PROPHET 21 INC
10-Q, 1998-05-15
COMPUTER INTEGRATED SYSTEMS DESIGN
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    FORM 10-Q

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended March 31, 1998
                           Commission File No. 0-23306


                                PROPHET 21, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


           Delaware                                        23-2746447
- -------------------------------             ------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)


19 West College Ave., Yardley, Pennsylvania                                19067
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)


                                 (215) 493-8900
                         ------------------------------
                         (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:
                                              ---                         ---

     Indicate  the  number of  shares  outstanding  of each of the  Registrant's
classes of common stock, as of April 30, 1998:

Class                                                           Number of Shares
- -----                                                           ----------------
Common Stock, $.01 par value                                       3,696,592
<PAGE>

                        PROPHET 21, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS
                                -----------------
                                                                           Page
                                                                           ----
PART I.  FINANCIAL INFORMATION........................................       1
         Item 1.           Financial Statements.......................       1

                  Consolidated Balance Sheets
                  as at June 30, 1997 and
                  March 31, 1998 (unaudited)..........................       2

                  Consolidated Statements of  Income
                  for the three months and the six months ended
                  March 31, 1997 and 1998  (unaudited)................       3

                  Consolidated Statements of Cash Flows
                  for the nine months ended
                  March 31, 1997 and 1998 (unaudited).................       4

                  Notes to Consolidated Financial Statements
                  (unaudited).........................................       5

         Item 2.           Management's Discussion and Analysis
                           of Results of Operations and Financial
                           Condition..................................       8

PART II. OTHER INFORMATION............................................      13

         Item 6.           Exhibits and Reports on Form 8-K...........      13

SIGNATURES............................................................      14

                                      - i -


<PAGE>



                          PART I. FINANCIAL INFORMATION


                          Item 1. Financial Statements

                                     - 1 -

<PAGE>

<TABLE>
<CAPTION>

                        PROPHET 21, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)

                                                      June 30,        March 31,
                                                        1997            1998
                                                    ------------    ------------
                                                                     (Unaudited)
<S>                                                     <C>           <C>
Assets
Current assets:
   Cash and cash equivalents ......................   $  1,829      $  2,869
   Marketable securities ..........................      4,082         1,143
   Accounts receivable, net of allowance for
     doubtful accounts of $218 and $429, 
     respectively .................................     12,172        14,931
   Inventories ....................................      1,117         1,727
   Deferred income taxes ..........................        163           163
   Prepaid and other current assets ...............        437           510
                                                      --------      --------
          Total current assets ....................     19,800        21,343
Long-term marketable securities ...................      2,835         3,250
Equipment and improvements, net ...................      2,536         2,768
Software development costs, net ...................      2,271         3,730
Other assets ......................................        239           138
                                                      --------      --------
          Total assets.............................   $ 27,681      $ 31,229
                                                      ========      ========


Liabilities and Stockholders' Equity
Current liabilities:
   Accounts payable................................   $  3,367      $  3,158
   Accrued expenses and other liabilities .........      1,171         1,399
   Commissions payable ............................        479           572
   Taxes payable ..................................        620           876
   Profit sharing plan contribution payable .......        290           285
   Deferred income ................................      2,153         2,400
                                                      --------      --------
          Total current liabilities ...............      8,080         8,690
                                                      --------      --------
Commitments and contingent liabilities:
   Deferred income taxes ..........................        837           837
                                                      --------      --------
Stockholders' equity:
   Preferred stock -- $0.01 par value, 1,500,000
      shares authorized; no shares issued or
      outstanding .................................         --            --
   Common stock -- $0.01 par value, 10,000,000 
      shares authorized; 4,002,500 and 4,122,500 
      shares issued, respectively; 3,559,600 and 
      3,679,600 shares outstanding, respectively...         40            41
   Additional paid-in capital .....................      8,835         9,665
   Retained earnings ..............................     12,407        14,514
   Treasury stock at cost, 442,900 shares .........     (2,518)       (2,518)
                                                      --------      --------
          Total stockholders' equity ..............     18,764        21,702
                                                      --------      --------
          Total liabilities and stockholders' equity  $ 27,681      $ 31,229
                                                      ========      ========

   The accompanying notes are an integral part of these financial statements.

</TABLE>

                                     - 2 -
<PAGE>
<TABLE>
<CAPTION>

                        PROPHET 21, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                    (In Thousands, Except Per Share Amounts)


                                  For the Three Months     For the Nine Months
                                   Ended March 31,            Ended March 31,
                                  ----------------------------------------------
                                    1997      1998            1997      1998
                                    ----      ----            ----      ----
<S>                               <C>       <C>             <C>       <C>   

Revenue:
   System sales ...............   $ 5,213   $ 7,415         $15,758   $19,826
   Service and support ........     3,427     4,292          10,195    11,919
                                  -------   -------         -------   -------
                                    8,640    11,707          25,953    31,745
                                  -------   -------         -------   -------
Cost of revenue:
   System sales ...............     3,065     3,739           9,065    10,839
   Service and support ........     1,766     2,427           5,246     6,386
                                  -------   -------         -------   -------
                                    4,831     6,166          14,311    17,225
                                  -------   -------         -------   -------
       Gross profit ...........     3,809     5,541          11,642    14,520
                                  -------   -------         -------   -------

Operating expenses:
   Sales and marketing ........     1,859     2,717           6,100     7,120
   General and administrative .       555       699           1,739     2,087
   Research and development ...       595       864           1,921     2,257
                                  -------   -------         -------   -------
                                    3,009     4,280           9,760    11,464
                                  -------   -------         -------   -------
       Operating income .......       800     1,261           1,882     3,056
Interest income ...............        92        78             275       236
                                  -------   -------         -------   -------
Income before taxes ...........       892     1,339           2,157     3,292
Provision for income taxes ....       357       482             863     1,185
                                  -------   -------         -------   -------
                                                                
Net income ....................   $   535   $   857         $ 1,294   $ 2,107
                                  =======   =======         =======   =======

Basic earnings per share:
Net income per share ..........   $  0.14   $  0.24         $  0.33   $  0.59
                                  =======   =======         =======   =======
Weighted average common
   shares outstanding .........     3,771     3,594           3,894     3,571
                                  =======   =======         =======   =======

Diluted earnings per share:
Net income per share ..........   $  0.14   $  0.22         $  0.33   $  0.55
                                  =======   =======         =======   =======
Weighted average common
   and common equivalent shares
   outstanding ................     3,821     3,969           3,922     3,884
                                  =======   =======         =======   =======




   The accompanying notes are an integral part of these financial statements.
</TABLE>


                                     - 3 -
<PAGE>

<TABLE>
<CAPTION>

                        PROPHET 21, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Dollars in Thousands)

                                                   Nine Months Ended March 31,
                                                   -----------------------------
                                                          1997       1998
                                                          ----       ----
<S>                                                     <C>        <C>   

Cash flows from operating activities:
Net income ..........................................   $ 1,294    $ 2,107
                                                        -------    -------

Adjustments  to  reconcile net  income  to  net  
   cash provided by (used by) operating activities:
     Depreciation and amortization ..................       727      1,095
     Gain on sale of equipment ......................       (13)        (3)
     Provision for losses on accounts receivable ....       134        210
Decreases (increases) in operating assets:
     Accounts receivable ............................     1,599     (2,969)
     Inventories ....................................       214       (610)
     Prepaid expenses and other assets ..............       151         28
Increases (decreases) in operating liabilities:
     Accounts payable ...............................      (620)      (209)
     Accrued expenses ...............................      (413)       440
     Income taxes payable ...........................       668        137
     Profit sharing plan contribution payable .......       (34)        (5)
     Deferred income ................................       126        247
                                                        -------    -------
     Total adjustments ..............................     2,539     (1,639)
                                                        -------    -------
Net cash provided by operating activities ...........     3,833        468
                                                        -------    -------
Cash flows from (used by) investing activities:
     Cash purchases of equipment ....................      (881)    (1,188)
     Software development costs .....................    (1,162)    (1,566)
     Purchase of marketable securities ..............    (4,000)    (2,975)
     Maturity of marketable securities ..............     2,500      5,470
                                                        -------    -------
Net cash used by investing activities ...............    (3,543)      (259)
                                                        -------    -------

Cash flows from financing activities:
     Stock options exercised ........................        --        831
     Purchase of treasury stock .....................    (2,069)        --
                                                        -------    -------
Net cash (used by)provided by financing activities ..    (2,069)       831
                                                        -------    -------
Net (decrease) increase in cash and cash equivalents.    (1,779)     1,040
Cash and cash equivalents at beginning of period ....     2,860      1,829
                                                        -------    -------
Cash and cash equivalents at end of period ..........   $ 1,081    $ 2,869
                                                        =======    =======
Supplemental cash flow disclosures:
     Income taxes paid ..............................   $    84    $ 1,046
                                                        =======    =======

   The accompanying notes are an integral part of these financial statements.
</TABLE>


                                     - 4 -
<PAGE>

                        PROPHET 21, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   -------------------------------------------
             (Information for March 31, 1997 and 1998 is unaudited)

Note 1 -- Basis of Presentation:
- -------------------------------

         The  information  presented  for March 31,  1997 and 1998,  and for the
three-month  and the nine-month  periods then ended,  is unaudited,  but, in the
opinion of the Company's  management,  the accompanying  unaudited  consolidated
financial  statements  contain  all  adjustments   (consisting  only  of  normal
recurring   accruals)  which  the  Company  considers  necessary  for  the  fair
presentation  of the Company's  financial  position as of March 31, 1998 and the
results  of its  operations  and its  cash  flows  for the  three-month  and the
nine-month  periods  ended March 31,  1997 and 1998.  The  financial  statements
included  herein  have been  prepared  in  accordance  with  generally  accepted
accounting  principles  and the  instructions  to Form  10-Q and  Rule  10-01 of
Regulation  S-X.  Accordingly,  certain  information  and  footnote  disclosures
normally included in financial  statements prepared in accordance with generally
accepted   accounting   principles   have  been  condensed  or  omitted.   These
consolidated  financial  statements  should  be read  in  conjunction  with  the
Company's  audited  financial  statements for the year ended June 30, 1997 which
were included as part of the Company's Annual Report on Form 10-K.

         The  consolidated  financial  statements  include  the  accounts of the
Company and its subsidiaries.  All significant  intercompany  balances have been
eliminated.

         Results  for the  interim  period  are not  necessarily  indicative  of
results that may be expected for the entire year.


Note 2 -- Inventories (in thousands):
- ------------------------------------

         A summary of the major components of inventories are as follows:


                                                  June 30,             March 31,
                                                 ---------          ------------
                                                    1997                1998
                                                    ----                ----

Finished goods........................           $   1,043          $    1,721
Used equipment inventory..............                  74                   6
                                                 ---------           ---------
                                                 $   1,117           $   1,727
                                                 =========           =========



                                     - 5 -
<PAGE>


                        PROPHET 21, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   -------------------------------------------
             (Information for March 31, 1997 and 1998 is unaudited)
                                   (Continued)


Note 3 -- Capitalized Software Development Costs (in thousands):
- ---------------------------------------------------------------

         The Company  has  capitalized  certain  software  development  costs in
accordance with the Statement of Financial  Accounting  Standards Board ("SFAS")
No. 86. Such costs are capitalized only after technological feasibility has been
demonstrated.  Beginning  when the products  are offered for sale,  the software
development costs are amortized to cost of revenue on a straight-line basis over
the lesser of three years or the estimated economic lives of the products.

         The  unamortized  portion of  capitalized  software  development  costs
amounted to $2,271 and $3,837 at June 30, 1997 and March 31, 1998, respectively.
Amortization of capitalized  software  development costs amounted to $0 and $107
in the year ended June 30,  1997,  and the nine  months  ended  March 31,  1998,
respectively. All other research and development costs have been expensed.


Note 4 -- Stockholders' Equity:
- ------------------------------

         Preferred Stock:

         The Company has an  authorized  class of 1,500,000  shares of Preferred
Stock which may be issued by the Board of  Directors on such terms and with such
rights, preferences and designations as the Board may determine.

Note 5 -- Stock Repurchase Program:
- ----------------------------------

         In fiscal 1997, the Company's Board approved  resolutions to repurchase
up to 600,000 shares of its Common Stock in open market  purchases.  As of March
31, 1998,  the Company  repurchased  an aggregate of 442,900 shares at a cost of
$2,518,000. All of such repurchases occurred during fiscal 1997. Such shares are
held in treasury.

Note 6 -- New Accounting Standards:
- ----------------------------------

         In February 1997, the Financial  Accounting Standards Board issued SFAS
No. 128  "Earnings  per Share"  ("SFAS 128") which has replaced the former rules
for earnings per share computations,  presentation and disclosure. Under the new
standard, basic earnings per share excludes dilution and is computed by dividing
income available to common shareholders by the weighted average number of common
shares  outstanding  for the period.  Diluted  earnings  per share  reflects the
potential  dilution that could occur if  securities or other  contracts to issue
Common Stock were exercised or converted into Common Stock.  SFAS 128 requires a
dual  presentation  of basic and diluted  earnings  per share on the face of the
income statement.

                                     - 6 -
<PAGE>

         The  Company  has  adopted  SFAS 128 during  fiscal  year 1998 and,  as
required by the standard, has restated all prior period earnings per share data.
The Company's  new earnings per share  amounts as calculated  under SFAS 128 are
not  materially  different  from  those  computed  under the  former  accounting
standard.

         The  following table sets forth the computation of  basic  and dilutive
earnings per share:

<TABLE>
<CAPTION>
 
                                                                Three Months Ended,                  Nine Months Ended,
                                                        ---------------------------------     -----------------------------
                                                                     March 31,                            March 31,
                                                              1997              1998                1997             1998
                                                              ----              ----                ----             ----

<S>                                                     <C>                <C>                <C>                <C>    
Net Income .......................................      $     535,000      $     857,000      $   1,294,000      $2,107,000
Weighted average common shares outstanding........          3,771,000          3,594,000          3,894,000       3,571,000
Basic earnings common share.......................      $        0.14      $       0.24       $        0.33      $     0.59
Effect of dilutive securities:
   Stock Options .................................             50,000            375,000             28,000         313,000(1)

Weighted average common and common equivalent
     shares outstanding ..........................          3,821,000          3,969,000          3,922,000       3,884,000
Diluted earnings per share .......................      $        0.14      $        0.22      $        0.33      $     0.55
</TABLE>

         (1)   Options to purchase 25,000 shares of Common Stock with a weighted
average  exercise price  of $13.25  per share  were outstanding during the first
nine  months of fiscal 1998, but were not included in the computation of diluted
earnings per  share because the exercise price of such options  was greater than
the average market price of the Common Stock.

         Statement  of  Financial   Accounting   Standards  No.  130  "Reporting
Comprehensive  Income" ("SFAS 130"), which was issued in June 1997, is effective
for fiscal  years  beginning  after  December  15,  1997.  SFAS 130  establishes
standards  for  reporting  and  disclosure  of  comprehensive   income  and  its
components in a full set of general-purpose  financial  statements.  The Company
believes  that it does not have a  significant  amount of  comprehensive  income
(loss),  as  defined,  if any.  Accordingly,  the  Company  believes  that  this
statement  will not have a  material  effect on its future  financial  statement
presentations.

         In June 1997,  Statement  of  Financial  Accounting  Standards  No. 131
"Disclosures  About  Segments of an Enterprise and Related  Information"  ("SFAS
131")  was also  issued.  This  pronouncement  is  effective  for  fiscal  years
beginning  after  December 15, 1997 and  requires  disclosures  about  operating
segments and enterprise-wide disclosures about products and services, geographic
areas and major customers.  Effective July 1, 1998, the Company will comply with
the requirements of SFAS 131 and make the necessary disclosures.





                                     - 7 -
<PAGE>

Item 2.      Management's Discussion and  Analysis of Results  of Operations and
             Financial Condition.


General
- -------

         The Company was founded in 1967 to provide custom programming  services
and, in 1974, it began to design, develop, market and support automated business
management  systems for  distributors,  wholesalers  and dealers.  The Company's
revenue is  derived  primarily  from the sale of  Prophet  21  Acclaim  Systems,
maintenance   contracts  which  provide  for  software   support  and  equipment
maintenance, the sale of optional software products and services provided by the
Company's  Educational  Services division which began operations in fiscal 1998.
Each Prophet 21 Acclaim System includes the Prophet 21 Acclaim Software,  an IBM
RISC System/6000  computer,  various optional third party software  products and
hardware  components,   training,   support  and  installation.   The  Company's
Educational  Services  division  develops  a variety  of  educational  tools and
programs to train  customers in the Prophet 21 Systems.  Such  programs  include
fully-interactive   computer-based   training,  video  training  and  nationwide
instructor-based  training  seminars.  The  Company's  cost of revenue  consists
principally of the costs of hardware components,  customer support, installation
and training and, to a lesser extent, third party software.

         The Company implemented a strategic decision early in 1992 to move from
its internally developed proprietary hardware system to an open system platform,
based on the  UNIX/AIX  operating  system  running  on an IBM  RISC  System/6000
computer. The Company's adoption of an open system solution broadened the market
for the Prophet 21 System,  facilitated greater customer acceptance, and allowed
successful integration of industry standard third-party software and hardware.

         In fiscal 1996,  the Company  introduced its next  generation  product,
Prophet 21 Acclaim,  a complete  business  management  system that  combines the
functionality  of the  traditional  Prophet  21 System  with the  technology  of
Progress Software  Corporation's  DBMS. Prophet 21 Acclaim is targeted for sales
to new and current customers. It has been designed so that current customers can
move  to  this  new  product  while   preserving   their   existing   technology
infrastructure.  The  general  release of  Prophet 21 Acclaim  began late in the
second quarter of fiscal 1997.

         In the second quarter of fiscal 1998, the Company introduced its newest
product,  Servent, a fully-integrated  Microsoft Windows NT-based  client/server
software  suite.  Servent is  targeted  for  medium-sized  companies  looking to
leverage the Windows NT client/server  environment and integrate their financial
statements with order entry,  inventory  management and purchasing.  The Servent
product is suitable for general business and  distribution  companies and should
enable  the  Company  to expand  its  market  within  the  general  distribution
marketplace. The general release of Servent began in the third quarter of fiscal
1998.



                                     - 8 -
<PAGE>

         The statements contained in this Quarterly Report on Form 10-Q that are
not historical facts are forward-looking  statements (as such term is defined in
the Private  Securities  Litigation  Reform Act of 1995) that involve  risks and
uncertainties. Such forward-looking statements may be identified by, among other
things,  the use of forward-looking  terminology such as "believes,"  "expects,"
"may,"  "will,"  "should"  or  "anticipates"  or the  negative  thereof or other
variations thereon or comparable terminology, or by discussions of strategy that
involve  risks  and  uncertainties.  From  time  to  time,  the  Company  or its
representatives have made or may make forward-looking  statements,  orally or in
writing. Such forward-looking statements may be included in various filings made
by the Company with the Securities and Exchange Commission, or press releases or
oral statements made by or with the approval of an authorized  executive officer
of the Company. These forward-looking  statements,  such as statements regarding
anticipated  future  revenues,   capital  expenditures,   and  other  statements
regarding  matters  that are not  historical  facts,  involve  predictions.  The
Company's actual results,  performance or achievements  could differ  materially
from the results expressed in, or implied by, these forward-looking  statements.
Potential  risks and  uncertainties  that  could  affect  the  Company's  future
operating  results  include,  but are not limited to: (i)  economic  conditions,
including  economic  conditions  related  to the  computer  industry;  (ii)  the
availability  of  components  and parts  from the  Company's  vendors at current
prices  and  levels;  (iii)  the  intense  competition  in the  markets  for the
Company's  products  and  services;  (iv) the  Company's  ability to protect its
intellectual property; (v) potential infringement claims against the Company for
its software development products; (vi) the Company's ability to obtain customer
maintenance  contracts at current  levels;  and (vii) the  Company's  ability to
develop, market, provide, and achieve market acceptance of new service offerings
to new and existing clients.

Results of Operations
- ---------------------

         Three Months Ended March 31, 1997 and 1998
         ------------------------------------------
         Revenue. Revenue increased by 35.5%, or $3,067,000,  from $8,640,000 in
the three  months  ended  March 31,  1997  ("Third  Quarter of Fiscal  1997") to
$11,707,000  in the three months ended March 31, 1998 ("Third  Quarter of Fiscal
1998"). System sales revenue increased by 42.2%, or $2,202,000,  from $5,213,000
in the Third Quarter of Fiscal 1997 to $7,415,000 in the Third Quarter of Fiscal
1998. This increase was  attributable  primarily to the increase in sales of the
Company's  Prophet 21 Acclaim  product and to sales of the Company's new Servent
product,  which began in the Third Quarter of Fiscal 1998. Also  contributing to
the  increase in system  sales  revenue was the increase in the sale of optional
Prophet  21  software.  Service  and  support  revenue  increased  by 25.2%,  or
$865,000,  from  $3,427,000 in the Third Quarter of Fiscal 1997 to $4,292,000 in
the Third Quarter of Fiscal 1998. This increase was attributable primarily to an
increase in the number of new users who have entered into maintenance contracts,
an increase  in services  performed  by the Company in  connection  with its new
Educational  Services  division  and to services  related to the  Company's  new
Servent product.

         Gross  profit.  The  Company's  gross  profit  increased  by 45.5%,  or
$1,732,000, from $3,809,000 in the Third Quarter of Fiscal 1997 to $5,541,000 in
the Third Quarter of Fiscal 1998.  


                                     - 9 -
<PAGE>

Gross  profit  margin  increased  from 44.1% of revenue in the Third  Quarter of
Fiscal  1997 to 47.3% of revenue  in the Third  Quarter  of Fiscal  1998.  Gross
profit from system sales increased by 71.1%,  or $1,528,000,  from $2,148,000 in
the Third  Quarter of Fiscal 1997 to  $3,676,000  in the Third Quarter of Fiscal
1998.  Gross profit margin  attributable to system sales increased from 41.2% of
system sales  revenue in the Third  Quarter of Fiscal 1997 to 49.6% in the Third
Quarter of Fiscal  1998.  The  increases  in such gross  profit and gross profit
margin were  attributable  primarily to the sales of the  Company's  new Servent
product.  Gross profit from service and support  revenue  increased by 12.3%, or
$204,000,  from  $1,661,000 in the Third Quarter of Fiscal 1997 to $1,865,000 in
the Third Quarter of Fiscal 1998.  Gross profit margin  attributable  to service
and support  revenue  decreased from 48.5% of service and support revenue in the
Third  Quarter of Fiscal  1997 to 43.5% of service  and  support  revenue in the
Third Quarter of Fiscal 1998. The increase in such gross profit was attributable
primarily  to an  increase  in the  number of new users  who have  entered  into
maintenance contracts. The decrease in such gross profit margin was attributable
primarily to an increase in salary and  staffing  expenses  associated  with the
Company's Servent support division.

         Sales and marketing expenses. Sales and marketing expenses increased by
46.2%,  or  $858,000,  from  $1,859,000  in the Third  Quarter of Fiscal 1997 to
$2,717,000 in the Third Quarter of Fiscal 1998, and increased as a percentage of
revenue from 21.5% to 23.2%,  respectively.  Such expenses increased in absolute
dollars and as a percentage  of revenue due  primarily  to increased  commission
expenses  associated  with the Company's  increased  sales and  increased  costs
associated  with the  Company's  annual  User's  Conference,  held in the  Third
Quarter of Fiscal 1998.

         General  and  administrative   expenses.   General  and  administrative
expenses increased by 25.9%, or $144,000,  from $555,000 in the Third Quarter of
Fiscal 1997 to $699,000 in the Third Quarter of Fiscal 1998,  but decreased as a
percentage   of  revenue   from  6.4%  to  6.0%,   respectively.   General   and
administrative expenses increased in absolute dollars due primarily to increases
in compensation  expenses,  but decreased as a percentage of revenue as a result
of increased sales volume.

         Research and development  expenses.  Research and development  expenses
increased by 45.2%,  or $269,000,  from  $595,000 in the Third Quarter of Fiscal
1997 to  $864,000  in the Third  Quarter  of Fiscal  1998,  and  increased  as a
percentage of revenue from 6.9% to 7.4%, respectively.  Research and development
expenses  increased  in  absolute  dollars  and as a  percentage  of revenue due
primarily  to an increase in salary  expenses  and  staffing.  The Company  also
capitalized  $352,000  in  software  development  expenditures  during the Third
Quarter of Fiscal 1998.

         Income  taxes.  The Company's effective tax rate was 40% and 36% in the
Third Quarter of Fiscal 1997 and 1998, respectively.



                                     - 10 -
<PAGE>

         Nine Months Ended March 31, 1997 and 1998
         -----------------------------------------
         Revenue. Revenue increased by 22.3%, or $5,792,000, from $25,953,000 in
the first nine months of fiscal 1997 to  $31,745,000 in the first nine months of
fiscal  1998.  System sales  revenue  increased by 25.8%,  or  $4,068,000,  from
$15,758,000  in the first nine months of fiscal 1997 to $19,826,000 in the first
nine months of fiscal 1998. This increase was attributable primarily to sales of
the Company's  Prophet 21 Acclaim.  Also  contributing to the increase in system
sales revenue was the increase in the sale of optional  Prophet 21 software and,
to a lesser extent,  sales of the Company's new Servent product,  which began in
the Third  Quarter of Fiscal  1998.  Service and support  revenue  increased  by
16.9%, or $1,724,000,  from  $10,195,000 in the first nine months of fiscal 1997
to  $11,919,000  in the first nine  months of fiscal  1998.  This  increase  was
attributable  primarily  to an  increase  in the  number  of new  users who have
entered into  maintenance  contracts,  an increase in services  performed by the
Company in  connection  with its new  Educational  Services  division  and, to a
lesser extent, sales of services related to the Company's new Servent product.

         Gross  profit.  The  Company's  gross  profit  increased  by 24.7%,  or
$2,878,000,  from  $11,642,000  in the  first  nine  months  of  fiscal  1997 to
$14,520,000  in the first  nine  months  of fiscal  1998.  Gross  profit  margin
increased from 44.9% of revenue in the first nine months of fiscal 1997 to 45.7%
of revenue in the first nine  months of fiscal  1998.  Gross  profit from system
sales  increased by 34.3%,  or  $2,294,000,  from  $6,693,000  in the first nine
months of fiscal 1997 to  $8,987,000  in the first nine  months of fiscal  1998.
Gross profit margin  attributable to system sales increased from 42.5% of system
sales revenue in the first nine months of fiscal 1997 to 45.3% in the first nine
months of fiscal  1998.  The  increases  in such gross  profit and gross  profit
margin were  attributable  primarily  to the  increased  sales of the  Company's
Prophet  21  Acclaim  product  and to the  sales of the  Company's  new  Servent
product.  Gross profit from service and support  revenue  increased by 11.8%, or
$584,000,  from $4,949,000 in the first nine months of fiscal 1997 to $5,533,000
in the first nine months of fiscal 1998.  Gross profit  margin  attributable  to
service and support revenue  decreased from 48.5% of service and support revenue
in the first nine  months of fiscal  1997 to 46.4% in the first  nine  months of
fiscal 1998. The increase in such gross profit was attributable  primarily to an
increase in the number of new users who have entered into maintenance contracts.
The  decrease  in such gross  profit  margin was  attributable  primarily  to an
increase  in  salary  and  staffing  expenses   associated  with  the  Company's
Educational Services division and Servent support division.

         Sales and marketing expenses. Sales and marketing expenses increased by
16.7%, or $1,020,000, from $6,100,000 in the first nine months of fiscal 1997 to
$7,120,000  in the  first  nine  months  of  fiscal  1998,  but  decreased  as a
percentage of revenue from 23.5% to 22.4%, respectively. Such expenses increased
in absolute dollars due primarily to increased  commission  expenses  associated
with the Company's  increased  sales,  and to a lesser extent,  increased  costs
associated  with the  Company's  annual  User's  Conference,  held in the  Third
Quarter of Fiscal 1998. Sales and marketing  expenses  decreased as a percentage
of revenue as a result of increased sales volume.

                                     - 11 -
<PAGE>

         General  and  administrative   expenses.   General  and  administrative
expenses  increased by 20.0%,  or $348,000,  from  $1,739,000  in the first nine
months of fiscal 1997 to $2,087,000 in the first nine months of fiscal 1998, but
remained constant as a percentage of revenue at 6.6%. General and administrative
expenses  increased in absolute  dollars due primarily to increases in fees paid
to the Company's outside professionals and compensation expenses.

         Research and development  expenses.  Research and development  expenses
increased by 17.5%,  or $336,000,  from  $1,921,000  in the first nine months of
fiscal 1997 to $2,257,000 in the first nine months of fiscal 1998, but decreased
as a  percentage  of  revenue  from  7.4% to 7.1%,  respectively.  Research  and
development  expenses increased in absolute dollars due primarily to an increase
in salary expenses and staffing.  Research and development expenses decreased as
a percentage of revenue as a result of increased sales volume.  The Company also
capitalized  $1,565,000 in software  development  expenditures  during the first
nine months of fiscal 1997.

         Income  taxes.  The Company's effective tax rate was 40% and 36% in the
first nine months of fiscal 1997 and 1998, respectively.

Liquidity and Capital Resources
- -------------------------------
         Since its inception,  the Company has funded its  operations  primarily
from cash  generated by operations  and available  cash. The Company's cash flow
provided by operations was $468,000 for the nine months ended March 31, 1998.

         The  Company's  working  capital   was  approximately  $14,087,000  and
$12,653,000 at March 31, 1997 and 1998, respectively.

         The Company  invested  $1,188,000  in capital  equipment  and leasehold
improvements  in the nine  months  ended  March  31,  1998.  There  are no other
material commitments for capital expenditures currently outstanding. The Company
also  invested  $1,566,000  in  software  development  during  the  nine  months
ended March 31, 1998.

         The Company does not have a  significant  concentration  of credit risk
with  respect  to  accounts  receivable  due to the large  number  of  customers
comprising the Company's  customer base and their  dispersion  across  different
geographic  regions.  The  Company  performs  on-going  credit  evaluations  and
generally  does not require  collateral.  The  Company  maintains  reserves  for
potential  credit  losses,  and,  to date,  such  losses  have been  within  the
Company's expectations.

         The Company believes that available funds and the cash flow expected to
be  generated  from  operations,  will be  adequate  to satisfy  its current and
planned operations for at least the next 24 months.



                                     - 12 -
<PAGE>

                           PART II. OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K.
- -----------------------------------------
        (a)       Exhibits.

                  None.

        (b)       Reports on Form 8-K.

                  No reports on Form 8-K were filed during the quarter for which
                  this report on Form 10-Q is filed.



                                     - 13 -
<PAGE>

                                   SIGNATURES

         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.




                                                Prophet 21, Inc.




DATE:  May 15, 1998                         By:    /s/ Charles L. Boyle, III
                                                   -------------------------
                                                   Charles L. Boyle, III,
                                                   President and Chief
                                                   Executive Officer
                                                   (Principal Executive Officer)


DATE:  May 15, 1998                          By:    /s/ Thomas M. Giuliani
                                                    ----------------------
                                                    Thomas M. Giuliani,
                                                    Chief Financial Officer and
                                                    Treasurer
                                                    (Principal Financial and
                                                     Accounting Officer)


                                     - 14 -

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
UNAUDITED  FINANCIAL  STATEMENTS  INCLUDED IN THE REGISTRANT'S FORM 10-Q FOR THE
PERIODS  ENDED  MARCH 31,  1998 AND 1997 AND IS  QUALIFIED  IN ITS  ENTIRETY  BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                         0000917823
<NAME>                        Prophet 21, Inc.
<MULTIPLIER>                  1
<CURRENCY>                    U.S. Dollars
                                   
<S>                             <C>                   <C>
<PERIOD-TYPE>                   9-MOS                 9-MOS
<FISCAL-YEAR-END>               JUN-30-1998           JUN-30-1997
<PERIOD-START>                  JUL-01-1997           JUL-01-1996
<PERIOD-END>                    MAR-31-1998           MAR-31-1997
<EXCHANGE-RATE>                 1,000                 1,000
<CASH>                          2,869                 1,081
<SECURITIES>                    1,143                 7,442
<RECEIVABLES>                   15,360                10,639
<ALLOWANCES>                    (429)                 (343)
<INVENTORY>                     1,727                 1,332
<CURRENT-ASSETS>                21,343                20,665
<PP&E>                          3,863                 2,989
<DEPRECIATION>                  (1,095)               (727)
<TOTAL-ASSETS>                  31,229                24,784
<CURRENT-LIABILITIES>           8,690                 6,578
<BONDS>                         0                     0
           0                     0
                     0                     0
<COMMON>                        41                    40
<OTHER-SE>                      21,661                18,166
<TOTAL-LIABILITY-AND-EQUITY>    31,229                24,784
<SALES>                         31,745                25,953
<TOTAL-REVENUES>                31,745                25,953
<CGS>                           17,225                14,311
<TOTAL-COSTS>                   17,225                14,311
<OTHER-EXPENSES>                11,464                9,760
<LOSS-PROVISION>                0                     0
<INTEREST-EXPENSE>              (236)                 (275)
<INCOME-PRETAX>                 0                     0
<INCOME-TAX>                    1,185                 863
<INCOME-CONTINUING>             0                     0
<DISCONTINUED>                  0                     0
<EXTRAORDINARY>                 0                     0
<CHANGES>                       0                     0
<NET-INCOME>                    2,107                 1,294
<EPS-PRIMARY>                   0.59<F1>              0.33 <F3>
<EPS-DILUTED>                   0.55<F2>              0.33 <F4>
<FN>
<F1>      This amount  represents  basic  earnings per share in accordance  with
          the  requirements of Statement of Financial  Accounting  Standards No.
          128 - "Earnings per Share."

<F2>      This amount  represents  basic  earnings per share in accordance  with
          the  requirements of Statement of Financial  Accounting  Standards No.
          128 - "Earnings per Share."

<F3>      This amount  represents  basic  earnings per share in accordance  with
          accordance with the requirements of Statement of Financial  Accounting
          Standards No. 128 - "Earnings per Share."

<F4>      This amount  represents  basic  earnings per share in accordance  with
          accordance with the requirements of Statement of Financial  Accounting
          Standards No. 128 - "Earnings per Share."
</FN>
        

</TABLE>


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