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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



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FORM 10-Q

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

For the quarterly period ended June 30, 2000

OR

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

For the transition period from ____________ to ______________



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Commission File Number 0-27574

PowerCerv Corporation
(Exact name of registrant as specified in its charter)

|                                                                       |  |                                                
|---------------------------------------------------------------------- |  | -----------------------------------------------
|Florida
(State or other jurisdiction of
incorporation or organization) |  | 59-3350778
(I.R.S. Employer
Identification No.)

400 North Ashley Drive, Suite 2700, Tampa, Florida 33602
(Address of principal executive offices, including zip code)

(813) 226-2600
(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 [   ]

As of August 8, 2000, there were 13,811,210 shares of the registrants common
stock, $.001 par value, outstanding.



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PowerCerv Corporation
Form 10-Q

Index

|                                                                    |                                                                                                                          |      |    |    | 
|------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------ | ---- | -- | -- | 
|Part I. Financial Information                                       |                                                                                                                          | Page
|                                                                   
|Item 1. Financial Statements                                       
|                                                                   
|                                                                    | Condensed Consolidated Balance Sheets as of June 30, 2000 (unaudited)
   and December 31, 1999                           |      |    | 2  | 
|                                                                   
|                                                                    | Condensed Consolidated Statements of Operations for the Three and Six Months Ended
   June 30, 2000 and 1999 (unaudited) |      |    | 3  | 
|                                                                   
|                                                                    | Condensed Consolidated Statements of Cash Flows for the Six Months Ended
   June 30, 2000 and 1999 (unaudited)           |      |    | 4  | 
|                                                                   
|                                                                    | Notes to Condensed Consolidated Financial Statements (unaudited)                                                         |      |    | 5  | 
|                                                                   
|Item 2. Managements Discussion and Analysis of Financial Condition
|                                                                    | and Results of Operations                                                                                                |      |    | 10 | 
|                                                                   
|Item 3. Quantitative and Qualitative Disclosure of Market Risk      |                                                                                                                          |      | 18 |   
|                                                                   
|Independent Accountants Review Report                              |                                                                                                                          |      | 19 |   
|                                                                   
|Part II. Other Information                                         
|                                                                   
|Item 1. Legal Proceedings                                           |                                                                                                                          |      | 20 |   
|                                                                   
|Item 4. Submission of Matters to a Vote of Security Holders         |                                                                                                                          |      | 20 |   
|                                                                   
|Item 6. Exhibits and Reports on Form 8-K                            |                                                                                                                          |      | 21 |   
|                                                                   
|Signatures                                                          |                                                                                                                          |      | 22 |   

1



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Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

PowerCerv Corporation

Condensed Consolidated Balance Sheets(In thousands)

|                                                                |                                                                             |                                            |              |       |        |  |        |       |        | 
|--------------------------------------------------------------- | --------------------------------------------------------------------------- | ------------------------------------------ | ------------ | ----- | ------ |  | ------ | ----- | ------ | 
|                                                                | June 30,                                                                    |                                            | December 31,
|                                                                | 2000                                                                        |                                            | 1999        
|                                                                |                                                                             |                                            |             
|                                                                | (unaudited)                                                                
|Assets                                                         
|                                                               
|                                                               
|                                                               
|                                                               
|Current assets:                                                
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Cash and cash equivalents                                                   |                                            | $            | 3,303 |        |  | $      | 6,224 |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Accounts receivable, net of allowance of $1,629 and
   $1,545, respectively |                                            |              | 4,049 |        |  |        | 6,952 |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Other current assets                                                        |                                            |              | 322   |        |  |        | 193   |       
|                                                                |                                                                             |                                            |              |       |        |  |        |      
|                                                                |                                                                             | Total current assets                       |              |       | 7,674  |  |        |       | 13,369 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Property and equipment, net                                     |                                                                             |                                            | 867          |       |        |  | 1,231  |      
|                                                               
|                                                               
|                                                               
|                                                               
|Intangible assets, net                                          |                                                                             |                                            | 568          |       |        |  | 321    |      
|                                                               
|                                                               
|                                                               
|                                                               
|Investment in third party                                       |                                                                             |                                            |             |       |        |  | 500    |      
|                                                               
|                                                               
|                                                               
|                                                               
|Notes receivable, net of allowance of $130 and $0,
respectively |                                                                             |                                            | 1,271        |       |        |  | 1,037  |      
|                                                               
|                                                               
|                                                               
|                                                               
|Deposits and other assets                                       |                                                                             |                                            | 72           |       |        |  | 99     |      
|                                                                |                                                                             |                                            |              |       |        |  |        |      
|                                                                |                                                                             | Total assets                               |              | $     | 10,452 |  |        | $     | 16,557 | 
|                                                                |                                                                             |                                            |              |       |        |  |        |      
|Liabilities and Shareholders Equity                           
|                                                               
|                                                               
|                                                               
|                                                               
|Current liabilities:                                           
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Accounts payable                                                            |                                            | $            | 537   |        |  | $      | 489   |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Accrued expenses                                                            |                                            |              | 2,515 |        |  |        | 2,087 |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Deferred revenue                                                            |                                            |              | 1,583 |        |  |        | 2,001 |       
|                                                                |                                                                             |                                            |              |       |        |  |        |      
|                                                                |                                                                             | Total current liabilities                  |              |       | 4,635  |  |        |       | 4,577  | 
|                                                               
|                                                               
|                                                               
|                                                               
|Deferred gain on sale of business                               |                                                                             |                                            | 827          |       |        |  | 827    |      
|                                                               
|                                                               
|                                                               
|                                                               
|Shareholders equity                                            |                                                                             |                                            | 4,990        |       |        |  | 11,153 |      
|                                                                |                                                                             |                                            |              |       |        |  |        |      
|                                                                |                                                                             | Total liabilities and shareholders equity |              | $     | 10,452 |  |        | $     | 16,557 | 
|                                                                |                                                                             |                                            |              |       |        |  |        |      

See accompanying independent accountants review report and notes to condensed consolidated financial statements.

2



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PowerCerv Corporation

Condensed Consolidated Statements of Operations (Unaudited)(In thousands, except per share amounts)

|                                                     |                                |                                                      |         |       |                             |        |                           |       |        |        |      |       |        |        |       |       |        |        | 
|---------------------------------------------------- | ------------------------------ | ---------------------------------------------------- | ------- | ----- | --------------------------- | ------ | ------------------------- | ----- | ------ | ------ | ---- | ----- | ------ | ------ | ----- | ----- | ------ | ------ | 
|                                                     |                                |                                                      |         |       | Three months ended June 30, |        | Six months ended June 30,
|                                                     |                                |                                                      |         |       | 2000                        |        | 1999                      |       | 2000   |        | 1999
|                                                     |                                |                                                      |         |       |                             |        |                           |       |        |        |     
|Revenues:                                           
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | License fees                   |                                                      | $       | 1,208 |                             |        | $                         | 1,789 |        |        | $    | 1,527 |        |        | $     | 3,242 |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Service fees                   |                                                      |         | 2,117 |                             |        |                           | 2,694 |        |        |      | 4,304 |        |        |       | 5,421 |       
|                                                     |                                |                                                      |         |       |                             |        |                           |       |        |        |      |       |        |        |       |      
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                | Total revenues                                       |         |       | 3,325                       |        |                           |       | 4,483  |        |      |       | 5,831  |        |       |       | 8,663  |       
|                                                     |                                |                                                      |         |       |                             |        |                           |       |        |        |      |       |        |        |       |      
|Costs and expenses:                                 
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Cost of licenses               |                                                      |         | 101   |                             |        |                           | 235   |        |        |      | 239   |        |        |       | 413   |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Cost of services               |                                                      |         | 1,696 |                             |        |                           | 1,934 |        |        |      | 3,390 |        |        |       | 3,924 |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | General and administrative     |                                                      |         | 1,150 |                             |        |                           | 1,311 |        |        |      | 2,411 |        |        |       | 2,526 |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Sales and marketing            |                                                      |         | 1,692 |                             |        |                           | 2,053 |        |        |      | 3,447 |        |        |       | 4,219 |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Research and development       |                                                      |         | 1,127 |                             |        |                           | 1,071 |        |        |      | 2,347 |        |        |       | 2,229 |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Work force reduction and other |                                                      |         | 711   |                             |        |                           |      |        |        |      | 711   |        |        |       | 485   |       
|                                                     |                                |                                                      |         |       |                             |        |                           |       |        |        |      |       |        |        |       |      
|                                                     |                                | Total costs and expenses                             |         |       | 6,477                       |        |                           |       | 6,604  |        |      |       | 12,545 |        |       |       | 13,796 |       
|                                                     |                                |                                                      |         |       |                             |        |                           |       |        |        |      |       |        |        |       |      
|                                                     |                                | Operating loss                                       |         |       | (3,152                      | )      |                           |       | (2,121 | )      |      |       | (6,714 | )      |       |       | (5,133 | )     
|                                                    
|                                                    
|                                                    
|                                                    
|Interest and other income (expense), net             |                                |                                                      | 18      |       |                             |        | 94                        |       |        |        | (73  | )     |        |        | 144   |      
|                                                     |                                |                                                      |         |       |                             |        |                           |       |        |        |      |       |        |        |       |      
|Operations disposed of during 1999                  
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                | Revenues                                             |         |       |                            |        |                           |       |       |        |      |       |       |        |       |       | 2,464  |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                | Cost and expenses                                    |         |       |                            |        |                           |       |       |        |      |       |       |        |       |       | 2,240  |       
|                                                     |                                |                                                      |         |       |                             |        |                           |       |        |        |      |       |        |        |       |      
|                                                     |                                |                                                      |        |       |                             |        |                          |       |        |        |     |       |        |        | 224   |      
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                | Gain on sale of business                             |         |       |                            |        |                           |       | 2,651  |        |      |       |       |        |       |       | 5,647  |       
|                                                     |                                |                                                      |         |       |                             |        |                           |       |        |        |      |       |        |        |       |      
|                                                     |                                |                                                      |        |       |                             |        | 2,651                     |       |        |        |     |       |        |        | 5,871 |      
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                | Income (loss) before income taxes                    |         |       | (3,134                      | )      |                           |       | 624    |        |      |       | (6,787 | )      |       |       | 882    |       
|                                                    
|                                                    
|                                                    
|                                                    
|Income tax expense                                   |                                |                                                      |        |       |                             |        |                          |       |        |        | 248  |       |        |        |      |      
|                                                     |                                |                                                      |         |       |                             |        |                           |       |        |        |      |       |        |        |       |      
|                                                     |                                | Net income (loss) and
   comprehensive income (loss) |         | $     | (3,134                      | )      |                           | $     | 624    |        |      | $     | (7,035 | )      |       | $     | 882    |       
|                                                     |                                |                                                      |         |       |                             |        |                           |       |        |        |      |       |        |        |       |      
|Net income (loss) per share:                        
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                | Basic                                                |         | $     | (.23                        | )      |                           | $     | .05    |        |      | $     | (.51   | )      |       | $     | .07    |       
|                                                     |                                |                                                      |         |       |                             |        |                           |       |        |        |      |       |        |        |       |      
|                                                     |                                | Diluted                                              |         | $     | (.23                        | )      |                           | $     | .05    |        |      | $     | (.51   | )      |       | $     | .06    |       
|                                                     |                                |                                                      |         |       |                             |        |                           |       |        |        |      |       |        |        |       |      
|Shares used in computing
netincome (loss) per share:
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                |                                                      | Basic   |       |                             | 13,811 |                           |       |        | 13,147 |      |       |        | 13,731 |       |       |        | 13,315 | 
|                                                     |                                |                                                      |         |       |                             |        |                           |       |        |        |      |       |        |        |       |      
|                                                     |                                |                                                      | Diluted |       |                             | 13,811 |                           |       |        | 13,434 |      |       |        | 13,731 |       |       |        | 13,665 | 
|                                                     |                                |                                                      |         |       |                             |        |                           |       |        |        |      |       |        |        |       |      

See accompanying independent accountants' review report and notes to condensed consolidated financial statements.

3



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PowerCerv Corporation

Condensed Consolidated Statements of Cash Flows (Unaudited)(In thousands)

|                                                     |                                                        |                                   |                                                 |        |                           |        |       |       |        |        |  
|---------------------------------------------------- | ------------------------------------------------------ | --------------------------------- | ----------------------------------------------- | ------ | ------------------------- | ------ | ----- | ----- | ------ | ------ | -
|                                                     |                                                        |                                   |                                                 |        | Six months ended June 30,
|                                                     |                                                        |                                   |                                                 |        |                          
|                                                     |                                                        |                                   |                                                 |        | 2000                      |        | 1999 
|                                                     |                                                        |                                   |                                                 |        |                           |        |      
|Cash flows from operating activities:               
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Net income (loss)                                      |                                   | $                                               | (7,035 | )                         |        | $     | 882   |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Adjustments to reconcile net income (loss) to net cash
|                                                     |                                                        |                                   | used in operating activities:                  
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                        | Depreciation and amortization     |                                                 |        | 399                       |        |       |       | 685    |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                        | Gain on sale of business          |                                                 |        |                          |        |       |       | (5,647 | )     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                        | Deferred revenue                  |                                                 |        | (418                      | )      |       |       | (66    | )     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                        | Changes in assets and liabilities |                                                 |        | 3,044                     |        |       |       | (1,451 | )     
|                                                     |                                                        |                                   |                                                 |        |                           |        |       |      
|                                                     |                                                        |                                   | Net cash flows used in operating activities     |        |                           | (4,010 | )     |       |        | (5,597 | )
|                                                     |                                                        |                                   |                                                 |        |                           |        |       |      
|Cash flows from investing activities:               
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Sale of business                                       |                                   |                                                 |       |                           |        |       | 6,680 |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Return of investment in third party                    |                                   |                                                 | 500    |                           |        |       | 250   |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Purchase of intangible asset                           |                                   |                                                 | (250   | )                         |        |       |      |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Purchases of property and equipment, net               |                                   |                                                 | (32    | )                         |        |       | (205  | )     
|                                                     |                                                        |                                   |                                                 |        |                           |        |       |      
|                                                     |                                                        |                                   | Net cash flows provided by investing activities |        |                           | 218    |       |       |        | 6,725  |  
|                                                     |                                                        |                                   |                                                 |        |                           |        |       |      
|Cash flows from financing activities:               
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Net proceeds from issuance of common stock             |                                   |                                                 | 871    |                           |        |       | 20    |       
|                                                     |                                                        |                                   |                                                 |        |                           |        |       |      
|                                                     |                                                        |                                   | Net cash flows provided by financing activities |        |                           | 871    |       |       |        | 20     |  
|                                                     |                                                        |                                   |                                                 |        |                           |        |       |      
|Net increase (decrease) in cash and cash equivalents |                                                        |                                   | (2,921                                          | )      |                           |        | 1,148 |      
|                                                    
|                                                    
|                                                    
|                                                    
|Cash and cash equivalents, beginning of period       |                                                        |                                   | 6,224                                           |        |                           |        | 6,594 |      
|                                                     |                                                        |                                   |                                                 |        |                           |        |       |      
|Cash and cash equivalents, end of period             |                                                        | $                                 | 3,303                                           |        |                           | $      | 7,742 |      
|                                                     |                                                        |                                   |                                                 |        |                           |        |       |      

See accompanying independent accountants review report and notes to condensed consolidated financial statements.

4



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PowerCerv Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

A.  Basis of Presentation

The condensed consolidated balance sheet of PowerCerv Corporation and its
subsidiary (collectively, the Company) as of June 30, 2000, and the condensed
consolidated statements of operations for the three and six months ended June
30, 2000 and 1999 and the condensed consolidated statements of cash flows for
the six months ended June 30, 2000 and 1999 have been prepared by the Company,
without audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows at June 30, 2000, and for all
periods presented have been made. The condensed consolidated balance sheet at
December 31,1999, has been derived from the Companys audited consolidated
financial statements at that date.

Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the Securities and
Exchange Commission (SEC) rules and regulations. These condensed consolidated
financial statements should be read in conjunction with the audited
consolidated financial statements and notes thereto for the year ended December
31, 1999, included in the Companys 1999 Annual Report on Form 10-K/A filed
with the SEC on April 13, 2000 (1999 Annual Report).

The results of operations for the three and six months ended June 30,
2000, are not necessarily indicative of results that may be expected for any
other interim period or for the full fiscal year.

On December 3, 1999, the
SEC issued
Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial
Statements, which provides guidance on the recognition, presentation, and
disclosure of revenue in financial statements. The SAB was effective for the
first quarter of the fiscal year beginning after December 15,
1999, however,
recently the SEC has extended the implementation date for companies whose
fiscal year ends between December 16, 1999, and March 15,
2000, to the fourth
quarter of fiscal year 2000. The Company has evaluated the impact of this SAB
on its financial reporting of results of operations and does not believe that
adoption of SAB 101 will have a material impact on revenues.

In June 2000, the FASB
issued SFAS No. 138, Accounting for Certain
Derivative Instruments and Certain Hedging Activities, an amendment of FASB
Statement No. 133, which is effective for fiscal years beginning after June 15,
2000. PowerCerv does not anticipate that the adoption of this Statement will
have a significant effect on its results of operations or financial position.

B.  Revenue Recognition

License fees represent revenue from the licensing of the Companys
Integrated Enterprise Response Solutions application products. License fees
also include royalties earned on the Companys Integrated Enterprise Response
Solutions application products and related intellectual properties. Service
fees represent revenue from consulting services, education services and support
and maintenance services.

The Company recognizes revenue in accordance with the American Institute
of Certified Public Accountants Statement of Position 97-2, Software Revenue
Recognition(SOP 97-2), as amended by Statement of Position 98-4, Deferral of
the Effective Date of a Provision of SOP 97-2(SOP 98-4) and Statement of
Position 98-9,

5



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PowerCerv Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

Modification of SOP 97-2, Software Revenue Recognition, With
Respect to Certain Transactions(SOP 98-9). Revenue is recognized from
licenses of the Companys software products when the contract has been
executed, the product(s) has been shipped, collectibility is probable and the
software license fees are fixed or determinable. In the event that the contract
provides for multiple elements (e.g., software products, post-contract customer
support, consulting services), the total fee is allocated to these elements
based on vendor-specific objective evidence of fair value. If any portion of
the license fees is subject to forfeiture, refund or other contractual
contingencies, the Company will postpone revenue recognition until these
contingencies have been removed. Historically, product returns and allowances
have been immaterial. The Company generally accounts for consulting and
education services separate from software license fees for those multi-element
arrangements where services are a separate element and are not essential to the
customers functionality requirements and there is vendor-specific objective
evidence of fair value for these services. Consulting and education revenue is
recognized as the services are performed. Revenue from support and maintenance
activities is recognized ratably over the term of the maintenance period and
the unrecognized portion is recorded as deferred revenue.

C.  Earnings (Loss) Per Share Data

The following table sets forth the computation of basic and diluted
earnings (loss) per share (EPS) for the periods indicated:

|            |                                                                             |   |                    |                                          |                  |   |      |        |      |   |      |        |   |   |     |        | 
|----------- | --------------------------------------------------------------------------- | - | ------------------ | ---------------------------------------- | ---------------- | - | ---- | ------ | ---- | - | ---- | ------ | - | - | --- | ------ | 
|            |                                                                             |   |                    | (in thousands, except per share amounts)
|            |                                                                             |   | Three Months Ended |                                          | Six Months Ended
|            |                                                                             |   | June 30,           |                                          | June 30,        
|            |                                                                             |   |                    |                                          |                 
|            |                                                                             |   | 2000               |                                          | 1999             |   | 2000 |        | 1999
|            |                                                                             |   |                    |                                          |                  |   |      |        |     
|Basic:     
|           
|           
|           
|           
|            | Net income (loss)                                                           |   | $                  | (3,134                                   | )                |   | $    | 624    |      |   | $    | (7,035 | ) |   | $   | 882    | 
|            |                                                                             |   |                    |                                          |                  |   |      |        |      |   |      |        |   |   |     |       
|            | Average shares outstanding                                                  |   |                    | 13,811                                   |                  |   |      | 13,147 |      |   |      | 13,731 |   |   |     | 13,315 | 
|            |                                                                             |   |                    |                                          |                  |   |      |        |      |   |      |        |   |   |     |       
|Basic EPS   |                                                                             | $ | (.23               | )                                        |                  | $ | .05  |        |      | $ | (.51 | )      |   | $ | .07 |       
|            |                                                                             |   |                    |                                          |                  |   |      |        |      |   |      |        |   |   |     |       
|Diluted:   
|           
|           
|           
|           
|            | Net income (loss)                                                           |   | $                  | (3,134                                   | )                |   | $    | 624    |      |   | $    | (7,035 | ) |   | $   | 882    | 
|            |                                                                             |   |                    |                                          |                  |   |      |        |      |   |      |        |   |   |     |       
|            | Average shares outstanding                                                  |   |                    | 13,811                                   |                  |   |      | 13,147 |      |   |      | 13,731 |   |   |     | 13,315 | 
|           
|           
|           
|           
|            | Net effect of dilutive stock options
   based on the treasury stock method |   |                    |                                         |                  |   |      | 287    |      |   |      |       |   |   |     | 350    | 
|            |                                                                             |   |                    |                                          |                  |   |      |        |      |   |      |        |   |   |     |       
|            | Totals                                                                      |   |                    | 13,811                                   |                  |   |      | 13,434 |      |   |      | 13,731 |   |   |     | 13,665 | 
|            |                                                                             |   |                    |                                          |                  |   |      |        |      |   |      |        |   |   |     |       
|Diluted EPS |                                                                             | $ | (.23               | )                                        |                  | $ | .05  |        |      | $ | (.51 | )      |   | $ | .06 |       
|            |                                                                             |   |                    |                                          |                  |   |      |        |      |   |      |        |   |   |     |       

Common stock equivalents in the three and six month periods ended June 30,
2000, were anti-dilutive due to the net loss sustained by the Company during
those periods, thus the diluted net loss per share in those periods is the same
as the basic net loss per share. During the quarter ended June 30, 2000,
employees exercised no stock options.

6



---



PowerCerv Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

D.  Accrued Expenses

Accrued expenses consist of the following:

|                            |  |                |       |              |  |   |       | 
|--------------------------- |  | -------------- | ----- | ------------ |  | - | ----- | 
|                            |  | (in thousands)
|                            |  | June 30,       |       | December 31,
|                            |  | 2000           |       | 1999        
|                            |  |                |       |             
|Compensation                |  | $              | 570   |              |  | $ | 1,139 | 
|                           
|                           
|                           
|                           
|Severance and related costs |  |                | 711   |              |  |   | 45    | 
|                           
|                           
|                           
|                           
|Other                       |  |                | 1,234 |              |  |   | 903   | 
|                            |  |                |       |              |  |   |       | 
|                            |  | $              | 2,515 |              |  | $ | 2,087 | 
|                            |  |                |       |              |  |   |       | 

E.  Commitments

The Company has entered into employment agreements with certain of its
executive officers. Information regarding these agreements is available in the
Companys 1999 Annual Report.

F.  Contingencies

A complaint was filed on July 24, 1997, in the United States District
Court for the Middle District of Florida, captioned J. Conrad Lifsey vs. Harold
R. Ross, Gerald R. Wicker, Marc J. Fratello, Roy E. Crippen, III, Donald B.
Hebb, Jr., Thomas S. Roberts, PowerCerv Corporation, Alex Brown & Sons, Inc.,
Robertson, Stephens & Company, ABS Capital Partners, L.P., Summit Investors II,
L.P., and Summit Ventures III, L.P. The complaint purports to be a class
action on behalf of those persons who purchased shares of the Companys common
stock from March 1, 1996 (the date of the Companys initial public offering
of its common stock (IPO)) through July 24, 1996. The complaint alleges,
among other things, that the defendants violated the Securities Act of 1933 and
the Securities Exchange Act of 1934 in connection with the Companys IPO and in
its subsequent securities filings, press releases and other public statements.
The plaintiff seeks damages of an unspecified amount, rescission of certain
securities sales and certain other remedies. On March 19, 1998, the defendants
filed their motions to dismiss this complaint. An effect of this motion filing
is to stay any discovery on this case until after the motions are ruled on by
the Court. On April 5, 1998, the Court ordered the parties to attend a
mediation conference by July 30, 1998. The parties did not resolve this
lawsuit in the mediation conference. The Court ordered a second mediation
conference for March 22, 2000, however, the parties were again unable to resolve
this matter. On May 1, 2000, defendants filed supplemental authority in
support of their motions to dismiss. To date, the Court has not issued a
ruling on the Companys motion to dismiss. The defendants continue to deny any
wrongdoing and intend to contest the suit vigorously.

The Company is also subject to miscellaneous legal proceedings in the
normal course of business. The Company is currently defending these
proceedings and claims and anticipates that it will be able to resolve these
matters in a manner that will not have a material adverse effect on the
Companys consolidated financial position.

7



---



PowerCerv Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

G.  Income Taxes

During the first quarter of 2000, the Company recorded a charge related to
estimated federal and state income tax and interest totaling $359 resulting
from an Internal Revenue Service examination of the Companys 1996 and 1995
federal income tax returns. The amount allocated to tax expense is $209, and
$150 was allocated to interest expense. The Internal Revenue Service has
rendered an unfavorable assessment resulting in the estimated exposure amount.
The Company will continue to appeal this assessment.

The Company also recorded $39 of income tax expense related to state
income taxes and increased its deferred income tax asset valuation allowance
for the six-month period ended June 30, 2000, to offset the tax benefit
applicable to the loss incurred during the period. The decision to fully
reserve the deferred income tax asset was primarily the result of the Companys
continued losses from operations.

For the three and six month periods ended June 30, 1999, the Company
recorded no federal income tax expense since its net operating loss
carryforwards offset any tax expense applicable to the net income for that
period.

H.  Segment Reporting

The Company has identified its operating segments as its services and
license product segments. In 1998, the Company adopted Statement of Financial
Accounting Standards No. 131, Disclosures about Segments of an Enterprise and
Related Information. The services segment provides consulting, education,
support and maintenance services, and the license product segment provides
Integrated Enterprise Response Solutions application products.

The following tables provide the various segment data (in
thousands):

|                                   |  |                                  |        |                                |  |             |       |       |  |         |        |          |  |             |        |       |  |   |        |   |  |   |       |  |  |   |        |   |  |   |        |  
|---------------------------------- |  | -------------------------------- | ------ | ------------------------------ |  | ----------- | ----- | ----- |  | ------- | ------ | -------- |  | ----------- | ------ | ----- |  | - | ------ | - |  | - | ----- |  |  | - | ------ | - |  | - | ------ | -
|                                   |  | Three Months
Ended June 30, 2000 |        | Six
Months Ended June 30, 2000
|                                   |  |                                  |        |                               
|                                   |  | License                          |        | Services                       |  | Unallocated |       | Total |  | License |        | Services |  | Unallocated |        | Total
|                                   |  |                                  |        |                                |  |             |       |       |  |         |        |          |  |             |        |      
|Revenues from external   customers |  | $                                | 1,208  |                                |  | $           | 2,117 |       |  |         |       |          |  | $           | 3,325  |       |  | $ | 1,527  |   |  | $ | 4,304 |  |  |   |       |   |  | $ | 5,831 
|Segment profit (loss)              |  | $                                | (1,712 | )                              |  | $           | 421   |       |  | $       | (1,843 | )        |  | $           | (3,134 | )     |  | $ | (4,506 | ) |  | $ | 914   |  |  | $ | (3,443 | ) |  | $ | (7,035 | )

|                                   |  |                                  |        |                                |  |             |       |       |  |         |       |          |  |             |       |       |  |   |        |   |  |   |       |  |  |   |       |  |  |   |       | 
|---------------------------------- |  | -------------------------------- | ------ | ------------------------------ |  | ----------- | ----- | ----- |  | ------- | ----- | -------- |  | ----------- | ----- | ----- |  | - | ------ | - |  | - | ----- |  |  | - | ----- |  |  | - | ----- | 
|                                   |  | Three Months Ended June 30, 1999 |        | Six Months Ended June 30, 1999
|                                   |  |                                  |        |                               
|                                   |  | License                          |        | Services                       |  | Unallocated |       | Total |  | License |       | Services |  | Unallocated |       | Total
|                                   |  |                                  |        |                                |  |             |       |       |  |         |       |          |  |             |       |      
|Revenues from external   customers |  | $                                | 1,789  |                                |  | $           | 2,694 |       |  |         |      |          |  | $           | 4,483 |       |  | $ | 3,242  |   |  | $ | 5,421 |  |  |   |      |  |  | $ | 8,663 | 
|                                  
|                                  
|                                  
|                                  
|Segment profit (loss)              |  | $                                | (1,570 | )                              |  | $           | 760   |       |  | $       | 1,434 |          |  | $           | 624   |       |  | $ | (3,619 | ) |  | $ | 1,497 |  |  | $ | 3,004 |  |  | $ | 882   | 

There were no transactions between segments. The unallocated amounts are
made up of the following items:

8



---



PowerCerv Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

|                                         |  |               |        |               |  |               |        |               |  |   |        |   |  |   |        |  
|---------------------------------------- |  | ------------- | ------ | ------------- |  | ------------- | ------ | ------------- |  | - | ------ | - |  | - | ------ | -
|                                         |  | Three         |        | Six           |  | Three         |        | Six          
|                                         |  | Months Ended  |        | Months Ended  |  | Months Ended  |        | Months Ended 
|                                         |  | June 30, 2000 |        | June 30, 2000 |  | June 30, 1999 |        | June 30, 1999
|                                         |  |               |        |               |  |               |        |              
|General and administrative costs         |  | $             | (1,150 | )             |  | $             | (2,411 | )             |  | $ | (1,311 | ) |  | $ | (2,526 | )
|                                        
|                                        
|                                        
|                                        
|Work force reduction                     |  |               | (711   | )             |  |               | (711   | )             |  |   |       |   |  |   | (485   | )
|                                        
|                                        
|                                        
|                                        
|Interest and other income (expense), net |  |               | 18     |               |  |               | (73    | )             |  |   | 94     |   |  |   | 144    |  
|                                        
|                                        
|                                        
|                                        
|Operations disposed of in 1999           |  |               |       |               |  |               |       |               |  |   |       |   |  |   | 224    |  
|                                        
|                                        
|                                        
|                                        
|Gain on sale of business                 |  |               |       |               |  |               |       |               |  |   | 2,651  |   |  |   | 5,647  |  
|                                        
|                                        
|                                        
|                                        
|Income tax expense                       |  |               |       |               |  |               | (248   | )             |  |   |       |   |  |   |       |  
|                                         |  |               |        |               |  |               |        |               |  |   |        |   |  |   |        |  
|                                         |  | $             | (1,843 | )             |  | $             | (3,443 | )             |  | $ | 1,434  |   |  | $ | 3,004  |  

The Company does not use assets as a measure of the segments performance,
thus no assets are disclosed by segment in the tables above.

I.  Work Force Reduction and Other

During the second quarter of 2000, the Company initiated actions to reduce
its work force and undertook additional cost cutting measures in line with its
objective to return to profitability. The Company recorded a restructuring
charge related to a work force reduction and other expenses totaling $711 in
the second quarter of 2000. Additional restructuring charges of $162 will be
recorded in the third quarter of 2000 for a total restructuring charge of $873
in 2000. The total restructuring charge includes severance and related costs
of $649 (4 senior-level staff and 35 non senior-level employees primarily in
sales, services and research and development) and costs of $224 related to
office closings. At June 30, 2000, the Company had approximately $710 in
remaining restructuring related liabilities that are included in accrued
expenses on the condensed consolidated balance sheet. As part of the
restructuring plan, the Companys Chairman has assumed the role of Chief
Executive Officer, and the previous Chief Executive Officer is no longer with
the Company. Office closings are anticipated for completion during the third
quarter of 2000, and severance payments will be paid during the next 11 months.
The Company expects to realize gross annual savings of approximately $6,400 as
a result of these actions. The restructuring is part of the Companys
strategic plan to reevaluate the Companys direction, product positioning,
marketing segments and distribution strategies. Management believes that it
has properly resized the Company to minimize future losses, allow for
sufficient time to implement its strategic plan and ultimately seek to return
to profitability.

During the first quarter of 1999, the Company recorded a charge related to
a work force reduction and other related expenses totaling $485. This amount
included severance and related costs of $391 (11 employees, primarily
management level) and costs of $94 related to office downsizings or closings.
As of March 31, 2000, the Company had paid all of the $485 charged to expense.

J.  Sale of Business

Effective March 31, 1999, the Company sold its general consulting and
general education business (consulting and education services other than its
application-related services) to a third party. Consideration totaled
approximately $10 million and consisted of a combination of cash, the Companys
common stock and promissory notes. A portion of the gain relates to a $827
note receivable maturing in 2004 and will be recognized upon collection of the
note.

9



---



PowerCerv Corporation

Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations(dollars in thousands)

Overview

The Company is focused on delivering open, modifiable Integrated
Enterprise Response Solutions with innovative E-Commerce capabilities to
mid-size U.S. companies with annual revenues between $25 million and $750
million. The Company has focused its resources, including product development,
marketing and sales efforts, on the needs and requirements of companies in this
market. The Companys revenues currently consist primarily of software license
fees and fees for services, primarily relating to the Companys applications,
including consulting, education and maintenance and support.

The Company was organized in April 1992, and through calendar year 1994 a
substantial part of the Companys revenue was derived from technology resales
and consulting and education services. The Company began selling its own
license product in the fourth quarter of 1993. Since then, the Company has
brought several additional applications to the market. Service fees remain the
Companys largest single revenue source, although the Companys strategy is to
seek to increase revenue generated from licensing its application products. On
March 31, 1999, the Company sold its general consulting and general education
business (consulting and education services other than its application-related
services ) to a third party. The results of operations for the first quarter
of 1999 have been reclassified to conform with the current quarters
presentations. It also finalized its 1998 strategy to discontinue technology
resales of various third-party software products.

License fees represent revenue from licensing the Companys Integrated
Enterprise Response Solutions application products and royalties earned on the
Companys Integrated Enterprise Response Solutions application products and
related intellectual properties. Service fees represent revenue from
implementing the Companys Integrated Enterprise Response Solutions application
products, consulting services, education services and maintenance and support
services.

Beginning January 1, 1998, the Company has recognized revenue in accordance
with the American Institute
of Certified Public Accountants (AICPA)
Statement of Position 97-2, Software Revenue Recognition (SOP
97-2), as
amended by Statement of Position 98-4 (SOP 98-4), Deferral of the Effective
Date of
a Provision of SOP 97-2.Revenue is recognized from licenses of the
Companys software products when the
contract has been executed, the product(s)
has been shipped, collectibility is probable and the software
license fees are
fixed or determinable. In the event that the contract provides for multiple
elements (e.g.,
software products, post-contract customer support, consulting
services), the total fee is allocated to these elements
based on
vendor-specific objective evidence of fair value. If any portion of the
license fees is subject
to forfeiture, refund or other contractual
contingencies, the Company will postpone revenue recognition
until these
contingencies have been removed. Historically, product returns and allowances
have been immaterial.
For those periods in which the Company marketed its
development tools and third party technology resales,
license revenue was
recognized following the procedures above except that these products are
generally licensed
via shrinkwrap license agreements. The Company generally
accounts for consulting and education services separate
from software license
fees for those multi-element arrangements where services are a separate element
and
are not essential to the customers functionality requirements and there is
vendor-specific objective evidence
of fair value for these services. If any
portion of the license fees is subject to forfeiture, refund or other
contractual contingencies, the Company will postpone revenue recognition until
these contingencies have been
removed. Historically, product returns and
allowances have been immaterial. Consulting and education revenue

10



---



PowerCerv Corporation

Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations(dollars in thousands)

is
recognized as the services are performed. Revenue from support and maintenance
activities is recognized ratably over the term of the maintenance period, and
the unrecognized portion is recorded as deferred revenue. Prior to January 1,
1998, the Company recognized revenue in accordance with the American Institute
of Certified Public Accountants Statement of Position 91-1, Software Revenue
Recognition.

In June, 1998, the Financial
Accounting Standards Board (FASB) issued statement
No. 133, Accounting for Derivative Instruments and Hedging Activities, as
amended, which is required to be adopted in years beginning after June 15,
2000. Because of the Companys minimal use of derivatives, management does not
anticipate that the adoption of the new statement will have a significant
effect on earnings or the financial position of the Company.

On December 3, 1999, the Securities and Exchange Commission (SEC) issued
Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial
Statements, which provides guidance on the recognition, presentation, and
disclosure of revenue in financial statements. The SAB was effective for the
first quarter of the fiscal year beginning after December 15,
1999, however,
recently the SEC has extended the implementation date for companies whose
fiscal year ends between December 16, 1999, and March 15,
2000, to the fourth
quarter of fiscal year 2000. The Company has evaluated the impact of this SAB
on its financial reporting of results of operations and does not believe that
adoption of SAB 101 will have a material impact on revenues.

In June, 2000, the FASB issued SFAS No. 138, Accounting for Certain
Derivative Instruments and Certain Hedging Activities, an amendment of FASB
Statement No. 133, which is effective for fiscal years beginning after June 15,
2000. PowerCerv does not anticipate that the adoption of this Statement will
have a significant effect on its results of operations or financial position.

This Quarterly Report on Form 10-Q and any documents incorporated herein
by reference contain forward-looking statements that have been made pursuant to
the provisions of the Private Securities Litigation Reform
Act of 1995. Such
forward-looking statements are based on current expectations, estimates and
projections about
the Companys industry, managements beliefs and certain
assumptions made by the Companys management.
Words such as anticipates,
expects, intends, plans, believes, seeks, estimates, and/or
variations
of such words and similar expressions are intended to identify such
forward-looking statements. These statements
are not guarantees of future
performance and are subject to certain risks, uncertainties and assumptions
that
are difficult to predict; therefore, actual results may differ materially
from those expressed or forecasted
in any such forward-looking statements.
Forward-looking statements include, without limitation, statements
regarding the extent and timing of future revenues and expenses and customer demand for
the Companys
products and services as described in the Companys 1999 Annual
Report on Form 10K/A filed with
the SEC on April 13, 2000, under Managements
Discussion and Analysis of Financial Condition and
Results of Operations 
Forward-Looking Statements and Associated Considerations; Fluctuations in
Quarterly Activity and Results of Operations; Competition; Economic and
Market Condition Risks;
Impact of the Year 2000; Lengthy Sales Cycle;
Ability to Manage Change; Liquidity;
Availabilityof Consulting Personnel, Dependence on Product Development and Associated Risks,
Dependence on
New Products; Dependence on PowerBuilder® and
others; Dependence on Proprietary Technology;
Risks of Third-Party Claims
for Infringement; Expansion of Indirect Channels; Potential for Channel

11



---



PowerCerv Corporation

Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations(dollars in thousands)

Conflict; Voting Control by Management; Dependence on Key Personnel;
and Possible Volatility of Stock Price. The Company assumes no obligation
to update any such forward-looking statement. It is important to note that the
Companys actual results could differ materially from those in such
forward-looking statements.

Results of Operations

The following table sets forth, for the periods indicated, certain
financial data regarding the Companys revenues derived from license fees and
service fees from continuing operations:

|                             |  |                             |       |                           |  |      |     |      |  |        |       |      |  |   |       |   |  |  |     |    |  |   |       |  
|---------------------------- |  | --------------------------- | ----- | ------------------------- |  | ---- | --- | ---- |  | ------ | ----- | ---- |  | - | ----- | - |  |  | --- | -- |  | - | ----- | -
|Revenues                     |  | Three months ended June 30, |       | Six months ended June 30,
|                             |  |                             |       |                          
|                             |  | 2000                        |       | Change                    |  | 1999 |     | 2000 |  | Change |       | 1999
|                             |  |                             |       |                           |  |      |     |      |  |        |       |     
|License fees                 |  | $                           | 1,208 |                           |  |      | (32 | )%   |  | $      | 1,789 |      |  | $ | 1,527 |   |  |  | (53 | )% |  | $ | 3,242 |  
|                            
|                            
|                            
|                            
|Percentage of total revenues |  |                             | 36    | %                         |  |      |     |      |  |        | 40    | %    |  |   | 26    | % |  |  |     |    |  |   | 37    | %
|                             |  |                             |       |                           |  |      |     |      |  |        |       |      |  |   |       |   |  |  |     |    |  |   |       |  
|Service fees                 |  |                             | 2,117 |                           |  |      | (21 | )%   |  |        | 2,694 |      |  |   | 4,304 |   |  |  | (21 | )% |  |   | 5,421 |  
|                            
|                            
|                            
|                            
|Percentage of total revenues |  |                             | 64    | %                         |  |      |     |      |  |        | 60    | %    |  |   | 74    | % |  |  |     |    |  |   | 63    | %
|                             |  |                             |       |                           |  |      |     |      |  |        |       |      |  |   |       |   |  |  |     |    |  |   |       |  

License fees.The Companys license fees are derived from licensing the
Companys application products. In addition, any royalty fees earned are
included in license fees. The Company establishes its licensing fees using a
tiered pricing approach based on the number of concurrent servers and users.
Source code licenses are available at an additional cost. License fees
decreased for the three and six months ended June 30, 2000, compared to the
same periods in 1999. Management believes the primary reason for the decrease
in license revenue was due to overall depressed market conditions initially
resulting from customers reluctance to make decisions early in the year after
having addressed Y2K concerns in the previous year. Management believes that
depressed market conditions continued in the second quarter of 2000 due to
decreased demand for traditional enterprise software and a shift to integrated
systems with E-Commerce capabilities already being offered by the Company. As
a result, customers are taking longer to make decisions regarding these more
advanced systems. Interest in our products and sales leads were stronger in
the second quarter compared to the first quarter of 2000, as evidenced by the
approximate 300% increase in license revenue. As a result of current market
conditions, the Company has initiated restructuring measures that included work
force reduction plans and office closings. Management believes that it has
properly resized the Company to minimize further losses and seek to return to
profitability once market conditions improve. Additionally, the Company has
developed a strategic plan focusing on reevaluating the Companys direction,
product positioning, market segments and distribution strategies. The Company
expects continued growth in its license revenue, but there can be no assurance
that the Companys license revenues will increase in accordance with
managements expectations.

Services fees. The Companys service fees consist of revenue from consulting,
education and support and maintenance services for the Companys application
software licenses. Consulting services are primarily provided on a time and
materials basis, education services are generally priced on a per-student basis and annual support and maintenance are based on a percentage of related license
fees. Management believes that the decrease in service revenue was also
impacted by the overall depressed market conditions resulting initially from Y2K concerns and then due to a shift in demand from
traditional enterprise
software to integrated systems with E-Commerce

12



---



PowerCerv Corporation

Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations(dollars in thousands)

capabilities. Management
believes that companies focused their efforts on getting new systems running
before December 31, 1999, which resulted in substantially lower license
purchases and a general decrease in consulting services and maintenance and
support services in the first half of 2000. The Company believes that as
revenue from licensing its application products increases, the demand for
application consulting services (and related revenue) will increase
correspondingly, as will service fees for maintenance and support; however,
there can be no assurance that license revenue will increase or that if it does
increase, revenue from service fees will increase correspondingly.

Costs and Expenses

The following table sets forth, for the periods indicated, certain
financial data
regarding the Companys costs associated with its license fees and services:

|                        |  |                             |       |                           |  |      |     |      |  |        |       |      |  |   |       |   |  |  |     |    |  |   |       |  
|----------------------- |  | --------------------------- | ----- | ------------------------- |  | ---- | --- | ---- |  | ------ | ----- | ---- |  | - | ----- | - |  |  | --- | -- |  | - | ----- | -
|Cost of Revenues:       |  | Three months ended June 30, |       | Six months ended June 30,
|                        |  |                             |       |                          
|                        |  | 2000                        |       | Change                    |  | 1999 |     | 2000 |  | Change |       | 1999
|                        |  |                             |       |                           |  |      |     |      |  |        |       |     
|Cost of licenses        |  | $                           | 101   |                           |  |      | (57 | )%   |  | $      | 235   |      |  | $ | 239   |   |  |  | (42 | )% |  | $ | 413   |  
|                       
|                       
|                       
|                       
|Gross profit percentage |  |                             | 92    | %                         |  |      |     |      |  |        | 87    | %    |  |   | 84    | % |  |  |     |    |  |   | 87    | %
|                        |  |                             |       |                           |  |      |     |      |  |        |       |      |  |   |       |   |  |  |     |    |  |   |       |  
|Cost of services        |  |                             | 1,696 |                           |  |      | (12 | )%   |  |        | 1,934 |      |  |   | 3,390 |   |  |  | (14 | )% |  |   | 3,924 |  
|                       
|                       
|                       
|                       
|Gross profit percentage |  |                             | 20    | %                         |  |      |     |      |  |        | 28    | %    |  |   | 21    | % |  |  |     |    |  |   | 27    | %
|                        |  |                             |       |                           |  |      |     |      |  |        |       |      |  |   |       |   |  |  |     |    |  |   |       |  

Cost of licenses. The cost of licenses consists primarily of production costs,
royalties associated with third-party products sold with the Companys
products, the cost associated with resales made by VARs, and the amortization
of intangible assets. The cost of licenses for the three and six months ended
June 30, 2000, decreased 57% and 42%, respectively, compared to the same periods
in 1999 primarily resulting from lower amortization expense and lower fees to
VARs offset by increased royalties associated with third-party products sold
with the Companys products. Profit margins increased for the three months
ended June 30, 2000, as compared to the same period in 1999 due to lower VAR
sales in the current quarter. Gross profit margin decreased for the six months
ended June 30, 2000, due to significantly lower license fee revenue and
increased royalties.

Cost of services.The cost of services consists primarily of compensation
and travel costs associated with providing consulting, product support and
maintenance, technical services and education. The cost of services decreased
12% and 14%, respectively, for the three and six months ended
June 30, 2000, as
compared to the same periods in 1999 primarily due to lower compensation
expense for the periods. The decrease in gross profit percentage is primarily
due to lower use of consultants resulting from lower service activity in the
period. The Companys restructuring plan initiated in the second quarter of
2000 resulted in the elimination of eight services positions. The Company
expects to realize gross annual savings of approximately $2,132. The Company
believes that it has properly resized the consulting services component and
expects that these reductions will result in lower expenses and increased
utilization of remaining services personnel, however, there can be no assurance
that the Company will return to profitability as a result of these actions.

The following table sets forth, for the periods indicated, certain financial
data regarding the Companys operating expenses:

13



---



PowerCerv Corporation

Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations(dollars in thousands)

|                             |  |                             |       |                           |  |      |     |      |  |        |       |      |  |   |       |   |  |  |     |    |  |   |       |  
|---------------------------- |  | --------------------------- | ----- | ------------------------- |  | ---- | --- | ---- |  | ------ | ----- | ---- |  | - | ----- | - |  |  | --- | -- |  | - | ----- | -
|Operating Expenses:          |  | Three months ended June 30, |       | Six months ended June 30,
|                             |  |                             |       |                          
|                             |  | 2000                        |       | Change                    |  | 1999 |     | 2000 |  | Change |       | 1999
|                             |  |                             |       |                           |  |      |     |      |  |        |       |     
|General and administrative   |  | $                           | 1,150 |                           |  |      | (12 | )%   |  | $      | 1,311 |      |  | $ | 2,411 |   |  |  | (5  | )% |  | $ | 2,526 |  
|                            
|                            
|                            
|                            
|Percentage of total revenues |  |                             | 35    | %                         |  |      |     |      |  |        | 29    | %    |  |   | 41    | % |  |  |     |    |  |   | 29    | %
|                             |  |                             |       |                           |  |      |     |      |  |        |       |      |  |   |       |   |  |  |     |    |  |   |       |  
|Sales and marketing          |  |                             | 1,692 |                           |  |      | (18 | )%   |  |        | 2,053 |      |  |   | 3,447 |   |  |  | (18 | )% |  |   | 4,219 |  
|                            
|                            
|                            
|                            
|Percentage of total revenues |  |                             | 51    | %                         |  |      |     |      |  |        | 46    | %    |  |   | 59    | % |  |  |     |    |  |   | 48    | %
|                             |  |                             |       |                           |  |      |     |      |  |        |       |      |  |   |       |   |  |  |     |    |  |   |       |  
|Research and development     |  |                             | 1,127 |                           |  |      | 5   | %    |  |        | 1,071 |      |  |   | 2,347 |   |  |  | 5   | %  |  |   | 2,229 |  
|                            
|                            
|                            
|                            
|Percentage of total revenues |  |                             | 34    | %                         |  |      |     |      |  |        | 24    | %    |  |   | 40    | % |  |  |     |    |  |   | 26    | %
|                             |  |                             |       |                           |  |      |     |      |  |        |       |      |  |   |       |   |  |  |     |    |  |   |       |  

General and administrative (G&A).G&A expenses include compensation,
communications, accounting, human resources, legal and related facilities
expenses. The decrease in G&A expenses for the three and six months ended June
30, 2000, compared to the same periods in 1999, is primarily due to lower legal
expenses in the current periods offset by higher bad debt expense. The G&A
expense percentage of total revenue increased due to the fixed nature of G&A
expenses and a reduction in total revenue for the periods. The Companys
restructuring plan initiated in the second quarter of 2000 resulted in the
elimination of five G&A positions. The Company expects to realize gross annual
savings of approximately $422. The Company believes that it has properly
resized its cost structure and expects that these reductions will result in
lower expenses, however, there can be no assurance that the Company will return
to profitability as a result of these actions.

Sales and marketing.Sales and marketing expenses primarily consist of
compensation paid to sales and marketing personnel; costs of marketing,
including direct mail and telemarketing activities; costs of public relations,
including trade shows and conferences; and related communications costs. Sales
and marketing costs decreased 18% for the three and six months ended June 30,
2000, as compared to the same periods in 1999 as a result of lower sales
commissions earned on license revenue in the current periods, which was offset
to a certain extent by increased advertising and tradeshow costs. The sales
and marketing expense as a percentage of total revenue increased due to lower
license and service revenue for the periods. During the first half of 2000,
the Company increased its investment in marketing programs focused on
increasing awareness of the Company and its products and expansions of the
Companys marketing and telemarketing organizations in Tampa. The Companys
restructuring and cost cutting plan initiated in the second quarter of 2000
will involve a reduction in advertising costs for the remainder of the year by
placing fewer trade media adds and included a resizing of the sales and
marketing staff through the elimination of 14 positions. The Company expects
to realize gross annual savings of approximately $2,810. There can be no
assurance that the first and second quarter marketing investments will result
in higher revenues for the Company, nor that the Company will return to
profitability as a result of its cost cutting measures.

Research and development (R&D).R&D costs consist primarily of compensation
and related facilities and equipment costs associated with developing,
maintaining and enhancing the Companys products. Since inception, the Company
has not capitalized any internal R&D costs as the costs incurred during the
period between the point in time that technological feasibility is established
and that a product is released to the market have been insignificant. R&D costs
increased 5% for the three and six months ended June 30, 2000, as compared to
the same periods in 1999, primarily due to increased personnel costs. The R&D cost percentage of total revenue increased due to the fixed nature of R&D costs
and decreased total revenue for the periods. The Companys restructuring plan
initiated in the second quarter of 2000 involves the elimination of 15 R&D
positions. The Company expects to realize gross

14



---



PowerCerv Corporation

Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations(dollars in thousands)

annual savings of
approximately $1,036; however, there can be no assurance that the Company will
return to profitability as a result of these actions.

Work force reduction and other.During the second quarter of 2000, the Company initiated actions to reduce
its work force and undertook additional cost cutting measures in line with its
objective to return to profitability. The Company recorded a restructuring
charge related to a work force reduction and other expenses totaling $711 in
the second quarter of 2000. Additional restructuring charges of $162
will be recorded in the third quarter of 2000 for a total restructuring charge
of $873 in 2000. The total restructuring charge includes severance and related
costs of $649 (4 senior-level staff and 35 non senior-level employees primarily
in sales, services and research and development) and costs of $224 related to
office closings. At June 30, 2000, the Company had approximately $710 in
remaining restructuring related liabilities that are included in accrued
expenses on the condensed consolidated balance sheet. As part of the
restructuring plan, the Companys Chairman has assumed the role of Chief
Executive Officer, and the previous Chief Executive Officer is no longer with
the Company. Office closings are anticipated for completion during the third
quarter of 2000 and severance payments will be paid during the next 11 months.
The Company expects to realize gross annual savings of approximately $6,400 as
a result of these actions. The restructuring is part of the Companys
strategic plan to reevaluate the Companys direction, product positioning,
marketing segments and distribution strategies. Management believes that it
has properly resized the Company to minimize future losses, allow for
sufficient time to implement its strategic plan and ultimately seek to return
to profitability.

During the first quarter of 1999, the Company recorded a charge related to
a work force reduction and other related expenses totaling $485. This amount
included severance and related costs of $391 (11 employees, primarily
management level) and costs of $94 related to office downsizings or closings.
As of March 31, 2000, the Company had paid all of the $485 charged to expense.

Income taxes.During the first quarter of 2000, the Company recorded a
charge related to estimated federal and state income tax and interest totaling
$359 resulting from an Internal Revenue Service examination of the Companys
1996 and 1995 federal income tax returns. The amount allocated to tax expense
is $209, and $150 was allocated to interest expense. The Internal Revenue
Service has rendered an unfavorable assessment resulting in the estimated
exposure amount. The Company will continue to appeal this assessment.

The Company also recorded $39 of income tax expense related to state
income taxes and increased its deferred income tax asset valuation allowance
for the six-month period ended June 30, 2000, to offset the tax benefit
applicable to the loss incurred during the period. The decision to fully
reserve the deferred income tax asset was primarily the result of the Companys
continued losses from operations.

For the three and six-month periods ended June 30, 1999, the Company
recorded no federal income tax expense since its net operating loss
carryforwards offset any tax expense applicable to the net income for that
period.

15



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PowerCerv Corporation

Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations(dollars in thousands)

Liquidity and Capital Resources

The following tables set forth, for the periods indicated, certain
financial data regarding the periods indicated, certain financial data
regarding the Companys working capital balances, cash and cash equivalents,
cash used in operating activities, cash provided by investing activities and cash provided by financing activities:

|                          |  |              |       |        |  |                  |     |    |  |   |       | 
|------------------------- |  | ------------ | ----- | ------ |  | ---------------- | --- | -- |  | - | ----- | 
|                          |  | As of       
|                          |  |             
|                          |  | June 30,2000 |       | Change |  | December31, 1999
|                          |  |              |       |        |  |                 
|Working capital           |  | $            | 3,039 |        |  |                  | (65 | )% |  | $ | 8,792 | 
|                         
|                         
|                         
|                         
|Cash and cash equivalents |  |              | 3,303 |        |  |                  | (47 | )% |  |   | 6,224 | 

|                                      |  |                           |         |        |  |         |      |    |  |  |         |  
|------------------------------------- |  | ------------------------- | ------- | ------ |  | ------- | ---- | -- |  |  | ------- | -
|                                      |  |                           |         |        |  | For the
|                                      |  | Six months ended June 30,
|                                      |  |                          
|                                      |  | 2000                      |         | Change |  | 1999   
|                                      |  |                           |         |        |  |        
|Cash used in operating activities     |  |                           | $(4,010 | )      |  |         | 28   | %  |  |  | $(5,597 | )
|                                     
|                                     
|                                     
|                                     
|Cash provided by investing activities |  |                           | 218     |        |  |         | (97  | )% |  |  | 6,725   |  
|                                     
|                                     
|                                     
|                                     
|Cash provided by financing activities |  |                           | 871     |        |  |         | >100 | %  |  |  | 20      |  

Working capital and cash and cash equivalents decreased as of June 30,
2000, compared to December 31, 1999, principally due to negative cash flow from
operations.

For the six month period ended June 30, 2000, cash used by operating
activities totaled $4,010, due principally to lower than anticipated license
revenue in the first and second quarters and consequently lower service fees for
the six month period.

The Companys cash provided by investing activities totaling $218 for the
six month period ended June 30, 2000, was principally due to the proceeds from
a return of the Companys investment in a third party ($500), offset by
purchases of software and fixed assets ($282). The cash provided by investing
activities of $6,725 for the six month period ended June 30, 1999, was
principally due to the sale of its general consulting business in March 1999
($6,680) and the proceeds from a return of the Companys investment in a third
party ($250), offset by purchases of fixed assets ($205).

At June 30, 2000, the Companys primary source of liquidity consisted of
its cash and cash equivalents balance of $3,303 and its short-term accounts
receivable balance of $4,049. The Companys 1999 Line of Credit expired on May
30, 2000. The Company is currently seeking other sources of debt or equity.
There can be no assurances that such funds will be available to the Company or,
if available, would be on terms satisfactory to the Company.

In June, 2000, PowerCerv recognized that revenue for the Company was not going to
rapidly return to the levels achieved in the third and fourth quarters of
last year. The decision was made to downsize the Company in an effort to achieve a
break-even point with substantially reduced revenues. The cost of this
restructuring is approximately

16



---



PowerCerv Corporation

Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations(dollars in thousands)

$873 of which $711 was reported as part of the
second quarter results and the balance of $162 will be reported in the third
quarter. This restructuring will save the Company approximately $1,600 in
expenses per quarter.

If the Companys existing cash reserves and restructuring decision prove
insufficient to fund its future cash requirements and the Company is not able
to obtain other sources of funds, the Companys ability to pursue its business
strategy during the year 2000 and thereafter will be adversely affected. See
Forward Looking Statements and Associated ConsiderationsLiquidity as set
forth in the Companys 1999 Annual Report.

17



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PowerCerv Corporation

Item 3. Quantitative and Qualitative Disclosure of Market Risk

The Company had no holdings of derivative financial or commodity instruments at
June 30, 2000. The Company has no significant exposure to interest rate or
foreign currency exchange rate risks. An increase in interest rates of 100
basis points would not significantly impact the Companys net income.
Generally, all of the Companys business is transacted in U.S. dollars.
Accordingly, foreign exchange rate fluctuations should not have a significant
impact on the Company.

18



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INDEPENDENT ACCOUNTANTS REVIEW REPORT

The Board of Directors
PowerCerv Corporation

We have reviewed the accompanying condensed consolidated balance sheet of
PowerCerv Corporation and subsidiary as of June 30, 2000, and the related
condensed consolidated statements of operations for the three-month and
six-month periods ended June 30, 2000 and 1999 and the condensed statements of
cash flows for the six-month periods ended June 30, 2000 and 1999. These
financial statements are the responsibility of the Companys management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with auditing standards generally accepted in the United States,
which will be performed for the full year with the objective of expressing an
opinion regarding the financial statements taken as a whole. Accordingly, we
do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated financial statements
referred to above for them to be in conformity with accounting principles
generally accepted in the United States.

We have previously audited, in accordance with auditing standards generally
accepted in the United States, the consolidated balance sheet of PowerCerv
Corporation as of December 31, 1999, and the related consolidated statements of
income, shareholders equity, and cash flows for the year then ended not
presented herein and in our report dated January 20, 2000, we expressed an
unqualified opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying condensed consolidated
balance sheet as of December 31, 1999, is fairly stated, in all material
respects, in relation to the consolidated balance sheet from which it has been
derived.



| |                      
| | ---------------------
| | /s/ Ernst & Young LLP

Tampa, Florida
July 14, 2000

19



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PowerCerv Corporation

Part II. Other Information

Item 1. Legal Proceedings

A complaint was filed on July 24, 1997, in the United States District
Court for the Middle District of Florida, captioned J. Conrad Lifsey vs. Harold
R. Ross, Gerald R. Wicker, Marc J. Fratello, Roy E. Crippen, III, Donald B.
Hebb, Jr., Thomas S. Roberts, PowerCerv Corporation, Alex Brown & Sons, Inc.,
Robertson, Stephens & Company, ABS Capital Partners, L.P., Summit Investors II,
L.P., and Summit Ventures III, L.P. The complaint purports to be a class
action on behalf of those persons who purchased shares of the Companys common
stock from March 1, 1996 (the date of the Companys initial public offering
of its common stock (IPO)) through July 24, 1996. The complaint alleges,
among other things, that the defendants violated the Securities Act of 1933 and
the Securities Exchange Act of 1934 in connection with the Companys IPO and in
its subsequent securities filings, press releases and other public statements.
The plaintiff seeks damages of an unspecified amount, rescission of certain
securities sales and certain other remedies. On March 19, 1998, the defendants
filed their motions to dismiss this complaint. An effect of this motion filing
is to stay any discovery on this case until after the motions are ruled on by
the Court. On April 5, 1998, the Court ordered the parties to attend a
mediation conference by July 30, 1998. The parties did not resolve this
lawsuit in the mediation conference. The Court ordered a second mediation
conference for March 22, 2000, however, the parties were again unable to resolve
this matter. On May 1, 2000, defendants filed supplemental authority in
support of their motions to dismiss. To date, the Court has not issued a
ruling on the Companys motion to dismiss. The defendants continue to deny any
wrongdoing and intend to contest the suit vigorously.

The Company is also subject to miscellaneous legal proceedings in the
normal course of business. The Company is currently defending these
proceedings and claims and anticipates that it will be able to resolve these
matters in a manner that will not have a material adverse effect on the
Companys consolidated financial position.

Item 4. Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Shareholders on June 1, 2000 (2000
Annual Meeting). At the 2000 Annual Meeting, the shareholders voted to elect
Marc J. Fratello, Roy E. Crippen, III, Michael J. Simmons, O.G. Greene and
David A. Straz, Jr. as directors of the Company, to hold office until the
Companys 2001 Annual Meeting and until their successors are elected and
qualified or earlier resignation, removal from office or death. The
shareholders also voted to ratify the appointment independent auditor, Ernst
and Young LLP, for the year ending December 31, 2000.

The total number of shares of the Companys common stock, $.001 par value
(Common Stock), issued, outstanding and entitled to vote at the 2000 Annual
Meeting was 13,811,210 shares, of which 12,984,636 shares of Common Stock were
present in person or by proxy. The following list indicates the number of
votes received by each of the nominees for the Companys Board of Directors:

|     |                     |           |  |             |  |  |  |         | 
|---- | ------------------- | --------- |  | ----------- |  |  |  | ------- | 
|Name |                     | Votes For |  | Abstentions
|     |                     |           |  |            
|     | Marc J. Fratello    |           |  | 12,860,853  |  |  |  | 123,783 | 
|    
|    
|    
|    
|     | Roy E. Crippen, III |           |  | 12,861,003  |  |  |  | 123,633 | 

20



---



PowerCerv Corporation

Part II. Other Information

|                    |  |  |            |  |  |  |         | 
|------------------- |  |  | ---------- |  |  |  | ------- | 
|Michael J. Simmons  |  |  | 12,861,003 |  |  |  | 123,633 | 
|                   
|                   
|                   
|                   
|O.G. Greene         |  |  | 12,861,003 |  |  |  | 123,633 | 
|                   
|                   
|                   
|                   
|David A. Straz, Jr. |  |  | 12,861,003 |  |  |  | 123,633 | 

The appointment of Ernst and Young LLP as the Companys independent
auditors was approved by a majority of the shareholders present and entitled to
vote at the 2000 Annual Shareholders Meeting. Specifically, of the 12,984,636
shares of Common Stock present in person or by proxy, a total of 12,901,421
voted in favor of this proposal, 61,465 shares of Common Stock voted against,
and 21,750 shares of Common Stock abstained from voting.

Item 6. Exhibits and Reports on Form 8-K

(a)   Exhibits

|     |  |                                                                                                                                                                                                                                                                 
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Loan Agreement and related promissory note, dated March 29,
1999, among NationsBank, N.A. and the Company, related to the
Companys $10,000,000 credit facility (incorporated herein by
reference from Exhibit Number 10.4 to the Companys 1998 Annual
Report).
|    
|10.2 |  | Asset Purchase Agreement, dated March 30, 1999, by and
between the Company and R.O.I Consulting, Inc. (incorporated herein
by reference from Exhibit Number 2 to the Companys Current Report
on Form 8-K filed with the SEC on April 13, 1999).                
|    
|15.1 |  | Accountants Letter regarding Unaudited Interim Financial Information.                                                                                                                                                                                          
|    
|27.1 |  | Financial Data Schedule. (for SEC use only)                                                                                                                                                                                                                     

(b)   Reports on Form 8-K

None

21



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PowerCerv Corporation

Form 10-Q

(for the quarterly period ended June 30, 2000)

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.

|                      |  |  |  |  |  |                                                                                     | 
|--------------------- |  |  |  |  |  | ----------------------------------------------------------------------------------- | 
|                      |  |  |  |  |  | PowerCerv Corporation                                                              
|                     
|                     
|                     
|Date: August 11, 2000 |  |  |  |  |  | /s/ Marc J. Fratello                                                               
|                      |  |  |  |  |  |                                                                                    
|                      |  |  |  |  |  | Marc J. Fratello,
Chairman and Chief Executive Officer
(Duly Authorized Officer)   
|                     
|                     
|Date: August 11, 2000 |  |  |  |  |  | /s/ Lawrence J. Alves                                                              
|                      |  |  |  |  |  |                                                                                    
|                      |  |  |  |  |  | Lawrence J. Alves,
Chief Financial Officer, Treasurer
(Principal Financial Officer)

22