DGAP-News: Descartes Reports Fiscal 2011 Third Quarter Financial Results


Descartes Systems Group 

01.12.2010 12:00
---------------------------------------------------------------------------

Record Operating Performance and Quarterly Revenues Driven by 37%
Year-Over-Year Increase in Revenues 

WATERLOO, Ontario, Dec. 1, 2010 (GLOBE NEWSWIRE) -- Descartes Systems
Group (TSX:DSG) (Nasdaq:DSGX) announced financial results for its
fiscal 2011 third quarter (Q3FY11) ended October 31, 2010. All
financial results referenced are in United States (U.S.) currency and,
unless otherwise indicated, are determined in accordance with U.S.
Generally Accepted Accounting Principles (GAAP).

Q3FY11 Financial Results

As described in more detail below, key financial highlights for
Descartes in Q3FY11 included:


  --  Revenues of $25.8 million, up 37% from $18.9 million in the third
      quarter of fiscal 2010 (Q3FY10) and compared to $25.2 million in the
      previous quarter (Q2FY11);
  --  Services revenues of $24.7 million, up 37% from $18.0 million in Q3FY10
      and compared to $23.9 million in Q2FY11. Services revenues comprised 96%
      of total revenues for the quarter;
  --  Gross margin of 67%, compared to 69% in Q3FY10 and 66% in Q2FY11;
  --  Net income of $1.6 million, up from $1.0 million in Q3FY10 and compared
      to $2.0 million in Q2FY11;
  --  Earnings per share on a diluted basis of $0.03, compared to $0.02 in
      Q3FY10 and $0.03 in Q2FY11;
  --  Days-sales-outstanding (DSO) for Q3FY11 were 53 days, compared to 48
      days in Q3FY10 and 57 days in Q2FY11;
  --  Adjusted EBITDA of $7.2 million, up 38% from $5.2 million in Q3FY10 and
      up 9% from $6.6 million in Q2FY11. Adjusted EBITDA as a percentage of
      revenues was 28% this quarter, compared to 28% in Q3FY10 and 26% in
      Q2FY11; and
  --  Adjusted EBITDA per diluted share for Q3FY11 was $0.11, compared to
      $0.09 in Q3FY10 and $0.11 in Q2FY11.

Adjusted EBITDA and Adjusted EBITDA per diluted share are non-GAAP
financial measures provided as a complement to financial results
presented in accordance with GAAP. We define Adjusted EBITDA as
earnings before interest, taxes, depreciation and amortization (for
which we include amortization of intangible assets, deferred
compensation, stock-based compensation and related taxes) and other
charges (for which we include acquisition-related expenses and
restructuring charges). These items are considered by management to be
outside Descartes' ongoing operational results. We define Adjusted
EBITDA per diluted share as Adjusted EBITDA divided by the number of
diluted shares used to calculate the GAAP measure of earnings per
share. A reconciliation of Adjusted EBITDA and Adjusted EBITDA per
diluted share to net income and earnings per share determined in
accordance with GAAP, respectively, is provided later in this release.

The following table summarizes Descartes' results in the categories
specified below over the past 5 fiscal quarters (unaudited, dollar
amounts in millions):
                                                     
                                                     
                        ----  ----  ----  ----  ---- 
                                                     
                        Q3    Q2    Q1    Q4    Q3   
                        FY11  FY11  FY11  FY10  FY10 
                        ----  ----  ----  ----  ---- 
  Revenues              25.8  25.2  21.3  18.9  18.9 
  Services revenues     24.7  23.9  20.2  17.7  18.0 
  Gross margin           67%   66%   65%   68%   69% 
  Net income*            1.6   2.0   0.2  10.3   1.0 
  Adjusted EBITDA        7.2   6.6   5.3   5.2   5.2 
  Adjusted EBITDA as a                               
   % of revenues         28%   26%   25%   28%   28% 
  Adjusted EBITDA per                                
   diluted share        0.11  0.11  0.08  0.08  0.09 
  DSOs (days)             53    57    68    47    48 



* Net income was positively impacted by income tax recoveries of $0.1
million and $11.0 million in Q2FY11 and Q4FY10, respectively. Net
income was negatively impacted by income tax expenses of $1.0 million,
$0.7 million and $1.8 million in Q3FY11, Q1FY11, and Q3FY10,
respectively. Net income in Q4FY10 was also impacted by $3.0 million in
non-cash stock-based compensation expense, as further described in our
audited annual consolidated financial statements for fiscal 2010,
compared to $0.3 million, $0.3 million, $0.3 million and $0.2 million
in Q3FY11, Q2FY11, Q1FY11, and Q3FY10, respectively.

Total revenues of $25.8 million in Q3FY11 were comprised of $24.7
million (96%) in services revenues and $1.1 million (4%) in license
revenues. Q3FY11 services revenues were up 37% from $18.0 million in
Q3FY10 and compared to $23.9 million in Q2FY11.

Based on the location of Descartes' customers, the geographic
distribution of revenues was as follows:


  --  $10.9 million of revenues (42%) were generated in the U.S.;
  --  $5.2 million (20%) in Belgium;
  --  $5.0 million (19%) in Europe, Middle East and Africa ('EMEA'), excluding
      Belgium;
  --  $3.5 million (14%) in Canada;
  --  $1.0 million (4%) in the Asia Pacific region; and
  --  $0.2 million (1%) in the Americas, excluding the U.S. and Canada.


Year-to-Date Financial Results

As described in more detail below, key financial highlights for
Descartes nine-month period ended October 31, 2010 included:


  --  Revenues of $72.3 million, up 32% from $54.9 million in the same period
      a year ago;
  --  Services revenues of $68.8 million, up 33% from $51.9 million in the
      same period a year ago. Services revenues comprised 95% of total
      revenues in both nine-month periods ended October 31, 2010 and 2009,
      respectively;
  --  Gross margin of 66%, compared to 69% in the same period a year ago;
  --  Net income of $3.8 million, compared to $4.0 million in the same period
      a year ago;
  --  Earnings per share on a diluted basis of $0.06 compared to $0.07 in the
      same period a year ago;
  --  Adjusted EBITDA of $19.1 million, up 26% from $15.1 million in the same
      period a year ago. Adjusted EBITDA as a percentage of revenues was 26%,
      compared to 28% in the same period a year ago, before the Porthus
      acquisition; and
  --  Adjusted EBITDA per share on a diluted basis was $0.30, compared to
      $0.28 in the same period in 2010.


The following table summarizes Descartes' results in the categories
specified below over the nine-month periods ended October 31, 2010 and
2009 (unaudited, dollar amounts in millions):
                                           
                                           
                          ---------------- 
                                           
                             Nine Months   
                               Ended       
                          ---------------- 
                                           
                          October  October 
                            31,      31,   
                           2010     2009   
                          -------  ------- 
  Revenues                   72.3     54.9 
  Services revenues          68.8     51.9 
  Gross margin                66%      69% 
  Net income*                 3.8      4.0 
  Adjusted EBITDA            19.1     15.1 
  Adjusted EBITDA as a %                   
   of revenues                26%      28% 
  Adjusted EBITDA per                      
   diluted share             0.30     0.28 



* Net income was negatively impacted by income tax expenses of $1.6
million and $3.4 million in the nine month periods ended October 31,
2010 and 2009, respectively.

'Logistics is the backbone of commerce. Uniting business in commerce
has never been more important, to improving the productivity,
performance and security of logistics operations,' said Art Mesher,
Descartes' CEO. 'Our focus on delivering results to customers through
our inherent global logistics network with fast time-to-value continues
to fuel financial results that are ahead of our plans.'

Cash Position at October 31, 2010

As at October 31, 2010, Descartes had $62.8 million in cash comprised
entirely of cash and cash equivalents. The primary uses of cash in the
nine months ended October 31, 2010 was to complete the acquisitions of
Porthus (March 2010, approximately $34.6 million), 882976 Ontario Inc.
('Imanet', April 2010, approximately $5.8 million) and Routing
International (June 2010, approximately $4.1 million). On January 31,
2010, we had $94.6 million in cash and cash equivalents and short-term
investments.

'Our results this quarter again illustrate Descartes' ability to
profitably grow its business and maintain a strong balance sheet.
Following first half results that were ahead of our plans, these
results show consistent, solid performance across our different
geographies, products and industry segments,' said Stephanie Ratza, CFO
at Descartes.

The table set forth below provides a summary of cash flows for the three- and
nine-month periods ended October 31, 2010, in millions of dollars: 


                                             Three Months  Nine Months
                                                    Ended        Ended
                                              October 31,  October 31,
                                                     2010         2010

                                             ------------  -----------
 Cash provided by operating activities                4.6         12.6
 Additions to capital assets                         (0.5)        (1.2)
 Proceeds from the sale of investment in
  affiliate                                            --          0.5
 Business acquisitions and acquisition-
  related costs, net of cash acquired                (1.1)       (45.0)
 Issuance of common shares                            0.3          0.6
 Repayment of financial liabilities                    --         (0.3)
 Effect of foreign exchange rate on cash,
  cash equivalents and short-term investments         1.0          1.0
                                             ------------  -----------
 Net change in cash, cash equivalents and
  short-term investments                              4.3        (31.8)
 Cash, cash equivalents and short-term
  investments, beginning of period                   58.5         94.6
                                             ------------  -----------
 Cash, cash equivalents and short-term
  investments, end of period                         62.8         62.8
                                             ------------  -----------

Q3FY11 Business Events / Announcements

In line with Descartes' strategy to build leading product offerings and
expand its global network of customers and trading partners, the
company made the following announcements and/or participated in the
following events since September 9, 2010:


  --  An alliance with INTTRA to improve the global ocean shipping process;
  --  Its United States Parcel Service GPS Tracking compliance service;
  --  Launched advanced mobile resource management solutions;
  --  Hosted its Global User Group Conference in Fort Lauderdale, Florida with
      record attendance;
  --  Hit a milestone of 35,000 connected participants on its federated Global
      Logistics Network;
  --  Extended its cloud computing capabilities in cooperation with Microsoft;
  --  Announced customer successes with British Airways, Triumph Express,
      Acculogix, Brault & Martineau, Jiangsu Tobacco, and industry leaders in
      utility, foodservice and gas transporter markets; and
  --  Announced United by Design partnership successes with Community Network
      Services, NTI and Createch.




Renewal of Normal Course Issuer Bid

Descartes also announced its intention to renew its normal course
issuer bid (the 'Renewal Normal Course Issuer Bid') through the
facilities of the Toronto Stock Exchange ('TSX') and NASDAQ Global
Select Market ('NASDAQ').

Descartes' current normal course issuer bid to purchase up to an
aggregate of 5,458,773 common shares of Descartes through the
facilities of the TSX and/or NASDAQ expires on December 21, 2010.
Descartes has not completed any purchases pursuant to the expiring
normal course issuer bid.

Pursuant to the Renewal Normal Course Issuer Bid, purchases over the
TSX and/or NASDAQ may commence in December 2010 on a date to be
announced. The Renewal Normal Course Issuer Bid would expire one year
from the commencement date. The renewal of the Renewal Normal Course
Issuer Bid to be undertaken through the facilities of the TSX,
including the commencement date of the bid, is subject to the approval
of the TSX.

Pursuant to applicable TSX rules, the maximum number of shares that may
be purchased pursuant to the Renewal Normal Course Issuer Bid,
calculated as of the start of the bid, would be the greater of (i) 5%
of Descartes' issued and outstanding common shares; and (ii) 10% of
Descartes' public float. As at November 30, 2010, Descartes had
61,582,577 issued and outstanding common shares and had calculated its
public float to be 49,960,720 common shares. Accordingly, if the
Renewal Normal Course Issuer Bid had been started as at December 1,
2010, the maximum number of shares that could be purchased pursuant to
the bid would be 4,996,072 common shares.

Conference Call

Members of Descartes' executive management team are scheduled to host a
conference call to discuss the company's financial results and business
prospects at 8:00 a.m. EST on Wednesday, December 1st. Designated
numbers are 888-812-2278 for North America or +1-706-679-7394 for
International. The company simultaneously has scheduled an audio
webcast on the Descartes Web site at
www.descartes.com/company/investors. Phone conference dial-in or web
cast log-in is required approximately 10 minutes beforehand.

Replays of the conference call will be available in two formats and
accessible from December 1st, 9:15 a.m. EST until December 5th, 23:59
EST by dialing 800-642-1687 for North America or +1-706-645-9291 for
International and using passcode number 21725729. An archived replay of
the webcast will be available at www.descartes.com/company/investors.

About Descartes

Descartes (TSX:DSG) (Nasdaq:DSGX) is the premier provider of Global
Trade Compliance, Supply Chain Execution and Mobile Resource Management
services. Descartes' Global Logistics Network (GLN) unites global
businesses and trading partners, allowing them to collaborate in a cost
effective way and maximize productivity and efficiency. Trading
partners that connect to the GLN join Descartes' Federated Network, the
world's most extensive multi-modal business network with over 35,000
trading partners connected, including ground carriers, airlines, ocean
carriers, freight forwarders, third-party providers of logistics
services customs house brokers, freight payment agencies,
manufacturers, retailers, distributors, mobile services providers and
regulatory agencies. Descartes is headquartered in Waterloo, Ontario,
Canada and has offices in North America, EMEA and Asia-Pacific. More
information and industry updates are available at
http://www.descartes.com and http://blog.descartes.com.

The Descartes Systems Group logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=4065

Safe Harbor Statement

This release contains forward-looking information within the meaning of
applicable securities laws ('forward-looking statements') that relates
to the positioning of Descartes to provide value to customers and
shareholders; its ability to grow its federated network; its ability to
build a valuable trading community; and other matters. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors and assumptions that may cause the
actual results, performance or achievements of Descartes, or
developments in Descartes' business or industry, to differ materially
from the anticipated results, performance or achievements or
developments expressed or implied by such forward-looking statements.
Such factors include, but are not limited to, Descartes' ability to
successfully execute on acquisitions and to integrate acquired
businesses and assets, and to predict expenses associated with and
revenues from the acquisitions; the ability to attract and retain key
personnel and the ability to manage the departure of key personnel;
changes in trade or transportation regulations that currently require
customers to use services such as those offered by Descartes; the
impact on Descartes' business of the global economic downturn;
departures of key customers; the impact of foreign currency exchange
rates; Descartes' ability to retain or obtain sufficient capital to
execute on its business strategy, including its acquisition strategy;
disruptions in the movement of freight; the potential for future
goodwill or intangible impairment as a result of other-than-temporary
decreases in Descartes' market capitalization; and other factors and
assumptions discussed in the section entitled, 'Certain Factors That
May Affect Future Results' in documents filed with the Securities and
Exchange Commission, the Ontario Securities Commission and other
securities commissions across Canada, including Descartes' Annual
Report on Form 40-F for FY10. If any such risks actually occur, they
could materially adversely affect our business, financial condition or
results of operations. In that case, the trading price of our common
shares could decline, perhaps materially. Readers are cautioned not to
place undue reliance upon any such forward-looking statements, which
speak only as of the date made. Forward-looking statements are provided
for the purpose of providing information about management's current
expectations and plans relating to the future. Readers are cautioned
that such information may not be appropriate for other purposes. We do
not undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements to
reflect any change in our expectations or any change in events,
conditions or circumstances on which any such statement is based,
except as required by law.

Reconciliation of Non-GAAP Financial Measures - Adjusted EBITDA and
Adjusted EBITDA per Diluted Share

We prepare and release quarterly unaudited and annual audited financial
statements prepared in accordance with GAAP. We also disclose and
discuss certain non-GAAP financial information, used to evaluate our
performance, in this and other earnings releases and investor
conference calls as a complement to results provided in accordance with
GAAP. We believe that current shareholders and potential investors in
our company use non-GAAP financial measures, such as Adjusted EBITDA
and Adjusted EBITDA per diluted share, in making investment decisions
about our company and measuring our operational results.

The term 'Adjusted EBITDA' (which we formerly referred to as 'Adjusted
Net Income') refers to a financial measure that we define as earnings
before interest, taxes, depreciation and amortization (for which we
include amortization of intangible assets, deferred compensation,
stock-based compensation and related taxes) and other charges (for
which we include acquisition-related expenses and restructuring
charges). Adjusted EBITDA per diluted share divides Adjusted EBITDA by
the number of diluted shares used in calculating the GAAP diluted
earnings per share, or diluted EPS, measure.

For fiscal periods ended on or before January 31, 2009, costs and
expenses of acquisitions, as well as certain costs of
restructuring/integrating acquired companies, were capitalized as part
of the purchase price for each acquisition. Effective for Descartes'
fiscal year ended January 31, 2010, GAAP changed to require that such
costs be expensed in the period incurred rather than recorded as part
of goodwill. Management considers acquisition-related and restructuring
activities to be outside the scope of Descartes' ongoing operations and
the related expenses are not used by management to measure operations.
Accordingly, these expenses arising as a result of this accounting
change are excluded from Adjusted EBITDA, which we reference to both
measure our operations and as a basis of comparison of our operations
from period-to-period. Management believes that investors and financial
analysts measure our business on the same basis, and we are providing
the Adjusted EBITDA financial metric to assist in this evaluation and
to provide a higher level of transparency into how we measure our own
business. However, Adjusted EBITDA is a non-GAAP financial measure and
may not be comparable to similarly titled measures reported by other
companies. Adjusted EBITDA should not be construed as a substitute for
net income determined in accordance with GAAP or other non-GAAP
measures that may be used by other companies, such as EBITDA. The use
of Adjusted EBITDA does have limitations. In particular, we have
completed nine acquisitions over the past three fiscal years and three
acquisitions this fiscal year, and may complete additional acquisitions
in the future that will result in acquisition-related expenses and
restructuring charges. As these acquisition-related expenses and
restructuring charges may continue as we pursue our consolidation
strategy, some investors may consider these charges and expenses as a
recurring part of operations rather than non-recurring charges and
expenses that are not part of operations.

The table below reconciles Adjusted EBITDA and Adjusted EBITDA per
diluted share to net income and diluted earnings per share,
respectively, reported in our unaudited Consolidated Statements of
Operations for Q3FY11, Q2FY11, Q1FY11, Q4FY10 and Q3FY10, which we
believe are the most directly comparable GAAP measures.

                                      ------  ------  ------  ------  ------ 
  (U.S. dollars in millions)          Q3FY11  Q2FY11  Q1FY11  Q4FY10  Q3FY10 
                                      ------  ------  ------  ------  ------ 
  Net income, as reported on 
   Consolidated Statements of 
   Operations                            1.6     2.0     0.2    10.3     1.0 
  Adjustments to reconcile to 
   Adjusted EBITDA: 
   Investment income                      --      --   (0.1)   (0.1)    (0.1) 
   Income tax expense (recovery)         1.0   (0.1)     0.7  (11.0)     1.8 
   Depreciation expense                  0.6     0.6     0.5     0.6     0.5 
   Amortization of intangible assets     3.1     3.0     2.2     1.7     1.7 
   Amortization of deferred 
    compensation, stock-based 
    compensation and related taxes       0.3     0.3     0.3     3.0     0.2 
   Other charges 
     Acquisition-related expenses         --     0.5     0.9     0.4      -- 
     Restructuring charges               0.6     0.3     0.6     0.3     0.1 
                                      ------  ------  ------  ------  ------ 
  Adjusted EBITDA                        7.2     6.6     5.3     5.2     5.2 
                                      ------  ------  ------  ------  ------ 
  Weighted average diluted shares 
   outstanding (thousands)            62,849  62,718  62,681  62,519  55,475 
  Diluted earnings per share            0.03    0.03      --    0.17    0.02 
  Adjusted EBITDA per diluted share     0.11    0.11    0.08    0.08    0.09 
                                      ------  ------  ------  ------  ------ 


The table below reconciles Adjusted EBITDA and Adjusted EBITDA per
diluted share to net income and diluted earnings per share,
respectively, reported in our unaudited Consolidated Statements of
Operations for the nine-month periods ended October 31, 2010 and 2009,
which we believe are the most directly comparable GAAP measures.
                                                       
                                                       
                                      ---------------- 
                                                       
                                         Nine Months   
                                           Ended       
                                      ---------------- 
                                                       
                                      October  October 
                                        31,      31,   
  (U.S. dollars in millions)           2010     2009   
                                      -------  ------- 
  Net income, as reported on                           
   Consolidated Statements of                          
   Operations                             3.8      4.0 
  Adjustments to reconcile to                          
   Adjusted EBITDA:                                    
   Investment income                    (0.1)    (0.3) 
   Income tax expense                     1.6      3.4 
   Depreciation expense                   1.7      1.3 
   Amortization of intangible assets      8.3      5.3 
   Amortization of deferred                            
    compensation, stock-based                          
    compensation and related taxes        0.9      0.4 
   Other charges                                       
     Acquisition-related expenses         1.4      0.5 
                                                       
     Restructuring charges                1.5      0.5 
                                      -------  ------- 
                                                       
  Adjusted EBITDA                        19.1     15.1 
                                      -------  ------- 
                                                       
  Weighted average diluted shares                      
   outstanding (thousands)             62,779   54,415 
  Diluted earnings per share             0.06     0.07 
                                                       
  Adjusted EBITDA per diluted share      0.30     0.28 
                                      -------  ------- 



  THE DESCARTES SYSTEMS GROUP INC.                
  INTERIM CONSOLIDATED BALANCE SHEETS             
                                                     
  (U.S. DOLLARS IN THOUSANDS; U.S. GAAP;             
   UNAUDITED)                                        
  -----------------------------------------------    
                                                  
                              October    January   
                                   31,        31,       
                             ---------  --------- 
                                                  
                                  2010       2010 
                             ---------  --------- 
  ASSETS                                          
  CURRENT ASSETS                                  
   Cash and cash                                  
    equivalents                 62,800     89,554 
   Short-term investments           --      5,071 
   Accounts receivable                            
    Trade                       15,226      9,840 
    Other                        4,226      2,231 
   Prepaid expenses and                           
    other                        2,169      1,146 
   Deferred income taxes         5,362      4,414 
                                                  
   Deferred tax charge             197        197 
                             ---------  --------- 
                                89,980    112,453 
  CAPITAL ASSETS                 6,869      5,482 
  GOODWILL                      56,619     34,456 
  INTANGIBLE ASSETS             44,239     21,058 
  DEFERRED INCOME TAXES         32,615     34,346 
                                                  
  DEFERRED TAX CHARGE              247        395 
                             ---------  --------- 
                                                  
                               230,569    208,190 
                             ---------  --------- 
                                                  
  LIABILITIES AND                                 
   SHAREHOLDERS' EQUITY                           
  CURRENT LIABILITIES                             
  Accounts payable               4,916      2,603 
  Accrued liabilities           11,728      7,509 
  Income taxes payable             359        975 
  Deferred income tax                             
   liability                       130         -- 
  Deferred revenue               5,853      5,454 
                                                  
  Other liabilities                 76         -- 
                             ---------  --------- 
                                23,062     16,541 
  DEFERRED REVENUE               1,522      1,172 
  INCOME TAX LIABILITY           2,966      2,605 
  DEFERRED INCOME TAX                             
   LIABILITY                     6,044         -- 
                                                  
  OTHER LIABILITIES                194         -- 
                             ---------  --------- 
                                                  
                                33,788     20,318 
                             ---------  --------- 
                                                  
  SHAREHOLDERS' EQUITY                            
  Common shares --                                
   unlimited shares                               
   authorized; Shares                             
   issued and outstanding                         
  totaled 61,582,577 at                           
   October 31, 2010 (                             
   January 31, 2010 --                            
   61,410,877)                  87,355     86,609 
  Additional paid-in                              
   capital                     452,254    451,591 
  Accumulated other                               
   comprehensive income                           
   (loss)                        1,635    (2,034) 
                                                  
  Accumulated deficit        (344,463)  (348,294) 
                             ---------  --------- 
                                                  
                               196,781    187,872 
                             ---------  --------- 
                                                  
                               230,569    208,190 
                             ---------  --------- 




  THE DESCARTES SYSTEMS GROUP INC.  
  INTERIM CONSOLIDATED STATEMENTS OF                         
   OPERATIONS                                                
                                                             
  (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND WEIGHTED  
   AVERAGE SHARE AMOUNTS; U.S. GAAP; UNAUDITED)              
  ---------------------------------------------------------- 
                                                             
                                                             
                          ----------------  ---------------- 
                                                             
                            Three Months       Nine Months   
                               Ended             Ended       
                          ----------------  ---------------- 
                          October  October  October  October 
                            31,      31,      31,      31,   
                                                             
                           2010     2009     2010     2009   
                          -------  -------  -------  ------- 
                                                             
  REVENUES                 25,787   18,865   72,322   54,894 
                                                             
  COST OF REVENUES          8,579    5,885   24,519   16,860 
                          -------  -------  -------  ------- 
                                                             
  GROSS MARGIN             17,208   12,980   47,803   38,034 
                          -------  -------  -------  ------- 
  EXPENSES                                                   
   Sales and marketing      3,040    2,613    8,761    7,463 
   Research and                                              
    development             4,434    3,581   12,431   10,564 
   General and                                               
    administrative          3,494    2,284   10,144    6,691 
   Other charges              571       67    2,897      958 
   Amortization of                                           
    intangible assets       3,107    1,704    8,342    5,256 
                          -------  -------  -------  ------- 
                                                             
                           14,646   10,249   42,575   30,932 
                          -------  -------  -------  ------- 
  INCOME FROM OPERATIONS    2,562    2,731    5,228    7,102 
  INTEREST EXPENSE            (3)       --      (6)       -- 
                                                             
  INVESTMENT INCOME            42       85      161      268 
                          -------  -------  -------  ------- 
  INCOME BEFORE INCOME                                       
   TAXES                    2,601    2,816    5,383    7,370 
  INCOME TAX EXPENSE                                         
   Current                    449      304    1,067      895 
                                                             
   Deferred                   536    1,524      485    2,467 
                          -------  -------  -------  ------- 
                                                             
                              985    1,828    1,552    3,362 
                          -------  -------  -------  ------- 
                                                             
  NET INCOME                1,616      988    3,831    4,008 
                          -------  -------  -------  ------- 
  EARNINGS PER SHARE                                         
   Basic                     0.03     0.02     0.06     0.08 
                                                             
   Diluted                   0.03     0.02     0.06     0.07 
                          -------  -------  -------  ------- 
  WEIGHTED AVERAGE                                           
   SHARES OUTSTANDING                                        
   (thousands)                                               
   Basic                   61,526   54,084   61,480   53,388 
                                                             
   Diluted                 62,849   55,475   62,779   54,415 
                          -------  -------  -------  ------- 

                                                                               
                                                                               
  THE DESCARTES SYSTEMS GROUP INC.                                             
  CONSOLIDATED STATEMENTS OF CASH FLOWS                                        
  (U.S. DOLLARS IN THOUSANDS; U.S. GAAP; UNAUDITED) 
  ---------------------------------------------------------------------------- 
                                                                               
                                           Three Months                        
                                              Ended         Nine Months Ended  
                                         ----------------  ------------------- 
                                         October  October   October   October  
                                           31,      31,       31,       31,    
                                                                               
                                          2010     2009      2010       2009   
                                         -------  -------  --------  --------- 
  OPERATING ACTIVITIES                                                         
  Net income                               1,616      988     3,831      4,008 
  Adjustments to reconcile net income                                          
   to cash provided by operating                                               
   activities:                                                                 
   Depreciation                              648      481     1,741      1,304 
   Amortization of intangible assets       3,107    1,704     8,342      5,256 
   Write-off redundant assets                417       --       417         -- 
   Amortization of deferred                                                    
    compensation                               1        1         7          4 
   Stock-based compensation expense          266      126       808        390 
   Gain on sale of investment in                                               
    affiliate                                 --       --      (20)         -- 
   Loss from investment in affiliate          --       --        19         -- 
   Deferred tax expense                      536    1,524       485      2,467 
   Deferred tax charge                        49       49       147        147 
   Changes in operating assets and                                             
    liabilities:                                                               
    Accounts receivable                                                        
     Trade                                 1,114       96     1,991        702 
     Other                                 (967)     (35)      (96)       (28) 
    Prepaid expenses and other             (140)       12      (45)        313 
    Accounts payable                       (331)    (326)       307        419 
    Accrued liabilities                       87     (57)   (2,755)    (1,556) 
    Income taxes payable                   (366)     (62)     (797)        247 
                                                                               
    Deferred revenue                     (1,476)  (1,266)   (1,751)    (1,684) 
                                         -------  -------  --------  --------- 
                                                                               
  Cash provided by operating activities    4,561    3,235    12,631     11,989 
                                         -------  -------  --------  --------- 
  INVESTING ACTIVITIES                                                         
   Maturities of short-term investments       --   10,030     5,071     10,194 
   Purchase of short-term investments         --  (5,051)        --   (35,362) 
   Additions to capital assets             (468)    (531)   (1,228)    (1,320) 
   Proceeds from the sale of investment                                        
    in affiliate                              --       --       487         -- 
   Acquisition of subsidiaries, net of                                         
    cash acquired and                                                          
   bank indebtedness assumed             (1,127)       --  (44,989)   (14,964) 
                                                                               
   Acquisition-related costs                  --       --        --       (58) 
                                         -------  -------  --------  --------- 
  Cash (used in) provided by investing                                         
   activities                            (1,595)    4,448  (40,659)   (41,510) 
                                         -------  -------  --------  --------- 
  FINANCING ACTIVITIES                                                         
   Issuance of common shares for cash        297   40,410       563     40,492 
                                                                               
   Repayment of other liabilities           (27)       --     (334)         -- 
                                         -------  -------  --------  --------- 
                                                                               
  Cash provided by financing activities      270   40,410       229     40,492 
                                         -------  -------  --------  --------- 
  Effect of foreign exchange rate                                              
   changes on cash and cash equivalents    1,049    (475)     1,045        124 
                                         -------  -------  --------  --------- 
  Increase (decrease) in cash and cash                                         
   equivalents                             4,285   47,618  (26,754)     11,095 
  Cash and cash equivalents, beginning                                         
   of period                              58,515   10,899    89,554     47,422 
                                         -------  -------  --------  --------- 
  Cash and cash equivalents, end of                                            
   period                                 62,800   58,517    62,800     58,517 
                                         -------  -------  --------  --------- 

CONTACT:  Descartes Systems Group
          Investor Contact:
          Laurie McCauley
          (519) 746-6114 x 2358
          investor@descartes.com

News Source: NASDAQ OMX



01.12.2010 Dissemination of a Corporate News, transmitted by DGAP - 
a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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Language:     English
Company:      Descartes Systems Group
              
               
              Canada
Phone:        
Fax:          
E-mail:       
Internet:     
ISIN:         CA2499061083
WKN:          
 
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