<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition period from ________ to ________
Commission File Number: 0-26198
UNISON SOFTWARE, INC.
------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 94-2696878
------------------------------- -------------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
5101 PATRICK HENRY DRIVE
SANTA CLARA, CALIFORNIA 95054
(Address of principal executive offices, including zip code)
(408) 988-2800
(Registrant's telephone number, including area code)
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 [X] No [ ]
The number of shares of Common Stock outstanding as of December 31,
1996 was 7,913,674.
<PAGE>
UNISON SOFTWARE, INC.
TABLE OF CONTENTS
Page
----
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets as of May 31, 1996 and
November 30, 1996 3
Consolidated Statements of Operations for the three months
and six months ended November 30, 1995 and November 30, 1996 4
Consolidated Statements of Cash Flows for the six months
ended November 30, 1995 and November 30, 1996 5
Notes to the Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 7
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13
SIGNATURE 14
INDEX TO EXHIBITS 15
2
<PAGE>
ITEM 1
UNISON SOFTWARE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(unaudited)
<TABLE>
<CAPTION>
ASSETS MAY 31, 1996 NOV. 30, 1996
-------------- ---------------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 4,558 $ 5,592
Marketable securities 15,890 19,591
Accounts receivable, net of allowance for doubtful accounts of
$176 and $175 at May 31, 1996 and Nov. 30, 1996, respectively 11,214 10,613
Prepaid expenses and other current assets 116 279
Deferred income taxes 214 214
------- -------
Total Current Assets 31,992 36,289
Property and equipment, net 1,715 2,205
Deferred income taxes 237 227
Other assets, net 277 187
------- -------
Total Assets $34,221 $38,908
------- -------
------- -------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 308 $ 233
Accounts payable 454 307
Current and deferred income taxes payable 403 1,499
Accrued expenses 3,154 3,604
Deferred revenue 6,003 6,705
------- -------
Total Current Liabilities 10,322 12,348
Long-term debt, net of current portion 688 387
Other long-term liabilities 184 202
------- -------
Total Liabilities 11,194 12,937
------- -------
Preferred stock, $0.001 par value;
Authorized: 5,000 shares;
Issued and outstanding: -0- -- --
Common stock, $0.001 par value;
Authorized: 40,000 shares;
Issued and outstanding: 7,683 and 7,891 shares at May 31, 1996
and Nov. 30, 1996, respectively. 8 8
Additional paid-in capital 16,091 16,589
Unrealized holding losses on marketable securities, net (19) --
Retained earnings 7,002 9,279
Cumulative foreign currency translation adjustments (55) 95
------- -------
Total Stockholders' Equity 23,027 25,971
------- -------
Total Liabilities and Stockholders' Equity $34,221 $38,908
------- -------
------- -------
</TABLE>
See accompanying notes.
3
<PAGE>
UNISON SOFTWARE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
---------------------- -------------------
1995 1996 1995 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net revenues:
License fees $5,022 $7,496 $7,855 $12,042
Services 2,034 2,866 4,071 5,899
----- ----- ----- ------
Total net revenues 7,056 10,362 11,926 17,941
----- ------ ------ ------
Costs and expenses:
Cost of license fees 167 329 308 524
Cost of services 394 857 701 1,556
Sales and marketing 3,327 4,479 5,977 8,262
Research and development 1,029 1,239 1,759 2,331
General and administrative 721 1,199 1,273 2,000
----- ------ ------ ------
Total costs and expenses 5,638 8,103 10,018 14,673
----- ------ ------ ------
Income from operations 1,418 2,259 1,908 3,268
Interest and other income (expense), net 288 203 328 435
----- ------ ------ ------
Income before income taxes 1,706 2,462 2,236 3,703
Provision for income taxes 648 948 849 1,426
----- ------ ------ ------
Net income $ 1,058 $ 1,514 $ 1,387 $ 2,277
------- ------- ------- -------
------- ------- ------- -------
Net income per share $ 0.13 $ 0.19 $ 0.18 $ 0.28
------ ------ ------ ------
------ ------ ------ ------
Shares used in per share calculation 7,968 8,094 7,519 8,059
------ ------ ------ ------
------ ------ ------ ------
</TABLE>
See accompanying notes.
4
<PAGE>
UNISON SOFTWARE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
----------------------------------
NOV. 30, 1995 NOV. 30, 1996
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income.................................................. $1,387 $2,277
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization........................... 210 283
Other................................................... 27 150
Changes in assets and liabilities:
Accounts receivable................................... (1,147) 601
Prepaid expenses and other current assets............. 1 (163)
Accounts payable and other accrued expenses........... 126 1,399
Deferred revenue...................................... 358 702
----- -----
Net cash provided by operating activities....... 962 5,249
----- -----
Cash flows from investing activities:
Purchase of property and equipment........................ (571) (773)
Decrease in other long-term assets........................ 17 90
Purchases of marketable securities........................ (11,738) (6,772)
Sales of marketable securities............................ - 3,100
------ -----
Net cash used in investing activities................. (12,292) (4,355)
------ -----
Cash flows from financing activities:
Issuance of common stock and warrants...................... 13,533 498
Payments on capital lease obligations and notes payable.... (317) (358)
------ -----
Net cash provided by financing activities............. 13,216 140
------ -----
Net increase in cash and cash equivalents............. 1,886 1,034
Cash and cash equivalents at beginning of period............. 3,955 4,558
------ -----
Cash and cash equivalents at end of period................... $5,841 $5,592
------ ------
------ ------
</TABLE>
See accompanying notes.
5
<PAGE>
UNISON SOFTWARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 - INTERIM CONSOLIDATED FINANCIAL STATEMENTS
These interim consolidated financial statements are unaudited, but have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation of financial position,
results of operations and cash flows at the dates and for the periods
presented have been included. The interim financial information herein is not
necessarily indicative of results for any future period. The interim
consolidated financial statements should be read in conjunction with the
audited consolidated financial statements and the notes thereto for the
fiscal year ended May 31, 1996 included in the Company's Form 10-K.
NOTE 2 - COMPUTATION OF EARNINGS PER SHARE
Net income per share is computed using the weighted average number of
shares of common and dilutive common equivalent shares outstanding during the
period. Dilutive common equivalent shares consist of options and warrants
(using the treasury stock method for all periods presented).
6
<PAGE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the attached
consolidated financial statements and notes thereto, and with the audited
consolidated financial statements and notes thereto of the Company for the
fiscal year ended May 31, 1996 included in the Company's Form 10-K.
OVERVIEW
Unison Software, Inc. develops, markets, and supports networked systems
management software for distributed, heterogeneous computing environments.
The Company's workload management, storage management, and output management
tools support the deployment of business critical applications in
client/server environments. Unison was incorporated in California in 1980 and
reincorporated in Delaware in July 1995.
The Company's revenues are derived from license fees for software
products and fees for a range of services complementing such products,
including software maintenance and support, training and system
implementation consulting. Software licenses typically are granted on a
perpetual, per-CPU basis, although the Company may grant site or
enterprise-wide licenses for larger installations. License fee revenues are
recognized upon product shipment if no significant vendor obligations remain
and collection of the resulting receivable is deemed probable. Allowances are
established for potential product returns and credit losses, which have not
been substantial to date. Fees for services are charged separately from fees
for software licenses. Service revenues from customer maintenance services,
which include on-going product support and periodic product updates, are
recognized ratably over the term of each contract, which is typically twelve
months. Payments for customer maintenance fees are generally made in advance
and are non-refundable. Service revenues from training and consulting
services are recognized when the services are performed.
License fee revenues have been derived principally from direct sales of
software products to end users through the Company's direct field sales and
telesales force and national account sales group. Although the Company
believes that such direct sales will continue to account for a significant
portion of license fee revenues, the Company expects that revenues from sales
through OEMs, VARs, ISVs and other indirect channels will increase as a
percentage of license fee revenues. The Company's expansion of its field
sales force has caused, and is expected to continue to cause, sales and
marketing expenses to increase. The Company is also increasingly attempting
to direct customers to larger, enterprise-wide implementations of the
Company's products, which may increase the complexity and length of the sales
cycle. In connection with such larger sales, the Company may choose to grant
greater pricing and other concessions than for single department or local
network sales.
The Company's operating results have fluctuated, and may continue to
fluctuate, on an annual and quarterly basis as a result of a number of
factors, many of which are outside of the Company's control. These factors
include the timing of significant orders, the length of sales cycles,
customer budget changes, the timing of new product introductions, changes in
pricing policies by the Company or its competitors, product mix, the market
acceptance of new and enhanced versions of the Company's products, and
conditions and events in the computer industry and the general economy. The
Company does not maintain a significant backlog, and therefore revenues for
each quarter depend to a large extent on orders booked and shipped in that
quarter. Additionally, the Company typically realizes a significant portion
of license fee revenues in the last month of a quarter, frequently in the
last weeks or even days of a quarter. As a result, license fee revenues for
any quarter can be subject to significant variation. The Company establishes
its expenditure levels for sales, marketing, product development and other
operating expenses based, in large part, on its
7
<PAGE>
expected future revenues. If revenues fall below expectations in a particular
quarter, operating results and net income are likely to be materially
adversely affected. A significant portion of the Company's operating expenses
are fixed, and planned expenditures are based primarily on sales forecasts.
Any inability of the Company to adjust spending quickly enough to compensate
for any failure to meet sales forecasts or to receive anticipated revenues,
or any unexpected increase in product returns or other costs, could magnify
the adverse impact of such events on the Company's operating results.
Further, the purchase of the Company's products may involve a significant
commitment of capital by the customer, with the attendant delays frequently
associated with large capital expenditures and acceptance procedures within
an organization. For these and other reasons, the sales cycle associated with
the purchase of client/server networked systems management software is
typically lengthy and subject to a number of significant risks over which the
Company has little or no control, including customers' budgetary constraints
and internal acceptance reviews. Furthermore, the Company's business has
experienced and is expected to continue to experience significant
seasonality, due, among other things, to customer capital spending patterns,
the general summer slowdown in the computer industry and the fact that the
Company's first fiscal quarter coincides with such summer slowdown. Based
upon the foregoing and other factors, the Company believes that its quarterly
revenues, expenses and operating results could vary significantly in the
future, that period-to-period comparisons of its results of operations are
not necessarily meaningful, and that, in any event, such comparisons should
not be relied upon as indications of future performance.
8
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth certain consolidated statement
of operations data as a percentage of total net revenues:
THREE MONTHS ENDED SIX MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
------------------- -----------------
1995 1996 1995 1996
----- ---- ---- ----
Net revenues:
License fees 71.2% 72.3% 65.9% 67.1%
Services 28.8% 27.7% 34.1% 32.9%
------ ------ ------- ------
Total net revenues 100.0% 100.0% 100.0% 100.0%
------ ------ ------- ------
Costs and expenses:
Cost of license fees 2.4% 3.2% 2.6% 2.9%
Cost of services 5.6% 8.3% 5.9% 8.7%
Sales and marketing 47.2% 43.2% 50.1% 46.1%
Research and development 14.6% 12.0% 14.7% 13.0%
General and administrative 10.2% 11.6% 10.7% 11.1%
------ ------ ------- ------
Total costs and expenses 80.0% 78.3% 84.0% 81.8%
------ ------ ------- ------
Income from operations 20.0% 21.7% 16.0% 18.2%
Interest and other income
(expense), net 4.1% 2.0% 2.8% 2.4%
------ ------ ------- ------
Income before income taxes 24.1% 23.7% 18.8% 20.6%
Provision for income taxes 9.2% 9.1% 7.1% 7.9%
------ ------ ------- ------
Net income 14.9% 14.6% 11.7% 12.7%
------ ------ ------- ------
------ ------ ------- ------
NET REVENUES
Net revenues increased 47% from $7.1 million for the three months
ended November 30, 1995 to $10.4 million for the three months ended
November 30, 1996. Net revenues increased 50% from $11.9 million for the
six months ended November 30, 1995 to $17.9 million for the six months
ended November 30, 1996. The increase was primarily the result of growth
in open systems license fees attributable to increased market acceptance
of the Company's UNIX and Microsoft Windows NT products, and increased
revenues from indirect channels. Service revenues also increased,
reflecting the increase in the installed base of the Company's products
and additional revenue generated as a result of the expansion of the
Company's consulting services group.
License fees accounted for 71.2% and 65.9% of net revenues for the
three and six months ended November 30, 1995, respectively, compared to
72.3% and 67.1% of net revenues for the three and six months ended
November 30, 1996, respectively. Conversely, service revenues accounted
for 28.8% and 34.1% of net revenues for the three and six months ended
November 30, 1995, respectively, compared to 27.7% and 32.9% of net
revenues for the three and six months ended November 30, 1996, respectively.
UNIX and Windows NT license fees accounted for 60.4% and 56.8% of total
license fees for the three
9
<PAGE>
and six months ended November 30, 1995, respectively, compared to 70.9% and
70.3% of total license fees for the three and six months ended November 30,
1996, respectively. The increases in UNIX and Windows NT license fee
revenues both in absolute dollars and as a percentage of total license fees
resulted from the expansion of the Company's product offerings and its
increased efforts to address the open distributed systems market. The
Company's future growth, if any, will depend on continued growth in UNIX and
Windows NT license fees. License fees from HP3000 products have been, and
are expected to continue to be, a significant though declining portion of the
Company's net revenues. However, there can be no assurance as to how long
the HP3000 will continue to be a viable product or be used in ways which
benefit from use of the Company's networked systems management tools. The
Company anticipates that HP3000 license fees may decline in the future, as
the Company continues to focus on the open distributed systems market.
Sales to customers outside of the United States, including sales
generated by the Company's United Kingdom subsidiary, represented 22.3% and
24.0% of net revenues for the three and six months ended November 30, 1995,
respectively, as compared to 22.6% of net revenues for the three and six
months ended November 30, 1996, respectively. While declining as a
percentage of total revenues on a year to date basis for the six month
periods, the Company's sales to customers outside of the United States
increased in absolute dollars due to increased acceptance of the Company's
products in these markets.
COST OF LICENSE FEES
Cost of license fees consists primarily of product packaging, shipping,
delivery media, documentation and third-party royalties payable in connection
with sales of certain of the Company's products. Cost of license fees
increased from $167,000, or 3.3% of license fees, in the three months ended
November 30, 1995 to $329,000, or 4.4% of license fees, in the three months
ended November 30, 1996. Cost of license fees increased from $308,000, or
3.9% of license fees, in the six months ended November 30, 1995 to $524,000,
or 4.4% of license fees, in the six months ended November 30, 1996. The
increase in cost of license fees in both absolute dollars and as a percentage
of license fees was primarily a result of increased revenues from the
Company's products that are subject to royalty obligations.
COST OF SERVICES
Cost of services consists primarily of the direct and indirect costs of
providing software maintenance and support, training and consulting services
to the Company's customers. Cost of services increased from $394,000, or
19.4% of service revenues, in the three months ended November 30, 1995 to
$857,000, or 29.9% of service revenues, in the three months ended November
30, 1996. Cost of services increased from $701,000, or 17.2% of service
revenues, in the six months ended November 30, 1995 to $1,556,000, or 26.4%
of service revenues, in the six months ended November 30, 1996. The
increases were due to increases in support personnel in anticipation of
increased demand for customer support services relating to the Company's UNIX
and Windows NT products and additional training and consulting personnel to
assist customers in deploying these products.
SALES AND MARKETING
Sales and marketing expenses consist principally of salaries,
commissions, travel and advertising and promotion costs. Sales and marketing
expenses increased from $3.3 million, or 47.2% of net revenues, in the three
months ended November 30, 1995 to $4.5 million, or 43.2% of net revenues, in
the three months ended November 30, 1996. Sales and marketing expenses
increased from $6.0 million, or 50.1% of net revenues, in the six months
ended November 30, 1995 to $8.3 million, or 46.1% of net revenues, in the six
months ended November 30, 1996. The increase in absolute dollars was
primarily the result of the expansion of the Company's field sales
organization and increased sales compensation resulting from increased
revenues.
10
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Such expenses declined as a percentage of net revenues as the Company
continued to realize benefits from the expanded sales organization. The
Company anticipates that as it continues to expand its sales and marketing
efforts in the open systems market, such expenses will continue to increase
in absolute dollars during fiscal 1997.
RESEARCH AND DEVELOPMENT
Research and development expenses consist primarily of personnel
related costs. Research and development expenses increased from $1.0
million, or 14.6% of net revenues, in the three months ended November 30,
1995 to $1.2 million, or 12.0% of net revenues, in the three months ended
November 30, 1996. Research and development expenses increased from $1.8
million, or 14.7% of net revenues, in the six months ended November 30, 1995
to $2.3 million, or 13.0% of net revenues, in the six months ended November
30, 1996. Research and development expenses increased in absolute dollars
over these periods, and are expected to continue to increase, as a result of
the Company's efforts to enhance and expand its product offerings.
GENERAL AND ADMINISTRATIVE
General and administrative expenses increased from $721,000, or 10.2% of
net revenues, in the three months ended November 30, 1995 to $1.2 million, or
11.6% of net revenues, in the three months ended November 30, 1996. General
and administrative expenses increased from $1.3 million, or 10.7% of net
revenues, in the six months ended November 30, 1995 to $2.0 million, or 11.1%
of net revenues, in the six months ended November 30, 1996. Such increases
were primarily the result of increased costs to comply with the
responsibilities of a public company. The Company expects that its general
and administrative expenses will continue to increase in absolute dollars in
the future as the Company expands its staffing to support expanded operations.
INTEREST AND OTHER INCOME (EXPENSE), NET
Interest and other income (expense), net is comprised primarily of
interest and dividend income, gains on foreign currency translations and
gains on sales of assets, net of interest expense and any losses on the
foregoing. Interest income is comprised primarily of interest on proceeds
from the Company's initial public offering completed in July 1995. Interest
expense has historically been comprised primarily of interest on debt
incurred in connection with a past acquisition and the Company's guarantee of
certain indebtedness of its Employee Stock Ownership Plan. During the quarter
ended November 30, 1995, the ESOP retired its indebtedness with a portion of
the proceeds from the ESOP's sale of shares in the initial public offering.
PROVISIONS FOR INCOME TAXES
The Company recognizes deferred tax liabilities and assets for the
expected future tax consequences of events that have been included in
the financial statements or tax returns. The Company's effective tax rates
were 38.0% and 38.5% for the six months ended November 30, 1995 and November
30, 1996, respectively. Such rates approximately represented the combined
federal and state statutory rate and certain taxes due in the United Kingdom.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically funded its operations and capital
expenditures primarily with cash flow from operations. Net cash provided
by operating activities in the six months ended November 30, 1996 was $5.1
million, resulting primarily from net income, increases in accounts
payable, increases in deferred
11
<PAGE>
revenue and decreases in accounts receivable, slightly offset by a decrease
in prepaid expenses. This compares to net cash provided by operating
activities of $962,000 for the same period of fiscal 1996.
Net cash used in investing activities was $12.3 million and $4.4
million in the six months ended November 30, 1995 and November 30, 1996,
respectively. The latter amount consisted primarily of purchases of
marketable securities and equipment, offset in part by sales of marketable
securities.
Financing activities provided net cash of $13.2 million in the six
months ended November 30, 1995, principally as a result of the Company's
initial public offering completed in July 1995. The Company sold 1.7
million shares of Common Stock at a price to the public of $9.00 per share,
resulting in net proceeds to the Company (after deducting underwriting
discounts and commissions and offering expenses) of approximately
$13.4 million. Financing activities provide $309,000 in the six months
ended November 30, 1996, primarily as a result of issuance of common stock,
offset in part by repayment of notes payable.
12
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11.1 Statement Regarding Computation of Net Income Per Share
27.1 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the period for which
this report is filed.
13
<PAGE>
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.
UNISON SOFTWARE, INC.
(Registrant)
Date: January__, 1997 By: /s/ Richard J. Armitage
------------------------
Richard J. Armitage
Chief Financial Officer
(Principal Financial and
Principal Accounting Officer)
14
<PAGE>
INDEX TO EXHIBITS
EXHIBIT PAGE
11.1 Statement Regarding Computation of Net Income Per Share 16
27.1 Financial Data Schedule --
15
<PAGE>
EXHIBIT 11.1
UNISON SOFTWARE, INC. AND SUBSIDIARIES
COMPUTATION OF NET INCOME PER SHARE (1)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
NOVEMBER 30 NOVEMBER 30,
1995 1996 1995 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Weighted average common shares outstanding for the
period.................................................. 7,462 7,829 7,014 7,744
Common equivalent shares assuming conversion of stock
options and warrants under the treasury stock method.... 506 265 505 315
----- ----- ----- -----
Shares used in per share calculation..................... 7,968 8,094 7,519 8,059
----- ----- ----- -----
----- ----- ----- -----
Net income............................................... $1,058 $1,514 $1,387 $2,277
------ ------ ------ ------
------ ------ ------ ------
Net income per share..................................... $ 0.13 $ 0.19 $ 0.18 $ 0.28
------ ------ ------ ------
------ ------ ------ ------
</TABLE>
(1) There is no difference between primary and fully diluted net income per
share for all periods presented.
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF UNISON SOFTWARE, INC. FOR THE SIX MONTHS
ENDED NOVEMBER 30, 1996 INCLUDED ELSEWHERE IN THIS REPORT AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-31-1997
<PERIOD-START> JUN-01-1996
<PERIOD-END> NOV-30-1996
<CASH> 5,592
<SECURITIES> 19,591
<RECEIVABLES> 10,788
<ALLOWANCES> 175
<INVENTORY> 0
<CURRENT-ASSETS> 36,289
<PP&E> 3,872
<DEPRECIATION> 1,667
<TOTAL-ASSETS> 38,908
<CURRENT-LIABILITIES> 12,348
<BONDS> 0
0
0
<COMMON> 8
<OTHER-SE> 25,963
<TOTAL-LIABILITY-AND-EQUITY> 38,908
<SALES> 0
<TOTAL-REVENUES> 17,941
<CGS> 0
<TOTAL-COSTS> 2,080
<OTHER-EXPENSES> 12,593
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 27
<INCOME-PRETAX> 3,703
<INCOME-TAX> 1,426
<INCOME-CONTINUING> 2,277
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,277
<EPS-PRIMARY> .28
<EPS-DILUTED> .28
</TABLE>
