EXHIBIT 13.2

MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated,
certain statements of operations data as a percentage of total
revenues:

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------
Years Ended December 31,                          1999      1998      1997
-----------------------------------------------------------------------------
<S>                                               <C>       <C>       <C>
Revenues:
  Software license fees                           18.7%     25.8%     31.1%
  Services and post-contract customer support     63.1      64.5      65.0
  Hardware                                        18.2       9.7       3.9
-----------------------------------------------------------------------------
    Total revenues                               100.0     100.0     100.0

Operating expenses:
  Cost of software license fees                    1.5       1.5       2.3
  Cost of services and post-contract
    customer support                              36.8      43.0      61.0
  Cost of hardware                                15.4       8.1       3.4
  Product development                             18.8      10.1      12.1
  Sales and marketing                             17.7      16.2      23.5
  General and administrative                      16.2      12.4      17.7
  Restructuring and other charges                  8.9         -         -
-----------------------------------------------------------------------------
    Total operating expenses                     115.3      91.3     120.0


Income (loss) from operations                    (15.3)      8.7     (20.0)
Other income, net                                  1.5       0.7       1.4
-----------------------------------------------------------------------------
Income (loss) before provision for income taxes  (13.8)      9.4     (18.6)
Provision for income taxes                           -       0.3         -
-----------------------------------------------------------------------------
Net income (loss)                                (13.8)%     9.1%    (18.6)%
-----------------------------------------------------------------------------

</TABLE>

The following discussion contains forward-looking statements
that are subject to risks and uncertainties that could cause
actual results to differ materially from those anticipated by
such statements. (These statements use words such as
"anticipates," "believes," "estimates," "expects," or "future,"
or may be identified as "the Company expects" or "the Company
believes" or otherwise stated as the Company's predictions for
the future.) These statements, as with any predictions of the
future, involve certain risk factors beyond the Company's
control. The Company's actual results may differ materially from
the results discussed in the forward-looking statements, and any
such differences could have a material negative impact on the
Company's share price.  Factors that might cause such a
difference include, but are not limited to, a decrease in demand
for the Company's products, delays in the timely availability of
new features and releases of the Company's products, a too-rapid
increase in the Company's level of spending, actions taken by
competitors, technological changes, those herein identified,
those discussed in the Company's Registration Statement on Form
SB filed with the Securities and Exchange Commission (SEC), and
other factors identified from time to time as risks in the
Company's reports filed with the SEC.

                 1999 Annual Report - Page 14

<PAGE>

ALLIANCE WITH SAP

During the third quarter of 1999, the Company and SAP America,
Inc. announced that SAP America, Inc. acquired 760,000 shares
representing a 9.7% stake in the Company and that the Company
and SAP AG (the parent company of SAP America, Inc.) entered
into an advanced strategic alliance (the SAP Alliance).  The SAP
Alliance is described in more detail on page 10.

TOTAL REVENUES

The Company's revenues are derived from software license fees,
services and post-contract customer support (PCS), and hardware
sales.  Total revenues increased by 19.6% to $40.6 million in
1999 and by 50.6% to $33.9 million in 1998.  The Company
believes that the slower growth in total revenues in 1999 was
due primarily to potential customers' reluctance to invest in
major application software in the second half of 1999.  The
Company believes that the SAP Alliance could lead to increased
license fee and professional service revenues.  The following
table sets forth, by category, revenues and percentage change
year over year for the years indicated:

<TABLE>
<CAPTION>
                                    Net Revenues         Percentage Change
                                   (In thousands)         (Year over year)
                              1999     1998     1997       1999     1998
-----------------------------------------------------------------------------
<S>                        <C>      <C>      <C>          <C>      <C>
Software license fees      $ 7,575  $ 8,741  $ 7,007      (13.3)%   24.7%
Services and PCS            25,599   21,890   14,637       16.9     49.6
Hardware                     7,386    3,282      881      125.0    272.5
-----------------------------------------------------------------------------

</TABLE>

International revenues increased 15.8% to $7.6 million in 1999
from $6.5 million in 1998 and increased 56.1% in 1998 from $4.2
million in 1997.  International revenues accounted for 18.7%,
19.3%, and 18.6% of total revenues in 1999, 1998, and 1997,
respectively.  The decrease in the growth of international
revenues in 1999 occurred primarily because two large European
projects nearing completion were not replaced with new projects
of comparable size.  The Company believes that future
international revenues may increase with the presence of a new
director of international sales and the addition of a value-
added reseller in France.  International revenues increased in
1998 from 1997 primarily due to new business in Canada where the
Company had sales of $2.0 million.

SOFTWARE LICENSE FEES

Software license fees consist of revenues from software license
agreements of the Catalyst WMS, related add-on products, and
relational database management systems (RDBMS).  Software
license fee revenues decreased by 13.3% to $7.6 million in 1999
and increased by 24.7% to $8.7 million in 1998.  Software
license fees may fluctuate based upon the size and quantity of
new or add-on software license fee contracts as well as the
progress toward completion for contracts that are accounted for
using contract accounting.

Through December 31, 1997, the Company recognized both software
license fee and modification revenue using the straight-line
method over the installation period. Since 1998, the Company has
followed the software revenue recognition practices set forth in
Statement of Position 97-2, "Software Revenue Recognition,"
issued by the American Institute of Certified Public
Accountants. For projects requiring significant modifications to
the software, the Company uses contract accounting procedures,
based upon percentage of completion, to recognize revenue,
provided that such amounts are reasonably collectable.  Revenue
for projects with few or no modifications are recognized upon
reaching contract milestones, to

                1999 Annual Report - Page 15

<PAGE>

the extent that payment is fixed and determinable and considered
collectable.  Although it experienced a significant slowdown in
new contracts signed in the second half of 1999, the Company
believes that software license fees should increase in 2000 due
to increased worldwide sales and marketing efforts, the
ending of Year 2000 (Y2K) concerns, the SAP Alliance, the
introduction of new products, and efforts to deliver standard
packaged solutions that meet the requirements of its vertical
markets.

SERVICES AND PCS

Services and PCS revenues are derived from software
modifications, professional services, and PCS agreements.
Services and PCS revenues increased by 16.9% to $25.6 million in
1999 and by 49.6% to $21.9 million in 1998.  The following table
sets forth the components of services and PCS revenues as a
percentage of total revenues for the years indicated:

<TABLE>
<CAPTION>

                                                  1999     1998     1997
-----------------------------------------------------------------------------
<S>                                               <C>      <C>      <C>
Software modifications                            17.2%    15.0%    25.7%
Professional services                             28.7     32.5     23.1
PCS agreements                                    17.2     17.0     16.2
-----------------------------------------------------------------------------
                                                  63.1%    64.5%    65.0%
-----------------------------------------------------------------------------

Software modifications are determined during the customer's
Conference Room Pilot (CRP) and consist of changes to the
software to facilitate specific functionality desired by the
customer.  The Company believes that as the number of new
contracts increases, future modifications revenue as a
percentage of total revenues should decrease due to the
increased functionality of its newer releases of the Catalyst
WMS; however, the relationship is dependent upon the variety of
modifications that the individual customer specifies.

Professional services revenues are derived from training,
technical services, performance of the CRP, on-site support,
project management, and implementation services.  The increase
in dollars in 1999 professional services revenues was due to
increased efforts by the Company to sell upgrades, training,
and other services to new and existing customers.  Professional
services revenues are recognized based on the number of days of
work actually performed.

Customers typically enter into a one-year agreement for PCS at
the time they first license the Catalyst WMS and, once
installed, pay for the first year of PCS fees in advance.  The
increase in PCS revenues in 1999 and 1998 was due primarily to
growth in the installed customer base for Catalyst WMS and
renewal of current customers' PCS agreements.  PCS revenues are
recognized ratably over the term of the PCS agreement, which is
generally one year.  The Company believes that PCS revenues
should continue to increase in the future as more Catalyst WMS
systems are implemented, resulting in the execution of
corresponding PCS agreements along with the renewal of existing
PCS agreements.

HARDWARE

Hardware revenues consist primarily of computer hardware, radio
frequency equipment, and printers that the Company sold to
customers on behalf of the equipment manufacturers.  Hardware
revenues increased by $4.1 million to $7.4 million in 1999 and
by $2.4 million to $3.3 million in 1998. The increase in hard-
ware revenue in 1999 and 1998 was due to a continued desire by
certain customers for a turnkey solution.

                  1999 Annual Report - Page 16

<PAGE>

COST OF SOFTWARE LICENSE FEES

Cost of software license fees consists primarily of the cost of
third-party software licenses sold by the Company.  The cost of
software license fees was $606,000, $525,000, and $524,000 in
1999, 1998, and 1997, respectively.  There was no cost of
software license fees for the Catalyst WMS as costs to develop
this product have been expensed as incurred.

The Company anticipates that the cost of software license fees
for the Catalyst WMS and related third party software should
decrease in the future as a percentage of total software license
fee revenues and should remain relatively constant as a
percentage of related third party software revenues.

COST OF SERVICES AND PCS

Cost of services and PCS consists primarily of personnel and
related costs for the performance of software modifications,
professional services, and PCS.  Cost of services and PCS as a
percentage of total services and PCS revenues were 58.3%, 66.6%,
and 93.9% in 1999, 1998, and 1997, respectively.  The
decrease in cost of services and PCS as a percentage of total
services and PCS revenues was due to increased efficiencies in
the delivery of these services. However, the Company believes
that the cost of services and PCS as a percentage of related
revenues could increase in the future due to increased
personnel costs and the decline in new contracts during the
second half of 1999.

COST OF HARDWARE

Cost of hardware consists primarily of the cost of computer
hardware, radio frequency equipment, and printers sold by the
Company on behalf of the equipment manufacturers.  The Company
does not inventory, service, or discount hardware items, but
makes them available to customers who desire a turnkey solution.
Cost of hardware was $6.3 million, $2.8 million, and $766,000 in
1999, 1998, and 1997, respectively.  As a percentage of hardware
sales, the cost was 84.8%, 84.1%, and 86.9% in 1999, 1998, and
1997, respectively.  The Company expects hardware costs to
increase ratably as hardware sales increase; however, the
Company anticipates that hardware costs as a percentage of total
hardware revenues should remain relatively constant.

PRODUCT DEVELOPMENT

Product development costs include expenses associated with
research and development, including costs of engineering
personnel and related development expenses such as the
development of software tools, training, and documentation.
Product development costs increased by 124% to $7.6 million and
by 24.9% to $3.4 million in 1999 and 1998, respectively.  In
1999, product development costs included expenses related to
developing WMS Release 8.0 and new features and functions in key
verticals.

The Company expensed all software development costs related to
its UNIX product as incurred.  Development costs for the NT
product were capitalized until the product was discontinued in
September 1999 at which time they were written off.  See Notes
to Consolidated Financial Statements, Note 10.

Product development costs represented 18.8%, 10.1%, and 12.1% of
total revenues in 1999, 1998, and 1997, respectively.  The
Company believes that product development costs may decrease
slightly as a percentage of total revenues in the future due to
the discontinuance of the NT product.

                  1999 ANNUAL REPORT - PAGE 17

<PAGE>

SALES AND MARKETING

Sales and marketing expenses consist primarily of salaries and
commissions paid to sales personnel along with marketing,
promotional, and travel expenses. Sales and marketing expenses
increased by 30.3% to $7.2 million in 1999 and by 3.8% to $5.5
million in 1998.  In general, the increase in sales and
marketing expenses in each year was due to the expansion of the
Company's sales and marketing staff and increased marketing and
promotional expenses in the domestic and international markets.
Sales and marketing expenses represented 17.7%, 16.2%, and 23.5%
of total revenues in 1999, 1998, and 1997, respectively. The
Company anticipates that sales and marketing expenses as a
percentage of total revenues should increase due to the
anticipated expansion of the sales and marketing function.

GENERAL AND ADMINISTRATIVE

General and administrative expenses consist primarily of the
salaries of administrative, executive, finance, and quality
assurance personnel.  General and administrative expenses
increased by 57.4% to $6.6 million in 1999 and increased by 5.1%
to $4.2 million in 1998.  General and administrative expenses
represented 16.2% of total revenues in 1999, 12.3% in 1998, and
17.7% in 1997.  In 1999, general and administrative expense
increased compared to 1998 due to a provision for potentially
uncollectible accounts receivable, a provision for legal costs
associated with a former customer's arbitration proceeding (see
Notes to Consolidated Financial Statements, Note 11), and
compensation expense for the former chief financial officer.
Because these one-time charges are not expected to recur, the
Company believes that general and administrative expenses should
decrease in the future as a percentage of total revenues.

TREATMENT OF ACQUISITION COSTS

In August 1998, in a non-related party transaction, the Company
acquired 100% of the stock of Kearney Systems, Inc. (KSI) in
exchange for approximately 143,000 shares of the Company's
stock.  The Company acquired KSI in order to obtain KSI's NT-
based WMS software, which had been in development for several
years.  The acquisition was treated as a purchase.  Based upon
an independent valuation of the intangible assets of KSI, the
NT-based WMS software was valued at $723,000.  The Company
capitalized the software because it was determined to have
reached technological feasibility and would have substantial
future value to the Company.  During the third quarter of 1999,
the Company initiated a restructuring plan to discontinue
development of its NT-based WMS product and close its Orlando,
Florida office.  The restructuring plan was put in place due to
the SAP Alliance.  Because of the SAP Alliance, the Company made
significant management changes and plans to further expand its
marketing efforts to increase exposure of its UNIX WMS products
and services.

Restructuring and other charges as of December 31, 1999 were
$3.6 million.  See Notes to Consolidated Financial Statements,
Note 10 for further discussion of expenses associated with the
restructuring plan.

OTHER INCOME AND EXPENSE

Other income and expense consists primarily of interest income
and interest expense and does not have a material impact on
operating results.  The Company expects other income and expense
to remain relatively constant in the future and expects interest
income to increase due to increasing invested cash balances and
interest rates earned.

                  1999 Annual Report - Page 18

<PAGE>

INCOME TAX EXPENSE

In 1999 and 1997, no income tax expense was recorded as the
Company incurred a net loss for both financial and income tax
reporting purposes.  At December 31, 1999, the Company had net
operating loss carry-forwards of approximately $12.3 million and
$10.2 million for federal and state income tax purposes,
respectively.  In 1998, the Company was not subject to regular
federal income taxes because it had approximately $8.2 million
in net operating loss carryforwards.  However, because of its
1998 net income, the Company was subject to an alternative
minimum tax, an income tax on its UK subsidiary, and certain
state tax amounts.  No net deferred tax expense was recorded in
any of the three years reported as the Company continues to
record a valuation allowance to reserve for the net deferred tax
asset.

LIQUIDITY AND CAPITAL RESOURCES

In 1999, the Company generated $12.6 million in cash, of which
$1.3 million was provided by operating activities and $1.4
million was used in investing activities.  Financing activities
generated $12.7 million, mostly due to proceeds from the sale of
common stock to SAP America, Inc.  In 1998, the Company
generated $4.3 million in cash, of which $5.0 million was
generated by operating activities, $800,000 was used in
operating activities for capital expenditures and capitalization
of software development costs, $335,000 was generated by
employees' exercise of stock options, and $273,000 was used for
payments on long-term debt.

Capital expenditures totaled $837,000, $505,000, and $770,000 in
1999, 1998, and 1997, respectively.  Since 1997, the Company has
financed the upgrade of certain computer and internal network
equipment through capital leases and continues to upgrade the
equipment as the leases expire.  The aggregate amount owing
under capital leases, including interest, was $515,000,
$412,000, and $589,000 as of December 31, 1999, 1998, and 1997,
respectively. The Company anticipates that expenditures for new
hardware and software will increase during 2000. Such
expenditures will be funded by cash flows from operations and
from additional capital leases.

In September 1999, the Company sold 760,000 of its shares of
common stock previously held in treasury to SAP America, Inc.
for $12.9 million.  In 1998, the Company issued approximately
143,000 shares of its common stock previously held in treasury
for the purchase of KSI.  In January 1997, the Company redeemed
226,000 shares of its common stock at a cost of $1.1 million as
a part of a negotiated agreement between the Company and its
former president and chief executive officer.

As of December 31, 1999, the Company had $21.2 million in cash
and cash equivalents and working capital of $20.4 million.  In
addition, the Company signed a $5.0 million line of credit (the
"Revolving Credit Facility"), which superseded a $1.0 million
line of credit, with Bank One, Milwaukee, Wisconsin in October
1999. The Revolving Credit Facility bears interest at the prime
rate subject to changes found in the Revolving Credit Facility
agreement and expires in October 2000.  As of December 31, 1999,
there were no amounts outstanding under the Revolving Credit
Facility.

At December 31, 1999, accounts receivable increased by 3.8%, or
$368,000, compared to December 31, 1998.  In addition, the
Company had reserves of $1.3 million for doubtful accounts and
$610,000 for known and estimated project cost overruns.  This
compares to $534,000 and $700,000 for the same reserves at
December 31, 1998.  The increase in the allowance for doubtful
accounts was largely due to specific accounts past due or in
dispute.  The Company believes it has adequately provided for
potential risks.

                 1999 Annual Report - Page 19

<PAGE>

The Company expects that cash generated from its ongoing
operations, existing cash balances, and borrowings under the
Revolving Credit Facility will be sufficient to meet the
Company's currently anticipated working capital and capital
expenditure requirements through year 2000.

The Company has never paid cash dividends on its common stock.
The Company's policy has been to retain cash from operations to
provide funds for the operation and expansion of its business.
Accordingly, the Company does not anticipate paying cash
dividends in the foreseeable future.

IMPACT OF YEAR 2000

The Company completed all Y2K readiness procedures prior to
December 31, 1999 and, to date, has not experienced any
significant, adverse effects on its systems or operations from
the transition to Y2K.  In addition, the Company has not been
made aware that any third party systems on which the Company
relies, the systems of the Company's vendors, or the systems of
the Company's customers suffered any material disruptions.
However, due to the fact that the Catalyst WMS is integrated
with different combinations of third party software and hardware
products, any Y2K problem occurring within these third party
software and hardware products could have an impact on the
operation of the Catalyst WMS which, in turn, may lead to claims
against the Company.

The Company estimates the total cost of preparing for and
resolving Y2K issues was approximately $250,000. These costs
were expensed as incurred.  At this time, the Company does not
expect to incur future expenditures relating to Y2K compliance
matters.  However, if unanticipated Y2K issues arise, additional
unanticipated costs may be incurred.  These unanticipated costs,
or the Company's failure to correct any unanticipated issues in
a timely manner, could have a material adverse effect on the
Company's business, financial condition, and results of
operations.

ECONOMIC AND MONETARY UNION IN EUROPE (EMU)

EMU refers to the movement toward economic and monetary union in
Europe with the ultimate goal of introducing a single currency
called the euro. While the European monetary union will have
profound financial and political implications, the Company
believes that the formation of EMU will not impact the Company's
earnings in any material way.

                  1999 Annual Report - Page 20

<PAGE>

QUARTERLY RESULTS

The following table sets forth unaudited statements of
operations data for each of the quarters in the years ended
December 31, 1999 and 1998.  This unaudited quarterly
information has been prepared on the same basis as the annual
information presented elsewhere herein and, in the Company's
opinion, includes all adjustments (consisting only of normal
recurring entries) necessary for a fair presentation of the
information for the quarter presented.  The operating results
for any quarter are not necessarily indicative of the results
for any future period.


</TABLE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
Quarters Ended                    Dec.     Sept.    June     Mar.     Dec.     Sept.    June     Mar.
                                   31,      30,      30,      31,      31,      30,      30,      31,
                                  1999     1999     1999     1999     1998
1998     1998     1998
-----------------------------------------------------------------------------
(In thousands, except per share data)
<S>                             <C>       <C>       <C>      <C>      <C>      <C>      <C>      <C>
Revenues:
 Software license fees          $  870    $  650    $ 3,194  $ 2,861  $ 2,661
$ 2,311  $ 1,662  $ 2,107
 Services and post-contract
  customer support               6,416     6,513      6,085    6,585    6,310
  5,179    5,278    5,123
 Hardware                        2,148     1,727      2,230    1,281      837
  1,329      881      235
-----------------------------------------------------------------------------
   Total revenues                9,434     8,890     11,509   10,727    9,808
  8,819    7,821    7,465

Operating expenses:
 Cost of software license fees     157        69        233      147      178
    187      128       32
 Cost of services and post-
  contract customer support      3,162     4,125      3,761    3,873    3,719
  3,695    3,446    3,724
 Cost of hardware                1,761     1,483      1,840    1,176      806
  1,064      680      208
 Product development             1,831     1,894      2,329    1,584    1,034
    814      866      698
 Sales and marketing             1,749     1,806      2,042    1,562    1,438
  1,184    1,447    1,424
 General and administrative      2,708     1,494      1,359    1,013    1,165
  1,047      848    1,118
 Restructuring and other charges     -     3,588          -        -        -
      -        -        -
-----------------------------------------------------------------------------
  Total operating expenses       11,368   14,459     11,564     9,355   8,340
  7,991    7,415    7,204
-----------------------------------------------------------------------------
Income (loss) from operations    (1,934)  (5,569)       (55)    1,372   1,468
    828      406      261
Other income, net                   200      128        164        81      88
     57       41       31
-----------------------------------------------------------------------------
Income (loss) before provision
 for income taxes                (1,734)  (5,441)       109     1,453   1,556
    885      447      292
Provision for income taxes            -        -          -         -     100
      -        -        -
-----------------------------------------------------------------------------
Net income (loss)               $(1,734)  $(5,441)  $   109  $  1,453 $ 1,456
$   885  $   447  $   292
-----------------------------------------------------------------------------
Net income (loss) per share
 Diluted                        $ (0.22)  $ (0.74)  $  0.01  $   0.19 $  0.19
$  0.12  $  0.06  $  0.04
Shares used in computing net
 income (loss) per share
 Diluted                          7,868     7,320     7,726     7,686   7,517
  7,377    7,426    6,988
-----------------------------------------------------------------------------

</TABLE>

The common stock is listed on the Nasdaq Stock Market(R) under
the symbol CLYS.  Since the initial public offering on November
16, 1995, the common stock has traded at a high of $21.625 per
share and a low of $2.125 per share.

As of March 6, 2000, there were 7,954,700 shares of the
Company's common stock outstanding held by 156 stockholders of
record and approximately 1,000 beneficial owners.

                  1999 Annual Report - Page 21


<PAGE>