EX-99.1 2 ex99prsrls.htm PRESS RELEASE


Exhibit 99.1

 

DESCARTES REPORTS FISCAL 2008 SECOND QUARTER FINANCIAL RESULTS

 

Descartes reports record net income

11% quarter-over-quarter increase in services revenues drives 55% increase in net income

 

WATERLOO, ONTARIO, September 6, 2007 —Descartes Systems Group, a global on-demand software-as-a-service (SaaS) logistics solutions provider, announced financial results for its fiscal 2008 second quarter (Q2FY08) ended July 31, 2007. All financial results referenced are in United States currency and, unless otherwise indicated, are determined in accordance with United States Generally Accepted Accounting Principles (GAAP).

 

Q2FY08 Financial Results

As described in more detail below, key financial highlights for Descartes in Q2FY08 included:

 

Revenues of $14.3 million, up $1.0 million or 8% from $13.3 million in both the previous quarter (Q1FY08) and the second quarter of last fiscal year (Q2FY07). Services revenues in the quarter were $13.5 million, up $1.3 million or 11% from $12.2 million in Q1FY08;

 

Net income of $1.7 million, up $0.6 million or 55% from $1.1 million in both Q1FY08 and Q2FY07. Total expenses for Q2FY08 included $0.5 million in contingent acquisition consideration (described further below) with $0.5 million and $0.3 million of such expense included in Q1FY08 and Q2FY07, respectively;

 

Earnings per share of $0.03, up from $0.02 in each of Q1FY08 and Q2FY07; and

 

Record EBITDA of $3.4 million, up 13% from $3.0 million in Q1FY08 and up 21% from $2.8 million in Q2FY07. EBITDA as a percentage of revenues was 24% this quarter, compared to 23% in Q1FY08 and 21% in Q2FY07. This quarter is the sixth consecutive quarter that EBITDA, as a percentage of revenues, has been greater than 20%.

 

EBITDA is a non-GAAP financial measure provided as a complement to financial results presented in accordance with GAAP that we calculate as net income before interest, taxes, depreciation and amortization (for which we include amortization of intangible assets, contingent acquisition consideration, deferred compensation and stock-based compensation, and the impairment of goodwill). These items are considered by management to be outside Descartes’ ongoing operational results. A reconciliation of EBITDA to net income determined in accordance with GAAP 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, except per share amounts):

 

 

Q2FY08

Q1FY08

Q4FY07

Q3FY07

Q2FY07

Revenues

14.3

13.3

13.6

13.4

13.3

Services revenues

13.5

12.2

11.6

12.4

12.1

Gross margin (% of revenues)

66%

66%

66%

68%

67%

Net income

1.7*

1.1*

1.2*

0.4*

1.1*

Earnings per share

0.03

0.02

0.03

0.01

0.02

EBITDA

3.4

3.0

3.3

3.0

2.8

EBITDA % of revenues

24%

23%

24%

22%

21%

* Total expenses include contingent acquisition consideration from Descartes’ FY07 acquisitions of Flagship Customs Services and ViaSafe (Q2FY08 $0.5 million; Q1FY08 $0.5 million; Q4FY07 $0.5 million; Q3FY07 $1.2 million; and Q2FY07 $0.3 million).

 

Total revenues of $14.3 million were comprised of $13.5 million in services revenues and $0.8 million in license revenues. As a percentage of total revenues, services revenues were 94%, compared to 92% in Q1FY08 and 91% in Q2FY07, with the balance of the revenues in each period being license revenues.

 

Geographically, $8.9 million of revenues (62%) were generated in the Americas, excluding Canada, with $2.8 million (20%) in Europe, Middle East and Africa (“EMEA”), $2.1 million (15%) in Canada and $0.5 million (3%) in the Asia Pacific region. In Q2FY07, 63% of revenues were from the Americas, excluding Canada, 22% were from EMEA, 13% were from Canada and 2% from the Asia Pacific region.

 

Gross margin in Q2FY08 was 66% of revenues, unchanged from 66% in Q1FY08 and compared to 67% in Q2FY07.

 

Cash provided by operating activities was $3.7 million for Q2FY08, compared to $2.4 million in Q1FY08. As at July 31, 2007, Descartes had $49.2 million in cash and cash equivalents. Days sales outstanding were 54 days for Q2FY08, compared to 54 days in Q1FY08 and Q2FY07.

 

“Our results this quarter illustrate that our acquisitions and combined organic growth are delivering significant results to our customers and our bottom line,” said Stephanie Ratza, Descartes’ CFO. “The Global Logistics Network, fuelled by our compliance services, continued to perform well and generate cash. Our consistent operational results and our solid, debt-free balance sheet, create an excellent platform for continuing to deliver value to our customers and shareholders.”

 

“Our focus is to improve the productivity and performance of our customers,” said Arthur Mesher, CEO at Descartes. “Our phased, results-based methodology of selling and implementing in a software-as-a-service business model has proven effective. Our customer-focused operations and consolidation strategy are competitive differentiators as we strive to improve the business world through logistics.”

 


Fiscal 2008 Year-to-Date Financial Results

As described in more detail below, key financial highlights for Descartes in the first half of fiscal 2008 included the following:

 

Revenues of $27.6 million, increased $2.6 million or 10% from $25.0 million in the first half of fiscal 2007;

 

Gross margin of 66%, consistent with 66% in the first half of fiscal 2007;

 

Net income of $2.8 million, improved $0.5 million or 22% from $2.3 million in the first half of fiscal 2007;

 

Earnings per share of $0.06, improved by $0.01 or 20% from $0.05 per share in fiscal 2007; and

 

EBITDA of $6.4 million, increased by $1.2 million or 23% from EBITDA of $5.2 million in the first half of fiscal 2007. EBITDA as a percentage of revenues was 23% in the first half of fiscal 2008 compared to 21% for the first half of fiscal 2007.

 

The following table summarizes Descartes' results in the categories specified below over the past two fiscal years (unaudited, dollar amounts in millions, except per share amounts):

 

1st Half of Fiscal 2008

1st Half of Fiscal 2007

Revenues

27.6

25.0

Services revenues

25.7

22.8

Gross margin (% of revenues)

66%

66%

Net income

2.8*

2.3*

Earnings per share

0.06

0.05

EBITDA

6.4

5.2

EBITDA % of revenues

23%

21%

* Total expenses in the first half of fiscal 2008 included $1.0 million of contingent acquisition consideration compared to $0.3 million in the first half of fiscal 2007.

 

In the first half of fiscal 2008, total revenues of $27.6 million were comprised of $25.7 million in services revenues, or 93%, and $1.9 million in license revenues. In the first half of fiscal 2007, total revenues of $25.0 million were comprised of $22.8 million in services revenues, or 91%, and $2.2 million in license revenues.

 

Recent Acquisition

On August 17, 2007, Descartes announced that it had acquired Global Freight Exchange Limited (GF-X), a global leader for electronic freight booking in the air cargo industry. The acquisition of U.K-based GF-X added electronic air freight booking capability to Descartes’ Global Logistics Network (GLN), creating a global network capable of managing the entire air cargo shipment lifecycle. GF-X’s offering includes a comprehensive, on-line cargo reservation system where air carriers and freight forwarders can complete electronic air cargo bookings. Many of the world’s leading carriers and forwarders use GF-X’s products in major airfreight markets worldwide, including American Airlines, Air France, British Airways, Delta Air Lines, DHL, Kühne + Nagel, Lufthansa, and Panalpina. In support of the acquisition, several key air cargo carriers and freight forwarders extended their customer commitments to use GF-X’s products and services.

 


The purchase price for the acquisition included approximately $5.4 million in cash; approximately 0.5 million Descartes common shares that were issued to strategic airlines and freight forwarders, each of whom agreed to maintain their investment in Descartes for a minimum period ranging between 11 and 18 months; and up to an additional $5.2 million in cash if certain sales and other performance targets are met by GF-X over the next 4 years. In addition, Descartes anticipates that the final purchase price will include transaction and integration-related costs/liabilities that are currently estimated at approximately $2.5 million. In negotiating the initial purchase price and planning the ongoing integration activities, Descartes assumed that GF-X would contribute at least $4.0 million in revenues and $0.8 million in EBITDA to Descartes’ financial results for the 2009 fiscal year.

 

Conference Call

Members of Descartes' executive management team will host a conference call to discuss the company's financial results and business outlook at 8:00 a.m. EST on September 6. Designated numbers are (888) 214-7566 for North America or (415) 537- 1900 for International. The company simultaneously will conduct an audio webcast on the Descartes Web site at www.descartes.com/company/investors. Phone conference dial-in or webcast log-in is required approximately 10 minutes beforehand.

 

Replays of the conference call will be available in two formats and accessible for 24 hours after the call's completion by dialing (800) 558-5253 or (416) 626-4100 and using passcode number 21345678. An archived replay of the webcast will be available at www.descartes.com/company/investors.

 

About Descartes

Descartes (TSX: DSG) (NASDAQ: DSGX), a leading provider of software-as-a-service (SaaS) logistics solutions, is delivering results across the globe today for organizations that operate logistics-intensive businesses. Descartes’ logistics management solutions combine a multi-modal network, the Descartes Global Logistics Network, with component-based ‘nano’ sized applications to provide messaging services between logistics trading partners, “book-to-bill” services for contract carriers and private fleet management services for organizations of all sizes. These solutions and services help Descartes’ customers reduce administrative costs, billing cycles, fleet size, contract carrier costs, and mileage driven and improve pick up and delivery reliability. Our hosted, transactional and packaged solutions deliver repeatable, measurable results and fast time-to-value. Descartes customers include an estimated 1,600 ground carriers and more than 90 airlines, 30 ocean carriers, 900 freight forwarders and third-party providers of logistics services, and hundreds of manufacturers, retailers, distributors, private fleet owners and regulatory agencies. The company has over 300 employees and is based in Waterloo, Ontario, with offices in Atlanta, Pittsburgh, Ottawa, Washington DC, Derby, Stockholm, Shanghai, Singapore and Melbourne. For more information, visit www.descartes.com.

 

Contact Information:

Tel: (519) 746-6114 ext. 2358 – Laurie McCauley

investor@descartes.com

 

###

 


 

Safe Harbor Statement

This release contains forward-looking information within the meaning of applicable securities laws (“forward-looking statements”) that relate to the positioning of Descartes to deliver results to customers and shareholders and to improve its market position and to explore and execute on acquisitions; customers driving value from Descartes solutions; goals and contribution of, and expenses from, the GF-X acquisition; 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 continue to align operating expenses to visible and recurring revenues; Descartes’ ability to successfully execute on acquisitions and to integrate acquired business and assets, including the GF-X acquisition, and to predict expenses associated with and revenues from the acquisition; the ability to attract and retain key personnel and the ability to manage the departure of key personnel; variances in our revenues from quarter to quarter; departures of key customers; disruptions in the movement of freight; 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 the fiscal year ended January 31, 2007. 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. 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.

 


Reconciliation of Non-GAAP Financial Measure - EBITDA

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 EBITDA, in making investment decisions about our company and measuring our operational results. The term “EBITDA” refers to a financial measure that we define as earnings before interest, taxes, depreciation and amortization (for which we include amortization of intangible assets, contingent acquisition consideration, deferred compensation and stock-based compensation, and impairment of goodwill). Since EBITDA is not a measure determined under GAAP it may not be comparable to similarly titled measures reported by other companies. EBITDA should not be construed as a substitute for net income determined in accordance with GAAP. We have presented EBITDA to show Descartes’ baseline performance before certain non-cash and acquisition-related expenses and other items that are considered by management to be outside Descartes’ ongoing operational results. We believe that financial analysts, current investors and potential investors use EBITDA to understand Descartes’ financial results and that EBITDA will help investors’ overall understanding of our results by providing a higher level of transparency for certain expenses and by providing a level of disclosure that will help investors understand how we plan and measure our business. The table below reconciles EBITDA to net income reported in our unaudited Consolidated Statements of Operations for Q2FY08; Q1FY08, Q4FY07, Q3FY07, and Q2FY07, which we believe is the most directly comparable GAAP measure.

 

(US dollars in millions)

Q2FY08

Q1FY08

Q4FY07

Q3FY07

Q2FY07

 

 

 

 

 

 

Net income, as reported on Consolidated Statements of Operations

1.7

1.1

1.2

0.4

1.1

Adjustments to reconcile to EBITDA:

 

 

 

 

 

Investment income

(0.5)

(0.1)

(0.1)

(0.1)

(0.2)

Income tax expense (recovery)

0.1

-

0.1

(0.1)

-

Depreciation expense

0.6

0.5

0.6

0.6

0.6

Impairment of goodwill, amortization of intangible assets and contingent acquisition consideration

1.3

1.3

1.3

2.0

1.2

Amortization of deferred compensation and stock-based compensation expense

0.2

0.2

0.2

0.2

0.1

EBITDA

3.4

3.0

3.3

3.0

2.8

 

The table below reconciles EBITDA to net income reported in our unaudited Consolidated Statements of Operations for the first half of fiscal 2008 and the first half of fiscal 2007, which we believe is the most directly comparable GAAP measure.

 

(US dollars in millions)

First Half of Fiscal 2008

First Half of Fiscal 2007

 

 

 

Net income, as reported on Consolidated Statements of Operations

2.8

2.3

Adjustments to reconcile to EBITDA:

 

 

Investment income

(0.6)

(0.4)

Income tax expense (recovery)

0.1

0.2

Depreciation expense

1.1

1.0

Impairment of goodwill, amortization of intangible assets and contingent acquisition consideration

2.6

1.7

Amortization of deferred compensation and stock-based compensation expense

0.4

0.4

EBITDA

6.4

5.2

 

 


THE DESCARTES SYSTEMS GROUP INC.

INTERIM CONSOLIDATED BALANCE SHEETS

(US DOLLARS IN THOUSANDS; US GAAP; UNAUDITED)

 

 

July 31,

 

January 31,

 

2007

 

2007

ASSETS

 

 

 

CURRENT ASSETS

 

 

 

Cash and cash equivalents

49,190

 

19,370

Marketable securities

-

 

2,551

Accounts receivable

 

 

 

Trade

8,631

 

6,905

Other

572

 

611

Prepaid expenses and other

1,777

 

919

Deferred contingent acquisition consideration

1,833

 

2,000

 

62,003

 

32,356

CAPITAL ASSETS

6,673

 

6,766

GOODWILL

21,306

 

20,426

INTANGIBLE ASSETS

9,838

 

10,953

DEFERRED CONTINGENT ACQUISITION CONSIDERATION

-

 

833

DEFERRED INCOME TAXES

895

 

-

 

100,715

 

71,334

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

CURRENT LIABILITIES

 

 

 

Accounts payable

3,108

 

3,391

Accrued liabilities

3,237

 

2,820

Deferred revenue

2,994

 

2,374

 

9,339

 

8,585

INCOME TAX LIABILITY

895

 

-

 

10,234

 

8,585

 

 

 

 

SHAREHOLDERS’ EQUITY

 

 

 

Common shares – unlimited shares authorized; Shares issued and outstanding totaled 52,399,596 at July 31, 2007 (January 31, 2007 – 46,361,500)

42,388

 

19,319

Additional paid-in capital

449,241

 

448,850

Accumulated other comprehensive income (loss)

1,340

 

(123)

Accumulated deficit

(402,488)

 

(405,297)

 

90,481

 

62,749

 

100,715

 

71,334

 

 


THE DESCARTES SYSTEMS GROUP INC.

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

(US DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND SHARE DATA; US GAAP; UNAUDITED)

 

 

Three Months Ended

 

Six Months Ended

 

July 31,

 

July 31,

 

July 31,

 

July 31,

 

2007

 

2006

 

2007

 

2006

REVENUES

14,263

 

13,293

 

27,551

 

24,985

COST OF REVENUES

4,855

 

4,399

 

9,427

 

8,521

GROSS MARGIN

9,408

 

8,894

 

18,124

 

16,464

EXPENSES

 

 

 

 

 

 

 

Sales and marketing

2,442

 

2,763

 

4,914

 

5,185

Research and development

2,569

 

2,237

 

4,975

 

4,084

General and administrative

1,821

 

1,820

 

3,411

 

3,443

Amortization of intangible assets

753

 

693

 

1,499

 

1,190

Contingent acquisition consideration

500

 

349

 

1,000

 

349

Impairment of goodwill

-

 

100

 

-

 

100

 

8,085

 

7,962

 

15,799

 

14,351

INCOME FROM OPERATIONS

1,323

 

932

 

2,325

 

2,113

INVESTMENT INCOME

470

 

191

 

590

 

413

INCOME BEFORE INCOME TAXES

1,793

 

1,123

 

2,915

 

2,526

INCOME TAX EXPENSE

111

 

38

 

105

 

202

NET INCOME

1,682

 

1,085

 

2,810

 

2,324

EARNINGS PER SHARE

 

 

 

 

 

 

 

Basic and diluted

0.03

 

0.02

 

0.06

 

0.05

WEIGHTED AVERAGE SHARES OUTSTANDING (thousands)

 

 

 

 

 

 

 

Basic

52,354

 

45,549

 

49,560

 

44,108

Diluted

53,401

 

47,122

 

50,877

 

45,640

 

 


THE DESCARTES SYSTEMS GROUP INC.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(US DOLLARS IN THOUSANDS; US GAAP; UNAUDITED)

 

 

Three Months Ended

 

Six Months Ended

 

July 31,

 

July 31,

 

July 31,

 

July 31,

 

2007

 

2006

 

2007

 

2006

OPERATING ACTIVITIES

 

 

 

 

 

 

 

Net income

1,682

 

1,085

 

2,810

 

2,324

Adjustments to reconcile net income to cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation

580

 

557

 

1,110

 

1,014

Amortization of intangible assets

753

 

693

 

1,499

 

1,190

Contingent acquisition consideration

-

 

182

 

-

 

182

Impairment of goodwill

-

 

100

 

-

 

100

Amortization of deferred compensation

3

 

29

 

6

 

67

Stock-based compensation expense

191

 

114

 

384

 

351

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

 

 

 

 

 

 

Trade

(611)

 

(484)

 

(1,652)

 

(1,370)

Other

185

 

376

 

39

 

268

Prepaid expenses and other

(833)

 

(454)

 

(858)

 

(457)

Deferred contingent acquisition consideration

500

 

(3,833)

 

1,000

 

(3,833)

Accounts payable

465

 

243

 

(545)

 

731

Accrued liabilities

779

 

(214)

 

1,848

 

(354)

Deferred revenue

54

 

(518)

 

490

 

(345)

Cash provided by (used in) operating activities

3,748

 

(2,124)

 

6,131

 

(132)

INVESTING ACTIVITIES

 

 

 

 

 

 

 

Maturities of marketable securities

2,730

 

-

 

2,551

 

5,334

Sale of marketable securities

-

 

5,092

 

-

 

5,092

Purchase of marketable securities

-

 

(2,733)

 

-

 

(7,734)

Additions to capital assets

(529)

 

(664)

 

(1,017)

 

(1,030)

Acquisition of subsidiaries, net of bank indebtedness assumed

-

 

(20,108)

 

(1,066)

 

(27,772)

Acquisition-related costs

(270)

 

(404)

 

(250)

 

(504)

Cash provided by (used in) investing activities

1,931

 

(18,817)

 

218

 

(26,614)

FINANCING ACTIVITIES

 

 

 

 

 

 

 

Issuance of common shares for cash, net of issue costs

(24)

 

(356)

 

23,471

 

13,665

Cash provided by (used in) financing activities

(24)

 

(356)

 

23,471

 

13,665

Increase (decrease) in cash and cash equivalents

5,655

 

(21,297)

 

29,820

 

(13,081)

Cash and cash equivalents at beginning of period

43,535

 

35,850

 

19,370

 

27,634

Cash and cash equivalents at end of period

49,190

 

14,553

 

49,190

 

14,553