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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________

FORM 10-K

MANATRON, INC.
(Exact Name of Registrant as Specified in Its Charter)

PART I

General

          Manatron, Inc. ("Manatron" or the "Company") originally was organized in 1969 as a partnership and later was incorporated in Michigan in 1972. Manatron initially provided in-house data processing services for local governmental units located in Michigan. Subsequently, the Company expanded its business into Indiana in 1972, into Illinois in 1975, and into Missouri in 1981. In 1982, Manatron's business was extended further to include advanced microcomputer-based "turn-key" data processing systems for governments. These "turn-key" data processing systems used both general purpose computer hardware produced by leading manufacturers and proprietary software developed or purchased by the Company.

          In 1990, Manatron acquired PC-based tax and vehicle registration software developed for use in Georgia from Charter Micro Applications, Inc., of Savannah, Georgia. Enhanced versions of this software still are being used by a number of customers in Georgia. In March of 1992, Manatron acquired by merger all of the outstanding stock of Specialized Data Systems, Inc. ("SDS"), a then 10-year old computer software company located in Greenville, North Carolina. SDS had installed its PC-based software (primarily fund accounting, payroll, property tax billing, and utility billing) in approximately 300 cities and 50 counties in the Southeastern United States. Today, the Company still is serving over 300 customers with enhanced versions of SDS software and with software products that Manatron and Sabre Systems and Service ("Sabre") and ProVal have developed.

          In July of 1993, Manatron acquired all of the outstanding stock of ATEK Information Services, Inc. ("ATEK"), a then 25-year old computer software company located in Canton, Ohio and Indianapolis, Indiana. Like Manatron, ATEK served local governments with a similar suite of products and services; however, ATEK's software primarily operated on Digital Equipment Corporation ("DEC") VAX or Alpha computers. ATEK, which had been Manatron's largest competitor in Indiana and Ohio before its acquisition, installed software in approximately 50 counties in Indiana and 20 counties in Ohio to perform various functions such as financial accounting, property tax billing, child support accounting, and court accounting. Today, 87 out of 92 counties in Indiana and 70 out of 88 counties in Ohio are utilizing enhanced versions of ATEK software in addition to the software products that Manatron, ProVal and Sabre have developed.

          In December of 1993, Manatron acquired substantially all of the assets of City Computer Solutions, Inc. ("CCS"), a small computer software company located in Birmingham, Alabama. CCS had marketed its software and services to 81 cities and counties in Alabama and other surrounding Southern states. CCS's software primarily operated on BTOS and UNIX based computers. Because of continued financial losses in this territory, Manatron sold CCS back to its original owner in January of 1998. As a result of a dealer agreement executed in connection with this sale, CCS' customers are still potential upgrade targets for new Manatron products and services.

          In May of 1994, Manatron acquired substantially all of the assets of Horizon Systems and Software, Inc. of Farmington Hills, Michigan ("Horizon"), a small computer software company which focused on the judicial information system services business. At the time of acquisition, Horizon had 18 customer sites in Eastern Michigan and Indiana. The Company has discontinued support of the Horizon software and few of these customers have elected to upgrade to Manatron's judicial information system.

          In November of 1994, Manatron acquired substantially all of the assets of the Ohio-based Real Estate Services Division from Moore Business Forms, Inc., known as Sabre, which had been another major competitor of the Company. At that time, Sabre was the second largest provider of mass appraisal services to local governments in the country with a strong presence in Indiana and Ohio, one of Manatron's major market areas. In addition to Indiana and Ohio, Sabre also had a presence in Connecticut, Massachusetts, New Hampshire, New York, Pennsylvania, Rhode Island, and more recently, South Carolina and Virginia. In addition, Sabre has developed property tax and appraisal software, which it markets along with property mapping services, hardware, and support services. Sabre's software primarily functions on DEC VAX or Alpha hardware, although recent developmental efforts have been focused on providing appraisal systems that function in a client server environment.

          In February of 1995, Manatron acquired substantially all of the assets of MSL Business Computers, Inc. of Harrisburg, Illinois ("MSL"), a small software company with approximately 10 county installations. MSL's software, which primarily consisted of fund accounting, payroll, taxes, and appraisal software, operated on International Business Machine Corporation ("IBM") System 36 and AS/400 computers. In addition to expanding the Company's presence in Southern Illinois, this acquisition provided Manatron with three additional employees and the opportunity to sell Manatron and Sabre software to this new base of customers.

          In June of 1999, Manatron acquired by merger all of the outstanding stock of ProVal Corporation ("ProVal"), a 26-year old computer software company with headquarters in Springfield, Ohio. ProVal had installed its PC-based software (primarily computer-assisted mass appraisal "CAMA," trademarked as ProVal®, and tax systems) in approximately 16 states and three Canadian provinces. Written in C++ code, ProVal® also is consistent with Manatron's focus on component-based software using MicroSoft's DCOM object technology and operates in a MicroSoft Windows NT client-server environment supporting multiple database engines (including Informix, MicroSoft SQL and Oracle). In addition to expanding the Company's presence in the Midwest (particularly Indiana), this acquisition provided Manatron with national recognition in the appraisal market.

          In March of 2000, the U.S. Bankruptcy Court, Northern District of Texas, approved Manatron's bid for selected assets and certain contracts of Dallas-based CPS Systems, Inc. Manatron successfully bid for the Florida, Texas, Colorado, Oklahoma and North Carolina property tax, appraisal and integrated voice response software source code, software support and licensing agreements and other related assets, i.e. contract deposits and accounts receivable at a public auction conducted by the Bankruptcy Trustee for CPS Systems. These operations have recurring revenues, on an annual basis, of approximately $2.3 million from approximately 60 customers, the majority of which are in Florida.

          As a result of all of these acquisitions, the Company has been focusing its efforts on upgrading its large customer base and consolidating the common software products into a single "Open Window" series of products that utilize emerging client/server standards, including MicroSoft Windows, relational databases, component-based standards such as MicroSoft DCOM, and that fully embrace the Internet. Currently, the Company serves over 1,700 customers in 38 states with concentration in the Midwest, Northeastern, and Southeastern regions of the United States, and three Canadian provinces.

          For financial information about segments, see note 13 to the consolidated financial statements, which is here incorporated by reference.

Products

          The Company designs, develops, markets, and supports a family of Web-based and client/server application software products for county, city, and municipal governments. The products support both back-office processes for government agencies as well as "virtual courthouse" needs and provide World Wide Web access to information for industry professionals and the public. The Company specializes in keeping its application software in compliance with the varying requirements of state statutes. A significant feature of the Company's software is that the applications are tied together, thus eliminating duplication of functions.

          The following is a general description of the features and functionality of the Company's major software product groups that it has developed or acquired. The Company anticipates providing additional capabilities as the products are enhanced. In connection with these anticipated enhancements, the Company is focused on combining similar products within each group, which originally were developed by the companies that Manatron acquired.

          GovernMax Division

          The GovernMax division provides subscription access applications to public information including property information, deed recording information, land records (mapping) and court information. Professionals and others with Internet access and a credit card can get access to current, formatted information relevant to their industry. The GovernMax applications are built on top of Microsoft's Internet Information Server for functionality and scalability. The Company has built a proprietary "template" that provides application "scale-out" and rapid application development features to shrink time-to-market for new products. Products include: PropretyMax, RecordsMax and CourtMax, each providing access to different types of information. The Company will continue to expand its GovernMax product line.

          The Company hosts these applications for many of its customers in a highly-redundant, scalable web farm. The web farms include audited/monitored Internet security, physical access security, triple redundant power backup and access to the Internet via three different Internet backbone providers for quick uptime and security for this valuable information.

          Manatron Visual Property (MVP)

          The Company is re-engineering its entire property suite of application into an "ERP" for the property industry. Using component-based development, object-oriented analysis and design and the unified modeling language (UML) for system documentation. MVP includes MVP Administration, MVP Tax, MVP CAMA, MVP MIRRS and MVP GIS. It is designed from the ground up to be a totally integrated property management application. Clients can use the entire suite or opt to purchase only specific modules which they will integrate with their existing systems. The MVP architecture is based on Microsoft's COM object standard, and is designed with inherent interoperability with other Microsoft Windows-based applications such as Microsoft Office. MVP Tax was initially deployed in beta in January 2000 and will be targeted as a national, tax billing and collections system. It includes the base MVP Administration module for managing properties and parties as well as installation parameters specific to the site. An effective-dating strategy removes the critical time-crunch processing found in most tax billing and collection systems. MVP is designed with database independence and has an n-tier architecture giving it broad scalability options and inherent Internet interoperability.

          Manatron Indexing, Recording, and Retrieval (MIRRS); MVP-MIRRS

          MVP MIRRS records information for numerous types of documents including deeds, mortgages, UCC financing statements, liens, vital records and military discharges. It is a national, highly flexible, extremely powerful application. It is operational in a variety of states and includes advanced features such as workflow automation, imaging and accounts receivable processing. It includes powerful public inquiry, remote access and faxing modules useful for abstracters and title companies.

          ProVal

          ProVal is a Microsoft Windows-based property appraisal software product. It features a highly productive, integrated sketch package and the extremely accurate ProValuation engine for calculating property values. It is designed to be simple enough for beginners with the advanced features that professionals demand. ProVal is one of the most widely-deployed computer-assisted mass appraisal (CAMA) software products available today. It's underlying C++ architecture and database independence allows ProVal to run efficiently in a variety of configurations.

          Tax Manager

          The CPS acquisition included a UNIX-based, COBOL Tax Manager application for Florida and Oklahoma. This product is a full-featured tax billing and collection application with a rich delinquent property tax feature set. (The Company continues to enhance this product for its installed base.) In addition, a Microsoft Windows-based, client/server version of the Tax Manager is under development as a replacement for the COBOL Tax Manager market. The Client/Server Tax Manager will support both the Microsoft SQL Server and Oracle database platforms. It will bring forward the functionality from the COBOL Tax Manager and add to it additional features now available via the graphical user interface and relational database.

          Legacy Products

          The Company maintains, supports and in some cases continues to market and enhance various "legacy" software applications. These products are mature and full-featured. They include, among others:

      •      Property appraisal
      •      Property tax billing and collections
      •      Deed recordings
      •      Land information systems (mapping)
      •      Building permits
      •      Fund-based financials
      •      Payroll
      •      Court accounting
      •      Court case management
      •      Jury management
      •      Child support & enforcement
      •      Voter registration
      •      Utility billing

These products use a variety of technologies such as COBOL, BASIC, DIBOL, Clipper and FoxPro. They run on many different hardware and operating system platforms including Microsoft Windows networks,

VMS and Unix. The Company's main focus with these legacy products is to keep them in compliance with legislation and to continue to offer additional features as needed by the clients.

          Financial Management

          The Company has developed a comprehensive fund accounting system consisting of subsystems such as general ledger, accounts payable, accounts receivable, cost allocation, receipt processing, purchase order, cash information management, payroll, human resources, inventory control, fixed assets, equipment and vehicle maintenance, and report writer. The system, which meets established national accounting standards, offers double or single entry and features a flexible user defined account number structure and chart of accounts.

          Utility Billing

          The Company has developed utility billing software, which encompasses an integrated system from engineering through meter reading, billing, and accounting. The system accommodates water, sewer, gas, electric, garbage collection, and other related services. Utility billing also allows for an unlimited number of services per customer and can accommodate complicated electric rate tables. This software also supports hand-held reading devices, peak-to-peak billing, budget billing, and demand meters. The system can be used by small rural districts, which tend to bill few services, as well as larger municipal customers that bill many types of services.

          Judicial Information

          The Company has developed flexible and user definable judicial information systems which are available for all levels of government and consist of the following modules: (i) Case Management; (ii) Court Accounting; (iii) Prosecution Management; (iv) Probation Tracking; (v) Jury Management; (vi) Child Support; and (vii) Voter Registration. In addition, the Company has added the capability of searching court dates through the Internet. The Case Management module encompasses civil, criminal, traffic fine, and court docket functions. The Court Accounting module tracks all fines, court costs, and bonds in addition to providing necessary reports to a governmental unit. The Prosecution Tracking module is a management record keeping and financial module for prosecutors in trial courts. The Probation Tracking module is a case tracking, record keeping, and financial system for probation departments. The Jury Management module facilitates the selection of jurors as well as payments to jurors for jury duty. The Child Support module provides for a complete financial accounting of divorce, paternity, and alimony cases, including Title IV-D reporting. The Voter Registration module oversees the legal record keeping requirements, jury selection, and maintenance of an unlimited voting history and can be integrated with imaging, which facilitates the storage of signatures. Each module can be used alone or can be interfaced with the other modules to produce a complete and thorough court management system.

          Land Information; MVP-GIS

          The Company's land information system allows governmental agencies to create and maintain their own electronic maps, which replace time consuming manual maps. Overlay maps can be plotted in a matter of minutes incorporating, for example, property ownership, zoning, and land use, either individually or collectively. Data from a variety of sources, including aerial photographs, census files, and detailed soil surveys, is utilized with information from existing manual maps that are computerized by a digitizer. In addition, textual and graphic data can be displayed and analyzed. The textual data may be resident on the host or remote computers with connections made through interactive record level or file transfer. Although the Company historically has developed and maintained its own land information

system, it is now a reseller of Environmental Systems Research Institute's land information systems known as ARC View and ARC/INFO GIS.

          Many of the software packages described above can be used in conjunction with software enhancement options, such as the use of a laser pen to decipher bar coding for efficient storage and retrieval of information. In addition, laser printing and CD-ROM storage services are provided by the Company and through alliances with other companies.

          Laser printing and CD-ROM services reduce the amount of paper needed to store documents and, accordingly, save storage space. Laser printing produces copies that look like originals because data is printed electronically from magnetic computer tape onto paper, which results in improved print quality, and offers the option of multiple fonts and graphics. Through the use of laser printing and CD-ROM storage, Manatron's customers are able to keep historical data in a user's department, which permits retrieval and printing, often within seconds of command.

Services

          In connection with the installation of its "turn-key" systems, the Company provides ongoing hardware integration and maintenance, software support, training, and other customer services through regional offices described under the caption "Properties" below. The Company has established a regional office in each state where it has a significant nucleus of customers to respond to its customers' needs. Each regional office includes customer service personnel who are able to assist with the installation of the Company's "turn-key" systems and provide technical support on site before and after installation. In addition, Company personnel respond on a daily basis to customer telephone inquiries regarding the use of Manatron systems. A number of regional offices also are staffed with employees who are trained to identify and respond to customers' hardware and other technical problems.

          Through its Sabre appraisal division, Manatron provides mass revaluation appraisal services to local governments. The real estate services are a natural product extension for the Company, as many Manatron "turn-key" systems customers also contract periodically for mass appraisal services. Sabre is one of the largest vendors of mass appraisal services in the United States. A typical mass appraisal engagement is performed under a fixed-price contract over an 18 to 24 month time frame. Using the technology of its appraisal software products, Sabre has developed a flexible methodology for appraisal delivery, which enables Sabre to service jurisdictions of any size and accommodate the specific requirements of an individual client. Through physical inspection, computer analysis, and sound judgment of professional appraisers, Sabre assesses a value to each parcel of property in a jurisdiction. Sabre supports these values on behalf of the jurisdiction through the hearings process and finalizes the tax rolls to enable the jurisdiction to create tax bills.

          In April of 1998, the Company received a contract to reappraise every property in Allegheny County (Pittsburgh), Pennsylvania over the next two and a half years. The contract was valued at approximately $24 million, making it the largest ever for the Company and one of the largest for the assessment services industry. Under the terms of the agreement, the Company's appraisal division (Sabre) originally was contracted to locate and appraise approximately 600,000 parcels of residential, agricultural, commercial, industrial, and exempt properties and install its CAMA system to maintain and access the information. The Company also will assist in supporting these new appraised values to the public through a hearing process. As of April 30, 2000, the Company has completed approximately 79% of this project.

          The Company also provides services for governments at its Illinois, Michigan, and Ohio facilities, such as the creation of digital maps, and preparation and/or printing of property tax bills.

Marketing and Sales

          The Company primarily markets its products through its regional offices in Georgia, Florida, Texas, Illinois, Indiana, Michigan, Missouri, North Carolina, Ohio, and Rhode Island. Manatron plans the opening of each new office based on a review of marketing opportunities and financial analysis within a particular region. The Company also markets its products through nonexclusive dealer arrangements.

          The Company's sales and marketing personnel approach various governments with Manatron-specific solutions to their data processing and property valuation needs and also respond to governments' proposal requests. The Company's customer service personnel also assist with product demonstrations in connection with these sales efforts.

          Manatron's marketing efforts involve, among other things, internal and external communications, developing and distributing product brochures and bimonthly newsletters, direct mailings, customer satisfaction surveys, telemarketing, attending conventions and conferences, forming user groups for the purpose of determining customer needs and expectations, conducting seminars for the purpose of demonstrating products and services, and advertising in trade journals.

          The Company is also a value-added reseller for a number of leading hardware manufacturers such as DEC, IBM, and Unisys. In turn, the sales forces of these manufacturers often work closely with the Company's sales and marketing personnel in an effort to promote sales of the Company's services and products in conjunction with sales of the hardware.

Customer Base

          The Company's customers are primarily city, township, and county governments. The Company's sales are highly dependent on city, township, and county governments' demand for its products and services. Although the Company does not believe that the loss of any single customer, other than the April 1998 contract with Allegheny County (Pittsburgh), Pennsylvania, would have a materially adverse effect on the Company, a material decline in the Company's sales to various governments could have such an effect.

Competition

          Competition for the Company's data processing systems, related services, and mass appraisal services is intense. The Company competes primarily on the basis of name recognition, financial stability, range of products, and reputation for providing good customer service.

          The Company's major competitors for client-server and Inter/Intranet related systems and services are generally small local software and service firms, which often are able to offer less expensive solutions or to develop long-term relationships with key governmental officials. Generally, these smaller firms can sell hardware and services at reduced amounts because of their small amount of overhead. The Company also competes with national software developers such as Business Records and Systems, Tyler Technologies, Inc., and Computer Technologies, which have greater financial, technical, and human resources than the Company. The manufacturers of the computer hardware distributed by the Company may begin to expand the marketing of their applications software to compete with the Company. The Company could be adversely affected if a large computer manufacturer associates itself solely with a third-party software supplier and targets the local government data processing market, or if any large property services or database company acquires, merges, or associates itself with a competing firm.

          Furthermore, applications software also is developed periodically by or for public agencies for use by governments. If the funding and distribution of governmentally developed or funded software becomes more widespread, such products could compete with the Company's products.

          Competition in mass appraisal services comes from a number of small local firms and only one other national firm, Cole Layer and Trumble of Dayton, Ohio, a division of Tyler Technologies, Inc. Small local firms often can offer less expensive mass appraisal services and products than the Company or can develop long-term relationships with key governmental officials.

          Although state and local governments traditionally have lagged behind both the federal government and the private sector in computer automation, the application of microcomputer and personal computer technology to local governmental units recently has been subject to rapid development and change. The ability of the Company to develop new applications software programs utilizing modern technology is critical to its ability to compete successfully. Manatron reviews and updates its software programs to meet the needs of its customers and to ensure that the programs can be utilized on newer models of personal computers, minicomputers, and UNIX computers.

          The most significant barriers to entry into the Company's market are time, expense, expertise, and personnel needed to develop software. As software development and the sale of mass appraisal services are not highly capital intensive, barriers to entry into these industries are comparatively low. In addition, since software products have a relatively low manufacturing cost, increased price competition may be expected in the future.

Research and Development

          Manatron's success depends on its ability to respond quickly to changing technology, market demands, and the needs of its customers. Manatron emphasizes research and development and commits significant resources to support and further its role as a leader in the markets it serves. The Company's research and development expenditures relate primarily to computer software development costs. Systems programming and support expenses were approximately $4.1 million, $3.7 million, and $3.3 million for the fiscal years ended April 30, 2000, 1999, and 1998, respectively. Certain of these software development costs are capitalized in accordance with Statement of Financial Accounting Standards No. 86, "Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed" as described in the Notes to Consolidated Financial Statements contained in this Form 10-K.

          In fiscal 2000, the Company continued a major retooling effort for its product development. The Company's product development methodology, a component-based architecture based upon industry standards such as Microsoft Component Object Model (COM), is expected to reduce software development costs and support costs while resulting in "best-in-class" products. The Company's new product designs are fully documented in the Unified Modeling Language in order to record and retain the intellectual property contained in the software. The component-based architecture will allow the Company's customers to integrate its products with other tools such as word processors, spreadsheets, and GIS (mapping) applications specifically due to the Company's adherence to industry standards.

          During fiscal 2000, the Company continued its focus on building industry-leading products based on component-based technology. The Company released version 3 of its GovernMax product suite in the spring of 2000, with the first customer signed on May 17 (Jefferson County, Kentucky). This version includes support for a subscription model, which provides enhanced security and e-commerce capabilities, enhanced functionality and multi-lingual support (up to five languages). In addition, the GovernMax division will begin the process of offering its upgraded product, which will allow for

collection of taxes over the internet. The GovernMax division currently has 36 clients in seven states, of which they host data for 18 of these customers, with over 3,000,000 parcels.

          Through the conjunction of effort between ProVal and SMDA 2000 development teams, the Company has continued the development of a new component-based CAMA product. These efforts will result in a completely integrated property management system, Manatron visual property, comprised of property tax, appraisal, recording/indexing, and other modules. Finally, the Company completed the year 2000 coding for its legacy products in 1999.

Suppliers

          The Company generally maintains a minimum of three alternate suppliers. All computers, peripherals, disks, printers, plotters, digitizers, operating system software, office automation software, and other equipment required by the Company presently are available from at least three sources. Hardware is purchased on original equipment manufacturer or distributor terms at discounts from retail. The Company has not experienced any significant supply problems.

Backlog

          At April 30, 2000, the Company's backlog of orders for hardware, software, and services (including mass real estate appraisal) was approximately $26.1 million, compared with approximately $34.2 million at April 30, 1999. Backlog for the Company's software and services business can fluctuate significantly from quarter to quarter primarily because of the seasonality of government ordering patterns. Accordingly, a comparison of backlog from quarter to quarter is not necessarily instructive and may not be indicative of eventual actual shipments.

Patents and Trademarks

          The Company currently does not have patent protection for its products or services. While Manatron in the future may apply for a patent or patents to protect its rights to certain software and related products, no assurance can be given that such patents would be granted. The Company treats certain proprietary materials as trade secrets and employs and will continue to employ procedures, techniques, and contractual arrangements to help protect such confidential matters.

          Management may seek to obtain copyright registration of its software programs. However, these copyrights, if applied for and granted, would provide only limited practical protection against duplication of the media embodying the programs and related user manuals. The Company has registered certain of its trade names, and may apply for registration of additional trade names and trademarks at appropriate times in the future. No assurance can be given that the applications for such registration will be granted.

          The Company incorporates programming on software disks to make unauthorized duplication of the software more difficult.

Employees

          As of July 1, 2000, the Company had 465 full-time employees, 162 duration employees, 32 temporary employees, and 9 part-time employees. For assistance on specific mass appraisal projects, the Company hires duration and temporary employees, whose employment generally lasts for the duration of a project. Duration and temporary employees generally do not receive the same benefits as regular full-time employees.

          The majority of the Company's employees are not represented by a labor union. There are, however, approximately 20 employees working on the Allegheny County project who are represented by the Service Employers International Union, AFL-CIO. No work stoppages have been experienced and management presently considers its relations with employees to be positive.

          An approximate breakdown of the Company's employees is as follows:

Item 2.                    Properties.

          The principal executive and administration offices are located in a building owned by Manatron in Portage, Michigan, which consists of approximately 25,000 square feet. The Company also rents office and/or warehouse space in Georgia, Illinois, Indiana, Michigan, Missouri, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, and South Carolina. Rental payments for the Company's leased office and warehouse space for the fiscal year ended April 30, 2000, totaled to approximately $849,000.

          Management considers all of its offices to be well maintained, in good operating condition, and suitable and adequate for their intended purposes.

Item 3.                     Legal Proceedings.

          The Company is not a party to any pending legal proceedings other than routine litigation incidental to its business. In the opinion of management, the outcome of any litigation currently pending will not materially affect the Company's financial condition or results of operations.

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

          No matter was submitted during the fourth quarter of the fiscal year covered by this Annual Report to a vote of security holders, through the solicitation of proxies or otherwise.

Supplemental Item. Executive Officers of the Registrant.

          Executive officers of the Company are elected by the Board of Directors at its organizational meeting following the annual meeting of shareholders and serve until their successors are elected and qualified.

          The following information includes the names and ages of the executive officers of the Company who are not directors as of the date of this Annual Report on Form 10-K, the officers' present position with the Company, and the business experience of the officers during the past five years.

          J. Wayne Moore (age 59) joined the Company in 1999 when the Company acquired ProVal Corporation. Mr. Moore was President of ProVal Corporation before its acquisition and was named

President of Manatron ProVal Corporation, the Company's new appraisal software products subsidiary. Mr. Moore has 27 years experience developing computer assisted mass appraisal systems. Mr. Moore is chief architect and designer of the trademarked ProVal® software system.

          Daniel P. Muthard (age 51) joined the Company in 1994 when the Company acquired Sabre. Mr. Muthard was Vice President of the Company's appraisal operations until June of 1998, at which time he was named President of the Appraisal Division following the death of Melvin J. Trumble, the Company's previous leader of the Appraisal Division.

          James W. Sanderbeck (age 50) joined the Company in 1993 when the Company acquired ATEK. Mr. Sanderbeck was President of ATEK before its acquisition by the Company and from 1993 to 1996, Mr. Sanderbeck was involved in sales management. In April of 1996, Mr. Sanderbeck was named Chief Operating Officer of the Company and is primarily responsible for overseeing the national sales and delivery of services to the Company's customers through its regional offices.

          Early L. Stephens (age 37) joined the Company in 1986 and worked as a programmer/analyst. From 1988 until June 1996, Mr. Stephens was Project Manager-Management Information Systems at Western Michigan University and was responsible for the implementation of client server applications in LAN environments. In June 1996, Mr. Stephens returned to the Company and was named Chief Technology Officer and is responsible for software product development, establishment of technology standards for the Company's products and services, and development of strategic plans.

          Joseph Zalewski (age 42), a Certified Management Accountant, joined the Company in October 1998 and serves as Vice President-Finance and Chief Financial Officer. Before joining the Company, from August 1997 until October 1998, Mr. Zalewski operated as an Independent Consultant specializing in small business and distressed firms management. From July 1994 until August 1997, Mr. Zalewski was employed by Montgomery Financial Management ("MFM") of San Mateo, California most recently as Managing Director of MFM's Lansing, Michigan office. From March 1991 until July 1994, Mr. Zalewski served as President, Chief Operating Officer and Chief Financial Officer of Redlake Corporation in Morgan Hill, California.

PART II

Item 5.                    Market for Registrant's Common Equity and Related Shareholder Matters.

          Manatron's Common Stock is traded over-the-counter and is regularly quoted on The Nasdaq SmallCap Market under the symbol "MANA."

          The following table shows the range of high and low bid information reported by The Nasdaq SmallCap Market for the years ended April 30, 2000 and 1999:

          These over-the-counter market quotations reflect inter-dealer prices, without retail markup, markdown or commissions, and may not necessarily represent actual transactions.

          The Company historically has not paid cash dividends. The Company has, however, paid 5% stock dividends in 1992, 1993, and 1994. The Company currently does not anticipate paying cash dividends on its Common Stock in the foreseeable future, but instead intends to retain earnings, if any, for the operation and expansion of the Company's business.

          As of July 1, 2000, the Company's Common Stock was held by approximately 1,300 shareholders, 263 of which were record holders.

Item 6.                    Selected Financial Data.

          The following table sets forth selected financial data of the Company for the periods indicated and has been derived from and should be read in connection with the Company's Consolidated Financial Statements, the related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" appearing elsewhere in this Form 10-K. The annual income statement and balance sheet data set forth below for the years 1996 through 2000 have been derived from the Consolidated Financial Statements of the Company.

Five-Year Operating and Financial Summary
Years Ended April 30,

          The following section provides a narrative discussion about Manatron's financial condition and results of operations. The comments that follow should be read in conjunction with the Company's Consolidated Financial Statements and related notes thereto appearing elsewhere in this Annual Report on Form 10-K.

Results of Operations: Fiscal Year 2000 Compared to Fiscal Year 1999

          Net revenues of $10,848,579 for the three months ended April 30, 2000 were comparable to the $10,890,655 of net revenues that were reported for the fourth quarter in the prior fiscal year. Annual net revenues of $43,645,377 for fiscal 2000 are 16.2% higher than the $37,549,264 of net revenues that were reported for the prior fiscal year. These amounts include revenues from computer hardware and software

shipments, sales of computer forms and supplies, and various related services such as mass real estate appraisal, software support, training, hardware maintenance, and forms processing and printing.

          In general, the net revenue increase for the year is primarily due to the execution of major appraisal service contracts, increased software and service sales as a result of year 2000 compliance and sales of new software products including ProVal, MVP Tax, MVP MIRRS, and GovernMax. Specifically, appraisal service revenues have increased by 11% over the prior year primarily because of revenues received from the revaluation contracts signed with Allegheny County (Pittsburgh), Pennsylvania, Dauphin County (Harrisburg), Pennsylvania, and Hamilton County (Cincinnati), Ohio. These contracts which totaled approximately $33.5 million had a major impact on the financial results for fiscal 2000. As of April 30, 2000, approximately $26.7 million has been recognized as revenue on these projects. As of April 30, 2000 the Company's backlog for appraisal services was approximately $14.9 million compared to $23.2 million at April 30, 1999.

          The Company has reserved 100% of retainage revenue related to the Allegheny County appraisal project and 15% of the retainage revenue on all other appraisal service projects due to the high degree of judgment involved in estimating the percentage of completion on these projects and the uncertainty regarding their ultimate realizability.

          The Company expects to maintain a 100% reserve against the retainage revenue on the Allegheny County project in future periods until such time as the uncertainty surrounding the realizability of the retainage revenue is resolved. With the Allegheny County project over 79% complete, the Company expects to determine the ultimate outcome of this uncertainty during fiscal 2001 as the work on the project becomes substantially complete. As of April 30, 2000 and 1999, the total reserve against retainage revenue under all appraisal service project (including Allegheny County) was $1,992,093 and $933,000, respectively. As of April 30, 2000 and 1999, the total reserve against retainage revenue under the Allegheny County project was $1,854,394 and $765,767, respectively.

          Revenues from hardware, Company software, software support, hardware maintenance, third party software, and supply sales have increased by 20% over the prior year primarily because of additional upgrades by existing and new customers in the Midwest. This increase in revenue can be partially attributed to year 2000 product upgrades, additional revenue contributed by ProVal, which was acquired at the end of May, 1999, and the introduction of new software to the Company's customer base. Specifically, the Company has begun to recognize revenues on its $2.8 million contract that was signed in October of 1998 with Lake County, Indiana for the Company's new MVP-Tax product.

          Cost of revenues for the three months ended April 30, 2000 decreased 2% to $7,093,056 compared to $7,233,964 for the fourth quarter in the prior fiscal year. Annual cost of revenues increased by 18.4% from $24,544,122 in the prior fiscal year to $29,058,922 for the year ended, April 30, 2000. These increases are primarily due to the improvement in net revenues noted above. The prior fiscal year gross margins were approximately 34% for the fourth quarter and 35% for the year while the current fiscal year margins are 35% and 33%, respectively. These margin fluctuations are usually due to changes in the mix of revenues. Margins on hardware, third party software, and services typically are lower than the margins on licenses of Company software and appraisal services.

          Selling, general, and administrative expenses have increased by 4.4% to $3,342,500 for the three months ended April 30, 2000 compared to $3,202,386 for the fourth quarter in the prior fiscal year. Annual selling, general, and administrative expenses have increased 6.4% from $11,753,302 in fiscal 1999 to $12,506,825 in fiscal 2000. These increases are primarily due to annual salary adjustments,

additional software development, rollout of the Company's new software products, year 2000 compliance work and increased corporate marketing efforts.

          As a result of the factors noted above, the Company reported operating income of $413,023 for the three months ended and $2,079,630 for the year ended April 30, 2000. This reflects significant improvement over the comparable prior year operating income of $1,251,840 for the year ended April 30, 1999.

          Interest expense has decreased from $50,199 in fiscal 1999 to $41,712 in fiscal 2000 because the Company paid off its deferred compensation agreement with a prior officer of the Company, which was partially offset by increased borrowings on its line of credit during the second half of fiscal 2000.

          The Company's provision for federal income taxes generally fluctuates with the level of pretax income. In addition, the effective tax rate generally is impacted because of non-deductible goodwill amortization related to the Company's acquisitions of ProVal, CPS, ATEK and SDS. The Company has recorded a provision for federal taxes for the year ended April 30, 2000 of $740,000. This includes an offset for the remaining utilization of a $219,000 valuation allowance carryover from prior year. As more fully described in note 4 to the consolidated financial statements, the Company did not record a provision for federal income taxes for the year ended April 30, 1999 as the provision was fully offset by a portion of the valuation allowance. The increase in the current year provision is a result of increased profitability levels as well as the complete utilization of the valuation allowance.

          As a result of the factors noted above, the Company reported net income of $322,800 or $.09 per share for the three months ended and $1,603,845 or $.45 per share for the year ended April 30, 2000, compared to net income of $504,368 or $.16 per share and $1,304,570 or $.41 per share for the comparable periods in the prior fiscal year. All per share amounts are diluted. This equates to an improvement over the prior year of 22.9% on a comparable fiscal year basis. The quarter ended April 30, 2000 showed a decrease of approximately 36% or $181,568, from the same period in fiscal 1999 primarily due to $240,000 of federal tax expense for the fourth quarter in fiscal 2000 compared to no required provision in the fourth quarter of fiscal 1999. Weighted average shares outstanding have increased primarily because of employee stock option exercises and the issuance of 300,000 shares for the acquisition of ProVal Corporation.

Results of Operations: Fiscal Year 1999 Compared to Fiscal Year 1998

          Net revenues of $10,890,655 for the three months ended April 30, 1999 increased by 64% compared to the $6,647,412 of net revenues that were reported for the fourth quarter in fiscal year 1998. Annual net revenues of $37,549,264 for fiscal 1999 were 51% higher than the $24,791,881 of net revenues that were reported for fiscal year 1998. These amounts include revenues from computer hardware and software shipments, sales of computer forms and supplies, and various related services such as mass real estate appraisal, software support, training, hardware maintenance, and forms processing and printing.

          In general, the net revenue increase was primarily due to the execution of major appraisal service contracts and increased software and hardware sales as a result of year 2000 compliance. Specifically, service revenues increased by 51% over fiscal year 1998 primarily because of revenues received from the revaluation contracts signed with Allegheny County (Pittsburgh), Pennsylvania, Dauphin County (Harrisburg), Pennsylvania, and Hamilton County (Cincinnati), Ohio. These contracts which totaled approximately $33.5 million had a major impact on the financial results for fiscal 1999 and continued to do so in fiscal 2000. At April 30, 1999, approximately $14 million had been recognized as revenue on

these projects. The Company's backlog for appraisal services at April 30, 1999 was approximately $23.2 million compared to $31.8 million at April 30, 1998.

          Revenues from hardware, Company software, third party software, and supply sales increased by 53% over the prior year primarily because of additional upgrades by existing and new customers in the Midwest. Many of the orders were a result of year 2000 upgrades. These increases also were due to the tax accounting and Internet contract that was signed with Franklin County, Ohio in the fall of 1998 as well as the recognition of revenue on approximately six other counties that purchased the Company's Internet (MVP-Connect) product. Finally, the Company completed a special project for the Ohio Office of Criminal Justice Services to provide hardware and software for electronic reporting of criminal dispositions in 50 of its sites in Ohio.

          Cost of revenues for the three months ended April 30, 1999 increased 83% to $7,233,964 compared to $3,942,741 for the fourth quarter in the fiscal year 1998. Annual cost of revenues increased by 60% from $15,318,807 in the fiscal year 1998 to $24,544,122 for the year ended April 30, 1999. These increases were primarily due to the improvement in net revenues noted above. The fiscal year 1998 gross margins were approximately 41% for the fourth quarter and 38% for the year, while the fiscal year 1999 margins were 34% and 35%, respectively. These margin fluctuations are due to changes in the mix of revenues. For example, margins on hardware, third party software, and services typically are lower than the margins on licenses of Company software.

          Selling, general, and administrative expenses increased by 25% to $3,202,386 for the three months ended April 30, 1999 compared to $2,570,569 for the fourth quarter in fiscal year 1998. Annual selling, general, and administrative expenses increased 30% from $9,070,234 in fiscal 1998 to $11,753,302 in fiscal 1999. These increases were primarily due to annual salary adjustments and additional software development staff needed for ongoing development and the rollout of the Company's new software products in conjunction with year 2000 compliance work.

          As a result of the factors noted above, the Company reported operating income of $454,305 for the three months ended, and $1,251,840 for the year ended, April 30, 1999. This reflected significant improvement over the comparable prior year operating income of $134,102 for the three months ended, and $402,840 for the year ended, April 30, 1998.

          Interest expense decreased from $140,794 in fiscal 1998 to $50,199 in fiscal 1999 because the Company reduced its average outstanding debt by approximately $1 million. At April 30, 1999 the Company had no outstanding balance on its $3 million line of credit.

          The Company's provision for federal income taxes generally fluctuates with the level of pretax income. In addition, the effective tax rate generally is impacted because of non-deductible goodwill amortization related to the Company's acquisitions of ATEK and SDS. However, as more fully described in the notes to consolidated financial statements, the Company did not record a provision for federal income taxes for the year ended April 30, 1999 because a portion of its valuation allowance had been utilized as an offset.

          As a result of the factors noted above, the Company reported net income of $504,368 or $.16 per share for the three months ended and $1,304,570 or $.41 per share for the year ended April 30, 1999, compared to net income of $137,862 or $.05 per share and $313,771 or $.11 per share for the comparable periods in the prior fiscal year. All per share amounts are diluted. This equated to an improvement over the prior year of 266% for the comparable quarter and 316% for the comparable fiscal year. Weighted average shares outstanding increased primarily because the Company issued restricted stock to a number of technical employees and because a number of other employees exercised stock options.

Quarterly Results

          The following table sets forth selected unaudited quarterly financial data for the eight quarters in the period ended April 30, 2000:

(1)          Third quarter amounts restated to reflect reclassification of certain expenses to conform with all other periods presented.

Financial Condition and Liquidity

          Working capital of $1,158,596 at April 30, 2000 has decreased compared to $1,977,406 at April 30, 1999. These levels reflect current ratios of 1.08 and 1.12, respectively. The decrease in working capital is due primarily to a decrease in cash resulting from the internal funding of the acquisition of ProVal and certain assets of CPS Systems, in addition to the purchase of a new corporate office for approximately $1.4 million.

          Shareholders' equity at April 30, 2000 increased by $4,671,922 to $11,455,767 from the balance reported at April 30, 1999, primarily due to $1,603,845 of net income, $850,218 of employee stock purchases and the tax benefit from the related stock option exercises, $1,944,000 for the issuance of stock in relation to the acquition of ProVal Corporation, and $323,678 of deferred compensation expense that occurred during the twelve months ended April 30, 2000. As a result, book value per share has increased to $3.26 as of April 30, 2000 from $2.28 at April 30, 1999.

          The nature of the Company's business is generally not property or equipment intensive. Net capital expenditures however, which were