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| Other long-term liabilities | | | | | |
| Total liabilities | | | | | |
| Commitments and Contingencies (Note 10) | | | |
| Redeemable noncontrolling interests | | | | | |
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Common stock, $ par value: | | | |
Authorized shares - and | | | |
Issued and outstanding shares - and | | | | | |
| Additional paid-in capital | | | | | |
| Accumulated other comprehensive loss | () | | | () | |
| Accumulated deficit | () | | | () | |
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))) | | | | $ | | | | $ | | |
(1)
See accompanying Notes to Consolidated Financial Statements.
| | | | | | | | | | | | | | | | | |
| UNITY SOFTWARE INC. |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (In thousands) |
| | | |
| Year Ended December 31, |
| 2023 | | 2022 | | 2021 |
| Operating activities | | | | | |
| Net loss | $ | () | | | $ | () | | | $ | () | |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | | | | | |
| Depreciation and amortization | | | | | | | | |
| |
| Stock-based compensation expense | | | | | | | | |
| Other | | | | | | | | |
| Changes in assets and liabilities, net of effects of acquisitions: | | | | | |
| Accounts receivable, net | | | | () | | | () | |
| Prepaid expenses and other | | | | () | | | () | |
| Other assets | | | | | | | | |
| Accounts payable | () | | | () | | | | |
| Accrued expenses and other | () | | | () | | | | |
| Publisher payables | () | | | () | | | | |
| Other long-term liabilities | () | | | () | | | () | |
| Deferred revenue | () | | | | | | | |
| Net cash provided by (used in) operating activities | | | | () | | | () | |
| Investing activities | | | | | |
| Purchases of short-term investments | () | | | () | | | () | |
| Proceeds from sales of short-term investments | | | | | | | | |
| Proceeds from principal repayments and maturities of short-term investments | | | | | | | | |
| Purchases of non-marketable investments | () | | | () | | | () | |
| Sales of non-marketable investments | | | | | | | | |
| Purchases of property and equipment | () | | | () | | | () | |
| Business acquisitions, net of cash acquired | | | | | | | () | |
| Net cash provided by (used in) investing activities | | | | | | | () | |
| Financing activities | | | | | |
| Proceeds from issuance of convertible notes | | | | | | | | |
| Purchase of capped calls | | | | | | | () | |
| |
| |
| Payment of debt issuance costs | | | | () | | | () | |
| Capital contribution from noncontrolling interest holders | | | | | | | | |
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(1) Due to the highly liquid nature of our investments, amortized cost approximates fair value.
We did not recognize any credit losses related to our available-for-sale debt securities during the year ended December 31, 2022.
There were no material realized or unrealized gains or losses, either individually or in the aggregate, during the years ended December 31, 2023 and 2022. During the year ended December 31, 2022, we sold the entirety of our available-for-sale debt securities portfolio. During the year ended December 31, 2023, we sold the remainder of our short-term investments.
Nonrecurring Fair Value Measurements
We hold equity investments in certain unconsolidated entities without a readily determinable fair value. These strategic investments represent less than a % ownership interest in each of the entities, and we do not have significant influence over or control of the entities. We use the measurement alternative to account for adjustments to these investments for observable transactions for the same or
million and $ million, respectively. No adjustments to the carrying value of these equity investments were recorded for the year ended December 31, 2023 and 2022.4.
% in Unity China for cash consideration of $ million. Under the agreement and pursuant to certain conditions that include successfully completing an initial public offering of Unity China at a valuation greater than ¥ billion CNY, the investors have the option to require us to repurchase their interest at a redemption value based on the greater of Unity China's then current equity fair value or a guaranteed floor value in the aggregate amount of ¥ billion CNY. The redeemable noncontrolling interests are initially measured at its issuance date fair value and then adjusted for its proportionate net income or loss and accreted to its estimated redemption value through the applicable redemption date, which is August 2027. We valued the combination of the investors' equity interest in Unity China and their redemption right at approximately $ million, on the issuance date. The investors' equity interest was valued using a discounted cash flow analysis and market approach. The redemption right was valued using the Black-Scholes option-pricing model adjusted for probabilities of successfully completing an initial public offering. The difference between the fair value of the redeemable noncontrolling interests and cash consideration received was recognized as a customer incentive, as the equity interest holders are also customers. The customer incentive will be amortized against revenue over the term of the redemption right.Subsequent and contingent to the initial investment from third-party investors, a management investor contributed $ million for an ownership interest of % with no redemption rights.
The results of Unity China are included in our consolidated financial statements, and the redeemable noncontrolling interests are recorded as temporary equity on our consolidated balance sheet.
| | $ | | | | Initial fair value measurement of investors' equity interest and redemption right | | | | | |
| Net loss attributable to redeemable noncontrolling interests | () | | | () | |
| Accretion for redeemable noncontrolling interests | | | | | |
| Foreign currency translation and foreign exchange adjustments for redeemable noncontrolling interests | () | | | () | |
| Balance at end of period | $ | | | | $ | | |
5.
billion payable primarily in stock. The purchase consideration was primarily allocated to goodwill of approximately $ billion and intangible assets of approximately $ billion. These acquisitions were strategic in nature, and primarily enhanced Unity's Grow offerings. The revenue and earnings of the acquired businesses have been included in our results since the acquisition dates.2021 Acquisitions
During the year ended December 31, 2021, we completed the acquisitions of certain companies for a total purchase consideration of approximately $ billion payable in cash and stock. The purchase consideration was primarily allocated to goodwill of approximately $ billion and intangible assets of approximately $ million. These acquisitions were strategic in nature as they enhanced our product offerings. The revenue and earnings of the acquired businesses have been included in our results since the acquisition date.
6.
| | Goodwill acquired | | |
| Measurement period adjustment | | |
| Balance as of December 31, 2022 | | |
| Goodwill acquired | | |
| Measurement period adjustment | () | |
| Balance as of December 31, 2023 | $ | | |
| $ | | | | $ | () | | | $ | | | | Customer relationships | | | | | | () | | | | |
| Trademark | | | | | | () | | | | |
Contractual relationship (2) | | | | | | | | | | |
| Total intangible assets | | | $ | | | | $ | () | | | $ | | |
| | | | | | | |
| As of December 31, 2022 |
| Weighted-Average Useful Life (1) (In Years) | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
| Developed technology | | | $ | | | | $ | () | | | $ | | |
| Customer relationships | | | | | | () | | | | |
| Trademark | | | | | | () | | | | |
| Contractual relationship | | | | | | () | | | | |
| Total intangible assets | | | $ | | | | $ | () | | | $ | | |
(1) Based on weighted-average useful life remaining.
(2) Decrease in 2023, due to amendment of our Wētā FX Limited agreement.
| | $ | | | | $ | | | | | 2025 | | |
| 2026 | | |
| 2027 | | |
| 2028 | | |
| Thereafter | | |
| Total | $ | | |
7.
| | $ | | | | Software, computers, and other hardware | | | | | |
| Furniture | | | | | |
|
|
| Capital projects in progress | | | | | |
| Total gross property and equipment | | | | | |
| Accumulated depreciation and amortization | () | | | () | |
| Property and equipment, net | $ | | | | $ | | |
The following table presents the depreciation and amortization of property and equipment included on our consolidated statements of operations (in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2023 | | 2022 | | 2021 |
| Depreciation and amortization expense | $ | | | | $ | | | | $ | | |
| | $ | | | | Canada | | | | | |
| United Kingdom | | | | | |
|
EMEA, excluding United Kingdom (1) | | | | | |
|
Other (1) | | | | | |
| Total long-lived assets, net | $ | | | | $ | | |
(1) No individual country, other than those disclosed above, exceeded 10% of our total long-lived assets, net, for any period presented.
| | $ | | | | Accrued compensation | | | | | |
| Income and other taxes payable | | | | | |
| Accrued expenses and other | $ | | | | $ | | |
8.
, some of which include options to extend the lease with renewal terms from one to . Some leases include an option to terminate the lease for up to from the lease commencement date. | | $ | | | |
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| () | | | $ | () | | | $ | () | |
| | $ | | | | $ | () | | | State | | | | | | | | |
| Foreign | | | | | | | | |
| Total current tax expense (benefit) | | | | | | | | |
| Deferred: | | | | | |
| Federal | | | | | | | () | |
| State | () | | | () | | | () | |
| Foreign | () | | | () | | | () | |
| Total deferred tax expense (benefit) | () | | | () | | | () | |
| Total tax provision | $ | | | | $ | | | | $ | | |
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Table of Contents | | Unity Software Inc. |
) | | $ | () | | | $ | () | | | Changes in income taxes resulting from: | | | | | |
| State tax expense, net of federal benefit | () | | | | | | () | |
| Foreign income taxed at different rates | | | | | | | | |
| Federal research and development credits | () | | | () | | | () | |
| Stock-based compensation | | | | | | | () | |
| Tax effects of restructuring | () | | | | | | | |
| Base-erosion and anti-abuse tax | | | | | | | | |
| Change in valuation allowance | | | | () | | | | |
| Other | () | | | | | | | |
| Total tax provision | $ | | | | $ | | | | $ | | |
(1) Certain prior year amounts have been reclassified to conform to current year presentation.Our income tax provision for the year ended December 31, 2023 was primarily driven by losses that cannot be benefited due to the valuation allowance on U.S., Denmark, United Kingdom ("U.K."), China, and Canada entities, and to a lesser extent, foreign earnings taxed at different tax rates. In addition, we undertook certain tax restructuring efforts during the first quarter of 2023 that enhanced our ability to offset deferred tax liabilities in the U.S. in future periods, thereby partially reducing the need for a valuation allowance.
Our income tax provision for the year ended December 31, 2022 was primarily driven by the earnings of our foreign subsidiaries, which are taxed at rates that differ from the U.S. statutory rate, losses that cannot be benefited due to the valuation allowance against the net deferred tax assets of our United States, Denmark, U.K., and China entities, base-erosion and anti-abuse tax ("BEAT") mainly arising as a result of the U.S. mandatory research and development capitalization rules. Following our acquisition of ironSource, the Company undertook certain tax restructuring efforts as part of the integration of the acquired business. As a result of the restructuring, we recognized $ million of US federal and state deferred tax liabilities, which reduce our need for a valuation allowance in the U.S., except for timing differences that resulted in $ million of income tax expense.
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Table of Contents | | Unity Software Inc. |
| | $ | | | | Tax credits | | | | | |
| Stock-based compensation | | | | | |
| Capitalized R&D expenditures | | | | | |
| Operating lease liabilities | | | | | |
| Other | | | | | |
| Gross deferred tax assets | | | | | |
| Valuation allowance | () | | | () | |
| Total deferred tax assets | | | | | |
| Deferred tax liabilities: | | | |
| Intangible Asset | () | | | () | |
| Operating lease ROU assets | () | | | () | |
| Total deferred tax liabilities | () | | | () | |
| Net deferred tax assets | $ | () | | | $ | () | |
In the tax years ended December 31, 2023 and 2022, we capitalized certain research and development costs incurred by our U.S. and foreign subsidiaries, which resulted in a deferred tax assets of $ million and $ million respectively. These deferred tax assets associated with capitalized research and development costs are offset by valuation allowances and future taxable temporary differences.
The realization of deferred tax assets is dependent upon the generation of sufficient taxable income of the appropriate character in future periods. We regularly assess the ability to realize our deferred tax assets and establish a valuation allowance if it is more-likely-than-not that some portion of the deferred tax assets will not be realized. We weigh all available positive and negative evidence, including our earnings history and results of recent operations, scheduled reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies. Due to the weight of objectively verifiable negative evidence, including our history of losses, we believe that it is more likely than not that our U.S. federal, state, and certain foreign deferred tax assets will not be realized as of December 31, 2023 and 2022, and as such, we have maintained a valuation allowance against such deferred tax assets.
In the event we determine that we will be able to realize all or part of our net deferred tax assets in the future, the valuation allowance against deferred tax assets will be reversed in the period in which we make such determination. The release of a valuation allowance against deferred tax assets may cause greater volatility in the effective tax rate in the periods in which the valuation allowance is released. The valuation allowance against our U.S. federal, state and foreign deferred tax assets increased by $ million and $ million in the years ended December 31, 2023 and 2022, respectively. The increase in the valuation allowance in the years ended December 31, 2023 and 2022 was primarily related to deferred tax assets for which insufficient positive evidence exists to support their realizability, including NOL carryforwards, capitalized research and development expenses, and credits for research and development.
Our NOL carryforwards for U.S. federal, state, and foreign purposes were $ million, $ million, and $ million, respectively, with most of our foreign NOL carryforward balances arising from Denmark and the U.K. jurisdictions. The U.S. federal, state, and foreign NOL carryforwards, if not utilized, will begin to expire in 2032, 2025, and 2025, respectively. Our U.S. federal, state, and foreign research and development credit carryforwards were $ million, $ million and $ million,
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Table of Contents | | Unity Software Inc. |
| | $ | | | | $ | | | | Gross increases for tax positions taken in prior years | | | | | | | | |
| Gross decreases for tax positions taken in prior years | () | | | () | | | () | |
| Gross increases for tax positions taken in current year | | | | | | | | |
| Acquired tax positions | | | | | | | | |
| Reductions resulting from lapses of statues of limitations | () | | | () | | | () | |
| Foreign exchange gains and losses | | | | () | | | () | |
| Unrecognized tax benefits, ending balance | $ | | | | $ | | | | $ | | |
As of December 31, 2023 and 2022, we had unrecognized tax benefits of $ million and $ million, respectively, of which $ million and $ million would affect the effective tax rate if recognized. We recognize interest and penalties related to our unrecognized tax benefits within our provision for income taxes. The amount of interest and penalties accrued as of December 31, 2023 and 2022 were $ million and $ million, respectively.
We are subject to taxation in the United States and various other state and foreign jurisdictions. The material jurisdictions in which we are subject to potential examination include the United States, Denmark, and Israel. Our 2012 and subsequent tax years remain open to examination by the Internal Revenue Service. Our 2019 and subsequent tax years remain open to examination in Israel and Denmark.
We believe that adequate amounts have been reserved in accordance with ASC 740 for any adjustments to the provision for income taxes or other tax items that may ultimately result from examinations. The timing of the resolution, settlement, and closure of any audits is highly uncertain, and it is reasonably possible that the balance of gross unrecognized tax benefits could significantly change in the next 12 months. Given the number of years remaining that are subject to examination, we are unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits. If the taxing authorities prevail in the assessment of additional tax due, the assessed tax, interest, and penalties, if any, could have a material adverse impact on our financial position, results of operations, or cash flows.
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14.
| | | | | | | | Stock options | | | | | | | | |
| Unvested RSUs and PVUs | | | | | | | | |
15.
% of our workforce, and we mutually agreed to the departure of the founders of ironSource Ltd. In total, we currently estimate that we will incur approximately $ million in employee separation costs, primarily in the first quarter of 2024, in connection with these decisions, largely driven by the modification of equity awards.Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
We maintain "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Securities and Exchange Act of 1934, as amended ("Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act"), as of December 31, 2023.
Based on our evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2023, our disclosure controls and procedures were effective at a reasonable level.
(b) Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway
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Table of Contents | | Unity Software Inc. |
Commission in Internal Control—Integrated Framework (2013). Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.
The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report, which appears in this Item under the heading "Report of Independent Registered Public Accounting Firm."
(c) Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2023 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
(d) Limitations on Effectiveness of Controls and Procedures and Internal Control Over Financial Reporting
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, our management, including our principal executive officer and principal financial officer, recognizes that any control and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Further, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
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Table of Contents | | Unity Software Inc. |
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Unity Software Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Unity Software Inc.’s internal control over financial reporting as of December 31, 2023, 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, Unity Software Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, 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 sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 29, 2024 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 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.
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Table of Contents | | Unity Software Inc. |
/s/ Ernst & Young LLP
San Francisco, California
February 29, 2024
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Table of Contents | | Unity Software Inc. |
Item 9B. Other Information
Rule 10b5-1 Trading Plans
or of contracts, instructions or written plans for the purchase or sale of our securities by our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) for the three months ended December 31, 2023, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, were as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Title | | Action | | Date | | Expiration Date | | Aggregate # of Securities to be Purchased/Sold |
(1) | |
| |
| | | | August 21, 2024 | | |
(1) Mr. Riccitiello and his spouse terminated the plan, which provided for the potential exercise of vested stock options and associated sale of up to shares of our common stock, of which options and options were contemplated to be exercised and sold on behalf of Mr. Riccitiello and his spouse, respectively. The plan would have expired on August 21, 2024, or upon the earlier completion of all authorized transactions under the plan.
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not applicable.
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Table of Contents | | Unity Software Inc. |
PART III
Certain information required by Part III is incorporated herein by reference to our definitive proxy statement for our 2024 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the year ended December 31, 2023 (the "Proxy Statement").
Item 10. Directors, Executive Officers, and Corporate Governance
We maintain a Global Code of Conduct and Ethics that incorporates our code of ethics applicable to all employees, including all directors and executive officers. Our Global Code of Conduct and Ethics is published on our Investor Relations website at investors.unity.com under "Governance Documents." We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendments to, or waiver from, a provision of our Global Code of Conduct and Ethics by posting such information on the website address and location specified above.
The remaining information required by this item is incorporated herein by reference to the Proxy Statement.
Item 11. Executive Compensation
The information required by this item is incorporated herein by reference to information contained in the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated herein by reference to information contained in the Proxy Statement, including "Equity Compensation Plan Information" and "Security Ownership of Certain Beneficial Owners and Management."
Item 13. Certain Relationships and Related Transactions and Director Independence
The information required by this item is incorporated herein by reference to information contained in the Proxy Statement.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated herein by reference to information contained in the Proxy Statement.
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Table of Contents | | Unity Software Inc. |
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)The following documents are filed as a part of this Annual Report on Form 10-K:
(1)Consolidated Financial Statements.
Our Consolidated Financial Statements are listed in the "Index to Consolidated Financial Statements" under Part II, Item 8 of this Annual Report on Form 10-K.
(2)Financial Statement Schedules.
Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes herein.
(3)Exhibits.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time
EXHIBIT INDEX
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Incorporated by Reference |
| Exhibit Number | | Description of Exhibit | | Form | | File Number | | Exhibit | | Filing Date |
| | | | | | | | | | |
| | | | | | | | | | |
2.1 | | | | 8-K | | 001-39497 | | 2.1 | | July 15, 2022 |
| 3.1 | | | | 8-K | | 001-39497 | | 3.1 | | September 22, 2020 |
| | | | | | | | | | |
| 3.2 | | | | 8-K | | 333-248255 | | 3.2 | | September 8, 2023 |
| | | | | | | | | | |
| 4.1 | | | | S-1/A | | 333-248255 | | 4.1 | | September 9, 2020 |
| | | | | | | | | | |
| 4.2 | | | | S-1 | | 333-248255 | | 4.2 | | August 24, 2020 |
| | | | | | | | | | |
| 4.3 | | | | 10-K | | 011-39497 | | 4.3 | | March 5, 2021 |
| | | | | | | | | | |
| 4.4 | | | | 8-K | | 001-39497 | | 4.1 | | November 19, 2021 |
| | | | | | | | | | |
| 4.5 | | | | 8-K | | 011-39497 | | 4.2 | | November 19, 2021 |
| 4.6 | | | | 8-K | | 011-39497 | | 4.1 | | November 8, 2022 |
| | | | | | | | | | |
| 4.7 | | | | 8-K | | 011-39497 | | 4.1 | | November 8, 2022 |
| | | | | | | | | | |
| 10.1† | | | | 10-Q | | 001-39497 | | 10.1 | | November 13, 2020 |
| | | | | | | | | | |
| 10.2† | | | | 10-Q | | 001-39497 | | 10.2 | | November 13, 2020 |
| | | | | | | | | | |
| 10.3*† | | | | 10-Q | | 001-39497 | | 10.1 | | November 9, 2023 |
| | | | | | | | | | |
| 10.4† | | | | S-1/A | | 333-248255 | | 10.5 | | September 9, 2020 |
| | | | | | | | | | |
| 10.5† | | | | S-1/A | | 333-248255 | | 10.1 | | September 9, 2020 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Incorporated by Reference |
| Exhibit Number | | Description of Exhibit | | Form | | File Number | | Exhibit | | Filing Date |
| | | | | | | | | | |
| 10.6† | | | | 8-K | | 011-39497 | | 99.1 | | March 22, 2022 |
| | | | | | | | | | |
| 10.7† | | | | 8-K | | 001-39497 | | 10.1 | | October 10, 2023 |
| | | | | | | | | | |
| 10.8† | | | | S-1 | | 333-248255 | | 10.16 | | August 24, 2020 |
| | | | | | | | | | |
| 10.9 | | Office Lease, dated November 25, 2015, by and between 26 Third Street (SF) Owner, LLC, and Unity Technologies SF, as amended by (i) the First Amendment to Office Lease, dated January 23, 2017, by and between 26 Third Street (SF) Owner, LLC, and Unity Technologies SF, and (ii) the Second Amendment to Office Lease, dated August 1, 2018, by and between 26 Third Street (SF) Owner, LLC, and Unity Technologies SF | | S-1 | | 333-248255 | | 10.7 | | August 24, 2020 |
| | | | | | | | | | |
| | | | | | |
| | | | | | |
10.10 | | | | 8-K | | 001-39497 | | 10.1 | | November 19, 2021 |
| | | | | | | | | | |
10.11† | | | | 8-K | | 001-39497 | | 10.2 | | October 10, 2023 |
| | | | | | | | | | |
10.12† | | | | S-1 | | 333-248255 | | 10.14 | | August 24, 2020 |
| | | | | | | | | | |
10.13† | | | | S-1 | | 333-248255 | | 10.15 | | August 24, 2020 |
| | | | | | | | | | |
10.14† | | | | 10-Q | | 001-39497 | | 10.1 | | May 12, 2021 |
| | | | | | | | | | |
10.15† | | | | 8-K | | 001-39497 | | 10.1 | | March 17, 2021 |
| | | | | | | | | | |
10.16† | | | | 10-K | | 001-39497 | | 10.17 | | February 27, 2023 |
| | | | | | 001-39497 | | | | |
10.17† | | | | 10-K | | 001-39497 | | 10.18 | | February 27, 2023 |
| | | | | | | | | | |
10.18 | | | | 8-K | | 001-39497 | | 10.1 | | November 7, 2022 |
| | | | | | | | | | |
10.19 | | | | 8-K | | 001-39497 | | 10.3 | | July 15, 2022 |
| | | | | | | | | | |
10.20† | | | | 10-Q | | 001-39497 | | 10.2 | | November 9, 2023 |
| | | | | | | | | | |
10.21 | | | | S-1 | | 333-248255 | | 10.12 | | August 24, 2020 |
| | | | | | | | | | |
10.22 | | | | 10-Q | | 001-39497 | | 10.1 | | May 10, 2023 |
| 21.1* | | | | | | | | | | |
| | | | | | | | | | |
| 23.1* | | | | | | | | | | |
| | | | | | | | | | |
| 24.1* | | | | | | | | | | |
| | | | | | | | | | |
| 31.1* | | | | | | | | | | |
| | | | | | | | | | |
| 31.2* | | | | | | | | | | |
| | | | | | | | | | |
| 32.1*# | | | | | | | | | | |
| | | | | | | | | | |
97.1* | | | | | | | | | | |
| | | | | | | | | | |
| 101.INS | | Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Incorporated by Reference |
| Exhibit Number | | Description of Exhibit | | Form | | File Number | | Exhibit | | Filing Date |
| 101.SCH* | | Inline XBRL Taxonomy Extension Schema Document | | | | | | | | |
| | | | | | | | | | |
| 101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | |
| | | | | | | | | | |
| 101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | |
| | | | | | | | | | |
| 101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | |
| | | | | | | | | | |
| 101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | |
| | | | | | | | | | |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | | | | | | | | |
| | | | | | | | | | |
| * | | Filed herewith. |
| | | | | | | | | | |
| † | | Indicates management contract or compensatory plan. |
| | | | | | | | | | |
| # | | The certifications attached as Exhibit 32.1 accompany this Annual Report on Form 10-K pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed "filed" by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, irrespective of any general incorporation language contained in any such filing. |
(b)Exhibits.
See Exhibit Index included in Item 15(a) of this Annual Report on Form 10-K.
(c)Financial Statement Schedules.
All schedules have been omitted because they are not required, not applicable, or not present in amounts sufficient to require submission of the schedule.
Item 16. Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | | | | | | | |
| | UNITY SOFTWARE INC. |
| | | |
| Date: February 29, 2024 | | By: | /s/ Luis Visoso |
| | | Luis Visoso |
| | | Executive Vice President and Chief Financial Officer |
| | | (Principal Financial Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James Whitehurst, Luis Visoso, and Nora Go, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this 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 to 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 his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
| Signature | | Title | | Date |
| | | |
| /s/ James Whitehurst | | Interim President and Chief Executive Officer | | February 29, 2024 |
| James Whitehurst | | (Principal Executive Officer) | |
| | | | |
| /s/ Luis Visoso | | Executive Vice President and Chief Financial Officer | | February 29, 2024 |
| Luis Visoso | | (Principal Financial Officer) | |
| | | | |
| /s/ Mark Barrysmith | | Chief Accounting Officer | | February 29, 2024 |
| Mark Barrysmith | | (Principal Accounting Officer) | |
| | | | |
| /s/ Roelof Botha | | Chairman of the Board | | February 29, 2024 |
| Roelof Botha | | | | |
| | | | |
| /s/ Tomer Bar-Zeev | | Director | | February 29, 2024 |
| Tomer Bar-Zeev | | | |
| | | | |
| /s/ Mary Schmidt Campbell | | Director | | February 29, 2024 |
| Mary Schmidt Campbell, Ph.D. | | | | |
| | | |
| /s/ Shlomo Dovrat | | Director | | February 29, 2024 |
| Shlomo Dovrat | | | | |
| | | | |
| /s/ Egon Durban | | Director | | February 29, 2024 |
| Egon Durban | | | |
| | | | |
| /s/ David Helgason | | Director | | February 29, 2024 |
| David Helgason | | | |
| | | | |
| /s/ David Kostman | | Director | | February 29, 2024 |
| David Kostman | | | | |
| | | | |
| /s/ Michelle Lee | | Director | | February 29, 2024 |
| Michelle Lee | | | | |
| | | | |
| /s/ Barry Schuler | | Director | | February 29, 2024 |
| Barry Schuler | | | | |
| | | | |
| /s/ Robynne Sisco | | Director | | February 29, 2024 |
| Robynne Sisco | | | | |
| | | | |
| /s/ Keisha Smith | | Director | | February 29, 2024 |
| Keisha Smith | | | | |
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