PROPHET 21 INC
10-Q, 1998-11-13
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 September 30, 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 October 31, 1998:

Class                                          Number of Shares
- -----                                          ----------------

Common Stock, $.01 par value                       3,724,974

<PAGE>

                        PROPHET 21, INC. AND SUBSIDIARIES





                                TABLE OF CONTENTS
                                                                          Page
                                                                          ----

PART  I.     FINANCIAL INFORMATION....................................     1

     Item 1. Financial Statements.....................................     1

           Consolidated Balance Sheets
           as of June 30, 1998 and
           September 30, 1998 (unaudited)..............................    2

           Consolidated Statements of Operations
           for the three months ended
           September 30, 1997 and 1998 (unaudited).....................    3

           Consolidated Statements of Cash Flows
           for the three months ended
           September 30, 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.............    9

           Results of Operations.......................................    10

           Liquidity and Capital Resources.............................    12

           Year 2000 Compliance........................................    13

PART II.   OTHER INFORMATION...........................................    14

     Item 6. Exhibits and Reports on Form 8-K..........................    14

SIGNATURES ............................................................    15


                                      - i -
<PAGE>


                          PART I. FINANCIAL INFORMATION




                          Item 1. Financial Statements.


                                      - 1 -
<PAGE>


                        PROPHET 21, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                          (In Thousands, Except Shares)


                                                      June 30,     September 30,
                                                        1998            1998
                                                        ----            ----
ASSETS                                                              (Unaudited)
Current assets:
   Cash and cash equivalents...................     $  2,206         $  2,484
   Marketable securities.......................        1,555            1,488
   Accounts receivable, net of allowance for
     doubtful accounts of $240 and $308,
     respectively..............................       17,201           16,148
   Billed and unearned maintenance contracts...        2,016            2,226
   Inventories.................................        1,402            1,261
   Deferred income taxes.......................          203              203
   Prepaid and other current assets............          797              829
                                                    --------         --------
      Total current assets.....................       25,380           24,639
Long-term marketable securities................        2,825            3,175
Equipment and improvements, net................        2,887            2,787
Software development costs, net................        3,410            3,090
Other assets...................................          113               87
                                                    --------         --------
      Total assets.............................     $ 34,615         $ 33,778
                                                    ========         ========


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable............................     $  3,690          $  2,494
   Accrued expenses and other liabilities .....        1,540             1,089
   Commissions payable.........................          808               439
   Taxes payable...............................          668               913
   Profit sharing plan contribution payable ...          391               302
   Deferred income ............................        2,451             2,533
                                                    --------          --------
      Total current liabilities ...............        9,548             7,770
                                                    --------          --------
Commitments and contingent liabilities.........           --                --
Deferred income taxes..........................        1,211             1,211
                                                    --------          --------
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;
     4,153,642 and 4,161,742 shares issued,
     respectively; 3,710,742 and 3,718,842
     outstanding, respectively.................           42                42
   Additional paid-in capital..................       10,386            10,500
   Retained earnings ..........................       15,946            16,773
   Treasury stock at cost, 442,900 shares .....       (2,518)           (2,518)
                                                    ---------         ---------
      Total stockholders' equity ..............       23,856            24,797
                                                    ---------         ---------
      Total liabilities and stockholders' 
          equity ..............................     $ 34,615          $ 33,778
                                                    ========          ========

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

                                      - 2 -
<PAGE>

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


                                                      For the Three Months
                                                       Ended September 30,
                                               ---------------------------------
                                                      1997              1998
                                                      ----              ----

Revenue:
  System sales...............................     $  5,983           $  6,504
  Service and support........................        3,742              4,661
                                                  --------           --------
                                                     9,725             11,165
Cost of revenue:
  System sales...............................        3,454              3,437
  Service and support........................        1,884              2,221
                                                  --------           --------
                                                     5,338              5,658
                                                  --------           --------
     Gross profit............................        4,387              5,507
                                                  --------           --------

Operating expenses:
  Sales and marketing........................        2,099              2,393
  General and administrative.................          655                660
  Research and development...................          789              1,310
                                                  --------           --------
                                                     3,543              4,363
                                                  --------           --------
     Operating income........................          844              1,144
Interest income..............................           86                 72
                                                  --------           --------
Income before taxes..........................          930              1,216
Provision for income taxes...................          335                389
                                                  --------           --------

Net income...................................     $    595           $    827
                                                  ========           ========

Basic earnings per share:
Net income per share.........................     $    .17           $    .22
                                                  ========           ========
Weighted average common shares outstanding...        3,560              3,686
                                                  ========           ========

Diluted earnings per share:
Net income per share.........................     $    .16           $    .21
                                                  ========           ========
Weighted average common and common equivalent
  shares outstanding.........................        3,780              4,023
                                                  ========           ========





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


                                      - 3 -
<PAGE>

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

                                                Three Months Ended September 30,
                                                --------------------------------
                                                          1997           1998
                                                          ----           ----

Cash flows from operating activities:
Net income.........................................      $    595      $    827
                                                         --------      --------

Adjustments to reconcile net income to net
  cash provided by operating activities:
    Depreciation and amortization..................           333           589
    Provision for losses on accounts receivable....            69            67
Increases (decreases) in operating assets:
    Accounts receivable............................        (1,549)          986
    Billed and unearned maintenance................          (291)         (210)
    Inventories....................................          (524)          141
    Prepaid expenses and other assets..............            74           (32)
    Other assets...................................            --            26
Decreases (increases) in operating liabilities:
    Accounts payable...............................           (64)       (1,196)
    Accrued expenses...............................          (494)         (948)
    Taxes payable..................................            46           374
    Profit sharing plan contribution payable.......            75           (89)
    Deferred income................................            67            82
                                                         --------      --------
    Total adjustments..............................        (2,258)         (210)
                                                         --------      --------
Net cash (used) provided by operating activities...        (1,663)          617
                                                         --------      --------

Cash flows from investing activities:
  Cash purchases of equipment and improvements.....          (340)         (253)
  Software development costs.......................          (564)           --
  Purchase of marketable securities................        (1,475)       (1,200)
  Maturity of marketable securities................         2,700         1,000
                                                         --------      --------
Net cash provided (used) by investing activities...           321          (453)
                                                         --------      --------

Cash flows from financing activities:
  Employee stock purchase plan.....................            --            62
  Stock options exercised including tax benefits...            --            52
                                                         --------      --------
Net cash provided by financing activities..........            --           114
                                                         --------      --------
Net (decrease) increase in cash and cash 
  equivalents .....................................        (1,342)          278
Cash and cash equivalents at beginning
  of period........................................         1,829         2,206
                                                         --------      --------
Cash and cash equivalents at end of period.........      $    487      $  2,484
                                                         ========      ========

Supplemental cash flow disclosures:
  Income taxes paid................................      $    351      $     15
                                                         ========      ========

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


                                      - 4 -
<PAGE>

                        PROPHET 21, INC. AND SUBSIDIARIES
                        ---------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
           (Information for September 30, 1997 and 1998 is unaudited)


NOTE 1 -- BASIS OF PRESENTATION:

     The  information  presented for September 30, 1998, and for the three-month
periods ended September 30, 1997 and 1998, 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  September  30, 1998 and the results of its
operations and its cash flows for the  three-month  periods ended  September 30,
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,
1998,  which were included as part of the Company's  Annual Report on Form 10-K.
Certain items in prior year  financial  statements  have been  reclassified  for
comparative purposes.

     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 -- 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  after  technological  feasibility  has been
demonstrated.  Beginning when the products are offered for sale, the capitalized
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.

     Amortization of capitalized software development costs amounted to $426 and
$320 in the year ended June 30, 1998,  and the three months ended  September 30,
1998, respectively. All other research and development costs have been expensed.


                                      - 5 -
<PAGE>


                        PROPHET 21, INC. AND SUBSIDIARIES
                        ---------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
           (Information for September 30, 1997 and 1998 is unaudited)

NOTE 3 -- 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 of Directors may determine.

NOTE 4 -- STOCK REPURCHASE PROGRAM:

     In fiscal 1997, the Company's  Board of Directors  approved  resolutions to
repurchase  up to 600,000  shares of the  Company's  Common Stock in open market
purchases. The Company has repurchased an aggregate of 442,900 shares at a total
cost of $2,518,000.  Such shares are held in treasury. The Company's last Common
Stock repurchase occurred in the fourth quarter of fiscal 1997.

NOTE 5 -- NEW ACCOUNTING STANDARD:

     In February 1997, the Financial  Accounting Standards Board issued SFAS No.
128, "Earnings per Share," which will replace the current 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 No. 128 requires a dual
presentation  of basic and diluted  earnings per share on the face of the income
statement.


                                      - 6 -
<PAGE>

                        PROPHET 21, INC. AND SUBSIDIARIES
                        ---------------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
           (Information for September 30, 1997 and 1998 is unaudited)

     The Company  adopted SFAS No. 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 No. 128 are
not  materially  different  from those  computed  under the  present  accounting
standard.

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

                                                  Three Months Ended,
                                                     September 30,
                                                  1997          1998
                                                  ----          ----

     Net Income.........................        $    595      $   827
     Weighted average common shares
       outstanding......................           3,560        3,686
     Basic earnings per share...........        $   0.17      $  0.22
     Effect of dilutive securities:
       Stock Options....................             220          337
     Weighted average common and
       common equivalent shares
       outstanding......................           3,780        4,023
     Diluted earnings per share.........        $   0.16      $  0.21

     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.

     In October 1997,  the American  Institute of Certified  Public  Accountants
issued  Statement of Position  (SOP) 97-2,  Software  Revenue  Recognition.  The
statement  supersedes  SOP 91-1 and  provides  specific  industry  guidance  and
stipulates that revenue recognized from software arrangements is to be allocated
to each  element of the  arrangement  based on the  relative  fair values of the
elements,  such as software  products,  upgrades,  enhancements,  post  contract

                                      - 7 -
<PAGE>

customer support,  installation,  or training. Under SOP 97-2, the determination
of fair value is based on  objective  evidence  which is specific to the vendor.
Prophet offers the various  elements  individually,  and has used the individual
prices as a reference for  allocation  of revenues.  SOP 97-2 was adopted by the
Company  effective  July 1, 1998. The adoption of SOP 97-2 did not result in any
significant changes to Prophet 21's revenue recognition policy.


                                      - 8 -
<PAGE>
ITEM 2.     MANAGEMENT'S  DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
            FINANCIAL CONDITION.

GENERAL

     The Company was established to provide  innovative  software solutions that
meet the  changing  business  demands  of  distribution  operations  within  the
extended  supply  chain.  Prophet 21  develops,  markets and supports a complete
suite of Year 2000 compliant,  distribution-centric  enterprise applications for
either Windows NT or UNIX for finance,  order management,  inventory management,
purchasing  and   electronic   commerce.   In  addition,   Prophet  21  provides
industry-specific,  distribution-centric enterprise solutions for select markets
including  industrial,  automotive,  aerospace and defense,  electrical  supply,
electronics, and plumbing and HVAC.

     The Company's  revenue is derived primarily from the sale of either Prophet
21 Acclaim or Prophet 21 Servent  Software  Solutions.  Other sources of revenue
include:  customer support maintenance  contracts,  equipment  maintenance (when
purchased via Prophet 21), the sale of optional  third-party  software  products
and training services provided by the Company's  Educational Services Department
which began operations in fiscal 1998. Each Prophet 21 Acclaim Solution 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.  Each Prophet 21 Servent Solution includes the Prophet
21  Servent  Software,   training,  support  and  installation.   The  Company's
Educational  Services  Department  develops a variety of  educational  tools and
programs to train  customers in the Prophet 21 Systems.  Such  programs  include
interactive  computer-based  training,  video training and remote training.  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.

     In fiscal 1996, the Company  introduced its next  generation  UNIX product,
Prophet 21 Acclaim. A complete  distribution  industry  management solution 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  Prophet  21 XL  customers.  It has been
designed so that current XL users 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,  Prophet 21 Servent,  a fully  integrated  Microsoft  Windows  NT-based
client/server  software suite.  Servent is targeted for  medium-sized  companies
looking to solve their distribution-centric business requirements with a Windows
NT  client/server  solution.  These companies  desire a solution that provides a
transaction-intensive  sales order management and inventory  management solution
to meet  their  customer  service  needs.  They  also  require a  solution  that
integrates   with  an  accounting   solution  and  can  be   implemented   in  a
cost-effective manner. The Servent product is

                                     - 9 -
<PAGE>

suitable for distribution oriented companies,  as well as businesses that have a
distribution component of their own. The general release of Servent began in the
third quarter of fiscal 1998.

     The statements contained in this Quarterly Report on Form 10-Q that are not
historical facts are  forward-looking  statements (within the meaning of Section
21E of the  Securities  Exchange Act of 1934, as amended) 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;  (vii) the Company's ability to develop,  market,  provide,  and achieve
market  acceptance  of new service  offerings to new and existing  clients;  and
(viii) Year 2000  compliance of the Company's  and other  vendors'  products and
related  issues,  including  impact of the Year 2000 problem on customer  buying
patterns.

RESULTS OF OPERATIONS

     THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THREE MONTHS ENDED
     SEPTEMBER 30, 1998

     Revenue. Revenue increased by 14.8%, or $1,440,000,  from $9,725,000 in the
three  months  ended  September  30, 1997  ("First  Quarter of Fiscal  1998") to
$11,165,000  in the three months  ended  September  30, 1998 ("First  Quarter of
Fiscal  1999").  System  sales  revenue  increased  by  8.7% or  $521,000,  from
$5,983,000  in the First  Quarter  of  Fiscal  1998 to  $6,504,000  in the First
Quarter of Fiscal 1999. This increase was attributable primarily to the increase
in sales of the Company's new Servent product,  which began in the third quarter
of fiscal 1998, and to sales of the Company's  Prophet 21 Acclaim product,  and,
to a lesser  extent,  the increase in the sale of optional  Prophet 21 software.
Service and support revenue increased

                                     - 10 -
<PAGE>

by 24.6% or $919,000,  from  $3,742,000  in the First  Quarter of Fiscal 1998 to
$4,661,000 in the First Quarter of Fiscal 1999.  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 Acclaim and new Servent product.

     Gross profit. The Company's gross profit increased by 25.5%, or $1,120,000,
from  $4,387,000  in the First Quarter of Fiscal 1998 to $5,507,000 in the First
Quarter of Fiscal 1999.  Gross profit margin  increased from 45.1% of revenue in
the First  Quarter of Fiscal  1998 to 49.3% of  revenue in the First  Quarter of
Fiscal 1999.  Gross profit from system  sales  increased by 21.3%,  or $538,000,
from  $2,529,000  in the First Quarter of Fiscal 1998 to $3,067,000 in the First
Quarter  of Fiscal  1999.  Gross  profit  margin  attributable  to system  sales
increased  from 42.3% in the First  Quarter of Fiscal 1998 to 47.2% in the First
Quarter of Fiscal  1999.  The  increase  in such gross  profit and gross  profit
margin were  attributable  primarily to the sales of the  Company's  new Servent
product,  and to a lesser extent to increased  sales of the  Company's  optional
software  offerings  which carry higher  margins.  Gross profit from service and
support revenue  increased by 31.3%,  or $582,000,  from $1,858,000 in the First
Quarter of Fiscal 1998 to $2,440,000 in the First Quarter of Fiscal 1999.  Gross
profit margin  attributable to service and support revenue  increased from 49.7%
of service and support  revenue in the First  Quarter of Fiscal 1998 to 52.3% of
service and support revenue in the First Quarter of Fiscal 1999. The increase in
such gross profit and gross profit margin was  attributable  primarily to (i) an
increase in the number of new users who have entered into maintenance contracts,
(ii) an increase in services  performed  by the Company in  connection  with the
general  release of the new Prophet 21 Servent and Prophet 21 Acclaim  products,
and (iii) an increase in revenue  from the  Company's  new  Educational  Service
Division. These increases were offset in part by increased staffing.

     Sales and marketing  expenses.  Sales and marketing  expenses  increased by
14.0%,  or  $294,000,  from  $2,099,000  in the First  Quarter of Fiscal 1998 to
$2,393,000  in the First  Quarter of Fiscal 1999,  but  decreased  slightly as a
percentage of revenue from 21.6% to 21.4%, respectively. Such expenses increased
in absolute dollars due primarily to increased  compensation expenses associated
with the Company's  increased  sales and marketing  staffing  related to its new
product  offerings.  Sales and marketing  expenses  decreased as a percentage of
revenue as a result of increased sales volume.

     General and administrative  expenses.  General and administrative  expenses
remained  virtually  flat,  at $655,000 in the First  Quarter of Fiscal 1998 and
$660,000 in the First  Quarter of Fiscal 1999,  but decreased as a percentage of
revenue from 6.7% to 5.9%, respectively. Increases in compensation expenses were
offset in part by decreased  fees paid to the Company's  outside  professionals.
General and  administrative  expenses  decreased as a percentage of revenue as a
result of increased sales volume.

                                     - 11 -
<PAGE>

     Research  and  development  expenses.  Research  and  development  expenses
increased by 66.0%,  or $521,000,  from  $789,000 in the First Quarter of Fiscal
1998 to  $1,310,000  in the First  Quarter of Fiscal  1999,  and  increased as a
percentage of revenue from 8.1% to 11.7%, 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  associated  with the
Company's new product release.

     Income taxes.  The Company's  effective tax rate was 36.0% and 32.0% in the
First Quarter of Fiscal 1998 and 1999, respectively.

LIQUIDITY AND CAPITAL RESOURCES

     Since its inception,  the Company has funded its operations  primarily from
cash generated by operations and available  cash,  including funds raised in the
Company's  initial public  offering  completed in March 1994. The Company's cash
flow  provided by operations  was $617,000 for the three months ended  September
30, 1998.

     The Company's  working capital was $11,251,000 and $16,869,000 at September
30, 1997 and 1998, respectively.

     The  Company   invested   $253,000  in  capital   equipment  and  leasehold
improvements  in the three months ended  September 30, 1998.  There are no other
material commitments for capital expenditures currently outstanding.

     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.

     In fiscal 1997, the Company's  Board of Directors  approved  resolutions to
repurchase  up to 600,000  shares of the  Company's  Common Stock in open market
purchases  not to exceed a purchase  price of $6.00 per share.  The  Company has
repurchased an aggregate of 442,900  shares at a total cost of  $2,518,000.  The
Company's last Common Stock repurchase  occurred in the fourth quarter of fiscal
1997.

     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>

YEAR 2000 COMPLIANCE

     Historically,  certain computer programs have been written using two digits
rather  than four to define  the  applicable  year,  which  could  result in the
computer  recognizing a date using "00" as the year 1900 rather than 2000.  This
in turn,  could  result in major  system  failures  or  miscalculations,  and is
generally  referred to as the "Year 2000 Problem".  The Company believes that it
has  sufficiently  assessed its state of readiness with respect to its Year 2000
compliance.  The Company does not believe that Year 2000  compliance will result
in material investments by the Company, nor does the Company anticipate that the
Year 2000 Problem will have any adverse  effects on the business  operations  or
financial  performance of the Company.  The Company does not believe that it has
any  material  exposure  to the  Year  2000  Problem  with  respect  to its  own
information  systems.  There can be no  assurance,  however,  that the Year 2000
Problem will not adversely affect the Company's business,  operating results and
financial condition.

     Some of the Company's  older  products,  which are no longer sold,  are not
Year 2000 compliant,  however,  the Company offers  compliant  upgrades for such
products.  The Company  believes that each of its current  products is Year 2000
compliant, however, it has no control over whether software modification made by
third parties will be Year 2000  compliant.  There can be no assurance  that the
Company's  products  will not be  integrated  by the Company or its customers or
interact  with  non-compliant  software or other  products  which may expose the
Company to claims.  Additionally,  there can be no assurance that such potential
instances of  non-compliance  will not adversely affect the Company's  business,
operating  results and  financial  condition.  The Company  has  established  no
reserve  for  auditing  its  software  products  or  for  correcting  Year  2000
compliance issues with such products.

     Although the Company  believes its  products are Year 2000  compliant,  the
purchasing  patterns of customers  and  potential  customers  may be affected by
issues  associated with the Year 2000 Problem.  As companies expend  significant
resources to correct their current data storage  solutions,  these  expenditures
may  result in  reduced  funds to  purchase  products  as those  offered  by the
Company. There can be no assurance that the Year 2000 Problem will not adversely
affect the  Company's  business,  operating  results  and  financial  condition.
Conversely,  the Year 2000  Problem  may cause  other  companies  to  accelerate
purchases,  thereby  causing an increase in  short-term  demand and a consequent
decrease in long-term demand for the Company's products.



                                     - 13 -
<PAGE>


                           PART II. OTHER INFORMATION

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K.

      (a)  Exhibits.

           27   Financial Data Schedule for the period ended September 30, 1998.

      (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.



                                     - 14 -
<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:  November 13, 1998                    By:/s/ Charles L. Boyle, III
                                               -------------------------
                                               Charles L. Boyle, III,
                                               President and Chief
                                               Executive Officer
                                               (Principal Executive
                                               Officer)



DATE:  November 13, 1998                    By:/s/ Thomas M. Giuliani
                                               ----------------------
                                               Thomas M. Giuliani,
                                               Chief Financial Officer
                                               and Treasurer
                                               (Principal Financial and
                                               Accounting Officer)


<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  September 30, 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-30-1999           JUN-30-1998
<PERIOD-START>                  JUL-01-1998           JUL-01-1997
<PERIOD-END>                    SEP-30-1998           SEP-30-1997
<EXCHANGE-RATE>                 1,000                 1,000
<CASH>                          2,484                 487
<SECURITIES>                    1,488                 2,351
<RECEIVABLES>                   18,682                14,231
<ALLOWANCES>                    (308)                 (288)
<INVENTORY>                     1,261                 1,641
<CURRENT-ASSETS>                24,639                18,961
<PP&E>                          2,787                 2,574
<DEPRECIATION>                  (589)                 (333)
<TOTAL-ASSETS>                  33,778                27,906
<CURRENT-LIABILITIES>           7,770                 7,710
<BONDS>                         0                     0
           0                     0
                     0                     0
<COMMON>                        42                    40
<OTHER-SE>                      24,755                19,319
<TOTAL-LIABILITY-AND-EQUITY>    33,778                24,906
<SALES>                         11,165                9,725
<TOTAL-REVENUES>                11,165                9,725
<CGS>                           5,658                 5,338
<TOTAL-COSTS>                   5,658                 5,338
<OTHER-EXPENSES>                4,363                 3,543
<LOSS-PROVISION>                0                     0
<INTEREST-EXPENSE>              (72)                  (86)
<INCOME-PRETAX>                 1,216                 930
<INCOME-TAX>                    389                   335
<INCOME-CONTINUING>             0                     0
<DISCONTINUED>                  0                     0
<EXTRAORDINARY>                 0                     0
<CHANGES>                       0                     0
<NET-INCOME>                    827                   595
<EPS-PRIMARY>                   0.22<F1>              0.17 <F3>
<EPS-DILUTED>                   0.21<F2>              0.16 <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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