UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the quarterly period ended March 31, 2015



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

For the transition period from to

Commission File Number 333-178959

Epicor Software Corporation

(Exact name of registrant as specified in its charter)



Delaware		45-1478440
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

804 Las Cimas Parkway Austin, TX		78746
(Address of principal executive offices)		(Zip Code)

(512) 328-2300

(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 o No Q As a voluntary filer, not subject to the filing requirements, the registrant 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.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No Q As a voluntary filer, the registrant is not required to submit Interactive Data Files pursuant to Rule 405 of Regulation S-T. The registrant has submitted all Interactive Data Files that would be required under Rule 405 of Regulation S-T for the preceding 12 months.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large Accelerated Filer	o	Accelerated Filer	¨

Non-Accelerated Filer	x	Smaller Reporting Company	¨

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

As of May 11, 2015, we had 100 shares of common stock, no par value, outstanding.

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EPICOR SOFTWARE CORPORATION

REPORT ON FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2015

INDEX



	Page

Note Regarding Forward-Looking Statements	2

PART I — FINANCIAL INFORMATION	3

Item 1. Financial Statements (Unaudited)	3

Condensed Consolidated Balance Sheets as of March 31, 2015 and September 30, 2014	3

Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended March 31, 2015 and 2014	4

Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2015 and 2014	5

Notes to Condensed Consolidated Financial Statements	6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	35

Item 3. Quantitative and Qualitative Disclosures About Market Risk	59

Item 4. Controls and Procedures	60

PART II — OTHER INFORMATION	62

Item 1. Legal Proceedings	62

Item 1A. Risk Factors	62

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	62

Item 6. Exhibits	62

SIGNATURES	63

Exhibits Index	64

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NOTE REGARDING FORWARD-LOOKING STATEMENTS

For purposes of this Quarterly Report on Form 10-Q ("Report"), the terms "we", "our", "us", "Epicor" and the "Company" refer to Epicor Software Corporation and its consolidated subsidiaries. This Report contains forward-looking statements that set forth anticipated results based on management’s plans and assumptions. Such forward-looking statements involve substantial risks and uncertainties. These statements often include words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “seek”, “will”, “may”, or similar expressions. These statements include, among other things, statements regarding:


•	the economy, IT and software spending and our markets and technology, including Software as a Service and cloud offerings;


•	our strategy and ability to compete in our markets;


•	our results of operations, including the financial performance of acquired companies, products, services and technologies on a combined and stand-alone basis;


•	our ability to generate additional revenues from our current customer base;


•	the impact of new accounting pronouncements, legal or regulatory requirements;


•	our acquisitions, including statements regarding financial performance, products, and strategies;


•	our credit agreement and senior note indenture, our ability to comply with the covenants therein, and the terms of any future credit or debt agreements;


•	the impact of our parent company's PIK Toggle Notes, and our related dividend payments to our parent company, on our liquidity;


•	the life of our assets, including amortization schedules;


•	our sources of liquidity, cash flow from operations and borrowings;


•	our financing sources and their sufficiency;


•	our expected capital expenditures;


•	our legal proceedings;


•	our forward or other hedging contracts and practices; and


•	our tax expense and tax rate.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described under "Part I, Item 1A - Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended September 30, 2014 as well as elsewhere herein and in our other filings with the Securities and Exchange Commission. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Report to conform these statements to actual results or to changes in our expectations, except as required by applicable law.

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PART I — FINANCIAL INFORMATION

Item 1 — Financial Statements

EPICOR SOFTWARE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)



(in thousands, except share data)	March 31, 2015			September 30, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	133,189		$	130,359
Accounts receivable, net of allowances of $9,270 and $10,152 at March 31, 2015 and September 30, 2014, respectively	119,579			127,772
Inventories, net	3,827			4,188
Deferred tax assets	23,964			6,616
Income tax receivable	—			7,604
Prepaid expenses and other current assets	33,621			33,325
Total current assets	314,180			309,864
Property and equipment, net	46,892			49,476
Intangible assets, net	543,262			595,105
Goodwill	1,300,070			1,288,028
Deferred financing costs	20,826			23,607
Other assets	15,234			18,516
Total assets	$	2,240,464		$	2,284,596
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Accounts payable	$	25,796		$	27,978
Payroll related accruals	42,690			50,984
Deferred revenue	163,735			154,800
Current portion of long-term debt	200			5,200
Accrued interest payable	16,711			16,711
Accrued expenses and other current liabilities	52,646			51,106
Total current liabilities	301,778			306,779
Long-term debt, net of unamortized discount of $5,063 and $5,823 at March 31, 2015 and September 30, 2014, respectively	1,273,487			1,272,727
Deferred income tax liabilities	204,421			207,983
Loan from affiliate	1,346			1,346
Other liabilities	41,104			37,872
Total liabilities	1,822,136			1,826,707
Commitments and contingencies (Note 12)
Stockholder’s equity:
Common stock; No par value; 1,000 shares authorized; 100 shares issued and outstanding at March 31, 2015 and September 30, 2014. Net of dividends (Note 4)	592,500			610,500
Additional paid-in capital	22,787			20,100
Accumulated deficit	(159,669		)	(149,838		)
Accumulated other comprehensive loss (Note 13)	(37,290		)	(22,873		)
Total stockholder’s equity	418,328			457,889
Total liabilities and stockholder’s equity	$	2,240,464		$	2,284,596

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

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EPICOR SOFTWARE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)



	Three Months Ended						Six Months Ended
(in thousands)	March 31, 2015			March 31, 2014			March 31, 2015			March 31, 2014
				(Restated)						(Restated)
Revenues:
Software and software related services:
Software license	$	30,993		$	32,288		$	64,136		$	69,692
Software and cloud subscriptions	24,535			21,340			47,953			42,620
Software support	107,544			107,583			216,438			213,941
Total software and software related services	163,072			161,211			328,527			326,253
Professional services	58,726			59,288			117,387			115,592
Hardware and other	19,984			22,254			39,761			45,918
Total revenues	241,782			242,753			485,675			487,763
Operating expenses:
Cost of software and software related services revenues¹ (Note 1)	35,183			36,132			73,011			73,037
Cost of professional services revenues¹	43,975			45,518			88,770			89,930
Cost of hardware and other revenues¹	15,075			16,317			29,866			34,616
Sales and marketing	39,096			40,388			81,283			83,440
Product development	24,375			26,721			49,150			54,492
General and administrative	18,082			15,464			37,550			37,385
Depreciation and amortization	43,144			42,167			86,122			83,024
Acquisition-related costs	2,125			2,064			4,552			3,968
Restructuring costs	4,012			1,497			9,372			1,612
Total operating expenses	225,067			226,268			459,676			461,504
Operating income	16,715			16,485			25,999			26,259
Interest expense	(20,789		)	(21,632		)	(42,108		)	(44,417		)
Other expense, net	(2,044		)	(1,276		)	(1,762		)	(247		)
Loss before income taxes	(6,118		)	(6,423		)	(17,871		)	(18,405		)
Income tax expense (benefit)	(2,612		)	(1,705		)	(8,040		)	956
Net loss	$	(3,506	)	$	(4,718	)	$	(9,831	)	$	(19,361	)
Comprehensive loss:
Net loss	$	(3,506	)	$	(4,718	)	$	(9,831	)	$	(19,361	)
Other comprehensive loss (Note 13):
Unrealized gain (loss) on cash flow hedges, net of taxes	9			(125		)	(2		)	(282		)
Realized loss on cash flow hedge reclassified into interest expense, net of taxes	440			475			891			1,043
Unrealized gain on pension plan liabilities	37			354			82			337
Foreign currency translation adjustment	(10,270		)	(5,102		)	(15,388		)	(10,139		)
Total other comprehensive loss, net of taxes	(9,784		)	(4,398		)	(14,417		)	(9,041		)
Comprehensive loss	$	(13,290	)	$	(9,116	)	$	(24,248	)	$	(28,402	)


⁽¹⁾	Exclusive of amortization of intangible assets and depreciation of property and equipment, which is shown separately in depreciation and amortization below.

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

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EPICOR SOFTWARE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



	Six Months Ended
(in thousands)	March 31, 2015			March 31, 2014
				(Restated)
Operating activities:
Net loss	$	(9,831	)	$	(19,361	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Share-based compensation expense	2,687			3,996
Depreciation and amortization	86,122			83,024
Amortization of deferred financing costs and original issue discount	3,541			3,925
Changes in operating assets and liabilities and other	869			9,199
Net cash provided by operating activities	83,388			80,783
Investing activities:
Purchases of property and equipment	(8,644		)	(6,452		)
Capitalized computer software and database costs	(5,761		)	(5,973		)
Acquisition of businesses, net of cash acquired	(39,136		)	—
Net cash used in investing activities	(53,541		)	(12,425		)
Financing activities:
Payments to affiliate	—			(1,438		)
Payments on long-term debt	(5,000		)	(15,599		)
Payments of dividends	(18,000		)	(18,500		)
Payments of financing fees	—			(1,326		)
Net cash used in financing activities	(23,000		)	(36,863		)
Effect of exchange rate changes on cash	(4,017		)	(1,095		)
Net change in cash and cash equivalents	2,830			30,400
Cash and cash equivalents, beginning of period	130,359			82,902
Cash and cash equivalents, end of period	$	133,189		$	113,302

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

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EPICOR SOFTWARE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2015

(Unaudited)

NOTE 1 — BASIS OF PRESENTATION AND ACCOUNTING POLICY INFORMATION

Description of Business

Epicor Software Corporation (“we”, “our”, “us”, “Epicor” and “the Company”) is a leading global provider of enterprise application software and services focused on small and mid-sized companies and the divisions and subsidiaries of Global 1000 enterprises. We serve customers in three geographic regions: the Americas; Europe, Middle East and Africa (EMEA); and Asia-Pacific (APAC). We provide industry-specific solutions to the manufacturing, distribution, retail and services sectors. Our fully integrated solutions, which primarily include software, professional services and support services and may include hardware products, are considered “mission critical” to many of our customers, as they manage the flow of information across the core functions, operations and resources of their businesses and ultimately to their customers and suppliers.

We specialize in and target three application software segments: ERP, Retail Solutions and Retail Distribution, which we consider our segments for reporting purposes. These segments are determined in accordance with how our management views and evaluates our business and based on the criteria as outlined in authoritative accounting guidance regarding segments under accounting principles generally accepted in the United States of America ("GAAP"). We believe these segments accurately reflect the manner in which our management views and evaluates the business.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries. The accompanying unaudited condensed consolidated balance sheets as of March 31, 2015 and September 30, 2014, the unaudited condensed consolidated statements of comprehensive loss for the three and six months ended March 31, 2015 and 2014, and the unaudited condensed consolidated statements of cash flows for the six months ended March 31, 2015 and 2014 represent our financial position, results of operations and cash flows as of and for the periods then ended. In management's opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring items, considered necessary to fairly present our financial position at March 31, 2015 and September 30, 2014, the results of our operations for the three and six months ended March 31, 2015 and 2014, and our cash flows for the six months ended March 31, 2015 and 2014, respectively.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2014, filed with the Securities and Exchange Commission on December 17, 2014.

Our accompanying unaudited condensed consolidated financial statements have been prepared in conformity with GAAP for interim financial information. The accompanying unaudited condensed consolidated balance sheet as of September 30, 2014 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. Certain information and footnote disclosures normally included in our annual financial statements prepared in accordance with GAAP have been condensed or omitted.

Prior Restatement

We identified material errors in our income tax provision and associated accounts during the fourth quarter of fiscal 2014 related to prior periods. The correction of these errors resulted in the restatement of our previously reported financial statements for fiscal 2013 and 2012 and of our condensed consolidated financial statements for the first three quarters of fiscal 2014 and each quarter within fiscal 2013. Accordingly, within this Quarterly Report on Form 10-Q, our unaudited condensed consolidated statements of comprehensive loss for the three and six months ended March 31, 2014 and our unaudited condensed consolidated statement of cash flows for the six months ended March 31, 2014 have been labeled Restated.

Use of Estimates

GAAP requires us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that they are made. These

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estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenues and expenses during the reported period. To the extent there are material differences between these estimates, judgments or assumptions and actual results, our unaudited condensed consolidated financial statements will be affected. The operating results for the three and six months ended March 31, 2015 are not necessarily indicative of the results that may be achieved for the fiscal year ending September 30, 2015.

Fiscal Year

Our fiscal year is from October 1 through September 30. Unless otherwise stated, references to the years 2013 and 2014 relate to our fiscal years ended September 30, 2013 and 2014, respectively. References to future years also relate to our fiscal years ending September 30 of the applicable year.

Components of Cost of Software and Software Related Services Revenues

The components of our cost of software and software related revenues were as follows (in thousands):



	Three Months Ended				Six Months Ended
	March 31, 2015		March 31, 2014		March 31, 2015		March 31, 2014
Components of cost of software and software related services revenues:
Software license	$	4,586	$	4,471	$	10,447	$	9,318
Software and cloud subscriptions	8,173		7,201		16,346		14,758
Software support	22,424		24,460		46,218		48,961
Total	$	35,183	$	36,132	$	73,011	$	73,037

Accumulated Amortization of Intangible Assets

Accumulated amortization of intangible assets was $526.6 million and $457.0 million as of March 31, 2015 and September 30, 2014, respectively.

Non-Cash Investing Activities on Statement of Cash Flows

During the six months ended March 31, 2014, we installed $2.4 million of leasehold improvements which were paid directly by the landlord for our facility in Bensalem, Pennsylvania. We have excluded these leasehold improvements from Purchases of Property and Equipment in our unaudited condensed consolidated statement of cash flows as they represent a non-cash investing activity.

Recently Issued Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board (FASB) issued ASU No. 2015-05, Internal-Use Software (Subtopic 350-40), Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, which provides guidance to customers on the accounting for fees paid in a cloud computing arrangement. If the arrangement includes a software license, the customer should account for the license the same way it accounts for other software licenses. If an arrangement does not include a software license, the customer should account for it as a service contract. For public business entities, the guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015 (our fiscal 2017). Early adoption is permitted. Entities may elect retrospective or prospective transition. We do not expect the adoption of ASU 2015-05 to have a material impact on our financial statements, as we currently account for cloud computing arrangements in a manner consistent with ASU 2015-05.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the associated debt liability. For public business entities, the guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015 (our fiscal 2017). Early adoption is permitted for financial statements that have not been previously

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issued. The new guidance will be applied on a retrospective basis. The adoption of ASU 2015-03 will affect the presentation of deferred financing costs in our balance sheet but will not impact our condensed consolidated statements of comprehensive loss.

In May 2014, the FASB and the IASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09). This new guidance will supersede existing revenue guidance under GAAP and International Financial Reporting Standards ("IFRS"). The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard defines a five step process to achieve this principle, and will require companies to use more judgment and make more estimates than under the current guidance. We expect that these judgments and estimates will include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. Additionally, the new standard will eliminate the requirement to recognize revenue based on VSOE of fair value for multiple element software arrangements. For public business entities, the guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017 (our fiscal 2019). The standard allows for two methods of transition: (i) retrospective with the cumulative effect of initially applying the standard recognized at the date of initial application and providing certain additional disclosures as defined within the standard, or (ii) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within the standard. We are currently evaluating the impact of adopting ASU 2014-09 on our financial statements.

NOTE 2 — ACQUISITIONS AND RELATED TRANSACTIONS

Acquisition of QuantiSense, Inc.

On October 31, 2014, we acquired 100% of the equity of QuantiSense, Inc. ("QuantiSense"). QuantiSense is a provider of cloud and on-premise packaged analytic solutions for the retail industry. The acquisition of QuantiSense will enable us to provide enhanced analytic solutions to our retail customers and is reported within our Retail Solutions segment.

We paid cash consideration at the time of closing of $15.8 million, including payment of $1.3 million for cash acquired. The purchase agreement included a clause to account for estimates that were made at the time of closing. During the three months ended March 31, 2015, we paid an additional $0.9 million as a result of an adjustment to an initial estimate. Additionally, there is a provision for up to $8.1 million of additional consideration to be paid based upon a revenue earn-out provision over the next two years, which has been preliminarily valued at $0.5 million. As of the acquisition date, we measured consideration to be $17.2 million, which included the cash consideration paid, the cash consideration expected to be paid and the estimated fair value of the revenue earn-out provision. The purchase price is subject to adjustment based on changes in estimates made at closing for certain obligations and indirect taxes.

We allocated the QuantiSense purchase price to net tangible assets of $2.4 million, acquired intangible assets of $8.8 million, and goodwill of $6.0 million. We recorded goodwill in connection with the acquisition of QuantiSense due to synergies we expect to realize from combining QuantiSense products with our own. We have completed a preliminary valuation of QuantiSense, however, due to the recent nature of the acquisition the purchase price allocation for contingent consideration, intangible assets, deferred revenue, and income tax assets and liabilities have not been finalized.

Acquisition of ShopVisible, LLC.

On January 2, 2015, we acquired 100% of the outstanding equity interests of ShopVisible, LLC ("ShopVisible"). ShopVisible delivers an advanced standalone order management solution and complete e-commerce platform that supports the complex business processes associated with both business to consumer and business to business order processing. The combination of ShopVisible’s foundational order management capability with Epicor's point of sale ("POS"), mobile POS, omni-channel Enterprise Selling, Merchandising and Warehouse Management solutions is expected to create an integrated end-to-end cloud-based solution for omni-channel retailers. ShopVisible is reported within our Retail Solutions segment.

We paid cash consideration at the time of closing of $19.4 million, including $0.3 million for cash acquired. The purchase agreement included a clause to account for estimates that were made at the time of closing. Additionally, there is a provision for up to $5.8 million of additional consideration to be paid based upon a revenue earn-out provision over the next two years, which has been preliminarily valued at $3.3 million. As of the acquisition date, we measured consideration to be $22.3 million, which included the cash consideration paid, an expected adjustment to consideration paid and the estimated fair value of the revenue earn-out provision. The purchase price is subject to adjustment based on changes in estimates made at closing for certain obligations and indirect taxes.

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We allocated the ShopVisible purchase price to acquired tangible assets of $1.1 million, assumed liabilities of $1.1 million, intangible assets of $8.1 million and goodwill of $14.2 million. We recorded goodwill in connection with the acquisition of ShopVisible due to synergies we expect to realize from combining ShopVisible products with our own. We have completed a preliminary valuation of ShopVisible, however, due to the recent nature of the acquisition the purchase price allocation for contingent consideration, intangible assets, deferred revenue, and income tax assets and liabilities have not been finalized.

Acquisition of Technology from Insite Software

On February 19, 2015, we acquired certain operating assets and intellectual property of Insite Software, a provider of internationally enabled shipping solutions. We evaluated the transaction and determined that the assets and workforce acquired can be operated as a business, and as a result, we have accounted for the transaction as a business combination. We paid cash consideration of $4.6 million, and allocated consideration transferred to intangible assets of $3.2 million, goodwill of $1.9 million and net tangible liabilities of $0.5 million. We recorded goodwill in connection with this acquisition due to synergies we expect to realize from combining the Insite products with our own. We have completed a preliminary valuation of Insite, however, due to the recent nature of the acquisition the purchase price allocation for intangible assets, deferred revenue, and income tax assets and liabilities have not been finalized.

NOTE 3 — GOODWILL

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We account for goodwill, which represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination, in accordance with relevant authoritative accounting principles. The determination of the value of goodwill requires management to make estimates and assumptions that affect our unaudited condensed consolidated financial statements, and this valuation process includes Level 3 fair value measurements.

We perform a goodwill impairment test on each of our reporting units on an annual basis on July 1. Additionally, on a quarterly basis, we review for impairment indicators which could impact the fair value of our reporting units. Conditions which could indicate that the fair value of a reporting unit has declined include the following:


•	Macroeconomic conditions such as a deterioration in general economic conditions, limitations on accessing capital and other developments in financial markets;


•	Industry and market considerations such as a deterioration in the environment in which the reporting unit operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute terms and relative to peers), a change in the market for a reporting units products or services, or a regulatory or political development; and


•	Overall financial performance such as negative or declining cash flows or a decline in revenue or earnings compared with results of current and relevant prior periods.

We did not note any indicators that goodwill was impaired as of March 31, 2015. Should such conditions arise in the future between annual goodwill impairment tests, we will perform an interim goodwill impairment test and record an impairment, which could be material, if we determine the carrying value of a reporting unit's goodwill exceeds its fair value.

NOTE 4 — DEBT

Total debt in the periods presented consisted of the following (in thousands):



	March 31, 2015		September 30, 2014
2011 Credit Agreement term loan due 2018, net of unamortized discount of approximately $5,063 and $5,823, respectively	$	808,687	$	812,927
Senior Notes due 2019	465,000		465,000
Total debt	1,273,687		1,277,927
Current portion (1)	200		5,200
Total long-term debt, net of discount	$	1,273,487	$	1,272,727

(1) Includes a mandatory prepayment of $4.9 million and voluntary prepayment of $0.3 million as of September 30, 2014. Includes expected voluntary prepayment of $0.2 million as of March 31, 2015.

2011 Senior Secured Credit Agreement

The 2011 Senior Secured Credit Agreement was initiated on May 16, 2011 and was amended in March 2013, September 2013, January 2014 and May 2014 ("2011 Credit Agreement"). The 2011 Credit Agreement consists of a term loan with an outstanding principal balance of $813.8 million (before $5.1 million unamortized original issue discount) as of March 31, 2015 and a revolving credit facility with a borrowing capacity of $103.0 million. As of March 31, 2015, we had no borrowings outstanding on the revolving credit facility; the interest rate on the term loan was calculated based on an interest rate index plus a margin; and the interest rate index was based, at our option, on a LIBOR rate with a minimum LIBOR floor of 1.0% or a Base Rate as defined in the 2011 Credit Agreement. As of March 31, 2015, the interest rate applicable to the term loans was 4.0%.

On March 7, 2013, we entered into Amendment No. 1 to the 2011 Credit Agreement to, among other things, reduce the interest rate margin applicable to borrowings under the term loans included in the 2011 Credit Agreement. Amendment No. 1 provided for the refinancing of the then outstanding balance of $857.0 million of our existing Term B Loans under the 2011 Credit Agreement with $860.0 million of Term B-1 Loans. The interest rate on the Term B-1 Loans was based, at our option, on a LIBOR rate, plus a margin of 3.25% per annum, with a LIBOR floor of 1.25%, or the Base Rate (as defined in the 2011

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Credit Agreement), plus a margin of 2.25% per annum. Additionally, the annual principal payments were reduced from $8.7 million per annum to $8.6 million per annum through fiscal 2017. The Term B-1 Loans were scheduled to mature on the same date as the original maturity date of the Term B Loans.

In addition, Amendment No. 1 provided for (i) the ability for the Company to incur certain incremental facilities under the 2011 Credit Agreement in the form of senior secured, senior unsecured, senior subordinated, or subordinated notes or term loans and create certain liens securing such indebtedness, (ii) the elimination of “most favored nation” protection with respect to extensions of the maturity of the Term B-1 Loans and (iii) increased capacity for the Company to consummate asset dispositions, make restricted payments and to prepay the Company's existing 8.625% senior unsecured notes due 2019 and other subordinated debt.

We accounted for Amendment No. 1 as a modification of debt because the cash flows under the amended term loans were not substantially different than the cash flows under the original term loans. We incurred $1.6 million of fees in connection with the amended term loans, and we recorded $1.5 million of those fees to deferred financing costs and $0.1 million of the fees to interest expense in accordance with GAAP. As Amendment No. 1 was accounted for as a modification, we are continuing to amortize the existing unamortized deferred financing costs, the existing original issue discount and the new deferred financing costs using the effective interest method.

On September 20, 2013, we entered into Amendment No. 2 to the 2011 Credit Agreement to increase the borrowing capacity under our revolving credit facility from $75.0 million to $88.0 million. Amendment No. 2 did not affect the interest rate applicable to the revolving credit facility, or the maturity date.

We accounted for Amendment No. 2 as a modification of debt because the only change was to increase the borrowing capacity on the revolving credit facility from $75.0 million to $88.0 million. In connection with Amendment No. 2, we recorded new deferred financing costs of less than $0.1 million. We are continuing to amortize the existing unamortized deferred financing costs, the existing original issue discount and the new deferred financing costs using the effective interest method.

On January 17, 2014, we entered into Amendment No. 3 to the 2011 Credit Agreement to, among other things, reduce the interest rate margin and the LIBOR floor applicable to borrowings under the term loan included in the 2011 Credit Agreement. Amendment No. 3 provided for the refinancing of $840.1 million of Term B-1 Loans under the 2011 Credit Agreement with $840.1 million of new Term B-2 Loans. The interest rate on the Term B-2 Loans is based, at our option, on a LIBOR rate, plus a margin of 3.0% per annum, with a LIBOR floor of 1.0% per annum, or the Base Rate (as defined in the 2011 Credit Agreement), plus a margin of 2.0% per annum. Amendment No. 3 increased our required principal payments by $6.3 million for fiscal 2014, decreased our annual principal payments from $8.6 million per annum to $8.4 million per annum from fiscal 2015 through fiscal 2017, and decreased our payments during fiscal 2018 from $814.3 million to $808.6 million. The Term B-2 Loans mature on the same date as the original maturity date of the Term B and Term B-1 Loans. Additionally, Amendment No. 3 removed the restriction on the Company's ability to repurchase its $465.0 million of Senior Notes due 2019.

We incurred $1.3 million of fees in connection with Amendment No. 3. We are amortizing $1.2 million of the fees to interest expense over the remaining term of the 2011 Credit Agreement, and we recorded $0.1 million of the fees directly to interest expense in accordance with GAAP. Additionally, we recorded a $0.5 million loss on extinguishment of debt to write off deferred financing costs and original issue discount allocable to lenders whose balances were transferred to other lenders in connection with Amendment No. 3. The loss on extinguishment of debt was included within other expense, net in our unaudited condensed consolidated statements of comprehensive loss for the three months ended March 31, 2014. The remainder of the unamortized deferred financing costs and original issue discount were allocable to lenders whose term loan balances were deemed to be modified. We are continuing to amortize the remaining unamortized deferred financing costs, the existing original issue discount and the new deferred financing costs using the effective interest method.

On May 15, 2014, we entered into Amendment No. 4 to the 2011 Credit Agreement to increase the borrowing capacity under our revolving credit facility from $88.0 million to $103.0 million. Amendment No. 4 did not affect the interest rate applicable to the revolving credit facility, or the maturity date.

We accounted for Amendment No. 4 as a modification of debt because the only change to the 2011 Credit Agreement was to increase the borrowing capacity on the revolving credit facility. In connection with Amendment No. 4, we recorded new deferred financing costs of less than $0.1 million. We are continuing to amortize the existing unamortized deferred financing costs, the existing original issue discount and the new deferred financing costs using the effective interest method.

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The 2011 Credit Agreement originated in May 2011 and provided for (i) a seven-year term loan in the amount of $870.0 million, amortized (principal repayment) at a rate of 1% per year beginning September 30, 2011 on a quarterly basis for the first six and three-quarters years, with the balance paid at maturity and (ii) a five-year revolving credit facility (the "revolving credit facility") that permitted revolving loans in an aggregate amount of up to $75.0 million, which increased to $103.0 million as a result of Amendment No. 2 and Amendment No. 4, and which included a letter of credit facility and a swing line facility, and is due and payable in full at maturity in May 2016. In addition, subject to certain terms and conditions, the 2011 Credit Agreement provided for one or more uncommitted incremental term loans and/or revolving credit facilities in an aggregate amount not to exceed $150.0 million plus, among other things, unlimited additional uncommitted incremental term loans and/or revolving credit facilities if we satisfy a certain First Lien Senior Secured Leverage Ratio. Additionally, we paid a 1% original issue discount on the term loan for a total of $8.7 million and a 0.5% original issue discount on the revolving credit facility for $0.4 million. The term loan and revolving credit facility were amended on March 7, 2013, September 20, 2013, January 17, 2014 and May 15, 2014, as noted above. The remaining components of the 2011 Credit Agreement have not been amended.

The original interest rate under the 2011 Credit Agreement was equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the highest of (1) the corporate base rate of the administrative agent, (2) the fed funds rate plus 0.5 percent per annum and (3) the Eurocurrency rate for an interest period of one month plus 1%, or (b) a Eurocurrency rate for interest periods of one, two, three or six months, and to the extent agreed by the administrative agent nine and twelve months; provided, however that the minimum Eurocurrency rate for any interest period may be no less than 1.25% per annum in the case of the term loans. The initial applicable margin for term loans and borrowings under the revolving credit facility was 2.75% with respect to base rate borrowings and 3.75% with respect to Eurodollar rate borrowings, which in the case of borrowings under the revolving credit facility, may be reduced subject to our attainment of certain First Lien Senior Secured Leverage Ratios.

In addition to paying interest on outstanding principal under the revolving credit facility, we are required to pay a commitment fee to the lenders equal to 0.75% per annum for any available borrowings on the facility. The commitment fee rate may be reduced subject to our attaining certain First Lien Senior Secured Leverage Ratios. We must also pay customary letter of credit fees for issued and outstanding letters of credit. As of March 31, 2015, we had no issued and outstanding letters of credit.

Substantially all of our assets and those of our domestic subsidiaries are pledged as collateral to secure our obligations under the 2011 Credit Agreement and each of our material wholly-owned domestic subsidiaries guarantees our obligations thereunder. The terms of the 2011 Credit Agreement require compliance with various covenants discussed further below. Amounts repaid under the term loans may not be re-borrowed. Beginning with the fiscal year ended September 30, 2012, the 2011 Credit Agreement requires us to make mandatory prepayments of then outstanding term loans if we generate excess cash flow (as defined in the 2011 Credit Agreement) during a complete fiscal year, subject to reduction upon achievement of certain total leverage ratios. The calculation of excess cash flow per the 2011 Credit Agreement includes net income, adjusted for noncash charges and credits, changes in working capital and other adjustments, less the sum of debt principal repayments, capital expenditures, and other adjustments. The excess cash flow calculation may be reduced based upon our attained ratio of consolidated total debt to consolidated Adjusted EBITDA (consolidated earnings before interest, taxes, depreciation and amortization, further adjusted to exclude unusual items and other adjustments permitted in calculating covenant compliance under the indenture governing the Senior Notes and our 2011 Credit Agreement, all as defined in the 2011 Credit Agreement). Any mandatory prepayments due are reduced dollar-for-dollar by any voluntary prepayments made during the year. We generated $79.4 million of excess cash flow during the year ended September 30, 2014, which required us to pay a prepayment of $19.9 million. We paid a $15.0 million voluntary prepayment in September 2014, and we paid a $4.9 million mandatory prepayment and a $0.1 million voluntary prepayment in December 2014. We generated $27.0 million of excess cash flow during the year ended September 30, 2013, and as a result, we paid a mandatory prepayment of $13.5 million in December 2013.

The 2011 Credit Agreement and the Senior Notes permit us to make dividend payments to our parent companies in certain circumstances. Permitted dividend payments are calculated as the sum of (i) $40.0 million plus (ii) the lesser of (a) cumulative Consolidated Net Income, as defined in the 2011 Credit Agreement and the Indenture for the Senior Notes, and (b) the excess of cumulative excess cash flow over cumulative mandatory prepayments on the term loan. We utilize permitted dividend payments to voluntarily fund interest on debt issued by our indirect parent company, Eagle Midco Inc. ("EGL Midco"). EGL Midco has issued $400 million in principal amount of Senior PIK Toggle Notes (the "Midco Notes"). In December 2013, June 2014 and December 2014, we made dividend payments of $18.5 million, $18.0 million and $18.0 million, respectively, to fund the December 2013, June 2014 and December 2014 interest payments for the Midco Notes. We intend to continue utilizing permitted dividend payments to voluntarily fund interest on the Midco Notes. See "Parent Company PIK Toggle Notes" below for a description of the Midco Notes.

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Senior Notes Due 2019

On May 16, 2011, we issued $465.0 million aggregate principal amount of 8.625% Senior Notes due 2019 (“Senior Notes”). Each of our material wholly-owned domestic subsidiaries, as primary obligors and not merely as sureties, have jointly and severally, irrevocably and unconditionally, guaranteed, on an unsecured senior basis, the performance and full and punctual payment when due, whether at maturity, by acceleration, or otherwise, of all of our obligations under the Senior Notes.

Notwithstanding the foregoing, a senior note guarantee by a wholly-owned subsidiary guarantor will terminate upon:


•	a sale or other disposition (including by way of consolidation or merger) of the capital stock of such guarantor or the sale or disposition of all or substantially all the assets of the guarantor (other than to us or one of our restricted subsidiaries) otherwise permitted by the senior note indenture;


•	the designation in accordance with the indenture of the guarantor as an unrestricted subsidiary or the occurrence of any event after which the guarantor is no longer a restricted subsidiary as defined in the senior note indenture;


•	defeasance or discharge of the Senior Notes;


•	to the extent that such guarantor no longer guarantees any other Company indebtedness, such as a release of such guarantor’s guarantee under our 2011 Credit Agreement; or


•	upon the achievement of investment grade status by the Senior Notes as described in the senior note indenture; provided that such senior note guarantee shall be reinstated upon the reversion date.

The Senior Notes are our unsecured senior obligations and are effectively subordinated to all of our secured indebtedness (including the 2011 Credit Agreement); and senior in right of payment to all of our existing and future subordinated indebtedness.

Covenant Compliance

The terms of the 2011 Credit Agreement and the indenture governing the Senior Notes restrict certain of our activities, the most significant of which include limitations on the incurrence of additional indebtedness, liens or guarantees, payment or declaration of dividends, sales of assets and transactions with affiliates. The 2011 Credit Agreement also contains certain customary affirmative covenants and events of default.

Under the 2011 Credit Agreement, if at any time we have an outstanding balance under the revolving credit facility, our first lien senior secured leverage, consisting of amounts outstanding under the 2011 Credit Agreement and other secured borrowings less cash and cash equivalents on hand, may not exceed the applicable ratio to our consolidated Adjusted EBITDA (referred to as "Consolidated EBITDA" in the 2011 Credit Agreement) for the preceding 12-month period. At March 31, 2015, the applicable ratio is 3.25:1.00 and will remain at that ratio for the remainder of the 2011 Credit Agreement.

At March 31, 2015 we were in compliance with all covenants included in the terms of the 2011 Credit Agreement and the indenture governing the Senior Notes.

Future Maturities of Long Term Debt

We paid a voluntary prepayment of $15.0 million in September 2014, a mandatory prepayment of $4.9 million and a voluntary prepayment of $0.1 million in December 2014. As a result of these prepayments, we are not required to pay quarterly principal payments on the term loan during fiscal 2015 and 2016, and our quarterly principal payments are reduced for fiscal 2017. As of March 31, 2015, we intend to pay an additional voluntary prepayment of $0.2 million in fiscal 2015. As a result, the current portion of our long-term debt equals $0.2 million as of March 31, 2015. Maturities of long term debt are $0.2 million for fiscal 2015, none for fiscal 2016, $5.0 million for fiscal 2017, $808.6 million in 2018 and $465.0 million in 2019.

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Parent Company PIK Toggle Notes

In addition to our debt discussed above, EGL Midco has issued the Midco Notes in the principal amount of $400 million. The Midco Notes were issued on June 10, 2013 and mature on June 15, 2018. We and our consolidated subsidiaries have not guaranteed the Midco Notes, and we have not pledged any assets as collateral for the payment of the Midco Notes. The Midco Notes are unsecured.

We are not contractually obligated to service interest or principal payments on the Midco Notes. Additionally, the holders of the Midco Notes have no recourse against us or our assets. Under applicable guidance from the FASB (ASC 405-40), a parent's debt, related interest expense and allocable deferred financing fees are to be included in a subsidiary's financial statements when the subsidiary is joint and severally liable for the parent’s debt. We are not joint and severally liable for the Midco Notes, and accordingly, we have not reflected the Midco Notes in our unaudited condensed consolidated financial statements for the quarter ended March 31, 2015 or any period presented.

Interest on the Midco Notes is payable semiannually in arrears on June 15th and December 15th of each year, commencing on December 15, 2013. Subject to conditions in the indenture for the Midco Notes, EGL Midco is required to pay interest on the Midco Notes in cash or through issuing additional notes or increasing the principal amount of the Midco Notes ("PIK Interest"). The interest rate on the Midco Notes is 9.0% per annum for interest paid in cash or 9.75% per annum for PIK Interest. PIK Interest is paid by issuing additional notes having the same terms as the Midco Notes or by increasing the outstanding principal amount of the Midco Notes.

The terms of the Midco Notes require that a calculated portion of the interest be payable in cash ("Minimum Cash Interest"). EGL Midco is and will continue to be dependent upon our cash flows for any interest on the Midco Notes which it pays in cash. Interest on the Midco Notes is required to be paid in cash to the extent that we are permitted to make dividend payments to EGL Midco. The 2011 Credit Agreement and the indenture governing the Senior Notes restrict our ability to pay dividends or make distributions or other payments to EGL Midco to fund payments with respect to the Midco Notes or to repay or repurchase the Midco Notes unless the restricted payment covenants in these agreements are satisfied. However, dividend payments will only be provided to the extent that after funding the interest payment, our domestic cash and cash equivalents plus available borrowings under our revolving credit facility exceed $25.0 million. During the six months ended March 31, 2014 and 2015, the Minimum Cash Interest payable on the Midco Notes was equal to the full cash interest payments of $18.5 million and $18.0 million, respectively.

The terms of the Midco Notes require EGL Midco and its subsidiaries to comply with certain covenants, including limitations on incurring additional indebtedness, a prohibition of additional limitations on dividend payments, limitations on sales of assets and subsidiary stock, and limitations on making guarantees. Additionally, failure to pay Minimum Cash Interest on the Midco Notes constitutes an event of default for EGL Midco, causing the Midco Notes to become immediately due and payable by Midco. The holders of the Midco Notes, however, have no recourse against us or our assets.

On December 15, 2013, June 15, 2014 and December 15, 2014, we paid dividend payments of $18.5 million, $18.0 million and $18.0 million, respectively, to EGL Midco to fund the December 15, 2013, June 15, 2014 and December 15, 2014 interest payments applicable to the Midco Notes. We recorded the dividend payments as reductions to common stock within the stockholder's equity section of our unaudited condensed consolidated balance sheets as of March 31, 2015 and September 30, 2014.

We intend to continue funding cash interest payments through cash dividends to EGL Midco. If all interest is paid in cash, our dividend payments to EGL Midco would be approximately $18 million for the remainder of fiscal 2015 and approximately $36 million per year from fiscal 2016 through fiscal 2018. To the extent we do not fund interest with cash, interest obligations will be satisfied through PIK Interest. We believe that our cash flow from operations, our current working capital, as well as funds available to us on our revolving credit facility will be sufficient to cover our liquidity needs and to fund dividend payments to EGL Midco for the foreseeable future.

NOTE 5 — DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Interest Rate Caps and Swaps

Our objective in using interest rate caps or swaps is to add stability to interest expense and to manage and reduce the risk inherent in interest rate fluctuations. We may use interest rate caps or swaps as part of our interest rate risk management strategy. Interest rate caps are option-based hedge instruments which do not qualify as cash flow hedges and limit our floating

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interest rate exposure to a specified cap level. If the floating interest rate exceeds the cap, then the counterparty will pay the incremental interest expense above the cap on the notional amount protected, thereby offsetting that incremental interest expense on our debt. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counter-party in exchange for our making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. We do not hold or issue interest rate cap or swap agreements for trading purposes. In the event that a counterparty fails to meet the terms of the interest rate cap or swap agreement, our exposure is limited to the interest rate differential. We manage the credit risk of the counterparties by dealing only with institutions that we consider financially sound. We consider the risk of non-performance to be remote.

In August 2011, we entered into a 30-month interest rate swap to effectively convert an initial notional amount of $436.2 million of floating rate debt to fixed rate debt at the rate of 2.13% per annum, which is settled on the last business day of each of March, June, September and December, beginning June 30, 2013 and ending September 30, 2015. As of March 31, 2015, the notional amount of the swap was $337.9 million.

In March 2013, we entered into Amendment No. 1 to our 2011 Credit Agreement to reduce the interest rate margin applicable to the term loan contained in the 2011 Credit Agreement. Our interest rate swap was initially planned to hedge the floating interest rate applicable to term loan borrowings under the 2011 Credit Agreement or any related refinancing. As a result, Amendment No. 1 did not impact the effectiveness of our interest rate swap, and we continue to apply cash flow hedge accounting.

In January 2014, we entered into Amendment No. 3 to our 2011 Credit Agreement to reduce the interest rate applicable to borrowings on our term loan. Amendment No. 3 reduced the LIBOR margin applicable to borrowings on the term loan from 3.25% to 3.0% and reduced the LIBOR floor applicable to borrowings on the term loan from 1.25% to 1.0%. We did not amend the 1.25% LIBOR floor contained in our interest rate swap, and accordingly, we incorporated the change to our hedged interest payments into our analysis and measurement of hedge effectiveness, and determined that our interest rate swap remained highly effective as of March 31, 2015.

Foreign Currency Contracts Not Designated as Hedges

We have operations in countries around the world and these operations generate revenue and incur expenses in currencies other than the United States Dollar, particularly the Australian Dollar, Canadian Dollar, Euro, British Pound, Mexican Peso, Malaysian Ringgit, Swedish Krona and Hungarian Forint. We use foreign currency forward contracts to manage our market risk exposure associated with foreign currency exchange rate fluctuations for certain (i) inter-company balances denominated in currencies other than an entity’s functional currency and (ii) net asset exposures for entities that transact business in foreign currencies but are U.S. Dollar functional for consolidation purposes. These derivative instruments are not designated and do not qualify as hedging instruments. Accordingly, the gains or losses on these derivative instruments are recognized in the accompanying unaudited condensed consolidated statements of comprehensive loss and are designed generally to offset the foreign currency transaction gains and losses recorded on inter-company receivables and payables. During the three and six months ended March 31, 2015, we recorded net foreign currency losses of $2.5 million and $3.6 million, respectively, within other expense, net in our condensed consolidated statements of comprehensive loss. During the three and six months ended March 31, 2015, our net foreign currency losses included a $1.6 million loss related to the devaluation of the Venezuelan Bolivar. During the three and six months ended March 31, 2014, we recorded net foreign currency losses of $0.8 million and $0.1 million, respectively. Our foreign currency gains and losses include gains and losses on foreign currency forward contracts and re-measurement of foreign currency denominated monetary balances into the functional currency. We have entered into a master netting arrangement whereby we settle our foreign currency forward contracts on a net basis with each counterparty. We record our foreign currency forward contracts on a gross basis, with the fair value of each of our foreign currency forward contracts included on our unaudited condensed consolidated balance sheets as either prepaid expenses and other current assets or other accrued expenses depending on whether the fair value of the contract is an asset or a liability, respectively. Cash flows related to our foreign currency forward contracts are included in cash flows from operating activities in our unaudited condensed consolidated statements of cash flows.

Our foreign currency forward contracts are generally short-term in nature, typically maturing within 90 days or less. We adjust the carrying amount of all contracts to their fair value at the end of each reporting period and unrealized gains and losses are included in our results of operations for that period. These gains and losses largely offset foreign currency transaction gains and losses recorded on inter-company receivables and payables. We expect these contracts to mitigate some foreign currency transaction gains or losses in future periods. The net realized gain or loss with respect to currency fluctuations will depend on the currency exchange rates and other factors in effect as the contracts mature.

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The following tables summarize the fair value of derivatives in asset and liability positions (in thousands):



	Asset Derivatives (Fair Value)
	Balance Sheet Location	March 31, 2015			September 30, 2014
Foreign currency forward contracts	Prepaid expenses and other current assets	$	196		$	187

	Liability Derivatives (Fair Value)
	Balance Sheet Location	March 31, 2015			September 30, 2014
Interest rate swap	Other liabilities	$	(1,126	)	$	(2,579	)
Foreign currency forward contracts	Accrued expenses and other current liabilities	(88		)	(520		)
Total liability derivatives		$	(1,214	)	$	(3,099	)

The following tables summarize the pre-tax effect of our interest rate swap and cap on our unaudited condensed consolidated statements of comprehensive loss (in thousands):

Interest Rate Cap and Swap Designated as Cash Flow Hedge



	Three Months Ended						Six Months Ended
	March 31, 2015			March 31, 2014			March 31, 2015			March 31, 2014
Loss recognized in other comprehensive loss on derivative (effective portion)	$	15		$	(242	)	$	(3	)	$	(496	)
Gain recognized in income on derivative (ineffective portion)	—			172			—			203
Loss recognized in income for time value of derivative (excluded from effectiveness assessment)	(2		)	(6		)	(5		)	(13		)
Realized loss reclassified from accumulated other comprehensive loss into interest expense (effective portion)	(718		)	(917		)	(1,455		)	(1,857		)

Gains and losses recognized in income related to the interest rate swap and cap are included within interest expense.

During the three and six months ended March 31, 2015, we made interest payments of $0.7 million and $1.5 million for the swap, and in connection with those payments, we reclassified $0.7 million and $1.5 million of losses from accumulated other comprehensive loss into interest expense. During the three and six months ended March 31, 2014, we made interest payments of $0.9 million and $1.9 million for the swap, and in connection with those payments, we reclassified $0.9 million and $1.9 million of losses from accumulated other comprehensive loss into interest expense. The remaining loss of $1.1 million reported in accumulated other comprehensive loss will be reclassified into interest expense as hedged interest payments are made each quarter through September 30, 2015.

The following table summarizes the effect of our foreign currency forward contracts on our unaudited condensed consolidated statements of comprehensive loss (in thousands):

Foreign Currency Forward Contracts Not Designated as Hedges



	Three Months Ended					Six Months Ended
	March 31, 2015		March 31, 2014			March 31, 2015		March 31, 2014
Included in other income, net	$	340	$	(979	)	$	49	$	(661	)

NOTE 6 — FAIR VALUE

We measure fair value based on authoritative accounting guidance under GAAP, which defines fair value, establishes a framework for measuring fair value as well as expands on required disclosures regarding fair value measurements.

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Inputs are referred to as assumptions that market participants would use in pricing the asset or liability. The uses of inputs in the valuation process are categorized into a three-level fair value hierarchy.


•	Level 1 — uses quoted prices in active markets for identical assets or liabilities we have the ability to access.


•	Level 2 — uses observable inputs other than quoted prices in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.


•	Level 3 — uses one or more significant inputs that are unobservable and supported by little or no market activity, and that reflect the use of significant management judgment.

Our deferred compensation plan assets and our post-retirement insurance plan assets, which consist of corporate-owned life insurance policies that are valued at their net cash surrender value, and deferred compensation liabilities, which are valued using the reported values of various publicly traded mutual funds, are classified as Level 2 because they are determined based on inputs that are readily available in public markets or can be derived from information available in public markets.

The fair value of our foreign currency contracts and interest rate swap is determined based on inputs that are readily available in public markets or can be derived from information available in public markets. Therefore, we have categorized them as Level 2.

The fair value of our share-based liabilities is determined by estimating the value of the enterprise and allocating that value to the various securities outstanding. The fair value of our contingent consideration liability is determined using a Monte-Carlo simulation which uses projected revenues and an estimate of revenue volatility to estimate the likelihood of meeting the revenue targets requiring payment of the contingent consideration. The fair value of our share-based liabilities and contingent consideration liability is determined based on inputs which are not readily available in public markets. Therefore, we have categorized them as Level 3.

We record changes in the value of our share-based liabilities and our contingent consideration liability within share-based compensation expense and acquisition related costs, respectively, in our unaudited condensed consolidated statements of comprehensive loss. During the six months ended March 31, 2015, we did not record any changes in the value of our share-based liabilities or contingent consideration liabilities. In addition, we did not record any settlements of these liabilities. During fiscal 2015, we recorded additions of $0.5 million and $3.3 million to our contingent consideration liabilities in conjunction with our acquisitions of QuantiSense and ShopVisible, respectively. See Note 2 - Acquisitions and Related Transactions for more information regarding our acquisitions of QuantiSense and ShopVisible.

We record adjustments to fair value to appropriately reflect our nonperformance risk and the respective counter-party’s nonperformance risk in our fair value measurements. As of March 31, 2015, we have assessed the significance of the impact of nonperformance risk on the overall valuation of our derivative positions and have determined that it is not significant to the overall valuation of the derivatives.

The fair value of our deferred compensation plan assets and liabilities, post-retirement insurance plan assets, interest rate swap liabilities, foreign currency forward contracts, share-based liabilities and contingent consideration liabilities were as follows, by category of inputs, as of March 31, 2015 (in thousands):

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	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Total Fair Value
Assets:
Foreign currency forward contracts (1)	$	—	$	196		$	—		$	196
Deferred compensation plan assets (2)	—		5,678			—			5,678
Post-retirement insurance plan assets (2)	—		749			—			749
Liabilities:
Foreign currency forward contracts (3)	—		(88		)	—			(88		)
Interest rate swap (3)	—		(1,126		)	—			(1,126		)
Deferred compensation plan liabilities (4)	—		(5,147		)	—			(5,147		)
Share-based liabilities (5)	—		—			(1,441		)	(1,441		)
Contingent consideration liabilities (4)	—		—			(3,800		)	(3,800		)
Total	$	—	$	262		$	(5,241	)	$	(4,979	)


(1)	Included in prepaid expenses and other current assets in our unaudited condensed consolidated balance sheets.


(2)	Included in other assets in our unaudited condensed consolidated balance sheets.


(3)	Included in accrued expenses and other current liabilities in our unaudited condensed consolidated balance sheets.


(4)	Included in other liabilities in our unaudited condensed consolidated balance sheets.


(5)	Included in loan from affiliate in our unaudited condensed consolidated balance sheets.

Other Financial Assets and Liabilities

Financial assets and liabilities with carrying amounts approximating fair value include cash, trade accounts receivable, accounts payable, accrued expenses and other current liabilities. The carrying amount of these financial assets and liabilities approximates fair value because of their short maturities.

As of March 31, 2015, the term loan contained in our 2011 Credit Agreement had a fair value of $801.2 million, which represented approximately 98% of its carrying value before unamortized original issue discount. We determined the fair value of the term loan by reference to interest rates currently available to us for issuance of debt with similar terms and remaining maturities. Accordingly, the fair value of the term loan contained in our 2011 Credit Agreement represents a Level 2 fair value measurement. As of March 31, 2015, the fair value of our Senior Notes was approximately $488.3 million based on a trading price of approximately 105% of par value. The carrying amount is based on interest rates available upon the date of the issuance of the debt and is reported in the unaudited condensed consolidated balance sheets. The fair value of our Senior Notes is determined by reference to their current trading price. The Senior Notes are not actively traded, and as such, the fair value of our Senior Notes represents a Level 2 fair value measurement.

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The fair value of our foreign currency forward contract assets and liabilities, deferred compensation plan assets and liabilities, post-retirement insurance plan assets, interest rate swap liabilities and share-based liabilities were as follows, by category of inputs, as of September 30, 2014 (in thousands):



	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Total Fair Value
Assets:
Foreign currency forward contracts (1)	$	—	$	187		$	—		$	187
Deferred compensation plan assets (2)	—		5,019			—			5,019
Post-retirement insurance plan assets (2)	—		743			—			743
Liabilities:
Foreign currency forward contracts (3)	—		(520		)	—			(520		)
Interest rate swap (3)	—		(2,579		)	—			(2,579		)
Deferred compensation plan liabilities (4)	—		(4,672		)	—			(4,672		)
Share-based liabilities (5)	—		—			(1,441		)	(1,441		)
Total	$	—	$	(1,822	)	$	(1,441	)	$	(3,263	)


(1)	Included in prepaid expenses and other current assets in our unaudited condensed consolidated balance sheets.


(2)	Included in other assets in our unaudited condensed consolidated balance sheets.


(3)	Included in accrued expenses and other current liabilities in our unaudited condensed consolidated balance sheets.


(4)	Included in other liabilities in our unaudited condensed consolidated balance sheets.


(5)	Included in loan from affiliate in our unaudited condensed consolidated balance sheets.

NOTE 7 — INCOME TAXES

We identified material errors in our income tax provision and associated accounts during the fiscal fourth quarter of the year ended September 30, 2014 related to prior periods. The correction of these errors resulted in the restatement of our previously reported financial statements for the fiscal years ended September 30, 2013 and 2012 and of our condensed consolidated financial statements for the first three quarters of fiscal 2014 and each quarter within fiscal 2013.

The provision for income taxes includes both domestic and foreign income taxes at the applicable statutory rates adjusted for non-deductible expenses, uncertain tax positions, valuation allowances and other permanent differences. We recorded an income tax benefit of $2.6 million, or 43% of pre-tax loss, during the three months ended March 31, 2015 compared to income tax benefit of $1.7 million, or 27% of pre-tax loss, during the three months ended March 31, 2014.

Our income tax rate for the three months ended March 31, 2015 differed from the federal statutory rate primarily due to non-deductible expenses including share-based compensation; foreign earnings that are currently taxed in the US under the Controlled Foreign Corporation Regime set forth in the IRC Section 951 through 960; statute expirations related to uncertain tax positions; and lower tax rates in foreign jurisdictions where earnings are deemed permanently reinvested. Our income tax rate for the three months ended March 31, 2014 differed from the federal statutory rate primarily due to non-deductible expenses including share-based compensation; release of deferred tax assets from foreign net operating losses, and foreign earnings that are currently taxed in the US under the Controlled Foreign Corporation Regime set forth in the IRC Section 951 through 960.

We recorded an income tax benefit of $8.0 million, or 45% of pre-tax loss, during the six months ended March 31, 2015 compared to income tax expense of $1.0 million, or 5% of pre-tax loss, during the six months ended March 31, 2014.

Our income tax rate for the six months ended March 31, 2015 differed from the federal statutory rate primarily due to non-deductible expenses including share-based compensation; foreign earnings that are currently taxed in the US under the Controlled Foreign Corporation Regime set forth in the IRC Section 951 through 960; statute expirations related to uncertain tax positions; and lower tax rates in foreign jurisdictions where earnings are deemed permanently reinvested. Our income tax rate for the six months ended March 31, 2014 differed from the federal statutory rate primarily due to non-deductible expenses including share-based compensation; release of deferred tax assets from foreign net operating losses, and foreign earnings that are currently taxed in the US under the Controlled Foreign Corporation Regime set forth in the IRC Section 951 through 960.

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We typically determine our interim tax provision using an estimated annual effective tax rate methodology as required by ASC 740-270-25-2. However, for the three and six months ended March 31, 2015, we have utilized a discrete period method to calculate taxes based on actual results, in accordance with ASC 740-270-30-18. Based on our forecast for the fiscal year ending September 30, 2015, we have determined that a calculation of an annual effective tax rate would not represent a reliable estimate due to the sensitivity of the annual effective tax rate estimate to even minimal changes to forecasted third through fourth quarter pre-tax earnings. Under the discrete method, we determine the tax expense based upon actual results as if the interim period were an annual period.

NOTE 8 — SHARE BASED COMPENSATION

In November 2011, the Board of Directors of Eagle Topco, LP, a limited partnership (“Eagle Topco”), our indirect parent company, approved a Restricted Partnership Unit Plan for purposes of compensation of our employees and certain directors. We grant Series C restricted units ("Series C Units") in Eagle Topco to certain employees and directors as compensation for their services. The employees and directors who receive the Series C Units contribute $0.0032 per unit.

There are three categories of Series C Units which vest based on a combination of service, performance and market

conditions. Annual Units vest ratably over 3 to 4 years based on the holder’s continued employment with the Company. Performance Units vest ratably over 3 to 4 years based upon employee service and attainment of targets for Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”). Exit Units vest based upon attaining thresholds for return on partnership capital. We recognize share based compensation expense using the accelerated expense attribution method, which separately recognizes compensation expense for each vesting tranche over its vesting period.

During the six months ended March 31, 2015 and 2014, we granted 1.5 million and 6.8 million Series C Units, respectively, to certain employees as compensation for their services. In addition to Series C Units, in November 2011, we issued 0.7 million Series B restricted units ("Series B Units") in Eagle Topco to certain employees and directors. The employees and directors who received the Series B Units contributed $2.8571 per unit. Series B Units were fully vested at issuance and may be settled in cash upon call by the Company in the event of employee departure from the Company. We record changes in the value of Series B Units as compensation expense. During the six months ended March 31, 2014, we recorded $0.5 million of compensation expense for Series B Units within general and administrative expense, and we paid $1.4 million to settle Series B Units. We did not record any compensation expense for Series B Units during the six months ended March 31, 2015. As of March 31, 2015, 0.3 million Series B Units were outstanding with an aggregate value of $1.4 million.

The following table summarizes our share-based compensation expense and its allocation within our unaudited condensed consolidated statements of comprehensive loss (in thousands):



	Three Months Ended					Six Months Ended
	March 31, 2015			March 31, 2014		March 31, 2015			March 31, 2014
Cost of revenues:
Software and software related services	$	53		$	10	$	108		$	36
Professional services	58			32		130			118
Hardware and other	10			10		(2		)	22
Operating expenses:
Sales and marketing	245			568		504			1,210
Product development	(51		)	173		221			354
General and administrative	764			1,105		1,726			2,256
Total share-based compensation expense	$	1,079		$	1,898	$	2,687		$	3,996

NOTE 9 — RESTRUCTURING COSTS

During the six months ended March 31, 2015, we continued execution of a management approved restructuring plan to consolidate certain identified excess facilities, relocate positions to lower cost geographies and eliminate certain employee positions. We expect to incur additional costs through the end of fiscal 2015 related to this plan. During fiscal 2014, our management approved a restructuring plan to more properly align our headcount with our projected future revenue streams at certain locations and business units.

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Our restructuring liability at March 31, 2015 and the changes in our restructuring liabilities for the six months then ended were as follows (in thousands):



	Balance at September 30, 2014		New Charges		Payments			Adjustments			Balance at March 31, 2015


Facility consolidations	$	4,470	$	3,801	$	(820	)	$	(38	)	$	7,413
Employee severance, benefits and related costs	1,052		5,571		(2,589		)	(61		)	3,973
Total	$	5,522	$	9,372	$	(3,409	)	$	(99	)	$	11,386

Our restructuring liability at March 31, 2014 and the changes in our restructuring liabilities for the six months then ended were as follows (in thousands):



	Balance at September 30, 2013		New Charges			Payments			Adjustments			Balance at March 31, 2014


Facility consolidations	$	7,825	$	(324	)	$	(2,490	)	$	32		$	5,043
Employee severance, benefits and related costs	916		1,936			(1,172		)	(1		)	1,679
Total	$	8,741	$	1,612		$	(3,662	)	$	31		$	6,722

All restructuring charges were recorded in “Restructuring costs” in our unaudited condensed consolidated statements of comprehensive loss.

NOTE 10 — RELATED PARTY TRANSACTIONS

Our Audit Committee charter specifies that the Audit Committee of our Board of Directors is responsible for reviewing and approving all related party transactions. All related party transactions have been approved in accordance with this charter.

We use various methods to identify potential related party transactions, including an annual “conflict of interest” survey pursuant to which employees that report to our Chief Executive Officer or the Chief Financial Officer, generally, vice presidents and above, identify transactions in which they have an interest as well as certain personal and business relationships. Similarly, directors and officers annually complete a questionnaire in which they also identify transactions that may be required to be disclosed under Item 404(a) of Regulation S-K, as well as certain personal and business relationships. Information regarding a person's affiliations and relationships is tracked internally to aid in the identification of potential related party transactions on a real-time basis as they arise throughout the year. Identified transactions are reviewed by management, including by internal legal counsel, and, as necessary, approved, by management. In addition, pursuant to our code of conduct, employees, directors and officers have an affirmative obligation to disclose any potential conflicts of interest. To the extent any transactions are identified that may be required to be disclosed pursuant to Item 404(a) of Regulation S-K, in our financial statements or otherwise, such transactions would be presented to the Audit Committee for approval. Finally, we have a single stockholder, so any material transactions between the Company and such stockholder would be reviewed by the Audit Committee.

In May 2011, we entered into a Services Agreement with the beneficial owner of all of our capital stock, Apax Partners, L.P. ("Apax"), which provides for an aggregate annual advisory fee of approximately $2 million to be paid in quarterly installments. During the three months ended March 31, 2015 and 2014, we recorded expense related to the advisory fee of approximately $0.5 million and $0.5 million, respectively, in our general and administrative expenses in the accompanying unaudited condensed consolidated statements of comprehensive loss. During the six months ended March 31, 2015 and 2014, we recorded expense related to the advisory fee of approximately $1.0 million and $1.0 million, respectively, in our general and administrative expenses in the accompanying unaudited condensed consolidated statements of comprehensive loss.

During fiscal 2012, we received $2.2 million in loans from an affiliate, Eagle Topco. The loans were related to cash received from our employees and directors in connection with the restricted partnership unit plan. In September 2014 and October 2013, we increased the balance of the loans recorded on our unaudited condensed consolidated balance sheet by $0.4 million and $0.5 million, respectively, to record the change in value of Series B Units in Eagle Topco. As of March 31, 2015, we have repaid $1.8 million of the loans. At March 31, 2015, the balance of the loans was $1.3 million. The loans are included

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in loan from affiliate in the accompanying unaudited condensed consolidated balance sheets as of March 31, 2015 and September 30, 2014.

Parent Company PIK Toggle Notes

In addition to our debt discussed in Note 4 - Debt, our indirect parent company, EGL Midco, has issued the Midco Notes in the principal amount of $400 million. During the six months ended March 31, 2015 and 2014, we paid dividends of $18.5 million and $18.0 million in December 2013 and December 2014, respectively, to EGL Midco to fund EGL Midco's December 2013 and December 2014 interest payments on the Midco Notes. See Note 4 - Debt for further information regarding the Midco Notes.

NOTE 11 — SEGMENT REPORTING

We are a leading global provider of enterprise application software and services focused on small and mid-sized companies and the divisions and subsidiaries of Global 1000 enterprises. We specialize in and target three application software segments: ERP, Retail Solutions and Retail Distribution, which we consider our segments for reporting purposes. As our Chief Operating Decision Maker, our Chief Executive Officer reviews discrete financial information for our operating segments, which include three ERP geographical units. We aggregate our ERP Americas, ERP EMEA and ERP APAC operating segments into one ERP reportable segment because the various geographical units have similar economic characteristics. These segments are determined in accordance with how our management views and evaluates our business and based on the criteria as outlined in authoritative accounting guidance regarding segments under GAAP. We believe these segments accurately reflect the manner in which our management views and evaluates the business.

Because these segments reflect the manner in which our management views our business, they necessarily involve judgments that our management believes are reasonable in light of the circumstances under which they are made. These judgments may change over time or may be modified to reflect new facts or circumstances. Segments may also be changed or modified to reflect technologies and applications that are newly created, change over time, or evolve based on business conditions, each of which may result in reassessing specific segments and the elements included within each of those segments. Future events, including changes in our senior management, may affect the manner in which we present segments in the future.

Description of the businesses served by our reportable segments:

•

ERP segment - Our ERP segment provides (1) distribution solutions designed to meet the expanding requirement to support a demand driven supply network by increasing focus on the customer and providing a more seamless order-to-shipment cycle for a wide range of vertical markets including electrical supply, plumbing, medical supply, heating and air conditioning, tile, industrial machinery and equipment, industrial supplies, building supplies, fluid power, janitorial and sanitation, medical, value-added fulfillment, redistribution and general distribution; (2) manufacturing solutions designed for discrete, process and mixed-mode manufacturers with batch, lean and “to-order” manufacturing in a range of verticals including industrial machinery, instrumentation and controls, medical devices, rubber and plastics, food and beverage, aerospace and defense, electronics and high tech, and automotive; and (3) financial management and professional services solutions designed to provide the project accounting, time and expense management, and financial analytics and reporting necessary to support the complex requirements of serviced-based companies in the business services, consulting, financial services, not-for-profit and technology services sectors.

•

Retail Solutions segment - Our Retail Solutions segment supports both (1) distributed retail environments that require comprehensive omni-channel retail solutions including POS store operations, mobility, cross-channel order management, customer relationship management ("CRM"), loyalty management, merchandising, planning and assortment planning, business intelligence and audit and operations management capabilities and (2) retailers seeking to leverage the cloud and on-demand computing with our subscription based Epicor Retail SaaS offering that includes a preconfigured, full suite retail solution, the infrastructure for the host and store hardware, ongoing solution updates, monitoring, maintenance and support. Retailers can also choose a hosted option that provides a licensed, customizable solution with complete delivery, management, and support of the infrastructure and applications in the cloud. Our Retail Solutions segment caters to the general merchandise, specialty retail, apparel and footwear, sporting goods and department store verticals.


•	Retail Distribution segment - Our Retail Distribution segment supports small to mid-sized, independent or affiliated retailers that require integrated POS and ERP offerings. Customers in this segment are primarily independent hardware retailers, lumber and home centers, lawn and garden centers, farm and agriculture retailers, retail

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pharmacies, sporting goods, and other specialty retailers. Our Retail Distribution segment also supports customers involved in the manufacture, distribution, sale and installation of new and remanufactured parts used in the maintenance and repair of automobiles and light trucks primarily in North America.

Segment Revenue and Contribution Margin

The results of the reportable segments are derived directly from our management reporting system. The results are based on our method of internal reporting using segment contribution margin as a measure of operating performance and are not necessarily in conformity with GAAP. Our management measures the performance of each segment based on several metrics, including contribution margin as defined below, which is not a financial measure calculated in accordance with GAAP. Asset data is not reviewed by our management at the segment level and therefore is not included.

Segment contribution margin includes all segment revenues less the related cost of sales, direct marketing, sales, and product development expenses as well as certain general and administrative expenses, including bad debt expenses and direct legal costs. A significant portion of each segment’s expenses arises from shared services and centrally managed infrastructure support costs that we allocate to the segments to determine segment contribution margin. These expenses primarily include information technology services, facilities, and telecommunications costs.

Certain operating expenses are not allocated to segments because they are separately managed at the corporate level. These unallocated costs include marketing costs (other than direct marketing), general and administrative costs such as human resources, finance and accounting, share-based compensation expense, depreciation and amortization of intangible assets, acquisition-related costs, restructuring costs, interest expense, and other income (expense).

There are significant judgments that our management makes with respect to the direct and indirect allocation of costs that may affect the calculation of contribution margin. While our management believes these and other related judgments are reasonable and appropriate, others could assess such matters in ways different than our management.

The exclusion of costs not considered directly allocable to individual business segments results in contribution margin not taking into account substantial costs of doing business. We use contribution margin, in part, to evaluate the performance of, and allocate resources to, each of the segments. While our management may consider contribution margin to be an important measure of comparative operating performance, this measure should be considered in addition to, but not as a substitute for, net income (loss), cash flow and other measures of financial performance prepared in accordance with GAAP that are otherwise presented in our financial statements. In addition, our calculation of contribution margin may be different from the calculation used by other companies and, therefore, comparability may be affected.

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Reportable segment revenue by category is as follows (in thousands):



	Three Months Ended				Six Months Ended
	March 31, 2015		March 31, 2014		March 31, 2015		March 31, 2014
ERP revenues:
Software and software related services:
Software license	$	19,101	$	22,259	$	42,407	$	51,443
Software and cloud subscriptions	6,522		5,295		12,570		10,669
Software support	77,786		77,733		156,191		154,048
Total software and software related services	103,409		105,287		211,168		216,160
Professional services	38,809		40,309		77,444		79,345
Hardware and other	3,451		4,193		7,295		8,855
Total ERP revenues	145,669		149,789		295,907		304,360

Retail Solutions revenues:
Software and software related services:
Software license	5,892		3,470		8,415		5,866
Software and cloud subscriptions	3,276		2,091		5,725		4,222
Software support	10,151		10,460		21,043		21,070
Total software and software related services	19,319		16,021		35,183		31,158
Professional services	12,184		11,060		24,453		21,839
Hardware and other	5,284		5,100		10,189		11,763
Total Retail Solutions revenues	36,787		32,181		69,825		64,760

Retail Distribution revenues:
Software and software related services:
Software license	6,000		6,559		13,314		12,383
Software and cloud subscriptions	14,737		13,954		29,658		27,729
Software support	19,607		19,390		39,204		38,823
Total software and software related services	40,344		39,903		82,176		78,935
Professional services	7,733		7,919		15,490		14,408
Hardware and other	11,249		12,961		22,277		25,300
Total Retail Distribution revenues	59,326		60,783		119,943		118,643



Total revenues:
Software and software related services:
Software license	30,993		32,288		64,136		69,692
Software and cloud subscriptions	24,535		21,340		47,953		42,620
Software support	107,544		107,583		216,438		213,941
Total software and software related services	163,072		161,211		328,527		326,253
Professional services	58,726		59,288		117,387		115,592
Hardware and other	19,984		22,254		39,761		45,918
Total revenues	$	241,782	$	242,753	$	485,675	$	487,763

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Reportable segment contribution margin is as follows (in thousands):



	Three Months Ended				Six Months Ended
	March 31, 2015		March 31, 2014		March 31, 2015		March 31, 2014
ERP	$	53,680	$	50,258	$	104,903	$	100,953
Retail Solutions	9,793		9,023		18,068		16,911
Retail Distribution	22,832		21,426		44,431		39,155
Total segment contribution margin	$	86,305	$	80,707	$	167,402	$	157,019

The reconciliation of total segment contribution margin to our loss before income taxes is as follows (in thousands):



	Three Months Ended						Six Months Ended
	March 31, 2015			March 31, 2014			March 31, 2015			March 31, 2014
Total segment contribution margin	$	86,305		$	80,707		$	167,402		$	157,019
Corporate and unallocated costs	(19,230		)	(16,596		)	(38,670		)	(38,160		)
Share-based compensation expense	(1,079		)	(1,898		)	(2,687		)	(3,996		)
Depreciation and amortization	(43,144		)	(42,167		)	(86,122		)	(83,024		)
Acquisition-related costs	(2,125		)	(2,064		)	(4,552		)	(3,968		)
Restructuring costs	(4,012		)	(1,497		)	(9,372		)	(1,612		)
Interest expense	(20,789		)	(21,632		)	(42,108		)	(44,417		)
Other expense, net	(2,044		)	(1,276		)	(1,762		)	(247		)
Loss before income taxes	$	(6,118	)	$	(6,423	)	$	(17,871	)	$	(18,405	)

NOTE 12 — COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, we are involved in various claims and legal proceedings. Quarterly, we review the status of each significant matter and assess our potential financial exposure. For legal and other contingencies, we accrue a liability for an estimated loss if the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated. If the potential loss is material and considered reasonably possible of occurring, we disclose such matters in the footnotes to the financial statements. Significant judgment is required in both the determination of probability and the determination as to whether the amount of an exposure is reasonably estimable. Because of uncertainties related to these matters, accruals are based only on the best information available at the time the accruals are made. As additional information becomes available, we reassess the potential liability related to our pending claims and litigation and may revise our estimates. Such revisions in the estimates of the potential liabilities could have a material impact on our results of operations and financial position.

We have recorded liabilities for all legal exposures which we believe are probable and estimable. While the outcome of our legal proceedings cannot be predicted with certainty, we do not believe that any of our current legal proceedings, individually or in the aggregate, will result in any additional material losses.

NOTE 13 - ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents a summary of activity in accumulated other comprehensive loss for the six months ended March 31, 2015 (in thousands):



	Foreign currency translation adjustments			Unrealized loss on cash flow hedge, net of tax			Net unrealized loss on post-retirement benefit plans			Total
Balance at September 30, 2014	$	(20,014	)	$	(1,569	)	$	(1,290	)	$	(22,873	)
Unrealized loss on cash flow hedge, before tax	—			(3		)	—			(3		)
Tax benefit of unrealized loss on cash flow hedge	—			1			—			1
Realized loss on cash flow hedge reclassified into interest expense, before tax	—			1,455			—			1,455
Tax benefit of loss on cash flow hedge reclassified into income tax expense (benefit)	—			(564		)	—			(564		)
Unrealized gain on pension plan liabilities (1)	—			—			82			82
Change in foreign currency translation adjustments (1)	(15,388		)	—			—			(15,388		)
Total other comprehensive income (loss)	(15,388		)	889			82			(14,417		)
Balance at March 31, 2015	$	(35,402	)	$	(680	)	$	(1,208	)	$	(37,290	)

(1) During the six months ended March 31, 2015, there was no tax effect of the unrealized loss on pension plan liabilities because there is a full valuation allowance on the related deferred tax asset. We have asserted that earnings of our international subsidiaries have been indefinitely reinvested, and as such, no tax effect has been recorded for our foreign currency translation adjustment.

The following table presents a summary of activity in accumulated other comprehensive loss for the six months ended March 31, 2014 (in thousands):



	Foreign currency translation adjustments			Unrealized loss on cash flow hedge, net of tax			Net unrealized loss on post-retirement benefit plans			Total
Balance at September 30, 2013	$	(8,742	)	$	(3,251	)	$	(852	)	$	(12,845	)
Unrealized loss on cash flow hedge, before tax	—			(496		)	—			(496		)
Tax benefit of unrealized loss on cash flow hedge	—			214			—			214
Realized loss on cash flow hedge reclassified into interest expense, before tax	—			1,857			—			1,857
Tax benefit of loss on cash flow hedge reclassified into income tax expense (benefit)	—			(814		)	—			(814		)
Unrealized gain on pension plan liabilities (1)	—			—			337			337
Change in foreign currency translation adjustments (1)	(10,139		)	—			—			(10,139		)
Total other comprehensive income (loss)	(10,139		)	761			337			(9,041		)
Balance at March 31, 2014	$	(18,881	)	$	(2,490	)	$	(515	)	$	(21,886	)

(1) During the six months ended March 31, 2014, there was no tax effect of the unrealized gain on pension plan liabilities because there is a full valuation allowance on the related deferred tax asset. We have asserted that earnings of our international subsidiaries have been indefinitely reinvested, and as such, no tax effect has been recorded for our foreign currency translation adjustment.

During the six months ended March 31, 2015 and 2014, we reclassified realized losses on our cash flow hedge into interest expense upon paying our quarterly swap payments, resulting in increased interest expense of $1.5 million and $1.9 million for the six months ended March 31, 2015 and 2014, respectively. During the six months ended March 31, 2015 and 2014, we also reclassified the realized tax benefit of the swap payments into income tax expense (benefit), which decreased our income tax expense by $0.6 million and $0.8 million, for the six months ended March 31, 2015 and 2014, respectively.

NOTE 14 — GUARANTOR CONSOLIDATION

The 2011 Credit Agreement and the Senior Notes are guaranteed by our existing, material 100% owned domestic subsidiaries (collectively, the “Guarantors”). Our other subsidiaries (collectively, the “Non-Guarantors”) are not guarantors of the 2011 Credit Agreement and the Senior Notes. The following tables set forth financial information of the Guarantors and Non-Guarantors for the unaudited condensed consolidating balance sheets as of March 31, 2015 and September 30, 2014, the unaudited condensed consolidating statements of comprehensive income (loss) for the three and six months ended March 31,

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2015 and 2014, and the unaudited condensed consolidating statements of cash flows for the six months ended March 31, 2015 and 2014.

The information is presented using the equity method of accounting along with elimination entries necessary to reconcile to the condensed consolidated financial statements.

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Epicor Software Corporation

Condensed Consolidating Balance Sheet

(Unaudited)



	As of March 31, 2015
	Guarantor
(in thousands)	Principal Operations		Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS:
Current assets:
Cash and cash equivalents	$	50,553	$	11,610		$	71,026		$	—		$	133,189
Accounts receivable, net	61,271		5,179			53,129			—			119,579
Inventories, net	2,406		385			1,036			—			3,827
Deferred tax assets	17,922		2,119			3,923			—			23,964
Prepaid expenses and other current assets	11,552		1,308			20,761			—			33,621
Total current assets	143,704		20,601			149,875			—			314,180
Property and equipment, net	31,183		937			14,772			—			46,892
Intangible assets, net	448,229		17,308			77,725			—			543,262
Goodwill	789,241		96,661			414,168			—			1,300,070
Deferred financing costs	20,826		—			—			—			20,826
Other assets	658,025		209,111			(63,383		)	(788,519		)	15,234
Total assets	$	2,091,208	$	344,618		$	593,157		$	(788,519	)	$	2,240,464
LIABILITIES AND STOCKHOLDER’S EQUITY:
Current liabilities:
Accounts payable	$	18,548	$	687		$	6,561		$	—		$	25,796
Payroll related accruals	27,496		2,818			12,376			—			42,690
Deferred revenue	96,192		5,143			62,400			—			163,735
Current portion of long-term debt	200		—			—			—			200
Accrued interest payable	16,711		—			—			—			16,711
Accrued expenses and other current liabilities	22,332		4,605			25,709			—			52,646
Total current liabilities	181,479		13,253			107,046			—			301,778
Long-term debt, net of unamortized discount	1,273,487		—			—			—			1,273,487
Deferred income tax liabilities	179,728		(813		)	25,506			—			204,421
Loan from affiliate	1,346		—			—			—			1,346
Other liabilities	36,840		728			3,536			—			41,104
Total liabilities	1,672,880		13,168			136,088			—			1,822,136
Total stockholder’s equity	418,328		331,450			457,069			(788,519		)	418,328
Total liabilities and stockholder’s equity	$	2,091,208	$	344,618		$	593,157		$	(788,519	)	$	2,240,464

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Epicor Software Corporation

Condensed Consolidating Balance Sheet



	As of September 30, 2014
	Guarantor
(in thousands)	Principal Operations		Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS:
Current assets:
Cash and cash equivalents	$	50,657	$	6,357		$	73,345		$	—		$	130,359
Accounts receivable, net	70,414		4,947			52,411			—			127,772
Inventories, net	2,555		745			888			—			4,188
Deferred tax assets	2,149		615			3,852			—			6,616
Income tax receivable	7,256		—			348			—			7,604
Prepaid expenses and other current assets	10,390		841			22,094			—			33,325
Total current assets	143,421		13,505			152,938			—			309,864
Property and equipment, net	33,957		1,147			14,372			—			49,476
Intangible assets, net	500,358		1,336			93,411			—			595,105
Goodwill	782,525		74,291			431,212			—			1,288,028
Deferred financing costs	23,607		—			—			—			23,607
Other assets	652,673		215,402			(73,516		)	(776,043		)	18,516
Total assets	$	2,136,541	$	305,681		$	618,417		$	(776,043	)	$	2,284,596
LIABILITIES AND STOCKHOLDER’S EQUITY:
Current liabilities:
Accounts payable	$	20,841	$	1,096		$	6,041		$	—		$	27,978
Payroll related accruals	32,720		1,063			17,201			—			50,984
Deferred revenue	93,179		3,018			58,603			—			154,800
Current portion of long-term debt	5,200		—			—			—			5,200
Accrued interest payable	16,711		—			—			—			16,711
Accrued expenses and other current liabilities	23,168		3,951			23,987			—			51,106
Total current liabilities	191,819		9,128			105,832			—			306,779
Long-term debt, net of unamortized discount	1,272,727		—			—			—			1,272,727
Deferred income tax liabilities	179,728		(887		)	29,142			—			207,983
Loan from affiliate	1,346		—			—			—			1,346
Other liabilities	33,032		106			4,734			—			37,872
Total liabilities	1,678,652		8,347			139,708			—			1,826,707
Total stockholder’s equity	457,889		297,334			478,709			(776,043		)	457,889
Total liabilities and stockholder’s equity	$	2,136,541	$	305,681		$	618,417		$	(776,043	)	$	2,284,596

Table of Contents

Epicor Software Corporation

Condensed Consolidating Statement of Comprehensive Loss

(Unaudited)



Three Months Ended March 31, 2015
	Guarantor
(in thousands)	Principal Operations			Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Total revenues	$	159,818		$	11,586		$	70,378		$	—		$	241,782
Operating expenses:
Total cost of revenues	58,895			7,289			28,049			—			94,233
Sales and marketing	24,240			3,161			11,695			—			39,096
Product development	12,392			2,724			9,259			—			24,375
General and administrative	14,301			426			3,355			—			18,082
Depreciation and amortization	34,687			866			7,591			—			43,144
Acquisition-related costs	1,978			25			122			—			2,125
Restructuring costs	2,993			89			930			—			4,012
Total operating expenses	149,486			14,580			61,001			—			225,067
Operating income (loss)	10,332			(2,994		)	9,377			—			16,715
Interest expense	(20,921		)	—			132			—			(20,789		)
Equity in earnings of subsidiaries	2,665			1,598			—			(4,263		)	—
Other expense, net	(1,147		)	—			(897		)	—			(2,044		)
Income (loss) before income taxes	(9,071		)	(1,396		)	8,612			(4,263		)	(6,118		)
Income tax expense (benefit)	(5,565		)	(249		)	3,202			—			(2,612		)
Net income (loss)	(3,506		)	(1,147		)	5,410			(4,263		)	(3,506		)
Other comprehensive loss	(9,784		)	(6,048		)	(10,247		)	16,295			(9,784		)
Total comprehensive loss	$	(13,290	)	$	(7,195	)	$	(4,837	)	$	12,032		$	(13,290	)

Table of Contents

Epicor Software Corporation

Condensed Consolidating Statement of Comprehensive Loss

(Unaudited)



Three Months Ended March 31, 2014
	Guarantor
(in thousands)	Principal Operations			Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(Restated)			(Restated)			(Restated)			(Restated)			(Restated)
Total revenues	$	156,249		$	9,028		$	77,476		$	—		$	242,753
Operating expenses:
Total cost of revenues	55,924			5,935			36,108			—			97,967
Sales and marketing	25,696			892			13,800			—			40,388
Product development	13,684			750			12,287			—			26,721
General and administrative	11,536			433			3,495			—			15,464
Depreciation and amortization	34,332			198			7,637			—			42,167
Acquisition-related costs	1,808			—			256			—			2,064
Restructuring costs	660			85			752			—			1,497
Total operating expenses	143,640			8,293			74,335			—			226,268
Operating income	12,609			735			3,141			—			16,485
Interest expense	(21,543		)	(1		)	(88		)	—			(21,632		)
Equity in earnings (loss) of subsidiaries	2,092			(1,992		)	—			(100		)	—
Other expense, net	(186		)	(2		)	(1,088		)	—			(1,276		)
Income (loss) before income taxes	(7,028		)	(1,260		)	1,965			(100		)	(6,423		)
Income tax expense (benefit)	(2,310		)	215			390			—			(1,705		)
Net income (loss)	(4,718		)	(1,475		)	1,575			(100		)	(4,718		)
Other comprehensive loss	(4,398		)	(3,029		)	(5,226		)	8,255			(4,398		)
Total comprehensive loss	$	(9,116	)	$	(4,504	)	$	(3,651	)	$	8,155		$	(9,116	)

Table of Contents

Epicor Software Corporation

Condensed Consolidating Statement of Comprehensive Loss

(Unaudited)



Six Months Ended March 31, 2015
	Guarantor
(in thousands)	Principal Operations			Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated

Total revenues	$	332,307		$	20,777		$	132,591		$	—	$	485,675
Operating expenses:
Total cost of revenues	122,942			13,333			55,372			—		191,647
Sales and marketing	50,490			4,533			26,260			—		81,283
Product development	25,367			3,773			20,010			—		49,150
General and administrative	28,801			832			7,917			—		37,550
Depreciation and amortization	69,455			1,297			15,370			—		86,122
Acquisition-related costs	4,279			33			240			—		4,552
Restructuring costs	6,858			98			2,416			—		9,372
Total operating expenses	308,192			23,899			127,585			—		459,676
Operating income (loss)	24,115			(3,122		)	5,006			—		25,999
Interest expense	(41,938		)	—			(170		)	—		(42,108		)
Equity in earnings (loss) of subsidiaries	(5,480		)	1,783			—			3,697		—
Other income (expense), net	1,524			—			(3,286		)	—		(1,762		)
Income (loss) before income taxes	(21,779		)	(1,339		)	1,550			3,697		(17,871		)
Income tax expense (benefit)	(11,948		)	(222		)	4,130			—		(8,040		)
Net loss	(9,831		)	(1,117		)	(2,580		)	3,697		(9,831		)
Other comprehensive loss	(14,417		)	(9,142		)	(15,447		)	24,589		(14,417		)
Total comprehensive loss	$	(24,248	)	$	(10,259	)	$	(18,027	)	$	28,286	$	(24,248	)

Table of Contents

Epicor Software Corporation

Condensed Consolidating Statement of Comprehensive Income (Loss)

(Unaudited)



Six Months Ended March 31, 2014
	Guarantor
(in thousands)	Principal Operations		Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
	(Restated)		(Restated)		(Restated)		(Restated)		(Restated)
Total revenues	$	307,837	$	19,495	$	160,431	$	—	$	487,763
Operating expenses:
Total cost of revenues	116,002		13,049		68,532		—		197,583
Sales and marketing	52,697		1,850		28,893		—		83,440
Product development	28,296		1,510		24,686		—		54,492
General and administrative	27,340		586		9,459		—		37,385
Depreciation and amortization	66,860		409		15,755		—		83,024
Acquisition-related costs	3,492		—		476		—		3,968
Restructuring costs	1,174		85		353		—		1,612
Total operating expenses	295,861		17,489		148,154		—		461,504
Operating income	11,976

Epicor Software Corp 10-Q