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United States securities and exchange commission logo
January 21, 2021
Gregg Winiarski
Executive Vice President, General Counsel and Secretary
IAC/InterActiveCorp
555 West 18th Street
New York, New York 10011
Re: IAC/InterActiveCorp
Registration
Statement on Form S-4
Filed December 23,
2020
File No. 333-251656
Dear Mr. Winiarski:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Information about SpinCo after the Spin-Off, page 147
1. We note that you serve
a growing community of over 200 million registered users in over
190 countries. Please
revise to disclose how you define a registered user. We refer you to
SEC Release 33-10751.
Recent performance, page 148
2. Please balance the
disclosure in this section by disclosing your net loss for the nine
months ended September
30, 2020.
Gregg Winiarski
FirstName LastNameGregg Winiarski
IAC/InterActiveCorp
Comapany
January 21,NameIAC/InterActiveCorp
2021
January
Page 2 21, 2021 Page 2
FirstName LastName
Trends in Our Favor, page 149
3. Please revise your disclosure to provide the source for your claims in
this section such as:
Social media posts with video attract 10 times more engagement
than those without;
On platforms like LinkedIn, video is shared 20 times more often
than other content
formats;
Video has also been shown to increase clicks, conversion rates
and visitor time-on-
site;
Video-enabled commerce is gaining traction in Asia and
increasingly in the U.S.;
Employees at companies that use video are 75% more likely to
rate employee
engagement highly and 72% more likely to rate productivity
highly;
Over 80% of company leaders intending to permit remote work
some of the time as
employees return to the workplace; and
The average streaming U.S. household pays for nearly four
subscription services.
Management s Discussion and Analysis of Financial Condition and Results of
Operations for
Vimeo
Key Terms, page 160
4. Please disclose how you define a subscriber. For example, clarify
whether you consider
multiple subscriptions for a single user as separate subscriptions or
one subscription. Refer
to Section III.B of SEC Release No. 33-8350.
Management Overview, page 161
5. You disclose that your business depends upon retaining existing
subscribers. Please revise
to disclose your overall subscriber retention rate for each period
presented or tell us why
you do not believe this metric contributes meaningfully to
understanding and evaluating
your company. We refer you to Item 303(a) of Regulation S-K and
Section III.B of SEC
Release 33-8350.
6. We note that your gross margin increased from 59% to 68% during the
nine months ended
September 30, 2020 as compared to the nine months ended September 30,
2019. Please
tell us your consideration of providing enhanced disclosures to
explain the change in gross
margin percentages and whether this is a trend that you expect to
continue in the future.
We refer you to Section III.B of SEC Release 33-8350.
Results of Operations for the Nine Months Ended September 30, 2019 and 2020
Revenue, page 162
7. Please revise to disclose the number of enterprise customers and the
percentage of your
revenue attributable to enterprise contracts.
Gregg Winiarski
FirstName LastNameGregg Winiarski
IAC/InterActiveCorp
Comapany
January 21,NameIAC/InterActiveCorp
2021
January
Page 3 21, 2021 Page 3
FirstName LastName
Vimeo, Inc. and Subsidiaries
Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page K-9
8. You disclose that while some of Vimeo s mobile applications are
generally free to
download from the Apple App and Google Play Stores, many of them are
subscription-
based and all related purchases must be processed through the in-app
payment systems
provided by these stores, for which Vimeo pays these stores a
meaningful share (generally
30% for the first 12 months, and 15% thereafter) of the related
revenue it receives. Please
revise to provide the disclosures required by ASC 606-10- 50-12(c), as
applicable.
9. We note that you offer creators multiple ways to monetize their
content including
monthly, annual, transactional, and pay-per-view monetization options
across the web,
mobile, and connected TV apps. We further note from the Vimeo Seller
Addendum that
you collect revenue from consumers with respect to the sales of their
videos, charge
applicable fees and remit the remaining amounts, less taxes,
chargebacks and related fees,
and refunds to the seller (such net amounts, "Creator Revenue"). Tell
us the amount of
revenues and fees paid to creators with respect to these arrangements
for each period
presented. Provide us your analysis of principal versus agent
considerations to the extent
that revenue recognized from these arrangements is material. We refer
you to ASC 606-
10-55-36 through 55-40.
Note 10. Stock-Based Compensation, page K-21
10. You disclosure that the weighted average grant date fair value of the
shares is $2.14 per
share for stock appreciation right grants made during 2019. Tell us
the per share price of
Vimeo at the last date of grant prior to December 31, 2019. Please
provide us with your
calculation of the weighted average grant date fair value of the
shares made during fiscal
2019.
11. We note from your disclosures on page 172 that Vimeo has reimbursed
IAC for the IAC
shares issued in connection with the settled Vimeo stock appreciation
rights either through
the issuance of common shares of Vimeo stock or in cash. We further
note that in
November and December 2020, Vimeo employees exercised stock settled
stock
appreciation rights with an intrinsic value of approximately $21.4
million, which resulted
in an approximately $11.9 million payment to IAC as reimbursement for
the IAC common
shares issued. Please revise to clarify whether Vimeo issued common
shares to IAC or
paid IAC $11.9 million in cash to reimburse it for the IAC shares
issued upon settlement
of these awards. As part of your response, tell us how you considered
the guidance in
ASC 718-10-25-11.
Gregg Winiarski
FirstName LastNameGregg Winiarski
IAC/InterActiveCorp
Comapany
January 21,NameIAC/InterActiveCorp
2021
January
Page 4 21, 2021 Page 4
FirstName LastName
Note 9. Loss per Share, page K-21
12. Please tell us your consideration separately presenting basic and
diluted earnings per share
for your Class A and Class B common stock. If basic and diluted
earnings per share for
the Class A and Class B common stock are the same, you should provide
transparent
disclosure to that effect on your condensed consolidating statement of
operations and in
your footnote disclosure. We refer you to the guidance in ASC
260-10-45.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Morgan Youngwood, Staff Accountant, at (202) 551-3479 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Jan Woo, Legal Branch Chief, at (202)
551-3453 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Jenna E. Levine