UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

R QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the ~~quarterly~~transition period ~~ended~~from ~~December 31, 2010~~ to

£ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 333-49389

Activant Solutions Inc.

(Exact name of registrant as specified in its charter)



Delaware		94-2160013
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

7683 Southfront Road
Livermore, CA		94551
(Address of principal executive offices)		(Zip Code)

(925) 449-0606

(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 R Although Activant Solutions Inc. is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act, the company has filed all Exchange Act reports for 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o Activant Solutions Inc. is not currently required to submit and post Interactive Data Files pursuant to Rule 405 of Regulation S-T.

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. (Check one):

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at April 28, 2011		~~February 9, 2011~~
Common Stock, par value $0.01 per share		10 shares		~~shares~~

ACTIVANT SOLUTIONS INC.

REPORT ON FORM 10-Q

FOR THE QUARTER ENDED ~~DECEMBER~~MARCH 31, ~~2010~~2011

INDEX

	Page
Forward-Looking Statements	2
PART I — FINANCIAL INFORMATION	3
Item 1. Financial Statements (Unaudited)	3
Item 1. Financial Statements	3
Condensed Consolidated Balance Sheets as of December 31, 2010 and September 30, 2010	3
Condensed Consolidated Balance Sheets as of March 31, 2011 and September 30, 2010 (Unaudited)	3
Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended December 31, 2010 and 2009	4
Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Six Months Ended March 31, 2011 and 2010 (Unaudited)	4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2010 and 2009	5
Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2011 and 2010 (Unaudited)	5
Notes to Condensed Consolidated Financial Statements	6
Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2426
Item 3. Quantitative and Qualitative Disclosures About Market Risk	3844
Item 4. Controls and Procedures	3944
PART II — OTHER INFORMATION	4045
Item 1. Legal Proceedings	4045
Item 1A. Risk Factors	4045
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	4046
Item 3. Defaults Upon Senior Securities	4046
Item 4. Removed and Reserved	4046
Item 5. Other Information	4046
Item 6. Exhibits	4046
SIGNATURE	4147
EXHIBIT INDEX	4248
EX-31.1
EX-31.2
EX-32.1
EX-32.2

FORWARD-LOOKING STATEMENTS

This report on Form 10-Q includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to safe harbors under the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In particular, statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance contained in this report under “Part I, Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. We have based these forward-looking statements on our current expectations about future events. While we believe these expectations are reasonable, these forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. Our actual results may differ materially from those suggested by these forward-looking statements for various reasons, including those discussed in this report under “Part I, Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Part II, Item 1A — Risk Factors” and under “Part I, Item 1A — Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended September 30, 2010.

Some of the key factors that could cause actual results to differ from our expectations are:


•	unfavorable general economic and market conditions, including tight credit markets, on our customers and on our business;

• the lasting impacts of the U.S. and global capital, housing and credit markets crisis that occurred in 2008 and 2009;


•	our substantial indebtedness and our ability to incur additional indebtedness;


•	our ability to service our indebtedness;


•	certain covenants in our debt documents, including covenants that require us to satisfy a maximum total leverage ratio and a minimum interest coverage ratio;


•	failure to anticipate or respond to our customers’ needs and requirements;


•	failure to develop new relationships and maintain existing relationships with well-known market participants and/or key customers and/or loss of significant customer revenues;


•	shortage or delays in the receipt of equipment or hardware necessary to develop our business management solutions and systems;


•	failure to maintain adequate financial and management processes and controls;


•	loss of recurring subscription service revenues;


•	failure to integrate and retain our senior management personnel;


•	failure of our Activant Eagle and Vision products to gain acceptance within the automotive parts aftermarket;


•	costs and difficulties of integrating future acquisitions;


•	costs associated with additional restructuring activities;


•	difficulties associated with outsourcing and offshoring;

• the amount of any additional impairment charges, including to goodwill, due to ~~the~~ unfavorable general economic and market conditions;


•	changes in the manner or basis on which we receive third-party information used to maintain our electronic automotive parts and applications catalog;


•	failure by certain of our existing customers to upgrade to our current generation of systems;


•	failure to effectively compete with other technology providers in connection with the sale of our business management solutions;


•	substantial fluctuations in our sales cycles applicable to our systems sales;


•	consolidation trends, attrition, migration to competitors’ products and reductions in support levels among our customers and in the market segments in which we operate;


•	failure to adequately protect our proprietary rights and intellectual property or limitations on the availability of legal or technical means of effecting such protection;


•	claims by third parties that we are infringing on their proprietary rights or other adverse claims;


•	defects or errors in our software or information services;


•	failure to obtain software and information we license from third parties;


•	interruptions of our connectivity applications and our systems;


•	claims for damages against us in the event of a failure of our customers’ system installed by us or failed installation of a system sold by us;


•	fluctuations in the value of foreign currencies;


•	natural disasters, terrorist attacks or other catastrophic events;

• differing interests of debt security holders and our controlling stockholders or investors; ~~and~~


•	uncertainties related to our recently announced merger agreement with affiliates of funds advised by Apax Partners, L.P. and Apax Partners LLP; and


•	the other factors described under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2010.

Given these risks and uncertainties, you are cautioned not to place undue reliance on the forward-looking statements included in this report. The forward-looking statements included in this report are made only as of the date hereof. Except as required by law, we do not undertake and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.

PART I — FINANCIAL INFORMATION

Item 1 — Financial Statements

ACTIVANT SOLUTIONS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share data)	~~December~~March 31, ~~2010~~2011			September 30, 2010
ASSETS:
Current assets:
Cash and cash equivalents	$	6988,~~229~~992		$	74,290
Trade accounts receivable, net of allowance for doubtful accounts of $4,210 at December 31, 2010 and $3,958 at September 30, 2010	30,746			36,200
Trade accounts receivable, net of allowance for doubtful accounts of $3,522 at March 31, 2011 and $3,958 at September 30, 2010	32,781			36,200
Inventories	32,~~323~~278			4,447
Deferred income taxes	65,~~594~~529			3,961
Income taxes receivable	~~1,391~~979			1,441
Prepaid expenses and other current assets	54,~~507~~624			5,018
Total current assets	~~116~~135,~~790~~183			125,357
Property and equipment, net	67,~~504~~652			6,049
Intangible assets, net	~~160~~154,~~944~~597			167,358
Goodwill	541,454			541,454
Deferred financing costs	8,~~702~~091			6,671
Other assets	4,~~967~~900			5,017
Total assets	$	~~839~~851,~~361~~877		$	851,906
LIABILITIES AND STOCKHOLDER’S EQUITY:
Current liabilities:
Accounts payable	$	1614,~~732~~903		$	20,131
Payroll related accruals	1015,~~865~~342			17,229
Deferred revenue	2632,~~700~~598			29,196
Current portion of long-term debt	12,~~605~~293			2,566
Accrued interest payable	59,~~902~~175			8,039
Accrued expenses and other current liabilities	1816,~~691~~692			11,973
Total current liabilities	8091,~~495~~003			89,134
Long-term debt, net of discount	~~495~~494,~~224~~536			496,829
Deferred tax liabilities	5048,~~358~~272			51,136
Other liabilities	9,~~484~~241			17,945
Total liabilities	~~635~~643,~~561~~052			655,044
Commitments and contingencies	—			—
Common Stock:
Par value $0.01, authorized 1,000 shares, 10 shares issued and outstanding at December 31, 2010 and September 30, 2010	—			—
Par value $0.01, authorized 1,000 shares, 10 shares issued and outstanding at March 31, 2011 and September 30, 2010	—			—
Additional paid-in capital	~~262~~263,~~279~~217			261,337
Accumulated deficit	(5250,~~609~~661		)	(56,119		)
Other accumulated comprehensive loss:
Unrealized loss on cash flow hedges	(42,~~382~~529		)	(5,426		)
Cumulative translation adjustment	(1,~~488~~202		)	(2,930		)
Total stockholder’s equity	~~203~~208,~~800~~825			196,862
Total liabilities and stockholder’s equity	$	~~839~~851,~~361~~877		$	851,906

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

ACTIVANT SOLUTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended						Six Months Ended
	December 31,
	March 31,						March 31,
(in thousands)	~~2010~~2011			~~2009~~2010			2011			2010
Revenues:
Systems	$	2830,~~855~~508		$	2734,~~316~~145		$	59,363		$	61,461
Services	6061,~~985~~604			60,~~809~~875			122,589			121,684
Total revenues	8992,~~840~~112			8895,~~125~~020			181,952			183,145
Cost of revenues (exclusive of depreciation and amortization of $5.0 million and $4.4 million for the three months ended December 31, 2010 and 2009, respectively, included in amounts shown separately below):
Cost of revenues (exclusive of depreciation and amortization of $5.0 million, $4.8 million, $10.0 million and $9.2 million for the three months ended March 31, 2011 and 2010 and six months ended March 31, 2011 and 2010, respectively, included in amounts shown separately below):
Systems (Note 6)	1516,~~180~~070			1519,~~016~~093			31,250			34,109
Services (Note 6)	1918,~~925~~738			19,~~460~~910			38,663			39,370
Total cost of revenues	3534,~~105~~808			3439,~~476~~003			69,913			73,479
Gross profit	5457,~~735~~304			5356,~~649~~017			112,039			109,666
Operating expenses:
Sales and marketing (Note 6)	14,~~128~~217			14,~~212~~342			28,345			28,554
Product development (Note 6)	8,~~936~~662			8,~~746~~620			17,598			17,366
General and administrative (Note 6)	96,~~176~~939			6,~~170~~359			16,115			12,529
Depreciation and amortization	109,~~132~~991			910,~~486~~296			20,123			19,782
Restructuring costs	24(3		)	~~906~~1,068			21			1,974
Total operating expenses	4239,~~396~~806			3940,~~520~~685			82,202			80,205
Operating income	1217,~~339~~498			1415,~~129~~332			29,837			29,461
Interest expense	(89,~~473~~313		)	(7,~~919~~784		)	(17,786		)	(15,703		)
Other income, net	110			~~290~~141			220			431
Income from continuing operations before income taxes	38,~~976~~295			67,~~500~~689			12,271			14,189
Income tax expense	~~466~~6,347			2,~~932~~711			6,813			5,643
Income from continuing operations	31,~~510~~948			34,~~568~~978			5,458			8,546
Income from discontinued operations, net of income taxes (Note 9)	—			954
Loss from discontinued operations, net of income taxes (Note 9)	—			(996		)	—			(42		)
Net income	$	31,~~510~~948		$	43,~~522~~982		$	5,458		$	8,504
Comprehensive income:
Net income	$	31,~~510~~948		$	43,~~522~~982		$	5,458		$	8,504
Unrealized gain on cash flow hedges	1,~~044~~853			~~1,186~~367			2,897			1,553
Foreign currency translation adjustment	~~1,442~~286			18(824		)	1,728			(806		)
Comprehensive income	$	54,~~996~~087		$	53,~~726~~525		$	10,083		$	9,251

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements

ACTIVANT SOLUTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended
	Six Months Ended
	December 31,
	March 31,
(in thousands)	~~2010~~2011			~~2009~~2010
Operating activities:
Net income	$	35,~~510~~458		$	48,~~522~~504
Income from discontinued operations, net of income taxes	—			(954		)
Loss from discontinued operations, net of income taxes	—			42
Income from continuing operations	3,510			3,568
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Stock-based compensation expense	~~942~~1,880			~~988~~1,906
Depreciation	1,~~054~~992			12,~~107~~832
Amortization of intangible assets	918,~~078~~131			816,~~379~~950
Amortization of deferred financing costs	~~563~~1,174			~~552~~1,105
Provision for doubtful accounts	~~838~~1,120			~~325~~757
Deferred income taxes	(34,~~411~~432		)	(~~349~~2,506		)
Changes in assets and liabilities:
Trade accounts receivable	42,~~616~~299			~~548~~(2,196		)
Inventories	12,~~124~~169			(~~1,213~~112		)
Prepaid expenses and other assets	~~(389~~973		)	(1,~~790~~133		)
Accounts payable	(35,~~399~~228		)	~~1,670~~(749		)
Deferred revenue	(13,~~999~~524		)	25,~~614~~955
Accrued expenses and other	(~~8,255~~233		)	(10,~~134~~859		)
Net cash provided by operating activities – continuing operations	428,~~272~~827			622,~~265~~762
Net cash used in operating activities – discontinued operations	—			926
Net cash provided by operating activities – discontinued operations	—			2,390
Net cash provided by operating activities	428,~~272~~827			725,~~191~~152
Investing activities:
Purchases of property and equipment	(13,~~509~~595		)	(~~846~~2,246		)
Capitalized computer software and database costs	(25,~~664~~370		)	(25,~~594~~405		)
Net cash used in investing activities – continuing operations	(48,~~173~~965		)	(37,~~440~~651		)
Net cash used in investing activities – discontinued operations	—			(794		)
Net cash used in investing activities	(48,~~173~~965		)	(37,~~447~~745		)
Financing activities:
Payment of deferred financing fees	(2,594		)	$—	—
Payments on long-term debt	(2,566		)	(16,000		)
Net cash used in financing activities	(5,160		)	(16,000		)
Net cash from continuing operations	(514,~~061~~702		)	(~~13,175~~889		)
Net cash from discontinued operations	—			~~919~~2,296
Net change in cash and cash equivalents	(514,~~061~~702		)	~~(12~~1,~~256~~407		)
Cash and cash equivalents, beginning of period	74,290			44,573
Cash and cash equivalents, end of period	$	6988,~~229~~992		$	3245,~~317~~980
Supplemental disclosures of cash flow information
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	1015,~~042~~475		$	914,~~679~~288
Cash paid during the period for income taxes	$	311,~~447~~504		$	614,~~562~~613
Cash received during the period for income taxes	$	(90	)	$	(127	)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

ACTIVANT SOLUTIONS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~December~~March 31, ~~2010~~2011

(UNAUDITED)

NOTE 1 — BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated ~~balance~~financial ~~sheets~~statements asshould ofbe ~~December 31,~~read ~~2010~~in conjunction with our audited consolidated financial statements and notes thereto for the year ended September 30, 2010, included in our annual report on Form 10-K, filed with the Securities and Exchange Commission. In the opinion of our management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of ~~operations~~normal ~~and~~recurring ~~comprehensive~~items, ~~income~~considered ~~and~~necessary ~~cash~~to ~~flows~~present ~~for~~fairly ~~the~~our ~~three~~financial ~~months~~position ~~ended~~at ~~December~~March 31, ~~2010~~2011 and ~~2009~~September ~~represent~~30, ~~our~~2010, ~~financial~~and ~~position,~~the results of our operations for the three and ~~cash~~six ~~flows~~months asended ofMarch 31, 2011 and March 31, 2010 and the cash flows for the ~~periods~~six ~~then~~months ended March 31, 2011 and March 31, 2010. The accompanying financial statements include our accounts and the accounts of our wholly-owned subsidiaries.

Our accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. While our management has based their assumptions and estimates on the facts and circumstances existing at ~~December~~March 31, ~~2010~~ 2011, actual results could differ from those estimates and operating results for the three and six months ended ~~December~~March 31, ~~2010~~ 2011 are not necessarily indicative of the results that may be achieved for the fiscal year ending September 30, 2011. Certain reclassifications have been made to the prior period presentation to conform to the current period presentation.

In the opinion of our management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of the results for the interim periods presented. These 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, 2010, filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2010.

As further discussed in Note 9, in April 2010, we sold our productivity tools business. Accordingly, we have separately classified the results of operations, assets and liabilities, and cash flows of the discontinued operations in the accompanying condensed consolidated financial statements for all the periods presented. Unless otherwise noted, the accompanying disclosures pertain to our continuing operations.

NOTE 2 — RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In October 2009, the Financial Accounting Standards Board (“"FASB”") issued an Accounting ~~Standards~~Standard Update (“"ASU”") that amended the accounting rules addressing revenue recognition for multiple-deliverable revenue arrangements by eliminating the criterion for objective and reliable evidence of fair value for the undelivered products or services. Instead, revenue arrangements with multiple deliverables should be divided into separate units of accounting provided the deliverables meet certain criteria. Additionally, the ASU provided for elimination of the use of the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables based on their relative selling price. A hierarchy for estimating such selling price is included in the update. In order to allocate revenue based on each deliverable's relative selling price, we established the best estimated selling price for each item using a hierarchy of vendor specific objective evidence, third party evidence and estimated selling price (“ESP”). We determined ESP for a product or service by considering multiple factors, including, but not limited to, transaction size, market conditions, competitive landscape, internal costs, gross margin objectives, and pricing practices. We adopted this guidance on a prospective basis on October 1, 2010. For the three and six months ended ~~December~~ March 31, ~~2010~~2011, we have assessed the impact of implementing this guidance and determined it did not have a significant impact on the timing or pattern of revenue recognition. Additionally, we do not believe it will have a significant impact on the timing or pattern of our future revenue recognition.

In October 2009, the FASB also issued an ASU that provides a list of items to consider when determining whether the software and non-software components function together to deliver a product's essential functionality. We adopted this guidance on a prospective basis on October 1, 2010, and therefore applied it to relevant revenue arrangements originating or materially modified on or after that date. For the three and six months ended ~~December~~ March 31, ~~2010~~2011, we have assessed the impact of implementing this guidance and determined it did not have a significant impact on the timing or pattern of revenue recognition. Additionally, we do not believe it will have a significant impact on the timing or pattern of our future revenue recognition.

it will have a significant impact on the timing or pattern of our future revenue recognition.

NOTE 3 — DEBT

Total debt consisted of the following (in thousands):

	December 31, 2010			September 30, 2010
	March 31, 2011			September 30, 2010
Senior secured credit facility due 2013 ("non-extended")	$	97,662		$	320,009
Senior secured credit facility (incremental term loan) due 2013 ("non-extended")	11,704			65,091
Senior secured credit facility due 2016 ("extended")	273,168			—
Senior subordinated notes due 2016	114,295			114,295
Total debt	496,829			499,395
Current portion	(12,~~605~~293		)	(2,566		)
Total long-term debt, net of discount	$	~~495~~494,~~224~~536		$	496,829

Senior Secured Credit Agreement

On November 19, 2010, we amended our senior secured credit agreement (as amended, our “senior secured credit agreement”) to, among other things, extend the maturity date for the repayment of a portion of the term loans outstanding thereunder, extend the date of maturity of the commitments in respect of a portion of our revolving credit facility and provide for additional flexibility in the financial covenant levels. As a result of the amendment, $275.0 million (the “extended term loans”) of the existing term loans entered into under the senior secured credit agreement in 2006 and under the first amendment thereto in 2007 have been extended to mature on February 2, 2016, and $25.5 million (the “extended revolving commitments”) of the existing revolving credit commitments have been extended to mature on May 2, 2013. The existing term loans and the existing revolving credit commitments were formerly set to mature on May 2, 2013 and May 2, 2011, respectively. The term loans that are not extended term loans (the “non-extended term loans”) and the revolving credit commitments that are not extended revolving commitments (the “non-extended revolving commitments”) will have the same maturity dates and pricing as in effect prior to the amendment.

Our senior secured credit agreement provides for (i) a seven-year term loan in the amount of $390.0 million, and (ii) a five-year revolving credit facility that permits loans in an aggregate amount of up to $40.0 million, which includes a $20.0 million letter of credit sublimit and a $20.0 million swing line sublimit. In addition, subject to certain terms and conditions, the senior secured credit agreement provides for one or more uncommitted incremental term loans and/or revolving credit facilities in an aggregate amount not to exceed $75.0 million, of which in August 2007 we borrowed an incremental term loan of the entire $75.0 million. The extended term loans and the portion of non-extended term loans that relate to the original term loan of $390.0 million amortize at 0.25% per quarter with the final balance of the non-extended term loans, $96.8 million, payable on May 2, 2013 and the final balance of the extended term loans, $260.6 million, payable on February 2, 2016. Any prepayments of principal will reduce the quarterly payments due, therefore after consideration of the $2.6 million mandatory payment we made during the ~~three~~six months ended ~~December~~ March 31, ~~2010~~2011 our first quarterly payment will be due in June 2011. The portion of the non-extended term loans that relate to the incremental term loan of $75.0 million will be payable in full on May 2, 2013. The principal amounts outstanding under the non-extended revolving commitments are due and payable in full on May 2, 2011, and amounts outstanding under the extended revolving commitments are due and payable in full on May 2, 2013. As of ~~December~~ March 31, ~~2010~~2011, there were no amounts outstanding under our revolving credit line.

We may be required each year, generally concurrent with the filing of our Annual Report on Form 10-K, to make a mandatory principal prepayment for the preceding fiscal year towards term loans equal to a specified percentage of excess cash flow depending on our actually attained ratio of consolidated total debt to 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 subordinated notes and our senior secured credit facilities), all as defined in the senior secured credit agreement. Any mandatory prepayments due are reduced dollar-for-dollar by any voluntary prepayments made during the year. For the period ended September 30, 2006 and for the years ended September 30, 2007, 2008, 2009 and 2010, we repaid $1.9 million, $25.2 million, $15.8 million, $23.5 million and $13.5 million, respectively, in principal towards the term loans. After consideration of our voluntary prepayments made in fiscal year 2010, we had a remaining mandatory principal repayment due for fiscal year 2010 of approximately $2.6 million. During the ~~three~~six months ended ~~December~~ March 31, ~~2010~~2011, we proceeded with the $2.6 million mandatory payment. Any future excess cash flow- based payments will be dependent upon our attained ratio of consolidated total debt to adjusted EBITDA, upon us generating excess cash flow, and/or upon us making voluntary prepayments, all as defined in the senior secured credit agreement.

In April 2010, we completed the sale of our productivity tools business for approximately $12.0 million in cash. See Note 9 for more information. The senior secured credit agreement requires us to reinvest such cash proceeds in our business within 12 months of receipt and to prepay an aggregate principal amount of term loans equal to the amount of any cash proceeds not so reinvested within such time period in our business. We have reinvested these cash proceeds in our business within such 12-month period.

The capital and credit markets have been experiencing extreme volatility and disruption during the past several years. These market conditions have, to a degree, affected our ability to borrow under our senior secured credit facilities. In September 2008, Lehman Brothers Holdings Inc. (“Lehman Brothers”) and on November 1, 2009, CIT Group Inc. (“CIT”), filed petitions under Chapter 11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy Court for the Southern District of New York. In December 2009, CIT confirmed that it had emerged from bankruptcy. A Lehman Brothers subsidiary, Lehman Commercial Paper Inc. (“Lehman CPI”) and a CIT subsidiary, The CIT Group/Equipment Financing, Inc. (“CIT Financing”), are lenders under our senior secured credit agreement, having provided commitments of $7.0 million and $7.5 million, respectively, under the revolving credit facility, of which no amounts were outstanding as of ~~December~~March 31, ~~2010~~2011. In October 2010, we attempted to draw down on their commitment and CIT Financing participated in our request for funding while Lehman CPI did not. As a result, depending upon whether Lehman CPI will participate in any future requests for funding or whether another lender assumes their commitment, our revolving line of credit is effectively reduced from $40.0 million to $33.0 million.

The borrowings under the senior secured credit agreement bear interest at a rate equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the higher of (1) the prime rate of Deutsche Bank Trust Company Americas, and (2) the federal funds rate plus 0.50%; or (b) a reserve adjusted Eurocurrency rate on deposits for periods of one-, two-, three-, or six-months (or, to the extent agreed to by each applicable lender, nine- or twelve-months or less than one month). The initial applicable margin for the borrowings is:

• under the non-extended term loan, 1.00% with respect to base rate borrowings and 2.00% with respect to Eurocurrency rate borrowings (for a total interest rate of 2.31% as of ~~December~~March 31, ~~2010~~2011);

• under the non-extended incremental term loan, 1.50% with respect to base rate borrowings and 2.50% with respect to Eurocurrency rate borrowings (for a total interest rate of 2.81% as of ~~December~~March 31, ~~2010~~2011);

• under the extended term loan, 3.50% with respect to base rate borrowings and 4.50% with respect to Eurocurrency rate borrowings (for a total interest rate of 4.81% as of ~~December~~March 31, ~~2010~~2011);


•	under the non-extended revolving credit commitments, 1.00% with respect to base rate borrowings and 2.00% with respect to Eurocurrency rate borrowings, which may be reduced subject to our attainment of certain leverage ratios; and


•	under the extended revolving commitments, 3.50% with respect to base rate borrowings and 4.50% with respect to Eurocurrency rate borrowings, which may be reduced subject to our attainment of certain leverage ratios.

In addition and in conjunction with the amendment of the senior secured credit agreement, we were required to pay $2.6 million of deferred financing fees, which are being amortized to interest expense over the remaining term of the respective debt.

In addition to paying interest on outstanding principal under the senior secured credit agreement, we are required to pay a commitment fee to the lenders under the revolving credit facility in respect of the unutilized commitments thereunder. The initial commitment fee rate for both extended revolving commitments and non-extended revolving commitments is 0.50% per annum. The commitment fee rate may be reduced subject to our attaining certain leverage ratios. As of ~~December~~March 31, ~~2010~~2011, our commitment fee was 0.375% per annum. We must also pay customary letter of credit fees for issued and outstanding letters of credit. As of ~~December~~March 31, ~~2010~~2011, we had $0.1 million of letters of credit issued and outstanding.

Substantially all of our assets and those of our subsidiaries are pledged as collateral under the senior secured credit agreement.

Derivative Instruments and Hedging Activities

Our objective in using interest rate swaps is to add stability to interest expense and to manage and reduce the risk inherent in interest rate fluctuations. To accomplish this objective, we primarily use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for our making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. At the time we entered into the senior secured credit agreement, we entered into four interest rate swaps to effectively convert a notional amount of $245.0 million of floating rate debt to fixed rate debt. In November 2007, 2008 and 2009, interest rate swaps with a notional amount of $25.0 million, $30.0 million and $50.0 million, respectively, matured. As of ~~December~~March 31, ~~2010~~2011, we had an outstanding interest rate swap with a notional amount of $140.0 million. As of and for the ~~three~~six months ended March 31, 2011, there is no cumulative ineffectiveness related to this interest rate swap.

We account for this interest rate swap as a cash flow hedge in accordance with relevant authoritative accounting principles. Our outstanding interest swap continues to be an effective hedge. We estimate the fair value of the interest rate swap based on quoted prices and market observable data of similar instruments. If the interest rate swap agreement is terminated prior to maturity, the fair value of the interest rate swap recorded in accumulated other comprehensive income (loss) (“OCI”) may be recognized in the consolidated statements of operations based on an assessment of the agreements at the time of terminations. The realized gains and losses on this instrument are recorded in earnings as adjustments to interest expense. The unrealized gains and losses are recognized in OCI. For the three months ended ~~December~~March 31, 2011 and 2010, ~~there~~we isrecorded noan unrealized gain of $2.9 million ($1.9 million net of tax) and $0.6 million ($0.4 million net of tax), respectively. For the six months ended March 31, 2011 and 2010, we recorded an unrealized gain of $4.6 million ($2.9 million net of tax) and $2.4 million ($1.6 million net of tax), respectively. At March 31, 2011, cumulative ~~ineffectiveness~~net ~~related~~unrealized losses of approximately $4.2 million ($2.5 million net of tax) were recorded in OCI, of which the entire amount is expected to ~~this~~be reclassified to net income within the next twelve months, providing an offsetting economic impact against the underlying transaction. To the extent the interest rate swap is deemed ineffective, a portion of the unrealized gains and losses is recorded in interest expense rather than OCI.

WeThe ~~account~~following ~~for~~table ~~this~~summarizes ~~interest rate swap as a cash flow hedge in accordance with relevant authoritative accounting principles. Our outstanding interest swap continues to be highly effective after considering~~ the ~~amendment~~derivative-related ofactivity, ~~our~~excluding senior secured credit agreement. We estimate the fair value of the interest rate swap based on quoted prices and market observable data of similar instruments. If the interest rate swap agreement is terminated prior to maturitytaxes, ~~the fair value of the interest rate swap recorded~~ in ~~accumulated other comprehensive income (loss) (“~~OCI”) ~~may~~for ~~be recognized in~~ the ~~consolidated~~six statements of operations based on an assessment of the agreements at the time of terminations. The realized gains and losses on this instrument are recorded in earnings as adjustments to interest expense. The unrealized gains and losses are recognized in OCI. For the three months ended ~~December~~March 31, ~~2010~~2011 ~~and 2009, we recorded an unrealized gain of $1.7 million~~ ($1.0 million net of tax) and $1.8 million ($1.2 million net of tax), respectively. At December 31, 2010, cumulative net unrealized losses of approximately $7.1 million ($4.4 million net of tax) were recorded in OCI, of which the entire amount is expected to be reclassified to net income within the next twelve months, providing an offsetting economic impact against the underlying transaction. To the extent the interest rate swap is deemed ineffective, a portion of the unrealized gains and losses is recorded in interest expense rather than OCI.thousands):

The following table summarizes the derivative-related activity, excluding taxes, in OCI for the three months ended December 31, 2010 (in thousands):



Unrealized loss in OCI at beginning of period	$	(8,850	)
Net increase in fair value	4,618
Unrealized loss in OCI at end of period	$	(4,232	)

Unrealized loss in OCI at beginning of period	$	(8,850	)
Net increase in fair value	1,701
Unrealized loss in OCI at end of period	$	(7,149	)

The following tables summarize the fair value and realized and unrealized losses of the interest rate swaps as of and for the six months ended March 31, 2011 (in thousands):

The following tables summarize the fair value and realized and unrealized losses of the interest rate swaps as of and for the three months ended December 31, 2010 (in thousands):

Fair Value of Derivative Instruments

Derivative Assets

Derivative Liabilities

Notional Amount

Location in the Condensed Consolidated Balance Sheet

Fair Value

Location in the Condensed Consolidated Balance Sheet

Fair Value

Interest rate swap due November 2011

140,000

Other assets

—

Accrued expenses and other current liabilities

(4,232

)

Fair Value of Derivative Instruments

Effect of Derivative Instruments on Condensed Consolidated Statements of Operations and OCI

Derivative Assets

Derivative Liabilities

Loss recognized in earnings (1)

Gain recognized in OCI

Gain/(Loss) reclassified from OCI into earnings (2)

Notional Amount

Location in the Condensed Consolidated Balance Sheet

Fair Value

Location in the Condensed Consolidated Balance Sheet

Fair Value

Location

Amount

Location

Amount

Interest rate swap due November 2011

140,000

Other assets

—

Accrued expenses and other current liabilities

(7,149

)

Interest rate swap

Interest Expense

(3,607

)

4,618

Interest Expense

—

Effect of Derivative Instruments on Condensed Consolidated Statements of Operations and OCI

Loss recognized in earnings (1)

Gain recognized in OCI

Gain/(Loss) reclassified from OCI into earnings (2)

Location

Amount

Location

Amount

Interest rate swap

Interest Expense

(1,821

)

1,701

Interest Expense

—

____________________________________


(1)	Includes amounts related to periodic settlements required under our derivative contracts.


(2)	Represents ineffectiveness related to the interest rate swaps.

Senior Subordinated Notes due 2016

We also issued $175.0 million aggregate principal amount of 9.5% senior subordinated notes due May 2, 2016. The notes were issued in a private transaction that was not subject to the registration requirements of the Securities Act. The notes subsequently were exchanged for substantially identical notes registered with the SEC, pursuant to a registration rights agreement entered into in connection with the indenture under which these notes were issued.

During fiscal year 2009, we repurchased approximately $60.7 million in face value of our senior subordinated notes in open market transactions for an aggregate purchase price of approximately $41.1 million (including accrued interest of $1.3 million). In connection with the debt repurchase, we wrote off deferred financing costs and other transaction fees of $1.9 million. As a result of these repurchases we recorded a gain on retirement of debt in the amount of $19.0 million. Pursuant to the American Recovery and Reinvestment Act of 2009, we have elected to defer payment of the income taxes associated with these gains until they are paid ratably from 2014 to 2018. The repurchased notes have been retired. As ~~There~~a ~~were~~result ~~no repurchases~~ of ~~notes~~these ~~during~~repurchases, ~~the~~senior ~~three~~subordinated

~~months ended December 31, 2010 and 2009. As a result of these repurchases, senior subordinated~~ notes representing $114.3 million in principal amount were outstanding as of ~~December~~March 31, 2011. There were no repurchases of notes during the six months ended March 31, 2011 and 2010.

Each of our domestic subsidiaries, as primary obligors and not as sureties, jointly and severally, irrevocably and unconditionally guarantees, on an unsecured senior subordinated basis, the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all of our obligations under the indenture and the notes. The notes are our unsecured senior subordinated obligations and are subordinated in right of payment to all of our existing and future senior indebtedness (including the senior secured credit agreement), are effectively subordinated to all of our secured indebtedness (including the senior secured credit agreement) and are senior in right of payment to all of our existing and future subordinated indebtedness.

The indenture governing our senior subordinated notes limits our (and most of our subsidiaries') ability to:


•	incur additional indebtedness;


•	pay dividends on or make other distributions or repurchase our capital stock;


•	make certain investments;


•	enter into certain types of transactions with affiliates;


•	use assets as security in other transactions; and


•	sell certain assets or merge with or into other companies.

The terms of the senior secured credit agreement and the indenture governing the senior subordinated notes restrict certain activities by us, the most significant of which include limitations on additional indebtedness, liens, guarantees, payment or declaration of dividends, sale of assets and transactions with affiliates. In addition, the senior secured credit agreement requires us to maintain a maximum total leverage ratio and a minimum interest coverage ratio. The senior secured credit agreement and the indenture also contain certain customary affirmative covenants and events of default. At ~~December~~March 31, ~~2010~~2011, we were in compliance with all of the covenants under the senior secured credit agreement and the indenture.

Compliance with these covenants is dependent on our results of our operations, which are subject to a number of factors including current economic conditions. Based on our forecast for the remainder of fiscal year 2011, we currently anticipate that we will be able to meet or exceed the financial tests and covenants of our senior secured credit agreement and indenture during this period. This expectation is based on our cost and revenue expectations for fiscal year 2011. Should the current economic conditions cause our business or our vertical markets to deteriorate beyond our expectations we may not be able to satisfy these financial tests and covenants.

In order to help ensure compliance with our covenants under our senior secured credit facilities, we may take additional actions in the future, including implementing additional cost cutting initiatives, making additional repurchases of some of our debt or making further changes to our operations. In the event of a default of the financial covenants referred to above, we may (but no more than two times in four fiscal quarters) cure the default by raising equity capital from our existing investors in an amount sufficient to pass, but not to exceed, the financial covenant. While we believe that these additional remedies provide us with some additional flexibility in maintaining compliance with our tests and covenants, they do not assure us that we will not find ourselves in violation of these tests and covenants. Upon the occurrence of an event of default under the senior secured credit facilities, the lenders could elect to declare all amounts outstanding to be immediately due and payable and terminate all commitments to extend further credit. Any such acceleration would also result in a default under the indenture governing the senior subordinated notes.

Subject to the restrictions and limitations set forth under the senior secured credit agreement and the indenture governing the senior subordinated notes, we and our subsidiaries, affiliates or significant stockholders may from time to time, in our sole discretion, purchase, repay, redeem or retire additional amounts of our outstanding debt or equity securities (including any publicly issued debt), in privately negotiated or open market transactions, by tender offer or otherwise.

NOTE 4 — FAIR VALUE

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

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 Level 1 assets and liabilities consist of cash equivalents, which are primarily invested in money market funds, deferred compensation assets, which consist of corporate-owned life insurance policies that are valued at their net cash surrender value, and deferred compensation liabilities, valued based on various publicly traded mutual funds. These assets and liabilities are classified as Level 1 because they are valued using quoted prices and other relevant information generated by market transactions involving identical assets and liabilities.

We use derivative financial instruments, specifically interest rate swaps, for non-trading purposes. We entered into interest rate swaps to manage and reduce the risk inherent in interest rate fluctuations arising from previously non-hedged interest payments associated with floating rate debt. We account for the interest rate swaps discussed above under Note 3 as cash flow hedges. Derivative contracts with negative net fair values are recorded in other current liabilities. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. We have determined that our derivative valuation in its entirety should be classified as Level 2.

We record adjustments to appropriately reflect our nonperformance risk and the respective counterparty’s nonperformance risk in our fair value measurements. As of ~~December~~March 31, ~~2010~~2011, we have assessed the significance of the impact of nonperformance risk on the overall valuation of our derivative position and have determined that it is not significant to the overall valuation of the derivatives.

The fair value of our cash equivalents, deferred compensation plan assets and liabilities and interest rate swap was determined using the following inputs as of ~~December~~March 31, ~~2010~~2011 (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:
Cash equivalents (1)	$	15,658		$	—		$	—	$	15,658
Deferred compensation plan assets (2)	23,~~988~~026			—			—		23,~~988~~026
Liabilities:
Interest rate swap due 2011(3)	—			(74,~~149~~232		)	—		(74,~~149~~232		)
Deferred compensation plan liabilities (4)	(2,~~350~~392		)	—			—		(2,~~350~~392		)
Total	$	16,~~296~~292		$	(74,~~149~~232	)	$	—	$	912,~~147~~060

_______________________________


(1)	Included in cash and cash equivalents in our condensed consolidated balance sheet.


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


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


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

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.

Long-term debt, including current portion of long-term debt, as of March 31, 2011 had a carrying amount of $496.8 million and

~~payable~~fair value of $501.1 million. As of September 30, ~~accrued~~2010, ~~expenses~~long-term ~~and~~debt, ~~other~~including current-portion ~~liabilities~~of long-term debt, had a carrying amount of $499.4 million and fair value of $493.3 million. The carrying amount is based on interest rates available upon the date of ~~these~~the ~~financial~~issuance ~~assets~~of debt and ~~liabilities~~is ~~approximates~~reported in the condensed consolidated balance sheets. The fair value ~~because~~is based on interest rates that are currently available to us for issuance of ~~their~~debt ~~short~~with similar terms and remaining maturities.

Long-term debt, including current portion of long-term debt, as of December 31, 2010 had a carrying amount of $496.8 million and fair value of $495.4 million. As of September 30, 2010, long-term debt, including current-portion of long-term debt, had a carrying amount of $499.4 million and fair value of $493.3 million. The carrying amount is based on interest rates available upon the date of the issuance of debt and is reported in the condensed consolidated balance sheets. The fair value is based on interest rates that are currently available to us for issuance of debt with similar terms and remaining maturities.

NOTE 5 — INCOME TAXES

WeProvision ~~recorded~~for aincome ~~provision~~taxes ~~for~~includes both domestic and foreign income taxes at the applicable statutory rates adjusted for non-deductible expenses, investment credits, research and development tax credits and other permanent differences. Income tax expense ofwas $06.53 million and $2.97 million for the three months ended ~~December~~ March 31, ~~2010~~2011 and ~~2009~~March 31, 2010, respectively~~. This~~, ~~tax~~resulting ~~provision~~in ~~was~~effective ~~derived~~tax byrates ~~applying~~of an76.5% ~~estimated~~and ~~worldwide~~35.3%, ~~effective~~respectively. Income tax ~~rate~~expense ~~against~~was ~~consolidated~~$6.8 ~~income~~million ~~before~~and ~~income~~$5.6 ~~taxes~~million for the ~~three~~six months ended ~~December~~ March 31, ~~2010~~2011 and ~~2009~~March 31, 2010, respectively~~. The~~, ~~estimated~~resulting ~~worldwide~~in effective tax ~~rate~~rates ~~contemplated~~of ~~estimated~~55.5% ~~variances~~and ~~from~~39.8%, ~~the U~~respectively.S. ~~federal~~The ~~statutory~~effective tax rate for the ~~fiscal~~three ~~year~~months ~~ending~~ended ~~September~~March 3031, 2011 increased from the prior periods, primarily due to $3.0 million of income taxes recorded for discrete items incurred during the period, including taxes related to the ~~impact~~repatriation of ~~permanently~~earnings ~~non-deductible~~of ~~expenses~~a foreign subsidiary, ~~estimated~~tax ~~changes~~return inadjustments ~~valuation~~and ~~allowances~~an ~~against~~increase ~~deferred~~in unrecognized tax ~~assets,~~benefits ~~and~~for ~~state~~uncertain ~~income~~tax ~~taxes~~positions. The ~~provision~~effective tax rate for ~~income~~the ~~tax~~six ~~was~~months ~~further~~ended ~~adjusted~~March by31, 2011 increased from the prior period, primarily due to $2.0 million of income taxes recorded for discrete ~~events~~items ~~occurring~~incurred ~~during~~in the ~~quarter~~period, including ~~unrecognized~~taxes ~~tax~~related ~~benefits~~to ~~and~~the ~~liabilities~~repatriation ~~and~~of earnings of a foreign subsidiary, partially offset by the release of ~~the~~a valuation allowance ~~and~~against ~~the~~state ~~decrease~~net inoperating ~~the~~losses ~~blended rate~~ as a result of the merger between Activant Solutions Inc. and its wholly-owned subsidiary Activant Wholesale Distribution Solutions Inc.

~~Our~~At ~~condensed~~March ~~consolidated~~31, ~~balance~~2011, ~~sheet~~we ~~included~~had gross unrecognized tax benefits ~~(excluding interest and penalties, classified in other non-current liabilities)~~ of ~~approximately~~ $12.4 million, ~~and~~of which $12.52 million aswould ofaffect ~~December 31,~~the ~~2010~~effective ~~and~~tax ~~September 30,~~rate ~~2010,~~if ~~respectively~~recognized. ~~The~~ ~~total~~We ~~amount~~recognize ofinterest ~~unrecognized~~and ~~tax~~penalties ~~benefits~~related ~~that,~~to ifunrecognized ~~recognized,~~tax ~~would~~benefits ~~affect~~in the ~~effective~~provision ~~tax~~for ~~rate~~income ~~is approximately $1~~taxes.~~2 million~~ During ~~and~~the ~~$1.3 million~~six asmonths ofended ~~December~~ March 31, ~~2010 and September 30~~2011, ~~2010,~~we ~~respectively.~~had ~~The~~a ~~tax~~gross ~~years~~increase ~~2009~~of ~~and~~$1.0 ~~2010~~million ~~remain~~in ~~open~~unrecognized totax ~~examination~~benefits byrelated ~~the major taxing jurisdictions~~ to ~~which~~uncertain wetax ~~are subject~~positions.

WeFiscal ~~recognize~~years ~~potential~~2008 ~~accrued~~through ~~interest~~2011 ~~and~~remain ~~penalties~~open ~~related~~ to ~~unrecognized~~examination ~~tax~~for ~~benefits~~domestic infederal ~~income~~ tax ~~expense~~purposes. In ~~The~~addition, ~~balance~~fiscal ofyears ~~accrued~~2004 ~~interest~~through 2011 remain open to examination by state and ~~penalties~~foreign ~~was~~taxing ~~approximately~~jurisdictions ~~$0.2~~to ~~million~~which we and $0our subsidiaries are subject.3 ~~million~~We asare ofnot ~~December 31,~~currently ~~2010~~under ~~and~~audit ~~September 30,~~in ~~2010,~~any ~~respectively~~major taxing jurisdiction.

It is reasonably possible as of December 31, 2010 that the unrecognized tax benefits will decrease by approximately $0.4 million within the next twelve months, primarily due to tax positions relating to certain tax credits and positions relating to transfer pricing.

NOTE 6 — EMPLOYEE STOCK PLANS

Stock-based Compensation Expense

The following table summarizes stock-based compensation expense for the three and six months ended ~~December~~March 31, ~~2010~~2011 and ~~2009~~2010 and its allocation within the condensed consolidated statements of operations and comprehensive income (in thousands):

	Three Months Ended				Six Months Ended
	December 31,
	March 31,				March 31,
	2010		2009
	2011		2010		2011		2010
Cost of revenues
Systems	$	18	$	818	$	36	$	26
Services	5958		6157		117		118
Operating expenses
Sales and marketing	~~335~~334		~~364~~326		669		690
Product development	74		7576		148		151
General and administrative	~~456~~454		~~480~~441		910		921
Total stock based compensation expense from continuing operations	~~942~~938		~~988~~918		1,880		1,906
Total stock based compensation expense from discontinued operations	—		10		—		20
Total stock based compensation expense	$	~~942~~938	$	~~998~~928	$	1,880	$	1,926

We also recognized a total income tax benefit in the condensed consolidated statements of operations and comprehensive income related to the total stock-based compensation expense amounts above, of approximately $0.4 million for both the three months ended December 31, 2010 and 2009.

NOTE 7 — RESTRUCTURING COSTS

During the ~~three~~six months ended ~~December~~ March 31, ~~2010~~2011, we did not have significant restructuring related charges, however during the ~~three~~six months ended ~~December~~March 31, ~~2009~~2010, our management approved restructuring plans to continue to streamline and focus our operations and to more properly align our cost structure with current business conditions and our projected future revenue streams. These plans included the elimination of certain employee positions and the consolidation of space within multiple facilities locations. All of the affected employees have been notified and terminated, and the facility consolidation has been completed. In accordance with relevant authoritative accounting principles, we recorded restructuring charges of approximately $0.9 million for the three months ended December 31, 2009, related to workforce reductions (comprised of severance and related benefits) and the facility consolidation, including additional charges for past actions related to certain employee termination benefits that are required to be accrued from the time of notification through the date specified in the benefit. All restructuring charges were recorded in “Restructuring Costs” in the condensed consolidated statements of operations and comprehensive income.

~~Our restructuring liability at December 31, 2010, was approximately $0.9 million and the changes in our restructuring liabilities for the three months then ended were as follows (in thousands):~~12

	Balance at							Balance at
	September 30, 2010		Restructuring Charges		Payments			December 31, 2010
2010 Actions — Severance and Related Benefits	$	763	$	24	$	(637	)	$	150
2010 Actions — Facility Closings	575		—		(91		)	484
2009 Actions — Facility Closings	388		—		(107		)	281
	$	1,726	$	24	$	(835	)	$	915

All of the affected employees have been notified and terminated, and the facility consolidation has been completed. In accordance with relevant authoritative accounting principles, we recorded restructuring charges of approximately $1.1 million and $2.0 million for the three and six months ended March 31, 2010, respectively, related to workforce reductions (comprised of severance and related benefits) and the consolidation of space within multiple facilities locations, including additional charges for past actions related to certain employee termination benefits that are required to be accrued from the time of notification through the date specified in the benefit. All restructuring charges were recorded in “Restructuring Costs” in the condensed consolidated statements of operations and comprehensive income.

13Our restructuring liability at March 31, 2011, was approximately $0.7 million and the changes in our restructuring liabilities for the six months then ended were as follows (in thousands):



	Balance at								Balance at
	September 30, 2010		Restructuring Charges			Payments			March 31, 2011
2011 Actions — Facility Closings	$	—	$	52		$	(4	)	$	48
2010 Actions — Severance and Related Benefits	763		(60		)	(703		)	—
2010 Actions — Facility Closings	575		11			(183		)	403
2009 Actions — Facility Closings	388		18			(190		)	216
	$	1,726	$	21		$	(1,080	)	$	667

NOTE 8 — SEGMENT REPORTING

We are a leading provider of business management solutions to small and mid-market retail and distribution businesses. With over 35 years of operating history, we have developed substantial expertise designing, developing, marketing and supporting business solutions in these markets, which have the shared characteristics of being complex operations with advanced customer service and inventory management needs. We provide complete business management solutions to our customers, including business software, professional services, product support, data, information, supply chain services and, in many cases, some hardware products. All are designed to meet the unique requirements of retailers and distributors. Our integrated, real-time systems include point-of-sale/order entry, inventory and pricing management, customer relations management, eCommerce and general accounting solutions. We believe our solutions enable our customers to increase sales, boost productivity, operate more cost efficiently, improve inventory turns and enhance trading partner relationships.

We specialize in and target specific vertical industries through our two primary markets: retail and 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. We believe these segments accurately reflect the manner in which our management views and evaluates the business. As discussed in Note 9, in April 2010, we sold our productivity tools business. These amounts have been separately presented as discontinued operations in the accompanying financial statements. The prior periods have been reclassified to conform to the current period presentation. Unless otherwise noted, the accompanying disclosures pertain to our continuing operations.

Because these segments reflect the manner in which our management reviews 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, or that change over time, or other business conditions that evolve, 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.

A description of the businesses served by each of our reportable segments follows:

• Retail Distribution Group segment — The retail market consists of a range of specialty retail and distribution vertical markets, including independent hardware retailers; home improvement centers; paint stores; farm supply stores; retail nurseries and garden centers; lumber and building material dealers; pharmacies; and specialty retailers, primarily in the United States; and 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 (including manufacturers, warehouse distributors, parts stores, and professional installers) in North America, the United Kingdom and Ireland, as well as several retail ~~chains in North America.~~

chains in North America.

•

Wholesale Distribution Group segment — The distribution market consists of distributors in a wide range of vertical markets, including electrical supply; plumbing; medical supply; heating and air conditioning; tile; industrial machinery and equipment; industrial supplies; fluid power; janitorial and sanitation products; paper and packaging; and service establishment equipment vendors, primarily in the United States.

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 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 expense, and product development expenses. 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.

14Our reportable segment financial information for the three and six months ended March 31, 2011 and 2010 is as follows (in thousands):

Our reportable segment financial information for the three months ended December 31, 2010 and 2009 is as follows (in thousands):



	Three Months Ended March 31, 2011						Six Months Ended March 31, 2011
	Retail Distribution Group		Wholesale Distribution Group		Total		Retail Distribution Group		Wholesale Distribution Group		Total
Revenues	$	50,828	$	41,284	$	92,112	$	101,436	$	80,516	$	181,952
Contribution margin	$	17,134	$	17,869	$	35,003	$	32,818	$	34,041	$	66,859

	Three Months Ended March 31, 2010						Six Months Ended March 31, 2010
	Retail Distribution Group		Wholesale Distribution Group		Total		Retail Distribution Group		Wholesale Distribution Group		Total
Revenues	$	55,938	$	39,082	$	95,020	$	108,014	$	75,131	$	183,145
Contribution margin	$	17,824	$	16,016	$	33,840	$	34,135	$	31,139	$	65,274

	Three Months Ended December 31, 2010						Three Months Ended December 31, 2009
	Retail Distribution Group		Wholesale Distribution Group		Total		Retail Distribution Group		Wholesale Distribution Group		Total
Revenues	$	50,608	$	39,232	$	89,840	$	52,077	$	36,048	$	88,125
Contribution margin	$	15,684	$	16,172	$	31,856	$	16,311	$	15,123	$	31,434

Certain of our 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 legal and finance, stock-based compensation expense, depreciation and amortization of intangible assets, restructuring costs, interest expense, and other income.

Certain of our 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 legal and finance, stock-based compensation expense, depreciation and amortization of intangible assets, restructuring costs, interest expense, and other income.

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 margins. While our management believes these and other related judgments are reasonable and appropriate, others could assess such matters in ways different than our company’s 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.

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

	Three Months Ended December 31,
	Three Months Ended March 31,						Six Months Ended March 31,
	2010			2009
	2011			2010			2011			2010
Segment contribution margin	$	3135,~~856~~003		$	3133,~~434~~840		$	66,859		$	65,274
Corporate and unallocated costs	(86,~~419~~579		)	(56,~~925~~226		)	(14,998		)	(12,151		)
Stock-based compensation expense	(~~942~~938		)	(~~988~~918		)	(1,880		)	(1,906		)
Depreciation and amortization	(109,~~132~~991		)	(910,~~486~~296		)	(20,123		)	(19,782		)
Restructuring costs	~~(24~~3		)	(~~906~~1,068		)	(21		)	(1,974		)
Interest expense	(89,~~473~~313		)	(7,~~919~~784		)	(17,786		)	(15,703		)
Other income, net	110			~~290~~141			220			431
Income from continuing operations before income taxes	$	38,~~976~~295		$	67,~~500~~689		$	12,271		$	14,189

NOTE 9 — DISCONTINUED OPERATIONS

On April 16, 2010, we completed the sale of our productivity tools business. Accordingly, we have separately classified the results of operations, assets and liabilities, and cash flows of the discontinued operations in the condensed consolidated financial statements for all periods presented.

Income from discontinued operations, net of income taxes, for the three and six months ended March 31, 2010 is summarized as follows (in thousands):

Income from discontinued operations, net of income taxes, for the three months ended December 31, 2009 is summarized as follows (in thousands):



	Three months ended March 31, 2010			Six months ended March 31, 2010
Revenue from discontinued operations	$	2,711		$	6,185
Expenses from discontinued operations	2,323			4,403
Income from discontinued operations before income taxes	388			1,782
Income tax expense	1,384			1,824
Loss from discontinued operations, net of income taxes	$	(996	)	$	(42	)

Revenue from discontinued operations	$	3,474
Expenses from discontinued operations	2,081
Income from discontinued operations before income taxes	1,393
Income tax expense	439
Income from discontinued operations, net of income taxes	$	954

The cash receipts and payments related to the discontinued operations have been reflected as cash inflows and outflows, respectively in the condensed consolidated statements of cash flows.

NOTE 10 — LITIGATION

We are a party to various legal proceedings and administrative actions, all of which are of an ordinary or routine nature incidental to our operations, except as otherwise described below. We do not believe that such proceedings and actions will, individually or in the aggregate, have a material adverse effect on our business, financial condition, results of operations or cash flows, except as otherwise described below.

On July 12, 2010, Internet Autoparts, Inc. (“IAP”) filed a complaint in the District Court of Travis County, Texas (the “District Court”) against Activant Solutions Inc. (“Activant”). In the complaint, IAP alleged that we aided and abetted breaches of fiduciary duties by our appointee directors of IAP, and that we tortiously interfered with a contractual relationship of IAP by licensing catalogs and catalog services to General Parts, Inc. (“GPI”), which then allegedly used such catalogs and services to breach a covenant not to compete in IAP’'s stockholders agreement. Both Activant and GPI are parties to IAP’'s stockholders agreement. IAP ~~seeks~~sought to recover unspecified damages, including punitive damages, consequential or special damages, interest and any other relief to which it may be entitled.

On August 6, 2010, Activant answered IAP’'s complaint and filed a motion to dismiss or stay IAP’'s lawsuit in favor of arbitration. On August 6, 2010, Activant also filed a demand for arbitration against IAP with the American Arbitration Association (“AAA”), seeking a declaratory judgment that Activant’'s contracts with IAP expressly permit Activant to license catalogs and catalog services to GPI, as well as certain royalties that Activant claims IAP owes to Activant.

On September 16, 2010, the District Court abated IAP’'s lawsuit in favor of arbitration. IAP then filed an amended answering statement with the AAA and asserted as counterclaims the same claims that it had originally filed in the District Court. ~~Activant has responded to IAP’s counterclaims. An arbitration hearing has been scheduled for May 23, 2011.~~

WeOn ~~believe~~January ~~we have meritorious defenses to this lawsuit. Although we intend to defend the lawsuit vigorously~~17, ~~there can be no assurance that we will be successful in our defense~~2011, ~~and~~Activant ~~damages~~filed ~~resulting from an unsuccessful defense could have~~ a ~~material~~motion ~~adverse~~for ~~effect~~partial onsummary ~~our~~judgment ~~business,~~requesting ~~financial~~that ~~condition, results of operations or cash flows. Even if we are successful, we may incur substantial legal fees and other costs in defending~~ the ~~lawsuit~~arbitration ~~and~~panel ~~the~~dismiss ~~efforts~~all ~~and attention~~ of our management and technical personnel may be diverted, which could also have a material adverse effect on our business, financial condition, results of operations or cash flows. We own approximately 46% of the outstanding common stock of IAP and hold two of five seats on IAP’s board of directors.

1615

IAP's claims against Activant. The arbitration panel held a hearing on Activant's summary judgment motion on February 14, 2011, and on February 22, 2011, the panel granted Activant's summary judgment motion, thereby dismissing all of IAP's claims against Activant. Activant's affirmative claims against IAP remain pending, and Activant expects that there will be a hearing on the merits of its claims against IAP during the summer of 2011.

Although we intend to continue to litigate Activant's claim against IAP vigorously, there can be no assurance that we will be successful on the remaining claims in the arbitration or on any appeal by IAP. Even if we are successful, we may incur substantial legal fees and other costs in continuing to litigate the lawsuit and the efforts and attention of our management and technical personnel may be diverted, which could also have a material adverse effect on our business, financial condition, results of operations or cash flows. We own approximately 46% of the outstanding common stock of IAP and hold two of five seats on IAP's board of directors.

NOTE 11 — GUARANTOR CONSOLIDATION

The senior secured credit agreement and the senior subordinated notes are guaranteed by our existing, wholly-owned domestic ~~subsidiaries~~subsidiary HM COOP LLC ~~and Activant Wholesale Distribution Solutions Inc.~~ (~~collectively,~~ the “~~Guarantors~~Guarantor”). Since September 30, 2006, ~~(i)~~ the following subsidiaries have been merged into Activant Solutions Inc.: Triad Systems Financial Corporation, Triad Data Corporation, CCI/TRIAD Gem, Inc., Enterprise Computing Inc., Speedware Holdings, Inc., CCI/ARD, Inc., Triad Systems Corporation, Speedware USA, Inc., ~~and~~ Atlas Disposition Group Inc. (formerly known as Speedware Group, Inc.);, ~~(ii)~~and ~~the~~Activant Wholesale Distribution Solutions Inc. The following subsidiary was merged into Atlas Disposition Group Inc.: Atlas America Inc. (formerly known as Speedware America, Inc.); and ~~(iii)~~ the following subsidiaries ~~have~~were ~~been~~ merged into Activant Wholesale Distribution Solutions Inc. (formerly known as Prophet 21 New Jersey, Inc.): Prophet 21 Investment Corporation, Prophet 21 Canada, Inc., SDI Merger Corporation, Distributor Information Systems Corporation, Trade Services Systems, Inc., STANPak Systems, Inc., Prelude Systems Inc. and Greenland Holding Corp. Our other subsidiaries (collectively, the “Non-Guarantors”) are not guarantors of the senior secured credit agreement and the senior subordinated notes. The accompanying condensed ~~consolidating~~consolidated ~~balance~~financial ~~sheets~~statements asrepresent ofour ~~December~~financial position at March 31, ~~2010~~2011 and September 30, 2010, and the ~~accompanying~~results ~~condensed consolidating statements~~ of our operations ~~and cash flows~~ for the three and six months ended ~~December~~March 31, 2011 and March 31, 2010 and ~~2009~~the ~~represent~~cash flows for the ~~financial~~six ~~position,~~months ~~results~~ended ofMarch 31, ~~operations~~2011 and ~~cash~~March 31, ~~flows~~2010 of our Guarantors and Non-Guarantors. ~~Effective January 1, 2011, Activant Wholesale Distribution Solutions Inc. was merged into Activant Solutions Inc.~~

Condensed Consolidating Balance Sheet as of March 31, 2011



(in thousands)	Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS:
Current assets:
Cash and cash equivalents	$	77,125		$	11,867		$	—		$	88,992
Trade accounts receivable, net of allowance for doubtful accounts	30,026			2,755			—			32,781
Inventories	2,186			92			—			2,278
Deferred income taxes	5,526			3			—			5,529
Income taxes receivable	(16		)	995			—			979
Prepaid expenses and other current assets	4,509			115			—			4,624
Total current assets	119,356			15,827			—			135,183
Property and equipment, net	7,570			82			—			7,652
Intangible assets, net	153,570			1,027			—			154,597
Goodwill	534,101			1,315			6,038			541,454
Investments in subsidiaries	17,081			—			(17,081		)	—
Intercompany receivables (payables)	3,318			(3,318		)	—			—
Deferred financing costs	8,091			—			—			8,091
Other assets	4,892			12			(4		)	4,900
Total assets	$	847,979		$	14,945		$	(11,047	)	$	851,877
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	14,754		$	149		$	—		$	14,903
Payroll related accruals	14,712			630			—			15,342
Deferred revenue	31,591			1,007			—			32,598
Current portion of long-term debt	2,293			—			—			2,293
Accrued interest payable	9,175			—			—			9,175
Accrued expenses and other current liabilities	18,637			(1,945		)	—			16,692
Total current liabilities	91,162			(159		)	—			91,003
Long-term debt	494,536			—			—			494,536
Deferred tax and other liabilities	57,126			387			—			57,513
Total liabilities	642,824			228			—			643,052
Total stockholder’s equity (deficit)	205,155			14,717			(11,047		)	208,825
Total liabilities and stockholder’s equity (deficit)	$	847,979		$	14,945		$	(11,047	)	$	851,877

Condensed Consolidating Balance Sheet as of December 31, 2010

	Guarantor
(in thousands)	Principal Operations			Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS:
Current assets:
Cash and cash equivalents	$	60,849		$	7		$	8,373		$	—		$	69,229
Trade accounts receivable, net of allowance for doubtful accounts	13,331			14,753			2,662			—			30,746
Inventories	3,131			48			144			—			3,323
Deferred income taxes	5,424			1,167			3			—			6,594
Income taxes receivable	23			(31		)	1,399			—			1,391
Prepaid expenses and other current assets	4,620			813			74			—			5,507
Total current assets	87,378			16,757			12,655			—			116,790
Property and equipment, net	6,071			342			91			—			6,504
Intangible assets, net	145,200			14,642			1,102			—			160,944
Goodwill	442,144			91,956			1,316			6,038			541,454
Investments in subsidiaries	17,081			—			—			(17,081		)	—
Intercompany receivables (payables)	(129,943		)	130,994			(1,051		)	—			—
Deferred financing costs	8,702			—			—			—			8,702
Other assets	4,794			164			13			(4		)	4,967
Total assets	$	581,427		$	254,855		$	14,126		$	(11,047	)	$	839,361
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	15,198		$	1,396		$	138		$	—		$	16,732
Payroll related accruals	3,007			7,366			492			—			10,865
Deferred revenue	5,798			20,333			569			—			26,700
Current portion of long-term debt	1,605			—			—			—			1,605
Accrued interest payable	5,902			—			—			—			5,902
Accrued expenses and other current liabilities	17,708			1,980			(997		)	—			18,691
Total current liabilities	49,218			31,075			202			—			80,495
Long-term debt	495,224			—			—			—			495,224
Deferred tax and other liabilities	59,914			(459		)	387			—			59,842
Total liabilities	604,356			30,616			589			—			635,561
Total stockholder’s equity (deficit)	(22,929		)	224,239			13,537			(11,047		)	203,800
Total liabilities and stockholder’s equity (deficit)	$	581,427		$	254,855		$	14,126		$	(11,047	)	$	839,361

Condensed Consolidating Balance Sheet as of September 30, 2010

	Guarantor
(in thousands)	Principal Operations			Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS:
Current assets:
Cash and cash equivalents	$	68,451		$	8		$	5,831		$	—		$	74,290
Trade accounts receivable, net of allowance for doubtful accounts	16,979			16,489			2,732			—			36,200
Inventories	4,214			37			196			—			4,447
Deferred income taxes	2,734			1,227			—			—			3,961
Income taxes receivable	555			(83		)	969			—			1,441
Prepaid expenses and other current assets	4,624			295			99			—			5,018
Assets of discontinued operations	—			—			—			—			—
Total current assets	97,557			17,973			9,827			—			125,357
Property and equipment, net	5,597			358			94			—			6,049
Intangible assets, net	149,847			16,333			1,178			—			167,358
Goodwill	442,145			91,956			1,316			6,037			541,454
Investments in subsidiaries	17,081			—			—			(17,081		)	—
Intercompany receivables (payables)	(121,746		)	120,528			1,218			—			—
Deferred financing costs	6,671			—			—			—			6,671
Other assets	4,842			165			13			(3		)	5,017
Total assets	$	601,994		$	247,313		$	13,646		$	(11,047	)	$	851,906
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	19,056		$	919		$	156		$	—		$	20,131
Payroll related accruals	9,223			7,535			471			—			17,229
Deferred revenue	7,805			20,427			964			—			29,196
Current portion of long-term debt	2,566			—			—			—			2,566
Accrued interest payable	8,039			—			—			—			8,039
Accrued expenses and other current liabilities	11,065			2,271			(1,363		)	—			11,973
Total current liabilities	57,754			31,152			228			—			89,134
Long-term debt	496,829			—			—			—			496,829
Deferred tax and other liabilities	69,312			(599		)	368			—			69,081
Total liabilities	623,895			30,553			596			—			655,044
Total stockholder’s equity (deficit)	(21,901		)	216,760			13,050			(11,047		)	196,862
Total liabilities and stockholder’s equity (deficit)	$	601,994		$	247,313		$	13,646		$	(11,047	)	$	851,906

Condensed Consolidating Statement of Operations for the Three Months Ended March 31, 2011



	Guarantor
(in thousands)	Principal Operations			Subsidiaries		Non-Guarantor Subsidiaries			Eliminations		Consolidated
Revenues:
Systems	$	29,573		$	—	$	935		$	—	$	30,508
Services	58,873			—		2,731			—		61,604
Total revenues	88,446			—		3,666			—		92,112
Cost of revenues:
Systems	15,623			—		447			—		16,070
Services	17,327			—		1,411			—		18,738
Total cost of revenues	32,950			—		1,858			—		34,808
Gross profit	55,496			—		1,808			—		57,304
Operating expenses:
Sales and marketing	13,712			—		505			—		14,217
Product development	8,240			—		422			—		8,662
General and administrative	6,871			—		68			—		6,939
Depreciation and amortization	9,898			—		93			—		9,991
Restructuring costs	72			—		(75		)	—		(3		)
Total operating expenses	38,793			—		1,013			—		39,806
Operating income	16,703			—		795			—		17,498
Interest expense	(9,291		)	—		(22		)	—		(9,313		)
Other income (expense), net	(176		)	—		286			—		110
Income before income taxes	7,236			—		1,059			—		8,295
Income tax expense	6,288			—		59			—		6,347
Net income	$	948		$	—	$	1,000		$	—	$	1,948

Condensed Consolidating Statement of Operations for the Three Months Ended ~~December~~March 31, 2010

	Guarantor
(in thousands)	Principal Operations			Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Revenues:
Systems	$	1319,~~974~~018		$	14,~~023~~150		$	~~858~~977		$	—	$	2834,~~855~~145
Services	33,~~939~~990			24,~~298~~205			2,~~748~~680			—		60,~~985~~875
Total revenues	4753,~~913~~008			38,~~321~~355			3,~~606~~657			—		8995,~~840~~020
Cost of revenues:
Systems	811,~~507~~411			67,~~271~~028			~~402~~654			—		1519,~~180~~093
Services	1213,~~938~~005			5,~~549~~516			1,~~438~~389			—		19,~~925~~910
Total cost of revenues	2124,~~445~~416			1112,~~820~~544			12,~~840~~043			—		3539,~~105~~003
Gross profit	2628,~~468~~592			2625,~~501~~811			1,~~766~~614			—		5456,~~735~~017
Operating expenses:
Sales and marketing	78,~~390~~073			65,~~262~~730			~~476~~539			—		14,~~128~~342
Product development	3,~~757~~746			4,~~769~~479			~~410~~395			—		8,~~936~~620
General and administrative	85,~~928~~948			~~172~~315			7696			—		96,~~176~~359
Depreciation and amortization	8,~~302~~330			1,~~740~~813			90153			—		10,~~132~~296
Restructuring costs	24658			—383			—27			—		241,068
Total operating expenses	2826,~~401~~755			12,~~943~~720			1,~~052~~210			—		4240,~~396~~685
Operating income (loss)	(1,933		)	13,558			714			—		12,339
Operating income	1,837			13,091			404			—		15,332
Interest expense	(87,~~509~~730		)	—(4		)	36(50		)	—		(87,~~473~~784		)
Other income (expense), net	~~1,333~~(381		)	~~106~~163			~~(1,329~~359		)	—		~~110~~141
Income (loss) before income taxes	(9,109		)	13,664			(579		)	—		3,976
Income (loss) from continuing operations before income taxes	(6,274		)	13,250			713			—		7,689
Income tax expense	(51,~~321~~102		)	~~5,339~~475			~~448~~1,134			—		~~466~~2,711
Net income (loss)	$	(3,788	)	$	8,325		$	(1,027	)	$	—	$	3,510
Income (loss) from continuing operations	(7,376		)	12,775			(421		)	—		4,978
Income (loss) from discontinued operations, net of income taxes	1,458			—			(2,454		)	—		(996		)
Net income (loss)	$	(5,918	)	$	12,775		$	(2,875	)	$	—	$	3,982

Condensed Consolidating Statement of Operations for the ~~Three~~Six Months Ended ~~December~~March 31, ~~2009~~2011

	Guarantor
(in thousands)	Principal Operations			Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Revenues:
Systems	$	1543,~~108~~547		$	1114,~~281~~023		$	~~927~~1,793		$	—	$	2759,~~316~~363
Services	3392,~~530~~812			24,~~554~~298			25,~~725~~479			—		60122,~~809~~589
Total revenues	48136,~~638~~359			3538,~~835~~321			37,~~652~~272			—		88181,~~125~~952
Cost of revenues:
Systems	924,~~120~~130			56,~~308~~271			~~588~~849			—		1531,~~016~~250
Services	1230,~~520~~265			5,~~464~~549			12,~~476~~849			—		1938,~~460~~663
Total cost of revenues	2154,~~640~~395			1011,~~772~~820			23,~~064~~698			—		3469,~~476~~913
Gross profit	2681,~~998~~964			2526,~~063~~501			13,~~588~~574			—		53112,~~649~~039
Operating expenses:
Sales and marketing	821,~~391~~102			56,~~111~~262			~~710~~981			—		1428,~~212~~345
Product development	311,~~666~~997			4,~~664~~769			~~416~~832			—		817,~~746~~598
General and administrative	515,~~645~~799			~~352~~172			~~173~~144			—		616,~~170~~115
Depreciation and amortization	718,~~588~~200			1,~~752~~740			~~146~~183			—		920,~~486~~123
Restructuring costs	~~273~~96			89—			~~544~~(75		)	—		~~906~~21
Total operating expenses	2567,~~563~~194			1112,~~968~~943			12,~~989~~065			—		3982,~~520~~202
Operating income (loss)	1,435			13,095			(401		)	—		14,129
Operating income	14,770			13,558			1,509			—		29,837
Interest expense	(717,~~915~~800		)	(4—		)	—14			—		(717,~~919~~786		)
Other income (expense), net	(51,~~654~~157		)	83106			5(1,~~861~~043		)	—		~~290~~220
Income (loss) from continuing operations before income taxes	(12,134		)	13,174			5,460			—		6,500
Income (loss) before income taxes	(1,873		)	13,664			480			—		12,271
Income tax expense	~~1,763~~967			~~551~~5,339			~~618~~507			—		26,~~932~~813
Income (loss) from continuing operations	(13,897		)	12,623			4,842			—		3,568
Net income (loss)	$	(2,840	)	$	8,325		$	(27	)	$	—	$	5,458
Income (loss) from discontinued operations, net of income taxes	2,072			—			(1,118		)	—		954
Net income (loss)	$	(11,825	)	$	12,623		$	3,724		$	—	$	4,522

Condensed Consolidating Statement of ~~Cash~~Operations ~~Flows~~ for the ~~Three~~Six Months Ended ~~December~~March 31, 2010

	Guarantor
(in thousands)	Principal Operations			Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	1,683		$	32		$	2,557		$	—	$	4,272
Revenues:
Investing activities:
Systems	$	34,126		$	25,431		$	1,904		$	—	$	61,461
Purchase of property and equipment	(1,462		)	(32		)	(15		)	—		(1,509		)
Services	67,520			48,759			5,405			—		121,684
Capitalized computer software costs and databases	(2,664		)	—			—			—		(2,664		)
Total revenues	101,646			74,190			7,309			—		183,145
Net cash used in investing activities	(4,126		)	(32		)	(15		)	—		(4,173		)
Cost of revenues:
Financing activities:
Systems	20,531			12,336			1,242			—		34,109
Payment of deferred financing fees	(2,594		)	—			—			—		(2,594		)
Services	25,525			10,980			2,865			—		39,370
Payment on long-term debt	(2,566		)	—			—			—		(2,566		)
Total cost of revenues	46,056			23,316			4,107			—		73,479
Net cash used in financing activities	(5,160		)	—			—			—		(5,160		)
Gross profit	55,590			50,874			3,202			—		109,666
Net change in cash and cash equivalents	(7,603		)	—			2,542			—		(5,061		)
Operating expenses:
Cash and cash equivalents, beginning of period	68,452			7			5,831			—		74,290
Sales and marketing	16,464			10,841			1,249			—		28,554
Cash and cash equivalents, end of period	$	60,849		$	7		$	8,373		$	—	$	69,229
Product development	7,412			9,143			811			—		17,366
General and administrative	11,593			667			269			—		12,529
Depreciation and amortization	15,918			3,565			299			—		19,782
Restructuring costs	931			472			571			—		1,974
Total operating expenses	52,318			24,688			3,199			—		80,205
Operating income	3,272			26,186			3			—		29,461
Interest expense	(15,645		)	(8		)	(50		)	—		(15,703		)
Other income (expense), net	(6,035		)	246			6,220			—		431
Income (loss) from continuing operations before income taxes	(18,408		)	26,424			6,173			—		14,189
Income tax expense	2,865			1,026			1,752			—		5,643
Income (loss) from continuing operations	(21,273		)	25,398			4,421			—		8,546
Income (loss) from discontinued operations, net of income taxes	3,530			—			(3,572		)	—		(42		)
Net income (loss)	$	(17,743	)	$	25,398		$	849		$	—	$	8,504

Condensed Consolidating Statement of Cash Flows for the ~~Three~~Six Months Ended ~~December~~March 31, ~~2009~~2011

	Guarantor
(in thousands)	Principal Operations			Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities - continuing operations	$	5,060		$	211		$	994		$	—	$	6,265
Operating activities:
Net cash provided by (used in) operating activities - discontinued operations	943			—			(17		)	—		926
Net cash provided by (used in) operating activities	$	22,770		$	(7	)	$	6,064		$	—	$	28,827
Net cash provided by operating activities	6,003			211			977			—		7,191
Investing activities:
Purchase of property and equipment	(~~778~~3,567		)	~~(61~~—		)	(728		)	—		(~~846~~3,595		)
Capitalized computer software costs and databases	(25,~~594~~370		)	—			—			—		(25,~~594~~370		)
Net cash used in investing activities - continuing operations	(3,372		)	(61		)	(7		)	—		(3,440		)
Net cash used in investing activities	(8,937		)	—			(28		)	—		(8,965		)
Net cash used in investing activities - discontinued operations	(7		)	—			—			—		(7		)
Net cash used in investing activities	(3,379		)	(61		)	(7		)	—		(3,447		)
Financing activities:
Payment on long-term debt	(16,000		)	—			—			—		(16,000		)
Payment of deferred financing fees	(2,594		)	—			—			—		(2,594		)
Net cash used in financing activities - continuing operations	(16,000		)	—			—			—		(16,000		)
Payment on long-term debt	(2,566		)	—			—			—		(2,566		)
Net cash from continuing operations	(14,312		)	150			987			—		(13,175		)
Net cash used in financing activities	(5,160		)	—			—			—		(5,160		)
Net cash from discontinued operations	936			—			(17		)	—		919
Net change in cash and cash equivalents	8,673			(7		)	6,036			—		14,702
Net change in cash and cash equivalents	(13,376		)	150			970			—		(12,256		)
Cash and cash equivalents, beginning of period	68,452			7			5,831			—		74,290
Cash and cash equivalents, beginning of period	42,001			215			2,357			—		44,573
Cash and cash equivalents, end of period	$	77,125		$	—		$	11,867		$	—	$	88,992
Cash and cash equivalents, end of period	$	28,625		$	365		$	3,327		$	—	$	32,317

Condensed Consolidating Statement of Cash Flows for the Six Months Ended March 31, 2010



	Guarantor
(in thousands)	Principal Operations			Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating activities:
Net cash provided by operating activities - continuing operations	$	19,293		$	92		$	3,377		$	—	$	22,762
Net cash provided by (used in) operating activities - discontinued operations	2,406			—			(16		)	—		2,390
Net cash provided by operating activities	21,699			92			3,361			—		25,152
Investing activities:
Purchase of property and equipment	(2,098		)	(126		)	(22		)	—		(2,246		)
Capitalized computer software costs and databases	(5,405		)	—			—			—		(5,405		)
Net cash used in investing activities - continuing operations	(7,503		)	(126		)	(22		)	—		(7,651		)
Net cash used in investing activities - discontinued operations	(41		)	—			(53		)	—		(94		)
Net cash used in investing activities	(7,544		)	(126		)	(75		)	—		(7,745		)
Financing activities:
Payment on long-term debt	(16,000		)	—			—			—		(16,000		)
Net cash used in financing activities - continuing operations	(16,000		)	—			—			—		(16,000		)
Net cash from continuing operations	(4,210		)	(34		)	3,355			—		(889		)
Net cash from discontinued operations	2,365			—			(69		)	—		2,296
Net change in cash and cash equivalents	(1,845		)	(34		)	3,286			—		1,407
Cash and cash equivalents, beginning of period	42,001			215			2,357			—		44,573
Cash and cash equivalents, end of period	$	40,156		$	181		$	5,643		$	—	$	45,980

NOTE 12 - SUBSEQUENT EVENT

On April 4, 2011, Activant Group Inc., a Delaware corporation (“AGI”), the parent company of Activant Solutions Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger, dated as of April 4, 2011 (the “Merger Agreement”), by and among Eagle Parent, Inc., a Delaware corporation (“Eagle Parent”), Sun5 Merger Sub, Inc., a Delaware corporation and a wholly- owned subsidiary of Parent (“Merger Sub,” and together with Eagle Parent, “Buyer”), AGI and Hellman & Friedman Capital Partners V, L.P., a Delaware limited partnership (“H&F”), solely in its capacity as agent and attorney-in-fact for AGI's stockholders and common optionholders, providing for the merger of Merger Sub with and into AGI, with AGI continuing as the surviving corporation (the “Merger”) and becoming a wholly-owned subsidiary of Eagle Parent. Eagle Parent and Merger Sub are affiliates of funds advised by Apax Partners, L.P. and Apax Partners LLP (the “Apax Funds”).

Upon consummation of the Merger, Buyer will pay, or cause to be paid, consideration for the outstanding AGI equity (including “in-the-money” stock options outstanding immediately prior to the consummation of the Merger) consisting of $890.0 million in cash, less indebtedness, certain fees, expenses, bonus payments and other payments to be made by or on behalf of Buyer, plus cash on hand, an assumed tax benefit and the exercise price of stock options and plus or minus the amount of a net working capital adjustment, in each case, as specified in the Merger Agreement and subject to certain other adjustments specified in the Merger Agreement. Immediately prior to the consummation of the Merger, AGI will repurchase from H&F the one authorized and outstanding share of Series A preferred stock of AGI for $1.00 in cash.

The Merger Agreement was unanimously approved by AGI's board of directors. After the execution and delivery of the Merger Agreement by the parties thereto, the holders of a majority of the outstanding voting securities of AGI executed and delivered to Buyer a written consent approving the Merger Agreement and the transactions contemplated thereby.

Simultaneously with the execution and delivery of the Merger Agreement, Eagle Parent entered into that Agreement and Plan of Merger, dated as of April 4, 2011 (the “Epicor Merger Agreement”), by and among Eagle Parent, Element Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Eagle Parent (“Epicor Acquisition Sub”) and Epicor Software Corporation, a Delaware corporation (“Epicor”), providing for the merger of Epicor Acquisition Sub with and into Epicor, with Epicor continuing as the surviving corporation (the “Epicor Merger”) and becoming a wholly-owned subsidiary of Eagle Parent. Under the Epicor Merger Agreement, Eagle Parent has commenced a tender offer (the “Epicor Offer”) to acquire all of the outstanding common stock of Epicor, followed by the Epicor Merger, in which all remaining outstanding Epicor shares will be acquired at the same price paid in the Epicor Offer. The consummation of the Epicor Merger is conditioned on customary closing conditions and the satisfaction of the closing conditions for the Merger.

The consummation of the Merger and the obligations of each party to consummate the Merger are subject to certain closing conditions specified in the Merger Agreement, including, among others, the receipt of required United States antitrust approvals and clearances (which have been obtained as of April 15, 2011) and compliance with the various covenants contained in the Merger Agreement and the concurrent closing of the Epicor Merger.

Eagle Parent has secured committed financing, consisting of equity financing commitment letters from the Apax Funds (collectively, the “Equity Financing Commitment”) and a debt financing commitment (the “Debt Financing Commitment” and, together with the Equity Financing Commitment, the “Financing Commitments”). Pursuant to the terms of the Debt Financing Commitment, which will be used to finance both the Merger, the Epicor Offer and the Epicor Merger, the lenders will provide a senior secured term loan facility, a senior secured revolving credit facility and a senior unsecured bridge term loan facility. The bridge term loan facility will be provided in the event that, and to the extent that, Eagle Parent does not issue and sell senior unsecured notes on or prior to the closing date of the Merger. The obligations under the Debt Financing Commitment are subject to certain conditions specified in the Debt Financing Commitment.

The proceeds of the Financing Commitments will be used by Eagle Parent for payment of the aggregate merger consideration in the Merger and the Epicor Merger and Epicor Offer (as applicable), payment of fees and expenses related to the transactions contemplated by the Merger Agreement and Epicor Merger Agreement and the repayment, repurchase and/or redemption of the existing indebtedness of AGI and the Company and its subsidiaries in connection with the Merger (namely, the Company's 9 1/2% Senior Subordinated Notes due 2016) and current term and revolving credit facilities and existing indebtedness of Epicor.

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

You should read the following discussion and analysis in conjunction with our financial statements and related notes included above. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those set forth in this report under “Part III, Item 1A — Risk Factors” ~~included~~and inunder “Part I, Item 1A — Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended September 30, 2010.

Overview

We specialize in and target specific vertical industries through our two primary markets: retail and distribution, which we consider our segments for reporting purposes. These segments ~~are~~reflect ~~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. We believe these segments accurately reflect the manner in which our management views and evaluates the business. As discussed in Note 9 to our accompanying unaudited condensed consolidated financial statements, in April 2010, we sold our productivity tools business, which was previously presented in Other. These amounts have been separately presented as discontinued operations in the accompanying financial statements. The prior periods have been reclassified to conform to the current period presentation. Unless otherwise noted, the accompanying disclosures pertain to our continuing operations.

Because these segments reflect the manner in which our management reviews 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, or that change over time, or other business conditions that evolve, 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.

In the opinion of our management, this discussion and analysis of our financial condition and results of operations reflects all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of the results for the periods presented.

The key components of our results of operations are as follows:

Revenues

Our revenues are primarily derived from customers that operate in two primary markets: retail and distribution.

• The retail market consists of a range of specialty retail and distribution vertical markets, including: independent hardware retailers;, home improvement centers;, paint stores;, farm supply stores;, retail nurseries and garden centers;, lumber and building material dealers;, pharmacies;, and specialty retailers, primarily in the United States; and 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 (including manufacturers, warehouse distributors, parts stores, and professional installers) in North America, the United Kingdom and Ireland, as well as several retail chains in North America. For the ~~three~~six months ended ~~December~~March 31, ~~2010~~2011, we generated approximately 56.3% of our total revenues from the retail ~~vertical~~ market.

• The distribution market consists of distributors in a wide range of vertical markets, including: electrical supply;, plumbing;, medical supply;, heating and air conditioning;, tile;, industrial machinery and equipment;, industrial supplies;, fluid power;, janitorial and sanitation products;, paper and packaging;, and service establishment equipment vendors, primarily in the United States. For the ~~three~~six months ended ~~December~~March 31, ~~2010~~2011, we generated approximately ~~43.7~~44% of our total revenues from

2426

~~from~~ the distribution ~~vertical~~ market.

Our revenues are generated from the following business management solutions and services:

• Systems, which is comprised primarily of proprietary software applications, professional services, training, third-party software, hardware and peripherals and occasionally forms.

• Services, which is comprised primarily of product support, content services and supply chain services. Product support services are comprised of customer support activities, including software, hardware and network support through our help desk, web help, certain software updates, preventive and remedial on-site maintenance and depot repair services. Our content services are comprised of proprietary database and data management products such as our comprehensive automotive parts catalog, point-of-sale business analysis, and data and data warehousing. Supply chain services are comprised of connectivity services, EDI, eCommerce, hosting, networking and security monitoring management solutions. We generally provide our services on a subscription basis, and accordingly, revenues are generally recurring in nature.

Cost of Revenues

Our cost of revenues and gross margins are derived from systems and services as follows:

• Cost of systems revenues and systems gross margins — Cost of systems revenues consists primarily of direct costs of software duplication, our logistics organization, cost of hardware, ~~salary~~compensation related costs of professional services and installation personnel, royalty payments, and allocated overhead expenses.

• Cost of services revenues and services gross margins — Cost of services revenues primarily consist of salary related costs, third party maintenance costs and travel associated with our help desk, ~~salary~~compensation related costs, material and production costs associated with our automotive catalog and other content offerings as well as overhead expenses. Generally, our services revenues have a higher gross margin than our systems revenues.

We allocate overhead expenses including facilities and information technology costs to all departments based on headcount. As such, overhead expenses are included in costs of revenues and each operating expense category.

Operating Expenses

Our operating expenses consist primarily of sales and marketing, product development, and general and administrative expenses as well as non-cash expenses, including depreciation and amortization.

• Sales and marketing — Sales and marketing expense consists primarily of salaries, ~~and~~ bonuses, commissions, stock-based compensation expense, travel, marketing promotional expenses and allocated overhead expenses. Our marketing approach is to develop strategic relationships, as well as endorsement and alliance agreements, with many of the well-known market participants in the vertical markets that we serve. ~~This strategy includes obtaining endorsements, warehouse distributor relationships and other alliances.~~ The goal of these programs is to enhance the productivity of the field sales team and to create leveraged selling opportunities as well as offer maximum benefits to our customers by allowing them to implement broad based common business practices.

• Product development — Product development expense consists primarily of salaries, ~~and~~ bonuses, stock-based compensation expense, outside services and allocated overhead expenses. Our product development strategy combines innovation and the introduction of new technology with our commitment to the long-term support of the unique needs of our customers. We seek to enhance our existing product lines, offer streamlined upgrade and migration options for our existing customers and develop compelling new products for our existing customer base and prospective new customers.

• General and administrative — General and administrative expense primarily consists of salaries, ~~and~~ bonuses, stock-based compensation expense, outside services, acquisition related costs and facility and information technology allocations for the executive, financial, human resources and legal service functions. General and administrative expenses are not allocated to our segments.


•	Depreciation and amortization — Depreciation and amortization expense consists of depreciation of our fixed assets and amortization of our intangible assets. Depreciation and amortization are not allocated to our segments.

~~• Restructuring costs — Restructuring costs relate to management approved restructuring actions to eliminate certain~~27

25• Restructuring costs — Restructuring costs relate to management approved restructuring actions to eliminate certain employee positions and to consolidate certain excess facilities with the intent to streamline and focus our operations and more properly align our cost structure with our projected revenue streams. Restructuring costs are not allocated to our segments.

employee positions and to consolidate certain excess facilities with the intent to streamline and focus our operations and more properly align our cost structure with our projected revenue streams. Restructuring costs are not allocated to our segments.

Non-Operating Expenses

Our non-operating expenses consist of the following:


•	Interest expense — Interest expense represents interest on our outstanding debt as a result of our 2006 merger with Activant Solutions Holdings Inc. and subsequent acquisitions.


•	Other income (expense), net — Other income (expense), net primarily consists of interest income, dividend income, other non-income based taxes, foreign currency gains or losses, gains or losses on disposal of assets and gains or losses on marketable securities.


•	Income tax expense — Income tax expense is based on state, federal and foreign taxable income determined in accordance with current enacted laws and tax rates.

General Business Conditions and Trends

~~The~~While ~~United~~there ~~States~~are ~~economy~~promising ~~continued~~signs toof ~~slowly~~strength ~~recover~~ in ~~2010. We believe that~~ the ~~pace~~United ofStates ~~the~~economy, ~~recovery~~there ~~will~~continues ~~likely~~to be ~~slow as the U.S. economy experiences~~ prolonged tight credit, high unemployment and ~~ongoing~~a ~~foreclosures,~~weak asresidential ~~well~~housing ~~as historically low sales of both new and existing homes~~market. The broader macroeconomic environment has impacted our performance in the markets we serve, and we expect it will likely continue to affect the industries we serve and our performance in those industries inthroughout our fiscal year 2011.

We continue to see customer caution in making capital expenditure decisions. While we have seen year-over-year total revenue increases for the last few quarters, we also see our potential and current customer base challenged with, among other things, lack of access to adequate credit and attrition due to bankruptcies and business shutdowns. In the first quarter of fiscal year 2011, our retail segment experienced a softening in sales of additional products and services to our existing customers as compared to the prior year primarily due to the completion of payment card industry compliance requirements, which had generated additional selling opportunities. in our fiscal year 2010. We ~~anticipate~~have ~~that~~seen this trend continue into our second quarter of fiscal year 2011 and anticipate that it will ~~continue~~carry on through ~~the~~our third quarter as retailers were generally required to be compliant by July 2010. ~~Additionally~~ We ~~our~~did ~~retail~~see ~~segment~~an ~~has~~increase ~~recently~~in ~~experienced~~sales ~~and~~of ~~may~~additional ~~continue~~products toand ~~experience~~services ~~customers~~to ~~deferring~~our ~~decisions~~existing oncustomers ~~new~~during ~~system~~the ~~purchases. In~~three ~~our~~months ~~distribution~~ended ~~segment~~March 31, we2011 ~~are~~compared ~~starting~~ to ~~see~~the athree ~~slow~~months ~~but~~ended ~~steady~~December ~~recovery~~31, ~~from~~2010. Our ~~the~~retail ~~economic~~segment ~~downturn,~~has ~~which~~experienced isand ~~driving~~may ~~increased~~continue ~~sales~~ to ~~existing~~experience customers deferring decisions on new system purchases.

WeThe ~~have~~distribution ~~proactively~~segment ~~addressed~~continues ~~our~~to ~~cost~~see ~~model~~economic asstrength weacross ~~faced~~many ~~these~~of ~~marketplace and revenue uncertainties. Over~~ the ~~past~~vertical ~~several~~markets ~~years~~it ~~our~~serves ~~management~~which ~~implemented~~is ~~restructuring~~translating ~~actions~~into ~~primarily~~more ~~related~~large toaccount ~~eliminating~~activity ~~certain employee positions~~ and ~~consolidating~~increased ~~certain~~sales ~~excess~~of ~~facilities. We~~additional ~~also~~products ~~benefited from our intense focus on managing our discretionary expenses~~ and ~~continue~~services to doour soexisting ~~wherever practical~~customers.

~~Demand~~We ~~for~~continually monitor our ~~systems~~cost ~~and~~model ~~support~~as ~~offerings~~we ~~are~~face ~~correlated~~mixed ~~with the~~ economic ~~conditions~~signals in ~~each~~the ~~vertical~~marketplace ~~market~~ and ~~the~~revenue ~~macroeconomic conditions~~uncertainties. WeOver ~~continue~~the topast ~~focus~~several onyears ~~executing~~our inmanagement ~~the~~implemented ~~areas~~restructuring weactions ~~can~~primarily ~~control~~related ~~by continuing~~ to ~~provide~~eliminating ~~high~~certain ~~value~~employee ~~products~~positions and ~~services~~consolidating ~~while~~certain ~~managing~~excess ~~our expenses~~facilities. We ~~Despite~~also ~~the~~benefited ~~challenging economic environment, cash flows~~ from ~~operating~~our ~~activities~~intense ~~remained~~focus ~~positive~~on ~~for~~managing ~~the~~our ~~three~~discretionary ~~months~~expenses ~~ended~~and ~~December 31, 2010 at $4.3 million. We~~ continue to ~~use~~do ~~excess~~so ~~cash~~wherever ~~to pay down our outstanding debt obligations~~practical. ~~We made principal payments of approximately $2.6 million in face value of our debt during the three months ended December 31, 2010.~~

IfDemand ~~the~~for ~~macroeconomic~~our ~~environment~~systems ~~recovery~~and ~~continues~~support toofferings beare ~~slow,~~correlated itwith ~~could~~the ~~have~~economic aconditions ~~negative~~in ~~effect~~each onvertical ~~our~~market ~~revenue growth rate~~ and ~~our~~the ~~operating~~macroeconomic ~~margins~~conditions. If ~~this~~We ~~were~~continue to ~~occur,~~focus iton ~~may~~executing ~~impact~~in ~~our~~the ~~ability~~areas towe ~~meet~~can ~~certain~~control ~~financial~~by ~~tests~~continuing ~~and~~to ~~covenants~~provide ~~under~~high ~~our~~value ~~senior~~products ~~secured~~and ~~credit~~services ~~agreement~~while ~~(as~~managing ~~defined~~our ~~below)~~expenses. Despite ~~and~~ the ~~indenture~~challenging ~~governing~~economic ~~our~~environment, ~~senior~~cash ~~subordinated~~flows ~~notes.~~from Weoperating ~~met~~activities ~~our covenants~~ for the ~~three~~six months ended ~~December~~ March 31, ~~2010 and based on our forecast for fiscal year~~ 2011, wewere ~~currently~~$28.8 ~~anticipate~~million. We ~~that~~have wecontinued ~~will~~to beuse ~~able~~excess tocash ~~continue~~ to ~~meet~~pay ordown ~~exceed~~our ~~these~~outstanding ~~financial~~debt ~~tests and covenants~~obligations. ~~This~~ ~~expectation~~We ismade ~~based~~principal onpayments ~~our~~of ~~cost~~approximately ~~and revenue expectations for fiscal year 2011~~$2.6 million ~~Should~~in ~~the~~face ~~current~~value ~~economic~~of ~~conditions cause~~ our ~~business~~debt orduring ~~our~~the ~~vertical~~six ~~markets~~months toended ~~deteriorate~~March 31, ~~beyond our expectations we may not be able to satisfy these financial tests and covenants~~2011.

26If the macroeconomic environment recovery continues to be slow, it could have a negative effect on our revenue growth rate and our operating margins. If this were to occur, it may impact our ability to meet certain financial tests and covenants under our senior secured credit agreement (as defined below) and the indenture governing our senior subordinated notes. We met our covenants for the three months ended March 31, 2011 and based on our forecast for the remaining of fiscal year 2011, we currently anticipate that we will be able to continue to meet or exceed these financial tests and covenants. This expectation is based on our cost and revenue expectations for fiscal year 2011. Should the current economic conditions cause our business or our vertical markets to deteriorate beyond our expectations we may not be able to satisfy these financial tests and covenants.

Results of Operations

Three Months Ended ~~December~~March 31, ~~2010~~2011 Compared to Three Months Ended ~~December~~March 31, ~~2009~~2010

Total revenues

Our Retail Distribution Group and Wholesale Distribution Group segments accounted for approximately ~~56.3~~55% and ~~43.7~~45%, respectively, of our revenues during the three months ended ~~December~~March 31, ~~2010~~2011. This compares to the three months ended ~~December~~March 31, ~~2009~~2010, where our Retail Distribution Group and Wholesale Distribution Group segments accounted for approximately 59.1% and ~~40.9~~41%, respectively, of our revenues. See Note 8 to our unaudited condensed consolidated financial statements for further information on our segments, including a summary of our segment revenues and contribution margin.

The following table sets forth, for the periods indicated, our segment revenues by business management solution and services and the variance thereof (in thousands):

	Three Months Ended December 31,
	Three Months Ended March 31,
	2010		2009		Variance $			Variance %
	2011		2010		Variance $			Variance %
Retail Distribution Group revenues:
Systems	$	14,~~810~~551	$	1519,~~980~~987	$	(15,~~170~~436	)	(727.32	)%
Services	3536,~~798~~277		3635,~~097~~951		~~(299~~326		)	(0.89	)%
Total Retail Distribution Group revenues	$	50,~~608~~828	$	5255,~~077~~938	$	(15,~~469~~110	)	(29.81	)%
Wholesale Distribution Group revenues:
Systems	$	1415,~~045~~957	$	1114,~~336~~158	$	21,~~709~~799		2312.97	%
Services	25,~~187~~327		24,~~712~~924		~~475~~403			1.96	%
Total Wholesale Distribution Group revenues	$	3941,~~232~~284	$	3639,~~048~~082	$	32,~~184~~202		85.86	%
Total revenues:
Systems	$	2830,~~855~~508	$	2734,~~316~~145	$	1(3,~~539~~637	)	5(10.67	)%
Services	6061,~~985~~604		60,~~809~~875		~~176~~729			01.32	%
Total revenues	$	8992,~~840~~112	$	8895,~~125~~020	$	1(2,~~715~~908	)	1(3.91	)%

Total revenues for the three months ended ~~December~~March 31, ~~2010~~2011 ~~increased~~decreased by $12.79 million, or 13.91%, compared to the three months ended ~~December~~March 31, ~~2009~~2010. The ~~increase~~decrease in revenues over the comparable period a year ago is primarily a result of ana ~~increase~~decrease in systems ~~and services~~ revenues in ~~Wholesale~~Retail Distribution Group , partially offset by aan ~~decrease~~increase in systems and services revenues in Wholesale Distribution Group as well as an increase in services revenues in Retail Distribution Group.

• Retail Distribution Group revenues — Retail Distribution Group revenues decreased by $1.5.1 million, or 29.81%. Systems revenues decreased primarily due to lower sales of additional hardware products and software modules to existing customers as a result of stronger prior year sales driven by payment card industry compliance requirements, ~~partially~~as ~~offset~~well byas ~~higher~~a decrease in license and professional services revenues. Services revenues increased primarily as a result of ~~current~~increased ~~and~~revenue ~~prior~~from ~~quarter~~content ~~sales.~~and ~~Services~~connectivity ~~revenues~~offerings ~~experienced~~and aprice ~~decrease~~increases ~~primarily~~for assupport ~~a result of ongoing legacy platform attrition~~services, partially offset by ~~support~~ongoing ~~price~~legacy ~~increases~~platform attrition.

• Wholesale Distribution Group revenues — Wholesale Distribution Group revenues increased by $32.2 million, or 85.86%. Systems revenues increased primarily as a result of strong sales of additional products and modules to existing customers. Services revenues increased primarily as a result of ~~our~~an ~~price~~increase ~~increases~~in ~~for~~content and connectivity offerings sold as well as our support ~~services~~price increases, partially offset by ~~customer~~legacy platform attrition.

2729

Total cost of revenues and gross margins as a percentage of revenues

	Three Months Ended December 31,
	2010			2009			Variance
Cost of systems revenues	$	15,180		$	15,016		$	164
Systems gross margins	47.4		%	45.0		%
Cost of services revenues	$	19,925		$	19,460		$	465
Services gross margins	67.3		%	68.0		%
Total cost of revenues	$	35,105		$	34,476		$	629
Total gross margins	60.9		%	60.9		%

The following table sets forth, for the periods indicated, our gross margin as a percentage of revenues (in thousands):

• Cost of systems revenues and systems gross margins — Cost of systems revenues increased by $0.2 million primarily as a result of higher direct costs associated with higher system revenues as well as a higher excess and obsolete inventory adjustment, partially offset by lower compensation related expenses. System gross margins increased by 2.4 percentage points in the three months ended December 31, 2010 from the comparable period a year ago. The increase is primarily attributable to an increase in system sales volume, a higher mix of license sales with higher gross margins as well as improved professional services utilization.



	Three Months Ended March 31,
	2011			2010			Variance
Cost of systems revenues	$	16,070		$	19,093		$	(3,023	)
Systems gross margins	47.3		%	44.1		%

Cost of services revenues	$	18,738		$	19,910		$	(1,172	)
Services gross margins	69.6		%	67.3		%

Total cost of revenues	$	34,808		$	39,003		$	(4,195	)
Total gross margins	62.2		%	59.0		%

• Cost of ~~services~~systems revenues and ~~services~~systems gross margins — Cost of ~~services~~systems revenues ~~increased~~decreased by $03.50 million primarily as a result of ~~increased~~a ~~labor~~decrease ~~related~~in ~~expenses~~direct costs associated with lower system revenues, ~~outside~~a ~~services~~lower mix of hardware sales and ~~third~~an ~~party~~excess ~~support~~and obsolete inventory adjustment in the prior year. ~~Services~~System gross margins ~~decreased~~increased by 03.72 percentage points in the three months ended ~~December~~March 31, ~~2010~~2011 from the comparable period a year ago, primarily as a result of ~~increased~~a ~~compensation~~mix ~~related~~shift ~~expenses,~~resulting ~~outside~~in ~~services~~lower hardware revenues and ~~third~~higher ~~party~~software ~~support~~revenues onand ~~relatively~~a ~~flat~~decrease in material costs due to the prior year excess and obsolete inventory adjustment, partially offset by an overall decrease in systems revenues.

•

Cost of services revenues and services gross margins — Cost of services revenues decreased by $1.2 million primarily as a result of lower compensation related expenses. Services gross margins increased by 2.3 percentage points in the three months ended March 31, 2011 from the comparable period a year ago primarily as a result of increased revenues as well as a decrease in compensation related expenses.

Total operating expenses

The following table sets forth, for the periods indicated, operating expenses and the variance thereof (in thousands):

	Three Months Ended December 31,
	Three Months Ended March 31,
	2010			2009		Variance $			Variance %
	2011			2010		Variance $			Variance %
Sales and marketing	$	14,~~128~~217		$	14,~~212~~342	$	(84125	)	(0.69	)%
Product development	8,~~936~~662			8,~~746~~620		~~190~~42			20.25	%
General and administrative	96,~~176~~939			6,~~170~~359		~~3,006~~580			489.71	%
Depreciation and amortization	109,~~132~~991			910,~~486~~296		~~646~~(305		)	6(3.80	)%
Restructuring costs	24(3		)	~~906~~1,068		(~~882~~1,071		)	(97100.43	)%
Total operating expenses	$	4239,~~396~~806		$	3940,~~520~~685	$	~~2,876~~(879	)	7(2.32	)%

Total operating expenses ~~increased~~decreased by $20.9 million, or 72.32%, for the three months ended ~~December~~March 31, ~~2010~~2011, compared to the three months ended ~~December~~March 31, ~~2009~~2010. The ~~increase~~decrease was driven primarily by restructuring activities and higher depreciation in the prior year, partially offset by an increase in acquisition-related and other strategic initiative costs, ~~compensation~~one-time legal fees related ~~expenses~~to the Internet Autoparts, ~~bad~~Inc. ~~debt~~("IAP") ~~expense~~litigation and ~~travel~~compensation related expenses, partially offset by alower ~~decrease~~bad indebt ~~outside services and commissions~~expense.

• Sales and marketing —Sales and marketing expenses decreased by $0.1 million, or 0.69%, for the three months ended ~~December~~March 31, ~~2010~~2011 compared to the three months ended ~~December~~March 31, ~~2009~~2010. The decrease was primarily the result of a decrease of $0.6 million in ~~compensation~~bad ~~related~~debt ~~expenses~~expense and $0.21 million in outside services, partially offset by an increase of $0.6 million in ~~bad~~compensation ~~debt~~and ~~expense~~employee related expenses.

• Product development —Product development expenses ~~increased~~remained ~~$0.2~~relatively ~~million,~~flat orwith 2an increase of 0.25%, for the three months ended ~~December~~March 31, ~~2010~~2011 compared to the three months ended ~~December~~March 31, ~~2009~~2010. The increase was primarily the result of a $0.2 million increase in compensation related costs, partially offset by lower software development expenses of $0.1 million as a result of more of these costs being capitalized.

• General and administrative —General and administrative expenses increased by $3.0.6 million, or 489.71%, for the three

2830

months ended ~~December~~March 31, ~~2010~~2011 compared to the three months ended ~~December~~March 31, ~~2009~~2010. The increase is primarily the result of $20.14 million in acquisition related costs ~~and other strategic initiatives~~, $0.3 million ofin one-time legal ~~related~~ costs inassociated ~~conjunction~~ with the ~~amendment~~IAP oflitigation ~~our senior secured credit facilities~~ and $0.62 million in compensation ~~and employee~~ related expenses, partially offset by a $0.14 million ~~reduction~~decrease in ~~travel~~professional ~~costs~~and outside services expenses.

• Depreciation and amortization —Depreciation and amortization ~~is not allocated to our segments. Depreciation and amortization~~ expense was $10.10 million for the three months ended ~~December~~March 31, ~~2010~~2011 compared to $910.53 million for the three months ended ~~December~~March 31, ~~2009~~2010. The ~~increase~~decrease was primarily a result of ana ~~increase~~lower indepreciation ~~purchases~~expense as a result of ~~property~~higher ~~and~~dollar ~~equipment~~amounts ~~compared~~of toassets placed in service in the prior year period. Depreciation and amortization is not allocated to our segments.

• Restructuring costs — During the three months ended March 31, 2011, we did not have significant restructuring related charges, however during fiscal year 2010, our management approved restructuring actions primarily related to eliminating certain employee positions and consolidating certain excess facilities with the intent to streamline and focus our operations and more properly align our cost structure with our projected revenue streams. During the three months ended ~~December~~March 31, 2010 ~~and 2009~~, we recorded restructuring charges ofapproximately ~~less than~~ $01.1 million ~~and approximately $0~~.9 ~~million, respectively.~~ See Note 7 to our unaudited condensed consolidated financial statements.

Interest expense

Interest expense for the three months ended ~~December~~March 31, ~~2010~~2011 and ~~2009~~2010 was $89.53 million and $7.98 million, respectively. The increase in interest expense was primarily a result of the amendment of our revolving credit facility, which resulted in higher interest rates, partially offset by the reduction in our outstanding debt as a result of principal payments made in the past twelve months totaling approximately $10.1 million.

Other income, net

Other income for the three months ended ~~December~~March 31, ~~2010~~2011 ~~was income of $0.1 million~~ compared to ~~$0.3 million in~~ the three months ended ~~December~~March 31, ~~2009. The decrease was primarily a result of foreign currency gains of approximately $0.1 million for the three months ended December 31,~~ 2010 ~~compared~~remained torelatively ~~approximately~~flat ~~$0.4 million~~with ~~during the three months ended December 31, 2009 as well as additional~~ income during ~~the~~both ~~three~~periods ~~months ended December 31, 2010~~ of $10.~~5 million related to a dividend from our joint venture, Internet Autoparts, Inc., partially offset by a loss on dissolution of a subsidiary with cumulative translation losses of $~~1.4 million.

Income tax expense

We recognized income tax expense of $06.53 million, or 1176.75% of pre-tax income, for the three months ended ~~December~~March 31, ~~2010~~2011 compared to income tax expense of $2.97 million, or 4535.13% of pre-tax income from continuing operations, in the comparable period in ~~2009~~2010. During the three months ended ~~December~~March 31, ~~2010~~2011, the ~~decrease~~increase in income tax expense is due primarily to ~~the~~approximately ~~release~~$3.0 million of aincome ~~valuation~~taxes ~~allowance~~recorded ~~which~~for ~~had~~discrete ~~been~~items ~~established~~incurred ~~against~~during athe ~~portion~~period, ofincluding ~~our~~taxes ~~state~~related ~~net~~to ~~operating~~repatriation ~~loss~~of ~~carry-forwards~~earnings ~~and~~from a ~~lower~~foreign ~~blended~~subsidiary ~~rate. The release of the valuation allowance~~ and ~~the~~an ~~decrease~~increase in ~~the~~unrecognized ~~blended~~tax ~~rate~~benefits ~~are~~for ~~both~~uncertain atax ~~result of the merger between Activant Solutions Inc~~positions. ~~and its wholly-owned subsidiary Activant Wholesale Distribution Solutions Inc.~~ Our effective tax rate for the three months ended ~~December~~March 31, ~~2010~~2011 differed from the statutory rate primarily due to ~~state taxes, net of U.S. federal income tax benefit, and~~ the ~~release~~cost of ~~the~~repatriation ~~state net operating loss carry-forward valuation allowance. Substantially all~~ of ~~our~~earnings ~~operating income was generated~~ from ~~domestic~~a ~~operations~~foreign ~~during~~subsidiary ~~the three months ended December 31, 2010~~ and ~~2009. As of December 31, 2010, we had $10.4 million of federal and~~ state ~~loss carry-forwards that expire between 2011 and 2028 and $0.3 million of foreign business tax credit carry-forwards that expire in 2020~~taxes, ~~if not utilized earlier. As of December 31, 2010, we also had foreign~~ net ~~operating loss carry-forwards~~ of ~~$18.4 million that are not subject to expiration. Undistributed earnings, if any, of our foreign subsidiaries are considered to be permanently reinvested and, accordingly, no~~ U.S. federal ~~or state~~ income ~~taxes~~tax ~~have been provided thereon~~benefit. See Note 5 to our unaudited condensed consolidated financial statements for additional information about income taxes.

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 and are not necessarily in conformity with accounting principles generally accepted in the United States (“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 expense, and product development expenses. 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.

include information technology services, facilities, and telecommunications costs.

Certain of our 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 legal and finance, stock-based compensation expense, acquisition related costs, depreciation and amortization of intangible assets, restructuring costs, interest expense, and other income.

affect the calculation of contribution margins. While our management believes these and other related judgments are reasonable and appropriate, others could assess such matters in ways different than our company's management.

Contribution margin for the three months ended ~~December~~March 31, ~~2010~~2011 and ~~2009~~2010 is as follows (in thousands):

	Three Months Ended December 31,
	Three Months Ended March 31,
	2010		2009		Variance $			Variance %
	2011		2010		Variance $			Variance %
Retail Distribution Group	$	1517,~~684~~134	$	1617,~~311~~824	$	(~~627~~690	)	(3.89	)%
Wholesale Distribution Group	1617,~~172~~869		1516,~~123~~016		1,~~049~~853			611.96	%
Total contribution margin	$	3135,~~856~~003	$	3133,~~434~~840	$	~~422~~1,163		1.3.4	%

• Retail Distribution Group contribution margin — The contribution margin for Retail Distribution Group decreased by $0.67 million. Gross margins were $10.18 million lower primarily as a result of lower gross margins on lower systems revenue, asa ~~well~~lower asmix ~~higher~~of ~~compensation~~hardware ~~related~~sales ~~and~~as ~~higher~~well ~~allocated~~as ~~costs~~lower oncompensation ~~services~~related ~~revenue~~expenses. Sales and marketing expenses decreased by $0.61 million primarily as a result of lower ~~compensation~~commissions, ~~related~~partially ~~expenses.~~offset ~~Product development expenses increased~~ by ~~$0.1~~an ~~million~~increase ~~primarily~~in asmarketing arelated ~~result~~expenses. ofProduct ~~higher~~development ~~compensation~~expenses ~~related~~remained ~~expenses~~relatively flat.

• Wholesale Distribution Group contribution margin — The contribution margin for Wholesale Distribution Group increased by $1.09 million. Gross margins were $2.10 million higher primarily as a result of higher gross margins on higher systems revenue. Sales and marketing expenses ~~increased~~remained byrelatively ~~$1.0~~flat ~~million primarily~~ as a result of an increase in compensation related expenses, partially offset by a decrease in bad debt expense and ~~compensation~~marketing related expenses. Product development expenses increased by $0.1 million, primarily as a result of higher ~~compensation~~outside ~~related expenses~~services.

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

	Three Months Ended December 31,
	Three Months Ended March 31,
	2010			2009
	2011			2010
Segment contribution margin	$	3135,~~856~~003		$	3133,~~434~~840
Corporate and unallocated costs	(86,~~419~~579		)	(56,~~925~~226		)
Stock-based compensation expense	(~~942~~938		)	(~~988~~918		)
Depreciation and amortization	(109,~~132~~991		)	(910,~~486~~296		)
Restructuring costs	~~(24~~3		)	(~~906~~1,068		)
Interest expense	(89,~~473~~313		)	(7,~~919~~784		)
Other income, net	110			~~290~~141
Income from continuing operations before income taxes	$	38,~~976~~295		$	67,~~500~~689

3032

Six Months Ended March 31, 2011 Compared to Six Months Ended March 31, 2010

Total revenues

Our Retail Distribution Group and Wholesale Distribution Group segments accounted for approximately 56% and 44%, respectively, of our revenues during the six months ended March 31, 2011. This compares to the six months ended March 31, 2010, where our Retail Distribution Group and Wholesale Distribution Group segments accounted for approximately 59% and 41%, respectively, of our revenues. See Note 8 to our unaudited condensed consolidated financial statements for further information on our segments, including a summary of our segment revenues and contribution margin.

The following table sets forth, for the periods indicated, our segment revenues by business management solution and services and the variance thereof (in thousands):



	Six Months Ended March 31,
	2011		2010		Variance $			Variance %
Retail Distribution Group revenues:
Systems	$	29,360	$	35,966	$	(6,606	)	(18.4	)%
Services	72,076		72,048		28			—	%
Total Retail Distribution Group revenues	$	101,436	$	108,014	$	(6,578	)	(6.1	)%
Wholesale Distribution Group revenues:
Systems	$	30,003	$	25,495	$	4,508		17.7	%
Services	50,513		49,636		877			1.8	%
Total Wholesale Distribution Group revenues	$	80,516	$	75,131	$	5,385		7.2	%
Total revenues:
Systems	$	59,363	$	61,461	$	(2,098	)	(3.4	)%
Services	122,589		121,684		905			0.7	%
Total revenues	$	181,952	$	183,145	$	(1,193	)	(0.7	)%

Total revenues for the six months ended March 31, 2011 decreased by $1.2 million, or 0.7%, compared to the six months ended March 31, 2010. The decrease in revenues over the comparable period a year ago is primarily a result of a decrease in systems revenues in Retail Distribution Group, partially offset by an increase in systems and services revenues in Wholesale Distribution Group.

•

Retail Distribution Group revenues — Retail Distribution Group revenues decreased by $6.6 million, or 6.1%. Systems revenues decreased primarily due to lower sales of additional hardware products and software modules to existing customers as a result of stronger prior year sales driven by payment card industry compliance requirements as well as lower new system sales due to continued customer caution and deferred purchasing decisions, partially offset by higher professional services revenues as a result of strong prior year sales. Services revenues remained relatively flat due to increased revenue from content and connectivity offerings and price increases for support services, partially offset by legacy platform attrition.

•

Wholesale Distribution Group revenues — Wholesale Distribution Group revenues increased by $5.4 million, or 7.2%. Systems revenues increased primarily as a result of strong sales of additional products and modules to existing customers. Services revenues increased primarily as a result of an increase in content and connectivity offerings sold as well as support price increases, partially offset by legacy platform attrition.

Total cost of revenues and gross margins as a percentage of revenues

The following table sets forth, for the periods indicated, our gross margin as a percentage of revenues (in thousands):



	Six Months Ended March 31,
	2011			2010			Variance
Cost of systems revenues	$	31,250		$	34,109		$	(2,859	)
Systems gross margins	47.4		%	44.5		%

Cost of services revenues	$	38,663		$	39,370		$	(707	)
Services gross margins	68.5		%	67.6		%

Total cost of revenues	$	69,913		$	73,479		$	(3,566	)
Total gross margins	61.6		%	59.9		%

•

Cost of systems revenues and systems gross margins — Cost of systems revenues decreased by $2.9 million primarily as a result of lower direct costs associated with lower system revenues, a lower mix of hardware sales and an excess and obsolete inventory adjustment in the prior year period, partially offset by higher compensation related expenses. System gross margins increased by 2.9 percentage points in the six months ended March 31, 2011 from the comparable period a year ago primarily as a result of a mix shift resulting in lower hardware revenues and higher software revenues, decrease in material costs due to the prior year excess and obsolete inventory adjustment, partially offset by an overall decrease in systems revenue.

•

Cost of services revenues and services gross margins — Cost of services revenues decreased by $0.7 million primarily as a result of decreased labor related expenses, partially offset by higher third party support and data fees. Services gross margins increased by 0.9 percentage points in the six months ended March 31, 2011 from the comparable period a year ago primarily as a result of increased services revenues as well as decreased compensation related expenses, partially offset by third party support and data fees.

Total operating expenses

The following table sets forth, for the periods indicated, operating expenses and the variance thereof (in thousands):



	Six Months Ended March 31,
	2011		2010		Variance $			Variance %
Sales and marketing	$	28,345	$	28,554	$	(209	)	(0.7	)%
Product development	17,598		17,366		232			1.3	%
General and administrative	16,115		12,529		3,586			28.6	%
Depreciation and amortization	20,123		19,782		341			1.7	%
Restructuring costs	21		1,974		(1,953		)	(98.9	)%
Total operating expenses	$	82,202	$	80,205	$	1,997		2.5	%

Total operating expenses increased by $2.0 million, or 2.5%, for the six months ended March 31, 2011, compared to the six months ended March 31, 2010. The increase was driven primarily by an increase in acquisition-related and other strategic initiative costs, compensation related expenses as well as legal costs in conjunction with the amendment of our senior secured credit facilities and IAP litigation, partially offset by a decrease in restructuring costs and outside services.

•

Sales and marketing —Sales and marketing expenses decreased by $0.2 million, or 0.7%, for the six months ended March 31, 2011 compared to the six months ended March 31, 2010. The decrease was primarily the result of $0.3 million in outside services and $0.2 million in compensation related expenses, partially offset by an increase of $0.2 million of travel related expenses and $0.1 million in marketing related expenses.


•	Product development —Product development expenses increased by $0.2 million, or 1.3%, for the six months ended March 31, 2011 compared to the six months ended March 31, 2010. The increase was primarily the result of a $0.2 million increase in compensation related costs.

•

General and administrative —General and administrative expenses increased by $3.6 million, or 28.6%, for the six months ended March 31, 2011 compared to the six months ended March 31, 2010. The increase is primarily the result of $2.4 million in acquisition related costs and other strategic initiatives, $0.7 million in compensation and employee related expenses and $1.0 million in one-time legal fees in conjunction with the amendment of our senior secured credit facilities as well as the IAP litigation, partially offset by a decrease of $0.4 million in outside services and $0.1 million in travel related costs.


•	Depreciation and amortization —Depreciation and amortization expense was $20.1 million for the six months ended March 31, 2011 compared to $19.8 million for the six months ended March 31, 2010. The increase was primarily a result of an increase in purchases of property and equipment compared to the prior year. Depreciation and amortization is not allocated to our segments.

•

Restructuring costs — During the six months ended March 31, 2011, we did not have significant restructuring related charges, however during the six months ended March 31, 2010, our management approved restructuring actions primarily related to eliminating certain employee positions and consolidating certain excess facilities with the intent to streamline and focus our operations and more properly align our cost structure with our projected revenue streams. During the six months ended March 31, 2010, we recorded restructuring charges of approximately $2.0 million, respectively. See Note 7 to our unaudited condensed consolidated financial statements.

Interest expense

Interest expense for the six months ended March 31, 2011 and 2010 was $17.8 million and $15.7 million, respectively. The increase in interest expense was primarily a result of the amendment of our revolving credit facility, which resulted in higher interest rates, partially offset by the reduction in our outstanding debt as a result of principal payments made in the past twelve months totaling approximately $10.1 million.

Other income, net

Other income for the six months ended March 31, 2011 was income of $0.2 million compared to $0.4 million in the six months ended March 31, 2010. The decrease was primarily a result of a decrease in foreign currency gains during the six months ended March 31, 2011 compared to the prior period as well as a loss on dissolution of a subsidiary with cumulative translation losses of $1.4 million during the six months ended March 31, 2011, partially offset by $1.5 million related to a dividend from our joint venture, Internet Autoparts, Inc.

Income tax expense

We recognized income tax expense of $6.8 million, or 55.5% of pre-tax income, for the six months ended March 31, 2011 compared to income tax expense of $5.6 million, or 39.8% of pre-tax income from continuing operations, in the comparable period in 2010. During the six months ended March 31, 2011, the increase in income tax expense is due primarily to approximately $2.0 million of income taxes recorded for discrete items incurred during the period, primarily related to repatriation of earnings from a foreign subsidiary and an increase in unrecognized tax benefits for uncertain tax positions, partially offset by a release from our valuation allowance. Our effective tax rate for the six months ended March 31, 2011 differed from the statutory rate primarily due to the cost of repatriation of earnings from a foreign subsidiary and state taxes, net of U.S. federal income tax benefit. See Note 5 to our unaudited condensed consolidated financial statements for additional information about income taxes.

Contribution Margin

Contribution margin for the six months ended March 31, 2011 and 2010 is as follows (in thousands):



	Six Months Ended March 31,
	2011		2010		Variance $			Variance %
Retail Distribution Group	$	32,818	$	34,135	$	(1,317	)	(3.9	)%
Wholesale Distribution Group	34,041		31,139		2,902			9.3	%
Total contribution margin	$	66,859	$	65,274	$	1,585		2.4	%


•	Retail Distribution Group contribution margin — The contribution margin for Retail Distribution Group decreased by $1.3 million. Gross margins were $1.9 million lower primarily as a result of lower gross margins on lower systems

revenue, a lower mix of hardware sales, as well as lower compensation related costs. Sales and marketing expenses decreased by $0.7 million primarily as a result of lower commissions, partially offset by an increase in marketing related expenses. Product development expenses increased by $0.1 million primarily as a result of higher compensation related expenses

•

Wholesale Distribution Group contribution margin — The contribution margin for Wholesale Distribution Group increased by $2.9 million. Gross margins were $4.2 million higher as a result of higher gross margins on higher systems and services revenues. Sales and marketing expenses increased by $1.1 million primarily as a result of an increase in compensation and employee related expenses, partially offset by a decrease in marketing related expenses and bad debt expense. Product development expenses increased by $0.2 million primarily as a result of higher compensation related expenses and outside services.

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



	Six Months Ended March 31,
	2011			2010
Segment contribution margin	$	66,859		$	65,274
Corporate and unallocated costs	(14,998		)	(12,151		)
Stock-based compensation expense	(1,880		)	(1,906		)
Depreciation and amortization	(20,123		)	(19,782		)
Restructuring costs	(21		)	(1,974		)
Interest expense	(17,786		)	(15,703		)
Other income, net	220			431
Income from continuing operations before income taxes	$	12,271		$	14,189

Liquidity and Capital Resources

Overview

Our principal liquidity requirements are for debt service, capital expenditures and working capital. Our ability to service our indebtedness will depend on our ability to generate cash in the future.

Our cash and cash equivalents balance at ~~December~~March 31, ~~2010~~2011 was $6989.20 million. As of ~~December~~March 31, ~~2010~~2011, we had $496.8 million in outstanding indebtedness comprised primarily of $382.5 million aggregate principal amount of senior secured term loans (including an incremental term loan) due 2013 and 2016 pursuant to our senior secured credit agreement and $114.3 million aggregate principal amount of senior subordinated notes due 2016.

Senior Secured Credit Agreement

Our senior secured credit agreement provides for (i) a seven-year term loan in the amount of $390.0 million, and (ii) a five-year revolving credit facility that permits loans in an aggregate amount of up to $40.0 million, which includes a $20.0 million letter of credit sublimit and a $20.0 million swing line sublimit. In addition, subject to certain terms and conditions, the senior secured credit agreement provides for one or more uncommitted incremental term loans and/or revolving credit facilities in an aggregate amount not to exceed $75.0 million, of which in August 2007 we borrowed an incremental term loan of the entire $75.0 million. The extended term loans and the portion of non-extended term loans that relate to the original term loan of $390.0 million amortize at 0.25% per quarter with the final balance of the non-extended term loans, $96.8 million, payable on May 2, 2013 and the final balance of the extended term loans, $260.6 million, payable on February 2, 2016. Any prepayments of principal will reduce the quarterly payments due, therefore after consideration of the $2.6 million mandatory payment we made during the three months ended December 31, 2010 our first quarterly payment will be due in June 2011. The portion of the non-extended term loans that relate to the incremental term loan of $75.0 million will be payable in full on May 2, 2013. The principal amounts outstanding under the non-extended revolving commitments are due and payable in full on May 2, 2011, and amounts outstanding under the extended revolving commitments are due and payable in full on May 2, 2013. As of December 31, 2010, there were no amounts outstanding under our revolving credit line.

We may be required each year, generally concurrent with the filing of our Annual Report on Form 10-K, to make a mandatory principal prepayment for the preceding fiscal year towards term loans equal to a specified percentage of excess cash flow depending on our actually attained ratio of consolidated total debt to 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 subordinated notes and our senior secured credit facilities), all as defined in the senior secured credit agreement. Any mandatory prepayments due are reduced dollar-for-dollar by any voluntary prepayments made during the year. For the period ended September 30, 2006 and for the years ended September 30, 2007, 2008, 2009 and 2010, we repaid $1.9 million, $25.2 million, $15.8 million, $23.5 million and $13.5 million, respectively, in principal towards the term loans. After consideration of our voluntary prepayments made in fiscal year 2010, we had a remaining mandatory principal repayment due for fiscal year 2010 of approximately $2.6 million. During the three months ended December 31, 2010, we proceeded with the $2.6 million mandatory payment. Any future excess cash flow- based payments will be dependent upon our attained ratio of consolidated total debt to adjusted EBITDA, upon us generating excess cash flow, and/or upon us making voluntary prepayments, all as defined in the senior secured credit agreement.36

Inamount ~~April~~not ~~2010~~to exceed $75.0 million, of which in August 2007 we ~~completed~~borrowed an incremental term loan of the ~~sale~~entire $75.0 million. The extended term loans and the portion of ~~our~~non-extended ~~productivity~~term ~~tools~~loans ~~business~~that ~~for~~relate ~~approximately~~to the original term loan of $12390.0 million inamortize ~~cash~~at 0.25% ~~See~~per ~~Note~~quarter 9with tothe ~~our~~final ~~unaudited~~balance ~~condensed~~of ~~consolidated~~the ~~financial~~non-extended ~~statements~~term ~~for~~loans, ~~more~~$96.8 ~~information~~million, payable on May 2, 2013 and the final balance of the extended term loans, $260.6 ~~The~~million, ~~senior~~payable ~~secured~~on ~~credit~~February ~~agreement~~2, ~~requires~~2016. Any usprepayments toof ~~reinvest~~principal ~~such~~will ~~cash~~reduce ~~proceeds~~the inquarterly ~~our~~payments ~~business~~due, ~~within~~therefore 12after consideration of the $2.6 million mandatory payment we made during the six months ended March 31, 2011 our first quarterly payment will be due in June 2011. The portion of ~~receipt~~the ~~and~~non-extended term loans that relate to ~~prepay~~the anincremental ~~aggregate~~term loan of $75.0 million will be payable in full on May 2, 2013. The principal ~~amount~~amounts outstanding under the non-extended revolving commitments are due and payable in full on May 2, 2011, and amounts outstanding under the extended revolving commitments are due and payable in full on May 2, 2013. As of ~~term~~March 31, 2011, there were no amounts outstanding under our revolving credit line.

We may be required each year, generally concurrent with the filing of our Annual Report on Form 10-K, to make a mandatory principal prepayment for the preceding fiscal year towards term loans equal to a specified percentage of excess cash flow depending on our actually attained ratio of consolidated total debt to 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 subordinated notes and our senior secured credit facilities), all as defined in the senior secured credit agreement. Any mandatory prepayments due are reduced dollar-for-dollar by any voluntary prepayments made during the year. For the period ended September 30, 2006 and for the years ended September 30, 2007, 2008, 2009 and 2010, we repaid $1.9 million, $25.2 million, $15.8 million, $23.5 million and $13.5 million, respectively, in principal towards the term loans. After consideration of our voluntary prepayments made in fiscal year 2010, we had a remaining mandatory principal repayment due for fiscal year 2010 of approximately $2.6 million. During the six months ended March 31, 2011, we proceeded with the $2.6 million mandatory payment. Any future excess cash flow- based payments will be dependent upon our attained ratio of consolidated total debt to adjusted EBITDA, upon us generating excess cash flow, and/or upon us making voluntary prepayments, all as defined in the senior secured credit agreement.

In April 2010, we completed the sale of our productivity tools business for approximately $12.0 million in cash. See Note 9 to our unaudited condensed consolidated financial statements for more information. The senior secured credit agreement requires us to reinvest such cash proceeds in our business within 12 months of receipt and to prepay an aggregate principal amount of term loans equal to the amount of any cash proceeds not so reinvested within such time period in our business. We have reinvested these cash proceeds in our business within such 12-month period.

• under the non-extended term loan, 1.00% with respect to base rate borrowings and 2.00% with respect to Eurocurrency rate borrowings (for a total interet rate of 2.31% as of March 31, 2011);

• under the non-extended incremental term loan, 1.0050% with respect to base rate borrowings and 2.0050% with respect to Eurocurrency rate borrowings (for a total interest rate of 2.3181% as of ~~December~~March 31, ~~2010~~2011);

• under the ~~non-~~extended ~~incremental~~ term loan, 13.50% with respect to base rate borrowings and 24.50% with respect to Eurocurrency rate borrowings (for a total interest rate of 24.81% as of ~~December~~March 31, ~~2010~~2011);

• under the extended term loan, 3.50% with respect to base rate borrowings and 4.50% with respect to Eurocurrency rate borrowings (rate of 4.81% as of December 31, 2010);


•	under the non-extended revolving credit commitments, 1.00% with respect to base rate borrowings and 2.00% with respect to Eurocurrency rate borrowings, which may be reduced subject to our attainment of certain leverage ratios; and


•	under the extended revolving commitments, 3.50% with respect to base rate borrowings and 4.50% with respect to Eurocurrency rate borrowings, which may be reduced subject to our attainment of certain leverage ratios.

Substantially all of our assets and those of our subsidiaries are pledged as collateral under the senior secured credit agreement.

The senior secured credit agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability to:


•	incur additional indebtedness (including contingent liabilities);


•	create liens on assets;


•	enter into sale-leaseback transactions;


•	engage in mergers or acquisitions;


•	dispose of assets;


•	pay dividends and restricted payments;


•	make investments (including joint ventures);


•	make capital expenditures;


•	prepay other indebtedness (including the notes);


•	engage in certain transactions with affiliates;


•	amend agreements governing our subordinated indebtedness (including the notes);


•	amend organizational documents and other material agreements; and


•	materially change the nature of our business.

In addition, the senior secured credit agreement requires us to maintain the following financial covenants:


•	a maximum total leverage ratio; and


•	a minimum interest coverage ratio.

The senior secured credit agreement also contains certain customary affirmative covenants and events of default. Substantially all of our assets and those of our subsidiaries are pledged as collateral under the senior secured credit agreement.

Derivative Instruments and Hedging Activities

Our objective in using interest rate swaps is to add stability to interest expense and to manage and reduce the risk inherent in interest rate fluctuations. To accomplish this objective, we primarily use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for our making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. At the time we entered into the senior secured credit agreement, we entered into four interest rate swaps to effectively convert a notional amount of $245.0 million of floating rate debt to fixed rate debt. In November 2007, 2008 and 2009, interest rate swaps with a notional amount of $25.0 million, $30.0 million and $50.0 million, respectively, matured. As of ~~December~~March 31, ~~2010~~2011, we had an outstanding interest rate swap with a notional amount of $140.0 million. As of and for the ~~three~~six months ended ~~December~~March 31, ~~2010~~2011, there is no cumulative ineffectiveness related to this interest rate swap.

Senior Subordinated Notes due 2016

We also issued $175.0 million aggregate principal amount of 9.5% senior subordinated notes due May 2, 2016. The notes were issued in a private transaction that was not subject to the registration requirements of the Securities Act. The notes subsequently were exchanged for substantially identical notes registered with the U.S. Securities and Exchange Commission (“SEC”), pursuant to a registration rights agreement entered into in connection with the indenture under which these notes were issued.

During fiscal year 2010, we repurchased approximately $60.7 million in face value of our senior subordinated notes in open market transactions for an aggregate purchase price of approximately $41.1 million (including accrued interest). The repurchased notes have been retired. There were no repurchases of notes during the three months ended December 31, 2010 and 2009. As a result of these repurchases, senior subordinated notes representing $114.3 million in principal amount were outstanding as of December 31, 2010.38

issued in a private transaction that was not subject to the registration requirements of the Securities Act. The notes subsequently were exchanged for substantially identical notes registered with the U.S. Securities and Exchange Commission (“SEC”), pursuant to a registration rights agreement entered into in connection with the indenture under which these notes were issued.

During fiscal year 2009, we repurchased approximately $60.7 million in face value of our senior subordinated notes in open market transactions for an aggregate purchase price of approximately $41.1 million (including accrued interest). The repurchased notes have been retired. As a result of these repurchases, senior subordinated notes representing $114.3 million in principal amount were outstanding as of March 31, 2011. There were no repurchases of notes during the six months ended March 31, 2011 and 2010.

The indenture governing our senior subordinated notes limits our (and most of our subsidiaries') ability to:


•	incur additional indebtedness;


•	pay dividends on or make other distributions or repurchase our capital stock;


•	make certain investments;


•	enter into certain types of transactions with affiliates;


•	use assets as security in other transactions; and


•	sell certain assets or merge with or into other companies.

33The terms of the senior secured credit agreement and the indenture governing the senior subordinated notes restrict certain activities by us, the most significant of which include limitations on additional indebtedness, liens, guarantees, payment or declaration of dividends, sale of assets and transactions with affiliates. In addition, the senior secured credit agreement requires us to maintain a maximum total leverage ratio and a minimum interest coverage ratio. The senior secured credit agreement and the indenture also contain certain customary affirmative covenants and events of default. At March 31, 2011, we were in compliance with all of the covenants under the senior secured credit agreement and the indenture.

The terms of the senior secured credit agreement and the indenture governing the senior subordinated notes restrict certain activities by us, the most significant of which include limitations on additional indebtedness, liens, guarantees, payment or declaration of dividends, sale of assets and transactions with affiliates. In addition, the senior secured credit agreement requires us to maintain a maximum total leverage ratio and a minimum interest coverage ratio. The senior secured credit agreement and the indenture also contain certain customary affirmative covenants and events of default. At December 31, 2010, we were in compliance with all of the covenants under the senior secured credit agreement and the indenture.

~~Three Months Ended December 31, 2010 Compared to Three Months Ended December 31, 2009~~ 39

~~Our~~Six ~~net~~Months ~~cash~~Ended ~~provided by operating activities from continuing operations for the three months ended December~~March 31, ~~2010~~2011 ~~and~~Compared ~~2009 was $4.3 million and $6.3 million, respectively. As compared~~ to ~~the~~Six ~~prior~~Months ~~year,~~Ended ~~the decrease was largely attributable to an additional use of cash of $5.1 million for accounts payable~~March 31, ~~$4.6~~2010 million for deferred revenue and $3.1 million for deferred income taxes, partially offset by an increase in net income from continuing operations (after giving effect to $0.7 million of higher amortization of intangible assets in the current year) as well as an increase in cash provided by accounts receivable of $4.1 million, inventories of $2.3 million, accrued expenses and other liabilities of $1.9 million, prepaid expenses and other assets of $1.4 million and allowance for doubtful accounts of $0.5 million.

Our ~~investing activities used~~ net cash ofprovided ~~$4.2~~by ~~million~~operating ~~and~~activities ~~$3.4~~from ~~million~~continuing ~~during~~operations for the ~~three~~six months ended ~~December~~March 31, ~~2010~~2011 and ~~2009,~~2010 ~~respectively.~~was ~~The~~$28.8 ~~increase~~million inand ~~cash~~$22.8 ~~used~~million, inrespectively. As ~~investing~~compared ~~activities~~to ~~from~~ the prior year, the increase was ~~primarily~~largely ~~due~~attributable to anadditional ~~increase~~cash inprovided ~~purchases~~by ofaccrued ~~property~~expenses and ~~equipment~~other asliabilities ~~well~~of as$10.6 amillion, ~~slight~~accounts ~~increase~~receivable inof ~~capitalized computer software and database costs~~$4. We5 ~~purchased~~million ~~property~~ and ~~equipment~~inventories of $12.53 million and allowance for doubtful accounts of $0.84 million, ~~and~~partially ~~capitalized~~offset ~~computer~~by ~~software~~a ~~and~~decrease ~~database~~in ~~development~~net ~~costs~~income from continuing operations (adjusted for higher amortization of intangibles in the current year) as well as an additional use of cash of $24.75 million ~~and~~for accounts payable, $2.64 million for ~~the~~deferred ~~three~~revenue, ~~months~~$1.9 ~~ended~~million ~~December 31,~~for ~~2010~~deferred income taxes and ~~2009,~~$0.2 ~~respectively~~million for prepaid expenses and other assets.

Our ~~financing~~investing activities used net cash of $59.20 million and $167.07 million ~~for~~during the ~~three~~six months ended ~~December~~March 31, ~~2010~~2011 and ~~2009~~2010, respectively. The ~~decrease~~increase in cash used in ~~financing~~investing activities from the prior year was primarily due to ~~payments~~an onincrease ~~our~~in ~~current~~purchases ~~and~~of ~~long-term~~property ~~debt~~and ~~of $16~~equipment.~~0 million~~ We ~~during~~purchased ~~the~~property ~~three~~and ~~months~~equipment ~~ended~~of ~~December~~$3.6 ~~31,~~million ~~2009~~and ~~compared to~~ $2.6 2 million ~~during~~for the ~~three~~six months ended ~~December~~March 31, 2011 and 2010, ~~partially~~respectively ~~offset~~and bycapitalized ~~the~~computer ~~payment~~software and database development costs of $25.64 million offor ~~deferred~~both ~~financing fees during~~ the ~~three~~six months ended ~~December~~ March 31, 2011 and 2010.

WeOur ~~believe~~financing ~~that~~activities ~~cash~~used ~~flows~~net ~~from~~cash ~~operations,~~of ~~together~~$5.2 ~~with~~million ~~amounts~~and ~~available~~$16.0 ~~under~~million for the ~~senior~~six ~~secured~~months ~~credit~~ended ~~agreement~~March 31, ~~will~~2011 beand ~~sufficient to fund our working capital~~2010, ~~capital~~respectively. ~~expenditures~~The ~~and~~decrease ~~debt~~in ~~service~~cash ~~requirements~~used ~~for~~in atfinancing ~~least~~activities ~~the~~was ~~next~~primarily ~~twelve~~due ~~months. Our ability~~ to ~~meet~~payments on our ~~working~~current ~~capital~~ and long-term debt ~~service~~of ~~requirements,~~$2.6 ~~however,~~million isduring ~~subject~~the tosix ~~future~~months ~~economic~~ended ~~conditions and to financial~~March 31, ~~business~~2011 ~~and~~compared ~~other~~to ~~factors, many of which are beyond our control~~$16.0 million Ifduring wethe ~~are~~six ~~not~~months ~~able~~ended toMarch 31, ~~meet such requirements~~2010, wepartially ~~may~~offset beby ~~required~~the topayment ~~seek~~of ~~additional financing~~$2.6 ~~There~~million ~~can~~of bedeferred nofinancing ~~assurance~~fees ~~that~~during wethe ~~will~~six bemonths ~~able~~ended toMarch 31, ~~obtain financing from other sources on terms~~ 2011.

34We believe that cash flows from operations, together with amounts available under the senior secured credit agreement, will be sufficient to fund our working capital, capital expenditures and debt service requirements for at least the next twelve months. Our ability to meet our working capital and debt service requirements, however, is subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. If we are not able to meet such requirements, we may be required to seek additional financing. There can be no assurance that we will be able to obtain financing from other sources on terms acceptable to us, if at all.

acceptable to us, if at all.

From time to time, we intend to pursue acquisitions, but the timing, size or success of any acquisition effort and the related potential capital commitments cannot be predicted. We expect to fund future acquisitions primarily with cash flow from operations and borrowings, including borrowing from amounts available under our senior secured credit agreement or through new debt issuances. We may also issue additional equity either directly or in connection with any such acquisitions. There can be no assurance that acquisition funds will be available on terms acceptable to us, or at all.

Covenant Compliance

Our senior secured credit agreement requires us to meet certain financial tests, including covenants that require us to satisfy a maximum total leverage ratio of consolidated total debt to 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 subordinated notes and our senior secured credit facilities) and a minimum interest coverage ratio of adjusted EBITDA to consolidated interest expense, and other financing conditions tests, which become increasingly stringent over the term of the senior secured credit facility. See “Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources — Senior Secured Credit Agreement.” Based on our forecasts for the remainder of fiscal year 2011, we currently anticipate that we will be able to meet or exceed these financial tests and covenants during this period. This expectation is based on our cost and revenue expectations for fiscal year 2011, which include certain cost cutting initiatives. Should the current economic conditions cause our business or our vertical markets to deteriorate beyond our expectations or should our cost cutting initiatives prove insufficient we may not be able to satisfy these financial tests and covenants. In addition to these factors, our continued ability to meet those financial ratios and tests can be affected by other events beyond our control or risks in our business (See “Part I, Item 1A — Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended September 30, 2010).

The failure to comply with any of these covenants or tests would cause a default under our senior secured credit facilities. A default, if not waived or cured, could result in acceleration of the outstanding indebtedness under our senior secured credit facilities and our senior subordinated notes, in which case our debt would become immediately due and payable. In addition, a default or acceleration of indebtedness under our senior secured credit facilities or our senior subordinated notes could result in a default or acceleration of other indebtedness we may incur in the future with cross-default or cross-acceleration provisions. If this occurs, we may not be able to pay our debt or borrow sufficient funds to refinance it. Even if new financing is available, it may not be available on terms that are acceptable to us, particularly given the current crisis in the debt market in which the general availability of credit is substantially reduced and the cost of borrowing is generally higher with more restrictive terms. Furthermore, if we are required to amend our senior secured credit agreement, we may be required to pay significant amounts to obtain a waiver or the lenders thereunder may require that interest rates applicable to our loans increase as a condition to agreeing to any such amendment. Either such event could harm our financial condition.

acceleration of other indebtedness we may incur in the future with cross-default or cross-acceleration provisions. If this occurs, we may not be able to pay our debt or borrow sufficient funds to refinance it. Even if new financing is available, it may not be available on terms that are acceptable to us, particularly given the current crisis in the debt market in which the general availability of credit is substantially reduced and the cost of borrowing is generally higher with more restrictive terms. Furthermore, if we are required to amend our senior secured credit agreement, we may be required to pay significant amounts to obtain a waiver or the lenders thereunder may require that interest rates applicable to our loans increase as a condition to agreeing to any such amendment. Either such event could harm our financial condition.

In order to help ensure compliance with our covenants under our senior secured credit facilities we may take additional actions in the future to modify our operations or capital structure, including implementing additional cost cutting initiatives. In addition, in the event a default of the financial tests required by our senior secured credit facilities occurs, we may (but no more than two times in four fiscal quarters) cure the default by raising equity capital from our existing investors in an amount sufficient to pass, but not to exceed, the financial test. While we believe that these additional remedies provide us with some additional flexibility in maintaining compliance with our tests and covenants, they do not assure us that we will not find ourselves in violation of these tests and covenants. If repayment under our senior secured credit agreement is accelerated, we cannot assure you that we would have sufficient assets or access to credit to repay our indebtedness.

We use consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”), as further adjusted, a non-GAAP financial measure, to determine our compliance with certain covenants contained in our senior secured credit agreement and in the indenture governing our senior subordinated notes. For covenant calculation purposes, “adjusted EBITDA” is defined as consolidated net income (loss) adjusted to exclude interest, taxes, depreciation and amortization, and further adjusted to exclude unusual items and other adjustments permitted in calculating covenant compliance under our senior secured credit facilities and the indenture governing our senior subordinated notes. The breach of covenants in our senior secured credit agreement that are tied to ratios based on adjusted EBITDA could result in a default under that agreement and under our indenture governing the senior subordinated notes. Our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is also tied to ratios based on adjusted EBITDA.

Adjusted EBITDA does not represent net income (loss) or cash flow from operations as those terms are defined by GAAP and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. While adjusted EBITDA and similar measures are frequently used as measures of operations and the ability to meet debt service requirements, these terms are not necessarily comparable to other similarly titled captions of other companies due to the potential inconsistencies in the method of calculation. Adjusted EBITDA does not reflect the impact of earnings or charges resulting from matters that we may consider not to be indicative of our ongoing operations. In particular, the definition of adjusted EBITDA in the indenture allows us to add back certain non-cash, extraordinary, unusual or non-recurring charges that are deducted in calculating net income (loss). However, these are expenses that may recur, vary greatly and are difficult to predict. Further, our debt instruments require that adjusted EBITDA be calculated for the most recent four fiscal quarters. As a result, the measure can be disproportionately affected by a particularly strong or weak quarter. Further, it may not be comparable to the measure for any subsequent four-quarter period or any complete fiscal year.

The following is a reconciliation of net income (loss), which is a GAAP measure of our operating results, to adjusted EBITDA (as described in our senior secured credit agreement and the indenture governing our senior subordinated notes, including related calculations) for the twelve months ended December 31, 2010 and 2009 (in thousands).41

	Twelve Months EndedDecember 31,
	2010			2009
Net income (loss)	$	23,549		$	(62,712	)
Acquisition costs	4,819			95
Adjusted net income (loss)	28,368			(62,617		)
Interest expense	31,904			35,908
Income tax expense and other income-based taxes	13,661			22,629
Depreciation and amortization	40,347			38,774
Gain on asset sales, net of tax	(6,178		)	—
Gain on retirement of debt	—			(18,958		)
Non-cash charges (dissolution of wholly owned subsidiary, impairment charges and stock-based compensation expense)	5,148			93,063
Non-recurring cash charges and restructuring charges	3,393			5,309
Deferred compensation payments	268			294
Sponsor payments	104			162
Foreign exchange gain	(434		)	(161		)
Disposed of EBITDA from sale of our productivity tools business	(457		)	(2,082		)
Adjusted EBITDA	$	116,124		$	112,321

The following is a reconciliation of net income, which is a GAAP measure of our operating results, to adjusted EBITDA (as described in our senior secured credit agreement and the indenture governing our senior subordinated notes, including related calculations) for the twelve months ended March 31, 2011 and 2010 (in thousands).



	Twelve Months Ended March 31,
	2011			2010
Net income	$	21,515		$	10,953
Acquisition costs	4,837			522
Adjusted net income	26,352			11,475
Interest expense	33,433			34,004
Income tax expense and other income-based taxes	15,842			17,681
Depreciation and amortization	39,966			39,463
Gain on asset sales, net of tax	(6,178		)	—
Gain on retirement of debt	—			(4,631		)
Non-cash charges (dissolution of wholly owned subsidiary, impairment charges and stock-based compensation expense)	5,158			11,143
Non-recurring cash charges and restructuring charges	2,584			3,519
Deferred compensation payments	265			291
Sponsor payments	87			157
Foreign exchange gain	(546		)	(653		)
Disposed of EBITDA from sale of our productivity tools business	385			(2,369		)
Adjusted EBITDA	$	117,348		$	110,080

Our financial covenant requirements and ratios as of ~~December~~March 31, ~~2010~~2011 were as follows:

	CovenantRequirements	Our Ratio
Senior Secured Credit Agreement (1)
Maximum consolidated total debt to adjusted EBITDA ratio	4.25x	3.7554
Minimum adjusted EBITDA to consolidated interest expense	2.75x	3.9278
Senior Subordinated Notes (2)
Minimum adjusted EBITDA to fixed charges ratio required to incur additional indebtedness pursuant to ratio provisions	2.00x	3.9278

__________________________________________

(1) Our senior secured credit agreement currently requires us to maintain a consolidated total debt to adjusted EBITDA ratio of a maximum of 4.2525x; however, this ratio is lowered to a maximum of 4.00x by the end of the quarter ending December 31, 2011 and 3.75x by the end of the quarter ending March 31, 2013. Consolidated total debt is defined in the senior secured credit agreement as total debt other than certain indebtedness and is reduced by the amount of cash and cash equivalents on our consolidated balance sheet in excess of $7.5 million. As of ~~December~~March 31, ~~2010~~2011, our consolidated total debt was $~~435~~415.13 million, consisting of total debt other than certain indebtedness totaling $496.8 million, net of cash and cash equivalents in excess of $7.5 million totaling $6181.75 million. We are also required to maintain an adjusted EBITDA to consolidated interest expense ratio of 2.75x as of the quarter ended ~~December~~March 31, ~~2010~~2011. Consolidated interest expense is defined in the senior secured credit agreement as consolidated cash interest expense less cash interest income and is further adjusted for certain non-cash interest expenses and other items. Failure to satisfy these ratio requirements would constitute a default under the senior secured credit agreement. If our lenders failed to waive any such default, our repayment obligations under the senior secured credit agreement could be accelerated. This would also constitute a default under the indenture governing the senior subordinated notes.

(2)

Our ability to incur additional indebtedness and make certain restricted payments under the indenture governing the senior subordinated notes, subject to specified exceptions, is tied to adjusted EBITDA to fixed charges ratio of at least 2.00x, except that we may incur certain indebtedness and make certain restricted payments and certain permitted investments without regard to the ratio. Fixed charges is defined in the indenture governing the senior subordinated notes as consolidated interest expense less interest income, adjusted for acquisitions, and further adjusted for non-cash interest expense.

Recently Issued Accounting Pronouncements

See Note 2 — Recently Issued Accounting Pronouncements to our unaudited condensed consolidated financial statements.

3743

Item 3 — Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

Historically, our exposure to market risk for changes in interest rates relates primarily to our short and long-term debt obligations. At ~~December~~March 31, ~~2010~~2011, pursuant to our senior secured credit agreement, we had $109.43 million and $273.2 million aggregate principal amount outstanding of term loans due 2013 and 2016, respectively, and $114.3 million of 9.5% senior subordinated notes due 2016. The term loans bear interest at floating rates. In May 2006, we entered into four interest rate swaps to manage and reduce the risk inherent in interest rate fluctuations and to effectively convert a notional amount of $245.0 million of floating rate debt to fixed rate debt. In November 2009, 2008 and 2007, interest rate swaps with a notional amount of $50.0 million, $30.0 million and $25.0 million, respectively, matured. As of ~~December~~March 31, ~~2010~~2011, we had an outstanding interest rate swap with a notional amount of $140.0 million. Giving effect to the interest rate swap, a 0.25% increase in floating rates would increase our interest expense by $0.4 million annually. See “Derivative Instruments and Hedging Activities” under Note 3 to our unaudited condensed consolidated financial statements, which section is incorporated herein by reference.

Foreign Currency Risk

The majority of our operations are based in the United States and, accordingly, the majority of our transactions are denominated in U.S. dollars; however, we do have foreign-based operations where transactions are denominated in foreign currencies and are subject to market risk with respect to fluctuations in the relative value of currencies. Currently, we have operations in Canada, the United Kingdom and Ireland and conduct transactions in the local currency of each location.

We monitor our foreign currency exposure and, from time to time, will attempt to reduce our exposure through hedging. At ~~December~~March 31, ~~2010~~2011, we had no foreign currency contracts outstanding.

Item 4 — Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. This term refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified by the SEC in its rules and forms. “Disclosure controls and procedures” include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of ~~December~~ March 31, ~~2010~~2011. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer, have concluded that our disclosure controls and procedures were effective as of ~~December~~ March 31, ~~2010~~2011 to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the ~~three~~six months ended ~~December~~March 31, ~~2010~~2011, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can only provide reasonable, not absolute, assurances that the objectives of the control system are met. The design of a control system reflects resource constraints, and the benefits of controls must be considered relative to their costs. Because there are inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, within our company have been or will be detected.

3944

PART II — OTHER INFORMATION

Item 1 — Legal Proceedings

WeOn ~~believe~~January we17, ~~have~~2011, ~~meritorious~~Activant ~~defenses~~filed toa ~~this~~motion ~~lawsuit.~~for ~~Although~~partial wesummary ~~intend~~judgment torequesting ~~defend~~that the ~~lawsuit~~arbitration ~~vigorously,~~panel ~~there~~dismiss ~~can~~all beof noIAP's ~~assurance~~claims ~~that~~against weActivant. The ~~will~~arbitration bepanel ~~successful~~held ina ~~our~~hearing ~~defense,~~on ~~and~~Activant's ~~damages~~summary ~~resulting~~judgment ~~from~~motion anon ~~unsuccessful~~February ~~defense~~14, ~~could~~2011, ~~have~~and ~~a material adverse effect~~ on ~~our~~February ~~business~~22, ~~financial condition~~2011, ~~results~~the ofpanel ~~operations~~granted orActivant's ~~cash~~summary ~~flows.~~judgment ~~Even if we are successful~~motion, wethereby ~~may~~dismissing ~~incur~~all ~~substantial~~of ~~legal~~IAP's ~~fees~~claims ~~and~~against ~~other~~Activant. Activant's ~~costs~~affirmative inclaims ~~defending~~against ~~the~~IAP ~~lawsuit~~remain ~~and~~pending, ~~the efforts~~ and ~~attention~~Activant ofexpects ~~our~~that ~~management~~there ~~and~~will ~~technical personnel may~~ be ~~diverted, which could also have~~ a ~~material~~hearing ~~adverse effect~~ on ~~our~~the ~~business,~~merits ~~financial condition, results~~ of ~~operations~~its orclaims ~~cash~~against ~~flows.~~IAP Weduring ~~own approximately 46% of~~ the ~~outstanding~~summer ~~common stock~~ of ~~IAP and hold two of five seats on IAP’s board of directors~~2011.

Item 1A — Risk Factors

~~There~~Our ~~have~~Annual ~~been~~Report noon ~~material~~Form 10-K ~~changes~~for ~~from~~ the ~~risk~~fiscal ~~factors~~year ~~associated~~ended September 30, 2010, filed with ~~our~~the ~~business~~SEC on December 14, ~~financial~~2010 ~~condition~~(the ~~and~~“Annual ~~results~~Report”), includes a detailed discussion of ~~operations~~our asrisk ~~set~~factors ~~forth~~under inthe heading “Part I, Item 1A of— Risk Factors.” Set forth below are certain changes from the risk factors previously disclosed in our Annual Report. You onshould ~~Form~~carefully ~~10-K~~consider ~~for~~the risk factors discussed in this quarterly report and our Annual Report as well as the ~~fiscal~~other ~~year~~information ~~ended~~in ~~September 30~~this quarterly report. If any of the following risks or the risks discussed in the Annual Report occur, ~~2010~~our business, financial condition, results of operations and future growth prospects could suffer.

Uncertainties on the part of our current or prospective customers and the distraction of our management and other personnel caused by our recently announced merger agreement with affiliates of the Apax Funds could negatively affect our business and adversely impact our results of operations.

On April 4, 2011, we announced the pending acquisition of our corporate parent, Activant Group Inc., and the simultaneous pending acquisition of Epicor Software Corporation (“Epicor”), by affiliates of funds advised by Apax Partners L.P. and Apax Partners LLP, (the “Apax Funds”) and the intention of the Apax Funds to combine us with Epicor. The pending acquisitions are expected to concurrently close in our fiscal third quarter of 2011. The process of completing this transaction and planning for the post-closing integration of the two companies may require significant monetary and personnel resources, which may be disruptive to our business. The announcement of the pending transaction may result in uncertainties on the part of our current and prospective customers and in the distraction of our management and other personnel from our normal activities. For the period prior to the closing of the transaction, and should the transaction not close as currently expected, our business and results of operations could be adversely impacted as a result of the pending transaction, including as a result of, among other things, the following significant

challenges:


•	uncertainty among current and prospective customers with regard to the strategy of the combined company;


•	distraction of our management and other personnel; and


•	retention of key employees.

The impact of these uncertainties in our customer base cannot be predicted and may be very significant, including a reluctance on the part of current or prospective customers to acquire from us new systems or add-on products and associated services or to continue subscriptions to our services at their current levels or at all. We have spent and will continue to spend significant resources in conjunction with the pending transaction and integration of the two businesses. Failure to complete the transaction within the currently anticipated timeframe could negatively impact our business, results of operations and cash flows. Additionally, there can be no assurance that we will not incur material charges in future quarters to reflect additional costs associated with this pending merger and integration.

Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3 — Defaults Upon Senior Securities

None.

Item 4 — Removed and Reserved

Item 5 — Other Information

None.

Item 6 — Exhibits

See Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this Quarterly Report on Form 10-Q, which Exhibit Index is incorporated herein by reference.

4046

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ACTIVANT SOLUTIONS INC.
Date: February 9, 2011	By: /s/ KATHLEEN M. CRUSCO
Date: April 28, 2011	By: /s/ KATHLEEN M. CRUSCO
	Kathleen M. Crusco
	Executive Vice President and Chief Financial Officer(Principal Financial and Duly Authorized Officer)

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EXHIBIT INDEX

		Incorporated by Reference
ExhibitNumber	Exhibit Description	Form	FileNumber	Date of FirstFiling	ExhibitNumber	ProvidedHerewith
21.1	List of Subsidiaries of Activant Solutions Inc.	-	-	-	-	X
31.1	Certification pursuant to Section 302 of	-	-	-	-	X
	the Sarbanes-Oxley Act of 2002 by Pervez A. Qureshi
31.2	Certification pursuant to Section 302 of	-	-	-	-	X
	the Sarbanes-Oxley Act of 2002 by Kathleen M. Crusco
32.1*	Certification pursuant to Section 906 of	-	-	-	-	X
	the Sarbanes-Oxley Act of 2002 by Pervez A. Qureshi
32.2 *	Certification pursuant to Section 906 of	-	-	-	-	X
	the Sarbanes-Oxley Act of 2002 by Kathleen M. Crusco

____________________________________________________

* This certification is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

4248

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