9—
)$()$()Other comprehensive (loss) income() ()Balance at end of period$()$()$()
At December 31, 2024, 2023, and 2022, there was tax benefit or provision on accumulated other comprehensive loss.
NOTE 10—
active equity plan, the Vimeo, Inc. 2021 Stock and Annual Incentive Plan (including an Israeli Appendix), amended and restated as of June 6, 2023 (the "2021 Plan"). The 2021 Plan authorizes the Company to deliver equity awards to its employees, officers, directors and consultants covering an aggregate of up to million shares of the Company's common stock (in addition to previously awarded shares). At December 31, 2024, there were  million shares available for delivery under the 2021 Plan.

Equity awards provided for under the 2021 Plan include SARs, stock options, RSUs, and other stock-based awards related to shares of Vimeo common stock. The exercise price of stock options and SARs cannot be less than the market value of Vimeo common stock on the grant date. In connection with the settlement of stock-based awards, shares of Vimeo common stock may be issued either from authorized but unissued shares or from treasury stock. SARs and stock options generally vest from the grant date or in equal annual installments over a three or period. RSUs generally vest either or from the grant date or in various installments over periods ranging from to from the grant date.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
million, $ million, and $ million for the years ended December 31, 2024, 2023, and 2022, respectively. No income tax benefit was recognized in the accompanying consolidated statement of operations for the years ended December 31, 2024, 2023, and 2022 related to equity awards because Vimeo has recorded a full valuation allowance against the related deferred tax asset. At December 31, 2024, there was $ million of unrecognized compensation cost, net of estimated forfeitures, related to equity awards, which is expected to be recognized over a weighted average period of years.
Stock appreciation rights and stock options
The weighted average grant date fair value of SARs and stock options granted during the year ended December 31, 2023 was $. The key assumptions in determining the grant date fair value included the expected volatility of %, risk-free interest rate of %, expected term of years, and dividend yield of %. There were SARs or stock options granted during the years ended December 31, 2024 and 2022.
 $ $ Cash received$ $ $ 

$ Diluted earnings (loss) per share$ $ $()
_____________________

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 12—
 $ Current lease liabilitiesAccrued expenses and other current liabilities$ $ Long-term lease liabilitiesOther long-term liabilities  Total lease liabilities$ $  $ $ Short-term   Variable   
Total(a)
 Less: imputed interest()Total lease liabilities$ 
_____________________
(a)    All leases are expected to mature by December 31, 2028.
years years yearsDiscount rate % % % $ $ Cash paid for amounts included in the measurement of lease liabilities$ $ $ 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 13—
 $ $ $ $ 

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. See "Note 4—Income Taxes" for additional information related to income tax contingencies.
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 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 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
of the 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 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 videos; and that plaintiffs should be permitted to amend their complaints to add over 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 was 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. On January 13, 2025, the Second Circuit issued an opinion affirming the judgment.
RTI Copyright Litigation
Between 2012 and 2017, Italian broadcaster Reti Televisive Italiane s.p.a. and an affiliate thereof (collectively, "RTI") filed 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 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 appealed 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 € 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 Appeals declined to stay the judgment. On October 12, 2023, the Rome Court of Appeals published its decision affirming the lower court's judgment on liability but reducing the amount of damages to plus interests and costs. Vimeo has appealed to the Italian Supreme Court of Cassation and the case is currently pending (No. 856/2024).
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(No. 652646/2023). The case was removed to federal court and is now pending in the Southern District of New York. See Reti Televisive Italiane S.p.A. v. Vimeo.com, Inc, No. 23 Civ. 05488 (S.D.N.Y.). On October 20, 2023, the U.S. District Court for the Southern District of New York entered an order lifting the stay of the U.S. enforcement proceedings in the first case (No. 20 Civ. 8954) and consolidating the two enforcement proceedings (No. 20 Civ. 8954 and No. 23 Civ. 05488). Vimeo has filed a Motion for Summary Judgement or, in the Alternative, to Stay the Case.
On April 7, 2023, the Civil Court of Rome published a decision finding in favor of Vimeo and dismissing the third case (No. 59780/2017) in its entirety. On October 9, 2023, RTI served Vimeo with its appeal challenging the court's decision in the third case.

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 rejecting RTI's damage calculation and reserving judgment as to the amount of damages. On November 30, 2022, RTI served a notice of appeal challenging the court's decision on damages.

On June 26, 2024, the parties entered into a settlement agreement to resolve the lawsuits pending in Italy and the consolidated enforcement action pending in New York. The settlement agreement included a payment to the plaintiffs, which did not have a material impact on Vimeo’s financial condition, results of operations, or cash flows. Pursuant to the settlement agreement, on July 12, 2024, the parties filed a Joint Stipulation of Dismissal of the consolidated enforcement action in the Southern District of New York (No. 23 Civ. 05488), and the case is now closed. On July 18, 2024, the parties filed Joint Stipulations of Dismissal to resolve the cases pending in the Civil Court of Rome (No. 74775/2017), the Rome Court of Appeals (Nos. 6536/2022 and 5033/2023), and the Italian Supreme Court of Cassation (Nos. 26719/2022 and 856/2024). The Civil Court of Rome and the Rome Court of Appeals have dismissed the cases pending before them. The Italian Supreme Court of Cassation dismissed the first case (No. 26719/2022), and the second case (No. 856/2024) remains pending.

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 and damages to be quantified in a separate proceeding. Additionally, the complaint seeks potential penalties of € per day of delay in removing unauthorized works after receipt of a court order to do so, if applicable. 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. The parties have exchanged briefs, and the claims hearing scheduled for October 16, 2024 has been rescheduled for October 8, 2025.
NOTE 14—
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
million and $ million included in "Accrued expenses and other current liabilities," respectively, and a non-current lease liability of $ million and $ million included in "Other long-term liabilities," respectively, related to the West 34th Street Sublease in the accompanying consolidated balance sheet. Rent expense for the years ended December 31, 2024, 2023, and 2022 were $ million, $ million, and $ million, respectively.
related charges for the year ended December 31, 2024. The total related charges for the years ended December 31, 2023 and 2022 were $ million and $ million, respectively. At December 31, 2024, Vimeo had a current payable due to IAC of $ million which was included in "Accrued expenses and other current liabilities" in the accompanying consolidated balance sheet and was subsequently paid in January 2025. At December 31, 2023, there was amount due to IAC.

NOTE 15—
% of the first % of a participant’s eligible earnings, subject to IRS limits on the Company’s matching contribution that a participant contributes to the Vimeo Plan. Under the Vimeo Plan, the Company’s common stock is not an available investment option. Vimeo incurred costs related to matching contributions to the Vimeo Plan of $ million, $ million, and $ million for the years ended December 31, 2024, 2023, and 2022, respectively.
million, $ million, and $ million for the years ended December 31, 2024, 2023, and 2022, respectively.
NOTE 16—
 $ $ $ Restricted cash included in other current assets    Total cash and cash equivalents and restricted cash as shown on the consolidated statement of cash flows$ $ $ $ 
____________________
(a)    Restricted cash consisted of a deposit related to a lease.
(b)    Restricted cash consisted of a deposit related to corporate credit cards.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 $ Other current assets  Prepaid expenses and other current assets$ $ 

Accrued Expenses and Other Current Liabilities
 $ 
Other accrued expenses and current liabilities(a)
  Accrued expenses and other current liabilities$ $ 
____________________
(a)    As of December 31, 2024 and 2023, includes $ million and $ million, respectively, related to the operating lease agreements as described in "Note 14—Related Party Transactions."
Other Income, net
 $ $ Foreign exchange gains, net   Loss on the sale of an asset () Other, net   Other income, net$ $ $ 

Supplemental Disclosure of Cash Flow Information
 $()$()Income tax payments()()()Income tax refunds$ $ $ 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 17—
%, %, and %, respectively. One-time termination benefits provided as part of the restructuring plans include severance, continuation of health insurance coverage and other benefits for a specified period of time, which resulted in $ million, $ million, and $ million of restructuring costs for the years ended December 31, 2024, 2023, and 2022, respectively.  $ $ Research and development expense   Sales and marketing expense   General and administrative expense   Total$ $ $ 
At December 31, 2024, all payments under the restructuring plans have been made.
NOTE 18—
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VIMEO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 $ $ Less:Hosting   Compensation and other employee-related   Advertising   
Other segment items (a) (b)
   Segment net earnings (loss)  ()Adjusting items   Net earnings (loss)$ $ $()_____________________
(a)    Other segment items primarily include stock-based compensation expense, credit card processing fees, software license and maintenance costs, fees for professional services, and rent expense and facility costs.
(b)    Other segment items also include "Depreciation ", "Amortization of intangibles", "Interest expense ", "Other income, net" (as detailed in in Note 16—Financial Statement Details), and "Income tax provision", which are the same as the amounts in the accompanying consolidated statement of operations as the Company operates as a single operating segment.

66

Schedule II
VIMEO, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS

 $ (a)$ $()(b)$ Deferred tax valuation allowance ()(c) (d)  2023Allowance for credit losses$ $ (a)$ $()(b)$ Deferred tax valuation allowance ()(e)()(d)  2022Allowance for credit losses$ $ (a)$ $()(b)$ Deferred tax valuation allowance  (f) (g)  
_____________________
(a)    Additions to the allowance for credit losses are charged to expense.
(b)    Write-off of reserved accounts receivable, net of recoveries.
(c)    Amount is due primarily to tax credit and NOL utilization offset with deferred tax assets for capitalized research and development expenses.
(d)    Amount is due primarily to currency translation adjustments on foreign NOLs.
(e)    Amount is due primarily to federal and state NOL utilization, partially offset by deferred tax assets for capitalized research and development expenses.
(f)    Amount is due primarily to deferred tax assets for capitalized research and development expenses, partially offset by federal and state NOL utilization.
(g)    Amount is due primarily to the change in attributes resulting from the final Spin-off allocation.

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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company monitors and evaluates on an ongoing basis its disclosure controls and procedures and internal control over financial reporting in order to improve their overall effectiveness. In the course of these evaluations, the Company modifies and refines its internal processes as conditions warrant.
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Vimeo's management, including its principal executive and principal financial officers, or persons performing similar functions, evaluated the effectiveness of the Company's disclosure controls and procedures as defined by Rule 13a-15(e) under the Exchange Act. Based on this evaluation, management has concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by this report.
Management’s Annual Report on Internal Control Over Financial Reporting
Vimeo management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) for the Company. Vimeo’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. In making this assessment, Vimeo management used the criteria for effective internal control over financial reporting described in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this assessment, management has determined that, as of December 31, 2024, the Company’s internal control over financial reporting is effective. The effectiveness of the Company's internal control over financial reporting as of December 31, 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their attestation report, included herein.
Changes in Internal Control over Financial Reporting
There was no change in Vimeo's internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fiscal quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, Vimeo's internal control over financial reporting.
Limitations on the Effectiveness of Disclosure Controls and Procedures
In designing and evaluating the disclosure controls and procedures, Vimeo's management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.


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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Vimeo, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Vimeo, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Vimeo, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive operations, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 19, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

New York, New York
February 19, 2025
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Item 9B. Other Information

During our fiscal quarter and year ended December 31, 2024, of Vimeo's directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) entered into, modified (as to amount, price or timing of trades) or terminated (i) contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information or (ii) non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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PART III
The information required by Part III (Items 10, 11, 12, 13 and 14) is incorporated by reference to our definitive Proxy Statement to be used in connection with our 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”), as set forth below in accordance with General Instruction G(3) of Form 10-K.
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item will be included in our 2025 Proxy Statement and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by this Item will be included in our 2025 Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item will be included in our 2025 Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item will be included in our 2025 Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
The information required by this Item will be included in our 2025 Proxy Statement and is incorporated herein by reference.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) List of documents filed as part of this Report:

(1) Consolidated Financial Statements of Vimeo
Report of Independent Registered Public Accounting Firm: (PCAOB ID: ).
Consolidated Balance Sheet as of December 31, 2024 and 2023.
Consolidated Statement of Operations for the Years Ended December 31, 2024, 2023 and 2022.
Consolidated Statement of Comprehensive Operations for the Years Ended December 31, 2024, 2023 and 2022.
Consolidated Statement of Shareholders' Equity for the Years Ended December 31, 2024, 2023 and 2022.
Consolidated Statement of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022.
Notes to Consolidated Financial Statements.

(2) Consolidated Financial Statement Schedule of Vimeo

Schedule
Number
IIValuation and Qualifying Accounts.
         
All other financial statements and schedules not listed have been omitted since the required information is either included in the Consolidated Financial Statements or the notes thereto, is not applicable or is not required.


(3) Exhibits

Exhibit No.Description of DocumentLocation
2.1*Separation Agreement, by and between IAC/InterActiveCorp and Vimeo, Inc., dated May 24, 2021
2.2*Amended and Restated Agreement and Plan of Merger, dated as of March 12, 2021 by and among Vimeo, Inc., Stream Merger Sub, Inc. and Vimeo.com, Inc.
3.1
Amended and Restated Certificate of Incorporation of Vimeo, Inc.
3.2
Amended and Restated By-laws of Vimeo, Inc.
4.1Description of Securities
10.1*Transition Services Agreement by and between IAC/InterActiveCorp and Vimeo, Inc., dated as of May 24, 2021
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Exhibit No.Description of DocumentLocation
10.2*Employee Matters Agreement by and between IAC/InterActiveCorp and Vimeo, Inc., dated as of May 24, 2021
10.3*Tax Matters Agreement by and between IAC/InterActiveCorp and Vimeo, Inc., dated as of May 24, 2021
10.4#
Vimeo, Inc. 2021 Stock and Annual Incentive Plan, as amended and restated on June 6, 2023
10.5#
Vimeo, Inc. Deferred Compensation Plan for Non-Employee Directors
10.6#
Amended and Restated Restricted Stock Agreement, dated as of March 20, 2023, by and between Vimeo, Inc. and Joseph M. Levin
10.7#Offer Letter between Gillian Munson and Vimeo.com, Inc., dated as of April 2, 2022
10.8#Offer Letter between Adam Gross and the Company, dated as of July 4, 2023
10.9#Offer Letter between Philip Moyer and the Company, dated as of March 26, 2024
19.1
21.1List of Subsidiaries of Vimeo, Inc.
23.1Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
31.1Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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Exhibit No.Description of DocumentLocation
97.1Policy for Recoupment of Incentive Compensation
101.INSInline XBRL InstanceFiled herewith.
101.SCHInline XBRL Taxonomy Extension SchemaFiled herewith.
101.CALInline XBRL Taxonomy Extension CalculationFiled herewith.
101.DEFInline XBRL Taxonomy Extension DefinitionFiled herewith.
101.LABInline XBRL Taxonomy Extension LabelsFiled herewith.
101.PREInline XBRL Taxonomy Extension PresentationFiled herewith.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
#Management contract or compensatory plan or arrangement
*
Portions of this exhibit have been omitted because such information is both: (i) not material to the Registrant and (ii) would be competitively harmful if publicly disclosed.
**The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates them by reference.
Item 16. Form 10-K Summary

None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
February 19, 2025VIMEO, INC.
By:/s/ Gillian Munson
Name:Gillian Munson
Title:Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gillian Munson and Jessica Tracy, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the Company and in the capacities indicated and on February 19, 2025:
Signature    Title
/s/ Philip MoyerChief Executive Officer & Director
Philip Moyer(Principal Executive Officer)
/s/ Gillian MunsonChief Financial Officer
Gillian Munson(Principal Financial Officer and Principal Accounting Officer)
/s/ Glenn SchiffmanChairman of the Board of Directors
Glenn Schiffman
/s/ Adam GrossDirector
Adam Gross
/s/ Alesia J. HaasDirector
Alesia J. Haas
/s/ Jay HerrattiDirector
Jay Herratti
/s/ Ida KaneDirector
Ida Kane
/s/ Mo KoyfmanDirector
Mo Koyfman
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Signature    Title
/s/ Alexander von FurstenbergDirector
Alexander von Furstenberg
76

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