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SECURITIES AND EXCHANGE COMMISSION

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONW ashington, 20549 FORM 10-K(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____Commission File Number: 001-39497 UNITY SOFTWARE INC.(Exact name of registrant as specified in its charter)Delaware27-0334803(State or other jurisdiction ofincorporation or organization)( EmployerIdentification No.)30 3rd StreetSan Francisco, California 94103 3 1 0 4(Address, including zip code, of principal executive offices)(415) 539 3 1 6 2(Registrant's telephone number, including area code) SECURITIES registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each EXCHANGE on which registeredCommon stock, $ par valueUThe New York Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SECURITIES Act.

impact of any future acquisitions, mergers, dispositions, joint ventures or investments. Additional Information Unless the context otherwise requires, all references in this Annual Report on Form 10-K to “we,” “us,” “our,” “our company,” “Unity,” and “Unity Technologies” refer to Unity Software Inc. and its

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Transcription of SECURITIES AND EXCHANGE COMMISSION

1 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONW ashington, 20549 FORM 10-K(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____Commission File Number: 001-39497 UNITY SOFTWARE INC.(Exact name of registrant as specified in its charter)Delaware27-0334803(State or other jurisdiction ofincorporation or organization)( EmployerIdentification No.)30 3rd StreetSan Francisco, California 94103 3 1 0 4(Address, including zip code, of principal executive offices)(415) 539 3 1 6 2(Registrant's telephone number, including area code) SECURITIES registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each EXCHANGE on which registeredCommon stock, $ par valueUThe New York Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SECURITIES Act.

2 Yes o No xIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No xIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SECURITIES EXCHANGE Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No oIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S T ( of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit s u c h files). Yes x No oIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non accelerated filer, a smaller reporting compa n y , o r an emerging growth company.

3 See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b 2 of the Exchang e A c t .Large accelerated filer Accelerated filer Non accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the EXCHANGE Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes No xIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b 2 of the EXCHANGE Act).

4 Y e s No xThe aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of a share of the registrant s common stock on December 31, 2020, as reported by the New York Stock EXCHANGE on that date, was approximately $ billion. The registrant has elected to use December 31, 2020, which was the last trading date of the registrant s most recently completed fiscal year, as the calculation date because the registrant was a privately held company on June 30, 2020 (the last business day of the registrant s second fiscal quarter). This calculation also does not reflect a determination that certain persons are affiliates of the registrant for any other of February 26, 2021, there were 277,904,478 shares of the registrant s common stock INCORPORATED BY REFERENCEP ortions of the registrant s definitive proxy statement for the 2021 Annual Meeting of Stockholders, which will be filed with the SECURITIES and EXCHANGE COMMISSION within 120 days after the registrant's fiscal year ended December 31, 2020, are incorporated by reference into Part III of this Annual Report on Form 10-K where SOFTWARE 1 0 KFor the Year Ended December 31, 2020 TABLE OF CONTENTSPagePART IItem Factors17 Item Staff Comments62 Item Proceedings62 Item Safety Disclosures62 PART IIItem For Registrant s Common Equity, Related Stockholder Matters.

5 And Issuer Purchases of Equity Securities62 Item Financial Data64 Item s Discussion and Analysis of Financial Condition and Results of Operations65 Item and Qualitative Disclosures About Market Risk84 Item Statements and Supplementary Data86 Item in and Disagreements with Accountants on Accounting and Financial Disclosure126 Item and Procedures127 Item Information128 PART IIIItem , Executive Officers, and Corporate Governance128 Item Compensation128 Item Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters128 Item Relationships and Related Transactions, and Director Independence128 Item Accountant Fees and Services129 PART IVItem and Financial Statement Schedules130 Item 10-K Summary131 SIGNATURES1323 NOTE REGARDING FORWARD-LOOKING STATEMENTSThis Annual Report on Form 10-K contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical fact, including statements regarding our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations are forward-looking statements.

6 In some cases, you can identify forward-looking statements because they contain words such as anticipate, believe, contemplate, continue, could, estimate, expect, intend, may, plan, potential, predict, project, should, target, toward, will, would, or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following: our expectations regarding our financial performance, including revenue, cost of revenue, gross profit or gross margin, operating expenses, key metrics, and our ability to achieve or maintain future profitability; our ability to effectively manage our growth; anticipated trends, growth rates, and challenges in our business and in the markets in which we operate; our expectations regarding the demand for real-time 3D content in gaming and other industries and our ability to increase revenue from these industries; economic and industry trends; our ability to increase sales of our solutions; our ability to attract and retain customers; our ability to expand our offerings and cross-sell to our existing customers.

7 Our expectations regarding the plans announced by Apple with respect to access of advertising identifiers and related matters, and the potential impact on our financial performance; our ability to maintain and expand our relationships with strategic partners; our ability to continue to grow across all major global markets; the effects of increased competition in our markets and our ability to successfully compete with companies that are currently in, or may in the future enter, the markets in which we operate; our estimated market opportunity; our ability to timely and effectively scale and adapt our solutions; our ability to continue to innovate and enhance our solutions; our ability to develop new products, features and use cases and bring them to market in a timely manner, and whether our customers and prospective customers will adopt these new products, features and use cases; our ability to maintain, protect, and enhance our brand and intellectual property; our ability to identify and complete acquisitions that complement and expand the functionality of our platform; our ability to comply or remain in compliance with laws and regulations that currently apply or become applicable to our business in the United States and globally; our reliance on key personnel and our ability to attract, maintain, and retain management and skilled personnel;4 the effects of the COVID-19 pandemic or other public health crises; and the future trading prices of our common caution you that the foregoing list may not contain all of the forward-looking statements made in this Annual Report on Form 1 0 K.

8 You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Annual Report on Form 10 K primarily on our c u r r e n t expectations and projections about future events and trends that we believe may affect our business, financial condition, and operating results. Readers are cautioned that these forward looking statem e n t s are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified below, under Part I, Item 1A. Risk Factors and elsewhere herein. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report on Form 10 K. The results, events , a n d circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking addition, statements that we believe and similar statements reflect our beliefs and opinions on the relevant subject.

9 These statements are based on information available to us as of the date of this Annual Report on Form 10 K. While we believe such information provides a reasonable basis for t h e s e statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these forward-looking statements made in this Annual Report on Form 10 K relate only to even t s a s of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Annual Report on Form 10 K to reflect events or circumstances after the d a t e o f this Annual Report on Form 10 K or to reflect new information, actual results, revised expectations, o r t h e occurrence of unanticipated events, except as required by law.

10 We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers , dispositions, joint ventures or InformationUnless the context otherwise requires, all references in this Annual Report on Form 10-K to we, us, our, our company, Unity, and Unity Technologies refer to Unity Software Inc. and its consolidated subsidiaries. The Unity design logos, Unity and our other registered or common law trademarks, service marks, or trade names appearing in this Annual Report on Form 10-K are the property of Unity Software Inc. or its affiliates. Other trade names, trademarks, and service marks used in this Annual Report are the property of their respective MetricsWe define monthly active end users as the number of unique devices that have started an application made with Unity, or that have requested an advertisement from Unity Ads, during the trailing 30 days from month end.


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