8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): August 26, 2003

UNIFY CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	001-11807 (Commission File No.)
94-2710559
(I.R.S. Employer Identification No.)
2101 Arena Blvd, Suite 100
Sacramento, California 95834
(Address of principal executive offices)
(916) 928-6400
(Registrant’s telephone number, including area code)

ITEM 7. Financial Statements and Exhibits

c) Exhibits.

The exhibits listed below are being furnished with this Form 8-K.

Exhibit
Number	Description
99.1	Press Release dated August 26, 2003
99.2	Transcript of Portion of August 26, 2003 Conference Call

Item 12. Results of Operations and Financial Condition

The information in this Form 8-K and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On August 26, 2003, Unify Corporation (the “Company”) issued a press release regarding the company’s financial results for its first fiscal quarter ended July 31, 2003.  The full text of the Company’s press release is attached hereto as Exhibit 99.1.

In the press release the Company provided certain non-GAAP financial measures, specifically, the reconciliation of GAAP net loss to non-GAAP net income (loss) for both the most recently completed fiscal quarter and the prior year quarter. Reflected in the reconciliation were certain adjustments included in the measurement of GAAP net loss that, when reversed from GAAP net loss, the Company believes, are useful in explaining to investors its net income (loss) from ongoing operations. The Company believes this non-GAAP measure is useful because it permits investors to evaluate important expense and recovery components that may not be apparent from use of the most directly comparable GAAP financial measure.

In the conference call referred to in the press release the Company provided certain non-GAAP financial measures, specifically, the ratio of “end user” software license revenues to “indirect” software license revenues for both the most recently completed fiscal quarter

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and the prior year quarter.  These non-GAAP financial measures exclude from the directly comparable GAAP measures, where applicable, the revenue that is being compared.  For example, calculation of end user revenues excludes indirect revenues and vice versa.  A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures is set forth below.  The Company believes these non-GAAP measures are useful because they permit investors to evaluate changes in important revenue components that may not be apparent from use of the most directly comparable GAAP financial measure.

The Company’s management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating the Company’s operating performance.  Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as reported by the Company may not be comparable to similarly titled items reported by other companies.  A transcript of the portions of the conference call discussing non-GAAP financial measures is attached hereto as Exhibit 99.2.

Software License Revenue

	Quarter End July 31, 2003		%	Quarter End July 31, 2002		%
End user revenue	$	260,000	14%	$	376,000	34%
Indirect revenue	1,576,000		86%	729,000		66%
Total Revenue (GAAP)	$	1,836,000	100%	$	1,105,000	100%

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Unify Corporation

(Registrant)

Date: August 29, 2003

By:	/s/ Peter J. DiCorti
Peter J. DiCorti
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

Exhibit Index

Exhibit
Number	Description
99.1	Press Release dated August 26, 2003
99.2	Transcript of Portion of August 26, 2003 Conference Call

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EX-99.1

Exhibit 99.1

	Unify Corporation
	2101 Arena Blvd.
	Sacramento, CA 95834
	916-928-6400
	www.unify.com

FOR IMMEDIATE RELEASE

Contact:	Deb Thornton
	(916) 928-6379
	deb@unify.com

Unify Corporation Reports First Quarter 2004 Results

First Quarter Revenues Increase 25 Percent Year Over Year; License Revenues Up 66 Percent

SACRAMENTO, Calif., – August 26, 2003 – Unify Corporation (OTC BB: UNFY), a leading provider of business application platform solutions, today announced financial results for the first quarter of fiscal 2004 ended July 31, 2003.

Total revenues in the first quarter were $3.3 million, a 25 percent increase, compared to total revenues of $2.6 million for the first quarter of fiscal 2003.

GAAP net loss for the first quarter was $144,000, or $(0.01) loss per basic share, compared to a net loss of $285,000, or $(0.01) loss per basic share, in the same period of the prior year.   Non-GAAP net income was $280,000, or $0.01 per diluted share, compared to a net loss of $371,000, or $(0.02) loss per diluted share, in the first quarter of fiscal 2003.  Non-GAAP net income excludes severance charges, write-down of the Company’s investments in other assets and other special charges or recoveries.  First quarter gross margin was 88 percent, compared to 89 percent in the first quarter of fiscal 2003.

Reconciliation of GAAP Net Loss to Non-GAAP Net Income (Loss):

	Quarter Ended			Quarter Ended
	July 31, 2003			July 31, 2002
GAAP Net Loss	$	(144,000	)	$	(285,000	)
Adjustments :
Severance Charges	200,000
Write-down of Investments in Other Assets	175,000			20,000
Special Charges (Recoveries)	49,000			(106,000		)
Non-GAAP Net Income (Loss)	$	280,000		$	(371,000	)

- more -

“We are pleased with our significant year over year revenue growth,” said Todd Wille, president and CEO of Unify.  “This quarter we saw a 66 percent increase in software licenses revenue compared to Q1 of last year, which we believe is representative of our increased sales and marketing focus.  Unify NXJ continued to gain traction with new customers, as NXJ offers the most efficient and cost-effective product solution available for delivering Java-based Web applications.  We are excited about the momentum we’re seeing from Unify NXJ and our plans, including hiring additional sales reps, for driving license revenue growth in North America this fiscal year.”

The Company ended the first quarter with $2.5 million in cash and cash equivalents, compared to $3 million at the end of the fourth quarter and $2.8 million at the end of the first quarter of fiscal 2003.  Stockholders’ equity at the end of the first quarter was $1.5 million, compared with $1.5 million at the end of the fourth quarter and $971,000 at the end of the first quarter of fiscal 2003.

During the first quarter, Unify:

•Added several new customers including Century Rayon, Documentum, McCann-Erickson, Perot Systems Corp., Sacramento Technology Group and the University of Mississippi.

•Earned repeat business from existing customers including Business Console Limited, Celebrity Software, CITRA, GEAC Computers Int., Global Turnkey Systems, Inc., National Australian Bank, The Medstat Group, and Triple G System Group, Inc.

•Closed nine Unify NXJ deals.

•Entered into a strategic partnership with the JBoss Group.

•Hired Jim Kanir as the new vice president of worldwide sales and marketing and Clive Radford as the Director of Sales for the UK.

•Aligned the Company to invest additional resources in sales and marketing.

Business Outlook

For the fiscal year ending April 30, 2004, the Company expects revenues to grow 10 to 20 percent from the previous fiscal year.

Conference Call

Unify will hold its quarterly conference call, open to all interested parties, on Aug. 26, 2003, beginning at 2 p.m. Pacific Time.  Listeners should dial 800-231-5571 prior to the start of the conference call.  The conference call will also be Webcast.  Online listeners should visit www.unify.com/investors prior to the start of the call for login information.  A replay of the conference call will be available until Sept. 5, 2003 by dialing 877-519-4471 and entering the pass code 4097573.

About Unify Corporation

Unify Corporation (OTCBB: UNFY) is a global provider of software product solutions that helps companies deliver robust and reliable Web and business applications in less time, at a lower cost and with significantly reduced maintenance.  More than 2,000 organizations around the world use Unify solutions to deliver applications that enhance revenue opportunities, improve operational effectiveness, and enrich customer relationships. Unify’s customers include AT&T, Boeing, Credit Lyonnais, Citigroup Inc., Fannie Mae, Fuji Electric Co. Ltd, GlaxoSmithKline, Heineken, Sescoi, Triple G Systems Group and Wells Fargo.  Founded in 1980, Unify is

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headquartered in Sacramento, Calif., and has offices in the UK and France, in addition to a worldwide network of distributors. Further information is available at www.unify.com.

This press release contains “forward-looking statements” as that term is defined in Section 21E of the Securities Exchange Act of 1934 as amended. Forward looking statements are denoted by words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, and other variations of such words and similar expressions are intended to identify such forward-looking statements.  These forward looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by our forward looking statements. Such risks and uncertainties include, but are not limited to general economic conditions in the computer and software industries, domestically and worldwide, the Company’s ability to keep up with technological innovations in relation to its competitors, product defects or delays, developments in the Company’s relationships with its customers, distributors and suppliers, changes in pricing policies of the Company or its competitors and the Company’s ability to attract and retain employees in key positions. In addition, Unify’s forward looking statements should be considered in the context of other risks and uncertainties discussed in our SEC filings available for viewing on its web site at “Investor Relations,” “SEC filings” or from the SEC at www.sec.gov.

# # #

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UNIFY CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	July 31,			April 30,
	2003			2003
Assets
Current assets:
Cash and cash equivalents	$	2,479		$	3,030
Accounts receivable, net	2,206			2,504
Prepaid expense & other current assets	248			290
Total current assets	4,933			5,824
Property and equipment, net	320			345
Other investments	217			392
Other assets	118			114
Total assets	$	5,588		$	6,675
Liabilities and Stockholders’ Equity
Current liabilities:
Account payable	$	351		$	556
Current portion of long term debt	140			200
Other accrued liabilities	615			822
Accrued compensation and related expenses	566			652
Deferred revenue	2,443			2,936
Total current liabilities	4,115			5,166
Commitments and contingencies
Stockholders’ equity:
Common stock	21			21
Paid in capital	59,414			59,339
Note receivable from stockholder	(60		)	(60		)
Accumulated other comprehensive loss	(10		)	(43		)
Accumulated deficit	(57,892		)	(57,748		)
Total stockholders’ equity	1,473			1,509
Total liabilities and stockholders’ equity	$	5,588		$	6,675

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UNIFY CORPORATION

 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	Three Months Ended
	July 31,
	2003			2002
Revenues:
Software Licenses	$	1,836		$	1,105
Services	1,465			1,533
Total revenues	3,301			2,638
Cost of Revenues:
Software licenses	86			68
Services	320			234
Total cost of revenues	406			302
Gross margin	2,895			2,336
Operating Expenses:
Product development	1,007			1,126
Selling, general and administrative	1,804			1,571
Write-down of other investments	175			20
Special charges (recovery)	49			(106		)
Total operating expenses	3,035			2,611
Loss from operations	(140		)	(275		)
Other expense, net	(2		)	(10		)
Loss before income taxes	(142		)	(285		)
Provision for income taxes	2			0
Net loss	$	(144	)	$	(285	)
Net loss per share:
Basic	$	(0.01	)	$	(0.01	)
Dilutive	$	(0.01	)	$	(0.01	)
Shares used in computing net loss per share:
Basic	21,344			20,639
Dilutive	21,344			20,639

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EX-99.2

Exhibit 99.2

Transcript of Portion of August 26, 2003 Conference Call Discussing Certain Non-GAAP
Financial Measures

Peter J. DiCorti (CFO):

“On a GAAP basis, net loss for the quarter was $144,000, or one cent loss per basic share, compared to a net loss of $285,000, or one cent loss per basic share, in the same period of the prior year.

Non-GAAP net income for the quarter was $280,000, or one cent per diluted share, a $650,000 improvement from our net loss on a Non-GAAP basis of $371,000, or two cent loss per diluted share in the same quarter a year ago.  Our Non-GAAP net income for the first quarter excluded:

•severance charges of $200,000,

•a non-cash write-down of our investment in Arango Software International in the amount of $175,000; and

•$49,000 in special charges attributed to the ongoing costs of the United States Attorney office’s prosecution of two of Unify’s former officers.”

“End user revenue for the quarter was 14 percent of total revenue, down from 34 percent in Q1 of the prior year.  Indirect revenue, which consists of our ISV, solutions integrator and distributor channels, accounted for 86 percent of total revenue, as compared to 66 percent of total revenue for the first quarter of last year.”