PROPHET 21 INC
10-Q, 1999-05-13
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 March 31, 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 April 30, 1999:

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

 Common Stock, $.01 par value                             3,741,027


<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, 1998 and
               March 31, 1999 (unaudited).................................  2

               Consolidated Statements of Income
               for the three months and the nine months ended
               March 31, 1998 and 1999 (unaudited) .......................  3

               Consolidated Statements of Cash Flows
               for the nine months ended
               March 31, 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............................ 11

               Year 2000 Compliance....................................... 11


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>
                        PROPHET 21, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                          (In Thousands, Except Shares)
<TABLE>
<CAPTION>
                                                                      June 30,           March 31,
                                                                        1998               1999
                                                                     ---------          ----------
                                                                                        (Unaudited)
ASSETS
<S>                                                                 <C>                 <C>     
Current assets:
  Cash and cash equivalents...............................          $  2,206            $  1,350
  Marketable securities...................................             1,555                 835
  Accounts receivable, net of allowance for
    doubtful accounts of $240 and $501, respectively......            17,201              15,502
  Advanced billing........................................             2,016               2,396
  Inventories.............................................             1,402               1,840
  Deferred income taxes...................................               203                 203
  Prepaid expenses and other current assets...............               797               1,168
                                                                    --------            --------
         Total current assets.............................            25,380              23,294
Long-term marketable securities...........................             2,825               4,575
Equipment and improvements, net...........................             2,887               3,130
Software development costs, net...........................             3,410               2,451
Other assets..............................................               113                  38
                                                                    --------            --------
         Total assets.....................................          $ 34,615            $ 33,488
                                                                    ========            ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable........................................          $  3,690            $  1,981
  Accrued expenses and other liabilities..................             1,540                 889
  Commissions payable.....................................               808                 298
  Sales taxes payable.....................................               650                 440
  Income taxes payable....................................                18                  --
  Profit sharing plan contribution payable ...............               391                  13
  Deferred income ........................................             2,451               2,650
                                                                    --------            --------
         Total current liabilities .......................             9,548               6,271
                                                                    --------            --------
Deferred income taxes.....................................             1,211               1,211
                                                                    --------            --------
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; 4,153,642 and 4,182,939 shares issued,
     respectively; 3,710,742 and 3,740,039 shares
     outstanding, respectively............................                42                  42
  Additional paid-in capital..............................            10,386              10,644
  Retained earnings ......................................            15,946              17,838
  Treasury stock at cost, 442,900 shares..................            (2,518)             (2,518)
                                                                    --------            --------
         Total stockholders' equity ......................            23,856              26,006
                                                                    --------            --------
         Total liabilities and stockholders' equity ......          $ 34,615            $ 33,488
                                                                    ========            ========
</TABLE>




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

                                     - 2 -
<PAGE>
                        PROPHET 21, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                    (In Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
                                                 For the Three Months             For the Nine Months
                                                   Ended March 31,                  Ended March 31,
                                              ------------------------        ---------------------------
                                                 1998           1999              1998           1999
                                                 ----           ----              ----           ----
<S>                                           <C>          <C>              <C>             <C>        
Revenue:
  System sales........................        $   7,415    $     6,039      $    19,826     $    19,344
  Service and support.................            4,292          5,496           11,919          15,492
                                              ---------    -----------      -----------     -----------
                                                 11,707         11,535           31,745          34,836
                                              ---------    -----------      -----------     -----------
Cost of revenue:
  System sales........................            3,739          3,344           10,839          10,084
  Service and support.................            2,344          2,617            6,155           7,345
                                              ---------    -----------      -----------     -----------
                                                  6,083          5,961           16,994          17,429
                                              ---------    -----------      -----------     -----------
  Gross profit........................            5,624          5,574           14,751          17,407
                                              ---------    -----------      -----------     -----------

Operating expenses:
  Sales and marketing.................            2,717          2,971            7,120           8,476
  Research and development............              947          1,677            2,488           4,317
  General and administrative..........              699            706            2,087           2,053
                                              ---------    -----------      -----------     -----------
                                                  4,363          5,354           11,695          14,846
                                              ---------    -----------      -----------     -----------
     Operating income.................            1,261            220            3,056           2,561
Interest income.......................               78             74              236             221
                                              ---------    -----------      -----------     -----------
Income before taxes...................            1,339            294            3,292           2,782
Provision for income taxes............              482             96            1,185             890
                                              ---------    -----------      -----------     -----------

Net income............................        $     857    $       198      $     2,107     $     1,892
                                              =========    ===========      ===========     ===========
Basic earnings per share:
Net income per share..................        $    0.24    $      0.05      $      0.59     $      0.51
                                              =========    ===========      ===========     ===========
Weighted average common
  shares outstanding..................            3,594          3,733           3,571           3,725
                                              =========    ===========      ===========     ===========
Diluted earnings per share:
Net income per share..................        $    0.22    $      0.05      $      0.55     $      0.48
                                              =========    ===========      ===========     ===========
Weighted average common and
  common equivalent shares 
  outstanding.........................            3,969          4,040            3,884           4,037
                                              =========    ===========      ===========     ===========
</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)
                             (Dollars in Thousands)
<TABLE>
<CAPTION>
                                                                     For the Nine Months Ended
                                                                              March 31,
                                                                    ----------------------------
                                                                       1998            1999
                                                                       ----            ----
<S>                                                                 <C>              <C>      
Cash flows from operating activities:
Net income..................................................        $   2,107        $   1,892
                                                                    ---------        ---------
Adjustments to reconcile  net income to net
   cash provided by (used by) operating activities:
     Depreciation and amortization..........................            1,095            1,893
     Gain on sale of equipment..............................               (3)              (3)
     Provision for losses on accounts receivable............              210              261
(Increases) Decreases in operating assets:
     Accounts receivable....................................           (2,868)           1,438
     Advanced billing.......................................             (101)            (380)
     Inventories............................................             (610)            (438)
     Prepaid expenses and other current assets..............               28             (371)
     Other assets...........................................               --               75
(Decreases) Increases in operating liabilities:
     Accounts payable.......................................             (209)          (1,709)
     Accrued expenses.......................................              440           (1,161)
     Taxes payable..........................................              137             (228)
     Profit sharing plan contribution payable...............               (5)            (378)
     Deferred income........................................              247              199
                                                                    ---------        ---------
     Total adjustments......................................           (1,639)            (802)
                                                                    ---------        ---------
Net cash provided by operating activities...................              468            1,090
                                                                    ---------        ---------
Cash flows from investing activities:
  Cash purchases of equipment...............................           (1,188)          (1,354)
  Software development costs................................           (1,566)              --
  Purchases of marketable securities........................           (2,975)          (2,600)
  Maturity of marketable securities.........................            5,470            1,750
                                                                    ---------        ---------
Net cash used by investing activities.......................             (259)          (2,204)
                                                                    ---------        ---------
Cash flows from financing activities:
  Stock options exercised...................................              831              258
                                                                    ---------        ---------
Net cash provided by financing activities...................              831              258
                                                                    ---------        ---------
Net increase (decrease) in cash and cash equivalents........            1,040             (856)
Cash and cash equivalents at beginning of period............            1,829            2,206
                                                                    ---------        ---------
Cash and cash equivalents at end of period..................        $   2,869        $   1,350
                                                                    =========        =========
Supplemental cash flow disclosures:
  Income taxes paid.........................................        $   1,046        $   1,393
                                                                    =========        =========
</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 March 31, 1998 and 1999 is unaudited)


NOTE 1 -- BASIS OF PRESENTATION:

     The  information  presented for March 31, 1999, and for the three-month and
the nine-month periods ended March 31, 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 March 31, 1999 and the
results  of its  operations  and its  cash  flows  for the  three-month  and the
nine-month  periods  ended March 31,  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, 1998 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 (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 were  capitalized  only after  technological  feasibility had
been  demonstrated.  Beginning  when the  products  were  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.

     Amortization of capitalized  software  development  amounted to $959 in the
nine months ended March 31, 1999. All other research and development  costs have
been expensed.


                                     - 5 -
<PAGE>
                        PROPHET 21, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
             (Information for March 31, 1998 and 1999 is unaudited)
                                   (Continued)


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 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 STANDARDS:

        In October 1997,  the American  Institute of Certified  Public  Accounts
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
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.  The
Company offers the various  elements  individually,  and has used the individual
prices  as a basis 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
significant changes to the Company's revenue recognition policy.


                                     - 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 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  Wholesale  (formerly  known as 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 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.

     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 Wholesale,  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  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 general release of Prophet 21 Wholesale began in the
third quarter of fiscal 1998.

                                     - 7 -
<PAGE>

     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 MARCH 31, 1998  COMPARED TO THREE MONTHS ENDED MARCH 31,
     1999

     Revenue.  Revenue  remained  relatively  flat at  $11,707,000  in the three
months ended March 31, 1998 ("Third  Quarter of Fiscal 1998") and $11,535,000 in
the three months ended March 31, 1999 ("Third  Quarter of Fiscal 1999").  System
sales revenue  decreased by 18.6%,  or $1,376,000,  from $7,415,000 in the Third
Quarter of Fiscal 1998 to $6,039,000 in the Third Quarter of Fiscal 1999.  Third
quarter  performance of fiscal 1999 was  attributable  to the corporate focus on
larger  system  sales as well as  changes  made in  preparation  of  Prophet  21
Wholesale's general release into the wholesale  distribution market.  Prophet 21
focused  attention on larger  accounts  which  typically  require a longer sales
cycle than  traditionally  targeted  Prophet 21  customers.  Service and support
revenue  increased by 28.1%,  or $1,204,000 from $4,292,000 in the Third Quarter
of Fiscal 1998 to $5,496,000 in the Third Quarter of Fiscal 1999.  This increase
was  attributable  primarily  to an increase in the number of new users who have
entered into maintenance  contracts and an increase in services performed by the
Company in connection with its consulting services and educational services.


                                     - 8 -
<PAGE>

     Gross profit.  The Company's gross profit remained  relatively  constant at
$5,624,000  in the Third  Quarter  of Fiscal  1998 and  $5,574,000  in the Third
Quarter of Fiscal 1999.  Gross profit  margin  increased  slightly from 48.0% of
revenue  in the Third  Quarter  of Fiscal  1998 to 48.3% of revenue in the Third
Quarter of Fiscal 1999.  Gross profit from system sales  decreased by 26.7%,  or
$981,000,  from  $3,676,000 in the Third Quarter of Fiscal 1998 to $2,695,000 in
the Third  Quarter of Fiscal 1999.  Gross profit margin  attributable  to system
sales  decreased  from 49.6% of system  sales  revenue  in the Third  Quarter of
Fiscal 1998 to 44.6% in the Third  Quarter of Fiscal 1999.  The decrease in such
gross profit  margin was  attributable  primarily to a change in the product mix
which favored the Acclaim  product,  which carries a lower margin.  Gross profit
from  service  and  support  revenue  increased  by  47.8%,  or  $931,000,  from
$1,948,000  in the Third  Quarter  of  Fiscal  1998 to  $2,879,000  in the Third
Quarter of Fiscal 1999. Gross profit margin  attributable to service and support
revenue increased from 45.4% of service and support revenue in the Third Quarter
of Fiscal 1998 to 52.4% of service and support  revenue in the Third  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  consulting  services
performed  by the Company,  and (iii) an increase in revenue from the  Company's
education services.  These increases were offset in part by the costs associated
with increased staffing required by the Company's continued growth.

     Sales and marketing  expenses.  Sales and marketing  expenses  increased by
9.3%,  or  $254,000,  from  $2,717,000  in the Third  Quarter of Fiscal  1998 to
$2,971,000 in the Third Quarter of Fiscal 1999, and increased as a percentage of
revenue from 23.2% to 25.8%,  respectively.  Such expenses increased in absolute
dollars and as a percentage of revenue due  primarily to increased  compensation
expenses  associated  with the Company's  increased sales staffing and increased
investment in marketing.

     Research  and  development  expenses.  Research  and  development  expenses
increased by 77.1%,  or $730,000,  from  $947,000 in the Third Quarter of Fiscal
1998 to  $1,677,000  in the Third  Quarter of Fiscal  1999,  and  increased as a
percentage of revenue from 8.1% to 14.5%, 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 and the use of outside
professional services associated with the Company's new product release, Prophet
21 Wholesale.

     General and administrative  expenses.  General and administrative  expenses
remained  virtually  flat at  $699,000  in the Third  Quarter of Fiscal 1998 and
$706,000 in the Third Quarter of Fiscal 1999,  and as a percentage of revenue at
6.0% and 6.1%,  respectively.  Increases in compensation expenses were offset in
part by decreased fees paid to the Company's outside professionals.

     Income taxes.  The Company's  effective tax rate was 36.0% and 32.7% in the
Third Quarter of Fiscal 1998 and 1999, respectively.

                                     - 9 -
<PAGE>

     NINE MONTHS  ENDED MARCH 31, 1998  COMPARED TO NINE MONTHS  ENDED MARCH 31,
     1999

     Revenue.  Revenue  increased by 9.7%, or $3,091,000 from $31,745,000 in the
first nine  months of fiscal  1998 to  $34,836,000  in the first nine  months of
fiscal  1999.  System  sales  revenue  decreased  by  2.4%,  or  $482,000,  from
$19,826,000  in the first nine months of fiscal 1998 to $19,344,000 in the first
nine months of fiscal  1999.  This  decrease was  attributable  primarily to the
corporate focus on larger system sales as well as changes made in preparation of
Prophet 21 Wholesale's general release into the wholesale  distribution  market.
Prophet 21 focused attention on larger accounts which typically require a longer
sales  cycle than  traditionally  targeted  Prophet 21  customers.  Service  and
support revenue increased by 30.0%, or $3,573,000, from $11,919,000 in the first
nine  months of fiscal  1998 to  $15,492,000  in the first nine months of fiscal
1999. This increase was  attributable  primarily to an increase in the number of
new users  who have  entered  into  maintenance  contracts  and an  increase  in
services performed by the Company in connection with its education services and,
to a lesser extent, sales of consulting services.

     Gross profit. The Company's gross profit increased by 18.0%, or $2,656,000,
from  $14,751,000  in the first nine months of fiscal 1998 to $17,407,000 in the
first nine months of fiscal 1999.  Gross profit margin  increased  from 46.5% of
revenue in the first nine months of fiscal 1998 to 50.0% of revenue in the first
nine months of fiscal 1999. Gross profit from system sales increased by 3.0%, or
$273,000,  from $8,987,000 in the first nine months of fiscal 1998 to $9,260,000
in the first nine months of fiscal 1999.  Gross profit  margin  attributable  to
system  sales  increased  from 45.3% of system  sales  revenue in the first nine
months of fiscal  1998 to 47.9% in the first  nine  months of fiscal  1999.  The
increase in such gross profit and gross profit margin was attributable primarily
to favorable  sales mix, with a larger  percentage of revenue being derived from
sales of the Company's  Prophet 21 Wholesale product and, to a lesser extent, to
increased  sales of the Company's  optional  software  offerings,  each of which
carries higher margins.  Gross profit from service and support revenue increased
by 41.3%, or $2,383,000, from $5,764,000 in the first nine months of fiscal 1998
to  $8,147,000  in the first nine months of fiscal  1999.  Gross  profit  margin
attributable to service and support revenue  increased from 48.4% of service and
support  revenue in the first nine  months of fiscal  1998 to 52.6% in the first
nine months 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 Prophet
21 Wholesale and Prophet 21 Acclaim  products,  and (iii) an increase in revenue
from the Company's  education  services.  These increases were offset in part by
the costs associated with increased staffing required by the Company's continued
growth.

     Sales and marketing  expenses.  Sales and marketing  expenses  increased by
19.0%, or $1,356,000, from $7,120,000 in the first nine months of fiscal 1998 to
$8,476,000  in the  first  nine  months  of  fiscal  1999,  and  increased  as a
percentage of revenue from 22.4% to 24.3%, respectively. Such expenses increased
in absolute  dollars and as a percentage  of revenue due  primarily to increased
compensation expenses associated with the Company's increased sales staffing and
increased investment in marketing.

                                     - 10 -
<PAGE>

     Research  and  development  expenses.  Research  and  development  expenses
increased by 73.5%,  or $1,829,000,  from $2,488,000 in the first nine months of
fiscal 1998 to $4,317,000 in the first nine months of fiscal 1999, and increased
as a  percentage  of  revenue  from 7.8% to 12.4%,  respectively.  Research  and
development  expenses  increased  in  absolute  dollars and as a  percentage  of
revenue due primarily to an increase in salary  expenses and  professional  fees
associated with the Company's new product release, Prophet 21 Wholesale.

     General and administrative  expenses.  General and administrative  expenses
decreased slightly by 1.6%, or $34,000, from $2,087,000 in the first nine months
of fiscal  1998 to  $2,053,000  in the first  nine  months of fiscal  1999,  and
decreased as a percentage of revenue from 6.6% 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 primarily as a result of increased sales volume.

     Income taxes.  The Company's  effective tax rate was 36.0% and 32.0% in the
first nine months 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  $1,090,000 for the nine months ended March 31,
1999.

     The Company's working capital was approximately $12,653,000 and $17,023,000
at March 31, 1998 and 1999, respectively.

     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.

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.

                                     - 11 -
<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.




                                     - 12 -
<PAGE>
                           PART II. OTHER INFORMATION


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

  (a)     Exhibits.

          27.  Financial Data Schedule for the period ended March 31, 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.



                                     - 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 13, 1999                              By:/s/ Charles L. Boyle, III
                                                   -----------------------------
                                                   Charles L. Boyle, III,
                                                   President and Chief
                                                   Executive Officer
                                                   (Principal Executive Officer)



DATE:  May 13, 1999                              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
PERIOD  ENDED MARCH 31, 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>                   9-MOS
<FISCAL-YEAR-END>                              JUN-30-1999
<PERIOD-START>                                 JUL-01-1998
<PERIOD-END>                                   MAR-31-1999
<EXCHANGE-RATE>                                1
<CASH>                                         1,350
<SECURITIES>                                   835
<RECEIVABLES>                                  16,003
<ALLOWANCES>                                   (501)
<INVENTORY>                                    1,840
<CURRENT-ASSETS>                               23,294
<PP&E>                                         5,023
<DEPRECIATION>                                 (1,893)
<TOTAL-ASSETS>                                 33,488
<CURRENT-LIABILITIES>                          6,271
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       42
<OTHER-SE>                                     25,964
<TOTAL-LIABILITY-AND-EQUITY>                   33,488
<SALES>                                        34,836
<TOTAL-REVENUES>                               34,836
<CGS>                                          17,429
<TOTAL-COSTS>                                  17,429
<OTHER-EXPENSES>                               14,846
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             (221)
<INCOME-PRETAX>                                2,782
<INCOME-TAX>                                   890
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   1,892
<EPS-PRIMARY>                                  0.51<F1>
<EPS-DILUTED>                                  0.48<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  basic  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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