PROPHET 21 INC
10-Q, 1999-11-12
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, 1999
                           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 November 1, 1999:

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

     Common Stock, $.01 par value                     3,607,544


<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, 1999 and
              September 30, 1999 (unaudited)...............................  2

              Consolidated Statements of Operations
              for the three months ended
              September 30, 1998 and 1999 (unaudited)......................  3

              Consolidated Statements of Cash Flows
              for the three months ended
              September 30, 1998 and 1999 (unaudited)......................  4

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

     Item 2.  Management's Discussion and Analysis of
              Results of Operations and Financial Condition................  7

              Results of Operations........................................  8

              Liquidity and Capital Resources.............................. 10

              Year 2000 Compliance......................................... 10

PART II.      OTHER INFORMATION............................................ 12

     Item 6.  Exhibits and Reports on Form 8-K............................. 12

SIGNATURES ................................................................ 13



                                      - i -
<PAGE>




                          PART I. FINANCIAL INFORMATION


                          Item 1. Financial Statements.






                                     - 1 -
<PAGE>

                        PROPHET 21, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                          (In Thousands, Except Shares)
<TABLE>
<CAPTION>
                                                                   June 30,          September 30,
                                                                     1999                1999
                                                                   --------          ------------
ASSETS                                                                                (Unaudited)
<S>                                                               <C>                  <C>
Current assets:
   Cash and cash equivalents................................      $  2,520             $  4,060
   Marketable securities....................................         1,661                1,624
   Accounts receivable, net of allowance for
     doubtful accounts of $261 and $261, respectively.......        19,743               14,972
   Billed and unearned maintenance contracts................         2,140                2,266
   Inventories..............................................           666                1,110
   Deferred income taxes....................................           156                  244
   Prepaid and other current assets.........................         1,230                1,451
                                                                  --------             --------
        Total current assets................................        28,116               25,727
Long-term marketable securities.............................         3,175                3,175
Equipment and improvements, net.............................         3,100                3,137
Software development costs, net.............................         2,131                1,812
Other assets................................................            35                   30
                                                                  --------             --------
        Total assets........................................      $ 36,557             $ 33,881
                                                                  ========             ========


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable.........................................      $  2,737             $  2,411
   Accrued expenses and other liabilities ..................         1,715                1,701
   Commissions payable......................................           708                  244
   Taxes payable............................................         1,206                  123
   Profit sharing plan contribution payable ................           403                  265
   Deferred income .........................................         2,959                3,052
                                                                  --------             --------
        Total current liabilities ..........................         9,728                7,796
                                                                  --------             --------
Deferred income taxes.......................................           728                  816
                                                                  --------             --------
Commitments and contingent liabilities
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; 4,193,603 and 4,207,534 shares issued,
     respectively; 3,593,613 and 3,607,544 outstanding,
     respectively...........................................            42                   42
   Additional paid-in capital...............................        10,734               10,812
   Retained earnings .......................................        19,339               18,429
   Treasury stock at cost, 599,990 shares...................        (4,014)              (4,014)
                                                                  --------             --------
        Total stockholders' equity .........................        26,101               25,269
                                                                  --------             --------
        Total liabilities and stockholders' equity .........      $ 36,557             $ 33,881
                                                                  ========             ========
</TABLE>

   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)

<TABLE>
<CAPTION>
                                                                     For the Three Months
                                                                     Ended September 30,
                                                            -----------------------------------
                                                                  1998                  1999
                                                                  ----                  ----
<S>                                                           <C>                    <C>
Revenue:
  Software and hardware sales............................     $   6,504              $   2,938
  Service and support....................................         4,661                  6,348
                                                              ---------              ---------
                                                                 11,165                  9,286
                                                              ---------              ---------
Cost of revenue:
  Software and hardware sales............................         2,901                  1,962
  Service and support....................................         2,757                  3,772
                                                              ---------              ---------
                                                                  5,658                  5,734
                                                              ---------              ---------
      Gross profit.......................................         5,507                  3,552
                                                              ---------              ---------
Operating expenses:
  Sales and marketing....................................         2,393                  2,496
  Research and development...............................         1,310                  1,718
  General and administrative.............................           660                    777
                                                              ---------              ---------
                                                                  4,363                  4,991
                                                              ---------              ---------
      Operating income (loss)............................         1,144                 (1,439)
Interest income..........................................            72                     60
                                                              ---------              ---------
Income (loss) before taxes...............................         1,216                 (1,379)
Provision (benefit) for income taxes.....................           389                   (469)
                                                              ---------              ---------

Net income (loss)........................................     $     827              $    (910)
                                                              =========              =========

Basic earnings (loss) per share:
  Net income (loss) per share............................     $    0.22              $   (0.25)
                                                              =========              =========
  Weighted average common shares outstanding.............         3,686                  3,594
                                                              =========              =========

Diluted earnings (loss) per share:
  Net income (loss) per share............................     $    0.21              $   (0.25)
                                                              =========              =========
  Weighted average common and common equivalent shares
    outstanding..........................................         4,023                  3,594
                                                              =========              =========

</TABLE>




   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)
<TABLE>
<CAPTION>
                                                                   Three Months Ended September 30,
                                                                   --------------------------------
                                                                         1998              1999
                                                                         ----              ----
<S>                                                                    <C>               <C>
Cash flows from operating activities:
Net income (loss)............................................          $     827         $    (910)
                                                                       ---------         ---------

Adjustments to reconcile net income (loss) to net
  cash provided by operating activities:
     Depreciation and amortization...........................                589               750
     Provision for losses on accounts receivable.............                 67                49
(Increases) decreases in operating assets:
     Accounts receivable.....................................                986             4,722
     Advanced billings.......................................               (210)             (126)
     Inventories.............................................                141              (444)
     Prepaid expenses and other current assets...............                (32)             (221)
     Other assets............................................                 26                 5
Increases (decreases) in operating liabilities:
     Accounts payable........................................             (1,196)             (328)
     Accrued expenses........................................               (948)             (478)
     Taxes payable...........................................                374            (1,083)
     Profit sharing plan contribution payable................                (89)             (138)
     Deferred income.........................................                 82                93
                                                                       ---------         ---------
     Total adjustments.......................................               (210)            2,801
                                                                       ---------         ---------
Net cash provided by operating activities....................                617             1,891
                                                                       ---------         ---------

Cash flows from investing activities:
  Cash purchases of equipment and improvements...............               (253)             (430)
  Purchase of marketable securities..........................             (1,200)               --
  Maturity of marketable securities..........................              1,000                --
                                                                       ---------         ---------
Net cash used by investing activities........................               (453)             (430)
                                                                       ---------         ---------

Cash flows from financing activities:
  Stock options exercised....................................                 52                24
  Employee stock purchase plan...............................                 62                55
                                                                       ---------         ---------
Net cash provided by financing activities....................                114                79
                                                                       ---------         ---------
Net increase in cash and cash equivalents....................                278             1,540
Cash and cash equivalents at beginning of period.............              2,206             2,520
                                                                       ---------         ---------
Cash and cash equivalents at end of period...................          $   2,484         $   4,060
                                                                       =========         =========

Supplemental cash flow disclosures:
  Income taxes paid..........................................          $      15         $     403
                                                                       =========         =========
</TABLE>

   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, 1998 and 1999 is unaudited)
                     (dollars in thousands, except shares)


NOTE 1 -- BASIS OF PRESENTATION:

     The  information  presented for September 30, 1999, and for the three-month
periods ended September 30, 1998 and 1999, 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, 1999 and the results of its
operations and its cash flows for the  three-month  periods ended  September 30,
1998 and 1999. 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,
1999, 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.

     Certain items in prior period financial  statements have been  reclassified
for comparative purposes.

     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:

     The  Company  has  capitalized   certain  software   development  costs  in
accordance with the Statement of Financial  Accounting  Standards Board ("SFAS")
No.  86.  Such  costs  were  capitalized  after  technological  feasibility  was
demonstrated.  Beginning  when the products were offered for sale,  the software
development  costs were and are continuing to be 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  amounted to $319 in the
three months ended September 30, 1999. 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, 1998 and 1999 is unaudited)
                     (dollars in thousands, except shares)


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 599,990 shares at a total
cost of $4,014.  Such shares are held in  treasury.  The  Company's  last Common
Stock repurchase occurred in the fourth quarter of fiscal 1999.




                                     - 6 -
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
          FINANCIAL CONDITION.

GENERAL

     The Company provides  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,
UNIX or AS/4000 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 manufacturer representative organizations,  automotive, aerospace and
defense,  electrical supply,  electronics,  medical and dental,  tile, plumbing,
HVAC, hardware, janitorial and general distribution.

     The Company's revenue is derived from the sale of either Prophet 21 Acclaim
or Prophet 21 Wholesale  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  Wholesale  Solution  includes  the  Prophet 21
Wholesale   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.

     Prophet 21 Acclaim is 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 customers 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.

     Prophet 21  Wholesale  is a fully  integrated  Microsoft  Windows  NT-based
client/server  software suite. Prophet 21 Wholesale 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


                                     - 7 -
<PAGE>

manner.  The Prophet 21 Wholesale product is suitable for  distribution-oriented
companies,  as well as businesses  that have a  distribution  component of their
own.

     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, 1998  COMPARED TO THREE  MONTHS  ENDED
     SEPTEMBER 30, 1999

     Revenue. Revenue decreased by 16.8%, or $1,879,000, from $11,165,000 in the
three  months  ended  September  30, 1998  ("First  Quarter of Fiscal  1999") to
$9,286,000  in the three months  ended  September  30, 1999  ("First  Quarter of
Fiscal  2000").  Software  and hardware  sales  revenue  decreased by 54.8%,  or
$3,566,000, from $6,504,000 in the First Quarter of Fiscal 1999 to $2,938,000 in
the First Quarter of Fiscal 2000. This decrease was attributable  primarily to a
slowdown  in  software  market  sales  caused by  potentially  new and  existing
customer  concerns  relating to issues in connection  with the Year 2000.  Other
factors  contributing  to the decrease  included the  Company's  focus on larger
accounts which typically require a longer sales cycle


                                     - 8 -
<PAGE>

than  traditionally  targeted Prophet 21 customers.  Service and support revenue
increased by 36.2%,  or  $1,687,000,  from  $4,661,000  in the First  Quarter of
Fiscal 1999 to $6,348,000 in the First Quarter of Fiscal 2000. This increase was
attributable  primarily  to an  increase  in the  number  of new  users who have
entered into maintenance contracts.

     Gross profit. The Company's gross profit decreased by 35.5%, or $1,955,000,
from  $5,507,000  in the First Quarter of Fiscal 1999 to $3,552,000 in the First
Quarter of Fiscal 2000.  Gross profit margin  decreased from 49.3% of revenue in
the First  Quarter of Fiscal  1999 to 38.3% of  revenue in the First  Quarter of
Fiscal 2000.  Gross profit from software and hardware sales  decreased by 72.9%,
or $2,627,000,  from  $3,603,000 in the First Quarter of Fiscal 1999 to $976,000
in the First  Quarter  of Fiscal  2000.  Gross  profit  margin  attributable  to
software and hardware sales  decreased from 55.4% in the First Quarter of Fiscal
1999 to 33.2% in the First  Quarter of Fiscal  2000.  The decrease in such gross
profit and gross  profit  margin were  attributable  primarily  to a decrease in
sales volume.  Gross profit from service and support revenue increased by 35.3%,
or $672,000,  from  $1,904,000 in the First Quarter of Fiscal 1999 to $2,576,000
in the First Quarter of Fiscal 2000. Gross profit margin attributable to service
and support revenue decreased slightly from 40.8% of service and support revenue
in the First  Quarter of Fiscal 1999 to 40.6% of service and support  revenue in
the First  Quarter  of Fiscal  2000.  The  increase  in such  gross  profit  was
attributable  primarily to increased revenues. The decrease in such gross profit
margin was  attributable  primarily  to a slight  decrease  in revenue  from the
Company's Educational Services department.

     Sales and marketing  expenses.  Sales and marketing  expenses  increased by
4.3%,  or  $103,000,  from  $2,393,000  in the First  Quarter of Fiscal  1999 to
$2,496,000 in the First Quarter of Fiscal 2000, and increased as a percentage of
revenue from 21.4% to 26.9%,  respectively.  Such expenses increased in absolute
dollars  due  primarily  to  increased  compensation  expenses  associated  with
staffing and increased  investment in  marketing.  Such expenses  increased as a
percentage of revenue due to decreased sales volume.

     Research  and  development  expenses.  Research  and  development  expenses
increased by 31.1%, or $408,000,  from $1,310,000 in the First Quarter of Fiscal
1999 to  $1,718,000  in the First  Quarter of Fiscal  2000,  and  increased as a
percentage  of  revenue  from  11.7%  to  18.5%,   respectively.   Research  and
development  expenses increased in absolute dollars due primarily to an increase
in salary  expenses.  Such expenses  increased as a percentage of revenue due to
decreased sales volume.

     General and administrative  expenses.  General and administrative  expenses
increased by 17.7%,  or $117,000,  from  $660,000 in the First Quarter of Fiscal
1999 to  $777,000  in the First  Quarter  of Fiscal  2000,  and  increased  as a
percentage   of  revenue   from  5.9%  to  8.4%,   respectively.   General   and
administrative  expenses  were offset in part by decreased  operating  expenses.
Such  expenses  increased  as a  percentage  of revenue due to  decreased  sales
volume.


                                     - 9 -
<PAGE>

     Income taxes.  The Company's  effective tax rate was 32.0% and 34.0% in the
First Quarter of Fiscal 1999 and 2000, 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 and  $1,891,000  for the three months
ended September 30, 1998 and 1999, respectively.

     The Company's  working capital was $16,869,000 and $17,931,000 at September
30, 1998 and 1999, respectively.

     The  Company  invested  $253,000  and  $430,000  in capital  equipment  and
leasehold  improvements  in the three months ended  September 30, 1998 and 1999,
respectively.  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. The Company has repurchased an aggregate of 599,990 shares at a total
cost of $4,014,000.  The Company's last Common Stock repurchase  occurred in the
fourth quarter of fiscal 1999.

     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.

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. As the assessment was completed using internal personnel,  costs and
time for such personnel were not  specifically  tracked.  The Company,  however,
estimates that such costs were immaterial.



                                     - 10 -
<PAGE>

     There were no external costs  incurred by the Company  relating to its Year
2000  assessment.  Costs  incurred to date to address the Year 2000 problem have
been  immaterial and the Company does not believe that Year 2000 compliance will
result in material  investments  by the Company in the future.  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 and believes that
all  of its  business-critical  systems  correctly  define  the  Year  2000  and
subsequent years. 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  such 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.


                                     - 11 -
<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, 1999.

      (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.



                                     - 12 -
<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 12, 1999                      By:/s/ Charles L. Boyle, III
                                                --------------------------------
                                                Charles L. Boyle, III,
                                                President and Chief
                                                Executive Officer
                                                (Principal Executive
                                                Officer)



DATE:  November 12, 1999                      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
PERIOD ENDED SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                         0000917823
<NAME>                        Prophet 21, Inc.
<MULTIPLIER>                                   1,000
<CURRENCY>                                     U.S. Dollars

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              JUN-30-2000
<PERIOD-START>                                 JUL-01-1999
<PERIOD-END>                                   SEP-30-1999
<EXCHANGE-RATE>                                1
<CASH>                                         4,060
<SECURITIES>                                   1,624
<RECEIVABLES>                                  17,499
<ALLOWANCES>                                   (261)
<INVENTORY>                                    1,110
<CURRENT-ASSETS>                               25,727
<PP&E>                                         3,887
<DEPRECIATION>                                 (750)
<TOTAL-ASSETS>                                 33,881
<CURRENT-LIABILITIES>                          7,796
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       42
<OTHER-SE>                                     25,227
<TOTAL-LIABILITY-AND-EQUITY>                   33,881
<SALES>                                        9,286
<TOTAL-REVENUES>                               9,286
<CGS>                                          5,734
<TOTAL-COSTS>                                  5,734
<OTHER-EXPENSES>                               4,991
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             (60)
<INCOME-PRETAX>                                (1,379)
<INCOME-TAX>                                   (469)
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (910)
<EPS-BASIC>                                  (0.25)<F1>
<EPS-DILUTED>                                  (0.25)<F2>
<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 diluted  earnings per share in accordance  with
          the  requirements of Statement of Financial  Accounting  Standards No.
          128 - "Earnings per Share."
</FN>


</TABLE>


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