Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jul. 31, 2023 | |
Document Information [Line Items] | |
Document Type | 6-K |
Document Period End Date | Jul. 31, 2023 |
Entity Registrant Name | DESCARTES SYSTEMS GROUP INC |
Entity Central Index Key | 0001050140 |
Current Fiscal Year End Date | --01-31 |
Document Fiscal Year Focus | 2024 |
Document Fiscal Period Focus | Q2 |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jul. 31, 2023 | Jan. 31, 2023 |
CURRENT ASSETS | ||
Cash | $ 227,409 | $ 276,385 |
Accounts receivable (net) | ||
Trade | 56,236 | 45,173 |
Other | 13,133 | 11,658 |
Prepaid expenses and other | 26,426 | 24,676 |
Inventory | 970 | 759 |
TOTAL CURRENT ASSETS | 324,174 | 358,651 |
OTHER LONG-TERM ASSETS | 22,657 | 22,247 |
PROPERTY AND EQUIPMENT, NET | 12,603 | 11,434 |
RIGHT-OF-USE ASSETS | 5,798 | 6,774 |
DEFERRED INCOME TAXES | 3,760 | 11,483 |
INTANGIBLE ASSETS, NET | 282,026 | 229,808 |
GOODWILL | 765,104 | 675,647 |
TOTAL ASSETS | 1,416,122 | 1,316,044 |
CURRENT LIABILITIES | ||
Accounts payable | 12,351 | 10,569 |
Accrued liabilities | 98,091 | 80,309 |
Lease obligations | 3,177 | 3,397 |
Income taxes payable | 4,758 | 7,536 |
Deferred revenue | 85,421 | 67,784 |
TOTAL CURRENT LIABILITIES | 203,798 | 169,595 |
LEASE OBLIGATIONS | 2,977 | 3,923 |
DEFERRED REVENUE | 1,773 | 1,615 |
INCOME TAXES PAYABLE | 7,177 | 6,120 |
DEFERRED INCOME TAXES | 26,593 | 35,400 |
TOTAL LIABILITIES | 242,318 | 216,653 |
COMMITMENTS, CONTINGENCIES AND GUARANTEES | ||
SHAREHOLDERS' EQUITY | ||
Common shares - unlimited shares authorized; Shares issued and outstanding totaled 85,095,929 at July 31, 2023 (January 31, 2023 - 84,820,100) | 546,984 | 538,448 |
Additional paid-in capital | 486,520 | 486,551 |
Accumulated other comprehensive income (loss) | (22,017) | (30,456) |
Retained earnings | 162,317 | 104,848 |
TOTAL SHAREHOLDERS' EQUITY | 1,173,804 | 1,099,391 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 1,416,122 | $ 1,316,044 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - shares | Jul. 31, 2023 | Jan. 31, 2023 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Common shares - Shares outstanding (in shares) | 85,095,929 | 84,820,100 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
REVENUES | $ 143,393 | $ 123,011 | $ 280,007 | $ 239,406 |
COST OF REVENUES | 34,974 | 28,919 | 67,859 | 56,742 |
GROSS MARGIN | 108,419 | 94,092 | 212,148 | 182,664 |
EXPENSES | ||||
Sales and marketing | 17,321 | 14,315 | 34,374 | 27,551 |
Research and development | 21,738 | 18,155 | 41,805 | 34,724 |
General and administrative | 14,591 | 12,700 | 28,035 | 24,342 |
Other charges | 2,455 | 1,289 | 4,388 | 2,771 |
Amortization of intangible assets | 15,484 | 16,086 | 30,158 | 31,134 |
TOTAL EXPENSES | 71,589 | 62,545 | 138,760 | 120,522 |
INCOME FROM OPERATIONS | 36,830 | 31,547 | 73,388 | 62,142 |
INTEREST EXPENSE | (340) | (284) | (677) | (562) |
INVESTMENT INCOME | 2,009 | 461 | 3,570 | 614 |
INCOME BEFORE INCOME TAXES | 38,499 | 31,724 | 76,281 | 62,194 |
INCOME TAX EXPENSE | ||||
Current | 12,252 | 7,498 | 19,873 | 12,339 |
Deferred | (1,869) | 1,324 | (1,061) | 3,838 |
TOTAL INCOME TAX EXPENSE | 10,383 | 8,822 | 18,812 | 16,177 |
NET INCOME | $ 28,116 | $ 22,902 | $ 57,469 | $ 46,017 |
EARNINGS PER SHARE | ||||
Basic | $ 0.33 | $ 0.27 | $ 0.68 | $ 0.54 |
Diluted | $ 0.32 | $ 0.27 | $ 0.66 | $ 0.53 |
WEIGHTED AVERAGE SHARES OUTSTANDING (thousands) | ||||
Basic | 85,083 | 84,783 | 85,017 | 84,774 |
Diluted | 86,783 | 86,338 | 86,764 | 86,344 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Net Income | $ 28,116 | $ 22,902 | $ 57,469 | $ 46,017 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment, net of income tax expense (recovery) of ($253) and ($101) for the three and six month periods ended July 31, 2023 (($88) and ($208) for the same periods in fiscal 2023) | 8,435 | (2,802) | 8,439 | (14,420) |
Total other comprehensive income (loss) | 8,435 | (2,802) | 8,439 | (14,420) |
COMPREHENSIVE INCOME | $ 36,551 | $ 20,100 | $ 65,908 | $ 31,597 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Foreign currency translation adjustment, income tax expense (recovery) | $ (253) | $ (88) | $ (101) | $ (208) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Common shares | Additional paid-in capital | Accumulated other comprehensive income (loss) | Retained earnings (accumulated deficit) | Total |
Balance, beginning of period at Jan. 31, 2022 | $ 536,297 | $ 473,303 | $ (12,393) | $ 2,612 | |
Stock-based compensation expense | 6,523 | ||||
Stock options and share units exercised | 706 | (206) | |||
Other comprehensive income (loss), net of income taxes | (14,420) | ||||
Net income | 46,017 | $ 46,017 | |||
Balance, end of period at Jul. 31, 2022 | 537,003 | 479,620 | (26,813) | 48,629 | 1,038,439 |
Balance, beginning of period at Apr. 30, 2022 | 536,842 | 475,934 | (24,011) | 25,727 | |
Stock-based compensation expense | 3,736 | ||||
Stock options and share units exercised | 161 | (50) | |||
Other comprehensive income (loss), net of income taxes | (2,802) | ||||
Net income | 22,902 | 22,902 | |||
Balance, end of period at Jul. 31, 2022 | 537,003 | 479,620 | (26,813) | 48,629 | 1,038,439 |
Balance, beginning of period at Jan. 31, 2023 | 538,448 | 486,551 | (30,456) | 104,848 | 1,099,391 |
Stock-based compensation expense | 7,370 | ||||
Stock options and share units exercised | 8,536 | (7,401) | |||
Other comprehensive income (loss), net of income taxes | 8,439 | ||||
Net income | 57,469 | 57,469 | |||
Balance, end of period at Jul. 31, 2023 | 546,984 | 486,520 | (22,017) | 162,317 | 1,173,804 |
Balance, beginning of period at Apr. 30, 2023 | 546,274 | 482,214 | (30,452) | 134,201 | |
Stock-based compensation expense | 4,451 | ||||
Stock options and share units exercised | 710 | (145) | |||
Other comprehensive income (loss), net of income taxes | 8,435 | ||||
Net income | 28,116 | 28,116 | |||
Balance, end of period at Jul. 31, 2023 | $ 546,984 | $ 486,520 | $ (22,017) | $ 162,317 | $ 1,173,804 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
OPERATING ACTIVITIES | ||||
Net income | $ 28,116 | $ 22,902 | $ 57,469 | $ 46,017 |
Adjustments to reconcile net income to cash provided by operating activities: | ||||
Depreciation | 1,363 | 1,301 | 2,628 | 2,546 |
Amortization of intangible assets | 15,484 | 16,086 | 30,158 | 31,134 |
Stock-based compensation expense | 4,451 | 3,736 | 7,370 | 6,523 |
Other non-cash operating activities | (148) | 68 | 72 | 51 |
Deferred tax expense (recovery) | (1,869) | 1,324 | (1,061) | 3,838 |
Changes in operating assets and liabilities | 4,614 | 982 | 4,230 | 722 |
Cash provided by operating activities | 52,011 | 46,399 | 100,866 | 90,831 |
INVESTING ACTIVITIES | ||||
Additions to property and equipment | (2,180) | (1,786) | (3,383) | (3,422) |
Acquisition of subsidiaries, net of cash acquired | (61,096) | (142,700) | (103,988) | |
Cash used in investing activities | (2,180) | (62,882) | (146,083) | (107,410) |
FINANCING ACTIVITIES | ||||
Payment of debt issuance costs | (39) | (66) | ||
Issuance of common shares for cash, net of issuance costs | 566 | 111 | 6,021 | 499 |
Payment of withholding taxes on net share settlements | (4,886) | |||
Payment of contingent consideration | (6,320) | (5,215) | (6,320) | (5,215) |
Cash used in financing activities | (5,754) | (5,104) | (5,224) | (4,782) |
Effect of foreign exchange rate changes on cash | 1,145 | (1,162) | 1,465 | (3,046) |
Increase (decrease) in cash | 45,222 | (22,749) | (48,976) | (24,407) |
Cash, beginning of period | 182,187 | 211,779 | 276,385 | 213,437 |
Cash, end of period | 227,409 | 189,030 | 227,409 | 189,030 |
Supplemental disclosure of cash flow information: | ||||
Cash paid during the period for income taxes | $ 14,352 | $ 3,709 | $ 22,570 | $ 7,803 |
Description of the Business
Description of the Business | 6 Months Ended |
Jul. 31, 2023 | |
Description of the Business | |
Description of the Business | Note 1 - Description of the Business The Descartes Systems Group Inc. (“Descartes”, “Company”, “our” or “we”) is a provider of global logistics technology solutions. Customers use our modular, software-as-a-service (“SaaS”) and data solutions to route, schedule, track and measure delivery resources; plan, allocate and execute shipments; rate, audit and pay transportation invoices; access and analyze global trade data; research and perform trade tariff and duty calculations; file customs and security documents for imports and exports; and complete numerous other logistics processes by participating in a large, collaborative multi-modal logistics community. Our pricing model provides our customers with flexibility in purchasing our solutions either on a subscription, transactional or perpetual license basis. Our primary focus is on serving transportation providers (air, ocean and truck modes), logistics service providers (including third-party logistics providers, freight forwarders and customs brokers) and distribution-intensive companies for which logistics is either a key or a defining part of their own product or service offering, or for which our solutions can provide an opportunity to reduce costs, improve service levels, or support growth by optimizing the use of assets and information. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jul. 31, 2023 | |
Basis of Presentation | |
Basis of Presentation | Note 2 – Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in United States (“US”) dollars and are prepared in accordance with generally accepted accounting principles in the US (“GAAP”) and the rules and regulations of the Canadian Securities Administrators and US Securities and Exchange Commission (“SEC”) for the preparation of condensed interim financial statements. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and notes required for compliance with GAAP for annual financial statements. These statements should be read in conjunction with our audited annual consolidated financial statements prepared in accordance with GAAP for the fiscal year ended January 31, 2023. The unaudited condensed consolidated financial statements reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation of results for the interim periods presented. The preparation of these unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and the accompanying notes. Actual results could differ from these estimates and the results of operations for the interim period should not be considered indicative of results to be expected for the full year ending January 31, 2024. Our fiscal year commences on February 1 st of each year and ends on January 31 st of the following year. Our fiscal year, which ends on January 31, 2024, is referred to as the “current fiscal year”, “fiscal 2024”, “2024” or using similar words. Our previous fiscal year, which ended on January 31, 2023, is referred to as the “previous fiscal year”, “fiscal 2023”, “2023” or using similar words. Other fiscal years are referenced by the applicable year during which the fiscal year ends. For example, “2025” refers to the annual period ending January 31, 2025 and the “fourth quarter of 2025” refers to the quarter ending January 31, 2025. The significant accounting policies used in preparing these condensed consolidated financial statements are unchanged from those disclosed in the Company’s fiscal 2023 annual consolidated financial statements and have been applied consistently to all periods presented in these condensed consolidated financial statements. Recently adopted accounting pronouncements In October 2021, the FASB issued Accounting Standards Update 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021 - 08”). ASU 2021-08 provides guidance on how to recognize and measure acquired contract assets and liabilities from revenue contracts in a business combination. ASU 2021-08 was effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2022, which was our fiscal year that began February 1, 2023 (fiscal 2024). The Company adopted ASU 2021-08 prospectively in the first quarter of fiscal 2024. The adoption of this guidance did not have a material impact on our results of operations or disclosures. |
Acquisitions
Acquisitions | 6 Months Ended |
Jul. 31, 2023 | |
Acquisitions | |
Acquisitions | Note 3 – Acquisitions Fiscal 2024 Acquisitions On February 14, 2023, Descartes acquired all of the shares of Windigo Logistics, Inc., doing business as GroundCloud (“GroundCloud”), a cloud-based provider of final-mile carrier solutions and road safety compliance tools. The purchase price for the acquisition was approximately $136.8 million, net of cash acquired, which was funded from cash on hand, plus potential performance-based contingent consideration of up to $80.0 million based on GroundCloud achieving revenue-based targets over the first two years post-acquisition. The fair value of the contingent consideration was valued at $19.6 million at the acquisition date. The gross contractual amount of trade receivables acquired was $1.5 million with a fair value of $1.5 million at the date of acquisition. Our acquisition date estimate of contractual cash flows not expected to be collected was nominal. The completion of the initial purchase price allocation is pending the finalization of the fair value for trade receivables, accrued liability balances, deferred revenue as well as potential unrecorded liabilities. We expect to finalize the purchase price allocation on or before February 14, 2024. On April 20, 2023, Descartes acquired substantially all of the assets of Localz Pty Ltd.(“Localz”), a cloud-based customer engagement platform for day-of-service interaction and order management. The purchase price for the acquisition was approximately $5.9 million, net of cash acquired, which was funded from cash on hand. The gross contractual amount of trade receivables acquired was $0.6 million with a fair value of $0.6 million at the date of acquisition. Our acquisition date estimate of contractual cash flows not expected to be collected was nominal. The completion of the initial purchase price allocation is pending the finalization of the fair value for trade receivables, accrued liability balances, deferred revenue as well as potential unrecorded liabilities. We expect to finalize the purchase price allocation on or before April 20, 2024. For the businesses acquired during fiscal 2024, we incurred acquisition-related costs of nil and $1.1 million for the three and six month periods ended July 31, 2023, respectively. The acquisition-related costs were primarily for advisory services and are included in other charges in our condensed consolidated statements of operations. During the three and six month periods ended July 31, 2023, we have recognized revenues of $9.8 million and $17.0 million, respectively, and a net loss of $0.9 million from GroundCloud and Localz since the date of acquisition in our condensed consolidated statements of operations. The preliminary purchase price allocation for the businesses acquired during 2024, which has not been finalized, is as follows: Ground-Cloud Localz Total Purchase price consideration: Cash, less cash acquired related to GroundCloud ( $4,381 ) and Localz ( Nil ) 136,843 5,857 142,700 Contingent consideration 19,550 — 19,550 Net working capital adjustments (receivable) / payable 345 (5) 340 156,738 5,852 162,590 Allocated to: Current assets, excluding cash acquired 1,908 619 2,527 Right-of-use Assets 144 — 144 Current liabilities (3,252) (227) (3,479) Deferred revenue (136) (1,465) (1,601) Lease obligations (144) — (144) Net tangible assets (liabilities) assumed (1,480) (1,073) (2,553) Finite life intangible assets acquired: Customer agreements and relationships 29,400 — 29,400 Existing technology 42,800 5,971 48,771 Trade names 1,100 — 1,100 Non-compete covenants 1,000 — 1,000 Goodwill 83,918 954 84,872 156,738 5,852 162,590 The above transactions were accounted for using the acquisition method in accordance with ASC Topic 805, “Business Combinations”. The purchase price allocations in the table above represents our estimates of the allocation of the purchase price and the fair value of net assets acquired. The preliminary purchase price allocations may differ from the final purchase price allocation, and these differences may be material. Revisions to the allocations will occur as additional information about the fair value of assets and liabilities becomes available. The final purchase price allocations will be completed within one year from the acquisition date. The acquired intangible assets are being amortized over their estimated useful lives as follows: GroundCloud Localz Customer agreements and relationships 13 years N/A Existing technology 6 years 6 years Trade names 6 years N/A Non-compete covenants 5 years N/A The goodwill on the GroundCloud and Localz acquisitions arose as a result of the combined strategic value to our growth plan. The goodwill arising from the GroundCloud and Localz acquisitions is deductible for tax purposes. Fiscal 2023 Acquisitions On February 9, 2022, Descartes acquired all of the shares of NetCHB, LLC ("NetCHB"), a provider of customs filing solutions in the US. The purchase price for the acquisition was approximately $38.7 million, net of cash acquired, which was funded from cash on hand, plus potential performance-based contingent consideration of up to $60.0 million based on NetCHB achieving revenue-based targets over the first two years post-acquisition. The fair value of the contingent considerations was valued at $13.9 million at the acquisition date. The gross contractual amount of trade receivables acquired was $0.1 million with a fair value of $0.1 million at the date of acquisition. Our acquisition date estimate of contractual cash flows not expected to be collected was nominal. The purchase price was finalized in the three month period ended January 31, 2023 with no adjustments. On April 21, 2022, Descartes acquired substantially all of the assets of Foxtrot, Inc. ("Foxtrot"), a provider of machine learning-based mobile route execution solutions. The purchase price for the acquisition was approximately $4.2 million, net of cash acquired, which was funded from cash on hand. The gross contractual amount of trade receivables acquired was $0.7 million with a fair value of $0.7 million at the date of acquisition. Our acquisition date estimate of contractual cash flows not expected to be collected was nominal. The purchase price was finalized in the three month period ended April 30, 2023 with no adjustments. On June 3, 2022, Descartes acquired all of the shares of XPS Technologies, LLC ("XPS"), a provider of ecommerce multi-carrier parcel shipping solutions. The purchase price for the acquisition was approximately $61.1 million, net of cash acquired, which was funded from cash on hand, plus potential performance-based contingent consideration of up to $75.0 million based on XPS achieving revenue-based targets over the first two years post-acquisition. The fair value of the contingent consideration was valued at $9.4 million at the acquisition date. The gross contractual amount of trade receivables acquired was $1.5 million with a fair value of $1.5 million at the date of acquisition. Our acquisition date estimate of contractual cash flows not expected to be collected was nominal. The purchase price was finalized in the three month period ended July 31, 2023 with no adjustments. On January 5, 2023, Descartes acquired all of the shares of Tran-Soft, LLC, doing business as Supply Vision (“Supply Vision”), a provider of shipment management solutions for North American Logistics Services Providers. The purchase price for the acquisition was approximately $11.6 million, net of cash acquired, which was funded from cash on hand, plus potential performance-based contingent consideration of up to $3.0 million based on Supply Vision achieving revenue-based targets over the first two years post-acquisition. The fair value of the contingent consideration was valued at $2.7 million at the acquisition date. The gross contractual amount of trade receivables acquired was $0.3 million with a fair value of $0.3 million at the date of acquisition. Our acquisition date estimate of contractual cash flows not expected to be collected was nominal. The completion of the initial purchase price allocation is pending the finalization of the fair value for trade receivables, accrued liability balances, deferred revenue as well as potential unrecorded liabilities. We expect to finalize the purchase price allocation on or before January 5, 2024. Pro Forma Results of Operations (Unaudited) The financial information in the table below summarizes selected results of operations on a pro forma basis as if we had acquired Localz, GroundCloud, Supply Vision, XPS, Foxtrot and NetCHB as of February 1, 2022. This pro forma information is for information purposes only and does not purport to represent what our actual results of operations for the periods presented would have been had the acquisitions of Localz, GroundCloud, Supply Vision, XPS, Foxtrot and NetCHB occurred at February 1, 2022, or to project our results of operations for any future period. Three Months Ended Six Months Ended July 31, July 31, July 31, July 31, 2023 2022 2023 2022 Revenue 143,393 135,914 282,023 268,505 Net income 28,116 22,308 56,710 45,141 Earnings per share Basic 0.33 0.26 0.67 0.53 Diluted 0.32 0.26 0.65 0.52 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jul. 31, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | Note 4 – Fair Value Measurements ASC Topic 820 “Fair Value Measurements and Disclosures” (Topic 820) defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value, in this context, should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including our own credit risk. Topic 820 establishes a fair value hierarchy which prioritizes the inputs used in the valuation methodologies in measuring fair value into three levels: ● Level 1—inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. ● Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. The carrying amounts of the Company’s cash, accounts receivable (net), accounts payable, accrued liabilities and income taxes payable approximate their fair value (a Level 2 measurement) due to their short maturities. The following table shows the Company’s financial instruments measured at fair value on a recurring basis as of July 31, 2023: Level 1 Level 2 Level 3 Total Assets: Equity derivative contracts — 12,957 — 12,957 Liabilities: Contingent consideration — — 46,947 46,947 The following table shows the Company’s financial instruments measured at fair value on a recurring basis as of January 31, 2023: Level 1 Level 2 Level 3 Total Assets: Equity derivative contracts — 11,610 — 11,610 Liabilities: Contingent consideration — — 30,949 30,949 The Company enters into equity derivative contracts including floating-rate equity forwards to partially offset the potential fluctuations of certain future share-based compensation expenses. The equity derivative contracts are not designated as hedge instruments and the Company does not hold derivatives for speculative purposes. As at July 31, 2023, we had equity derivatives for 308,427 Descartes common shares with a weighted average purchase price of $ 35.79 . The fair value of equity contract derivatives is determined utilizing a valuation model based on the quoted market value of our common shares at the balance sheet date (Level 2 fair value inputs). The fair value of equity contract derivatives is recorded as other current assets and gains and losses are recorded in general and administrative expenses in the condensed consolidated financial statements. During the three and six months ended July 31, 2023, we recognized an expense (recovery) in general and administrative expenses of $1.0 million and ($1.2) million, respectively, compared to an expense (recovery) of $(1.9) million and $0.6 million for the same periods of fiscal 2023, respectively. Estimates of the fair value of contingent consideration is performed by the Company on a quarterly basis. Key unobservable inputs include revenue growth rates and the discount rates applied ( 10 % to 12 %). The estimated fair value increases as the annual revenue growth rate increases and as the discount rate decreases and vice versa.The following table presents the changes in the fair value measurements of the contingent consideration in Level 3 of the fair value hierarchy: Level 3 Balance at January 31, 2023 30,949 Increase from acquisitions 19,550 Cash payments (6,220) Charges through profit or loss 2,667 Effect of movements in foreign exchange 1 Balance at July 31, 2023 46,947 |
Trade Accounts Receivable
Trade Accounts Receivable | 6 Months Ended |
Jul. 31, 2023 | |
Trade Accounts Receivable | |
Trade Accounts Receivable | Note 5 – Trade Accounts Receivable July 31, January 31, 2023 2023 Trade accounts receivable 57,459 46,718 Less: Provision for credit losses (1,223) (1,545) 56,236 45,173 Included in accounts receivable are unbilled receivables in the amount of $2.6 million as at July 31, 2023 ( $0.3 million as at January 31, 2023). No single customer accounted for more than 10% of the accounts receivable balance as of July 31, 2023 and January 31, 2023. The following table presents the changes in the provision for credit losses as follows: Provision for Credit Losses Balance at January 31, 2023 1,545 Current period provision for expected losses 593 Write-offs charged against the provision (921) Effect of movements in foreign exchange 6 Balance at July 31, 2023 1,223 |
Other Receivables
Other Receivables | 6 Months Ended |
Jul. 31, 2023 | |
Other Receivables | |
Other Receivables | Note 6 – Other Receivables July 31, January 31, 2023 2023 Net working capital adjustments receivable from acquisitions 86 384 Other receivables 13,047 11,274 13,133 11,658 Other receivables include receivables related to sales and use taxes, income taxes, non-trade receivables and contract assets. At July 31, 2023, $0.1 million ( $0.4 million as at January 31, 2023) of the net working capital adjustments receivable from acquisitions is recoverable from amounts held in escrow related to the respective acquisitions. |
Inventory
Inventory | 6 Months Ended |
Jul. 31, 2023 | |
Inventory | |
Inventory | Note 7 – Inventory At July 31, 2023 and January 31, 2023, inventory is entirely comprised of finished goods inventory. Finished goods inventory primarily consists of hardware and related parts for mobile asset units held for sale. For the three and six month periods ended July 31, 2023, the provision for excess or obsolete inventories recorded in cost of revenues was nominal and $0.1 million, respectively, compared to nominal during the same periods of fiscal 2023 . |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jul. 31, 2023 | |
Property and Equipment | |
Property and Equipment | Note 8 – Property and Equipment July 31, January 31, 2023 2023 Cost Computer equipment and software 47,913 44,304 Furniture and fixtures 1,553 1,533 Leasehold improvements 1,077 1,076 Equipment installed with customers 2,074 1,936 Assets under construction 626 358 53,243 49,207 Accumulated depreciation Computer equipment and software 36,908 34,275 Furniture and fixtures 1,343 1,283 Leasehold improvements 726 660 Equipment installed with customers 1,663 1,555 40,640 37,773 Net 12,603 11,434 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jul. 31, 2023 | |
Intangible Assets | |
Intangible Assets | Note 9 - Intangible Assets July 31, January 31, 2023 2023 Cost Customer agreements and relationships 300,798 268,712 Existing technology 407,300 355,695 Trade names 10,197 9,026 Non-compete covenants 14,996 13,893 733,291 647,326 Accumulated amortization Customer agreements and relationships 162,689 151,016 Existing technology 269,436 248,867 Trade names 7,828 7,318 Non-compete covenants 11,312 10,317 451,265 417,518 Net 282,026 229,808 Intangible assets related to our acquisitions are recorded at their fair value at the acquisition date. The change in intangible assets during the six month period ended July 31, 2023 is primarily due to the acquisitions of GroundCloud and Localz partially offset by amortization. The balance of the change in intangible assets is due to foreign currency translation. Intangible assets with a finite life are amortized into income over their useful lives. Amortization expense for existing intangible assets is expected to be $282.0 million over the following periods: $29.8 million for the remainder of 2024, $57.7 million for 2025, $53.4 million for 2026, $38.7 million for 2027, $31.5 million for 2028 and $70.9 million thereafter. Expected future amortization expense is subject to fluctuations in foreign exchange rates and assumes no future adjustments to acquired intangible assets. |
Goodwill
Goodwill | 6 Months Ended |
Jul. 31, 2023 | |
Goodwill | |
Goodwill | Note 10 – Goodwill Goodwill is recorded when the consideration paid for an acquisition of a business exceeds the fair value of identifiable net tangible and intangible assets acquired. The following table summarizes the changes in goodwill since January 31, 2022: July 31, January 31, 2023 2023 Balance at beginning of period 675,647 608,761 Acquisition of NetCHB — 26,797 Acquisition of Foxtrot — 1,527 Acquisition of XPS — 43,529 Acquisition of Supply Vision — 6,763 Acquisition of GroundCloud 83,918 — Acquisition of Localz 954 — Adjustments on account of foreign exchange 4,585 (11,730) Balance at end of period 765,104 675,647 |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jul. 31, 2023 | |
Accrued Liabilities | |
Accrued Liabilities | Note 11 - Accrued Liabilities July 31, January 31, 2023 2023 Accrued compensation and benefits 36,163 35,536 Accrued contingent acquisition consideration 46,947 30,949 Accrued professional fees 1,398 1,619 Other accrued liabilities 13,583 12,205 98,091 80,309 Other accrued liabilities include accrued expenses related to third party resellers and royalties, suppliers, and accrued restructuring charges. |
Long-term Debt
Long-term Debt | 6 Months Ended |
Jul. 31, 2023 | |
Long-Term Debt | |
Long-Term Debt | Note 12 – Long-Term Debt We have a senior secured revolving credit facility in place with a syndicate of lenders. The facility is a $350.0 million revolving operating credit facility to be available for general corporate purposes, including the financing of ongoing working capital needs and acquisitions. The credit facility has a five-year maturity with no fixed repayment dates prior to the end of the term ending December 2027. With the approval of the lenders, the credit facility can be expanded to a total of $500.0 million. Borrowings under the credit facility are secured by a first charge over substantially all of Descartes’ assets. Depending on the type of advance, interest rates under the revolving operating portion of the credit facility are based on the Canada or US prime rate, Canadian Dollar Offered Rate (CDOR) or the Secured Overnight Financing Rate (SOFR) plus an additional 0 to 250 basis points based on the ratio of net debt to adjusted earnings before interest, taxes, depreciation and amortization, as defined in the credit facility. A standby fee of between 20 to 40 basis points will be charged on all undrawn amounts. The credit facility contains certain customary representations, warranties and guarantees, and covenants. No amounts were drawn on the credit facility as of July 31, 2023 and the balance of $350.0 million is available for use. We were in compliance with the covenants of the credit facility as of July 31, 2023. As at July 31, 2023, we had outstanding letters of credit of approximately $0.2 million ( $0.2 million as at January 31, 2023), which were not related to our credit facility. |
Leases
Leases | 6 Months Ended |
Jul. 31, 2023 | |
Leases | |
Leases | Note 13 – Leases We have operating leases for buildings, vehicles and computer equipment. Our leases have remaining terms of up to 6 years , some of which include options to extend the leases for up to 5 years . The components of operating lease expense were as follows: Three Months Ended Six Months Ended July 31, July 31, July 31, July 31, 2023 2022 2023 2022 Operating lease cost 1,027 1,078 2,000 2,143 Short-term lease cost 146 150 328 299 Total operating lease cost 1,173 1,228 2,328 2,442 Supplemental cash flow information related to operating leases was as follows: Three Months Ended Six Months Ended July 31, July 31, July 31, July 31, 2023 2022 2023 2022 Operating cash outflows from operating leases included in measurement of lease liabilities 1,104 1,148 2,093 2,264 New ROU assets obtained in exchange for lease obligations 348 122 830 346 Supplemental information related to operating leases was as follows: July 31, January 31, 2023 2023 Weighted average remaining lease term (years) 2.3 2.6 Weighted average discount rate (%) 2.7 2.4 Maturities of operating lease liabilities were as follows as of July 31, 2023: Operating Years Ended January 31, Leases Remainder of 2024 3,410 2025 1,979 2026 742 2027 222 2028 74 2029 and thereafter 34 Total lease payments 6,461 Less: imputed interest 307 Total lease obligations 6,154 Current 3,177 Long-term 2,977 |
Commitments, Contingencies and
Commitments, Contingencies and Guarantees | 6 Months Ended |
Jul. 31, 2023 | |
Commitments, Contingencies and Guarantees | |
Commitments, Contingencies and Guarantees | Note 14 - Commitments, Contingencies and Guarantees Commitments As described in Note 2 to the audited consolidated financial statements for 2023 included in our 2023 Annual Report, we maintain deferred share unit (“DSU”) and cash-settled restricted share unit (“CRSU”) plans for our directors and employees. Any payments made pursuant to these plans are settled in cash. For DSUs and CRSUs, the units vest over time and the liability recognized at any given consolidated balance sheet date reflects only those units vested at that date that have not yet been settled in cash. As such, we had an unrecognized aggregate liability for the unvested DSUs and CRSUs of $ 0.8 million and $1.0 million, respectively, at July 31, 2023. The ultimate liability for any payment of DSUs and CRSUs is dependent on the trading price of our common shares. To partially offset our exposure to fluctuations in our stock price, we have entered into equity derivative contracts, including floating-rate equity forwards. As at July 31, 2023, we had equity derivatives for 308,427 Descartes common shares and a DSU liability for 308,427 Descartes common shares, resulting in no net exposure resulting from changes to our share price. Contingencies We are subject to a variety of other claims and suits that arise from time to time in the ordinary course of our business. The consequences of these matters are not presently determinable but, in the opinion of management after consulting with legal counsel, the ultimate aggregate potential liability is not currently expected to have a material effect on our results of operations or financial position. Product Warranties In the normal course of operations, we provide our customers with product warranties relating to the performance of our hardware, software and services. To date, we have not encountered material costs as a result of such obligations and have not accrued any liabilities related to such obligations in our condensed consolidated financial statements. Business combination agreements In respect of our acquisitions of GreenMile, NetCHB, XPS, Supply Vision and GroundCloud, up to $213.0 million in cash may become payable if certain revenue performance targets are met in the two years following the acquisition. A balance of $46.9 million is accrued related to the fair value of this contingent consideration as at July 31, 2023. Guarantees In the normal course of business, we enter into a variety of agreements that may contain features that meet the definition of a guarantee under ASC Topic 460, “Guarantees”. The following lists our significant guarantees: Intellectual property indemnification obligations We provide indemnifications of varying scope to our customers against claims of intellectual property infringement made by third parties arising from the use of our products. In the event of such a claim, we are generally obligated to defend our customers against the claim and we are liable to pay damages and costs assessed against our customers that are payable as part of a final judgment or settlement. These intellectual property infringement indemnification clauses are not generally subject to any dollar limits and remain in force for the term of our license agreement with our customer, which license terms are typically perpetual. Historically, we have not encountered material costs as a result of such indemnification obligations. Other indemnification agreements In the normal course of operations, we enter into various agreements that provide general indemnities. These indemnities typically arise in connection with purchases and sales of assets, securities offerings or buy-backs, service contracts, administration of employee benefit plans, retention of officers and directors, membership agreements, customer financing transactions, and leasing transactions. In addition, our corporate by-laws provide for the indemnification of our directors and officers. Each of these indemnities requires us, in certain circumstances, to compensate the counterparties for various costs resulting from breaches of representations or obligations under such arrangements, or as a result of third party claims that may be suffered by the counterparty as a consequence of the transaction. We believe that the likelihood that we could incur significant liability under these obligations is remote. Historically, we have not made any significant payments under such indemnities. In evaluating estimated losses for the guarantees or indemnities described above, we consider such factors as the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. We are unable to make a reasonable estimate of the maximum potential amount payable under such guarantees or indemnities as many of these arrangements do not specify a maximum potential dollar exposure or time limitation. The amount also depends on the outcome of future events and conditions, which cannot be predicted. Given the foregoing, to date, we have not accrued any liability in our condensed consolidated financial statements for the guarantees or indemnities described above. |
Share Capital
Share Capital | 6 Months Ended |
Jul. 31, 2023 | |
Share Capital | |
Share Capital | Note 15 – Share Capital On July 15, 2022, we filed the 2022 Base Shelf Prospectus, allowing us to offer and issue an unlimited quantity of the following securities during the 25 -month period following thereafter: (i) common shares; (ii) preferred shares; (iii) senior or subordinated unsecured debt securities; (iv) subscription receipts; (v) warrants; and (vi) securities comprised of more than one of the aforementioned common shares, preferred shares, debt securities, subscription receipts and/ or warrants offered together as a unit. These securities may be offered separately or together, in separate series, in amounts, at prices and on terms to be set forth in one or more shelf prospectus supplements. No securities have yet been sold pursuant to the 2022 Base Shelf Prospectus. On June 7, 2022, Descartes announced a normal course issuer bid (“NCIB”), commencing June 10, 2022, to purchase up to approximately 7.4 million common shares in the open market for cancellation. Under the NCIB, Descartes was permitted to repurchase for cancellation, at its discretion on or before June 9, 2023, up to 10% of the “public float” (calculated in accordance with the rules of the TSX) of Descartes’ issued and outstanding common shares. The NCIB expired on June 9, 2023 and no common shares were purchased pursuant to the NCIB. For the three and six month periods ended July 31, 2023, cash flows provided from stock options and share units exercised were $0.6 million and $6.0 million, respectively, compared to $0.1 million and $0.5 million the same periods in fiscal 2023, respectively. For the three and six month periods ended July 31, 2023, the Company withheld nil and 63,330 common shares, respectively, to satisfy employee tax withholding requirements for net share settlements of PSUs and RSUs, compared to nil in both the same periods in fiscal 2023, respectively. Total payments to satisfy employee tax withholding requirements for net share settlements of PSUs and RSUs were nil and $4.9 million for the three and six month periods ended July 31, 2023, respectively, compared with nil in both the same periods in fiscal 2023, respectively, and are reflected as a financing activity in the condensed consolidated statements of cash flows. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jul. 31, 2023 | |
Earnings Per Share | |
Earnings Per Share | Note 16 - Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share (“EPS”) (number of shares in thousands): Three Months Ended Six Months Ended July 31, July 31, July 31, July 31, 2023 2022 2023 2022 Net income for purposes of calculating basic and diluted earnings per share 28,116 22,902 57,469 46,017 Weighted average shares outstanding 85,083 84,783 85,017 84,774 Dilutive effect of employee stock options 483 401 515 433 Dilutive effect of restricted and performance share units 1,217 1,154 1,232 1,137 Weighted average common and common equivalent shares outstanding 86,783 86,338 86,764 86,344 Earnings per share Basic 0.33 0.27 0.68 0.54 Diluted 0.32 0.27 0.66 0.53 For the three month periods ended July 31, 2023 and July 31, 2022, 273,837 and 501,494 options, respectively, were excluded from the calculation of diluted EPS as those options had an exercise price greater than or equal to the average market value of our common shares during the applicable periods and their inclusion would have been anti-dilutive. For the three month periods ended July 31, 2023 and July 31, 2022, the application of the treasury stock method excluded 9,828 and 135,776 stock options, respectively, from the calculation of diluted EPS as the assumed proceeds from the unrecognized stock-based compensation expense of such options that are attributed to future service periods made such options anti-dilutive. For the six month periods ended July 31, 2023 and July 31, 2022, 273,837 and 6,960 options, respectively, were excluded from the calculation of diluted EPS as those options had an exercise price greater than or equal to the average market value of our common shares during the applicable periods and their inclusion would have been anti-dilutive. For the six month periods ended July 31, 2023 and July 31, 2022, the application of the treasury stock method excluded 9,828 and 630,310 stock options, respectively, from the calculation of diluted EPS as the assumed proceeds from the unrecognized stock-based compensation expense of such stock options that are attributed to future service periods made such stock options anti-dilutive. For the three month periods ended July 31, 2023 and July 31, 2022, the application of the treasury stock method excluded PSUs and RSUs of 95,134 and 97,991 , respectively, from the calculation of diluted EPS as the unrecognized stock-based compensation expense of such PSUs and RSUs that are attributed to future service periods made such PSUs and RSUs anti-dilutive. For the six month periods ended July 31, 2023 and July 31, 2022, the application of the treasury stock method excluded PSUs and RSUs of 95,134 and nil , respectively, from the calculation of diluted EPS as the unrecognized stock-based compensation expense of such PSUs and RSUs that are attributed to future service periods made such PSUs and RSUs anti-dilutive. |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 6 Months Ended |
Jul. 31, 2023 | |
Stock-Based Compensation Plans | |
Stock-Based Compensation Plans | Note 17 - Stock-Based Compensation Plans Total estimated stock-based compensation expense recognized in our condensed consolidated statement of operations was as follows: Three Months Ended Six Months Ended July 31, July 31, July 31, July 31, 2023 2022 2023 2022 Cost of revenues 304 254 505 449 Sales and marketing 1,417 675 2,287 1,160 Research and development 580 490 965 857 General and administrative 2,150 2,317 3,613 4,057 Effect on net income 4,451 3,736 7,370 6,523 Differences between how GAAP and applicable income tax laws treat the amount and timing of recognition of stock-based compensation expense may result in a deferred tax asset. We have recorded a valuation allowance against any such deferred tax asset except for $0.8 million ( $0.8 million at January 31, 2023) recognized in the United States. We realized a nominal tax benefit in connection with stock options exercised during both the three and six month periods ended July 31, 2023 and a nominal tax benefit for both the same periods in fiscal 2023. Stock Options As of July 31, 2023, we had 1,657,444 stock options granted and outstanding under our shareholder-approved stock option plan and 2,438,153 remained available for grant. As of July 31, 2023, $12.2 million of total unrecognized compensation costs related to non-vested stock option awards is expected to be recognized over a weighted average period of 2.8 years. The total fair value of stock options vested during the three and six month periods ended July 31, 2023 was $0.2 million and $0.3 million, respectively. For the three and six month periods ended July 31, 2023, 2,553 and 278,845 stock options, respectively, were granted compared to 92,422 and 354,699 stock options for the same periods in fiscal 2023. The weighted average grant-date fair value of stock options granted during the six month periods ended July 31, 2023 and July 31, 2022 was $ 26.29 per option and $ 18.91 per option, respectively. The weighted-average assumptions were as follows: Six Months Ended July 31, July 31, 2023 2022 Expected dividend yield (%) — — Expected volatility (%) 30.8 29.2 Risk-free rate (%) 3.2 2.4 Expected option life (years) 5 5 A summary of option activity under all of our plans is presented as follows: Weighted- Number of Weighted- Average Aggregate Stock Average Remaining Intrinsic Options Exercise Contractual Value Outstanding Price Life (years) (in millions) Balance at January 31, 2023 1,593,433 $ 45.54 4.1 $ 45.7 Granted 278,845 $ 80.10 Exercised (201,511) $ 30.87 Forfeited (13,323) $ 61.52 Balance at July 31, 2023 1,657,444 $ 51.83 4.3 $ 41.9 Vested or expected to vest at July 31, 2023 1,657,444 $ 51.83 4.3 $ 41.9 Exercisable at July 31, 2023 918,043 $ 41.39 3.3 $ 32.2 The total intrinsic value of stock options exercised during the three and six month periods ended July 31, 2023 was $0.8 million and $9.6 million, compared to $0.2 million and $1.3 million during the same periods of fiscal 2023, respectively. Performance Share Units A summary of PSU activity is as follows: Weighted- Weighted- Average Average Aggregate Number of Granted Remaining Intrinsic PSUs Date Fair Contractual Value Outstanding Value Life (years) (in millions) Balance at January 31, 2023 915,233 $ 38.41 4.5 $ 67.9 Granted 95,134 $ 106.36 Performance units issued 68,005 $ 54.00 Exercised (84,125) $ 11.19 Forfeited (2,475) $ 82.13 Balance at July 31, 2023 991,772 $ 54.07 5.0 $ 75.9 Vested or expected to vest at July 31, 2023 991,772 $ 54.07 5.0 $ 75.9 Exercisable at July 31, 2023 723,681 $ 36.95 3.7 $ 55.3 The aggregate intrinsic value represents the total pre-tax intrinsic value (the aggregate closing share price of our common shares on July 31, 2023) that would have been received by PSU holders if all PSUs had been vested on July 31, 2023. As of July 31, 2023, $13.8 million of total unrecognized compensation costs related to non-vested awards is expected to be recognized over a weighted average period of 2.1 years. The total fair value of PSUs vested during the three and six month periods ended July 31, 2023 was nil and $4.6 million, respectively. Restricted Share Units A summary of RSU activity is as follows: Weighted- Weighted- Aggregate Average Average Intrinsic Number of Granted Remaining Value RSUs Date Fair Contractual (in Outstanding Value Life (years) millions) Balance at January 31, 2023 474,631 $ 32.44 4.7 $ 35.2 Granted 61,774 $ 80.19 Exercised (53,898) $ 8.55 Forfeited (413) $ 60.89 Balance at July 31, 2023 482,094 $ 40.34 5.3 $ 36.9 Vested or expected to vest at July 31, 2023 482,094 $ 40.34 5.3 $ 36.9 Exercisable at July 31, 2023 361,598 $ 30.32 4.1 $ 27.7 The aggregate intrinsic value represents the total pre-tax intrinsic value (the aggregate closing share price of our common shares on July 31, 2023) that would have been received by RSU holders if all RSUs had been vested on July 31, 2023. As of July 31, 2023, $6.8 million of total unrecognized compensation costs related to non-vested awards is expected to be recognized over a weighted average period of 2.1 years. The total fair value of RSUs vested during both the three and six month periods ended July 31, 2023 was nil . Deferred Share Unit Plan As at July 31, 2023, the total number of DSUs held by participating directors was 308,427 ( 283,338 at January 31, 2023), representing an aggregate accrued liability of $ 23.2 million ( $ 20.6 million at January 31, 2023). During the six month period ended July 31, 2023, 25,089 DSUs were granted. The fair value of the DSU liability is based on the closing price of our common shares at the balance sheet date. The total compensation cost (recovery) related to DSUs recognized during the three and six month periods ended July 31, 2023 was ($0.1) million and $2.3 million, respectively, compared to $2.7 million and $0.3 million for the same periods in fiscal 2023, respectively. Cash-Settled Restricted Share Unit Plan A summary of activity under our CRSU plan is as follows: Weighted- Average Number of Remaining CRSUs Contractual Outstanding Life (years) Balance at January 31, 2023 14,583 1.4 Granted 7,879 Vested and settled in cash (6,129) Balance at July 31, 2023 16,333 2.0 Non-vested at July 31, 2023 16,333 2.0 We recognize the compensation cost of the CRSUs ratably over the service/vesting period relating to the grant and have recorded an aggregate accrued liability of $0.2 million at July 31, 2023 ( $0.4 million at January 31, 2023). As at July 31, 2023, the unrecognized aggregate liability for the unvested CRSUs was $ 1.0 million ($ 0.7 million at January 31, 2023). The fair value of the CRSU liability is based on the closing price of our common shares at the balance sheet date. The total compensation cost related to CRSUs recognized during the three and six month periods ended July 31, 2023 was $0.1 million and $0.3 million , respectively, compared to $0.2 million and $0.4 million for the same periods in fiscal 2023, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 31, 2023 | |
Income Taxes. | |
Income Taxes | Note 18 - Income Taxes The effective tax rates (which is the provision for income taxes expressed as a percentage of income before income taxes) were 27.0% and 24.7% for the three and six month periods ended July 31, 2023, respectively, and 27.8% and 26.0% for the same periods in fiscal 2023, respectively. The decrease in the three and six month periods ended July 31, 2023 compared to the same periods in fiscal 2023 was primarily due to a recovery from prior period adjustments in Canada and the recovery of certain tax attributes in the United States. The remainder of the difference is due to normal course movements and non-material items. |
Contract Balances, Performance
Contract Balances, Performance Obligations and Contract Costs | 6 Months Ended |
Jul. 31, 2023 | |
Contract Balances, Performance Obligations and Contract Costs | |
Contract Balances, Performance Obligations and Contract Costs. | Note 19 – Contract Balances, Performance Obligations and Contract Costs Deferred Revenue The following table presents the changes in the deferred revenue balance as follows: Deferred Revenue Balance at January 31, 2023 69,399 Recognition of previously deferred revenue (31,557) Deferral of revenue 48,318 Increases from business combinations, net 736 Effect of movements in foreign exchange 298 Balance at July 31, 2023 87,194 Current 85,421 Long-term 1,773 Performance Obligations As of July 31, 2023, approximately $478.3 million of revenue is expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. We expect to recognize revenue on approximately 80% of these remaining performance obligations over the next 24 months with the balance recognized thereafter. Contract Assets The following table presents the changes in the contract assets balance as follows: Contract Assets Balance at January 31, 2023 3,222 Transfers to trade receivables from contract assets (704) Increases as a result of revenue recognized during the period, net of amounts transferred to trade receivables 785 Effect of movements in foreign exchange 3 Balance at July 31, 2023 3,306 Contract Costs Capitalized contract costs net of accumulated amortization is $ 19.0 million at July 31, 2023 ( $18.4 million at January 31, 2023). Capitalized contract costs are amortized consistent with the pattern of transfer to the customer for the goods and services to which the asset relates. For the three and six month periods ended July 31, 2023, the amount of amortization included in sales and marketing expenses was $1.6 million and $3.2 million, respectively, and $1.4 million and $2.8 million for the same periods in fiscal 2023, respectively. |
Other Charges
Other Charges | 6 Months Ended |
Jul. 31, 2023 | |
Other Charges. | |
Other Charges | Note 20 - Other Charges Other charges are comprised of acquisition-related costs, contingent consideration adjustments and restructuring initiatives which have been undertaken from time to time under various restructuring plans. Acquisition-related costs primarily include advisory services, administrative costs and retention bonuses to employees joining by way of an acquisition, and collectively relate to completed and prospective acquisitions. The following tables shows the components of other charges as follows: Three Months Ended Six Months Ended July 31, July 31, July 31, July 31, 2023 2022 2023 2022 Acquisition-related costs 391 514 1,719 874 Contingent consideration accretion and adjustments 2,064 764 2,667 1,833 Restructuring plans — 11 2 64 2,455 1,289 4,388 2,771 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jul. 31, 2023 | |
Supplemental Cash Flow Information | |
Supplemental Cash Flow Information | Note 21 – Supplemental Cash Flow Information The following tables presents the cash flow changes in operating asset and liabilities: Three Months Ended Six Months Ended July 31, July 31, July 31, July 31, 2023 2022 2023 2022 Trade accounts receivable (6,051) (1,624) (9,170) (4,544) Other accounts receivable (1,742) 2,532 (2,782) 2,349 Prepaid expenses and other 2,198 (286) (1,542) 493 Inventory 385 (18) 365 36 Accounts payable (367) (293) 659 (1,135) Accrued liabilities 782 (1,783) 2,431 (3,862) Income taxes payable (752) (296) (1,469) 127 Operating leases (99) (44) (118) (153) Deferred revenue 10,260 2,794 15,856 7,411 4,614 982 4,230 722 |
Segmented Information
Segmented Information | 6 Months Ended |
Jul. 31, 2023 | |
Segmented Information. | |
Segmented Information | Note 22 - Segmented Information We review our operating results, assess our performance, make decisions about resources, and generate discrete financial information at the single enterprise level. Accordingly, we have determined that we operate in one reportable business segment providing logistics technology solutions. The following tables provide our disaggregated revenue information by geographic location of customer and revenue type: Three Months Ended Six Months Ended July 31, July 31, July 31, July 31, 2023 2022 2023 2022 Revenues United States 96,822 78,569 187,338 147,633 Europe, Middle-East and Africa 33,652 30,746 67,307 65,377 Canada 8,337 9,171 16,624 17,457 Asia Pacific 4,582 4,525 8,738 8,939 143,393 123,011 280,007 239,406 Three Months Ended Six Months Ended July 31, July 31, July 31, July 31, 2023 2022 2023 2022 Revenues Services 130,744 109,372 254,854 212,205 Professional services and other 11,282 10,359 22,826 21,607 License 1,367 3,280 2,327 5,594 143,393 123,011 280,007 239,406 License revenues are derived from perpetual licenses granted to our customers to use our software products. Services revenues are comprised of ongoing transactional and/or subscription fees for use of our services and products by our customers and maintenance, which include revenues associated with maintenance and support of our services and products. Professional services and other revenues are comprised of professional services revenues from consulting, implementation and training services related to our services and products, hardware revenues and other revenues. The following table provides information by geographic area of operation for our long-lived assets. Long-lived assets represent property and equipment and intangible assets that are attributed to geographic areas. July 31, January 31, 2023 2023 Total long-lived assets United States 196,277 138,007 Europe, Middle-East and Africa 30,480 32,921 Canada 56,064 63,414 Asia Pacific 11,808 6,900 294,629 241,242 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jul. 31, 2023 | |
Basis of Presentation | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements are presented in United States (“US”) dollars and are prepared in accordance with generally accepted accounting principles in the US (“GAAP”) and the rules and regulations of the Canadian Securities Administrators and US Securities and Exchange Commission (“SEC”) for the preparation of condensed interim financial statements. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and notes required for compliance with GAAP for annual financial statements. These statements should be read in conjunction with our audited annual consolidated financial statements prepared in accordance with GAAP for the fiscal year ended January 31, 2023. The unaudited condensed consolidated financial statements reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation of results for the interim periods presented. The preparation of these unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and the accompanying notes. Actual results could differ from these estimates and the results of operations for the interim period should not be considered indicative of results to be expected for the full year ending January 31, 2024. Our fiscal year commences on February 1 st of each year and ends on January 31 st of the following year. Our fiscal year, which ends on January 31, 2024, is referred to as the “current fiscal year”, “fiscal 2024”, “2024” or using similar words. Our previous fiscal year, which ended on January 31, 2023, is referred to as the “previous fiscal year”, “fiscal 2023”, “2023” or using similar words. Other fiscal years are referenced by the applicable year during which the fiscal year ends. For example, “2025” refers to the annual period ending January 31, 2025 and the “fourth quarter of 2025” refers to the quarter ending January 31, 2025. The significant accounting policies used in preparing these condensed consolidated financial statements are unchanged from those disclosed in the Company’s fiscal 2023 annual consolidated financial statements and have been applied consistently to all periods presented in these condensed consolidated financial statements. |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements In October 2021, the FASB issued Accounting Standards Update 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021 - 08”). ASU 2021-08 provides guidance on how to recognize and measure acquired contract assets and liabilities from revenue contracts in a business combination. ASU 2021-08 was effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2022, which was our fiscal year that began February 1, 2023 (fiscal 2024). The Company adopted ASU 2021-08 prospectively in the first quarter of fiscal 2024. The adoption of this guidance did not have a material impact on our results of operations or disclosures. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Acquisitions | |
Schedule of preliminary purchase price allocation for businesses acquired | The preliminary purchase price allocation for the businesses acquired during 2024, which has not been finalized, is as follows: Ground-Cloud Localz Total Purchase price consideration: Cash, less cash acquired related to GroundCloud ( $4,381 ) and Localz ( Nil ) 136,843 5,857 142,700 Contingent consideration 19,550 — 19,550 Net working capital adjustments (receivable) / payable 345 (5) 340 156,738 5,852 162,590 Allocated to: Current assets, excluding cash acquired 1,908 619 2,527 Right-of-use Assets 144 — 144 Current liabilities (3,252) (227) (3,479) Deferred revenue (136) (1,465) (1,601) Lease obligations (144) — (144) Net tangible assets (liabilities) assumed (1,480) (1,073) (2,553) Finite life intangible assets acquired: Customer agreements and relationships 29,400 — 29,400 Existing technology 42,800 5,971 48,771 Trade names 1,100 — 1,100 Non-compete covenants 1,000 — 1,000 Goodwill 83,918 954 84,872 156,738 5,852 162,590 |
Schedule of acquired intangible assets are being amortized over their estimated useful lives | GroundCloud Localz Customer agreements and relationships 13 years N/A Existing technology 6 years 6 years Trade names 6 years N/A Non-compete covenants 5 years N/A |
Schedule of business acquisition on pro forma information | Three Months Ended Six Months Ended July 31, July 31, July 31, July 31, 2023 2022 2023 2022 Revenue 143,393 135,914 282,023 268,505 Net income 28,116 22,308 56,710 45,141 Earnings per share Basic 0.33 0.26 0.67 0.53 Diluted 0.32 0.26 0.65 0.52 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Fair Value Measurements | |
Schedule of financial instruments measured at fair value on recurring basis | The following table shows the Company’s financial instruments measured at fair value on a recurring basis as of July 31, 2023: Level 1 Level 2 Level 3 Total Assets: Equity derivative contracts — 12,957 — 12,957 Liabilities: Contingent consideration — — 46,947 46,947 The following table shows the Company’s financial instruments measured at fair value on a recurring basis as of January 31, 2023: Level 1 Level 2 Level 3 Total Assets: Equity derivative contracts — 11,610 — 11,610 Liabilities: Contingent consideration — — 30,949 30,949 |
Schedule of changes in fair value measurements | Level 3 Balance at January 31, 2023 30,949 Increase from acquisitions 19,550 Cash payments (6,220) Charges through profit or loss 2,667 Effect of movements in foreign exchange 1 Balance at July 31, 2023 46,947 |
Trade Accounts Receivable (Tabl
Trade Accounts Receivable (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Trade Accounts Receivable | |
Schedule of trade accounts receivable | July 31, January 31, 2023 2023 Trade accounts receivable 57,459 46,718 Less: Provision for credit losses (1,223) (1,545) 56,236 45,173 |
Schedule of changes in provision for credit losses | Provision for Credit Losses Balance at January 31, 2023 1,545 Current period provision for expected losses 593 Write-offs charged against the provision (921) Effect of movements in foreign exchange 6 Balance at July 31, 2023 1,223 |
Other Receivables (Tables)
Other Receivables (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Other Receivables | |
Schedule of other receivables | July 31, January 31, 2023 2023 Net working capital adjustments receivable from acquisitions 86 384 Other receivables 13,047 11,274 13,133 11,658 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Property and Equipment | |
Schedule of property and equipment | July 31, January 31, 2023 2023 Cost Computer equipment and software 47,913 44,304 Furniture and fixtures 1,553 1,533 Leasehold improvements 1,077 1,076 Equipment installed with customers 2,074 1,936 Assets under construction 626 358 53,243 49,207 Accumulated depreciation Computer equipment and software 36,908 34,275 Furniture and fixtures 1,343 1,283 Leasehold improvements 726 660 Equipment installed with customers 1,663 1,555 40,640 37,773 Net 12,603 11,434 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Intangible Assets | |
Schedule of intangible asset | July 31, January 31, 2023 2023 Cost Customer agreements and relationships 300,798 268,712 Existing technology 407,300 355,695 Trade names 10,197 9,026 Non-compete covenants 14,996 13,893 733,291 647,326 Accumulated amortization Customer agreements and relationships 162,689 151,016 Existing technology 269,436 248,867 Trade names 7,828 7,318 Non-compete covenants 11,312 10,317 451,265 417,518 Net 282,026 229,808 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Goodwill | |
Schedule of goodwill | July 31, January 31, 2023 2023 Balance at beginning of period 675,647 608,761 Acquisition of NetCHB — 26,797 Acquisition of Foxtrot — 1,527 Acquisition of XPS — 43,529 Acquisition of Supply Vision — 6,763 Acquisition of GroundCloud 83,918 — Acquisition of Localz 954 — Adjustments on account of foreign exchange 4,585 (11,730) Balance at end of period 765,104 675,647 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Accrued Liabilities | |
Schedule of accrued liabilities | July 31, January 31, 2023 2023 Accrued compensation and benefits 36,163 35,536 Accrued contingent acquisition consideration 46,947 30,949 Accrued professional fees 1,398 1,619 Other accrued liabilities 13,583 12,205 98,091 80,309 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Leases | |
Schedule of components of operating lease expense | Three Months Ended Six Months Ended July 31, July 31, July 31, July 31, 2023 2022 2023 2022 Operating lease cost 1,027 1,078 2,000 2,143 Short-term lease cost 146 150 328 299 Total operating lease cost 1,173 1,228 2,328 2,442 Three Months Ended Six Months Ended July 31, July 31, July 31, July 31, 2023 2022 2023 2022 Operating cash outflows from operating leases included in measurement of lease liabilities 1,104 1,148 2,093 2,264 New ROU assets obtained in exchange for lease obligations 348 122 830 346 July 31, January 31, 2023 2023 Weighted average remaining lease term (years) 2.3 2.6 Weighted average discount rate (%) 2.7 2.4 |
Schedule of maturities for operating lease liabilities | Operating Years Ended January 31, Leases Remainder of 2024 3,410 2025 1,979 2026 742 2027 222 2028 74 2029 and thereafter 34 Total lease payments 6,461 Less: imputed interest 307 Total lease obligations 6,154 Current 3,177 Long-term 2,977 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Earnings Per Share | |
Schedule of computation of basic and diluted earnings per share | Three Months Ended Six Months Ended July 31, July 31, July 31, July 31, 2023 2022 2023 2022 Net income for purposes of calculating basic and diluted earnings per share 28,116 22,902 57,469 46,017 Weighted average shares outstanding 85,083 84,783 85,017 84,774 Dilutive effect of employee stock options 483 401 515 433 Dilutive effect of restricted and performance share units 1,217 1,154 1,232 1,137 Weighted average common and common equivalent shares outstanding 86,783 86,338 86,764 86,344 Earnings per share Basic 0.33 0.27 0.68 0.54 Diluted 0.32 0.27 0.66 0.53 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Stock-Based Compensation Plans | |
Schedule of estimated stock-based compensation expense recognized in condensed consolidated statement of operations | Three Months Ended Six Months Ended July 31, July 31, July 31, July 31, 2023 2022 2023 2022 Cost of revenues 304 254 505 449 Sales and marketing 1,417 675 2,287 1,160 Research and development 580 490 965 857 General and administrative 2,150 2,317 3,613 4,057 Effect on net income 4,451 3,736 7,370 6,523 |
Schedule of weighted-average assumptions | Six Months Ended July 31, July 31, 2023 2022 Expected dividend yield (%) — — Expected volatility (%) 30.8 29.2 Risk-free rate (%) 3.2 2.4 Expected option life (years) 5 5 |
Schedule of stock option activity | Weighted- Number of Weighted- Average Aggregate Stock Average Remaining Intrinsic Options Exercise Contractual Value Outstanding Price Life (years) (in millions) Balance at January 31, 2023 1,593,433 $ 45.54 4.1 $ 45.7 Granted 278,845 $ 80.10 Exercised (201,511) $ 30.87 Forfeited (13,323) $ 61.52 Balance at July 31, 2023 1,657,444 $ 51.83 4.3 $ 41.9 Vested or expected to vest at July 31, 2023 1,657,444 $ 51.83 4.3 $ 41.9 Exercisable at July 31, 2023 918,043 $ 41.39 3.3 $ 32.2 |
Schedule of performance share units activity | Weighted- Weighted- Average Average Aggregate Number of Granted Remaining Intrinsic PSUs Date Fair Contractual Value Outstanding Value Life (years) (in millions) Balance at January 31, 2023 915,233 $ 38.41 4.5 $ 67.9 Granted 95,134 $ 106.36 Performance units issued 68,005 $ 54.00 Exercised (84,125) $ 11.19 Forfeited (2,475) $ 82.13 Balance at July 31, 2023 991,772 $ 54.07 5.0 $ 75.9 Vested or expected to vest at July 31, 2023 991,772 $ 54.07 5.0 $ 75.9 Exercisable at July 31, 2023 723,681 $ 36.95 3.7 $ 55.3 |
Schedule of restricted share units activity | Weighted- Weighted- Aggregate Average Average Intrinsic Number of Granted Remaining Value RSUs Date Fair Contractual (in Outstanding Value Life (years) millions) Balance at January 31, 2023 474,631 $ 32.44 4.7 $ 35.2 Granted 61,774 $ 80.19 Exercised (53,898) $ 8.55 Forfeited (413) $ 60.89 Balance at July 31, 2023 482,094 $ 40.34 5.3 $ 36.9 Vested or expected to vest at July 31, 2023 482,094 $ 40.34 5.3 $ 36.9 Exercisable at July 31, 2023 361,598 $ 30.32 4.1 $ 27.7 |
Schedule of cash settled restricted share unit plan activity | Weighted- Average Number of Remaining CRSUs Contractual Outstanding Life (years) Balance at January 31, 2023 14,583 1.4 Granted 7,879 Vested and settled in cash (6,129) Balance at July 31, 2023 16,333 2.0 Non-vested at July 31, 2023 16,333 2.0 |
Contract Balances, Performanc_2
Contract Balances, Performance Obligations and Contract Costs (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Contract Balances, Performance Obligations and Contract Costs | |
Schedule of the changes in the contract assets balance | Deferred Revenue Balance at January 31, 2023 69,399 Recognition of previously deferred revenue (31,557) Deferral of revenue 48,318 Increases from business combinations, net 736 Effect of movements in foreign exchange 298 Balance at July 31, 2023 87,194 Current 85,421 Long-term 1,773 Contract Assets Balance at January 31, 2023 3,222 Transfers to trade receivables from contract assets (704) Increases as a result of revenue recognized during the period, net of amounts transferred to trade receivables 785 Effect of movements in foreign exchange 3 Balance at July 31, 2023 3,306 |
Other Charges (Tables)
Other Charges (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Other Charges. | |
Schedule of components of other charges | Three Months Ended Six Months Ended July 31, July 31, July 31, July 31, 2023 2022 2023 2022 Acquisition-related costs 391 514 1,719 874 Contingent consideration accretion and adjustments 2,064 764 2,667 1,833 Restructuring plans — 11 2 64 2,455 1,289 4,388 2,771 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Supplemental Cash Flow Information | |
Schedule of cash flow changes in operating asset and liabilities | Three Months Ended Six Months Ended July 31, July 31, July 31, July 31, 2023 2022 2023 2022 Trade accounts receivable (6,051) (1,624) (9,170) (4,544) Other accounts receivable (1,742) 2,532 (2,782) 2,349 Prepaid expenses and other 2,198 (286) (1,542) 493 Inventory 385 (18) 365 36 Accounts payable (367) (293) 659 (1,135) Accrued liabilities 782 (1,783) 2,431 (3,862) Income taxes payable (752) (296) (1,469) 127 Operating leases (99) (44) (118) (153) Deferred revenue 10,260 2,794 15,856 7,411 4,614 982 4,230 722 |
Segmented Information (Tables)
Segmented Information (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Segmented Information. | |
Schedule of disaggregated revenue information by geographic location of customer and revenue | Three Months Ended Six Months Ended July 31, July 31, July 31, July 31, 2023 2022 2023 2022 Revenues United States 96,822 78,569 187,338 147,633 Europe, Middle-East and Africa 33,652 30,746 67,307 65,377 Canada 8,337 9,171 16,624 17,457 Asia Pacific 4,582 4,525 8,738 8,939 143,393 123,011 280,007 239,406 |
Schedule of segment reporting information, by segment | Three Months Ended Six Months Ended July 31, July 31, July 31, July 31, 2023 2022 2023 2022 Revenues Services 130,744 109,372 254,854 212,205 Professional services and other 11,282 10,359 22,826 21,607 License 1,367 3,280 2,327 5,594 143,393 123,011 280,007 239,406 |
Schedule of disclosure on geographic areas, long-lived assets in individual foreign countries by country | July 31, January 31, 2023 2023 Total long-lived assets United States 196,277 138,007 Europe, Middle-East and Africa 30,480 32,921 Canada 56,064 63,414 Asia Pacific 11,808 6,900 294,629 241,242 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||||
Apr. 20, 2023 | Feb. 14, 2023 | Jan. 05, 2023 | Jun. 03, 2022 | Apr. 21, 2022 | Feb. 09, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | Jan. 31, 2023 | |
Acquisition | |||||||||||
Acquisition purchase price, net of cash acquired | $ 142,700 | ||||||||||
Contingent consideration | $ 46,947 | 46,947 | $ 30,949 | ||||||||
Fair value of acquired trade receivables | $ 100 | ||||||||||
Acquisition-related costs | 391 | $ 514 | 1,719 | $ 874 | |||||||
Net CHB, LLC | |||||||||||
Acquisition | |||||||||||
Acquisition purchase price, net of cash acquired | 38,700 | ||||||||||
Maximum potential performance-based contingent consideration | $ 60,000 | ||||||||||
Period for revenue performance targets | 2 years | ||||||||||
Contingent consideration | $ 13,900 | ||||||||||
Gross contractual amount of trade receivables acquired | $ 100 | ||||||||||
Foxtrot | |||||||||||
Acquisition | |||||||||||
Acquisition purchase price, net of cash acquired | $ 4,200 | ||||||||||
Gross contractual amount of trade receivables acquired | 700 | ||||||||||
Fair value of acquired trade receivables | $ 700 | ||||||||||
XPS | |||||||||||
Acquisition | |||||||||||
Acquisition purchase price, net of cash acquired | $ 61,100 | ||||||||||
Maximum potential performance-based contingent consideration | $ 75,000 | ||||||||||
Period for revenue performance targets | 2 years | ||||||||||
Contingent consideration | $ 9,400 | ||||||||||
Gross contractual amount of trade receivables acquired | 1,500 | ||||||||||
Fair value of acquired trade receivables | $ 1,500 | ||||||||||
Supply Vision | |||||||||||
Acquisition | |||||||||||
Acquisition purchase price, net of cash acquired | $ 11,600 | ||||||||||
Maximum potential performance-based contingent consideration | $ 3,000 | ||||||||||
Period for revenue performance targets | 2 years | ||||||||||
Contingent consideration | $ 2,700 | ||||||||||
Gross contractual amount of trade receivables acquired | 300 | ||||||||||
Fair value of acquired trade receivables | $ 300 | ||||||||||
GroundCloud | |||||||||||
Acquisition | |||||||||||
Acquisition purchase price, net of cash acquired | $ 136,800 | 136,843 | |||||||||
Maximum potential performance-based contingent consideration | $ 80,000 | ||||||||||
Period for revenue performance targets | 2 years | ||||||||||
Contingent consideration | $ 19,600 | ||||||||||
Gross contractual amount of trade receivables acquired | 1,500 | ||||||||||
Fair value of acquired trade receivables | $ 1,500 | ||||||||||
Localz Pty Ltd | |||||||||||
Acquisition | |||||||||||
Acquisition purchase price, net of cash acquired | $ 5,900 | 5,857 | |||||||||
Gross contractual amount of trade receivables acquired | 600 | ||||||||||
Fair value of acquired trade receivables | $ 600 | ||||||||||
Fiscal 2024 Acquisitions | |||||||||||
Acquisition | |||||||||||
Acquisition-related costs | 0 | 1,100 | |||||||||
Amount of revenue recognized | $ 9,800 | 17,000 | |||||||||
Amount of net income recognized | $ 900 |
Acquisitions - Preliminary Purc
Acquisitions - Preliminary Purchase Price Allocation for Businesses Acquired (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Apr. 20, 2023 | Feb. 14, 2023 | Jul. 31, 2023 | |
Acquisition | |||
Cash, less cash acquired related to GroundCloud ($4,381) and Localz (Nil) | $ 142,700 | ||
Contingent consideration | 19,550 | ||
Net working capital adjustments (receivable) / payable | 340 | ||
Purchase price consideration | 162,590 | ||
Allocated to: | |||
Current assets, excluding cash acquired | 2,527 | ||
Right-of-use assets | 144 | ||
Current liabilities | (3,479) | ||
Deferred revenue | (1,601) | ||
Lease obligations | (144) | ||
Net tangible assets (liabilities) assumed | (2,553) | ||
Goodwill | 84,872 | ||
Customer agreements and relationships | |||
Allocated to: | |||
Finite-lived intangible assets acquired | 29,400 | ||
Existing technology | |||
Allocated to: | |||
Finite-lived intangible assets acquired | 48,771 | ||
Trade names | |||
Allocated to: | |||
Finite-lived intangible assets acquired | 1,100 | ||
Non-compete covenants | |||
Allocated to: | |||
Finite-lived intangible assets acquired | 1,000 | ||
GroundCloud | |||
Acquisition | |||
Cash, less cash acquired related to GroundCloud ($4,381) and Localz (Nil) | $ 136,800 | 136,843 | |
Contingent consideration | 19,550 | ||
Net working capital adjustments (receivable) / payable | 345 | ||
Purchase price consideration | 156,738 | ||
Allocated to: | |||
Current assets, excluding cash acquired | 1,908 | ||
Right-of-use assets | 144 | ||
Current liabilities | (3,252) | ||
Deferred revenue | (136) | ||
Lease obligations | (144) | ||
Net tangible assets (liabilities) assumed | (1,480) | ||
Goodwill | 83,918 | ||
GroundCloud | Customer agreements and relationships | |||
Allocated to: | |||
Finite-lived intangible assets acquired | 29,400 | ||
GroundCloud | Existing technology | |||
Allocated to: | |||
Finite-lived intangible assets acquired | 42,800 | ||
GroundCloud | Trade names | |||
Allocated to: | |||
Finite-lived intangible assets acquired | 1,100 | ||
GroundCloud | Non-compete covenants | |||
Allocated to: | |||
Finite-lived intangible assets acquired | 1,000 | ||
Localz Pty Ltd | |||
Acquisition | |||
Cash, less cash acquired related to GroundCloud ($4,381) and Localz (Nil) | $ 5,900 | 5,857 | |
Net working capital adjustments (receivable) / payable | (5) | ||
Purchase price consideration | 5,852 | ||
Allocated to: | |||
Current assets, excluding cash acquired | 619 | ||
Current liabilities | (227) | ||
Deferred revenue | (1,465) | ||
Net tangible assets (liabilities) assumed | (1,073) | ||
Goodwill | 954 | ||
Localz Pty Ltd | Existing technology | |||
Allocated to: | |||
Finite-lived intangible assets acquired | $ 5,971 |
Acquisitions - Preliminary Pu_2
Acquisitions - Preliminary Purchase Price Allocation for Businesses Acquired - Parentheticals (Details) $ in Thousands | 6 Months Ended |
Jul. 31, 2023 USD ($) | |
GroundCloud | |
Acquisition | |
Cash acquired | $ 4,381 |
Localz Pty Ltd | |
Acquisition | |
Cash acquired | $ 0 |
Acquisitions - Acquired Intangi
Acquisitions - Acquired Intangible Assets Useful Lives (Details) | Jul. 31, 2023 |
Customer agreements and relationships | GroundCloud | |
Acquisition | |
Acquired intangible assets estimated useful lives (Year) | 13 years |
Existing technology | GroundCloud | |
Acquisition | |
Acquired intangible assets estimated useful lives (Year) | 6 years |
Existing technology | Localz Pty Ltd | |
Acquisition | |
Acquired intangible assets estimated useful lives (Year) | 6 years |
Trade names | GroundCloud | |
Acquisition | |
Acquired intangible assets estimated useful lives (Year) | 6 years |
Non-compete covenants | GroundCloud | |
Acquisition | |
Acquired intangible assets estimated useful lives (Year) | 5 years |
Acquisitions - Pro Forma Result
Acquisitions - Pro Forma Results of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Acquisitions | ||||
Revenues | $ 143,393 | $ 135,914 | $ 282,023 | $ 268,505 |
Net income | $ 28,116 | $ 22,308 | $ 56,710 | $ 45,141 |
Earnings per share | ||||
Basic (in dollars per share) | $ 0.33 | $ 0.26 | $ 0.67 | $ 0.53 |
Diluted (in dollars per share) | $ 0.32 | $ 0.26 | $ 0.65 | $ 0.52 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 USD ($) $ / shares shares | Jul. 31, 2022 USD ($) | Jul. 31, 2023 USD ($) $ / shares shares | Jul. 31, 2022 USD ($) | |
Fair Value Measurements | ||||
Equity derivatives, number of common shares held (in shares) | shares | 308,427 | 308,427 | ||
Derivative, common shares weighted average price (in dollars per share) | $ / shares | $ 35.79 | $ 35.79 | ||
Minimum | Revenue growth rate | ||||
Fair Value Measurements | ||||
Estimated fair value consideration percentage | 10 | 10 | ||
Minimum | Discount rate | ||||
Fair Value Measurements | ||||
Estimated fair value consideration percentage | 10 | 10 | ||
Maximum | Revenue growth rate | ||||
Fair Value Measurements | ||||
Estimated fair value consideration percentage | 12 | 12 | ||
Maximum | Discount rate | ||||
Fair Value Measurements | ||||
Estimated fair value consideration percentage | 12 | 12 | ||
General and administrative expenses | ||||
Fair Value Measurements | ||||
Expense (recovery) | $ | $ 1 | $ (1.9) | $ (1.2) | $ 0.6 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative instruments at fair value (Details) - USD ($) $ in Thousands | Jul. 31, 2023 | Jan. 31, 2023 |
Fair Value Measurements | ||
Equity derivative contracts | $ 12,957 | $ 11,610 |
Contingent consideration | 46,947 | 30,949 |
Level 2 | ||
Fair Value Measurements | ||
Equity derivative contracts | 12,957 | 11,610 |
Level 3 | ||
Fair Value Measurements | ||
Contingent consideration | $ 46,947 | $ 30,949 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in fair value measurements (Details) - Level 3 $ in Thousands | 6 Months Ended |
Jul. 31, 2023 USD ($) | |
Fair value measurements in Level 3 of the fair value inputs | |
Balance at the beginning | $ 30,949 |
Increase from acquisitions | 19,550 |
Cash payments | (6,220) |
Charges through profit or loss | 2,667 |
Effect of movements in foreign exchange | 1 |
Balance at the end | $ 46,947 |
Trade Accounts Receivable (Deta
Trade Accounts Receivable (Details) - USD ($) $ in Thousands | Jul. 31, 2023 | Jan. 31, 2023 |
Trade Accounts Receivable | ||
Trade accounts receivable | $ 57,459 | $ 46,718 |
Less: Provision for credit losses | (1,223) | (1,545) |
Total | $ 56,236 | $ 45,173 |
Trade Accounts Receivable - Tra
Trade Accounts Receivable - Trade receivables (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jul. 31, 2023 | Jan. 31, 2023 | |
Trade Accounts Receivable | ||
Unbilled receivables | $ 2.6 | $ 0.3 |
Percentage of account receivable | 10% | 10% |
Trade Accounts Receivable - Pro
Trade Accounts Receivable - Provision for credit losses (Details) $ in Thousands | 6 Months Ended |
Jul. 31, 2023 USD ($) | |
Trade Accounts Receivable | |
Balance | $ 1,545 |
Current period provision for expected losses | 593 |
Write-offs charged against the provision | (921) |
Effect of movements in foreign exchange | 6 |
Balance | $ 1,223 |
Other Receivables (Details)
Other Receivables (Details) - USD ($) $ in Thousands | Jul. 31, 2023 | Jan. 31, 2023 |
Other Receivables | ||
Net working capital adjustments receivable from acquisitions | $ 86 | $ 384 |
Other receivables | 13,047 | 11,274 |
Total | $ 13,133 | $ 11,658 |
Other Receivables - Additional
Other Receivables - Additional information (Details) - USD ($) $ in Millions | Jul. 31, 2023 | Jan. 31, 2023 |
Other Receivables | ||
Capital adjustments receivable from acquisitions is recoverable from amounts held in escrow | $ 0.1 | $ 0.4 |
Inventory (Details)
Inventory (Details) $ in Millions | 6 Months Ended |
Jul. 31, 2023 USD ($) | |
Cost of revenues | |
Inventory | |
Provision for excess or obsolete inventories | $ 0.1 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Jul. 31, 2023 | Jan. 31, 2023 |
Property and Equipment | ||
Cost | $ 53,243 | $ 49,207 |
Accumulated depreciation | 40,640 | 37,773 |
Net | 12,603 | 11,434 |
Computer equipment and software | ||
Property and Equipment | ||
Cost | 47,913 | 44,304 |
Accumulated depreciation | 36,908 | 34,275 |
Furniture and fixtures | ||
Property and Equipment | ||
Cost | 1,553 | 1,533 |
Accumulated depreciation | 1,343 | 1,283 |
Leasehold improvements | ||
Property and Equipment | ||
Cost | 1,077 | 1,076 |
Accumulated depreciation | 726 | 660 |
Equipment installed with customers | ||
Property and Equipment | ||
Cost | 2,074 | 1,936 |
Accumulated depreciation | 1,663 | 1,555 |
Assets under construction | ||
Property and Equipment | ||
Cost | $ 626 | $ 358 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Jul. 31, 2023 | Jan. 31, 2023 |
Intangible Assets | ||
Intangible assets, cost | $ 733,291 | $ 647,326 |
Intangible assets, amortization cost | 451,265 | 417,518 |
Net | 282,026 | 229,808 |
Customer agreements and relationships | ||
Intangible Assets | ||
Intangible assets, cost | 300,798 | 268,712 |
Intangible assets, amortization cost | 162,689 | 151,016 |
Existing technology | ||
Intangible Assets | ||
Intangible assets, cost | 407,300 | 355,695 |
Intangible assets, amortization cost | 269,436 | 248,867 |
Trade names | ||
Intangible Assets | ||
Intangible assets, cost | 10,197 | 9,026 |
Intangible assets, amortization cost | 7,828 | 7,318 |
Non-compete covenants | ||
Intangible Assets | ||
Intangible assets, cost | 14,996 | 13,893 |
Intangible assets, amortization cost | $ 11,312 | $ 10,317 |
Intangible Assets - Additional
Intangible Assets - Additional information (Details) - USD ($) $ in Thousands | Jul. 31, 2023 | Jan. 31, 2023 |
Intangible Assets | ||
Intangible assets, net | $ 282,026 | $ 229,808 |
2024 | 29,800 | |
2025 | 57,700 | |
2026 | 53,400 | |
2027 | 38,700 | |
2028 | 31,500 | |
Thereafter | $ 70,900 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jul. 31, 2023 | Jan. 31, 2023 | |
Goodwill | ||
Balance | $ 675,647 | $ 608,761 |
Adjustments on account of foreign exchange | 4,585 | (11,730) |
Balance | 765,104 | 675,647 |
Net CHB, LLC | ||
Goodwill | ||
Acquisition of goodwill | 26,797 | |
Foxtrot | ||
Goodwill | ||
Acquisition of goodwill | 1,527 | |
XPS | ||
Goodwill | ||
Acquisition of goodwill | 43,529 | |
Supply Vision | ||
Goodwill | ||
Acquisition of goodwill | $ 6,763 | |
GroundCloud | ||
Goodwill | ||
Acquisition of goodwill | 83,918 | |
Localz | ||
Goodwill | ||
Acquisition of goodwill | $ 954 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Jul. 31, 2023 | Jan. 31, 2023 |
Accrued Liabilities | ||
Accrued compensation and benefits | $ 36,163 | $ 35,536 |
Accrued contingent acquisition consideration | 46,947 | 30,949 |
Accrued professional fees | 1,398 | 1,619 |
Other accrued liabilities | 13,583 | 12,205 |
Total | $ 98,091 | $ 80,309 |
Long-term Debt (Details)
Long-term Debt (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jul. 31, 2023 | Jan. 31, 2023 | |
Long-Term Debt | ||
Letters of credit outstanding | $ 0.2 | $ 0.2 |
Revolving credit facility | Senior secured credit facility | ||
Long-Term Debt | ||
Maturity term (year) | 5 years | |
Available for use | $ 350 | |
Long-term line of credit drawn amount | 0 | |
Revolving credit facility | Senior secured credit facility | Maximum | ||
Long-Term Debt | ||
Line of credit facility | 500 | |
Revolving credit facility | Senior secured credit facility | Minimum | ||
Long-Term Debt | ||
Line of credit facility | $ 350 | |
Senior secured credit facility | Maximum | ||
Long-Term Debt | ||
Percentage of undrawn amounts (in percentage) | 0.40% | |
Senior secured credit facility | Maximum | CDOR | ||
Long-Term Debt | ||
Interest rates under the revolving operating portion | 2.50% | |
Senior secured credit facility | Minimum | ||
Long-Term Debt | ||
Percentage of undrawn amounts (in percentage) | 0.20% | |
Senior secured credit facility | Minimum | CDOR | ||
Long-Term Debt | ||
Interest rates under the revolving operating portion | 0% |
Leases (Details)
Leases (Details) | Jul. 31, 2023 |
Leases | |
Operating lease remaining lease term (year) | 6 years |
Operating lease renewal term (year) | 5 years |
Leases - Components of operatin
Leases - Components of operating lease expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | Jan. 31, 2023 | |
Leases | |||||
Operating lease cost | $ 1,027 | $ 1,078 | $ 2,000 | $ 2,143 | |
Short-term lease cost | 146 | 150 | 328 | 299 | |
Total operating lease cost | 1,173 | 1,228 | 2,328 | 2,442 | |
Operating cash outflows from operating leases included in measurement of lease liabilities | 1,104 | 1,148 | 2,093 | 2,264 | |
New ROU assets obtained in exchange for lease obligations | $ 348 | $ 122 | $ 830 | $ 346 | |
Weighted average remaining lease term (years) | 2 years 3 months 18 days | 2 years 3 months 18 days | 2 years 7 months 6 days | ||
Weighted average discount rate (%) | 2.70% | 2.70% | 2.40% |
Leases - Maturities of operatin
Leases - Maturities of operating lease liabilities (Details) - USD ($) $ in Thousands | Jul. 31, 2023 | Jan. 31, 2023 |
Leases | ||
Remainder of 2024 | $ 3,410 | |
2025 | 1,979 | |
2026 | 742 | |
2027 | 222 | |
2028 | 74 | |
2029 and thereafter | 34 | |
Total lease payments | 6,461 | |
Less: imputed interest | (307) | |
Total lease obligations | 6,154 | |
Current | 3,177 | $ 3,397 |
Long-term | $ 2,977 | $ 3,923 |
Commitments, Contingencies an_2
Commitments, Contingencies and Guarantees (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 31, 2023 | Jan. 31, 2023 | |
Commitments, Contingencies and Guarantees | ||
Unrecognized aggregate liability for the unvested DSUs | $ 800 | |
Unrecognized aggregate liability for the unvested CRSUs | $ 1,000 | |
Equity derivatives, number of common shares held (in shares) | 308,427 | |
DSU liability, number of common shares (in shares) | 308,427 | |
Contingent consideration | $ 46,947 | $ 30,949 |
GreenMile, NetCHB, XPS and Supply Vision | ||
Commitments, Contingencies and Guarantees | ||
Maximum potential performance-based contingent consideration | $ 213,000 | |
Period for revenue performance targets | 2 years | |
Contingent consideration | $ 46,900 |
Share Capital (Details)
Share Capital (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jul. 15, 2022 | Jun. 07, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Share Capital | ||||||
Proceeds from Stock Options Exercised | $ 600 | $ 100 | $ 6,000 | $ 500 | ||
Payments to satisfy employee tax withholding net share settlements | $ 4,886 | |||||
PSU and RSU | ||||||
Share Capital | ||||||
Employee tax withholding for net share settlements | 0 | 0 | 63,330 | 0 | ||
Payments to satisfy employee tax withholding net share settlements | $ 0 | $ 0 | $ 4,900 | $ 0 | ||
2022 Base Shelf Prospectus | ||||||
Share Capital | ||||||
Shelf Prospectus Period (Month) | 25 months | |||||
Stock issued during period, shares, new issues (in shares) | 0 | |||||
NCIB | ||||||
Share Capital | ||||||
Stock issued during period, shares, new issues (in shares) | 0 | |||||
Number of shares to be purchased for cancellation | 7,400,000 | |||||
Maximum percentage of shares to be repurchased for cancellation | 10% |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Stock options | ||||
Earnings Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 273,837 | 501,494 | 273,837 | 6,960 |
Treasury stock method | ||||
Earnings Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 9,828 | 135,776 | 9,828 | 630,310 |
PSU and RSU | ||||
Earnings Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 95,134 | 97,991 | 95,134 | 0 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Earnings Per Share | ||||
Net income | $ 28,116 | $ 22,902 | $ 57,469 | $ 46,017 |
Weighted average shares outstanding (in shares) | 85,083 | 84,783 | 85,017 | 84,774 |
Weighted average common and common equivalent shares outstanding (in shares) | 86,783 | 86,338 | 86,764 | 86,344 |
Earning per share, Basic | $ 0.33 | $ 0.27 | $ 0.68 | $ 0.54 |
Earning per share, Diluted | $ 0.32 | $ 0.27 | $ 0.66 | $ 0.53 |
Stock options | ||||
Earnings Per Share | ||||
Dilutive effect of employee stock options (in shares) | 483 | 401 | 515 | 433 |
Restricted stock and Performance share | ||||
Earnings Per Share | ||||
Dilutive effect of employee stock options (in shares) | 1,217 | 1,154 | 1,232 | 1,137 |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plans - Additional information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | Jan. 31, 2023 | |
Stock-Based Compensation Plans | |||||
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost | $ 0.8 | $ 0.8 | $ 0.8 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance (in shares) | 1,657,444 | 1,657,444 | 1,593,433 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 2,553 | 92,422 | 278,845 | 354,699 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 26.29 | $ 18.91 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 0.8 | $ 0.2 | $ 9.6 | $ 1.3 | |
Share-based Payment Arrangement, Option [Member] | |||||
Stock-Based Compensation Plans | |||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | 12.2 | $ 12.2 | |||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 9 months 18 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | 0.2 | $ 0.3 | |||
Performance Shares [Member] | |||||
Stock-Based Compensation Plans | |||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | 13.8 | $ 13.8 | |||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 1 month 6 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | 0 | $ 4.6 | |||
Restricted Stock Units (RSUs) [Member] | |||||
Stock-Based Compensation Plans | |||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | 6.8 | $ 6.8 | |||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 1 month 6 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 0 | $ 0 | |||
Shareholder-Approved Stock Options Plan [Member] | |||||
Stock-Based Compensation Plans | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance (in shares) | 1,657,444 | 1,657,444 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares) | 2,438,153 | 2,438,153 | |||
Deferred Share Unit Plan [Member] | |||||
Stock-Based Compensation Plans | |||||
Deferred Share Units Outstanding Number (in shares) | 308,427 | 308,427 | 283,338 | ||
Deferred Compensation Share-based Arrangements, Liability, Current and Noncurrent | $ 23.2 | $ 23.2 | $ 20.6 | ||
Deferred Share Units Grants In Period (in shares) | 25,089 | ||||
Deferred share units compensation expense | (0.1) | 2.7 | $ 2.3 | 0.3 | |
Cash-Settled Restricted Share Unit [Member] | |||||
Stock-Based Compensation Plans | |||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | 1 | 1 | 0.7 | ||
Deferred Compensation Share-based Arrangements, Liability, Current and Noncurrent | 0.2 | 0.2 | $ 0.4 | ||
Cash settled restricted share units compensation expense | $ 0.1 | $ 0.2 | $ 0.3 | $ 0.4 |
Stock-Based Compensation Plan_3
Stock-Based Compensation Plans - Total Estimated Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Stock-Based Compensation Plans | ||||
Effect on net income | $ 4,451 | $ 3,736 | $ 7,370 | $ 6,523 |
Cost of revenues | ||||
Stock-Based Compensation Plans | ||||
Effect on net income | 304 | 254 | 505 | 449 |
Sales and marketing | ||||
Stock-Based Compensation Plans | ||||
Effect on net income | 1,417 | 675 | 2,287 | 1,160 |
Research and development | ||||
Stock-Based Compensation Plans | ||||
Effect on net income | 580 | 490 | 965 | 857 |
General and administrative | ||||
Stock-Based Compensation Plans | ||||
Effect on net income | $ 2,150 | $ 2,317 | $ 3,613 | $ 4,057 |
Stock-Based Compensation Plan_4
Stock-Based Compensation Plans - Assumptions Used in Black - Scholes Model for Each Grant (Details) | 6 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Stock-Based Compensation Plans | ||
Expected volatility (%) | 30.80% | 29.20% |
Risk-free rate (%) | 3.20% | 2.40% |
Expected option life (years) | 5 years | 5 years |
Stock-Based Compensation Plan_5
Stock-Based Compensation Plans - Summary of Option Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | Jan. 31, 2023 | |
Stock-Based Compensation Plans | |||||
Number of Stock Options Outstanding (in shares), Beginning | 1,593,433 | ||||
Weighted-Average Exercise Price (in dollars per share), Beginning | $ 45.54 | ||||
Weighted-Average Remaining Contractual Life (years) | 4 years 3 months 18 days | 4 years 1 month 6 days | |||
Aggregate Intrinsic Value | $ 41.9 | $ 41.9 | $ 45.7 | ||
Granted, shares (in shares) | 2,553 | 92,422 | 278,845 | 354,699 | |
Granted, weighted-average exercise price (in dollars per share) | $ 80.10 | ||||
Exercised, shares (in shares) | (201,511) | ||||
Exercised, weighted-average exercise price (in dollars per share) | $ 30.87 | ||||
Forfeited, shares (in shares) | (13,323) | ||||
Forfeited, weighted-average exercise price (in dollars per share) | $ 61.52 | ||||
Number of Stock Options Outstanding (in shares), Ending | 1,657,444 | 1,657,444 | 1,593,433 | ||
Weighted-Average Exercise Price (in dollars per share), Ending | $ 51.83 | $ 51.83 | $ 45.54 | ||
Vested or expected to vest, shares (in shares) | 1,657,444 | 1,657,444 | |||
Vested or expected to vest, weighted-average exercise price (in dollars per share) | $ 51.83 | $ 51.83 | |||
Vested or expected to vest, weighted-average remaining contractual life (Year) | 4 years 3 months 18 days | ||||
Vested or expected to vest, aggregate intrinsic value | $ 41.9 | $ 41.9 | |||
Exercisable, shares (in shares) | 918,043 | 918,043 | |||
Exercisable, weighted-average exercise price (in dollars per share) | $ 41.39 | $ 41.39 | |||
Exercisable, weighted-average remaining contractual life (Year) | 3 years 3 months 18 days | ||||
Exercisable, aggregate intrinsic value | $ 32.2 | $ 32.2 |
Stock-Based Compensation Plan_6
Stock-Based Compensation Plans - Summary of Performance Share Units Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended |
Jul. 31, 2023 | Jan. 31, 2023 | |
Stock-Based Compensation Plans | ||
Vested or expected to vest, shares (in shares) | 1,657,444 | |
Vested or expected to vest, weighted-average granted date fair value (in dollars per share) | $ 51.83 | |
Vested or expected to vest, weighted-average remaining contractual life (Year) | 4 years 3 months 18 days | |
Vested or expected to vest, aggregate intrinsic value | $ 41.9 | |
Performance Shares [Member] | ||
Stock-Based Compensation Plans | ||
Number of Units Outstanding (in shares), Beginning | 915,233 | |
Weighted-Average Granted Date Fair Value (in dollars per share), Beginning | $ 38.41 | |
Weighted-Average Remaining Contractual (years) | 5 years | 4 years 6 months |
Aggregate Intrinsic Value | $ 75.9 | $ 67.9 |
PSUs Granted (in shares) | 95,134 | |
PSUs Granted, weighted-average granted date fair value (in dollars per share) | $ 106.36 | |
Performance units issued (in shares) | 68,005 | |
Performance units issued, weighted-average granted date fair value (in dollars per share) | $ 54 | |
Exercised (in shares) | (84,125) | |
Exercised, weighted-average granted date fair value (in dollars per share) | $ 11.19 | |
Forfeited (in shares) | (2,475) | |
Forfeited, weighted-average granted date fair value (in dollars per share) | $ 82.13 | |
Number of Units Outstanding (in shares), Ending | 991,772 | 915,233 |
Weighted-Average Granted Date Fair Value (in dollars per share), Ending | $ 54.07 | $ 38.41 |
Vested or expected to vest, shares (in shares) | 991,772 | |
Vested or expected to vest, weighted-average granted date fair value (in dollars per share) | $ 54.07 | |
Vested or expected to vest, weighted-average remaining contractual life (Year) | 5 years | |
Vested or expected to vest, aggregate intrinsic value | $ 75.9 | |
Exercisable, number of units (in shares) | 723,681 | |
Exercisable, weighted-average granted date fair value (in dollars per share) | $ 36.95 | |
Exercisable, weighted-average remaining contractual (years) | 3 years 8 months 12 days | |
Exercisable, aggregate intrinsic value | $ 55.3 |
Stock-Based Compensation Plan_7
Stock-Based Compensation Plans - Summary of Restricted Share Units Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended |
Jul. 31, 2023 | Jan. 31, 2023 | |
Stock-Based Compensation Plans | ||
Vested or expected to vest, weighted-average exercise price (in dollars per share) | $ 51.83 | |
Vested or expected to vest, weighted-average remaining contractual life (Year) | 4 years 3 months 18 days | |
Vested or expected to vest, aggregate intrinsic value | $ 41.9 | |
Restricted Stock Units (RSUs) [Member] | ||
Stock-Based Compensation Plans | ||
Number of Units Outstanding (in shares), Beginning | 474,631 | |
Weighted-Average Granted Date Fair Value (in dollars per share), Beginning | $ 32.44 | |
Weighted-Average Remaining Contractual (years) | 5 years 3 months 18 days | 4 years 8 months 12 days |
Aggregate Intrinsic Value | $ 36.9 | $ 35.2 |
RSUs Granted (in shares) | 61,774 | |
RSUs Granted, weighted-average granted date fair value (in dollars per share) | $ 80.19 | |
Exercised (in shares) | (53,898) | |
Exercised, weighted-average granted date fair value (in dollars per share) | $ 8.55 | |
Forfeited (in shares) | (413) | |
Forfeited, weighted-average granted date fair value (in dollars per share) | $ 60.89 | |
Number of Units Outstanding (in shares), Ending | 482,094 | 474,631 |
Weighted-Average Granted Date Fair Value (in dollars per share), Ending | $ 40.34 | $ 32.44 |
Vested or expected to vest, RSU (in shares) | 482,094 | |
Vested or expected to vest, weighted-average exercise price (in dollars per share) | $ 40.34 | |
Vested or expected to vest, weighted-average remaining contractual life (Year) | 5 years 3 months 18 days | |
Vested or expected to vest, aggregate intrinsic value | $ 36.9 | |
Exercisable, number of units (in shares) | 361,598 | |
Exercisable, weighted-average granted date fair value (in dollars per share) | $ 30.32 | |
Exercisable, weighted-average remaining contractual (years) | 4 years 1 month 6 days | |
Exercisable, aggregate intrinsic value | $ 27.7 |
Stock-Based Compensation Plan_8
Stock-Based Compensation Plans - Summary of CRSU Plan Activity (Details) - shares | 6 Months Ended | 12 Months Ended |
Jul. 31, 2023 | Jan. 31, 2023 | |
Stock-Based Compensation Plans | ||
Number of Units Outstanding, CRSU (in shares),Beginning | 14,583 | |
Weighted-Average Remaining Contractual Life, CRSU (years) | 2 years | 1 year 4 months 24 days |
Number of Units Granted, CRSU (in shares) | 7,879 | |
Number of Units Vested and settled in cash, CRSU (in shares) | (6,129) | |
Number of Units Outstanding, CRSU (in shares), Ending | 16,333 | 14,583 |
Non-vested, CRSU (in shares) | 16,333 | |
Non-vested, Weighted-Average Remaining Contractual Life, CRSU (years) | 2 years |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Income Taxes | ||||
Percentage of income before income taxes | 27% | 27.80% | 24.70% | 26% |
Contract Balances, Performanc_3
Contract Balances, Performance Obligations and Contract Costs - Changes in Deferred Revenue and Contract Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 31, 2023 | Jan. 31, 2023 | |
Contract Balances, Performance Obligations and Contract Costs | ||
Beginning balance | $ 69,399 | |
Recognition of previously deferred revenue | (31,557) | |
Deferral of revenue | 48,318 | |
Increases from business combinations, net | 736 | |
Effect of movements in foreign exchange | 298 | |
Ending balance | 87,194 | |
Current | 85,421 | $ 67,784 |
Long-term | 1,773 | |
Beginning balance | 3,222 | |
Transfers to trade receivables from contract assets | (704) | |
Increases as a result of revenue recognized during the period, net of amounts transferred to trade receivables | 785 | |
Effect of movements in foreign exchange | 3 | |
Ending balance | $ 3,306 |
Contract Balances, Performanc_4
Contract Balances, Performance Obligations and Contract Costs (Details) $ in Millions | Jul. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, Amount | $ 478.3 |
Remaining performance obligation, Percentage | 80% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-31 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, Period (Month) | 24 months |
Contract Balances, Performanc_5
Contract Balances, Performance Obligations and Contract Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | Jan. 31, 2023 | |
Contract Balances, Performance Obligations and Contract Costs | |||||
Capitalized contract cost, net, Total | $ 19 | $ 19 | $ 18.4 | ||
Capitalized contract cost, amortization | $ 1.6 | $ 1.4 | $ 3.2 | $ 2.8 |
Other Charges - Components of O
Other Charges - Components of Other Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Other Charges. | ||||
Acquisition-related costs | $ 391 | $ 514 | $ 1,719 | $ 874 |
Contingent consideration accretion and adjustments | 2,064 | 764 | 2,667 | 1,833 |
Restructuring plans | 11 | 2 | 64 | |
Other non-operating expense, Total | $ 2,455 | $ 1,289 | $ 4,388 | $ 2,771 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Cash Flow Changes in Operating Asset and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Supplemental Cash Flow Information | ||||
Trade accounts receivable | $ (6,051) | $ (1,624) | $ (9,170) | $ (4,544) |
Other accounts receivable | (1,742) | 2,532 | (2,782) | 2,349 |
Prepaid expenses and other | 2,198 | (286) | (1,542) | 493 |
Inventory | 385 | (18) | 365 | 36 |
Accounts payable | (367) | (293) | 659 | (1,135) |
Accrued liabilities | 782 | (1,783) | 2,431 | (3,862) |
Income taxes payable | (752) | (296) | (1,469) | 127 |
Operating leases | (99) | (44) | (118) | (153) |
Deferred revenue | 10,260 | 2,794 | 15,856 | 7,411 |
Increase (Decrease) in Operating Capital, Total | $ 4,614 | $ 982 | $ 4,230 | $ 722 |
Segmented Information - Segment
Segmented Information - Segmented Revenue by Geographical Location of Customer (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Segmented Information | ||||
Geographical revenue | $ 143,393 | $ 123,011 | $ 280,007 | $ 239,406 |
United States | ||||
Segmented Information | ||||
Geographical revenue | 96,822 | 78,569 | 187,338 | 147,633 |
Europe, Middle-East and Africa | ||||
Segmented Information | ||||
Geographical revenue | 33,652 | 30,746 | 67,307 | 65,377 |
Canada | ||||
Segmented Information | ||||
Geographical revenue | 8,337 | 9,171 | 16,624 | 17,457 |
Asia Pacific | ||||
Segmented Information | ||||
Geographical revenue | $ 4,582 | $ 4,525 | $ 8,738 | $ 8,939 |
Segmented Information - Segme_2
Segmented Information - Segmented Revenue by Revenue Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Segment Reporting Information [Line Items] | ||||
REVENUES | $ 143,393 | $ 123,011 | $ 280,007 | $ 239,406 |
License | ||||
Segment Reporting Information [Line Items] | ||||
REVENUES | 1,367 | 3,280 | 2,327 | 5,594 |
Service | ||||
Segment Reporting Information [Line Items] | ||||
REVENUES | 130,744 | 109,372 | 254,854 | 212,205 |
Professional services and other | ||||
Segment Reporting Information [Line Items] | ||||
REVENUES | $ 11,282 | $ 10,359 | $ 22,826 | $ 21,607 |
Segmented Information - Long-li
Segmented Information - Long-lived Assets by Geographical Location (Details) - USD ($) $ in Thousands | Jul. 31, 2023 | Jul. 31, 2022 |
Segmented Information | ||
Geographical long-lived assets | $ 294,629 | $ 241,242 |
United States | ||
Segmented Information | ||
Geographical long-lived assets | 196,277 | 138,007 |
Europe, Middle-East and Africa | ||
Segmented Information | ||
Geographical long-lived assets | 30,480 | 32,921 |
Canada | ||
Segmented Information | ||
Geographical long-lived assets | 56,064 | 63,414 |
Asia Pacific | ||
Segmented Information | ||
Geographical long-lived assets | $ 11,808 | $ 6,900 |
Segmented Information - Additio
Segmented Information - Additional information (Details) | 6 Months Ended |
Jul. 31, 2023 segment | |
Segmented Information. | |
Number of reportable segments | 1 |