Washington, D.C. 20549
(Mark One)
For the quarterly period ended September 30, 2020
For the transition period from _______ to _______
Commission File Number: 001-39497
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
30 3rd Street
San Francisco, California 94103‑3104
(Address, including zip code, of principal executive offices)
(415) 539‑3162
(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 registered
Common stock, $0.000005 par valueUThe New York Stock Exchange
Indicate 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 o No x
Indicate 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.
Large accelerated filerAccelerated filer
Nonaccelerated 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 is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes No x
As of November 6, 2020, there were 270,777,013 shares of the registrant’s common stock outstanding.

For the Quarter Ended September 30, 2020
Item 1.
Condensed Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019
Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2020 and 2019
Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2020 and 2019
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2020 and 2019
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 6.

This Quarterly Report on Form 10‑Q 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. 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;
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;

the effects of the COVID-19 pandemic or other public health crises;
the increased expenses associated with being a public company;
the future trading prices of our common stock; and
our anticipated use of the net proceeds from our initial public offering.
We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10‑Q.
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10‑Q primarily on our current 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 statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified below, under “Part II—Other Information, 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 Quarterly Report on Form 10‑Q. The results, events, and 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 statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10‑Q. While we believe such information provides a reasonable basis for these 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 statements.
The forward-looking statements made in this Quarterly Report on Form 10‑Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10‑Q to reflect events or circumstances after the date of this Quarterly Report on Form 10‑Q or to reflect new information, actual results, revised expectations, or the occurrence of unanticipated events, except as required by law. 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 investments.
Additional Information
Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q are the property of Unity Software Inc. or its affiliates. Other trade names, trademarks, and service marks used in this Quarterly Report are the property of their respective owners.
User Metrics
We 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. Devices tracked include smartphones, tablets, PCs, Macs and augmented and virtual reality devices, and exclude consoles and WebGL applications. This metric includes end users of both our non-paying and paying creators.

Investing in our common stock involves numerous risks, including the risks described in “Part II—Other Information, Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q. Below are some of these risks, any one of which could materially adversely affect our business, financial condition, results of operations, and prospects.
We have a history of losses and may not achieve or sustain profitability in the future.
We have a limited history operating our business at its current scale, and as a result, our past results may not be indicative of future operating performance.
Our business depends on our ability to retain our existing customers and expand their use of our platform.
If we are unable to attract new customers, our business, financial condition and results of operations will be adversely affected.
We derive a significant portion of our revenue from our Operate Solutions. If we fail to attract and retain Operate Solutions customers, our business and results of operations would be adversely affected.
Operating system platform providers or application stores may change terms of service, policies or technical requirements to require us or our customers to change data collection and privacy practices, business models, operations, practices, advertising activities or application content, which could adversely impact our business.
If we are unable to further expand into new industries, or if our solutions for any new industry fail to achieve market acceptance, our growth and operating results could be adversely affected, and we may be required to reconsider our growth strategy.
Our business relies on strategic relationships with hardware, operating system, device, game console and other technology providers. If we are unable to maintain favorable terms and conditions and business relations with respect to our strategic relationships, our business could be harmed.
If we do not make our platform, including new versions or technology advancements, easier to use or properly train customers on how to use our platform, our ability to broaden the appeal of our platform and solutions and to increase our revenue could suffer.
Interruptions, performance problems, or defects associated with our platform may adversely affect our business, financial condition, and results of operations.
The markets in which we participate are competitive, and if we do not compete effectively, our business, financial condition, and results of operations could be harmed.
If we or our third party service providers experience a security breach or unauthorized parties otherwise obtain access to our customers’ data, our data, or our platform, our platform may be perceived as not secure, our reputation may be harmed, our business operations may be disrupted, demand for our products may be reduced, and we may incur significant liabilities.
If we fail to timely release updates and new features to our platform and adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, or changing customer needs, requirements, or preferences, our platform may become less competitive.
Our business and operations have experienced recent rapid growth, which may not be indicative of our future growth. Our rapid growth also makes it difficult to evaluate our future prospects.
We may not be able to successfully manage our growth, and if we are not able to grow efficiently, our business, financial condition, and results of operations could be harmed.

We rely on the performance of highly skilled personnel, including our management and other key employees, and the loss of one or more of such personnel, or of a significant number of our team members, or the inability to attract and retain executives and employees we need to support our operations and growth, could harm our business.
Our business depends on the interoperability of our solutions across third-party platforms, operating systems, and applications, and on our ability to ensure our platform and solutions operate effectively on those platforms. If we are not able to integrate our solutions with third party platforms in a timely manner, our business may be harmed.
We are dependent on the success of our customers in the gaming market. Adverse events relating to our customers or their games could have a negative impact on our business.
We rely upon third-party data centers and providers of cloud-based infrastructure to host our platform. Any disruption in the operations of these third-party providers, limitations on capacity or interference with our use could adversely affect our business, financial condition, and results of operations.
Our core value of putting our users first may cause us to forgo short-term gains and may not lead to the long-term benefits we expect.
We expect fluctuations in our financial results, making it difficult to project future results, and if we fail to meet the expectations of securities analysts or investors with respect to our results of operations, our stock price, and the value of your investment could decline.
Seasonality may cause fluctuations in our sales and results of operations.
Downturns or upturns in our sales may not be immediately reflected in our financial position and results of operations.
Third parties with whom we do business may be unable to honor their obligations to us or their actions may put us at risk.
We use resellers and other third parties to sell, market, and deploy our solutions to a variety of customers, and our failure to effectively develop, manage, and maintain our indirect sales channels would harm our business.
Our direct sales force targets larger customers, and sales to these customers involve risks that may not be present or that are present to a lesser extent with respect to sales to smaller customers.
If we fail to maintain and enhance our brand, our ability to expand our customer base will be impaired and our business, financial condition, and results of operations may suffer.
Our culture emphasizes innovation, and if we cannot maintain this culture as we grow, our business could be harmed.
We are subject to rapidly changing and increasingly stringent laws, contractual obligations, and industry standards relating to privacy, data security, and the protection of children. The restrictions and costs imposed by these requirements, or our actual or perceived failure to comply with them, could harm our business.
Adverse changes in the economic, legal, and political landscape in China could have a material adverse effect on business conditions.

After our initial public offering, our executive officers, directors, and greater than 5% stockholders, in the aggregate, beneficially owned approximately 62.0% of our outstanding common stock and, if they choose to act together, will continue to have the ability to control or significantly influence all matters submitted to stockholders for approval. Furthermore, many of our current directors were appointed by our principal stockholders.
If we are unable to adequately address these and other risks we face, our business may be harmed.

Unity Software Inc.
Item 1. Financial Statements
(In thousands, except par value)
As of
September 30, 2020December 31, 2019
Current assets:
Cash$1,759,415 $129,959 
Accounts receivable, net of allowances of $4,140 and $9,052 as of September 30, 2020 and December 31, 2019, respectively
225,525 204,898 
Prepaid expenses26,068 23,142 
Other current assets19,968 9,418 
Total current assets2,030,976 367,417 
Property and equipment, net89,930 78,976 
Operating lease right‑of‑use assets108,878  
Goodwill271,200 218,305 
Intangible assets, net59,269 62,034 
Restricted cash22,409 17,137 
Other assets23,034 18,991 
Total assets$2,605,696 $762,860 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable$7,856 $10,706 
Accrued expenses and other current liabilities86,954 66,463 
Publisher payables151,143 137,664 
Income and other taxes payable41,587 35,715 
Deferred revenue97,910 85,980 
Operating lease liabilities24,363  
Total current liabilities409,813 336,528 
Long-term deferred revenue16,531 10,596 
Long-term operating lease liabilities101,875  
Other long-term liabilities17,571 21,825 
Total liabilities545,790 368,949 
Commitments and contingencies (Note 9)
Stockholders’ equity:
Convertible preferred stock, $0.000005 par value; no shares authorized, issued, and outstanding as of September 30, 2020; 102,674 shares authorized, and 95,899 shares issued and outstanding as of December 31, 2019
Preferred stock, $0.000005 par value; 100,000 shares authorized, and no shares issued and outstanding as of September 30, 2020; no shares authorized, issued, and outstanding as of December 31, 2019
Common stock, $0.000005 par value; 1,000,000 and 300,000 shares authorized as of September 30, 2020 and December 31, 2019, respectively; 270,967 and 123,261 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively
2 1 
Additional paid-in capital2,777,400 226,173 
Accumulated other comprehensive loss(3,500)(3,632)
Accumulated deficit(713,996)(515,190)
Total stockholders’ equity2,059,906 393,911 
Total liabilities and stockholders’ equity$2,605,696 $762,860 
See accompanying Notes to Condensed Consolidated Financial Statements.

Unity Software Inc.
(In thousands, except per share amounts)
Three Months EndedNine Months Ended
September 30,September 30,
Revenue$200,784 $130,943 $552,109 $383,708 
Cost of revenue47,540 26,451 119,840 88,602 
Gross profit153,244 104,492 432,269 295,106 
Operating expenses
Research and development116,648 64,034 283,507 182,832 
Sales and marketing60,764 46,559 147,739 125,322 
General and administrative117,515 35,631 194,988 89,041 
Total operating expenses294,927 146,224 626,234 397,195 
Loss from operations(141,683)(41,732)(193,965)(102,089)
Interest expense(615) (1,403) 
Interest income and other expense, net(2,023)(1,808)(829)(2,494)
Loss before provision for income taxes(144,321)(43,540)(196,197)(104,583)
Provision for income taxes398 2,009 2,609 8,028 
Net loss(144,719)(45,549)(198,806)(112,611)
Other comprehensive loss, net of taxes:
Change in foreign currency translation adjustment209 (227)132 (291)
Comprehensive loss$(144,510)$(45,776)$(198,674)$(112,902)
Basic and diluted net loss per share:
Net loss per share attributable to our common stockholders, basic and diluted$(0.97)$(0.76)$(1.47)$(1.39)
Weighted-average shares used in per share calculation attributable to our common stockholders, basic and diluted149,256 115,817 135,671 111,772 
See accompanying Notes to Condensed Consolidated Financial Statements.

Unity Software Inc.
(In thousands, except share data)
Three Months Ended September 30, 2020
Convertible Preferred StockCommon StockPaid-InComprehensiveAccumulatedStockholders’
Balance at June 30, 2020102,717,396 $836,529 135,649,337 $1 $383,871 $(3,709)$(569,277)$647,415 
Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions and offering costs— — 28,750,000 — 1,417,582 — — 1,417,582 
Issuance of common stock in connection with charitable donation— — 750,000 — 63,615 — — 63,615 
Issuance of common stock from exercise of stock options— — 3,027,896 — 11,980 — — 11,980 
Common stock issued in connection with acquisitions— — 72,479 — 2,018 — — 2,018 
Conversion of convertible preferred stock to common stock upon initial public offering(102,717,396)(836,529)102,717,396 1 836,528 — —  
Stock‑based compensation expense— — — — 61,806 — — 61,806 
Net loss— — — — — — (144,719)(144,719)
Foreign currency translation adjustment— — — — — 209 — 209 
Balance at September 30, 2020 $ 270,967,108 $2 $2,777,400 $(3,500)$(713,996)$2,059,906 
Three Months Ended September 30, 2019
Convertible Preferred StockCommon StockPaid-InComprehensiveAccumulatedStockholders’
Balance at June 30, 2019102,674,393 $725,032 113,920,286 $1 $193,735 $(3,541)$(419,062)$496,165 
Issuance of common stock— — 12,570,292 — 255,882 — — 255,882 
Issuance of common stock from exercise of stock options— — 4,451,358 — 7,821 — — 7,821 
Common stock issued in connection with acquisitions— — 928,123 — 20,279 — — 20,279 
Purchase and retirement of treasury stock— — (14,090,506)— (282,167)— — (282,167)
Repurchase and extinguishment of convertible preferred stock(2,229,724)(6,251)— — (42,463)— — (48,714)
Stock‑based compensation expense— — — — 9,101 — — 9,101 
Net loss— — — — — — (45,549)(45,549)
Foreign currency translation adjustment— — — — — (227)— (227)
Balance at September 30, 2019100,444,669 $718,781 117,779,553 $1 $162,188 $(3,768)$(464,611)$412,591 
See accompanying Notes to Condensed Consolidated Financial Statements.

Unity Software Inc.
(In thousands, except share data)
Nine Months Ended September 30, 2020
Convertible Preferred StockCommon StockPaid‑InComprehensiveAccumulatedTreasuryStockholders’
Balance at December 31, 201995,899,214 $686,559 123,261,024 $1 $226,173 $(3,632)$(515,190)$ $393,911 
Issuance of common stock— — 4,545,455 — 100,000 — — — 100,000 
Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions and offering costs— — 28,750,000 — 1,417,582 — — — 1,417,582 
Issuance of common stock in connection with charitable donation— — 750,000 — 63,615 — — — 63,615 
Issuance of common stock from exercise of stock options— — 4,188,116 — 15,916 — — — 15,916 
Issuance of common stock from exercise of stock options in connection with nonrecourse promissory note— — 5,656,927 — 8,856 — — — 8,856 
Common stock issued in connection with acquisitions— — 1,103,190 — 25,380 — — — 25,380 
Purchase and retirement of treasury stock— — (5,000)— (110)— — — (110)
Issuance of convertible Series E preferred stock, net of issuance costs6,818,182 149,970 — — — — — — 149,970 
Conversion of convertible preferred stock to common stock upon initial public offering(102,717,396)(836,529)102,717,396 1 836,528 — — —  
Stock‑based compensation expense— — — — 83,460 — — — 83,460 
Net loss— — — — — — (198,806)— (198,806)
Foreign currency translation adjustment— — — — — 132 — — 132 
Balance at September 30, 2020 $ 270,967,108 $2 $2,777,400 $(3,500)$(713,996)$ $2,059,906 

Unity Software Inc.
(In thousands, except share data)
Nine Months Ended September 30, 2019
Convertible Preferred StockCommon StockPaid-InComprehensiveAccumulatedTreasuryStockholders’
Balance at December 31, 201896,992,575 $600,114 107,068,886 $1 $173,214 $(3,477)$(352,000)$(101,725)$316,127 
Issuance of common stock— — 17,570,292 — 355,882 — — — 355,882 
Issuance of common stock from exercise of stock options— — 5,954,019 — 10,882 — — — 10,882 
Common stock issued in connection with acquisitions— — 1,276,862 — 24,688 — — — 24,688 
Purchase and retirement of treasury stock— — (14,090,506)— (383,892)— — 101,725 (282,167)
Issuance of convertible Series E preferred stock, net of issuance costs5,681,818 124,918 — — — — — — 124,918 
Repurchase and extinguishment of convertible preferred stock(2,229,724)(6,251)— — (42,463)— — — (48,714)
Stock‑based compensation expense— — — — 23,877 — — — 23,877 
Net loss— — — — — — (112,611)— (112,611)
Foreign currency translation adjustment— — — — — (291)— — (291)
Balance at September 30, 2019100,444,669 $718,781 117,779,553 $1 $162,188 $(3,768)$(464,611)$ $412,591 
See accompanying Notes to Condensed Consolidated Financial Statements.

Unity Software Inc.
(In thousands)
Nine Months Ended September 30,
Operating activities
Net loss$(198,806)$(112,611)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization31,284 21,297 
Amortization of debt issuance costs97  
Loss on disposition of property and equipment558 157 
Common stock charitable donation expense63,615  
Stock-based compensation expense83,460 23,877 
Impairment of assets863  
Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable, net(14,718)(8,022)
Prepaid expenses (3,173)(9,635)
Other current assets(10,083)2,373 
Operating lease right-of-use assets18,258  
Deferred tax, net1,709 (7,462)
Other assets(143)(5,133)
Accounts payable(4,158)887 
Accrued expenses and other current liabilities19,683 2,737 
Publisher payables13,479 (12,969)
Income and other taxes payable(2,238)15,918 
Operating lease liabilities(17,480) 
Other long-term liabilities5,347 6,748 
Deferred revenue17,594 13,010 
Net cash provided by (used in) operating activities5,148 (68,828)
Investing activities
Purchase of property and equipment(28,956)(16,442)
Acquisition of intangible assets(750) 
Business acquisitions, net of cash acquired(34,968)(154,031)
Net cash used in investing activities(64,674)(170,473)

Unity Software Inc.
(In thousands)
Nine Months Ended September 30,
Financing activities
Proceeds from revolving credit facility125,000  
Payment of principal related to revolving credit facility(125,000) 
Payment of debt issuance costs(247) 
Proceeds from initial public offering, net of underwriting discounts, commissions, and offering costs1,420,145  
Proceeds from issuance of convertible preferred stock, net of issuance costs149,970 124,918 
Proceeds from issuance of common stock100,000 355,882 
Repurchase and extinguishment of convertible preferred stock (48,714)
Purchase and retirement of treasury stock(110)(282,167)
Proceeds from exercise of stock options15,459 10,882 
Proceeds from exercise of stock options in connection with nonrecourse promissory note8,856  
Net cash provided by financing activities1,694,073 160,801 
Effect of foreign exchange rate changes on cash and restricted cash181 (327)
Increase (decrease) in cash and restricted cash1,634,728 (78,827)
Cash and restricted cash, beginning of period147,096 273,273 
Cash and restricted cash, end of period$1,781,824 $194,446 
Supplemental disclosure of cash flow information:
Cash paid for interest$1,307 $ 
Cash paid for income taxes, net of refunds$17,696 $595 
Supplemental disclosures of non‑cash investing and financing activities:
Fair value of common stock issued as consideration for business acquisitions$25,144 $24,688 
Fair value of common stock issued as consideration for acquisition of intangible assets$236 $ 
Stock option exercises in transit$457 $ 
Accrued property and equipment$3,036 $649 
Accrued offering costs$2,563 $ 
The below table provides a reconciliation of cash and restricted cash reported within the condensed consolidated balance sheets to the total of the same amounts shown on the condensed consolidated statements of cash flows (in thousands):
As of September 30,
Cash$1,759,415 $179,809 
Restricted cash22,409 14,637 
Total cash and restricted cash$1,781,824 $194,446 
See accompanying Notes to Condensed Consolidated Financial Statements.


Unity Software Inc.
1. Description of Business and Summary of Significant Accounting Policies
Description of Business
We were founded as Over the Edge Entertainment in Denmark in 2004. We reorganized as a Delaware corporation on May 28, 2009 as Unity Software Inc. (collectively referred to with its wholly owned subsidiaries as “we,” “our” or “us,”). We provide a comprehensive set of software solutions to create, run and monetize interactive, real-time 2D and 3D content for mobile phones, tablets, PCs, consoles, and augmented and virtual reality devices, among others.
We are headquartered in San Francisco, California and have operations in the United States, Denmark, Belgium, Lithuania, Colombia, Canada, China, Finland, Sweden, Germany, France, Japan, the United Kingdom, Ireland, South Korea, Spain, and Singapore.
We market our solutions directly through our online store and field sales operations in North America, Denmark, Finland, the United Kingdom, Germany, Japan, China, Singapore, and South Korea and indirectly through independent distributors and resellers worldwide.
Basis of Presentation and Consolidation
We prepared the accompanying unaudited condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. The condensed consolidated financial statements include the accounts of Unity Software Inc. and its wholly owned subsidiaries. We have eliminated all intercompany balances and transactions. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In our opinion, the information contained herein reflects all adjustments necessary for a fair presentation of our results of operations, financial position, cash flows, and stockholders’ equity. All such adjustments are of a normal, recurring nature. The results of operations for the three and nine months ended September 30, 2020 shown in this report are not necessarily indicative of the results to be expected for the full year ending December 31, 2020 or any other period. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our final prospectus dated September 17, 2020 and filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on September 18, 2020 (the “Prospectus”).
There have been no material changes in our significant accounting policies as described in our consolidated financial statements for the year ended December 31, 2019, other than the adoption of accounting pronouncements as described below under the heading “Leases” and in Note 2, “Summary of Accounting Pronouncements,” of the Notes to Condensed Consolidated Financial Statements.
Initial Public Offering (“IPO”)
On September 22, 2020, we completed our IPO, in which we issued and sold 25,000,000 shares of our common stock at the public offering price of $52.00 per share, resulting in net proceeds of $1,241.3 million after deducting underwriting discounts and commissions. On September 24, 2020, the underwriters exercised their option to purchase an additional 3,750,000 shares of our common stock at the public offering price of $52.00 per share, resulting in total issued shares of 28,750,000. This option exercise closed on September 28, 2020, resulting in additional net proceeds to us of $186.2 million after deducting underwriting discounts and commissions. In connection with the IPO, all of the shares of our outstanding convertible preferred stock automatically converted into an aggregate of 102,717,396 shares of our common stock.

Unity Software Inc.
Deferred offering costs consist primarily of accounting, legal and other fees related to our IPO. Prior to the IPO, all deferred offering costs were capitalized and included in other current assets on the condensed consolidated balance sheets. Upon completion of the IPO, $9.9 million of deferred offering costs were reclassified into stockholders’ equity as a reduction of the IPO proceeds in the condensed consolidated balance sheets.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. For us, these estimates include, but are not limited to, revenue recognition, allowances for doubtful accounts, useful lives of fixed assets, income taxes, valuation of deferred tax assets and liabilities, valuation of intangible assets, useful lives of intangible assets, assets acquired and liabilities assumed through business combinations, fair value of our common stock prior to our IPO, valuation of stock-based compensation, capitalization of software costs and software implementation costs, customer life for capitalized commissions, and other contingencies, among others. Actual results could differ from those estimates, and such differences could be material to our financial position and results of operations.
Revenue Recognition
Revenue is recognized upon the transfer of control of promised products and services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services.
We evaluate and recognize revenue by:
identifying the contract(s) with the customer;
identifying the performance obligation(s) in the contract(s);
determining the transaction price;
allocating the transaction price to performance obligation(s) in the contract(s); and
recognizing revenue as each performance obligation is satisfied through the transfer of a promised good or service to a customer (“transfer of control”).
The five-step model requires us to make significant estimates in situations where we are unable to establish stand-alone selling price based on various observable prices using all information that is reasonably available. Observable inputs and information we use to make these estimates include historical internal pricing data and cost plus margin analysis.
We generate revenue through three sources: (1) Create Solutions, which consists of our create solution subscription offerings and professional services; (2) Operate Solutions, which includes the operation of a monetization platform that allows publishers to sell their advertising inventory on our advertising network, cloud-based services, and enterprise game server hosting; and (3) Strategic Partnerships and Other, which are primarily arrangements with strategic hardware, operating system, device, game console and other technology providers for the customization and development of our software to enable interoperability with these platforms. We recognize revenue as our contractual performance obligations are satisfied. When contracts with our customers contain multiple performance obligations, we allocate the overall transaction price, which is the amount of consideration to which we expect to receive in exchange for promised goods or services, to each of the distinct performance obligations based on their estimated relative standalone selling prices.

Unity Software Inc.
Create Solutions
    Create Solutions Subscriptions
Our subscriptions, mainly consisting of Unity Pro and Unity Plus (collectively, the “Create Solutions subscriptions”) are fully integrated content development solutions that enable customers to build interactive or media-based applications. These Create Solutions subscriptions provide customers with the rights to a software license with embedded cloud functionality and multi-platform support. Significant judgment is required to determine the level of integration and interdependency between individual promises of the Create Solutions subscriptions. This determination influences whether the software is considered distinct and accounted for separately as a license performance obligation recognized at a point in time, or not distinct and accounted for together with other promises in the Create Solutions subscriptions as a single performance obligation recognized over time. Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“Topic 606”), we have concluded that the software license is not distinct from the multi-platform support as they are highly interdependent and interrelated considering the significant two-way dependency between the promises. Although the promise to the embedded cloud functionality represents separate performance obligations under Topic 606, we have accounted for these obligations as if they are a single performance obligation that includes the software license and the multi-platform support because the cloud functionality has the same pattern of transfer to the customer over the duration of the subscription term.
The transaction price is determined based on the consideration that we will be entitled to receive in exchange for transferring our Create Solutions subscriptions to the customer, and we do not have material variable consideration. We recognize the single performance obligation ratably over the contract term beginning when the license key is delivered.
Enterprise customers may purchase an enhanced support offering (“Enterprise Support”) that is sold separately from the Create Solutions subscriptions, and is capable of being distinct, and is distinct within the context of the contract due to its separate utility. Enterprise Support is generally billed in advance and is recognized ratably over the support term as we have a stand-ready performance obligation over the support term. When an arrangement includes Enterprise Support and Create Solutions subscriptions, which have the same pattern of transfer to the customer (the services transfer to the customer over the same period), we account for those performance obligations as if they are a single performance obligation. If an arrangement includes Enterprise Support and Create Solutions subscriptions that do not have the same pattern of transfer, we allocate the transaction price to the distinct performance obligations and recognize them ratably over their respective terms.
Create Solutions subscriptions typically have a term of one to three years and are generally billed in advance and recognized ratably over the term.
    Professional Services
Our professional services revenue is primarily composed of consulting, integration, training, and custom application and workflow development. Professional services may be billed in advance or on a time and materials basis and we recognize the related revenue as services are rendered.
We typically invoice our customers up front or when promised services are delivered, and the payment terms vary by customer type and location. The term between billing and payment due dates is not significant. As a result, we have determined that our contracts do not include significant financing component.
Customer billings related to taxes imposed by and remitted to governmental authorities on revenue-producing transactions are reported on a net basis.

Unity Software Inc.
Operate Solutions
We generate advertising revenue through our monetization solutions, including the Unified Auction, which allows publishers to sell the available advertising inventory from their mobile applications to advertisers. We enter into contracts with both advertisers and publishers to participate in the Unified Auction. For advertisements placed through the Unified Auction, we evaluate whether we are the principal (in which case revenue is reported on a gross basis) or the agent (in which case revenue is reported on a net basis). The evaluation to present revenue on a gross basis versus net basis requires significant judgment. We have concluded that the publisher is our customer and we are the agent in facilitating the fulfillment of the advertising inventory in the Unified Auction primarily because we do not control the advertising inventory prior to the placement of an advertisement. As the operator of the Unified Auction, our role is to enable the publisher to monetize its advertising inventory with the advertiser based on the bid/ask price from the auction. We do not control the outcome of the bids and do not have pricing latitude in the transaction. Based on these and other factors, we report advertising revenue based on the net amount retained from the transaction which is our revenue share. Advertising revenue is recognized at a point in time when control is transferred to the customer. This occurs when a user installs an application after seeing an advertisement contracted on a cost-per-install basis or when an advertisement starts on a cost-per-impression basis. Typically, we do not retain a share of the revenue generated through Unity IAP (“In-App Purchases”). Publisher payables represent amounts earned by publishers in the Unified Auction and are presented as a reduction of revenue in our condensed consolidated statements of operations and comprehensive loss. Payment terms are contractually defined and vary by publisher and location.
    Cloud and Hosting Services
We provide cloud-based services as well as enterprise hosting (“Hosting Services”) to developers that develop and operate multiuser/multiplayer games and applications through a combination of hardware server and cloud-based infrastructure and services. The Hosting Services facilitate the connection of end users, and allow content game operators to monitor network traffic. Our cloud-based services provide our customers with tools and services to develop and operate live games and applications, including voice chat services. We primarily sell these services on a fixed fee or usage-based model with fixed fees billed monthly in advance and usage fees billed monthly in arrears. We recognize revenue ratably over the contractual service term for fixed fee arrangements as we have a stand-ready performance obligation that is generally fulfilled evenly throughout the hosting period. We recognize revenue for usage-based arrangements as services are provided.
Strategic Partnerships and Other
We enter into strategic contracts with owners of hardware, operating system, device, game console and other technology providers to customize our software licenses to enable interoperability with these platforms (“Strategic Partnerships”). This allows customers using our Create Solutions subscriptions to build and publish content to more than one platform without having to write platform-specific code. We consider these strategic partners as our customers and generally provide them with the following promises in our contracts: (i) development and customization of our software to integrate with the customer’s platform and (ii) post-integration ongoing support and updates.
We generally view these promises as one single performance obligation as they are not distinct within the context of the contract. This is because the customized software license that is integrated with the customer’s platform requires continuous updates that are critical to the utility of the customized software.

Unity Software Inc.
The transaction price is determined based on the consideration that we will be entitled to receive in exchange for transferring our goods and services to the customer. We do not have material variable consideration. When Strategic Partnerships contain non-monetary consideration, we measure and record the transaction price at the estimated fair value of the non-cash consideration received from the customer. Typically, we recognize revenue for these contracts over time as service is performed using the input method to measure progress of the satisfaction of the performance obligation.
Certain Strategic Partnerships also require the customer to pay sales-based royalties based on the sales of games on the Strategic Partner platform that incorporate our customized software. Since customized software intellectual property is the predominant item to which royalty relates, we recognize revenue for sales-based royalties when the later of the subsequent sale or usage occurs, or the performance to which some or all of the sales-based royalty has been allocated has been satisfied. We record revenue under these arrangements for the amounts due to us based on estimates of the sales of these customers and pursuant to the terms of the contracts.
The Strategic Partnerships are typically multi-year arrangements where customers make payments commensurate with milestones accomplished with respect to the development and integration service or pay in advance on a quarterly basis.
Contract Balances
Timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets relate to performance completed in advance of scheduled billings. The primary changes in our contract assets and contract liabilities are due to our performance under the contracts and billings.
Contract assets (unbilled receivables) included in accounts receivable are recorded when revenue is recognized in advance of customer invoicing. Unbilled receivables totaled $23.1 million and $24.6 million as of September 30, 2020 and December 31, 2019, respectively. Contract liabilities (deferred revenue) relate to payments received in advance of performance under the contract. Revenue recognized during the three and nine months ended September 30, 2020 that was included in the deferred revenue balances at July 1, 2020 and January 1, 2020 was $37.9 million and $71.8 million, respectively. The satisfaction of performance obligations typically lags behind payments received under contract from customers, which may lead to an increase in our deferred revenue balance over time.
Remaining Performance Obligations
As of September 30, 2020, we had total remaining performance obligations of $210.5 million, which represents the total contract transaction price allocated to undelivered performance obligations primarily for Create Solutions subscriptions, Enterprise Support, and Strategic Partnership contracts, which are generally recognized over the next three years. Transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and unbilled amounts that will be recognized as revenue in future periods. This amount excludes contracts with an original expected term of one year or less and contracts for which we recognize revenue in the amount and in the same period in which we invoice for services performed. We expect to recognize $97.0 million or 46% of this revenue during the next 12 months. We expect to recognize the remaining $113.5 million or 54% of this revenue thereafter.
Sales Commissions
We consider internal sales commissions as potential incremental costs of obtaining the contract with a customer. We apply a practical expedient to expense incremental costs incurred if the period of the benefit is one year or less. Incremental costs that have a period of benefit greater than one year are capitalized and amortized over the estimated period of benefit. Capitalized commissions, net of amortization, are included in other current assets and other assets on our condensed consolidated balance sheets. We capitalized $4.4 million and $0 of sales commissions for the nine months ended September 30, 2020 and the year ended December 31, 2019, respectively.

Unity Software Inc.
As of September 30, 2020, capitalized commissions, net of amortization, included in other current assets and other assets were $1.5 million and $2.2 million, respectively. Capitalized commissions, net of amortization, included in other current assets and other assets were $0 as of December 31, 2019.
Capitalized commissions are amortized over the expected period of benefit, which we have determined, based on analysis, to be three years. Amortization of capitalized commissions are included in sales and marketing expenses on our condensed consolidated statements of operations and comprehensive loss. For the three months ended September 30, 2020 and 2019, we amortized $0.4 million and $0 of capitalized commissions, respectively. For the nine months ended September 30, 2020 and 2019, we amortized $0.7 million and $0 of capitalized commissions, respectively. We did not incur any impairment losses for the nine months ended September 30, 2020 and 2019.
Cost of Revenue
Cost of revenue for the delivery of software tools, support, updates and advertising consists primarily of hosting expenses, personnel costs (including salaries, stock-based compensation, and benefits) for employees associated with our product support and professional services organizations, credit card fees, third party license fees, and allocated shared costs, including facilities, information technology, and security costs, as well as amortization of related capitalized software costs and depreciation of related property and equipment.
As of September 30, 2020 and December 31, 2019, no individual customer represented 10% or more of the aggregate receivables. For the three and nine months ended September 30, 2020 and 2019, no individual customer represented 10% or more of total revenue.
We account for leases in accordance with Accounting Standards Update (“ASU”) No. 2016-02, Leases (“Topic 842”), which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. We adopted Topic 842 along with all subsequent ASU clarifications and improvements that are applicable to us on January 1, 2020 using the modified retrospective transition method and used the effective date as the date of initial application. Consequently, financial information is not updated and the disclosures required under Topic 842 are not provided for dates and periods prior to January 1, 2020. Topic 842 provides a number of optional practical expedients in transition. We elected the “package of practical expedients,” which permits us to not reassess under Topic 842 our prior conclusions about lease identification, lease classification and initial direct costs. We also made a policy election not to separate lease and non-lease components for each of our existing underlying asset classes; therefore we will account for lease and non-lease components as a single lease component.
We determine if a contract contains a lease based on whether we have the right to obtain substantially all of the economic benefits from the use of an identified asset and whether we have the right to direct the use of an identified asset in exchange for consideration, which relates to an asset which we do not own. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets are recognized as the lease liability, adjusted for lease incentives received and prepayments made. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is our incremental borrowing rate (“IBR”) because the interest rate implicit in most of our leases is not readily determinable. The IBR is a hypothetical rate based on our understanding of what our credit rating would be. Lease payments may be fixed or variable; however, only fixed payments or in-substance fixed payments are included in our lease liability calculation. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments are incurred.

Unity Software Inc.
Upon adoption of Topic 842, we recognized ROU assets of $105.1 million and liabilities for operating leases of $120.5 million as of January 1, 2020.
2. Summary of Accounting Pronouncements
Accounting Pronouncements Recently Adopted
In February 2016, the FASB issued Topic 842, and subsequent amendments in July 2018, that superseded the existing lease guidance, including on-balance sheet recognition of operating leases for lessees. Under this update, lessees are required to provide enhanced disclosures and recognize a lease liability and an ROU asset for most leases. We elected to not include leases that have a duration of 12 months or less on our condensed consolidated balance sheet. We adopted this update on January 1, 2020. Refer to Note 1, “Description of Business and Summary of Significant Accounting Policies,” of the Notes to Condensed Consolidated Financial Statements for information on the impact on our condensed consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. This update modifies the disclosure requirements on fair value measurements. We adopted this update on January 1, 2020. There was no material impact on our condensed consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and subsequent amendments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost, including trade receivables. This update replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The new impairment methodology eliminates the probable initial recognition threshold and, instead, estimates the expected credit losses in consideration of past events, current conditions and forecasted information. This update becomes effective and will be adopted by us in the first quarter of the year ending December 31, 2021. We are currently evaluating the impact of this update on our consolidated financial statements. The effect on our consolidated financial statements will largely depend on the composition and credit quality of our trade receivables, as well as the economic conditions at the time of adoption.
3. Revenue
Disaggregation of Revenue
Revenue by Source
The following table presents our revenue disaggregated by source (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
Create Solutions$62,591 $43,027 $164,378 $120,597 
Operate Solutions120,023 69,719 336,904 206,801 
Strategic Partnerships and Other18,170 18,197 50,827 56,310 
Total revenue$200,784 $130,943 $552,109 $383,708 
Additional information regarding our revenue by source is discussed under the heading “Revenue Recognition” in Note 1, “Description of Business and Summary of Significant Accounting Policies,” of the Notes to Condensed Consolidated Financial Statements.

Unity Software Inc.
Revenue by Geographic Area
The following table presents our revenue disaggregated by geography, based on the invoice address of our customers (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
United States$54,040 $36,685 $139,717 $113,667 
Greater China (1)(2)
30,519 17,210 77,848 44,302 
EMEA (1)(3)
68,929 41,544 201,048 128,678 
APAC (1)(4)
37,921 29,498 102,917 78,434 
Other Americas (1)(5)
9,375 6,006 30,579 18,627 
Total revenue$200,784 $130,943 $552,109 $383,708 
(1)    No individual country, other than those disclosed above, exceeded 10% of our total revenue for any period presented.
(2)    Greater China includes China, Hong Kong, and Taiwan.
(3)    Europe, the Middle East, and Africa (“EMEA”)
(4)    Asia-Pacific, excluding Greater China (“APAC”)
(5)    Canada and Latin America (“Other Americas”)
4. Acquisitions
Acquisitions are accounted for in accordance with FASB ASC Topic 805, Business Combinations, and the revenue and earnings of the acquired businesses have been included in our results from the respective dates of the acquisitions and were not material to our condensed consolidated financial statements.
The total purchase price allocated to the net assets acquired is assigned based on the fair values as of the date of acquisition. The fair value assigned to identifiable intangible assets acquired was determined using the income approach and the cost approach. We believe that these identified intangible assets will have no residual value after their estimated economic useful lives. The identifiable intangible assets are subject to amortization on a straight-line basis, as this best approximates the benefit period related to these assets.
The excess of the purchase price over the identified tangible and intangible assets, less liabilities assumed, is recorded as goodwill. Goodwill is not subject to amortization and it is not deductible for U.S. income tax purposes.
For 2020 and certain 2019 acquisitions, the fair values of assets acquired and liabilities assumed, including current income taxes payable and deferred taxes, may change over the measurement period as additional information is received and certain tax returns are finalized. Accordingly, the provisional measurements of fair value of the current income taxes payable and deferred taxes are subject to change. We expect to finalize the valuation as soon as practicable, but not later than one year from the respective acquisition dates.
2020 Acquisitions
Finger Food
In April 2020, we completed the acquisition of 100% of the issued share capital of Finger Food Studios Inc. (“Finger Food”) for consideration of $46.8 million payable in a combination of $23.6 million in cash and the issuance of 1,030,711 shares of common stock valued at $23.1 million.

Unity Software Inc.
Finger Food creates developer applications on top of our solutions for a variety of industries, such as automotive, construction, gaming and retail. The acquisition of Finger Food was strategic in nature as we look to create repeatable solutions from Finger Food’s projects and apply the know-how of customer engagement to our offerings.
The following table summarizes the consideration paid for Finger Food and the estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands):
Common stock issued23,126 
Fair value of total consideration transferred$46,752 
Recognized amounts of identifiable assets acquired and liabilities assumed:
Accounts receivable, net5,758 
Property and equipment, net1,307 
Operating lease ROU assets4,972 
Deferred tax assets1,327 
Customer relationships2,900