Unity Software(U) - 2022 Q4 - Annual Report

Part I Unity operates a leading real-time 3D content platform, structured into Create and Grow Solutions after the ironSource merger, serving diverse global customers while facing competition and managing intellectual property Business Unity operates the world's leading platform for creating and operating real-time 3D (RT3D) content, with offerings structured into Create Solutions and Grow Solutions following the November 2022 merger with ironSource - Unity is a leading platform for creating and operating interactive, real-time 2D and 3D content across multiple industries[24] - In November 2022, Unity completed its merger with ironSource, integrating it into its Grow Solutions segment[25][26] - The company's business is divided into two complementary solutions: Create Solutions (development tools) and Grow Solutions (user acquisition and monetization)[27][28] - As of December 31, 2022, the company had 7,703 full-time employees, with approximately 59% in technical roles and 73% located outside the United States[41] Create and Grow Solutions Unity's Create Solutions offer robust tools for real-time 2D/3D content development, while Grow Solutions, including ironSource, enable user acquisition and content monetization - Create Solutions provide a robust set of tools for developing high-definition, real-time 2D and 3D content, including custom scripting, graphics, animation, and audio tools, designed for creators across various industries[27] - Grow Solutions, which now includes ironSource, enables customers to grow their user base and monetize content, offering a mediation platform, cross-channel marketing solutions, and analytics tools[28] Competition Unity faces competition in Create Solutions from proprietary engines and Unreal Engine, and in Grow Solutions from large tech companies and other ad-tech platforms - In Create Solutions, Unity primarily competes with proprietary in-house game engines, Cocos2d-x, and Unreal Engine (Epic Games)[33] - In Grow Solutions, the company competes in a fragmented ecosystem against divisions of large companies like Amazon, Facebook, Google, and Microsoft, as well as other companies such as AppLovin and Digital Turbine[33] Intellectual Property The company maintains a patent portfolio comprising issued utility and registered design patents, along with numerous pending applications in the U.S. and globally Patent Portfolio as of December 31, 2022 | Patent Type | Jurisdiction | Status | Count | | :--- | :--- | :--- | :--- | | Utility | United States | Issued | 193 | | Utility | Non-U.S. | Issued | 41 | | Utility | U.S. & Global | Pending | 286 | | Design | Non-U.S. | Registered | 29 | | Design | U.S. & Global | Pending | 13 | Risk Factors The company faces significant risks, including a history of net losses and uncertainty in achieving future profitability, stemming from macroeconomic conditions, challenges in integrating the ironSource acquisition, and intense market competition Risks Related to Our Business, Operations, and Industry The company faces risks from a history of net losses, challenges in integrating ironSource, negative impacts on Grow Solutions from platform faults and macroeconomic conditions, intense market competition, and adverse changes by operating system providers - The company has a history of significant net losses on a GAAP basis and may not achieve or sustain profitability in the future due to continued investments in R&D, sales, marketing, and infrastructure[48][52] - The recent merger with ironSource presents integration challenges, and failure to realize anticipated benefits and synergies in a timely manner could adversely affect results of operations[56][57][58] - A significant portion of revenue comes from Grow Solutions, which was negatively impacted in H1 2022 by platform faults and bad data, with recovery prolonged by macroeconomic conditions and reduced advertiser spending[64] - The markets for both Create and Grow solutions are highly competitive, with competitors potentially having greater name recognition, longer operating histories, and more financial resources[70] - Changes in terms of service, policies, or technical requirements by operating system platform providers like Apple or Google could adversely impact the business, particularly regarding data collection for advertising[77][78] Risks Related to Our Platform and Technology Key risks include the complexity of the platform requiring effective user training, susceptibility to interruptions or defects, significant cybersecurity threats, reliance on third-party data centers, and potential issues from open-source software use - The platform's complexity requires effective training for users, and failure to make the platform easier to use or provide adequate training could hinder broader adoption and revenue growth[110][111] - The platform is susceptible to interruptions, performance problems, or defects, as highlighted by a fault in a monetization tool in H1 2022 that negatively impacted revenue growth[113][115] - The business faces significant cybersecurity risks, including malware, ransomware, and phishing attacks, where a security breach could lead to loss of customer confidence, litigation, and regulatory fines[117][118][119] - The business relies on third-party data centers and cloud providers like Google Cloud and AWS, and any disruption in their services could negatively affect the platform's availability and performance[135] - Use of open source software in products could lead to litigation or require the company to release proprietary source code under certain open source licenses, potentially harming the business[149] Risks Related to Laws, Regulations, and the Global Economy The company is exposed to increasingly stringent global privacy laws, challenges in targeted advertising due to platform changes, geopolitical risks with China, export controls, and limitations on Net Operating Loss carryforwards - The company is subject to increasingly stringent privacy and data security laws globally, such as GDPR in Europe and CCPA in California, which impose significant compliance costs and potential penalties for non-compliance[155][157][161] - The business relies on targeted advertising, which is becoming more difficult due to platform changes (e.g., Apple's App Tracking Transparency), new regulations, and consumer resistance to data tracking[165][166] - Adverse changes in the geopolitical relationship between the U.S. and China, including trade restrictions and regulations on foreign ownership, could negatively impact business operations and growth plans in China[171][172] - The company is subject to governmental export controls and economic sanctions, having previously disclosed inadvertent violations of U.S. export laws and received a warning letter, highlighting compliance risks[177][178] - As of December 31, 2022, the company had significant Net Operating Loss (NOL) carryforwards ($785.8 million federal, $415.0 million state, $1.1 billion foreign), but their future use may be limited by profitability levels and potential ownership changes under tax laws[188] Risks Related to Ownership of Our Common Stock Risks include high volatility in common stock price, potential securities class action litigation, the share repurchase program's effectiveness, and anti-takeover provisions in charter documents - The market price of the company's common stock has been and may continue to be highly volatile, subjecting the company to potential securities class action litigation[205] - The share repurchase program of up to $2.5 billion, intended to offset dilution from the ironSource Merger, may not achieve its goal and is subject to a 1% excise tax, which could reduce the number of shares repurchased[207][209] - Anti-takeover provisions in the company's charter documents and Delaware law could make an acquisition more difficult and limit the market price of the common stock[219] Unresolved Staff Comments The company reports that it has no unresolved staff comments from the Securities and Exchange Commission - None[221] Properties Unity's corporate headquarters are in San Francisco, California, occupying approximately 86,000 square feet, with its largest offices in Montreal, Canada (approx. 137,000 sq ft) and Tel Aviv, Israel (approx. 134,000 sq ft) - The company's corporate headquarters are located in San Francisco, California, with leases for approximately 86,000 square feet expiring in August 2025[222] - The largest office is in Montreal, Canada (137,000 sq ft), and the next largest is in Tel Aviv, Israel (134,000 sq ft)[222] Legal Proceedings Unity is facing a putative class action lawsuit filed in July 2022, alleging the company and its executives made false or misleading statements regarding its product platform and its impact on 2022 guidance, along with two related derivative suits - A putative class action lawsuit (Das v. Unity Software, Inc.) was filed on July 6, 2022, alleging false or misleading statements regarding the company's product platform and its impact on fiscal 2022 guidance[224] - Two related derivative suits (Movva v. Unity and Duong v. Unity) were filed in late 2022 against current and former officers and directors, borrowing allegations from the Das class action[225] - The company believes the lawsuits are without merit and intends to defend the cases vigorously[224][225] Mine Safety Disclosures This item is not applicable to the company - Not applicable[228] Part II This section covers Unity's common stock market, share repurchase program, detailed financial performance including revenue growth and net losses, liquidity, and market risk disclosures Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Unity's common stock trades on the NYSE under the symbol "U," and the company has never paid cash dividends, intending to retain earnings for business development, while also executing a $2.5 billion share repurchase program - The company has never declared or paid cash dividends and does not intend to in the foreseeable future[232] Share Repurchases in Q4 2022 | Period | Total Shares Purchased | Average Price Paid per Share | Total Value (Approx.) | | :--- | :--- | :--- | :--- | | Nov 1 - Nov 30, 2022 | 36,103,210 | $34.57 | $1.25 billion | | Dec 1 - Dec 31, 2022 | 6,627,969 | $38.02 | $0.25 billion | | Total Q4 2022 | 42,731,179 | - | $1.50 billion | - A share repurchase program of up to $2.5 billion was approved in July 2022, with approximately $1.0 billion remaining available for future repurchases as of December 31, 2022[234][468] Management's Discussion and Analysis of Financial Condition and Results of Operations For the fiscal year 2022, Unity's revenue grew to $1.39 billion, a 25% increase from $1.11 billion in 2021, driven by Create Solutions and ironSource, but the company reported a significant net loss of $919.5 million, widening from a $532.6 million loss in 2021, due to increased operating expenses and acquisition costs Key Metrics Key metrics include a growing number of customers contributing over $100,000 in revenue, though the dollar-based net expansion rate decreased due to challenges in Grow Solutions and advertising market softness Customers Contributing >$100,000 Revenue (Trailing 12 Months) | As of December 31, | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Customer Count | 1,340 | 1,052 | 793 | Dollar-Based Net Expansion Rate | As of December 31, | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Rate | 116% | 140% | 138% | - The decrease in the dollar-based net expansion rate in 2022 is primarily attributed to challenges in the Grow Solutions segment and softness in the advertising market[250] Results of Operations Revenue increased to $1.39 billion in 2022, driven by Create Solutions and ironSource, but gross margin decreased and operating expenses rose significantly, leading to a wider net loss Consolidated Statements of Operations Summary (in thousands) | Metric | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Revenue | $1,391,024 | $1,110,526 | $772,445 | | Gross Profit | $948,524 | $856,896 | $600,098 | | Loss from Operations | $(882,213) | $(531,665) | $(274,812) | | Net Loss | $(919,488) | $(532,607) | $(282,308) | Revenue by Solution (in thousands) | Solution | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Create Solutions | $716,078 | $506,920 | $372,717 | | Grow Solutions | $674,946 | $603,606 | $399,728 | | Total Revenue | $1,391,024 | $1,110,526 | $772,445 | - The increase in total revenue for 2022 was driven by new and existing customers in Create Solutions and the inclusion of ironSource revenue in Grow Solutions, partially offset by declines in the legacy monetization business[257] - Gross margin decreased from 77% in 2021 to 68% in 2022, due to higher amortization, challenges in the monetization business, and a shift in revenue mix to lower-margin services[253][261] - Operating expenses increased significantly in 2022, primarily due to higher personnel-related costs from increased headcount (including from the ironSource acquisition) and higher amortization of intangible assets[262][264][267] Non-GAAP Financial Measures The company reports non-GAAP loss from operations and net loss, with plans to transition to adjusted gross profit and adjusted EBITDA as key non-GAAP measures in fiscal year 2023 Reconciliation of GAAP to Non-GAAP Loss from Operations (in thousands) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | GAAP loss from operations | $(882,213) | $(531,665) | | Stock-based compensation | $537,818 | $347,159 | | Amortization of intangibles | $172,551 | $33,483 | | Other adjustments | $81,720 | $115,172 | | Non-GAAP loss from operations | $(90,124) | $(35,851) | Reconciliation of GAAP to Non-GAAP Net Loss (in thousands) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | GAAP net loss | $(919,488) | $(532,607) | | Total non-GAAP adjustments | $813,343 | $489,399 | | Non-GAAP net loss | $(106,145) | $(43,208) | - The company plans to replace its current non-GAAP measures with adjusted gross profit and adjusted EBITDA starting in fiscal year 2023[279] Liquidity and Capital Resources Unity's liquidity is supported by $1.6 billion in cash and investments, with net cash used in operating activities, and sufficient funds are expected for the next 12 months - As of December 31, 2022, principal sources of liquidity were cash, cash equivalents, and short-term investments totaling $1.6 billion[294] Cash Flow Summary (in thousands) | Activity | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | $(59,431) | $(111,449) | $19,913 | | Net cash provided by (used in) investing activities | $723,228 | $(1,837,360) | $(575,190) | | Net cash (used in) provided by financing activities | $(226,634) | $1,721,002 | $1,701,455 | - The company believes existing liquidity will be sufficient to meet working capital and capital expenditure needs for at least the next 12 months[299] Quantitative and Qualitative Disclosures About Market Risk The company is exposed to foreign currency exchange risk as its expenses are denominated in various local currencies while the majority of its revenue is in U.S. dollars, which it hedges using forward currency contracts - The company's primary market risk is foreign currency exchange risk, as most revenue is in U.S. dollars while expenses are in various local currencies[315] - Unity enters into forward currency contracts to hedge its foreign currency exposure[315] Financial Statements and Supplementary Data The consolidated financial statements, audited by Ernst & Young LLP, present Unity's financial position and results of operations, showing total assets of $7.83 billion and a net loss of $919.5 million for 2022, with an unqualified audit opinion that excluded the recently acquired ironSource from the internal control assessment Consolidated Balance Sheets The balance sheet shows total assets increased to $7.83 billion in 2022, primarily due to the ironSource acquisition, which significantly boosted goodwill and intangible assets, while total liabilities also rose Consolidated Balance Sheet Summary (in thousands) | Account | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Assets | | | | Cash and cash equivalents | $1,485,084 | $1,055,776 | | Goodwill | $3,200,955 | $1,620,127 | | Intangible assets, net | $1,922,234 | $814,386 | | Total Assets | $7,833,985 | $4,841,346 | | Liabilities & Equity | | | | Total current liabilities | $1,010,284 | $626,150 | | Convertible notes | $2,707,171 | $1,703,035 | | Total Liabilities | $4,079,856 | $2,446,955 | | Total Stockholders' Equity | $3,534,566 | $2,394,391 | Consolidated Statements of Operations The consolidated statement of operations shows revenue of $1.39 billion and a net loss of $919.5 million for 2022, with significant increases in total operating expenses Consolidated Statement of Operations (in thousands) | Metric | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Revenue | $1,391,024 | $1,110,526 | $772,445 | | Gross Profit | $948,524 | $856,896 | $600,098 | | Total Operating Expenses | $1,830,737 | $1,388,561 | $874,910 | | Loss from Operations | $(882,213) | $(531,665) | $(274,812) | | Net Loss | $(919,488) | $(532,607) | $(282,308) | | Net Loss Per Share | $(2.96) | $(1.89) | $(1.66) | Note 5. Acquisitions Unity completed the acquisition of ironSource for approximately $2.9 billion in November 2022, primarily through stock issuance, significantly impacting intangible assets and goodwill, with pro forma revenue for the combined entity reaching $2.02 billion in 2022 - On November 7, 2022, Unity completed the acquisition of ironSource for a total purchase consideration of approximately $2.9 billion, paid primarily through the issuance of 112.5 million shares of common stock[430] ironSource Purchase Price Allocation (in thousands) | Asset/Liability | Fair Value | | :--- | :--- | | Intangible assets, net | $1,270,000 | | Goodwill | $1,543,084 | | Total identifiable net assets assumed | $1,372,540 | | Fair value of total consideration | $2,915,624 | - Unaudited pro forma revenue for the combined company was $2.02 billion for 2022 and $1.66 billion for 2021, assuming the acquisition occurred on January 1, 2021[434] Note 9. Borrowings The company issued $1.0 billion in 2.0% convertible senior notes due 2027 and $1.725 billion in 0% convertible senior notes due 2026, with associated capped call transactions to mitigate dilution - In November 2022, the company issued $1.0 billion of 2.0% convertible senior notes due 2027 (the "2027 Notes") in connection with the ironSource merger[446] - In November 2021, the company issued $1.725 billion of 0% convertible senior notes due 2026 (the "2026 Notes")[452] - In connection with the 2026 Notes, the company entered into capped call transactions at a cost of $48.1 million to reduce potential dilution upon conversion[457][458] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[496] Controls and Procedures Management concluded that the company's disclosure controls and procedures and internal control over financial reporting were effective as of December 31, 2022, though the assessment excluded the recently acquired ironSource - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2022[498] - Management's assessment of internal control over financial reporting concluded that such controls were effective as of December 31, 2022[499] - The assessment of internal control over financial reporting excluded the ironSource acquisition, completed in November 2022, as permitted by SEC guidance, with ironSource representing 7% of total assets and 9% of revenues for the year[500] Other Information The company reports no other information for this item - None[515] Part III This part incorporates by reference information on directors, executive officers, corporate governance, executive compensation, security ownership, related party transactions, and principal accountant fees from the company's 2023 Proxy Statement Directors, Executive Officers, and Corporate Governance Information regarding directors, executive officers, and corporate governance is incorporated by reference from the company's definitive proxy statement for its 2023 Annual Meeting of Stockholders - The information required by this item is incorporated by reference to the company's 2023 Proxy Statement[519][521] Executive Compensation Information regarding executive compensation is incorporated by reference from the company's definitive proxy statement for its 2023 Annual Meeting of Stockholders - The information required by this item is incorporated by reference to the company's 2023 Proxy Statement[522] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information regarding security ownership and related matters is incorporated by reference from the company's definitive proxy statement for its 2023 Annual Meeting of Stockholders - The information required by this item is incorporated by reference to the company's 2023 Proxy Statement[523] Certain Relationships and Related Transactions, and Director Independence Information regarding certain relationships, related transactions, and director independence is incorporated by reference from the company's definitive proxy statement for its 2023 Annual Meeting of Stockholders - The information required by this item is incorporated by reference to the company's 2023 Proxy Statement[523] Principal Accountant Fees and Services Information regarding principal accountant fees and services is incorporated by reference from the company's definitive proxy statement for its 2023 Annual Meeting of Stockholders - The information required by this item is incorporated by reference to the company's 2023 Proxy Statement[524] Part IV This section provides an index of exhibits and financial statement schedules filed with the Form 10-K, noting the omission of certain schedules Exhibits and Financial Statement Schedules This section lists the documents filed as part of the Annual Report on Form 10-K, including the consolidated financial statements and various exhibits, with financial statement schedules omitted as not applicable or included elsewhere - This section contains the index of all exhibits filed with the Form 10-K[527][528] - All financial statement schedules have been omitted because they are not required or applicable[532] Form 10-K Summary The company provides no summary for this item - None[533]