Document And Entity Information
Document And Entity Information | 12 Months Ended |
Jan. 31, 2022shares | |
Document Information [Line Items] | |
Document Type | 40-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Period End Date | Jan. 31, 2022 |
Entity File Number | 000-29970 |
Entity Registrant Name | DESCARTES SYSTEMS GROUP INC |
Entity Incorporation, State or Country Code | Z4 |
Entity Address, Address Line One | 120 Randall Drive |
Entity Address, City or Town | Waterloo |
Entity Address, State or Province | ON |
Entity Address, Country | CA |
Entity Address, Postal Zip Code | N2V 1C6 |
City Area Code | 519 |
Local Phone Number | 746-8110 |
Annual Information Form | true |
Audited Annual Financial Statements | true |
Entity Common Stock, Shares Outstanding (in shares) | 84,756,210 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Emerging Growth Company | false |
Auditor Name | KPMG LLP |
Auditor Firm ID | 85 |
Auditor Location | Toronto, ON, Canada |
Entity Central Index Key | 0001050140 |
Current Fiscal Year End Date | --01-31 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
Business Contact [Member] | |
Document Information [Line Items] | |
Contact Personnel Name | Descartes Systems (USA) LLC |
Entity Address, Address Line One | Powers Ferry Business Park |
Entity Address, Address Line Two | 2030 Powers Ferry Road SE |
Entity Address, Address Line Three | Suite 350 |
Entity Address, City or Town | Atlanta |
Entity Address, State or Province | GA |
Entity Address, Postal Zip Code | 30339-5066 |
City Area Code | 678 |
Local Phone Number | 247-0400 |
Common Stock [Member] | |
Document Information [Line Items] | |
Title of 12(b) Security | Common Shares, no par value |
Trading Symbol | DSGX |
Security Exchange Name | NASDAQ |
Rights to purchase Common Shares [Member] | |
Document Information [Line Items] | |
Title of 12(b) Security | Rights to purchase Common Shares, no par value |
Trading Symbol | DSGX |
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
CURRENT ASSETS | ||
Cash | $ 213,437 | $ 133,661 |
Accounts receivable (net) | ||
Trade (Note 5) | 41,705 | 37,206 |
Other (Note 6) | 14,075 | 14,830 |
Prepaid expenses and other | 21,974 | 16,939 |
Inventory (Note 7) | 868 | 429 |
Assets, Current, Total | 292,059 | 203,065 |
OTHER LONG-TERM ASSETS (Note 19) | 18,652 | 15,550 |
PROPERTY AND EQUIPMENT, NET (Note 8) | 10,817 | 12,089 |
RIGHT-OF-USE ASSETS (Note 13) | 10,571 | 12,165 |
DEFERRED INCOME TAXES | 14,962 | 15,216 |
INTANGIBLE ASSETS, NET (Note 9) | 229,609 | 239,992 |
GOODWILL (Note 10) | 608,761 | 565,177 |
Assets, Total | 1,185,431 | 1,063,254 |
CURRENT LIABILITIES | ||
Accounts payable | 10,566 | 7,955 |
Accrued liabilities (Note 11) | 56,442 | 38,879 |
Lease obligations (Note 13) | 4,029 | 4,168 |
Income taxes payable | 5,616 | 3,383 |
Deferred revenue (Note 19) | 56,780 | 49,878 |
Liabilities, Current, Total | 133,433 | 104,263 |
LEASE OBLIGATIONS (Note 13) | 7,382 | 8,895 |
DEFERRED REVENUE (Note 19) | 1,920 | 1,413 |
INCOME TAXES PAYABLE | 7,354 | 8,230 |
DEFERRED INCOME TAXES | 35,523 | 29,385 |
Liabilities, Total | 185,612 | 152,186 |
SHAREHOLDERS' EQUITY (Note 15) | ||
Common shares - unlimited shares authorized; Shares issued and outstanding totaled 84,756,210 at January 31, 2022 (January 31, 2021 - 84,494,658) | 536,297 | 531,825 |
Additional paid-in capital | 473,303 | 464,102 |
Accumulated other comprehensive loss | (12,393) | (1,189) |
Retained earnings (accumulated deficit) | 2,612 | (83,670) |
Stockholders' Equity Attributable to Parent, Ending Balance | 999,819 | 911,068 |
Liabilities and Equity, Total | $ 1,185,431 | $ 1,063,254 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - shares | Jan. 31, 2022 | Jan. 31, 2021 |
Common shares, shares issued (in shares) | 84,756,210 | 84,494,658 |
Common shares, shares outstanding (in shares) | 84,756,210 | 84,494,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
REVENUES | $ 424,690 | $ 348,664 | $ 325,791 |
COST OF REVENUES | 101,810 | 89,910 | 85,721 |
GROSS MARGIN | 322,880 | 258,754 | 240,070 |
EXPENSES | |||
Sales and marketing | 46,895 | 38,785 | 40,389 |
Research and development | 62,570 | 54,066 | 53,513 |
General and administrative | 44,454 | 36,267 | 34,628 |
Other charges (Note 20) | 6,428 | 2,335 | 3,797 |
Amortization of intangible assets | 59,099 | 55,905 | 55,485 |
Operating Expenses, Total | 219,446 | 187,358 | 187,812 |
INCOME FROM OPERATIONS | 103,434 | 71,396 | 52,258 |
INTEREST EXPENSE | (1,123) | (1,186) | (4,416) |
INVESTMENT INCOME | 299 | 159 | 193 |
INCOME BEFORE INCOME TAXES | 102,610 | 70,369 | 48,035 |
INCOME TAX EXPENSE (Note 18) | |||
Current | 14,814 | 3,746 | 5,295 |
Deferred | 1,514 | 14,523 | 5,743 |
Income Tax Expense (Benefit), Total | 16,328 | 18,269 | 11,038 |
NET INCOME | $ 86,282 | $ 52,100 | $ 36,997 |
EARNINGS PER SHARE (Note 16) | |||
Basic (in dollars per share) | $ 1.02 | $ 0.62 | $ 0.45 |
Diluted (in dollars per share) | $ 1 | $ 0.61 | $ 0.45 |
WEIGHTED AVERAGE SHARES OUTSTANDING (thousands) | |||
Basic (in shares) | 84,591 | 84,360 | 81,659 |
Diluted (in shares) | 86,200 | 85,756 | 82,867 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Net Income | $ 86,282 | $ 52,100 | $ 36,997 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment, net of income tax (recovery) expense of ($348) for the year ended January 31, 2022 (January 31, 2021 - $290; January 31, 2020 - ($132)) | (11,204) | 24,755 | (743) |
Total other comprehensive income (loss) | (11,204) | 24,755 | (743) |
COMPREHENSIVE INCOME | $ 75,078 | $ 76,855 | $ 36,254 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Foreign currency translation adjustment, income tax expense (recovery) | $ 348 | $ 290 | $ 132 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance at Jan. 31, 2019 | $ 276,753 | $ 454,722 | $ (25,201) | $ (172,767) | |
Stock options and share units exercised | 1,788 | (362) | |||
Issuance of common shares, net of issuance costs (Note 15) | 236,568 | ||||
Acquisitions (Note 3) | 9,045 | ||||
Stock-based compensation expense (Note 17) | 4,909 | ||||
Other comprehensive income (loss), net of income taxes | (743) | ||||
Net income | 36,997 | $ 36,997 | |||
Balance at Jan. 31, 2020 | 524,154 | 459,269 | (25,944) | (135,770) | 821,709 |
Stock options and share units exercised | 7,671 | (1,480) | |||
Stock-based compensation expense (Note 17) | 6,313 | ||||
Other comprehensive income (loss), net of income taxes | 24,755 | ||||
Net income | 52,100 | 52,100 | |||
Balance at Jan. 31, 2021 | 531,825 | 464,102 | (1,189) | (83,670) | 911,068 |
Stock options and share units exercised | 4,472 | (1,816) | |||
Stock-based compensation expense (Note 17) | 11,017 | ||||
Other comprehensive income (loss), net of income taxes | (11,204) | ||||
Net income | 86,282 | 86,282 | |||
Balance at Jan. 31, 2022 | $ 536,297 | $ 473,303 | $ (12,393) | $ 2,612 | $ 999,819 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
OPERATING ACTIVITIES | |||
Net income | $ 86,282 | $ 52,100 | $ 36,997 |
Adjustments to reconcile net income to cash provided by operating activities: | |||
Depreciation | 5,129 | 5,757 | 6,037 |
Amortization of intangible assets | 59,099 | 55,905 | 55,485 |
Stock-based compensation expense (Note 17) | 11,017 | 6,313 | 4,909 |
Other non-cash operating activities | 308 | 207 | 337 |
Deferred tax expense | 1,514 | 14,523 | 5,743 |
Changes in operating assets and liabilities (Note 21) | 12,789 | (3,575) | (5,256) |
Cash provided by operating activities | 176,138 | 131,230 | 104,252 |
INVESTING ACTIVITIES | |||
Additions to property and equipment | (4,829) | (3,759) | (4,900) |
Acquisition of subsidiaries, net of cash acquired (Note 3) | (90,278) | (48,403) | (292,053) |
Cash used in investing activities | (95,107) | (52,162) | (296,953) |
FINANCING ACTIVITIES | |||
Proceeds from borrowing on the credit facility | 10,196 | 297,015 | |
Credit facility and other debt repayments | (1,068) | (10,793) | (322,634) |
Payment of debt issuance costs | (72) | (40) | (1,400) |
Issuance of common shares for cash, net of issuance costs (Note 15) | 2,656 | 6,194 | 237,973 |
Payment of contingent consideration | (785) | ||
Cash provided by financing activities | 1,516 | 5,557 | 210,169 |
Effect of foreign exchange rate changes on cash | (2,771) | 4,633 | (363) |
Increase in cash | 79,776 | 89,258 | 17,105 |
Cash, beginning of year | 133,661 | 44,403 | 27,298 |
Cash, end of year | 213,437 | 133,661 | 44,403 |
Supplemental disclosure of cash flow information: | |||
Cash paid during the year for interest | 89 | 3,516 | |
Cash paid during the year for income taxes | $ 12,575 | $ 8,214 | $ 8,946 |
Description of the Business
Description of the Business | 12 Months Ended |
Jan. 31, 2022 | |
Notes to Financial Statements | |
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 | 12 Months Ended |
Jan. 31, 2022 | |
Notes to Financial Statements | |
Basis of Presentation | Note 2 –Basis of Presentation The accompanying 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 the US Securities and Exchange Commission (“SEC”) for the preparation of consolidated financial statements. The world continues to experience a global pandemic related to the spread of the COVID-19 virus (the “Pandemic”). The Pandemic has had disruptive effects in countries in which the Company operates, and the future impacts of the Pandemic and any resulting economic impact are largely unknown and rapidly evolving. As the impacts of the Pandemic continue to evolve, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require increased judgment. The future impact of Pandemic uncertainties could result in a significant impact on the reported amounts of assets, liabilities, revenue and expenses in these and any future consolidated financial statements. Examples of accounting estimates and judgments that may be impacted by the Pandemic include, but are not limited to; revenue recognition, impairment of goodwill and intangible assets and provisions for credit losses. Our fiscal year commences on February 1 st st Basis of consolidation The consolidated financial statements include the financial statements of Descartes and our wholly-owned subsidiaries. We do not have any variable interests in variable interest entities. All intercompany accounts and transactions have been eliminated during consolidation. Foreign currency translation The US dollar is the presentation currency of the Company. Assets and liabilities of our subsidiaries are translated into US dollars at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated into US dollars using daily exchange rates. Translation adjustments resulting from this process are accumulated in other comprehensive income (loss) as a separate component of shareholders’ equity. On substantial liquidation of a foreign operation, the component of accumulated other comprehensive income relating to that particular foreign operation is recognized in the consolidated statements of operations. The functional currency of each of our entities is generally the local currency in which they operate. Transactions incurred in currencies other than the local currency of an entity are converted to the local currency at the transaction date. Monetary assets and liabilities denominated in foreign currencies are re-measured into the local currency at the exchange rate in effect at the balance sheet date. All foreign currency re-measurement gains and losses are included in net income. For the year ended January 31, 2022, foreign currency re-measurement loss of $0.3 million was included in net income (January 31, 2021 – loss of $0.8 million; January 31, 2020 – loss of $0.6 million). Use of estimates Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the consolidated financial statements and accompanying note disclosures. Although these estimates and assumptions are based on management’s best knowledge of current events, actual results may be different from the estimates. These estimates, judgments and assumptions are evaluated on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable at that time, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Estimates and assumptions are used when accounting for items such as allocations of the purchase price and the fair value of net assets acquired in business combination transactions, useful lives of intangible assets and property and equipment, revenue related estimates including determining the nature and timing of satisfaction of performance obligations, variable consideration, and other obligations such as product returns and refunds, allowance for doubtful accounts, collectability of other receivables, provisions for excess or obsolete inventory, determining the Company’s incremental borrowing rate, restructuring accruals, fair value of stock-based compensation, assumptions embodied in the valuation of assets for impairment assessment, accounting for income taxes, valuation allowances for deferred income tax assets, realization of investment tax credits, uncertain tax positions and recognition of contingencies. Significant assumptions and judgment are used when determining the standalone selling price (“SSP”) of performance obligations in contracts with customers. Cash Cash included highly liquid short-term deposits with original maturities of three months or less. Financial instruments Fair value of financial instruments The carrying amounts of the Company’s cash, accounts receivable (net), accounts payable, accrued liabilities and income taxes payable approximate their fair value due to their short maturities. Derivative instruments We use derivative instruments to manage equity risk relating to our share-based compensation. We account for these instruments in accordance with ASC Topic 815 “Derivatives and Hedging” (Topic 815), which requires that every derivative instrument be recorded on the balance sheet as either an asset or a liability measured at its fair value as of the reporting date. We do not designate our derivative instruments as hedges and as such the changes in our derivative financial instruments’ fair values are recognized in earnings. 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. Foreign exchange risk We are exposed to foreign exchange risk because the Company transacts business in currencies other than the US dollar. Accordingly, our results are affected, and may be affected in the future, by exchange rate fluctuations of the US dollar relative to the Canadian dollar, euro, British pound sterling and various other foreign currencies. Interest rate risk Depending on the type of advance under the available facilities, interest on such borrowings will be charged based on either i) Canada or US prime rate; or ii) Banker’s Acceptance (BA); or iii) US dollar London Interbank Offer Rate (LIBOR); or iv) the Secured Overnight Financing Rate (SOFR). We are exposed to interest rate fluctuations to the extent that we borrow on our credit facility. Credit risk We are exposed to credit risk through our invested cash and accounts receivable. We hold our cash with reputable financial institutions. The lack of concentration of accounts receivable from a single customer and the dispersion of customers among industries and geographical locations mitigate our credit risk. We do not use any type of speculative financial instruments, including but not limited to foreign exchange contracts, futures, swaps and option agreements, to manage our foreign exchange or interest rate risks. In addition, we do not hold or issue financial instruments for trading purposes. Equity risk We are exposed to equity risk through certain share-based compensation expenses that are fair valued at the balance sheet date. 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 Company does not hold derivatives for speculative purposes. Provision for Credit Losses We are exposed to credit losses primarily through our trade accounts receivable and contract assets. The provision for credit losses is determined utilizing a model of historical losses data. In estimating the provision for credit losses, we considered the age of the receivable, our historical write-offs and the historical creditworthiness of the customer, among other factors. Should any of these factors change, the estimates made by us will also change accordingly, which could affect the level of our future provisions. Inventory Finished goods inventories are stated at the lower of cost and net realizable value. The cost of finished goods is determined on the basis of average cost of units. The valuation of inventory, including the determination of obsolete or excess inventory, requires management to estimate the future demand for our products within specified time horizons. We perform an assessment of inventory which includes a review of, among other factors, demand requirements, product life cycle and development plans, product pricing and quality issues. If the demand for our products indicates we are no longer able to sell inventories above cost or at all, we write down inventory to market or excess inventory is written off. Impairment of long-lived assets We test long-lived assets or asset groups, such as property and equipment and finite life intangible assets, for recoverability when events or changes in circumstances indicate that there may be impairment. Circumstances which could trigger a review include, but are not limited to: significant adverse changes in the business climate or legal factors; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset or asset group; and a current expectation that the asset or asset group will more likely than not be sold or disposed of before the end of its estimated useful life. An impairment loss is recognized when the estimate of undiscounted future cash flows generated by such asset or asset group is less than the carrying amount. Measurement of the impairment loss is based on the present value of the expected future cash flows. No impairment of long-lived assets has been identified or recorded in our consolidated statements of operations for any of the fiscal years presented. Goodwill and intangible assets Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill is not subject to amortization. We test for impairment of goodwill at least annually on October 31 st Intangible assets related to our acquisitions are recorded at their fair value at the acquisition date. Intangible assets include customer agreements and relationships, non-compete covenants, existing technologies and trade names. Intangible assets are amortized on a straight-line basis over their estimated useful lives. We write down intangible asset or asset groups with a finite life to fair value when the related undiscounted cash flows are not expected to allow for recovery of the carrying value. Fair value of intangible asset or asset groups is determined by discounting the expected related future cash flows. Amortization of our intangible assets is generally recorded at the following rates: Customer agreements and relationships Straight-line over two Existing technologies Straight-line over four Trade names Straight-line over three Non-compete covenants Straight-line over two Property and equipment Property and equipment is recorded at cost. Effective February 1, 2020, we changed our accounting method for property & equipment from the declining balance method of depreciation to the straight-line method of depreciation to better reflect the consumption of the assets’ economic benefits. Our change in the method of depreciation is considered a change in accounting estimate effected by a change in accounting principle and has been applied prospectively. The change in the method of depreciation did not have a material impact on our results of operations. Depreciation of our property and equipment is generally recorded at the following rates: Computer equipment and software Straight-line over 1 to 13 years Furniture and fixtures Straight-line over 3 to 14 years Leasehold improvements Straight-line over lesser of useful life or term of lease Equipment installed with customers Straight-line over 3 years Fully depreciated property and equipment are removed from the balance sheet when they are no longer in use. Leases At the inception of a contract we assess whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. We have building lease agreements with lease and non-lease components, which are accounted for separately. For computer equipment and vehicle leases, we have elected to account for the lease and non-lease components as a single lease component. We recognize a right-of-use (“ROU”) asset and a lease liability at the lease commencement date. The ROU asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and less any lease incentives received. The assets are depreciated to the earlier of the end of the useful life of the ROU asset or the lease term using the straight-line method as this most closely reflects the expected pattern of consumption of the future economic benefits. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option. The lease liability is initially measured at the present value of the future lease payments at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured, a corresponding adjustment is made to the carrying amount of the ROU asset, or is recorded in profit or loss if the carrying amount of the ROU asset has been reduced to zero. We have elected to apply the practical expedient not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The lease payments associated with these leases are recognized as an expense on a straight-line basis over the lease term. Revenue recognition Revenue is recognized upon transfer of control of promised goods or services to customers in an amount that reflects the consideration we expect to receive in exchange for those goods or services. We enter into contracts that can include the delivery of various combinations of goods and/or services, which are generally capable of being distinct within the context of the contract and accounted for as separate performance obligations. A product or service is distinct if the customer can benefit from it on its own or together with other readily available resources and the promise to transfer the good or service is separately identifiable from other promises in the contractual arrangement with the customer. Non-distinct goods and services are combined with other goods or services until they are distinct as a bundle and therefore form a single performance obligation. The accounting for a contract with a customer that contains multiple performance obligations requires an allocation of the transaction price to each distinct performance obligation based on the determination of the SSP. SSP for each distinct performance obligation in a customer contract is an estimate of the price that would be charged for the specific good or service if it was sold separately in similar circumstances and to similar customers. This estimate determines the amount of revenue recognized for each performance obligation in a customer contract. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. In addition to these general policies, the specific revenue recognition policies for each major category of revenue are included below. License Revenues for distinct licenses for on-premise or hosted software are derived from perpetual licenses granted to our customers for the right to use our software products. License revenues are billed on the effective date of a contract and revenue is recognized at the point in time when the customer is provided control of the respective software. Services Services, which allow customers to access hosted software over a contract term without taking possession of the software, is provided on a subscription and/or transactional fee basis. Revenues from hosted software subscriptions and maintenance are typically billed annually in advance and revenue is recognized on a ratable basis over the contract term beginning on the date that our service is made available to the customer. Transaction fees are typically billed and recognized as revenue on a monthly basis based on the customer usage for that period. Professional Services & Other Professional services are comprised of consulting, implementation and training services related to our services and products. These services are generally considered to be separate performance obligations as they provide incremental benefit to customers beyond providing access to the software. Professional services are typically billed on a time and materials basis and revenue is recognized over time as the services are performed. For professional services contracts billed on a fixed price basis, revenue is recognized over time based on the proportion of services performed. Revenue related to customer reimbursement of travel related expenses is recognized on a gross basis as incurred. Other revenues include hardware revenue and is generally billed, and revenue is recognized, when control of the product has transferred under the terms of an enforceable contract. Our contracts with customers often include promises to transfer multiple goods and services to a customer. Determining whether goods and services are considered distinct performance obligations that should be accounted for separately versus together may require judgment. Judgment is also needed in assessing the ability to collect the corresponding receivables. Significant assumptions and judgment are required to determine the SSP for each distinct performance obligation, which is needed to determine whether there is a discount that needs to be allocated based on the relative SSP of the various goods and services. When estimating the SSP, we make certain significant assumptions including the basis for stratification of the underlying population of customer contracts based on pricing practices for different goods or services, as appropriate. In order to determine the SSP of its promised goods or services, we conduct a regular analysis to determine whether various goods or services have an observable standalone selling price. If the Company does not have an observable SSP for a particular good or service, then SSP for that particular good or service is estimated using reasonably available information and maximizing observable inputs with approaches including historical pricing, cost plus a margin, and the residual approach. Costs to obtain a contract with a customer We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the costs to be recoverable. We have determined that certain sales incentive programs meet the requirements to be capitalized. These capitalized costs are amortized consistent with the pattern of transfer to the customer for the goods and services to which the asset relates, including specifically identifiable contract renewals. The period of benefit including renewals is determined to be generally between four Contract assets and liabilities The payment terms and conditions in our customer contracts may vary from the timing of revenue recognition. In some cases, customers pay in advance of delivery of products or services; in other cases, payment is due as services are performed or in arrears following delivery. Timing differences between revenue recognition and invoicing result in unbilled receivables, contract assets, or deferred revenue. Receivables are accrued when revenue is recognized prior to invoicing but the right to payment is unconditional (i.e., only the passage of time is required). This occurs most commonly when software term licenses recognized at a point in time are paid for periodically over the license term. Contract assets result when amounts allocated to distinct performance obligations are recognized as revenue and control of a product or service is transferred to the customer, but invoicing is contingent on performance of other performance obligations or on completion of contractual milestones and is presented as other receivables. Contract assets are transferred to receivables when the rights become unconditional, typically upon invoicing of the related performance obligations in the contract or upon achieving the requisite project milestone. Contract liabilities primarily relate to the advance consideration received from customers and is presented as deferred revenue. Deferred revenue results from customer payments in advance of our satisfaction of the associated performance obligation(s) and relates primarily to prepaid maintenance or other recurring services. Deferred revenues are relieved as revenue is recognized. Contract assets and deferred revenues are reported on a contract-by-contract basis at the end of each reporting period. Research and development costs To date, we have not capitalized any costs related to research and development of our computer software products. Costs incurred between the dates that the product is considered to be technologically feasible and is considered to be ready for general release to customers have historically been expensed as they have not been significant. Stock-based compensation plans Stock Options We maintain stock option plans for non-employee directors, officers, employees and other service providers. Options to purchase our common shares are granted at an exercise price equal to the fair market value of our common shares as of the date of grant. This fair market value is determined using the closing price of our common shares on the TSX on the day immediately preceding the date of the grant. Employee stock options generally vest over a five-year period starting from the grant date and expire seven years from the grant date. Non-employee directors’ and officers’ stock options generally have quarterly vesting over a three The fair value of employee stock option grants that are ultimately expected to vest are amortized to expense in our consolidated statement of operations based on the straight-line attribution method. The fair value of stock option grants is calculated using the Black-Scholes Merton option-pricing model. Expected volatility is based on historical volatility of our common stock and other factors. The risk-free interest rates are based on Government of Canada average bond yields for a period consistent with the expected life of the option in effect at the time of the grant. The expected option life is based on the historical life of our granted options and other factors. Performance & Restricted Share Units We maintain a performance and restricted share unit plan pursuant to which certain of our officers are eligible to receive grants of performance share units (“PSUs”) and restricted share units (“RSUs”). PSUs vest at the end of a three-year performance period. The ultimate number of PSUs that vest is based on the total shareholder return (“TSR”) of our Company relative to the TSR of companies comprising a peer index group. TSR is calculated based on the weighted-average closing price of shares for the five trading days preceding the beginning and end of the performance period. The fair value of PSUs is expensed to stock-based compensation expense over the vesting period. PSUs expire ten years from the grant date. New shares are issued from treasury upon the redemption of a PSU. PSUs are measured at fair value estimated using a Monte Carlo Simulation approach. Expected volatility is based on historical volatility of our common stock and other factors. The risk-free interest rates are based on the Government of Canada average bond yields for a period consistent with the expected life of the PSUs at the time of the grant. RSUs vest annually over a three-year period starting from the grant date and expire ten years from the grant date. We issue new shares from treasury upon the redemption of an RSU. RSUs are measured at fair value based on the closing price of our common shares for the day preceding the date of the grant and will be expensed to stock-based compensation expense over the vesting period. Deferred Share Unit Plan Our board of directors adopted a deferred share unit plan effective as of June 28, 2004, pursuant to which non-employee directors are eligible to receive grants of deferred share units (“DSUs”), each of which has an initial value equal to the weighted-average closing price of our common shares for the five trading days preceding the grant date. The plan allows each director to choose to receive, in the form of DSUs, all, none or a percentage of the eligible director’s fees which would otherwise be payable in cash. If a director has invested less than the minimum amount of equity in Descartes, as prescribed from time to time by the board of directors, then the director must take at least 50% of the base annual fee for serving as a director in the form of DSUs. Each DSU fully vests upon award but is distributed only when the director ceases to be a member of the board of directors. Vested units are settled in cash based on our common share price when conversion takes place. Fair value of the liability is based on the closing price of our common shares at the balance sheet date. Cash-Settled Restricted Share Unit Plan Our board of directors adopted a cash-settled restricted share unit plan effective as of May 23, 2007, pursuant to which certain of our employees and non-employee directors are eligible to receive grants of cash-settled restricted share units (“CRSUs”), each of which has an initial value equal to the weighted-average closing price of our common shares for the five trading days preceding the date of the grant. The CRSUs generally vest based on continued employment and have annual vesting over three st Business combinations We apply the provisions of ASC Topic 805, “Business Combinations” (Topic 805), in the accounting for our acquisitions. It requires us to recognize separately from goodwill, the assets acquired and the liabilities assumed at their acquisition date fair values including certain identifiable intangible assets (other than goodwill). Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. The determination of the acquisition date fair value of the intangible assets acquired requires us to make estimates and assumptions regarding projected revenues, earnings before interest, taxes, depreciation and amortization, technology migration rates, customer attrition rates and discount rates. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments would be recorded to our consolidated statement of operations. Costs to exit or restructure certain activities of an acquired company or our internal operations are accounted for as termination and exit costs pursuant to ASC Topic 420, “Exit or Disposal Cost Obligations” (Topic 420) and are accounted for separately from the business combination. For a given acquisition, we generally identify certain pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as a part of the purchase price allocation and, if so, to determine the estimated amounts. If we determine that a pre-acquisition contingency (non-income tax related) is probable in nature and estimable as of the acquisition date, we record our best estimate for such a contingency as a part of the preliminary purchase price allocation. We often continue to gather information and evaluate our pre-acquisition contingencies throughout the measurement period and if we make changes to the amounts recorded or if we identify additional pre-acquisition contingencies during the measurement period, such amounts will be included in the purchase price allocation during the measurement period and, subsequent to the measurement period, in our results of operations. Uncertain tax positions and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. We review these items during the measurement period as we continue to actively seek and collect information relating to facts and circumstances that existed at the acquisition date. Changes to these uncertain tax positions and tax related valuation allowances made subsequent to the measurement period, or if they relate to facts and circumstances that did not exist at the acquisition date, are recorded in our provision for income taxes in our consolidated statement of operations. Income taxes We use the liability method of income tax allocation to account for income taxes. Deferred tax assets and liabilities arise from temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements that will result in taxable or deductible amounts in future years. These temporary differences are measured using enacted tax rates. A valuation allowance is recorded to reduce deferred tax assets to the extent that we consider it is more likely than not that a deferred tax asset will not be realized. In determining the valuation allowance, we consider factors such as the reversal of deferred income tax liabilities, projected taxable income, our history of losses for tax purposes, and the character of income tax assets and tax planning strategies. A change to these factors could impact the estimated valuation allowance and income tax expense. We evaluate our uncertain tax positions by using a two-step approach to recognize and measure uncertain tax positions and provisions for income taxes. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, based solely on the technical merits, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the appropriate amount of the benefit to recognize. The amount of benefit to recognize is measured as the maximum amount which is more likely than not to be realized. The tax position is derecognized when it is no longer more likely than not that the position will be sustained on audit. We continually assess the likelihood and amount of potential adjustments and adjust the income tax provisions, income taxes payable and deferred income taxes in the period in which the facts that give rise to a revision become known. Earnings per share Basic earnings per share is calculated by dividing net income by the weighted average number of c |
Acquisitions
Acquisitions | 12 Months Ended |
Jan. 31, 2022 | |
Notes to Financial Statements | |
Acquisitions | Note 3 – Acquisitions Fiscal 2022 Acquisitions On February 26, 2021, Descartes acquired all of the shares of VitaDex Solutions, LLC, doing business as QuestaWeb (“QuestaWeb”), a US-based provider of foreign trade zone and customs compliance solutions.The purchase price for the acquisition was approximately $35.9 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 $0.5 million at the date of acquisition. Our acquisition date estimate of contractual cash flows not expected to be collected was $0.1 million. The purchase price was finalized in the three month period ended January 31, 2022 with no adjustments. On May 7, 2021, Descartes acquired all of the shares of Portrix Logistics Software GmbH (“Portrix”), a provider of multimodal rate management solutions for logistics services providers. The purchase price for the acquisition was approximately $25.2 million (EUR 20.7 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 completion of the initial purchase price allocation is pending the finalization of the fair value for trade receivables, accrued liability balances as well as potential unrecorded liabilities. We expect to finalize the purchase price allocation on or before May 7, 2022. On July 8, 2021, Descartes acquired all of the shares of GreenMile, LLC (“GreenMile”), a provider of cloud-based mobile route execution solutions for food, beverage, and broader distribution verticals. The purchase price for the acquisition was approximately $29.2 million, net of cash acquired, which was funded from cash on hand. Additional contingent consideration of up to $10.0 million in cash is payable if certain revenue performance targets are met by GreenMile in the two years following the acquisition. The fair value of the contingent consideration was valued at $3.3 million at the acquisition date. The gross contractual amount of trade receivables acquired was $1.1 million with a fair value of $1.0 million at the date of acquisition. Our acquisition date estimate of contractual cash flows not expected to be collected was $0.1 million. The completion of the initial purchase price allocation is pending the finalization of the fair value for trade receivables, accrued liability balances as well as potential unrecorded liabilities. We expect to finalize the purchase price allocation on or before July 8, 2022. For the businesses acquired during fiscal 2022, we incurred acquisition-related costs of $0.9 million for the year ended January 31, 2022, respectively. The acquisition-related costs were primarily for advisory services and are included in other charges in our consolidated statements of operations. For the year ended January 31, 2022, we have recognized aggregate revenues of $12.0 million, respectively, and a net loss of $1.3 million from QuestaWeb, Portrix and GreenMile since the date of acquisition in our consolidated statements of operations. The final purchase price allocation for QuestaWeb and the preliminary purchase price allocations for Portrix and GreenMile, which have not been finalized, are as follows: QuestaWeb Portrix Green Mile Total Purchase price consideration: Cash, less cash acquired related to QuestaWeb ($2,097), Portrix ($200) and GreenMile ($1,552) 35,860 25,188 29,230 90,278 Contingent consideration — — 3,339 3,339 Net working capital adjustments payable / (receivable) 17 (54) (308) (345) 35,877 25,134 32,261 93,272 Allocated to: Current assets, excluding cash acquired 714 810 2,186 3,710 Property and equipment 78 — 89 167 Right-of-use assets 123 374 — 497 Other long-term assets — — 242 242 Current liabilities (170) (871) (1,498) (2,539) Deferred revenue (736) (499) (909) (2,144) Lease obligations (123) (374) — (497) Deferred income tax liability — (5,185) (752) (5,937) Long-term income taxes payable — — (365) (365) Debt — (1,062) — (1,062) Net tangible assets (liabilities) assumed (114) (6,807) (1,007) (7,928) Finite life intangible assets acquired: Customer agreements and relationships 4,800 4,014 5,700 14,514 Existing technology 8,900 12,286 14,000 35,186 Trade names 100 122 100 322 Non-compete covenants 500 487 500 1,487 Goodwill 21,691 15,032 12,968 49,691 35,877 25,134 32,261 93,272 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 represent 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 allocations, 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: QuestaWeb Portrix GreenMile Customer agreements and relationships 13 years 13 years 13 years Existing technology 6 years 6 years 6 years Trade names 3 years 3 years 3 years Non-compete covenants 5 years 2 years 5 years The goodwill on the QuestaWeb, Portrix and GreenMile acquisitions arose as a result of the combined strategic value to our growth plan. The goodwill arising from the QuestaWeb and GreenMile acquisition is deductible for tax purposes. The goodwill arising from the Portrix acquisition is not deductible for tax purposes. Fiscal 2021 Acquisitions On February 21, 2020, Descartes acquired all of the shares of Peoplevox Limited (“Peoplevox”), a UK-based provider of cloud-based ecommerce warehouse management solutions. The purchase price for the acquisition was approximately $24.1 million, net of cash acquired, which was funded from a combination of cash on hand and drawing on Descartes’ existing credit facility. The gross contractual amount of trade receivables acquired was $0.4 million with a fair value of $0.4 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, 2021 with no adjustments. On June 10, 2020 Descartes acquired all of the shares of Cracking Logistics Limited (“Kontainers”), a UK-based provider of client-facing digital freight execution platforms. The purchase price for the acquisition was approximately $5.2 million, net of cash acquired, which was funded from cash on hand. Additional contingent consideration of up to $6.0 million in cash is payable if certain revenue performance targets are met by Kontainers in the two years following the acquisition. The fair value of the contingent consideration was valued at $1.4 million at the acquisition date. The gross contractual amount of trade receivables acquired was $0.2 million with a fair value of $0.2 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, 2021 with no adjustments. On November 6, 2020, Descartes acquired all of the shares of ShipTrack Inc. (“ShipTrack”), a provider of cloud-based mobile resource management and shipment tracking solutions. The purchase price for the acquisition was approximately $19.0 million, net of cash acquired, which was funded from cash on hand. Additional contingent consideration of up to CAD 25.0 million in cash is payable if certain revenue performance targets are met by ShipTrack in the two years following the acquisition. The fair value of the contingent consideration was valued at $2.8 million at the acquisition date. The gross contractual amount of trade receivables acquired was $1.7 million with a fair value of $1.7 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 October 31, 2021 with no adjustments. The final purchase price allocations for businesses we acquired during 2021 are as follows: Peoplevox Kontainers ShipTrack Total Purchase price consideration: Cash, less cash acquired related to Peoplevox ($1,634), Kontainers (overdraft of $13) and ShipTrack ($529) 24,137 5,237 19,029 48,403 Consideration payable — 100 — 100 Contingent consideration — 1,414 2,825 4,239 Net working capital adjustments (receivable) / payable (42) (87) 64 (65) 24,095 6,664 21,918 52,677 Allocated to: Current assets, excluding cash acquired 485 469 1,853 2,807 Right-of-use assets — — 151 151 Current liabilities (776) (1,074) (693) (2,543) Deferred revenue (748) (102) (204) (1,054) Lease obligations — — (151) (151) Deferred income tax liability (1,615) — (4,012) (5,627) Debt — — (728) (728) Net tangible assets (liabilities) assumed (2,654) (707) (3,784) (7,145) Finite life intangible assets acquired: Customer agreements and relationships 3,631 800 3,905 8,336 Existing technology 7,651 3,000 11,102 21,753 Trade names — 30 77 107 Non-compete covenants 285 80 291 656 Goodwill 15,182 3,461 10,327 28,970 24,095 6,664 21,918 52,677 The acquired intangible assets are being amortized over their estimated useful lives as follows: Peoplevox Kontainers ShipTrack Customer agreements and relationships 10 years 12 years 13 years Existing technology 6 years 5 years 6 years Trade names N/A 3 years 3 years Non-compete covenants 5 years 5 years 5 years The goodwill on the Peoplevox, Kontainers and ShipTrack acquisitions arose as a result of the combined strategic value to our growth plan. The goodwill arising from the Peoplevox, Kontainers and ShipTrack acquisitions are not deductible for tax purposes. Fiscal 2020 Acquisitions On February 12, 2019, Descartes acquired substantially all of the assets of the businesses run by the Management Systems Resources Inc. group of companies (collectively, “Visual Compliance”), a provider of software solutions and services to automate customs, trade and fiscal compliance processes including denied and restricted party screening processes and export licensing. The purchase price for the acquisition was approximately $248.9 million, net of cash acquired, which was funded from a combination of drawing on Descartes’ existing credit facility and issuing to the sellers 0.3 million Descartes common shares from treasury. The gross contractual amount of trade receivables acquired was $6.4 million with a fair value of $5.2 million at the date of acquisition. Our acquisition date estimate of contractual cash flows not expected to be collected was $1.2 million. The purchase price was finalized in the three month period ended January 31, 2020 with no adjustments. On May 10, 2019, Descartes acquired all the shares of Core Transport Technologies NZ Limited (“CORE”), an electronic transportation network that provides global air carriers and ground handlers with shipment scanning and tracking solutions. The purchase price for the acquisition was approximately $21.8 million, net of cash acquired, which was funded from drawing on Descartes’ existing credit facility. Additional contingent consideration of up to $9.0 million in cash is payable if certain revenue performance targets are met by CORE in the two years following the acquisition. The fair value of the contingent consideration was valued at $1.5 million at the acquisition date. The gross contractual amount of trade receivables acquired was $0.4 million with a fair value of $0.4 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, 2020 with no adjustments. On June 27, 2019, Descartes acquired all the shares of Tegmento AG and Contentis AG (collectively, “STEPcom”), a business-to-business supply chain integration network based in Switzerland. The purchase price for the acquisition was approximately $18.6 million, net of cash acquired, which was funded from drawing on Descartes’ existing credit facility. The gross contractual amount of trade receivables acquired was $0.9 million with a fair value of $0.8 million at the date of acquisition. Our acquisition date estimate of contractual cash flows not expected to be collected was $0.1 million. The purchase price was finalized in the three month period ended July 31, 2020 with no adjustments. On August 20, 2019, Descartes acquired BestTransport.com, Inc. (“BestTransport”), a cloud-based transportation management system provider focused on flatbed-intensive manufacturers and distributors. The purchase price for the acquisition was approximately $11.7 million, net of cash acquired, which was funded from drawing on Descartes’ existing credit facility. 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 purchase price was finalized in the three month period ended July 31, 2020 with no adjustments. The final purchase price allocations for businesses we acquired during 2020 are as follows: Visual STEP- Best- Compliance CORE com Transport Total Purchase price consideration: Cash, less cash acquired related to Visual Compliance ($170), CORE ($213), STEPcom ($2,700) and BestTransport ($507) 239,863 21,833 18,639 11,718 292,053 Common shares issued 9,045 — — — 9,045 Contingent consideration — 1,450 — — 1,450 Net working capital adjustments payable / (receivable) 1,147 62 250 — 1,459 250,055 23,345 18,889 11,718 304,007 Allocated to: Current assets, excluding cash acquired 6,403 689 1,470 815 9,377 Property and equipment 30 2,048 257 35 2,370 Deferred income tax asset 30,924 — — — 30,924 Right-of-use assets 1,188 68 232 194 1,682 Current liabilities (840) (352) (874) (284) (2,350) Deferred revenue (10,267) (278) (813) (9) (11,367) Lease obligations (1,188) (68) (232) (194) (1,682) Deferred income tax liability (282) (3,332) (2,316) (1,352) (7,282) Net tangible assets (liabilities) assumed 25,968 (1,225) (2,276) (795) 21,672 Finite life intangible assets acquired: Customer agreements and relationships 32,186 4,600 10,839 3,000 50,625 Existing technology 69,422 6,800 — 3,800 80,022 Trade names 528 200 102 50 880 Non-compete covenants 3,166 300 205 150 3,821 Goodwill 118,785 12,670 10,019 5,513 146,987 250,055 23,345 18,889 11,718 304,007 The acquired intangible assets are being amortized over their estimated useful lives as follows: Visual Best Compliance CORE STEPcom Transport Customer agreements and relationships 14 years 13 years 9 years 12 years Existing technology 7 years 6 years N/A 6 years Trade names 5 years 8 years 3 years 3 years Non-compete covenants 5 years 5 years 3 years 2 years The goodwill on the Visual Compliance, CORE, STEPcom and BestTransport acquisitions arose as a result of the combined strategic value to our growth plan. The goodwill arising from the CORE, STEPcom and BestTransport acquisitions is not deductible for tax purposes. The goodwill from the Visual Compliance acquisition is deductible for tax purposes. 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 GreenMile, Portrix, QuestaWeb, ShipTrack, Kontainers, Peoplevox, BestTransport, STEPcom, CORE and Visual Compliance as of February 1, 2019. 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 GreenMile, Portrix, QuestaWeb, ShipTrack, Kontainers, Peoplevox, BestTransport, STEPcom, CORE and Visual Compliance occurred at February 1, 2019, or to project our results of operations for any future period. Year Ended January 31, January 31, January 31, 2022 2021 2020 Revenues 429,531 369,271 354,484 Net income 85,549 48,788 30,933 Earnings per share Basic 1.01 0.58 0.38 Diluted 0.99 0.57 0.37 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jan. 31, 2022 | |
Notes to Financial Statements | |
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 January 31, 2022: Level 1 Level 2 Level 3 Total Assets: Equity derivative contracts — 10,863 — 10,863 Liabilities: Contingent consideration — — 12,990 12,990 The following table shows the Company’s financial instruments measured at fair value on a recurring basis as of January 31, 2021: Level 1 Level 2 Level 3 Total Assets: Equity derivative contracts — 8,001 — 8,001 Liabilities: Contingent consideration — — 4,671 4,671 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 January 31, 2022, we had equity derivatives for 252,011 Descartes common shares with a weighted average price of $29.55. 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 consolidated financial statements. For the years ended January 31, 2022, 2021 and 2020, we recognized an expense (recovery) in general and administrative expenses of ($2.9) million, ($3.4) million and ($4.0) million, respectively. The following table presents the changes in the fair value measurements in Level 3 of the fair value hierarchy: Level 3 Balance at January 31, 2020 1,924 Increase from acquisitions 4,239 Cash payments (95) Charges through profit or loss (1,731) Effect of movements in foreign exchange 334 Balance at January 31, 2021 4,671 Increase from acquisitions 3,339 Charges through profit or loss 5,070 Effect of movements in foreign exchange (90) Balance at January 31, 2022 12,990 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 |
Trade Accounts Receivable
Trade Accounts Receivable | 12 Months Ended |
Jan. 31, 2022 | |
Trade Accounts Receivable | Note 5 – Trade Accounts Receivable January 31, January 31, 2022 2021 Trade accounts receivable 43,565 39,536 Less: Provision for credit losses (1,860) (2,330) 41,705 37,206 Included in accounts receivable are unbilled receivables in the amount of $0.5 million as at January 31, 2022 ($0.3 million as at January 31, 2021). No single customer accounted for more than 10% of the accounts receivable balance as of January 31, 2022 and 2021. The following table presents the changes in the provision for credit losses as follows: Provision for Credit Losses Balance at January 31, 2020 2,003 Current period provision for expected losses 1,681 Write-offs charged against the provision (1,418) Effect of movements in foreign exchange 64 Balance at January 31, 2021 2,330 Current period provision for expected losses 1,007 Write-offs charged against the provision (1,456) Effect of movements in foreign exchange (21) Balance at January 31, 2022 1,860 |
Other Receivables
Other Receivables | 12 Months Ended |
Jan. 31, 2022 | |
Notes to Financial Statements | |
Other Receivables | Note 6 – Other Receivables January 31, January 31, 2022 2021 Net working capital adjustments receivable from acquisitions 309 237 Other receivables 13,766 14,593 14,075 14,830 Other receivables include receivables related to sales and use taxes, income taxes, non-trade receivables and contract assets. At January 31, 2022, $0.3 million ($0.2 million as at January 31, 2021) of the net working capital adjustments receivable from acquisitions is recoverable from amounts held in escrow related to the respective acquisitions. |
Inventory
Inventory | 12 Months Ended |
Jan. 31, 2022 | |
Notes to Financial Statements | |
Inventory | Note 7 – Inventory At January 31, 2022 and January 31, 2021, 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 years ended January 31, 2022, 2021 and 2020, a nominal provision for excess or obsolete inventories has been recorded in cost of revenues. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jan. 31, 2022 | |
Notes to Financial Statements | |
Property and Equipment | Note 8 – Property and Equipment January 31, January 31, 2022 2021 Cost Computer equipment and software 40,937 37,469 Furniture and fixtures 1,553 1,494 Leasehold improvements 822 807 Equipment installed with customers 1,635 1,654 Assets under construction 524 998 45,471 42,422 Accumulated depreciation Computer equipment and software 31,660 28,123 Furniture and fixtures 1,257 1,081 Leasehold improvements 531 401 Equipment installed with customers 1,206 728 34,654 30,333 Net 10,817 12,089 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Jan. 31, 2022 | |
Notes to Financial Statements | |
Intangible Assets | Note 9 - Intangible Assets January 31, January 31, 2022 2021 Cost Customer agreements and relationships 251,402 240,479 Existing technology 326,411 295,161 Trade names 9,038 8,844 Non-compete covenants 12,306 10,939 599,157 555,423 Accumulated amortization Customer agreements and relationships 135,380 119,361 Existing technology 218,953 183,539 Trade names 6,677 5,996 Non-compete covenants 8,538 6,535 369,548 315,431 Net 229,609 239,992 Intangible assets related to our acquisitions are recorded at their fair value at the acquisition date. The change in intangible assets during the year ended January 31, 2022 is primarily due to the acquisitions of QuestaWeb, Portrix and GreenMile, 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 $229.6 million over the following periods: $53.4 million for 2023, $41.2 million for 2024, $38.4 million for 2025, $34.1 million for 2026, $19.3 million for 2027 and $43.2 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 | 12 Months Ended |
Jan. 31, 2022 | |
Notes to Financial Statements | |
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, 2020: January 31, January 31, 2022 2021 Balance at beginning of period 565,177 523,690 Acquisition of Peoplevox — 15,182 Acquisition of Kontainers — 3,461 Acquisition of ShipTrack — 10,327 Acquisition of QuestaWeb 21,691 — Acquisition of Portrix 15,032 — Acquisition of GreenMile 12,968 — Adjustments on account of foreign exchange (6,107) 12,517 Balance at end of period 608,761 565,177 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Jan. 31, 2022 | |
Notes to Financial Statements | |
Accrued Liabilities | Note 11 - Accrued Liabilities January 31, January 31, 2022 2021 Accrued compensation and benefits 32,169 24,643 Accrued professional fees 1,318 1,188 Other accrued liabilities 22,955 13,048 56,442 38,879 Other accrued liabilities include accrued expenses related to third party resellers and royalties, suppliers, accrued restructuring charges and accrued contingent acquisition purchase consideration. |
Long-term Debt
Long-term Debt | 12 Months Ended |
Jan. 31, 2022 | |
Notes to Financial Statements | |
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. With the approval of the lenders, the credit facility can be expanded to a total of $500.0 million. The credit facility has a five-year maturity with no fixed repayment dates prior to the end of the five-year term ending January 2024. 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, Bankers’ Acceptance (BA), US dollar London Interbank Offered Rate (LIBOR) 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 agreement. 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 January 31, 2022 and the balance of $350.0 million is available for use. We were in compliance with the covenants of the credit facility as of January 31, 2022. As at January 31, 2022, we had outstanding letters of credit of approximately $0.2 million ($0.2 million as at January 31, 2021), which were not related to our credit facility. |
Leases
Leases | 12 Months Ended |
Jan. 31, 2022 | |
Notes to Financial Statements | |
Leases | Note 13 – Leases We have operating leases for buildings, vehicles and computer equipment. Our leases have remaining terms of up to 7 years, some of which include options to extend the leases for up to 5 years. The components of operating lease expense were as follows: Year Ended January 31, January 31, January 31, 2022 2021 2020 Operating lease cost 4,466 4,590 4,902 Short-term lease cost 432 502 866 Total operating lease cost 4,898 5,092 5,768 Supplemental cash flow information related to operating leases was as follows: Year Ended January 31, January 31, January 31, 2022 2021 2020 Operating cash outflows from operating leases included in measurement of lease liabilities 4,857 4,831 4,150 New ROU assets obtained in exchange for lease obligations 2,548 2,337 6,439 Supplemental information related to operating leases was as follows: January 31, January 31, 2022 2021 Weighted average remaining lease term (years) 3.3 3.8 Weighted average discount rate (%) 2.1 2.5 Maturities of operating lease liabilities were as follows as of January 31, 2022: Years Ended January 31, Operating Leases 2023 4,349 2024 3,526 2025 2,429 2026 1,131 2027 322 2028 and thereafter 186 Total lease payments 11,943 Less: imputed interest (532) Total lease obligations 11,411 Current 4,029 Long-term 7,382 |
Commitments, Contingencies and
Commitments, Contingencies and Guarantees | 12 Months Ended |
Jan. 31, 2022 | |
Notes to Financial Statements | |
Commitments, Contingencies and Guarantees | Note 14 - Commitments, Contingencies and Guarantees Commitments As described in Note 2 to these consolidated financial statements, 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 nil and $1.0 million, respectively, at January 31, 2022. 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 January 31, 2022, we had equity derivatives for 252,011 Descartes common shares and a DSU liability for 252,011 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 consolidated financial statements. Business combination agreements In respect of our acquisitions of Kontainers, ShipTrack and GreenMile, up to $35.6 million in cash may become payable if certain revenue performance targets are met in the two years following the acquisition. A balance of $13.0 million is accrued related to the fair value of this contingent consideration as at January 31, 2022. 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 consolidated financial statements for the guarantees or indemnities described above. |
Share Capital
Share Capital | 12 Months Ended |
Jan. 31, 2022 | |
Notes to Financial Statements | |
Share Capital | Note 15 – Share Capital On July 16, 2020, we filed a final short-form base shelf prospectus (the “2020 Base Shelf Prospectus”), allowing us to offer and issue the following securities: (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. The aggregate initial offering price of securities that may be sold by us (or certain of our current or future shareholders) pursuant to the 2020 Base Shelf Prospectus during the 25-month period that the 2020 Base Shelf Prospectus, including any amendments thereto, remains valid is limited to an aggregate of $1 billion. No securities have yet been sold pursuant to the 2020 Base Shelf Prospectus. The following table sets forth the common shares outstanding (number of shares in thousands): January 31, January 31, January 31, (thousands of shares) 2022 2021 2020 Balance, beginning of year 84,494 84,156 76,865 Shares issued: Stock options and share units exercised 262 338 95 Issuance of common shares — — 6,900 Acquisitions (Note 3) — — 296 Balance, end of year 84,756 84,494 84,156 Cash flows provided from stock options and share units exercised during 2022, 2021 and 2020 were approximately $2.7 million, $6.2 million and $1.5 million, respectively. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Jan. 31, 2022 | |
Notes to Financial Statements | |
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): Year Ended January 31, January 31, January 31, 2022 2021 2020 Net income for purposes of calculating basic and diluted earnings per share 86,282 52,100 36,997 Weighted average shares outstanding 84,591 84,360 81,659 Dilutive effect of employee stock options 482 358 318 Dilutive effect of restricted and performance share units 1,127 1,038 890 Weighted average common and common equivalent shares outstanding 86,200 85,756 82,867 Earnings per share Basic 1.02 0.62 0.45 Diluted 1.00 0.61 0.45 For the years ended January 31, 2022, 2021 and 2020, the application of the treasury stock method excluded 267,236, 1,750 and 350,464 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 years ended January 31, 2022, 2021 and 2020, 1,000, 71,161 and 5,909 stock 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. Additionally, for the years ended January 31, 2022, 2021 and 2020, the application of the treasury stock method excluded PSUs and RSUs of nil, 43,002 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 | 12 Months Ended |
Jan. 31, 2022 | |
Notes to Financial Statements | |
Stock-Based Compensation Plans | Note 17 – Stock-Based Compensation Plans Total estimated stock-based compensation expense recognized in our consolidated statement of operations was as follows: Year Ended January 31, January 31, January 31, 2022 2021 2020 Cost of revenues 732 319 220 Sales and marketing 3,060 896 706 Research and development 1,419 404 281 General and administrative 5,806 4,694 3,702 Effect on net income 11,017 6,313 4,909 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 $0.7 million ($0.7 million at January 31, 2021) recognized in the United States. The tax benefit realized in connection with stock options exercised during 2022, 2021 and 2020 was $0.1 million, nominal and $0.1 million, respectively. Stock Options As of January 31, 2022, we had 1,319,279 stock options granted and outstanding under our shareholder-approved stock option plan and 3,041,719 remained available for grant. As of January 31, 2022, $6.1 million of total unrecognized compensation costs, net of forfeitures, related to non-vested stock option awards is expected to be recognized over a weighted average period of 2.6 years. The total fair value of stock options vested during 2022 was $3.4 million. The total number of options granted during the years ended January 31, 2022, 2021 and 2020 was 271,025, 381,859 and 367,173, respectively. The weighted average grant-date fair value of options granted during the years ended January 31, 2022, 2021 and 2020 was $16.77, $10.19 and $8.99 per option, respectively. The weighted-average assumptions were as follows: Year Ended January 31, January 31, January 31, 2022 2021 2020 Expected dividend yield (%) — — — Expected volatility (%) 27.8 26.4 23.5 Risk-free rate (%) 0.7 0.7 1.4 Expected option life (years) 5 5 5 A summary of option activity under all of our plans is presented as follows: Weighted- Aggregate Number of Weighted- Average Intrinsic Stock Average Remaining Value Options Exercise Contractual (in Outstanding Price Life (years) millions) Balance at January 31, 2020 1,127,822 $ 26.82 4.6 $ 20.2 Granted 381,859 $ 41.51 Exercised (338,342) $ 18.43 Forfeited (23,619) $ 33.88 Balance at January 31, 2021 1,147,720 $ 33.77 4.9 $ 28.1 Granted 271,025 $ 65.03 Exercised (90,166) $ 29.38 Forfeited (9,300) $ 53.94 Balance at January 31, 2022 1,319,279 $ 42.35 4.4 $ 41.5 Vested or expected to vest at January 31, 2022 1,319,279 $ 42.35 4.4 $ 41.5 Exercisable at January 31, 2022 856,426 $ 36.91 3.9 $ 31.6 The total intrinsic value of options exercised during the years ended January 31, 2022, 2021 and 2020 was approximately $3.7 million, $10.8 million and $2.0 million, respectively. Options outstanding and options exercisable as at January 31, 2022 by range of exercise price are as follows: Options Outstanding Options Exercisable Weighted Weighted Average Weighted Average Number of Remaining Average Number of Exercise Stock Contractual Exercise Stock Range of Exercise Prices Price Options Life (years) Price Options $19.78 – $23.86 $ 22.55 176,500 1.9 $ 22.55 176,500 $27.39 – $29.08 $ 29.08 191,754 3.2 $ 29.08 176,417 $40.22 – $52.38 $ 40.69 618,325 4.7 $ 40.60 414,713 $56.63 – $78.55 $ 63.59 332,700 6.1 $ 63.79 88,796 $ 42.35 1,319,279 4.4 $ 36.91 856,426 A summary of the status of our unvested stock options under our shareholder-approved stock option plan as of January 31, 2022 is presented as follows: Weighted- Average Number of Grant-Date Stock Options Fair Value per Outstanding Share Balance at January 31, 2020 409,653 $ 8.03 Granted 381,859 $ 10.19 Vested (266,238) $ 8.19 Forfeited (23,619) $ 4.87 Balance at January 31, 2021 501,655 $ 9.52 Granted 271,025 $ 16.77 Vested (300,527) $ 11.42 Forfeited (9,300) $ 13.54 Balance at January 31, 2022 462,853 $ 13.16 Performance Share Units A summary of PSU activity is as follows: Weighted- Weighted- Aggregate Average Average Intrinsic Number of Granted Remaining Value PSUs Date Fair Contractual (in Outstanding Value Life (years) millions) Balance at January 31, 2020 629,874 $ 21.19 5.0 $ 28.2 Granted 85,334 $ 54.24 Performance units issued 40,665 $ 29.08 Balance at January 31, 2021 755,873 $ 25.17 4.7 $ 44.0 Granted 77,441 $ 88.11 Performance units issued 44,296 $ 36.63 Exercised (100,072) $ 9.66 Balance at January 31, 2022 777,538 $ 35.76 4.8 $ 57.4 Vested or expected to vest at January 31, 2022 777,538 $ 35.76 4.8 $ 57.4 Exercisable at January 31, 2022 561,034 $ 23.15 3.6 $ 41.4 The aggregate intrinsic values represent the total pre-tax intrinsic value (the aggregate closing share price of our common shares on January 31, 2022) that would have been received by PSU holders if all PSUs had been vested on January 31, 2022. As of January 31, 2022, $6.7 million of total unrecognized compensation costs related to non-vested awards is expected to be recognized over a weighted average period of 1.1 years. The total fair value of PSUs vested during 2022 was $3.6 million. Restricted Share Units A summary of RSU activity is as follows: Weighted- Weighted- Average Average Aggregate Number of Granted Remaining Intrinsic RSUs Date Fair Contractual Value Outstanding Value Life (years) (in millions) Balance at January 31, 2020 374,677 $ 16.57 5.0 $ 16.8 Granted 57,518 $ 43.25 Balance at January 31, 2021 432,195 $ 19.98 4.7 $ 25.2 Granted 50,099 $ 65.33 Exercised (71,314) $ 7.14 Balance at January 31, 2022 410,980 $ 29.17 5.0 $ 30.3 Vested or expected to vest at January 31, 2022 410,980 $ 29.17 5.0 $ 30.3 Exercisable at January 31, 2022 355,765 $ 24.62 4.4 $ 26.3 The aggregate intrinsic values represent the total pre-tax intrinsic value (the aggregate closing share price of our common shares on January 31, 2022) that would have been received by RSU holders if all RSUs had been vested on January 31, 2022. As of January 31, 2022, $3.2 million of total unrecognized compensation costs related to non-vested awards is expected to be recognized over a weighted average period of 1.6 years. The total fair value of RSUs vested during 2022 was $2.6 million. Deferred Share Unit Plan As at January 31, 2022, the total number of DSUs held by participating directors was 252,011 (226,525 at January 31, 2021), representing an aggregate accrued liability of $18.3 million ($13.8 million at January 31, 2021). During 2022, 25,486 DSUs were granted and nil DSUs were redeemed and settled in cash. As at January 31, 2022, the unrecognized aggregate liability for the unvested DSUs was nil (nil at January 31, 2021). 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 related to DSUs recognized in our consolidated statements of operations was approximately $4.5 million, $4.6 million and $5.0 million for the years ended January 31, 2022, 2021 and 2020, 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, 2020 42,727 1.6 Granted 26,629 Vested and settled in cash (30,480) Forfeited (248) Balance at January 31, 2021 38,628 1.5 Granted 12,776 Vested and settled in cash (26,755) Forfeited (221) Balance at January 31, 2022 24,428 1.4 Non-vested at January 31, 2022 24,428 1.4 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 $0.8 million at January 31, 2022 ($0.9 million at January 31, 2021). As at January 31, 2022, the unrecognized aggregate liability for the unvested CRSUs was $1.0 million ($1.5 million at January 31, 2021). 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 in our consolidated statements of operations was approximately $1.3 million, $1.1 million and $0.9 million for the years ended January 31, 2022, 2021 and 2020, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 31, 2022 | |
Notes to Financial Statements | |
Income Taxes | Note 18 - Income Taxes Income before income taxes is earned in the following tax jurisdictions: Year Ended January 31, January 31, January 31, 2022 2021 2020 Canada 36,312 31,307 19,557 United States 32,338 26,072 19,962 Other countries 33,960 12,990 8,516 102,610 70,369 48,035 Income tax expense is incurred in the following jurisdictions: Year Ended January 31, January 31, January 31, 2022 2021 2020 Current income tax expense Canada 1,817 1,875 1,020 United States 8,689 (3,050) 3,496 Other countries 4,308 4,921 779 14,814 3,746 5,295 Deferred income tax expense (recovery) Canada 8,381 7,047 5,008 United States 1,941 9,537 1,390 Other countries (8,808) (2,061) (655) 1,514 14,523 5,743 16,328 18,269 11,038 Income tax expense for 2022, 2021 and 2020 was 16%, 26% and 23% of income before income taxes, respectively, with current income tax expense being 14%, 5% and 11% of income before income taxes, respectively. Current income tax expense increased in 2022 compared to 2021 primarily due to a current tax recovery in 2021 related to a voluntary change in accounting for deferred revenue for income tax purposes in the United States elected by the Company. Current income tax expense decreased in 2021 compared to 2020 primarily due to a voluntary change we elected to adopt in accounting for deferred revenue for income tax purposes in the United States. This change resulted in a decrease of $9.3 million in current income tax expense in 2021 and a corresponding increase in the deferred Deferred income tax expense decreased in 2022 compared to 2021 primarily due to additional deferred tax expense in 2021 related to a voluntary change in accounting for deferred revenue for income tax purposes in the United States elected by the Company as well as a release in valuation allowances recorded in 2022 related to tax losses in EMEA carried forward from previous periods. Deferred income tax expense increased in 2021 compared to 2020 primarily due to a voluntary change we elected to adopt in accounting for deferred revenue for income tax purposes in the United States. This increase was partially offset by a release in valuation allowance for other jurisdictions. The components of the deferred income tax assets and liabilities are as follows: January 31, January 31, 2022 2021 Assets Accrued liabilities not currently deductible 5,408 4,471 Accumulated net operating losses 10,594 12,866 Corporate minimum taxes 2,346 1,596 Difference between tax and accounting basis of property and equipment 12,021 23,754 Research and development and other tax credits and expenses 1,172 1,649 Total deferred income tax assets 31,541 44,336 Liabilities Difference between tax and accounting basis of intangible assets (47,255) (45,030) Difference between tax and accounting basis of property and equipment — — Other temporary differences (2,886) (2,109) Total deferred income tax liabilities (50,141) (47,139) Net deferred income taxes (18,600) (2,803) Valuation allowance (1,961) (11,365) Net deferred income taxes, net of valuation allowance (20,561) (14,168) As at January 31, 2022, we have not accrued for foreign withholding taxes and Canadian income taxes applicable to approximately $573.0 million of unremitted earnings of subsidiaries operating outside of Canada. These earnings, which we consider to be invested indefinitely, will become subject to these taxes if and when they are remitted as dividends or if we sell our stock in the subsidiaries. If we decide to repatriate the foreign earnings, we would need to adjust our income tax provision in the period we determined that the earnings will no longer be indefinitely invested outside Canada. The provision (recovery) for income taxes varies from the expected provision at the statutory rates for the reasons detailed in the table below: Year Ended January 31, January 31, January 31, 2022 2021 2020 Income before income taxes 102,610 70,369 48,033 Combined basic Canadian statutory rates 26.5 % 26.5 % 26.5 % Income tax expense based on the above rates 27,192 18,648 12,729 Increase (decrease) in income taxes resulting from: Permanent differences 3,467 875 (673) Effect of differences between Canadian and foreign tax rates (1,855) (600) (274) Effect of rate changes on current year timing differences (1,085) (1,063) (609) Adjustments relating to previous periods (569) (1,034) 94 Increase (decrease) in accruals for uncertain tax positions (849) 1,289 (1,042) Valuation allowance (9,102) 254 692 Stock based compensation — 100 352 Other, including foreign exchange (871) (200) (231) Income tax expense 16,328 18,269 11,038 We have income tax loss carry forwards which expire as follows: Expiry year Canada United States EMEA Asia Pacific Total 2023 — — — 49 49 2024 — — — 186 186 2025 — — 40 67 107 2026 — — — — — 2027 — 417 — 352 769 Thereafter 8,022 1,473 33,054 1,553 44,102 8,022 1,890 33,094 2,207 45,213 The following is a tabular reconciliation of the total estimated liability associated with uncertain tax positions taken: January 31, January 31, 2022 2021 Liability, beginning of year 8,393 6,650 Gross increases – current period 333 2,502 Lapsing due to statutes of limitations (1,372) (759) Liability, end of year 7,354 8,393 We have identified accruals of $7.4 We recognize accrued interest and penalties related to uncertain tax positions as a current tax expense. As at January 31, 2022 and January 31, 2021, the unrecognized tax positions have resulted in no material liability for estimated interest and penalties. Descartes and our subsidiaries file their tax returns as prescribed by the tax laws of the jurisdictions within which they operate. We are no longer subject to income tax examinations by tax authorities in our major tax jurisdictions as follows: Years No Longer Subject to Audit Tax Jurisdiction United States Federal 2019 and prior Canada 2017 and prior United Kingdom 2019 and prior Sweden 2015 and prior Norway 2020 and prior Netherlands 2014 and prior Belgium 2018 and prior Germany 2017 and prior Switzerland 2016 and prior Brazil 2016 and prior |
Contract Balances, Performance
Contract Balances, Performance Obligations and Contract Costs | 12 Months Ended |
Jan. 31, 2022 | |
Notes to Financial Statements | |
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, 2020 42,063 Recognition of previously deferred revenue (37,843) Deferral of revenue 46,386 Increases from business combinations, net 39 Effect of movements in foreign exchange 646 Balance at January 31, 2021 51,291 Recognition of previously deferred revenue (38,065) Deferral of revenue 45,234 Increases from business combinations, net 729 Effect of movements in foreign exchange (489) Balance at January 31, 2022 58,700 Current 56,780 Long-term 1,920 Performance Obligations As of January 31, 2022, approximately $366.8 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, 2020 1,107 Transfers to trade receivables from contract assets (563) Increases as a result of delivered term licenses recognized as revenue during the period, net of amounts transferred to trade receivables 783 Effect of movements in foreign exchange 26 Balance at January 31, 2021 1,353 Transfers to trade receivables from contract assets (730) Increases as a result of delivered term licenses recognized as revenue during the period, net of amounts transferred to trade receivables 815 Effect of movements in foreign exchange 5 Balance at January 31, 2022 1,443 Contract Costs Capitalized contract costs net of accumulated amortization is $16.6 million at January 31, 2022 ($12.9 million at January 31, 2021). Capitalized contract costs are amortized consistent with the pattern of transfer to the customer for the goods and services to which the asset relates. The total contract cost amortization included in sales and marketing expenses was approximately $4.7 million, $3.3 million and $2.5 million for the years ended January 31, 2022, 2021 and 2020, respectively. |
Other Charges
Other Charges | 12 Months Ended |
Jan. 31, 2022 | |
Notes to Financial Statements | |
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: Year Ended January 31, January 31, January 31, 2022 2021 2020 Acquisition-related costs 1,904 1,981 3,457 Contingent consideration adjustments 4,458 (1,946) 340 Restructuring plans 66 2,300 — 6,428 2,335 3,797 Fiscal 2021 Restructuring Plan In the second quarter of fiscal 2021, management approved and began to implement a restructuring plan (the “Fiscal 2021 Restructuring Plan”) to reduce operating expenses. To date, $2.4 million has been recorded within other charges in conjunction with this restructuring plan. These charges are comprised of workforce reduction and the accelerated ROU asset amortization associated with certain office closures. This plan is substantially complete with a nominal amount of future expected office closure costs. The following table shows the changes in the restructuring provision for the Fiscal 2021 Restructuring Plan: Workforce Reduction Office Closures Total Balance at January 31, 2020 — — — Accruals and adjustments 1,717 583 2,300 Cash draw downs (1,657) (583) (2,240) Foreign exchange 10 — 10 Balance at January 31, 2021 70 — 70 Accruals and adjustments 2 64 66 Cash draw downs (72) (64) (136) Balance at January 31, 2022 — — — |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Jan. 31, 2022 | |
Notes to Financial Statements | |
Supplemental Cash Flow Information | Note 21 – Supplemental Cash Flow Information The following tables presents the cash flow changes in operating asset and liabilities: Year Ended January 31, January 31, January 31, 2022 2021 2020 Trade accounts receivable (2,884) 143 3,733 Other accounts receivable 2,042 (7,098) (2,547) Prepaid expenses and other (8,276) (5,029) (5,942) Inventory (498) 99 (345) Accounts payable 2,336 (686) 1,768 Accrued liabilities 13,760 (999) 3,265 Income taxes payable 426 3,835 (1,550) Operating leases (259) 283 546 Deferred revenue 6,142 5,877 (4,184) 12,789 (3,575) (5,256) |
Segmented Information
Segmented Information | 12 Months Ended |
Jan. 31, 2022 | |
Notes to Financial Statements | |
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: Year Ended January 31, January 31, January 31, 2022 2021 2020 Revenues United States 242,086 211,232 202,814 Europe, Middle-East and Africa 128,990 94,163 82,596 Canada 36,116 29,388 27,304 Asia Pacific 17,498 13,881 13,077 424,690 348,664 325,791 Year Ended January 31, January 31, January 31, 2022 2021 2020 Revenues License 5,060 5,054 7,582 Services 378,494 309,731 284,654 Professional services and other 41,136 33,879 33,555 424,690 348,664 325,791 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. January 31, January 31, 2022 2021 Total long-lived assets United States 102,649 92,442 Europe, Middle-East and Africa 43,922 39,769 Canada 84,943 107,472 Asia Pacific 8,912 12,398 240,426 252,081 |
Subsequent Event
Subsequent Event | 12 Months Ended |
Jan. 31, 2022 | |
Notes to Financial Statements | |
Subsequent Event | Note 23 – Subsequent Event On February 9, 2022, Descartes acquired all of the shares of NetCHB, LLC, 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 consideration of up to $60.0 million based on NetCHB achieving revenue-based targets over the first two years post-acquisition. As of the issue date of these consolidated financial statements, the fair value of the acquired assets and liabilities has not been determined. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 12 Months Ended |
Jan. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying 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 the US Securities and Exchange Commission (“SEC”) for the preparation of consolidated financial statements. The world continues to experience a global pandemic related to the spread of the COVID-19 virus (the “Pandemic”). The Pandemic has had disruptive effects in countries in which the Company operates, and the future impacts of the Pandemic and any resulting economic impact are largely unknown and rapidly evolving. As the impacts of the Pandemic continue to evolve, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require increased judgment. The future impact of Pandemic uncertainties could result in a significant impact on the reported amounts of assets, liabilities, revenue and expenses in these and any future consolidated financial statements. Examples of accounting estimates and judgments that may be impacted by the Pandemic include, but are not limited to; revenue recognition, impairment of goodwill and intangible assets and provisions for credit losses. Our fiscal year commences on February 1 st st |
Basis of consolidation | Basis of consolidation The consolidated financial statements include the financial statements of Descartes and our wholly-owned subsidiaries. We do not have any variable interests in variable interest entities. All intercompany accounts and transactions have been eliminated during consolidation. |
Foreign currency translation | Foreign currency translation The US dollar is the presentation currency of the Company. Assets and liabilities of our subsidiaries are translated into US dollars at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated into US dollars using daily exchange rates. Translation adjustments resulting from this process are accumulated in other comprehensive income (loss) as a separate component of shareholders’ equity. On substantial liquidation of a foreign operation, the component of accumulated other comprehensive income relating to that particular foreign operation is recognized in the consolidated statements of operations. The functional currency of each of our entities is generally the local currency in which they operate. Transactions incurred in currencies other than the local currency of an entity are converted to the local currency at the transaction date. Monetary assets and liabilities denominated in foreign currencies are re-measured into the local currency at the exchange rate in effect at the balance sheet date. All foreign currency re-measurement gains and losses are included in net income. For the year ended January 31, 2022, foreign currency re-measurement loss of $0.3 million was included in net income (January 31, 2021 – loss of $0.8 million; January 31, 2020 – loss of $0.6 million). |
Use of estimates | Use of estimates Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the consolidated financial statements and accompanying note disclosures. Although these estimates and assumptions are based on management’s best knowledge of current events, actual results may be different from the estimates. These estimates, judgments and assumptions are evaluated on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable at that time, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Estimates and assumptions are used when accounting for items such as allocations of the purchase price and the fair value of net assets acquired in business combination transactions, useful lives of intangible assets and property and equipment, revenue related estimates including determining the nature and timing of satisfaction of performance obligations, variable consideration, and other obligations such as product returns and refunds, allowance for doubtful accounts, collectability of other receivables, provisions for excess or obsolete inventory, determining the Company’s incremental borrowing rate, restructuring accruals, fair value of stock-based compensation, assumptions embodied in the valuation of assets for impairment assessment, accounting for income taxes, valuation allowances for deferred income tax assets, realization of investment tax credits, uncertain tax positions and recognition of contingencies. Significant assumptions and judgment are used when determining the standalone selling price (“SSP”) of performance obligations in contracts with customers. |
Cash | Cash Cash included highly liquid short-term deposits with original maturities of three months or less. |
Financial instruments | Financial instruments Fair value of financial instruments The carrying amounts of the Company’s cash, accounts receivable (net), accounts payable, accrued liabilities and income taxes payable approximate their fair value due to their short maturities. Derivative instruments We use derivative instruments to manage equity risk relating to our share-based compensation. We account for these instruments in accordance with ASC Topic 815 “Derivatives and Hedging” (Topic 815), which requires that every derivative instrument be recorded on the balance sheet as either an asset or a liability measured at its fair value as of the reporting date. We do not designate our derivative instruments as hedges and as such the changes in our derivative financial instruments’ fair values are recognized in earnings. 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. Foreign exchange risk We are exposed to foreign exchange risk because the Company transacts business in currencies other than the US dollar. Accordingly, our results are affected, and may be affected in the future, by exchange rate fluctuations of the US dollar relative to the Canadian dollar, euro, British pound sterling and various other foreign currencies. Interest rate risk Depending on the type of advance under the available facilities, interest on such borrowings will be charged based on either i) Canada or US prime rate; or ii) Banker’s Acceptance (BA); or iii) US dollar London Interbank Offer Rate (LIBOR); or iv) the Secured Overnight Financing Rate (SOFR). We are exposed to interest rate fluctuations to the extent that we borrow on our credit facility. Credit risk We are exposed to credit risk through our invested cash and accounts receivable. We hold our cash with reputable financial institutions. The lack of concentration of accounts receivable from a single customer and the dispersion of customers among industries and geographical locations mitigate our credit risk. We do not use any type of speculative financial instruments, including but not limited to foreign exchange contracts, futures, swaps and option agreements, to manage our foreign exchange or interest rate risks. In addition, we do not hold or issue financial instruments for trading purposes. Equity risk We are exposed to equity risk through certain share-based compensation expenses that are fair valued at the balance sheet date. 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 Company does not hold derivatives for speculative purposes. |
Provision for Credit Losses | Provision for Credit Losses We are exposed to credit losses primarily through our trade accounts receivable and contract assets. The provision for credit losses is determined utilizing a model of historical losses data. In estimating the provision for credit losses, we considered the age of the receivable, our historical write-offs and the historical creditworthiness of the customer, among other factors. Should any of these factors change, the estimates made by us will also change accordingly, which could affect the level of our future provisions. |
Inventory | Inventory Finished goods inventories are stated at the lower of cost and net realizable value. The cost of finished goods is determined on the basis of average cost of units. The valuation of inventory, including the determination of obsolete or excess inventory, requires management to estimate the future demand for our products within specified time horizons. We perform an assessment of inventory which includes a review of, among other factors, demand requirements, product life cycle and development plans, product pricing and quality issues. If the demand for our products indicates we are no longer able to sell inventories above cost or at all, we write down inventory to market or excess inventory is written off. |
Impairment of long-lived assets | Impairment of long-lived assets We test long-lived assets or asset groups, such as property and equipment and finite life intangible assets, for recoverability when events or changes in circumstances indicate that there may be impairment. Circumstances which could trigger a review include, but are not limited to: significant adverse changes in the business climate or legal factors; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset or asset group; and a current expectation that the asset or asset group will more likely than not be sold or disposed of before the end of its estimated useful life. An impairment loss is recognized when the estimate of undiscounted future cash flows generated by such asset or asset group is less than the carrying amount. Measurement of the impairment loss is based on the present value of the expected future cash flows. No impairment of long-lived assets has been identified or recorded in our consolidated statements of operations for any of the fiscal years presented. |
Goodwill and intangible assets | Goodwill and intangible assets Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill is not subject to amortization. We test for impairment of goodwill at least annually on October 31 st Intangible assets related to our acquisitions are recorded at their fair value at the acquisition date. Intangible assets include customer agreements and relationships, non-compete covenants, existing technologies and trade names. Intangible assets are amortized on a straight-line basis over their estimated useful lives. We write down intangible asset or asset groups with a finite life to fair value when the related undiscounted cash flows are not expected to allow for recovery of the carrying value. Fair value of intangible asset or asset groups is determined by discounting the expected related future cash flows. Amortization of our intangible assets is generally recorded at the following rates: Customer agreements and relationships Straight-line over two Existing technologies Straight-line over four Trade names Straight-line over three Non-compete covenants Straight-line over two |
Property and equipment | Property and equipment Property and equipment is recorded at cost. Effective February 1, 2020, we changed our accounting method for property & equipment from the declining balance method of depreciation to the straight-line method of depreciation to better reflect the consumption of the assets’ economic benefits. Our change in the method of depreciation is considered a change in accounting estimate effected by a change in accounting principle and has been applied prospectively. The change in the method of depreciation did not have a material impact on our results of operations. Depreciation of our property and equipment is generally recorded at the following rates: Computer equipment and software Straight-line over 1 to 13 years Furniture and fixtures Straight-line over 3 to 14 years Leasehold improvements Straight-line over lesser of useful life or term of lease Equipment installed with customers Straight-line over 3 years Fully depreciated property and equipment are removed from the balance sheet when they are no longer in use. |
Leases | Leases At the inception of a contract we assess whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. We have building lease agreements with lease and non-lease components, which are accounted for separately. For computer equipment and vehicle leases, we have elected to account for the lease and non-lease components as a single lease component. We recognize a right-of-use (“ROU”) asset and a lease liability at the lease commencement date. The ROU asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and less any lease incentives received. The assets are depreciated to the earlier of the end of the useful life of the ROU asset or the lease term using the straight-line method as this most closely reflects the expected pattern of consumption of the future economic benefits. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option. The lease liability is initially measured at the present value of the future lease payments at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured, a corresponding adjustment is made to the carrying amount of the ROU asset, or is recorded in profit or loss if the carrying amount of the ROU asset has been reduced to zero. We have elected to apply the practical expedient not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The lease payments associated with these leases are recognized as an expense on a straight-line basis over the lease term. |
Revenue recognition | Revenue recognition Revenue is recognized upon transfer of control of promised goods or services to customers in an amount that reflects the consideration we expect to receive in exchange for those goods or services. We enter into contracts that can include the delivery of various combinations of goods and/or services, which are generally capable of being distinct within the context of the contract and accounted for as separate performance obligations. A product or service is distinct if the customer can benefit from it on its own or together with other readily available resources and the promise to transfer the good or service is separately identifiable from other promises in the contractual arrangement with the customer. Non-distinct goods and services are combined with other goods or services until they are distinct as a bundle and therefore form a single performance obligation. The accounting for a contract with a customer that contains multiple performance obligations requires an allocation of the transaction price to each distinct performance obligation based on the determination of the SSP. SSP for each distinct performance obligation in a customer contract is an estimate of the price that would be charged for the specific good or service if it was sold separately in similar circumstances and to similar customers. This estimate determines the amount of revenue recognized for each performance obligation in a customer contract. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. In addition to these general policies, the specific revenue recognition policies for each major category of revenue are included below. License Revenues for distinct licenses for on-premise or hosted software are derived from perpetual licenses granted to our customers for the right to use our software products. License revenues are billed on the effective date of a contract and revenue is recognized at the point in time when the customer is provided control of the respective software. Services Services, which allow customers to access hosted software over a contract term without taking possession of the software, is provided on a subscription and/or transactional fee basis. Revenues from hosted software subscriptions and maintenance are typically billed annually in advance and revenue is recognized on a ratable basis over the contract term beginning on the date that our service is made available to the customer. Transaction fees are typically billed and recognized as revenue on a monthly basis based on the customer usage for that period. Professional Services & Other Professional services are comprised of consulting, implementation and training services related to our services and products. These services are generally considered to be separate performance obligations as they provide incremental benefit to customers beyond providing access to the software. Professional services are typically billed on a time and materials basis and revenue is recognized over time as the services are performed. For professional services contracts billed on a fixed price basis, revenue is recognized over time based on the proportion of services performed. Revenue related to customer reimbursement of travel related expenses is recognized on a gross basis as incurred. Other revenues include hardware revenue and is generally billed, and revenue is recognized, when control of the product has transferred under the terms of an enforceable contract. Our contracts with customers often include promises to transfer multiple goods and services to a customer. Determining whether goods and services are considered distinct performance obligations that should be accounted for separately versus together may require judgment. Judgment is also needed in assessing the ability to collect the corresponding receivables. Significant assumptions and judgment are required to determine the SSP for each distinct performance obligation, which is needed to determine whether there is a discount that needs to be allocated based on the relative SSP of the various goods and services. When estimating the SSP, we make certain significant assumptions including the basis for stratification of the underlying population of customer contracts based on pricing practices for different goods or services, as appropriate. In order to determine the SSP of its promised goods or services, we conduct a regular analysis to determine whether various goods or services have an observable standalone selling price. If the Company does not have an observable SSP for a particular good or service, then SSP for that particular good or service is estimated using reasonably available information and maximizing observable inputs with approaches including historical pricing, cost plus a margin, and the residual approach. Costs to obtain a contract with a customer We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the costs to be recoverable. We have determined that certain sales incentive programs meet the requirements to be capitalized. These capitalized costs are amortized consistent with the pattern of transfer to the customer for the goods and services to which the asset relates, including specifically identifiable contract renewals. The period of benefit including renewals is determined to be generally between four Contract assets and liabilities The payment terms and conditions in our customer contracts may vary from the timing of revenue recognition. In some cases, customers pay in advance of delivery of products or services; in other cases, payment is due as services are performed or in arrears following delivery. Timing differences between revenue recognition and invoicing result in unbilled receivables, contract assets, or deferred revenue. Receivables are accrued when revenue is recognized prior to invoicing but the right to payment is unconditional (i.e., only the passage of time is required). This occurs most commonly when software term licenses recognized at a point in time are paid for periodically over the license term. Contract assets result when amounts allocated to distinct performance obligations are recognized as revenue and control of a product or service is transferred to the customer, but invoicing is contingent on performance of other performance obligations or on completion of contractual milestones and is presented as other receivables. Contract assets are transferred to receivables when the rights become unconditional, typically upon invoicing of the related performance obligations in the contract or upon achieving the requisite project milestone. Contract liabilities primarily relate to the advance consideration received from customers and is presented as deferred revenue. Deferred revenue results from customer payments in advance of our satisfaction of the associated performance obligation(s) and relates primarily to prepaid maintenance or other recurring services. Deferred revenues are relieved as revenue is recognized. Contract assets and deferred revenues are reported on a contract-by-contract basis at the end of each reporting period. |
Research and development costs | Research and development costs To date, we have not capitalized any costs related to research and development of our computer software products. Costs incurred between the dates that the product is considered to be technologically feasible and is considered to be ready for general release to customers have historically been expensed as they have not been significant. |
Stock-based compensation plans | Stock-based compensation plans Stock Options We maintain stock option plans for non-employee directors, officers, employees and other service providers. Options to purchase our common shares are granted at an exercise price equal to the fair market value of our common shares as of the date of grant. This fair market value is determined using the closing price of our common shares on the TSX on the day immediately preceding the date of the grant. Employee stock options generally vest over a five-year period starting from the grant date and expire seven years from the grant date. Non-employee directors’ and officers’ stock options generally have quarterly vesting over a three The fair value of employee stock option grants that are ultimately expected to vest are amortized to expense in our consolidated statement of operations based on the straight-line attribution method. The fair value of stock option grants is calculated using the Black-Scholes Merton option-pricing model. Expected volatility is based on historical volatility of our common stock and other factors. The risk-free interest rates are based on Government of Canada average bond yields for a period consistent with the expected life of the option in effect at the time of the grant. The expected option life is based on the historical life of our granted options and other factors. Performance & Restricted Share Units We maintain a performance and restricted share unit plan pursuant to which certain of our officers are eligible to receive grants of performance share units (“PSUs”) and restricted share units (“RSUs”). PSUs vest at the end of a three-year performance period. The ultimate number of PSUs that vest is based on the total shareholder return (“TSR”) of our Company relative to the TSR of companies comprising a peer index group. TSR is calculated based on the weighted-average closing price of shares for the five trading days preceding the beginning and end of the performance period. The fair value of PSUs is expensed to stock-based compensation expense over the vesting period. PSUs expire ten years from the grant date. New shares are issued from treasury upon the redemption of a PSU. PSUs are measured at fair value estimated using a Monte Carlo Simulation approach. Expected volatility is based on historical volatility of our common stock and other factors. The risk-free interest rates are based on the Government of Canada average bond yields for a period consistent with the expected life of the PSUs at the time of the grant. RSUs vest annually over a three-year period starting from the grant date and expire ten years from the grant date. We issue new shares from treasury upon the redemption of an RSU. RSUs are measured at fair value based on the closing price of our common shares for the day preceding the date of the grant and will be expensed to stock-based compensation expense over the vesting period. Deferred Share Unit Plan Our board of directors adopted a deferred share unit plan effective as of June 28, 2004, pursuant to which non-employee directors are eligible to receive grants of deferred share units (“DSUs”), each of which has an initial value equal to the weighted-average closing price of our common shares for the five trading days preceding the grant date. The plan allows each director to choose to receive, in the form of DSUs, all, none or a percentage of the eligible director’s fees which would otherwise be payable in cash. If a director has invested less than the minimum amount of equity in Descartes, as prescribed from time to time by the board of directors, then the director must take at least 50% of the base annual fee for serving as a director in the form of DSUs. Each DSU fully vests upon award but is distributed only when the director ceases to be a member of the board of directors. Vested units are settled in cash based on our common share price when conversion takes place. Fair value of the liability is based on the closing price of our common shares at the balance sheet date. Cash-Settled Restricted Share Unit Plan Our board of directors adopted a cash-settled restricted share unit plan effective as of May 23, 2007, pursuant to which certain of our employees and non-employee directors are eligible to receive grants of cash-settled restricted share units (“CRSUs”), each of which has an initial value equal to the weighted-average closing price of our common shares for the five trading days preceding the date of the grant. The CRSUs generally vest based on continued employment and have annual vesting over three st |
Business combinations | Business combinations We apply the provisions of ASC Topic 805, “Business Combinations” (Topic 805), in the accounting for our acquisitions. It requires us to recognize separately from goodwill, the assets acquired and the liabilities assumed at their acquisition date fair values including certain identifiable intangible assets (other than goodwill). Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. The determination of the acquisition date fair value of the intangible assets acquired requires us to make estimates and assumptions regarding projected revenues, earnings before interest, taxes, depreciation and amortization, technology migration rates, customer attrition rates and discount rates. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments would be recorded to our consolidated statement of operations. Costs to exit or restructure certain activities of an acquired company or our internal operations are accounted for as termination and exit costs pursuant to ASC Topic 420, “Exit or Disposal Cost Obligations” (Topic 420) and are accounted for separately from the business combination. For a given acquisition, we generally identify certain pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as a part of the purchase price allocation and, if so, to determine the estimated amounts. If we determine that a pre-acquisition contingency (non-income tax related) is probable in nature and estimable as of the acquisition date, we record our best estimate for such a contingency as a part of the preliminary purchase price allocation. We often continue to gather information and evaluate our pre-acquisition contingencies throughout the measurement period and if we make changes to the amounts recorded or if we identify additional pre-acquisition contingencies during the measurement period, such amounts will be included in the purchase price allocation during the measurement period and, subsequent to the measurement period, in our results of operations. Uncertain tax positions and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. We review these items during the measurement period as we continue to actively seek and collect information relating to facts and circumstances that existed at the acquisition date. Changes to these uncertain tax positions and tax related valuation allowances made subsequent to the measurement period, or if they relate to facts and circumstances that did not exist at the acquisition date, are recorded in our provision for income taxes in our consolidated statement of operations. |
Income taxes | Income taxes We use the liability method of income tax allocation to account for income taxes. Deferred tax assets and liabilities arise from temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements that will result in taxable or deductible amounts in future years. These temporary differences are measured using enacted tax rates. A valuation allowance is recorded to reduce deferred tax assets to the extent that we consider it is more likely than not that a deferred tax asset will not be realized. In determining the valuation allowance, we consider factors such as the reversal of deferred income tax liabilities, projected taxable income, our history of losses for tax purposes, and the character of income tax assets and tax planning strategies. A change to these factors could impact the estimated valuation allowance and income tax expense. We evaluate our uncertain tax positions by using a two-step approach to recognize and measure uncertain tax positions and provisions for income taxes. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, based solely on the technical merits, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the appropriate amount of the benefit to recognize. The amount of benefit to recognize is measured as the maximum amount which is more likely than not to be realized. The tax position is derecognized when it is no longer more likely than not that the position will be sustained on audit. We continually assess the likelihood and amount of potential adjustments and adjust the income tax provisions, income taxes payable and deferred income taxes in the period in which the facts that give rise to a revision become known. |
Earnings per share | Earnings per share Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is calculated by dividing net income by the sum of the weighted average number of common shares outstanding and all additional common shares that would have been outstanding if potentially dilutive common shares had been issued during the period. The treasury stock method is used to compute the dilutive effect of stock-based compensation. |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements In February 2016, the FASB issued Accounting Standards Update 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) and issued subsequent amendments to the initial guidance during 2018, collectively referred to as “ASC 842”. These updates supersede the lease guidance in ASC Topic 840, “Leases” and require the recognition of lease assets and lease liabilities by lessees for most leases previously classified as operating leases under ASC Topic 840. Leases will continue to be classified as either operating or finance. ASC 842 was effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018, which was our fiscal year that began on February 1, 2019 (fiscal 2020). The Company adopted ASC 842 as of February 1, 2019 using the cumulative effect method. As permitted under ASC 842, we have elected to apply the practical expedient to carry forward our current assessments of whether a contract contains a lease, lease classification, remaining lease terms and amounts capitalized as initial direct costs. We have also elected to apply the practical expedient not to recognize right-of-use (ROU) assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The adoption of ASC 842 resulted in an increase to ROU assets and lease liabilities of $10.4 million as of February 1, 2019. The adoption of ASC 842 did not have a material impact on either our consolidated statement of operations or our consolidated statement of cash flows. In June 2016, the FASB issued Accounting Standards Update 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”) and issued subsequent amendments to the initial guidance during the 2019 calendar year, collectively referred to as “ASC 326”. ASC 326 requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASC 326 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. ASC 326 was effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019, which was our fiscal year that began on February 1, 2020 (fiscal 2021). The Company is exposed to credit losses primarily through its trade accounts receivable and contract assets. The provision for credit losses is determined utilizing a model of historical losses data. In estimating the provision for credit losses, we considered the age of the receivable, our historical write-offs and the historical creditworthiness of the customer, among other factors. Should any of these factors change, the estimates made by us will also change accordingly, which could affect the level of our future provisions. The Company adopted ASC 326 as of February 1, 2020 using the cumulative effect method and therefore the comparative information has not been restated. The adoption of ASC 326 did not have a material impact on our results of operations or disclosures. In January 2017, the FASB issued Accounting Standards Update 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 simplifies how an entity is required to test goodwill for impairment. ASU 2017-04 was effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019, which was our fiscal year that began on February 1, 2020 (fiscal 2021). The Company adopted this guidance in the first quarter of fiscal 2021. The adoption of this guidance did not have a material impact on our results of operations or disclosures. In August 2018, the FASB issued Accounting Standards Update 2018-15, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU 2018-15”). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 was effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019, which was our fiscal year that began on February 1, 2020 (fiscal 2021). The Company adopted this guidance in the first quarter of fiscal 2021. The adoption of this guidance did not have a material impact on our results of operations or disclosures. In December 2019, the FASB issued Accounting Standards Update 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”). ASU 2019-12 simplifies how an entity accounts for income taxes. ASU 2019-12 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2020, which is our fiscal year that began on February 1, 2021 (fiscal 2022). The Company adopted this guidance in the first quarter of fiscal 2022. The adoption of this guidance did not have a material impact on our results of operations or disclosures. Recently issued 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 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2022, which will be our fiscal year beginning February 1, 2023 (fiscal 2024). Early adoption is permitted. The Company will adopt this guidance in the first quarter of fiscal 2024. The adoption of this guidance is not expected to have a material impact on our results of operations or disclosures. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Notes Tables | |
Schedule of amortization of intangible assets | Customer agreements and relationships Straight-line over two Existing technologies Straight-line over four Trade names Straight-line over three Non-compete covenants Straight-line over two |
Schedule of depreciation of property, plant and equipment | Computer equipment and software Straight-line over 1 to 13 years Furniture and fixtures Straight-line over 3 to 14 years Leasehold improvements Straight-line over lesser of useful life or term of lease Equipment installed with customers Straight-line over 3 years |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Notes Tables | |
Schedule of Acquisitions of Business | QuestaWeb Portrix Green Mile Total Purchase price consideration: Cash, less cash acquired related to QuestaWeb ($2,097), Portrix ($200) and GreenMile ($1,552) 35,860 25,188 29,230 90,278 Contingent consideration — — 3,339 3,339 Net working capital adjustments payable / (receivable) 17 (54) (308) (345) 35,877 25,134 32,261 93,272 Allocated to: Current assets, excluding cash acquired 714 810 2,186 3,710 Property and equipment 78 — 89 167 Right-of-use assets 123 374 — 497 Other long-term assets — — 242 242 Current liabilities (170) (871) (1,498) (2,539) Deferred revenue (736) (499) (909) (2,144) Lease obligations (123) (374) — (497) Deferred income tax liability — (5,185) (752) (5,937) Long-term income taxes payable — — (365) (365) Debt — (1,062) — (1,062) Net tangible assets (liabilities) assumed (114) (6,807) (1,007) (7,928) Finite life intangible assets acquired: Customer agreements and relationships 4,800 4,014 5,700 14,514 Existing technology 8,900 12,286 14,000 35,186 Trade names 100 122 100 322 Non-compete covenants 500 487 500 1,487 Goodwill 21,691 15,032 12,968 49,691 35,877 25,134 32,261 93,272 Peoplevox Kontainers ShipTrack Total Purchase price consideration: Cash, less cash acquired related to Peoplevox ($1,634), Kontainers (overdraft of $13) and ShipTrack ($529) 24,137 5,237 19,029 48,403 Consideration payable — 100 — 100 Contingent consideration — 1,414 2,825 4,239 Net working capital adjustments (receivable) / payable (42) (87) 64 (65) 24,095 6,664 21,918 52,677 Allocated to: Current assets, excluding cash acquired 485 469 1,853 2,807 Right-of-use assets — — 151 151 Current liabilities (776) (1,074) (693) (2,543) Deferred revenue (748) (102) (204) (1,054) Lease obligations — — (151) (151) Deferred income tax liability (1,615) — (4,012) (5,627) Debt — — (728) (728) Net tangible assets (liabilities) assumed (2,654) (707) (3,784) (7,145) Finite life intangible assets acquired: Customer agreements and relationships 3,631 800 3,905 8,336 Existing technology 7,651 3,000 11,102 21,753 Trade names — 30 77 107 Non-compete covenants 285 80 291 656 Goodwill 15,182 3,461 10,327 28,970 24,095 6,664 21,918 52,677 Visual STEP- Best- Compliance CORE com Transport Total Purchase price consideration: Cash, less cash acquired related to Visual Compliance ($170), CORE ($213), STEPcom ($2,700) and BestTransport ($507) 239,863 21,833 18,639 11,718 292,053 Common shares issued 9,045 — — — 9,045 Contingent consideration — 1,450 — — 1,450 Net working capital adjustments payable / (receivable) 1,147 62 250 — 1,459 250,055 23,345 18,889 11,718 304,007 Allocated to: Current assets, excluding cash acquired 6,403 689 1,470 815 9,377 Property and equipment 30 2,048 257 35 2,370 Deferred income tax asset 30,924 — — — 30,924 Right-of-use assets 1,188 68 232 194 1,682 Current liabilities (840) (352) (874) (284) (2,350) Deferred revenue (10,267) (278) (813) (9) (11,367) Lease obligations (1,188) (68) (232) (194) (1,682) Deferred income tax liability (282) (3,332) (2,316) (1,352) (7,282) Net tangible assets (liabilities) assumed 25,968 (1,225) (2,276) (795) 21,672 Finite life intangible assets acquired: Customer agreements and relationships 32,186 4,600 10,839 3,000 50,625 Existing technology 69,422 6,800 — 3,800 80,022 Trade names 528 200 102 50 880 Non-compete covenants 3,166 300 205 150 3,821 Goodwill 118,785 12,670 10,019 5,513 146,987 250,055 23,345 18,889 11,718 304,007 |
Schedule of acquired intangible assets are being amortized over their estimated useful lives | QuestaWeb Portrix GreenMile Customer agreements and relationships 13 years 13 years 13 years Existing technology 6 years 6 years 6 years Trade names 3 years 3 years 3 years Non-compete covenants 5 years 2 years 5 years Peoplevox Kontainers ShipTrack Customer agreements and relationships 10 years 12 years 13 years Existing technology 6 years 5 years 6 years Trade names N/A 3 years 3 years Non-compete covenants 5 years 5 years 5 years Visual Best Compliance CORE STEPcom Transport Customer agreements and relationships 14 years 13 years 9 years 12 years Existing technology 7 years 6 years N/A 6 years Trade names 5 years 8 years 3 years 3 years Non-compete covenants 5 years 5 years 3 years 2 years |
Business Acquisition, Pro Forma Information | Year Ended January 31, January 31, January 31, 2022 2021 2020 Revenues 429,531 369,271 354,484 Net income 85,549 48,788 30,933 Earnings per share Basic 1.01 0.58 0.38 Diluted 0.99 0.57 0.37 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Notes Tables | |
Schedule of derivative assets at fair value | Level 1 Level 2 Level 3 Total Assets: Equity derivative contracts — 10,863 — 10,863 Liabilities: Contingent consideration — — 12,990 12,990 Level 1 Level 2 Level 3 Total Assets: Equity derivative contracts — 8,001 — 8,001 Liabilities: Contingent consideration — — 4,671 4,671 |
Schedule of changes in fair value measurements | Level 3 Balance at January 31, 2020 1,924 Increase from acquisitions 4,239 Cash payments (95) Charges through profit or loss (1,731) Effect of movements in foreign exchange 334 Balance at January 31, 2021 4,671 Increase from acquisitions 3,339 Charges through profit or loss 5,070 Effect of movements in foreign exchange (90) Balance at January 31, 2022 12,990 |
Trade Accounts Receivable (Tabl
Trade Accounts Receivable (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Schedule of Accounts, Notes, Loans and Financing Receivable | January 31, January 31, 2022 2021 Trade accounts receivable 43,565 39,536 Less: Provision for credit losses (1,860) (2,330) 41,705 37,206 |
Accounts Receivable, Allowance for Credit Loss | Provision for Credit Losses Balance at January 31, 2020 2,003 Current period provision for expected losses 1,681 Write-offs charged against the provision (1,418) Effect of movements in foreign exchange 64 Balance at January 31, 2021 2,330 Current period provision for expected losses 1,007 Write-offs charged against the provision (1,456) Effect of movements in foreign exchange (21) Balance at January 31, 2022 1,860 |
Other Receivables (Tables)
Other Receivables (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Notes Tables | |
Schedule of other receivables | January 31, January 31, 2022 2021 Net working capital adjustments receivable from acquisitions 309 237 Other receivables 13,766 14,593 14,075 14,830 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Notes Tables | |
Schedule of property, plant and equipment | January 31, January 31, 2022 2021 Cost Computer equipment and software 40,937 37,469 Furniture and fixtures 1,553 1,494 Leasehold improvements 822 807 Equipment installed with customers 1,635 1,654 Assets under construction 524 998 45,471 42,422 Accumulated depreciation Computer equipment and software 31,660 28,123 Furniture and fixtures 1,257 1,081 Leasehold improvements 531 401 Equipment installed with customers 1,206 728 34,654 30,333 Net 10,817 12,089 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Notes Tables | |
Schedule of Intangible Assets | January 31, January 31, 2022 2021 Cost Customer agreements and relationships 251,402 240,479 Existing technology 326,411 295,161 Trade names 9,038 8,844 Non-compete covenants 12,306 10,939 599,157 555,423 Accumulated amortization Customer agreements and relationships 135,380 119,361 Existing technology 218,953 183,539 Trade names 6,677 5,996 Non-compete covenants 8,538 6,535 369,548 315,431 Net 229,609 239,992 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Notes Tables | |
Schedule of changes in goodwill | January 31, January 31, 2022 2021 Balance at beginning of period 565,177 523,690 Acquisition of Peoplevox — 15,182 Acquisition of Kontainers — 3,461 Acquisition of ShipTrack — 10,327 Acquisition of QuestaWeb 21,691 — Acquisition of Portrix 15,032 — Acquisition of GreenMile 12,968 — Adjustments on account of foreign exchange (6,107) 12,517 Balance at end of period 608,761 565,177 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Notes Tables | |
Schedule of Accrued Liabilities | January 31, January 31, 2022 2021 Accrued compensation and benefits 32,169 24,643 Accrued professional fees 1,318 1,188 Other accrued liabilities 22,955 13,048 56,442 38,879 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Notes Tables | |
Schedule of lease cost | Year Ended January 31, January 31, January 31, 2022 2021 2020 Operating lease cost 4,466 4,590 4,902 Short-term lease cost 432 502 866 Total operating lease cost 4,898 5,092 5,768 Year Ended January 31, January 31, January 31, 2022 2021 2020 Operating cash outflows from operating leases included in measurement of lease liabilities 4,857 4,831 4,150 New ROU assets obtained in exchange for lease obligations 2,548 2,337 6,439 January 31, January 31, 2022 2021 Weighted average remaining lease term (years) 3.3 3.8 Weighted average discount rate (%) 2.1 2.5 |
Schedule of maturities for operating lease liabilities | Years Ended January 31, Operating Leases 2023 4,349 2024 3,526 2025 2,429 2026 1,131 2027 322 2028 and thereafter 186 Total lease payments 11,943 Less: imputed interest (532) Total lease obligations 11,411 Current 4,029 Long-term 7,382 |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Notes Tables | |
Schedule of common shares outstanding | The following table sets forth the common shares outstanding (number of shares in thousands): January 31, January 31, January 31, (thousands of shares) 2022 2021 2020 Balance, beginning of year 84,494 84,156 76,865 Shares issued: Stock options and share units exercised 262 338 95 Issuance of common shares — — 6,900 Acquisitions (Note 3) — — 296 Balance, end of year 84,756 84,494 84,156 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Notes Tables | |
Schedule of computation of basic and diluted earnings per share | Year Ended January 31, January 31, January 31, 2022 2021 2020 Net income for purposes of calculating basic and diluted earnings per share 86,282 52,100 36,997 Weighted average shares outstanding 84,591 84,360 81,659 Dilutive effect of employee stock options 482 358 318 Dilutive effect of restricted and performance share units 1,127 1,038 890 Weighted average common and common equivalent shares outstanding 86,200 85,756 82,867 Earnings per share Basic 1.02 0.62 0.45 Diluted 1.00 0.61 0.45 |
Stock-based Compensation Plans
Stock-based Compensation Plans (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Notes Tables | |
Schedule of share-based payment arrangement, expensed and capitalized amount | Year Ended January 31, January 31, January 31, 2022 2021 2020 Cost of revenues 732 319 220 Sales and marketing 3,060 896 706 Research and development 1,419 404 281 General and administrative 5,806 4,694 3,702 Effect on net income 11,017 6,313 4,909 |
Schedule of Share-based payment award, valuation assumptions | Year Ended January 31, January 31, January 31, 2022 2021 2020 Expected dividend yield (%) — — — Expected volatility (%) 27.8 26.4 23.5 Risk-free rate (%) 0.7 0.7 1.4 Expected option life (years) 5 5 5 |
Schedule of the stock option activity | Weighted- Aggregate Number of Weighted- Average Intrinsic Stock Average Remaining Value Options Exercise Contractual (in Outstanding Price Life (years) millions) Balance at January 31, 2020 1,127,822 $ 26.82 4.6 $ 20.2 Granted 381,859 $ 41.51 Exercised (338,342) $ 18.43 Forfeited (23,619) $ 33.88 Balance at January 31, 2021 1,147,720 $ 33.77 4.9 $ 28.1 Granted 271,025 $ 65.03 Exercised (90,166) $ 29.38 Forfeited (9,300) $ 53.94 Balance at January 31, 2022 1,319,279 $ 42.35 4.4 $ 41.5 Vested or expected to vest at January 31, 2022 1,319,279 $ 42.35 4.4 $ 41.5 Exercisable at January 31, 2022 856,426 $ 36.91 3.9 $ 31.6 |
Schedule of share-based payment arrangement, option, exercise price range | Options Outstanding Options Exercisable Weighted Weighted Average Weighted Average Number of Remaining Average Number of Exercise Stock Contractual Exercise Stock Range of Exercise Prices Price Options Life (years) Price Options $19.78 – $23.86 $ 22.55 176,500 1.9 $ 22.55 176,500 $27.39 – $29.08 $ 29.08 191,754 3.2 $ 29.08 176,417 $40.22 – $52.38 $ 40.69 618,325 4.7 $ 40.60 414,713 $56.63 – $78.55 $ 63.59 332,700 6.1 $ 63.79 88,796 $ 42.35 1,319,279 4.4 $ 36.91 856,426 |
Schedule of Non vested share activity | Weighted- Average Number of Grant-Date Stock Options Fair Value per Outstanding Share Balance at January 31, 2020 409,653 $ 8.03 Granted 381,859 $ 10.19 Vested (266,238) $ 8.19 Forfeited (23,619) $ 4.87 Balance at January 31, 2021 501,655 $ 9.52 Granted 271,025 $ 16.77 Vested (300,527) $ 11.42 Forfeited (9,300) $ 13.54 Balance at January 31, 2022 462,853 $ 13.16 |
Schedule of Share-based payment arrangement, performance shares, outstanding activity | Weighted- Weighted- Aggregate Average Average Intrinsic Number of Granted Remaining Value PSUs Date Fair Contractual (in Outstanding Value Life (years) millions) Balance at January 31, 2020 629,874 $ 21.19 5.0 $ 28.2 Granted 85,334 $ 54.24 Performance units issued 40,665 $ 29.08 Balance at January 31, 2021 755,873 $ 25.17 4.7 $ 44.0 Granted 77,441 $ 88.11 Performance units issued 44,296 $ 36.63 Exercised (100,072) $ 9.66 Balance at January 31, 2022 777,538 $ 35.76 4.8 $ 57.4 Vested or expected to vest at January 31, 2022 777,538 $ 35.76 4.8 $ 57.4 Exercisable at January 31, 2022 561,034 $ 23.15 3.6 $ 41.4 |
Schedule of restricted stock and restricted stock unit activity | Weighted- Weighted- Average Average Aggregate Number of Granted Remaining Intrinsic RSUs Date Fair Contractual Value Outstanding Value Life (years) (in millions) Balance at January 31, 2020 374,677 $ 16.57 5.0 $ 16.8 Granted 57,518 $ 43.25 Balance at January 31, 2021 432,195 $ 19.98 4.7 $ 25.2 Granted 50,099 $ 65.33 Exercised (71,314) $ 7.14 Balance at January 31, 2022 410,980 $ 29.17 5.0 $ 30.3 Vested or expected to vest at January 31, 2022 410,980 $ 29.17 5.0 $ 30.3 Exercisable at January 31, 2022 355,765 $ 24.62 4.4 $ 26.3 |
Schedule of cash settled restricted share unit plan activity | Weighted- Average Number of Remaining CRSUs Contractual Outstanding Life (years) Balance at January 31, 2020 42,727 1.6 Granted 26,629 Vested and settled in cash (30,480) Forfeited (248) Balance at January 31, 2021 38,628 1.5 Granted 12,776 Vested and settled in cash (26,755) Forfeited (221) Balance at January 31, 2022 24,428 1.4 Non-vested at January 31, 2022 24,428 1.4 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Notes Tables | |
Schedule of Income before Income Tax, Domestic and Foreign | Year Ended January 31, January 31, January 31, 2022 2021 2020 Canada 36,312 31,307 19,557 United States 32,338 26,072 19,962 Other countries 33,960 12,990 8,516 102,610 70,369 48,035 |
Schedule of components of Income Tax Expense (Benefit) | Year Ended January 31, January 31, January 31, 2022 2021 2020 Current income tax expense Canada 1,817 1,875 1,020 United States 8,689 (3,050) 3,496 Other countries 4,308 4,921 779 14,814 3,746 5,295 Deferred income tax expense (recovery) Canada 8,381 7,047 5,008 United States 1,941 9,537 1,390 Other countries (8,808) (2,061) (655) 1,514 14,523 5,743 16,328 18,269 11,038 |
Schedule of deferred tax assets and liabilities | January 31, January 31, 2022 2021 Assets Accrued liabilities not currently deductible 5,408 4,471 Accumulated net operating losses 10,594 12,866 Corporate minimum taxes 2,346 1,596 Difference between tax and accounting basis of property and equipment 12,021 23,754 Research and development and other tax credits and expenses 1,172 1,649 Total deferred income tax assets 31,541 44,336 Liabilities Difference between tax and accounting basis of intangible assets (47,255) (45,030) Difference between tax and accounting basis of property and equipment — — Other temporary differences (2,886) (2,109) Total deferred income tax liabilities (50,141) (47,139) Net deferred income taxes (18,600) (2,803) Valuation allowance (1,961) (11,365) Net deferred income taxes, net of valuation allowance (20,561) (14,168) |
Schedule of effective income tax rate reconciliation | Year Ended January 31, January 31, January 31, 2022 2021 2020 Income before income taxes 102,610 70,369 48,033 Combined basic Canadian statutory rates 26.5 % 26.5 % 26.5 % Income tax expense based on the above rates 27,192 18,648 12,729 Increase (decrease) in income taxes resulting from: Permanent differences 3,467 875 (673) Effect of differences between Canadian and foreign tax rates (1,855) (600) (274) Effect of rate changes on current year timing differences (1,085) (1,063) (609) Adjustments relating to previous periods (569) (1,034) 94 Increase (decrease) in accruals for uncertain tax positions (849) 1,289 (1,042) Valuation allowance (9,102) 254 692 Stock based compensation — 100 352 Other, including foreign exchange (871) (200) (231) Income tax expense 16,328 18,269 11,038 |
Summary of operating loss carryforwards | Expiry year Canada United States EMEA Asia Pacific Total 2023 — — — 49 49 2024 — — — 186 186 2025 — — 40 67 107 2026 — — — — — 2027 — 417 — 352 769 Thereafter 8,022 1,473 33,054 1,553 44,102 8,022 1,890 33,094 2,207 45,213 |
Schedule of unrecognized tax benefits roll forward | January 31, January 31, 2022 2021 Liability, beginning of year 8,393 6,650 Gross increases – current period 333 2,502 Lapsing due to statutes of limitations (1,372) (759) Liability, end of year 7,354 8,393 |
Contract Balances, Performanc_2
Contract Balances, Performance Obligations and Contract Costs (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Notes Tables | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable | Deferred Revenue Balance at January 31, 2020 42,063 Recognition of previously deferred revenue (37,843) Deferral of revenue 46,386 Increases from business combinations, net 39 Effect of movements in foreign exchange 646 Balance at January 31, 2021 51,291 Recognition of previously deferred revenue (38,065) Deferral of revenue 45,234 Increases from business combinations, net 729 Effect of movements in foreign exchange (489) Balance at January 31, 2022 58,700 Current 56,780 Long-term 1,920 Contract Assets Balance at January 31, 2020 1,107 Transfers to trade receivables from contract assets (563) Increases as a result of delivered term licenses recognized as revenue during the period, net of amounts transferred to trade receivables 783 Effect of movements in foreign exchange 26 Balance at January 31, 2021 1,353 Transfers to trade receivables from contract assets (730) Increases as a result of delivered term licenses recognized as revenue during the period, net of amounts transferred to trade receivables 815 Effect of movements in foreign exchange 5 Balance at January 31, 2022 1,443 |
Other Charges (Tables)
Other Charges (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Notes Tables | |
Schedule of components of other charges | Year Ended January 31, January 31, January 31, 2022 2021 2020 Acquisition-related costs 1,904 1,981 3,457 Contingent consideration adjustments 4,458 (1,946) 340 Restructuring plans 66 2,300 — 6,428 2,335 3,797 |
Schedule of changes in restructuring plan | Workforce Reduction Office Closures Total Balance at January 31, 2020 — — — Accruals and adjustments 1,717 583 2,300 Cash draw downs (1,657) (583) (2,240) Foreign exchange 10 — 10 Balance at January 31, 2021 70 — 70 Accruals and adjustments 2 64 66 Cash draw downs (72) (64) (136) Balance at January 31, 2022 — — — |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Notes Tables | |
Schedule of cash flow changes in operating asset and liabilities | Year Ended January 31, January 31, January 31, 2022 2021 2020 Trade accounts receivable (2,884) 143 3,733 Other accounts receivable 2,042 (7,098) (2,547) Prepaid expenses and other (8,276) (5,029) (5,942) Inventory (498) 99 (345) Accounts payable 2,336 (686) 1,768 Accrued liabilities 13,760 (999) 3,265 Income taxes payable 426 3,835 (1,550) Operating leases (259) 283 546 Deferred revenue 6,142 5,877 (4,184) 12,789 (3,575) (5,256) |
Segmented Information (Tables)
Segmented Information (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Notes Tables | |
Schedule of disaggregated revenue information by geographic location of customer and revenue | Year Ended January 31, January 31, January 31, 2022 2021 2020 Revenues United States 242,086 211,232 202,814 Europe, Middle-East and Africa 128,990 94,163 82,596 Canada 36,116 29,388 27,304 Asia Pacific 17,498 13,881 13,077 424,690 348,664 325,791 |
Schedule of segment reporting information, by segment | |
Schedule of disclosure on geographic areas, long-lived assets in individual foreign countries by country | January 31, January 31, 2022 2021 Total long-lived assets United States 102,649 92,442 Europe, Middle-East and Africa 43,922 39,769 Canada 84,943 107,472 Asia Pacific 8,912 12,398 240,426 252,081 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) | 12 Months Ended | |||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | Feb. 01, 2019 | |
Foreign Currency Transaction Gain (Loss), before Tax, Total | $ 300,000 | $ 800,000 | $ 600,000 | |
Goodwill, Impairment Loss | 0 | 0 | 0 | |
Contract with Customer, Asset, after Allowance for Credit Loss, Total | 1,443,000 | 1,353,000 | $ 1,107,000 | |
Other Assets, Noncurrent, Total | 18,652,000 | 15,550,000 | ||
Deferred Income Tax Liabilities, Net, Total | 35,523,000 | 29,385,000 | ||
Retained Earnings (Accumulated Deficit), Ending Balance | 2,612,000 | (83,670,000) | ||
Operating Lease, Liability, Total | 11,411,000 | |||
Operating Lease, Right-of-Use Asset | $ 10,571,000 | $ 12,165,000 | ||
Accounting Standards Update 2016-02 [Member] | ||||
Operating Lease, Liability, Total | $ 10,400,000 | |||
Share-based Payment Arrangement, Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 5 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 7 years | |||
Performance Shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 3 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 3 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years | |||
Deferred Share Unit Plan [Member] | ||||
Base Annual Fee, Percent | 50.00% | |||
Equipment [Member] | ||||
Property, Plant and Equipment, Useful Life (Year) | 3 years | |||
Minimum [Member] | ||||
Costs to Obtain a Contract with a Customer, Period of Benefit Including Renewals (Year) | 4 years | |||
Minimum [Member] | Directors and Officers [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 3 years | |||
Minimum [Member] | Cash-Settled Restricted Share Plan [Member] | ||||
Cash Settled Restricted Share Units, Vesting Period (Year) | 3 years | |||
Minimum [Member] | Computer Equipment [Member] | ||||
Property, Plant and Equipment, Useful Life (Year) | 1 year | |||
Minimum [Member] | Furniture and Fixtures [Member] | ||||
Property, Plant and Equipment, Useful Life (Year) | 3 years | |||
Maximum [Member] | ||||
Costs to Obtain a Contract with a Customer, Period of Benefit Including Renewals (Year) | 6 years | |||
Maximum [Member] | Directors and Officers [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 5 years | |||
Maximum [Member] | Cash-Settled Restricted Share Plan [Member] | ||||
Cash Settled Restricted Share Units, Vesting Period (Year) | 5 years | |||
Maximum [Member] | Computer Equipment [Member] | ||||
Property, Plant and Equipment, Useful Life (Year) | 13 years | |||
Maximum [Member] | Furniture and Fixtures [Member] | ||||
Property, Plant and Equipment, Useful Life (Year) | 14 years | |||
Customer agreements and relationships | Minimum [Member] | ||||
Finite-Lived Intangible Asset, Useful Life (Year) | 2 years | |||
Customer agreements and relationships | Maximum [Member] | ||||
Finite-Lived Intangible Asset, Useful Life (Year) | 20 years | |||
Existing Technology [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Asset, Useful Life (Year) | 4 years | |||
Existing Technology [Member] | Maximum [Member] | ||||
Finite-Lived Intangible Asset, Useful Life (Year) | 12 years | |||
Trade names | Minimum [Member] | ||||
Finite-Lived Intangible Asset, Useful Life (Year) | 3 years | |||
Trade names | Maximum [Member] | ||||
Finite-Lived Intangible Asset, Useful Life (Year) | 15 years | |||
Non-compete covenants | Minimum [Member] | ||||
Finite-Lived Intangible Asset, Useful Life (Year) | 2 years | |||
Non-compete covenants | Maximum [Member] | ||||
Finite-Lived Intangible Asset, Useful Life (Year) | 12 years |
Acquisitions (Details)
Acquisitions (Details) shares in Thousands, $ in Thousands, € in Millions, $ in Millions | Jul. 08, 2021USD ($) | May 07, 2021USD ($) | May 07, 2021EUR (€) | Feb. 26, 2021USD ($) | Nov. 06, 2020USD ($) | Jun. 10, 2020USD ($) | Feb. 21, 2020USD ($) | Aug. 20, 2019USD ($) | Jun. 27, 2019USD ($) | May 10, 2019USD ($) | Feb. 12, 2019USD ($)shares | Jan. 31, 2022USD ($) | Jan. 31, 2021USD ($) | Jan. 31, 2020USD ($)shares | Nov. 06, 2020CAD ($) |
Net of cash acquired | $ 90,278 | $ 48,403 | $ 292,053 | ||||||||||||
Business Combination, Contingent Consideration, Liability, Total | 12,990 | 4,671 | |||||||||||||
Business Combination, Acquisition Related Costs | 1,904 | 1,981 | 3,457 | ||||||||||||
Peoplevox [Member] | |||||||||||||||
Net of cash acquired | $ 24,100 | 24,137 | |||||||||||||
Business Combination, Acquired Receivables, Gross Contractual Amount | 400 | ||||||||||||||
Business Combination, Acquired Receivable, Fair Value | $ 400 | ||||||||||||||
Business Combination, Consideration Transferred, Total | 24,095 | ||||||||||||||
Kontainers [Member] | |||||||||||||||
Net of cash acquired | $ 5,200 | 5,237 | |||||||||||||
Business Combination, Acquired Receivables, Gross Contractual Amount | 200 | ||||||||||||||
Business Combination, Acquired Receivable, Fair Value | 200 | ||||||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 6,000 | ||||||||||||||
Business Combination, Contingent Consideration Arrangements, Period for Revenue Performance Targets (Year) | 2 years | ||||||||||||||
Business Combination, Contingent Consideration, Liability, Total | $ 1,400 | ||||||||||||||
Business Combination, Consideration Transferred, Total | 6,664 | ||||||||||||||
ShipTrack [Member] | |||||||||||||||
Net of cash acquired | $ 19,000 | 19,029 | |||||||||||||
Business Combination, Acquired Receivables, Gross Contractual Amount | 1,700 | ||||||||||||||
Business Combination, Acquired Receivable, Fair Value | $ 1,700 | ||||||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 25 | ||||||||||||||
Business Combination, Contingent Consideration Arrangements, Period for Revenue Performance Targets (Year) | 2 years | ||||||||||||||
Business Combination, Contingent Consideration, Liability, Total | $ 2,800 | ||||||||||||||
Business Combination, Consideration Transferred, Total | 21,918 | ||||||||||||||
QuestaWeb [Member] | |||||||||||||||
Net of cash acquired | $ 35,900 | 35,860 | |||||||||||||
Business Combination, Acquired Receivables, Gross Contractual Amount | 600 | ||||||||||||||
Business Combination, Acquired Receivable, Fair Value | 500 | ||||||||||||||
Business Combination, Acquired Receivables, Estimated Uncollectible | $ 100 | ||||||||||||||
Business Combination, Consideration Transferred, Total | 35,877 | ||||||||||||||
Portrix [Member] | |||||||||||||||
Net of cash acquired | $ 25,200 | € 20.7 | 25,188 | ||||||||||||
Business Combination, Acquired Receivables, Gross Contractual Amount | 700 | ||||||||||||||
Business Combination, Acquired Receivable, Fair Value | $ 700 | ||||||||||||||
Business Combination, Consideration Transferred, Total | 25,134 | ||||||||||||||
GreenMile [Member] | |||||||||||||||
Net of cash acquired | $ 29,200 | 29,230 | |||||||||||||
Business Combination, Acquired Receivables, Gross Contractual Amount | 1,100 | ||||||||||||||
Business Combination, Acquired Receivable, Fair Value | 1,000 | ||||||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 10,000 | ||||||||||||||
Business Combination, Contingent Consideration Arrangements, Period for Revenue Performance Targets (Year) | 2 years | ||||||||||||||
Business Combination, Contingent Consideration, Liability, Total | $ 3,300 | ||||||||||||||
Business Combination, Acquired Receivables, Estimated Uncollectible | $ 100 | ||||||||||||||
Business Combination, Consideration Transferred, Total | 32,261 | ||||||||||||||
The 2021 Acquisitions [Member] | |||||||||||||||
Net of cash acquired | 48,403 | ||||||||||||||
Business Combination, Consideration Transferred, Total | $ 52,677 | ||||||||||||||
Acquisitions 2022 [Member] | |||||||||||||||
Business Combination, Acquisition Related Costs | 900 | ||||||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 12,000 | ||||||||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ 1,300 | ||||||||||||||
Visual Compliance [Member] | |||||||||||||||
Net of cash acquired | $ 248,900 | $ 239,863 | |||||||||||||
Business Combination, Acquired Receivables, Gross Contractual Amount | 6,400 | ||||||||||||||
Business Combination, Acquired Receivable, Fair Value | $ 5,200 | ||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | shares | 300 | 296 | |||||||||||||
Business Combination, Acquired Receivables, Estimated Uncollectible | $ 1,200 | ||||||||||||||
Business Combination, Consideration Transferred, Total | $ 250,055 | ||||||||||||||
Core Transport Technologies NZ Limited [Member] | |||||||||||||||
Net of cash acquired | $ 21,800 | 21,833 | |||||||||||||
Business Combination, Acquired Receivables, Gross Contractual Amount | 400 | ||||||||||||||
Business Combination, Acquired Receivable, Fair Value | 400 | ||||||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 9,000 | ||||||||||||||
Business Combination, Contingent Consideration Arrangements, Period for Revenue Performance Targets (Year) | 2 years | ||||||||||||||
Business Combination, Contingent Consideration, Liability, Total | $ 1,500 | ||||||||||||||
Business Combination, Consideration Transferred, Total | 23,345 | ||||||||||||||
STEPcom [Member] | |||||||||||||||
Net of cash acquired | $ 18,600 | 18,639 | |||||||||||||
Business Combination, Acquired Receivables, Gross Contractual Amount | 900 | ||||||||||||||
Business Combination, Acquired Receivable, Fair Value | 800 | ||||||||||||||
Business Combination, Acquired Receivables, Estimated Uncollectible | $ 100 | ||||||||||||||
Business Combination, Consideration Transferred, Total | 18,889 | ||||||||||||||
BestTransport [Member] | |||||||||||||||
Net of cash acquired | $ 11,700 | 11,718 | |||||||||||||
Business Combination, Acquired Receivables, Gross Contractual Amount | 600 | ||||||||||||||
Business Combination, Acquired Receivable, Fair Value | $ 600 | ||||||||||||||
Business Combination, Consideration Transferred, Total | $ 11,718 |
Acquisitions - Preliminary Purc
Acquisitions - Preliminary Purchase Price Allocation for Businesses Acquired (Details) $ in Thousands, € in Millions | Jul. 08, 2021USD ($) | May 07, 2021USD ($) | May 07, 2021EUR (€) | Feb. 26, 2021USD ($) | Nov. 06, 2020USD ($) | Jun. 10, 2020USD ($) | Feb. 21, 2020USD ($) | Aug. 20, 2019USD ($) | Jun. 27, 2019USD ($) | May 10, 2019USD ($) | Feb. 12, 2019USD ($) | Jan. 31, 2022USD ($) | Jan. 31, 2021USD ($) | Jan. 31, 2020USD ($) |
Cash, net of cash acquired | $ 90,278 | $ 48,403 | $ 292,053 | |||||||||||
Goodwill | 608,761 | 565,177 | 523,690 | |||||||||||
Cash, net of cash acquired | 90,278 | 48,403 | 292,053 | |||||||||||
Peoplevox [Member] | ||||||||||||||
Cash, net of cash acquired | $ 24,100 | 24,137 | ||||||||||||
Net working capital adjustments (receivable) / payable | (42) | |||||||||||||
Purchase price consideration | 24,095 | |||||||||||||
Current assets, excluding cash acquired | 485 | |||||||||||||
Current liabilities | (776) | |||||||||||||
Deferred revenue | (748) | |||||||||||||
Deferred income tax liability | (1,615) | |||||||||||||
Net tangible assets (liabilities) assumed | (2,654) | |||||||||||||
Goodwill | 15,182 | |||||||||||||
Cash, net of cash acquired | $ 24,100 | 24,137 | ||||||||||||
Peoplevox [Member] | Customer agreements and relationships | ||||||||||||||
Finite-lived intangible assets acquired | 3,631 | |||||||||||||
Peoplevox [Member] | Existing Technology [Member] | ||||||||||||||
Finite-lived intangible assets acquired | 7,651 | |||||||||||||
Peoplevox [Member] | Non-compete covenants | ||||||||||||||
Finite-lived intangible assets acquired | 285 | |||||||||||||
Kontainers [Member] | ||||||||||||||
Cash, net of cash acquired | $ 5,200 | 5,237 | ||||||||||||
Consideration payable | 100 | |||||||||||||
Contingent consideration | 1,414 | |||||||||||||
Net working capital adjustments (receivable) / payable | (87) | |||||||||||||
Purchase price consideration | 6,664 | |||||||||||||
Current assets, excluding cash acquired | 469 | |||||||||||||
Current liabilities | (1,074) | |||||||||||||
Deferred revenue | (102) | |||||||||||||
Net tangible assets (liabilities) assumed | (707) | |||||||||||||
Goodwill | 3,461 | |||||||||||||
Cash, net of cash acquired | $ 5,200 | 5,237 | ||||||||||||
Kontainers [Member] | Customer agreements and relationships | ||||||||||||||
Finite-lived intangible assets acquired | 800 | |||||||||||||
Kontainers [Member] | Existing Technology [Member] | ||||||||||||||
Finite-lived intangible assets acquired | 3,000 | |||||||||||||
Kontainers [Member] | Trade names | ||||||||||||||
Finite-lived intangible assets acquired | 30 | |||||||||||||
Kontainers [Member] | Non-compete covenants | ||||||||||||||
Finite-lived intangible assets acquired | 80 | |||||||||||||
ShipTrack [Member] | ||||||||||||||
Cash, net of cash acquired | $ 19,000 | 19,029 | ||||||||||||
Contingent consideration | 2,825 | |||||||||||||
Net working capital adjustments (receivable) / payable | 64 | |||||||||||||
Purchase price consideration | 21,918 | |||||||||||||
Current assets, excluding cash acquired | 1,853 | |||||||||||||
Right-of-use assets | 151 | |||||||||||||
Current liabilities | (693) | |||||||||||||
Deferred revenue | (204) | |||||||||||||
Lease obligations | (151) | |||||||||||||
Deferred income tax liability | (4,012) | |||||||||||||
Debt | (728) | |||||||||||||
Net tangible assets (liabilities) assumed | (3,784) | |||||||||||||
Goodwill | 10,327 | |||||||||||||
Cash, net of cash acquired | $ 19,000 | 19,029 | ||||||||||||
ShipTrack [Member] | Customer agreements and relationships | ||||||||||||||
Finite-lived intangible assets acquired | 3,905 | |||||||||||||
ShipTrack [Member] | Existing Technology [Member] | ||||||||||||||
Finite-lived intangible assets acquired | 11,102 | |||||||||||||
ShipTrack [Member] | Trade names | ||||||||||||||
Finite-lived intangible assets acquired | 77 | |||||||||||||
ShipTrack [Member] | Non-compete covenants | ||||||||||||||
Finite-lived intangible assets acquired | 291 | |||||||||||||
QuestaWeb [Member] | ||||||||||||||
Cash, net of cash acquired | $ 35,900 | 35,860 | ||||||||||||
Net working capital adjustments (receivable) / payable | 17 | |||||||||||||
Purchase price consideration | 35,877 | |||||||||||||
Current assets, excluding cash acquired | 714 | |||||||||||||
Right-of-use assets | 123 | |||||||||||||
Current liabilities | (170) | |||||||||||||
Deferred revenue | (736) | |||||||||||||
Lease obligations | (123) | |||||||||||||
Net tangible assets (liabilities) assumed | (114) | |||||||||||||
Goodwill | 21,691 | |||||||||||||
Cash, net of cash acquired | $ 35,900 | 35,860 | ||||||||||||
Property and equipment | 78 | |||||||||||||
QuestaWeb [Member] | Customer agreements and relationships | ||||||||||||||
Finite-lived intangible assets acquired | 4,800 | |||||||||||||
QuestaWeb [Member] | Existing Technology [Member] | ||||||||||||||
Finite-lived intangible assets acquired | 8,900 | |||||||||||||
QuestaWeb [Member] | Trade names | ||||||||||||||
Finite-lived intangible assets acquired | 100 | |||||||||||||
QuestaWeb [Member] | Non-compete covenants | ||||||||||||||
Finite-lived intangible assets acquired | 500 | |||||||||||||
Portrix [Member] | ||||||||||||||
Cash, net of cash acquired | $ 25,200 | € 20.7 | 25,188 | |||||||||||
Net working capital adjustments (receivable) / payable | (54) | |||||||||||||
Purchase price consideration | 25,134 | |||||||||||||
Current assets, excluding cash acquired | 810 | |||||||||||||
Right-of-use assets | 374 | |||||||||||||
Current liabilities | (871) | |||||||||||||
Deferred revenue | (499) | |||||||||||||
Lease obligations | (374) | |||||||||||||
Deferred income tax liability | (5,185) | |||||||||||||
Debt | (1,062) | |||||||||||||
Net tangible assets (liabilities) assumed | (6,807) | |||||||||||||
Goodwill | 15,032 | |||||||||||||
Cash, net of cash acquired | $ 25,200 | € 20.7 | 25,188 | |||||||||||
Portrix [Member] | Customer agreements and relationships | ||||||||||||||
Finite-lived intangible assets acquired | 4,014 | |||||||||||||
Portrix [Member] | Existing Technology [Member] | ||||||||||||||
Finite-lived intangible assets acquired | 12,286 | |||||||||||||
Portrix [Member] | Trade names | ||||||||||||||
Finite-lived intangible assets acquired | 122 | |||||||||||||
Portrix [Member] | Non-compete covenants | ||||||||||||||
Finite-lived intangible assets acquired | 487 | |||||||||||||
GreenMile [Member] | ||||||||||||||
Cash, net of cash acquired | $ 29,200 | 29,230 | ||||||||||||
Contingent consideration | 3,339 | |||||||||||||
Net working capital adjustments (receivable) / payable | (308) | |||||||||||||
Purchase price consideration | 32,261 | |||||||||||||
Current assets, excluding cash acquired | 2,186 | |||||||||||||
Current liabilities | (1,498) | |||||||||||||
Deferred revenue | (909) | |||||||||||||
Long-term income taxes payable | (365) | |||||||||||||
Deferred income tax liability | (752) | |||||||||||||
Net tangible assets (liabilities) assumed | (1,007) | |||||||||||||
Goodwill | 12,968 | |||||||||||||
Cash, net of cash acquired | $ 29,200 | 29,230 | ||||||||||||
Property and equipment | 89 | |||||||||||||
Other long-term assets | 242 | |||||||||||||
GreenMile [Member] | Customer agreements and relationships | ||||||||||||||
Finite-lived intangible assets acquired | 5,700 | |||||||||||||
GreenMile [Member] | Existing Technology [Member] | ||||||||||||||
Finite-lived intangible assets acquired | 14,000 | |||||||||||||
GreenMile [Member] | Trade names | ||||||||||||||
Finite-lived intangible assets acquired | 100 | |||||||||||||
GreenMile [Member] | Non-compete covenants | ||||||||||||||
Finite-lived intangible assets acquired | 500 | |||||||||||||
The 2021 Acquisitions [Member] | ||||||||||||||
Cash, net of cash acquired | 48,403 | |||||||||||||
Consideration payable | 100 | |||||||||||||
Contingent consideration | 4,239 | |||||||||||||
Net working capital adjustments (receivable) / payable | (65) | |||||||||||||
Purchase price consideration | 52,677 | |||||||||||||
Current assets, excluding cash acquired | 2,807 | |||||||||||||
Right-of-use assets | 151 | |||||||||||||
Current liabilities | (2,543) | |||||||||||||
Deferred revenue | (1,054) | |||||||||||||
Lease obligations | (151) | |||||||||||||
Deferred income tax liability | (5,627) | |||||||||||||
Debt | (728) | |||||||||||||
Net tangible assets (liabilities) assumed | (7,145) | |||||||||||||
Goodwill | 28,970 | |||||||||||||
Cash, net of cash acquired | 48,403 | |||||||||||||
The 2021 Acquisitions [Member] | Customer agreements and relationships | ||||||||||||||
Finite-lived intangible assets acquired | 8,336 | |||||||||||||
The 2021 Acquisitions [Member] | Existing Technology [Member] | ||||||||||||||
Finite-lived intangible assets acquired | 21,753 | |||||||||||||
The 2021 Acquisitions [Member] | Trade names | ||||||||||||||
Finite-lived intangible assets acquired | 107 | |||||||||||||
The 2021 Acquisitions [Member] | Non-compete covenants | ||||||||||||||
Finite-lived intangible assets acquired | $ 656 | |||||||||||||
Visual Compliance [Member] | ||||||||||||||
Cash, net of cash acquired | $ 248,900 | 239,863 | ||||||||||||
Net working capital adjustments (receivable) / payable | 1,147 | |||||||||||||
Purchase price consideration | 250,055 | |||||||||||||
Current assets, excluding cash acquired | 6,403 | |||||||||||||
Right-of-use assets | 1,188 | |||||||||||||
Current liabilities | (840) | |||||||||||||
Deferred revenue | (10,267) | |||||||||||||
Lease obligations | (1,188) | |||||||||||||
Deferred income tax liability | (282) | |||||||||||||
Net tangible assets (liabilities) assumed | 25,968 | |||||||||||||
Goodwill | 118,785 | |||||||||||||
Cash, net of cash acquired | $ 248,900 | 239,863 | ||||||||||||
Common shares issued | 9,045 | |||||||||||||
Property and equipment | 30 | |||||||||||||
Deferred income tax asset | 30,924 | |||||||||||||
Visual Compliance [Member] | Customer agreements and relationships | ||||||||||||||
Finite-lived intangible assets acquired | 32,186 | |||||||||||||
Visual Compliance [Member] | Existing Technology [Member] | ||||||||||||||
Finite-lived intangible assets acquired | 69,422 | |||||||||||||
Visual Compliance [Member] | Trade names | ||||||||||||||
Finite-lived intangible assets acquired | 528 | |||||||||||||
Visual Compliance [Member] | Non-compete covenants | ||||||||||||||
Finite-lived intangible assets acquired | 3,166 | |||||||||||||
Core Transport Technologies NZ Limited [Member] | ||||||||||||||
Cash, net of cash acquired | $ 21,800 | 21,833 | ||||||||||||
Contingent consideration | 1,450 | |||||||||||||
Net working capital adjustments (receivable) / payable | 62 | |||||||||||||
Purchase price consideration | 23,345 | |||||||||||||
Current assets, excluding cash acquired | 689 | |||||||||||||
Right-of-use assets | 68 | |||||||||||||
Current liabilities | (352) | |||||||||||||
Deferred revenue | (278) | |||||||||||||
Lease obligations | (68) | |||||||||||||
Deferred income tax liability | (3,332) | |||||||||||||
Net tangible assets (liabilities) assumed | (1,225) | |||||||||||||
Goodwill | 12,670 | |||||||||||||
Cash, net of cash acquired | $ 21,800 | 21,833 | ||||||||||||
Property and equipment | 2,048 | |||||||||||||
Core Transport Technologies NZ Limited [Member] | Customer agreements and relationships | ||||||||||||||
Finite-lived intangible assets acquired | 4,600 | |||||||||||||
Core Transport Technologies NZ Limited [Member] | Existing Technology [Member] | ||||||||||||||
Finite-lived intangible assets acquired | 6,800 | |||||||||||||
Core Transport Technologies NZ Limited [Member] | Trade names | ||||||||||||||
Finite-lived intangible assets acquired | 200 | |||||||||||||
Core Transport Technologies NZ Limited [Member] | Non-compete covenants | ||||||||||||||
Finite-lived intangible assets acquired | 300 | |||||||||||||
STEPcom [Member] | ||||||||||||||
Cash, net of cash acquired | $ 18,600 | 18,639 | ||||||||||||
Net working capital adjustments (receivable) / payable | 250 | |||||||||||||
Purchase price consideration | 18,889 | |||||||||||||
Current assets, excluding cash acquired | 1,470 | |||||||||||||
Right-of-use assets | 232 | |||||||||||||
Current liabilities | (874) | |||||||||||||
Deferred revenue | (813) | |||||||||||||
Lease obligations | (232) | |||||||||||||
Deferred income tax liability | (2,316) | |||||||||||||
Net tangible assets (liabilities) assumed | (2,276) | |||||||||||||
Goodwill | 10,019 | |||||||||||||
Cash, net of cash acquired | $ 18,600 | 18,639 | ||||||||||||
Property and equipment | 257 | |||||||||||||
STEPcom [Member] | Customer agreements and relationships | ||||||||||||||
Finite-lived intangible assets acquired | 10,839 | |||||||||||||
STEPcom [Member] | Trade names | ||||||||||||||
Finite-lived intangible assets acquired | 102 | |||||||||||||
STEPcom [Member] | Non-compete covenants | ||||||||||||||
Finite-lived intangible assets acquired | 205 | |||||||||||||
BestTransport [Member] | ||||||||||||||
Cash, net of cash acquired | $ 11,700 | 11,718 | ||||||||||||
Purchase price consideration | 11,718 | |||||||||||||
Current assets, excluding cash acquired | 815 | |||||||||||||
Right-of-use assets | 194 | |||||||||||||
Current liabilities | (284) | |||||||||||||
Deferred revenue | (9) | |||||||||||||
Lease obligations | (194) | |||||||||||||
Deferred income tax liability | (1,352) | |||||||||||||
Net tangible assets (liabilities) assumed | (795) | |||||||||||||
Goodwill | 5,513 | |||||||||||||
Cash, net of cash acquired | $ 11,700 | 11,718 | ||||||||||||
Property and equipment | 35 | |||||||||||||
BestTransport [Member] | Customer agreements and relationships | ||||||||||||||
Finite-lived intangible assets acquired | 3,000 | |||||||||||||
BestTransport [Member] | Existing Technology [Member] | ||||||||||||||
Finite-lived intangible assets acquired | 3,800 | |||||||||||||
BestTransport [Member] | Trade names | ||||||||||||||
Finite-lived intangible assets acquired | 50 | |||||||||||||
BestTransport [Member] | Non-compete covenants | ||||||||||||||
Finite-lived intangible assets acquired | 150 | |||||||||||||
The 2020 Acquisitions [Member] | ||||||||||||||
Cash, net of cash acquired | 292,053 | |||||||||||||
Contingent consideration | 1,450 | |||||||||||||
Net working capital adjustments (receivable) / payable | 1,459 | |||||||||||||
Purchase price consideration | 304,007 | |||||||||||||
Current assets, excluding cash acquired | 9,377 | |||||||||||||
Right-of-use assets | 1,682 | |||||||||||||
Current liabilities | (2,350) | |||||||||||||
Deferred revenue | (11,367) | |||||||||||||
Lease obligations | (1,682) | |||||||||||||
Deferred income tax liability | (7,282) | |||||||||||||
Net tangible assets (liabilities) assumed | 21,672 | |||||||||||||
Goodwill | 146,987 | |||||||||||||
Cash, net of cash acquired | 292,053 | |||||||||||||
Common shares issued | 9,045 | |||||||||||||
Property and equipment | 2,370 | |||||||||||||
Deferred income tax asset | 30,924 | |||||||||||||
The 2020 Acquisitions [Member] | Customer agreements and relationships | ||||||||||||||
Finite-lived intangible assets acquired | 50,625 | |||||||||||||
The 2020 Acquisitions [Member] | Existing Technology [Member] | ||||||||||||||
Finite-lived intangible assets acquired | 80,022 | |||||||||||||
The 2020 Acquisitions [Member] | Trade names | ||||||||||||||
Finite-lived intangible assets acquired | 880 | |||||||||||||
The 2020 Acquisitions [Member] | Non-compete covenants | ||||||||||||||
Finite-lived intangible assets acquired | $ 3,821 | |||||||||||||
The 2022 Acquisitions [Member] | ||||||||||||||
Cash, net of cash acquired | 90,278 | |||||||||||||
Contingent consideration | 3,339 | |||||||||||||
Net working capital adjustments (receivable) / payable | (345) | |||||||||||||
Purchase price consideration | 93,272 | |||||||||||||
Current assets, excluding cash acquired | 3,710 | |||||||||||||
Right-of-use assets | 497 | |||||||||||||
Current liabilities | (2,539) | |||||||||||||
Deferred revenue | (2,144) | |||||||||||||
Long-term income taxes payable | (365) | |||||||||||||
Lease obligations | (497) | |||||||||||||
Deferred income tax liability | (5,937) | |||||||||||||
Debt | (1,062) | |||||||||||||
Net tangible assets (liabilities) assumed | (7,928) | |||||||||||||
Goodwill | 49,691 | |||||||||||||
Cash, net of cash acquired | 90,278 | |||||||||||||
Property and equipment | 167 | |||||||||||||
Other long-term assets | 242 | |||||||||||||
The 2022 Acquisitions [Member] | Customer agreements and relationships | ||||||||||||||
Finite-lived intangible assets acquired | 14,514 | |||||||||||||
The 2022 Acquisitions [Member] | Existing Technology [Member] | ||||||||||||||
Finite-lived intangible assets acquired | 35,186 | |||||||||||||
The 2022 Acquisitions [Member] | Trade names | ||||||||||||||
Finite-lived intangible assets acquired | 322 | |||||||||||||
The 2022 Acquisitions [Member] | Non-compete covenants | ||||||||||||||
Finite-lived intangible assets acquired | $ 1,487 |
Acquisitions - Preliminary Pu_2
Acquisitions - Preliminary Purchase Price Allocation for Businesses Acquired (Details) (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Peoplevox [Member] | |||
Cash acquired | $ 1,634 | ||
Kontainers [Member] | |||
Cash acquired | 13 | ||
ShipTrack [Member] | |||
Cash acquired | $ 529 | ||
QuestaWeb [Member] | |||
Cash acquired | $ 2,097 | ||
Portrix [Member] | |||
Cash acquired | 200 | ||
GreenMile [Member] | |||
Cash acquired | $ 1,552 | ||
Visual Compliance [Member] | |||
Cash acquired | $ 170 | ||
Core Transport Technologies NZ Limited [Member] | |||
Cash acquired | 213 | ||
STEPcom [Member] | |||
Cash acquired | 2,700 | ||
BestTransport [Member] | |||
Cash acquired | $ 507 |
Acquisitions - Acquired Intangi
Acquisitions - Acquired Intangible Assets Useful Lives (Details) | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Customer agreements and relationships | Peoplevox [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 10 years | ||
Customer agreements and relationships | Kontainers [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 12 years | ||
Customer agreements and relationships | ShipTrack [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 13 years | ||
Customer agreements and relationships | QuestaWeb [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 13 years | ||
Customer agreements and relationships | Portrix [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 13 years | ||
Customer agreements and relationships | GreenMile [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 13 years | ||
Customer agreements and relationships | Visual Compliance [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 14 years | ||
Customer agreements and relationships | Core Transport Technologies NZ Limited [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 13 years | ||
Customer agreements and relationships | STEPcom [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 9 years | ||
Customer agreements and relationships | BestTransport [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 12 years | ||
Existing Technology [Member] | Peoplevox [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 6 years | ||
Existing Technology [Member] | Kontainers [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 5 years | ||
Existing Technology [Member] | ShipTrack [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 6 years | ||
Existing Technology [Member] | QuestaWeb [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 6 years | ||
Existing Technology [Member] | Portrix [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 6 years | ||
Existing Technology [Member] | GreenMile [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 6 years | ||
Existing Technology [Member] | Visual Compliance [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 7 years | ||
Existing Technology [Member] | Core Transport Technologies NZ Limited [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 6 years | ||
Existing Technology [Member] | BestTransport [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 6 years | ||
Trade names | Kontainers [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 3 years | ||
Trade names | ShipTrack [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 3 years | ||
Trade names | QuestaWeb [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 3 years | ||
Trade names | Portrix [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 3 years | ||
Trade names | GreenMile [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 3 years | ||
Trade names | Visual Compliance [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 5 years | ||
Trade names | Core Transport Technologies NZ Limited [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 8 years | ||
Trade names | STEPcom [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 3 years | ||
Trade names | BestTransport [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 3 years | ||
Non-compete covenants | Peoplevox [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 5 years | ||
Non-compete covenants | Kontainers [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 5 years | ||
Non-compete covenants | ShipTrack [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 5 years | ||
Non-compete covenants | QuestaWeb [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 5 years | ||
Non-compete covenants | Portrix [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 2 years | ||
Non-compete covenants | GreenMile [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 5 years | ||
Non-compete covenants | Visual Compliance [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 5 years | ||
Non-compete covenants | Core Transport Technologies NZ Limited [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 5 years | ||
Non-compete covenants | STEPcom [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 3 years | ||
Non-compete covenants | BestTransport [Member] | |||
Acquired intangible assets estimated useful lives (Year) | 2 years |
Acquisitions - Pro Forma Result
Acquisitions - Pro Forma Results of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Revenues | $ 429,531 | $ 369,271 | $ 354,484 |
Net income | $ 85,549 | $ 48,788 | $ 30,933 |
EARNINGS PER SHARE (Note 16) | |||
Basic (in dollars per share) | $ 1.01 | $ 0.58 | $ 0.38 |
Diluted (in dollars per share) | $ 0.99 | $ 0.57 | $ 0.37 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Jan. 31, 2022USD ($)$ / sharesshares | Jan. 31, 2021USD ($) | Jan. 31, 2020USD ($) | |
Derivative Instrument, Shares of Common Stock Held (in shares) | shares | 252,011 | ||
Derivative Instrument, Common Shares Held, Per Share (in dollars per share) | $ / shares | $ 29.55 | ||
Measurement Input, Long-term Revenue Growth Rate [Member] | Minimum [Member] | |||
Estimated fair value consideration percentage | 11 | ||
Measurement Input, Long-term Revenue Growth Rate [Member] | Maximum [Member] | |||
Estimated fair value consideration percentage | 13 | ||
Measurement Input, Discount Rate [Member] | Minimum [Member] | |||
Estimated fair value consideration percentage | 11 | ||
Measurement Input, Discount Rate [Member] | Maximum [Member] | |||
Estimated fair value consideration percentage | 13 | ||
General and Administrative Expense [Member] | |||
Derivative, Gain on Derivatives | $ | $ 2.9 | $ 3.4 | $ 4 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative Instruments at Fair Value (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Equity derivative contracts | $ 10,863 | $ 8,001 |
Contingent consideration | 12,990 | 4,671 |
Level 2 | ||
Equity derivative contracts | 10,863 | 8,001 |
Level 3 | ||
Contingent consideration | $ 12,990 | $ 4,671 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in fair value measurements (Details) - Level 3 - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at the beginning | $ 4,671 | $ 1,924 |
Increase from acquisitions | 3,339 | 4,239 |
Cash payments | (95) | |
Charges through profit or loss | 5,070 | (1,731) |
Effect of movements in foreign exchange | (90) | 334 |
Balance at the end | $ 12,990 | $ 4,671 |
Trade Accounts Receivable - Tra
Trade Accounts Receivable - Trade Receivables (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 |
Trade accounts receivable | $ 43,565 | $ 39,536 | |
Less: Provision for credit losses | (1,860) | (2,330) | $ (2,003) |
Accounts Receivable, after Allowance for Credit Loss, Current, Total | $ 41,705 | $ 37,206 |
Trade Accounts Receivable (Deta
Trade Accounts Receivable (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Unbilled Receivables, Current | $ 0.5 | $ 0.3 |
Percentage of account receivable | 10.00% | 10.00% |
Trade Accounts Receivable - Pro
Trade Accounts Receivable - Provision for Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Balance | $ 2,330 | $ 2,003 |
Current period provision for expected losses | 1,007 | 1,681 |
Write-offs charged against the provision | (1,456) | (1,418) |
Effect of movements in foreign exchange | (21) | 64 |
Balance | $ 1,860 | $ 2,330 |
Other Receivables (Details)
Other Receivables (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Net working capital adjustments receivable from acquisitions | $ 309 | $ 237 |
Other receivables | 13,766 | 14,593 |
Other Receivables, Net, Current, Total | $ 14,075 | $ 14,830 |
Other Receivables - Additional
Other Receivables - Additional Information (Details) - USD ($) $ in Millions | Jan. 31, 2022 | Jan. 31, 2021 |
Amounts Recoverable from Funds Held in Escrow | $ 0.3 | $ 0.2 |
Property and Equipment - Proper
Property and Equipment - Property and Equipment (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Cost | $ 45,471 | $ 42,422 |
Accumulated amortization | 34,654 | 30,333 |
Net | 10,817 | 12,089 |
Computer Equipment [Member] | ||
Cost | 40,937 | 37,469 |
Accumulated amortization | 31,660 | 28,123 |
Furniture and Fixtures [Member] | ||
Cost | 1,553 | 1,494 |
Accumulated amortization | 1,257 | 1,081 |
Leasehold Improvements [Member] | ||
Cost | 822 | 807 |
Accumulated amortization | 531 | 401 |
Equipment Installed With Customers [Member] | ||
Cost | 1,635 | 1,654 |
Accumulated amortization | 1,206 | 728 |
Asset under Construction [Member] | ||
Cost | $ 524 | $ 998 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Intangible assets, cost | $ 599,157 | $ 555,423 |
Intangible assets, amortization cost | 369,548 | 315,431 |
Intangible assets. net | 229,609 | 239,992 |
Customer agreements and relationships | ||
Intangible assets, cost | 251,402 | 240,479 |
Intangible assets, amortization cost | 135,380 | 119,361 |
Existing technology | ||
Intangible assets, cost | 326,411 | 295,161 |
Intangible assets, amortization cost | 218,953 | 183,539 |
Trade names | ||
Intangible assets, cost | 9,038 | 8,844 |
Intangible assets, amortization cost | 6,677 | 5,996 |
Non-compete covenants | ||
Intangible assets, cost | 12,306 | 10,939 |
Intangible assets, amortization cost | $ 8,538 | $ 6,535 |
Intangible Assets - Additional
Intangible Assets - Additional information (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Finite-Lived Intangible Assets, Net, Ending Balance | $ 229,609 | $ 239,992 |
Finite-Lived Intangible Asset, Expected Amortization, Year One | 53,400 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 41,200 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Three | 38,400 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Four | 34,100 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Five | 19,300 | |
Finite-Lived Intangible Asset, Expected Amortization, after Year Five | $ 43,200 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Balance | $ 565,177 | $ 523,690 |
Adjustments on account of foreign exchange | (6,107) | 12,517 |
Balance | 608,761 | 565,177 |
Visual Compliance [Member] | ||
Balance | 118,785 | |
Core Transport Technologies NZ Limited [Member] | ||
Balance | 12,670 | |
STEPcom [Member] | ||
Balance | 10,019 | |
BestTransport [Member] | ||
Balance | 5,513 | |
Peoplevox [Member] | ||
Balance | 15,182 | |
Goodwill Acquired During Period | 15,182 | |
Balance | 15,182 | |
Kontainers [Member] | ||
Balance | 3,461 | |
Goodwill Acquired During Period | 3,461 | |
Balance | 3,461 | |
ShipTrack [Member] | ||
Balance | 10,327 | |
Goodwill Acquired During Period | 10,327 | |
Balance | $ 10,327 | |
QuestaWeb [Member] | ||
Goodwill Acquired During Period | 21,691 | |
Balance | 21,691 | |
Portrix [Member] | ||
Goodwill Acquired During Period | 15,032 | |
Balance | 15,032 | |
GreenMile [Member] | ||
Goodwill Acquired During Period | 12,968 | |
Balance | $ 12,968 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Accrued compensation and benefits | $ 32,169 | $ 24,643 |
Accrued professional fees | 1,318 | 1,188 |
Other accrued liabilities | 22,955 | 13,048 |
Accrued Liabilities, Current, Total | $ 56,442 | $ 38,879 |
Long-term Debt (Details)
Long-term Debt (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Letters of Credit Outstanding, Amount | $ 0.2 | $ 0.2 |
Revolving Operating Credit Facility [Member] | Senior Secured Credit Facility [Member] | ||
Available for use | 350 | |
Long-term Line of Credit, Total | 0 | |
Revolving Operating Credit Facility [Member] | Senior Secured Credit Facility [Member] | Maximum [Member] | ||
Line of Credit Facility, Maximum Borrowing Capacity | 500 | |
Revolving Operating Credit Facility [Member] | Senior Secured Credit Facility [Member] | Minimum [Member] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 350 | |
Line of Credit Borrowings to Support Foreign Exchange and Interest Rate Hedging [Member] | Senior Secured Credit Facility [Member] | ||
Debt Instrument, Term (Year) | 5 years | |
Senior Secured Credit Facility [Member] | Maximum [Member] | ||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.40% | |
Senior Secured Credit Facility [Member] | Maximum [Member] | Canada or US Prime Rate, BA, or LIBOR [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |
Senior Secured Credit Facility [Member] | Minimum [Member] | ||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.20% | |
Senior Secured Credit Facility [Member] | Minimum [Member] | Canada or US Prime Rate, BA, or LIBOR [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.00% |
Leases (Details)
Leases (Details) | Jan. 31, 2022 |
Lessee, Operating Lease, Remaining Lease Term (Year) | 7 years |
Lessee, Operating Lease, Renewal Term (Year) | 5 years |
Leases - Components of Operatin
Leases - Components of Operating Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Operating lease cost | $ 4,466 | $ 4,590 | $ 4,902 |
Short-term lease cost | 432 | 502 | 866 |
Total operating lease cost | 4,898 | 5,092 | 5,768 |
Operating cash outflows from operating leases included in measurement of lease liabilities | 4,857 | 4,831 | 4,150 |
New ROU assets obtained in exchange for lease obligations | $ 2,548 | $ 2,337 | $ 6,439 |
Weighted average remaining lease term (years) (Year) | 3 years 3 months 18 days | 3 years 9 months 18 days | |
Weighted average discount rate (%) | 2.10% | 2.50% |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
2023 | $ 4,349 | |
2024 | 3,526 | |
2025 | 2,429 | |
2026 | 1,131 | |
2027 | 322 | |
2028 and thereafter | 186 | |
Total lease payments | 11,943 | |
Less: imputed interest | (532) | |
Total lease obligations | 11,411 | |
Current | 4,029 | $ 4,168 |
Long-term | $ 7,382 | $ 8,895 |
Commitments, Contingencies an_2
Commitments, Contingencies and Guarantees (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Deferred Share Units Nonvested Total Compensation Cost Not Yet Recognized | $ 0 | |
Cash Settled Restricted Share Units Nonvested Total Compensation Cost Not Yet Recognized | $ 1,000 | |
Derivative Instrument, Shares of Common Stock Held (in shares) | 252,011 | |
Deferred Share Unit Liability, Number of Common Shares (in shares) | 252,011 | |
Business Combination, Contingent Consideration, Liability, Total | $ 12,990 | $ 4,671 |
CORE, Kontainers and ShipTrack [Member] | ||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 35,600 | |
Business Combination, Contingent Consideration Arrangements, Period for Revenue Performance Targets (Year) | 2 years | |
Business Combination, Contingent Consideration, Liability, Total | $ 13,000 |
Share Capital (Details)
Share Capital (Details) - USD ($) $ in Millions | Jul. 16, 2020 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 |
Stock Issued During Period, Shares, New Issues (in shares) | 6,900,000 | |||
Proceeds from Stock Options Exercised | $ 2.7 | $ 6.2 | $ 1.5 | |
The 2020 Base Shelf Prospectus [Member] | ||||
Shelf Prospectus Period (Month) | 25 months | |||
Shelf Prospectus, Maximum Amount | $ 1,000 | |||
Stock Issued During Period, Shares, New Issues (in shares) | 0 |
Share Capital - Common Shares O
Share Capital - Common Shares Outstanding (Details) - shares | Feb. 12, 2019 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 |
Balance, beginning of year (in shares) | 84,494,000 | 84,156,000 | 76,865,000 | |
Stock options and share units exercised (in shares) | 262,000 | 338,000 | 95,000 | |
Issuance of common shares (in shares) | 6,900,000 | |||
Balance, end of year (in shares) | 84,756,210 | 84,494,000 | 84,156,000 | |
Visual Compliance [Member] | ||||
Acquisitions (Note 3) (in shares) | 300,000 | 296,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Share-based Payment Arrangement, Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 1,000 | 71,161 | 5,909 |
Stock Options, Treasury Stock Method [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 267,236 | 1,750 | 350,464 |
PSUs and RSUs [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 0 | 43,002 | 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 | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Net income for purposes of calculating basic and diluted earnings per share | $ 86,282 | $ 52,100 | $ 36,997 |
Weighted average shares outstanding (in shares) | 84,591 | 84,360 | 81,659 |
Dilutive effect of employee stock options (in shares) | 482 | 358 | 318 |
Weighted average common and common equivalent shares outstanding (in shares) | 86,200 | 85,756 | 82,867 |
EARNINGS PER SHARE (Note 16) | |||
Basic (in dollars per share) | $ 1.02 | $ 0.62 | $ 0.45 |
Diluted (in dollars per share) | $ 1 | $ 0.61 | $ 0.45 |
Restricted Stock Units (RSUs) [Member] | |||
Dilutive effect of employee stock options (in shares) | 1,127 | 1,038 | 890 |
Stock-based Compensation Plan_2
Stock-based Compensation Plans - Additional information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost | $ 0.7 | $ 0.7 | |
Share-based Payment Arrangement, Exercise of Option, Tax Benefit | $ 0.1 | $ 0.1 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance (in shares) | 1,319,279 | 1,147,720 | 1,127,822 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 271,025 | 381,859 | 367,173 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 16.77 | $ 10.19 | $ 8.99 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 3.7 | $ 10.8 | $ 2 |
Share-based Payment Arrangement, Option [Member] | |||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 6.1 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 7 months 6 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 3.4 | ||
Performance Shares [Member] | |||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 6.7 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 1 year 1 month 6 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 3.6 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 3.2 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 1 year 7 months 6 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 2.6 | ||
Shareholder-Approved Stock Option Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance (in shares) | 1,319,279 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 271,025 | 381,859 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 16.77 | $ 10.19 | |
Shareholder-Approved Stock Option Plan [Member] | Share-based Payment Arrangement, Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares) | 3,041,719 | ||
Deferred Share Unit Plan [Member] | |||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 0 | $ 0 | |
Deferred Share Units Outstanding Number (in shares) | 252,011 | 226,525 | |
Deferred Compensation Share-based Arrangements, Liability, Current and Noncurrent | $ 18.3 | $ 13.8 | |
Deferred Share Units Grants In Period (in shares) | 25,486 | ||
Deferred Share Units Redeemed and Settled in Cash (in shares) | 0 | ||
Deferred Share Units Compensation Expense | $ 4.5 | 4.6 | 5 |
Cash-Settled Restricted Share Unit [Member] | |||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | 1 | 1.5 | |
Deferred Compensation Share-based Arrangements, Liability, Current and Noncurrent | 0.8 | 0.9 | |
Cash Settled Restricted Share Units Compensation Expense | $ 1.3 | $ 1.1 | $ 0.9 |
Stock-based Compensation Plan_3
Stock-based Compensation Plans - Total Estimated Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Effect on net income | $ 11,017 | $ 6,313 | $ 4,909 |
Cost of Sales [Member] | |||
Effect on net income | 732 | 319 | 220 |
Selling and Marketing Expense [Member] | |||
Effect on net income | 3,060 | 896 | 706 |
Research and Development Expense [Member] | |||
Effect on net income | 1,419 | 404 | 281 |
General and Administrative Expense [Member] | |||
Effect on net income | $ 5,806 | $ 4,694 | $ 3,702 |
Stock-based Compensation Plan_4
Stock-based Compensation Plans - Assumptions Used in Black - Scholes Model for Each Grant (Details) | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Expected volatility (%) | 27.80% | 26.40% | 23.50% |
Risk-free rate (%) | 0.70% | 0.70% | 1.40% |
Expected option life (years) (Year) | 5 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 | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Number of Stock Options Outstanding (in shares) | 1,147,720 | 1,127,822 | |
Weighted-Average Exercise Price (in dollars per share) | $ 33.77 | $ 26.82 | |
Weighted-Average Remaining Contractual Life (Year) | 4 years 4 months 24 days | 4 years 10 months 24 days | 4 years 7 months 6 days |
Aggregate Intrinsic Value | $ 41.5 | $ 28.1 | $ 20.2 |
Granted, shares (in shares) | 271,025 | 381,859 | 367,173 |
Granted, weighted-average exercise price (in dollars per share) | $ 65.03 | $ 41.51 | |
Exercised, shares (in shares) | (90,166) | (338,342) | |
Exercised, weighted-average exercise price (in dollars per share) | $ 29.38 | $ 18.43 | |
Forfeited, shares (in shares) | (9,300) | (23,619) | |
Forfeited, weighted-average exercise price (in dollars per share) | $ 53.94 | $ 33.88 | |
Number of Stock Options Outstanding (in shares) | 1,319,279 | 1,147,720 | 1,127,822 |
Weighted-Average Exercise Price (in dollars per share) | $ 42.35 | $ 33.77 | $ 26.82 |
Vested or expected to vest, shares (in shares) | 1,319,279 | ||
Vested or expected to vest, weighted-average exercise price (in dollars per share) | $ 42.35 | ||
Vested or expected to vest, weighted-average remaining contractual life (Year) | 4 years 4 months 24 days | ||
Vested or expected to vest, aggregate intrinsic value | $ 41.5 | ||
Exercisable, shares (in shares) | 856,426 | ||
Exercisable, weighted-average exercise price (in dollars per share) | $ 36.91 | ||
Exercisable, weighted-average remaining contractual life (Year) | 3 years 10 months 24 days | ||
Exercisable, aggregate intrinsic value | $ 31.6 |
Stock-based Compensation Plan_6
Stock-based Compensation Plans - Options Outstanding and Options Exercisable (Details) | 12 Months Ended |
Jan. 31, 2022$ / sharesshares | |
Weighted Average Exercise Price, Options Outstanding (in dollars per share) | $ 42.35 |
Number of Stock Options, Options Outstanding (in shares) | shares | 1,319,279 |
Weighted Average Remaining Contractual Life, Options Outstanding (Year) | 4 years 4 months 24 days |
Weighted Average Exercise Price, Options Exercisable (in dollars per share) | $ 36.91 |
Number of Stock Options, Options Exercisable (in shares) | shares | 856,426 |
Range 1 [Member] | |
Range of Exercise Prices, Lower Limit (in dollars per share) | $ 19.78 |
Range of Exercise Prices, Upper Limit (in dollars per share) | 23.86 |
Weighted Average Exercise Price, Options Outstanding (in dollars per share) | $ 22.55 |
Number of Stock Options, Options Outstanding (in shares) | shares | 176,500 |
Weighted Average Remaining Contractual Life, Options Outstanding (Year) | 1 year 10 months 24 days |
Weighted Average Exercise Price, Options Exercisable (in dollars per share) | $ 22.55 |
Number of Stock Options, Options Exercisable (in shares) | shares | 176,500 |
Range 2 [Member] | |
Range of Exercise Prices, Lower Limit (in dollars per share) | $ 27.39 |
Range of Exercise Prices, Upper Limit (in dollars per share) | 29.08 |
Weighted Average Exercise Price, Options Outstanding (in dollars per share) | $ 29.08 |
Number of Stock Options, Options Outstanding (in shares) | shares | 191,754 |
Weighted Average Remaining Contractual Life, Options Outstanding (Year) | 3 years 2 months 12 days |
Weighted Average Exercise Price, Options Exercisable (in dollars per share) | $ 29.08 |
Number of Stock Options, Options Exercisable (in shares) | shares | 176,417 |
Range 3 [Member] | |
Range of Exercise Prices, Lower Limit (in dollars per share) | $ 40.22 |
Range of Exercise Prices, Upper Limit (in dollars per share) | 52.38 |
Weighted Average Exercise Price, Options Outstanding (in dollars per share) | $ 40.69 |
Number of Stock Options, Options Outstanding (in shares) | shares | 618,325 |
Weighted Average Remaining Contractual Life, Options Outstanding (Year) | 4 years 8 months 12 days |
Weighted Average Exercise Price, Options Exercisable (in dollars per share) | $ 40.60 |
Number of Stock Options, Options Exercisable (in shares) | shares | 414,713 |
Range 4 [Member] | |
Range of Exercise Prices, Lower Limit (in dollars per share) | $ 56.63 |
Range of Exercise Prices, Upper Limit (in dollars per share) | 78.55 |
Weighted Average Exercise Price, Options Outstanding (in dollars per share) | $ 63.59 |
Number of Stock Options, Options Outstanding (in shares) | shares | 332,700 |
Weighted Average Remaining Contractual Life, Options Outstanding (Year) | 6 years 1 month 6 days |
Weighted Average Exercise Price, Options Exercisable (in dollars per share) | $ 63.79 |
Number of Stock Options, Options Exercisable (in shares) | shares | 88,796 |
Stock-based Compensation Plan_7
Stock-based Compensation Plans - Summary of Nonvested Share (Details) - $ / shares | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 271,025 | 381,859 | 367,173 |
Granted, Weighted- Average Grant-Date Fair Value per Share (in dollars per share) | $ 16.77 | $ 10.19 | $ 8.99 |
Shareholder-Approved Stock Option Plan [Member] | |||
Stock Options Outstanding (in shares) | 501,655 | 409,653 | |
Weighted- Average Grant-Date Fair Value per Share (in dollars per share) | $ 9.52 | $ 8.03 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 271,025 | 381,859 | |
Granted, Weighted- Average Grant-Date Fair Value per Share (in dollars per share) | $ 16.77 | $ 10.19 | |
Vested (in shares) | (300,527) | (266,238) | |
Vested, Weighted- Average Grant-Date Fair Value per Share (in dollars per share) | $ 11.42 | $ 8.19 | |
Forfeited (in shares) | (9,300) | (23,619) | |
Forfeited, Weighted- Average Grant-Date Fair Value per Share (in dollars per share) | $ 13.54 | $ 4.87 | |
Stock Options Outstanding (in shares) | 462,853 | 501,655 | 409,653 |
Weighted- Average Grant-Date Fair Value per Share (in dollars per share) | $ 13.16 | $ 9.52 | $ 8.03 |
Stock-based Compensation Plan_8
Stock-based Compensation Plans - Summary of Performance Share Units Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Vested or expected to vest, shares (in shares) | 1,319,279 | ||
Vested or expected to vest, weighted-average exercise price (in dollars per share) | $ 42.35 | ||
Vested or expected to vest, weighted-average remaining contractual life (Year) | 4 years 4 months 24 days | ||
Vested or expected to vest, aggregate intrinsic value | $ 41.5 | ||
Performance Shares [Member] | |||
Number of Units Outstanding (in shares) | 755,873 | 629,874 | |
Weighted-Average Grant Date Fair Value, PSU (in dollars per share) | $ 25.17 | $ 21.19 | |
Weighted-Average Remaining Contractual, PSU (Year) | 4 years 9 months 18 days | 4 years 8 months 12 days | 5 years |
Aggregate Intrinsic Value, PSU | $ 57.4 | $ 44 | $ 28.2 |
Number of PSUs Granted (in shares) | 77,441 | 85,334 | |
PSUs Granted, Weighted-Average Granted Date Fair Value (in dollars per share) | $ 88.11 | $ 54.24 | |
Performance units issued (in shares) | 44,296 | 40,665 | |
Performance units issued, weighted-average granted date fair value (in dollars per share) | $ 36.63 | $ 29.08 | |
Exercised (in shares) | (100,072) | ||
Exercised (in dollars per share) | $ 9.66 | ||
Number of Units Outstanding (in shares) | 777,538 | 755,873 | 629,874 |
Weighted-Average Grant Date Fair Value, PSU (in dollars per share) | $ 35.76 | $ 25.17 | $ 21.19 |
Vested or expected to vest, shares (in shares) | 777,538 | ||
Vested or expected to vest, weighted-average exercise price (in dollars per share) | $ 35.76 | ||
Vested or expected to vest, weighted-average remaining contractual life (Year) | 4 years 9 months 18 days | ||
Vested or expected to vest, aggregate intrinsic value | $ 57.4 | ||
Exercisable, number of units (in shares) | 561,034 | ||
Exercisable, PSU weighted-average granted date fair value (in dollars per share) | $ 23.15 | ||
Exercisable, Weighted-Average Remaining Contractual, PSU (Year) | 3 years 7 months 6 days | ||
Exercisable, Aggregate Intrinsic Value, PSU | $ 41.4 |
Stock-based Compensation Plan_9
Stock-based Compensation Plans - Summary of Restricted Share Units Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Vested or expected to vest, weighted-average exercise price (in dollars per share) | $ 42.35 | ||
Vested or expected to vest, weighted-average remaining contractual life (Year) | 4 years 4 months 24 days | ||
Vested or expected to vest, aggregate intrinsic value | $ 41.5 | ||
Restricted Stock Units (RSUs) [Member] | |||
Number of Units Outstanding (in shares) | 432,195 | 374,677 | |
Weighted-Average Grant Date Fair Value, PSU (in dollars per share) | $ 19.98 | $ 16.57 | |
Weighted-Average Remaining Contractual, PSU (Year) | 5 years | 4 years 8 months 12 days | 5 years |
Aggregate Intrinsic Value, PSU | $ 30.3 | $ 25.2 | $ 16.8 |
Number of PSUs Granted (in shares) | 50,099 | 57,518 | |
PSUs Granted, Weighted-Average Granted Date Fair Value (in dollars per share) | $ 65.33 | $ 43.25 | |
Exercised (in shares) | (71,314) | ||
Exercised (in dollars per share) | $ 7.14 | ||
Number of Units Outstanding (in shares) | 410,980 | 432,195 | 374,677 |
Weighted-Average Grant Date Fair Value, PSU (in dollars per share) | $ 29.17 | $ 19.98 | $ 16.57 |
Vested or expected to vest, RSU (in shares) | 410,980 | ||
Vested or expected to vest, weighted-average exercise price (in dollars per share) | $ 29.17 | ||
Vested or expected to vest, weighted-average remaining contractual life (Year) | 5 years | ||
Vested or expected to vest, aggregate intrinsic value | $ 30.3 | ||
Exercisable, number of units (in shares) | 355,765 | ||
Exercisable, PSU weighted-average granted date fair value (in dollars per share) | $ 24.62 | ||
Exercisable, Weighted-Average Remaining Contractual, PSU (Year) | 4 years 4 months 24 days | ||
Exercisable, Aggregate Intrinsic Value, PSU | $ 26.3 |
Stock-based Compensation Pla_10
Stock-based Compensation Plans - Summary of CRSU Plan Activity (Details) - shares | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Number of Units Outstanding, CRSU (in shares) | 38,628 | 42,727 | |
Weighted-Average Remaining Contractual Life, CRSU (Year) | 1 year 4 months 24 days | 1 year 6 months | 1 year 7 months 6 days |
Number of Units Granted, CRSU (in shares) | 12,776 | 26,629 | |
Number of Units Vested and settled in cash, CRSU (in shares) | (26,755) | (30,480) | |
Number of Units Forfeited, CRSU (in shares) | (221) | (248) | |
Number of Units Outstanding, CRSU (in shares) | 24,428 | 38,628 | 42,727 |
Non-vested, CRSU (in shares) | 24,428 | ||
Non-vested, Weighted-Average Remaining Contractual Life, CRSU (Year) | 1 year 4 months 24 days |
Income Taxes - Income (Loss) Be
Income Taxes - Income (Loss) Before Income Taxes Earned by Tax Jurisdictions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Income before income taxes | $ 102,610 | $ 70,369 | $ 48,035 |
Canada | |||
Income before income taxes | 36,312 | 31,307 | 19,557 |
United States (US) | |||
Income before income taxes | 32,338 | 26,072 | 19,962 |
Other Countries [Member] | |||
Income before income taxes | $ 33,960 | $ 12,990 | $ 8,516 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Recovery) Incurred by Jurisdictions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Current income tax expense | $ 14,814 | $ 3,746 | $ 5,295 |
Deferred tax expense | 1,514 | 14,523 | 5,743 |
Income tax expense | 16,328 | 18,269 | 11,038 |
Canada | |||
Current income tax expense | 1,817 | 1,875 | 1,020 |
Deferred tax expense | 8,381 | 7,047 | 5,008 |
United States (US) | |||
Current income tax expense | 8,689 | (3,050) | 3,496 |
Deferred tax expense | 1,941 | 9,537 | 1,390 |
Other Countries [Member] | |||
Current income tax expense | 4,308 | 4,921 | 779 |
Deferred tax expense | $ (8,808) | $ (2,061) | $ (655) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Accrued liabilities not currently deductible | $ 5,408 | $ 4,471 |
Accumulated net operating losses | 10,594 | 12,866 |
Corporate minimum taxes | 2,346 | 1,596 |
Difference between tax and accounting basis of property and equipment | 12,021 | 23,754 |
Research and development and other tax credits and expenses | 1,172 | 1,649 |
Total deferred income tax assets | 31,541 | 44,336 |
Difference between tax and accounting basis of intangible assets | (47,255) | (45,030) |
Other temporary differences | (2,886) | (2,109) |
Total deferred income tax liabilities | (50,141) | (47,139) |
Net deferred income taxes | (18,600) | (2,803) |
Valuation allowance | (1,961) | (11,365) |
Net deferred income taxes, net of valuation allowance | $ (20,561) | $ (14,168) |
Income Taxes - Provision (Recov
Income Taxes - Provision (Recovery) for Income Taxes from the Expected Provision at the Statutory Rates (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Income before income taxes | $ 102,610 | $ 70,369 | $ 48,035 |
Combined basic Canadian statutory rates | 26.50% | 26.50% | 26.50% |
Income tax expense based on the above rates | $ 27,192 | $ 18,648 | $ 12,729 |
Permanent differences including amortization of intangible assets | 3,467 | 875 | (673) |
Effect of differences between Canadian and foreign tax rates | (1,855) | (600) | (274) |
Effect of rate changes on current year timing differences | (1,085) | (1,063) | (609) |
Adjustments relating to previous periods | (569) | (1,034) | 94 |
Increase (decrease) in accruals for uncertain tax positions | (849) | 1,289 | (1,042) |
Valuation allowance | (9,102) | 254 | 692 |
Stock based compensation | 100 | 352 | |
Other, including foreign exchange | (871) | (200) | (231) |
Income tax expense | $ 16,328 | $ 18,269 | 11,038 |
Adjustment for rounding | |||
Income before income taxes | $ 48,033 |
Income Taxes - Income Tax Loss
Income Taxes - Income Tax Loss Carryforwards Expiration Dates (Details) $ in Thousands | Jan. 31, 2022USD ($) |
Operating loss carryforwards | $ 45,213 |
2023 | |
Operating loss carryforwards | 49 |
2024 | |
Operating loss carryforwards | 186 |
2025 | |
Operating loss carryforwards | 107 |
2027 | |
Operating loss carryforwards | 769 |
Thereafter | |
Operating loss carryforwards | 44,102 |
Canada Revenue | Foreign Tax Authority [Member] | |
Operating loss carryforwards | 8,022 |
Canada Revenue | Foreign Tax Authority [Member] | Thereafter | |
Operating loss carryforwards | 8,022 |
United States | Domestic Tax Authority [Member] | |
Operating loss carryforwards | 1,890 |
United States | Domestic Tax Authority [Member] | 2027 | |
Operating loss carryforwards | 417 |
United States | Domestic Tax Authority [Member] | Thereafter | |
Operating loss carryforwards | 1,473 |
EMEA Region | Foreign Tax Authority [Member] | |
Operating loss carryforwards | 33,094 |
EMEA Region | Foreign Tax Authority [Member] | 2025 | |
Operating loss carryforwards | 40 |
EMEA Region | Foreign Tax Authority [Member] | Thereafter | |
Operating loss carryforwards | 33,054 |
Asia Pacific Region | Foreign Tax Authority [Member] | |
Operating loss carryforwards | 2,207 |
Asia Pacific Region | Foreign Tax Authority [Member] | 2023 | |
Operating loss carryforwards | 49 |
Asia Pacific Region | Foreign Tax Authority [Member] | 2024 | |
Operating loss carryforwards | 186 |
Asia Pacific Region | Foreign Tax Authority [Member] | 2025 | |
Operating loss carryforwards | 67 |
Asia Pacific Region | Foreign Tax Authority [Member] | 2027 | |
Operating loss carryforwards | 352 |
Asia Pacific Region | Foreign Tax Authority [Member] | Thereafter | |
Operating loss carryforwards | $ 1,553 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Total Estimated Liability Associated With Uncertain Tax Provisions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Liability, beginning of year | $ 8,393 | $ 6,650 |
Gross increases - current period | 333 | 2,502 |
Lapsing due to statutes of limitations | (1,372) | (759) |
Liability, end of year | $ 7,354 | $ 8,393 |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Income Before Taxes, Percent | 16.00% | 26.00% | 23.00% |
Effective Income Tax Rate Reconciliation, Percent, Total | 14.00% | 5.00% | 11.00% |
Undistributed Earnings of Foreign Subsidiaries | $ 573,000 | ||
Liability for Uncertainty in Income Taxes, Noncurrent | 7,354 | $ 8,393 | $ 6,650 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 7,400 | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit | 2,100 | ||
Volunatry Change Elected to Adopt in Accounting for Deferred Revenue for Income Tax Purposes in the United States [Member] | |||
Current Federal Tax Expense (Benefit) | (9,300) | ||
Deferred Federal Income Tax Expense (Benefit) | $ 9,300 |
Contract Balances, Performanc_3
Contract Balances, Performance Obligations and Contract Costs - Changes in Deferred Revenue and Contract Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Balance | $ 51,291 | $ 42,063 |
Recognition of previously deferred revenue | (38,065) | (37,843) |
Deferral of revenue | 45,234 | 46,386 |
Increases from business combinations, net | 729 | 39 |
Effect of movements in foreign exchange | (489) | 646 |
Balance | 58,700 | 51,291 |
Current | 56,780 | 49,878 |
Balance | 1,353 | 1,107 |
Transfers to trade receivables from contract assets | (730) | (563) |
Increases as a result of delivered term licenses recognized as revenue during the period, net of amounts transferred to trade receivables | 815 | 783 |
Effect of movements in foreign exchange | 5 | 26 |
Balance | $ 1,443 | $ 1,353 |
Contract Balances, Performanc_4
Contract Balances, Performance Obligations and Contract Costs 1 (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Capitalized contract cost, net, Total | $ 16.6 | $ 12.9 | |
Capitalized contract cost, amortization | $ 4.7 | $ 3.3 | $ 2.5 |
Contract Balances, Performanc_5
Contract Balances, Performance Obligations and Contract Costs 2 (Details) $ in Millions | Jan. 31, 2022USD ($) |
Remaining performance obligation, Amount | $ 366.8 |
Remaining performance obligation, Percentage | 80.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-31 | |
Remaining performance obligation, Period (Month) | 24 months |
Other Charges - Components of O
Other Charges - Components of Other Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Acquisition-related costs | $ 1,904 | $ 1,981 | $ 3,457 |
Contingent consideration adjustments | 4,458 | (1,946) | 340 |
Restructuring plans | 66 | 2,300 | |
Other non-operating expense, Total | $ 6,428 | $ 2,335 | $ 3,797 |
Other Charges - Restructuring P
Other Charges - Restructuring Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Balance | $ 70 | |
Accruals and adjustments | 66 | $ 2,300 |
Cash draw downs | (136) | (2,240) |
Foreign exchange | 10 | |
Balance | 70 | |
Employee Severance [Member] | ||
Balance | 70 | |
Accruals and adjustments | 2 | 1,717 |
Cash draw downs | (72) | (1,657) |
Foreign exchange | 10 | |
Balance | 70 | |
Facility Closing [Member] | ||
Accruals and adjustments | 64 | 583 |
Cash draw downs | $ (64) | $ (583) |
Other Charges - Additional info
Other Charges - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jul. 31, 2020 | Jan. 31, 2022 | Jan. 31, 2021 | |
Restructuring charges | $ 66 | $ 2,300 | |
Fiscal 2021 Restructuring Plan [Member] | |||
Restructuring charges | $ 2,400 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Cash Flow Changes in Operating Asset and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Trade accounts receivable | $ (2,884) | $ 143 | $ 3,733 |
Other accounts receivable | 2,042 | (7,098) | (2,547) |
Prepaid expenses and other | (8,276) | (5,029) | (5,942) |
Inventory | (498) | 99 | (345) |
Accounts payable | 2,336 | (686) | 1,768 |
Accrued liabilities | 13,760 | (999) | 3,265 |
Income taxes payable | 426 | 3,835 | (1,550) |
Operating leases | (259) | 283 | 546 |
Deferred revenue | 6,142 | 5,877 | (4,184) |
Increase (Decrease) in Operating Capital, Total | $ 12,789 | $ (3,575) | $ (5,256) |
Segmented Information - Segment
Segmented Information - Segmented Revenue by Geographical Location of Customer (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Geographical revenue | $ 424,690 | $ 348,664 | $ 325,791 |
United States (US) | |||
Geographical revenue | 242,086 | 211,232 | 202,814 |
EMEA | |||
Geographical revenue | 128,990 | 94,163 | 82,596 |
Canada | |||
Geographical revenue | 36,116 | 29,388 | 27,304 |
Asia Pacific | |||
Geographical revenue | $ 17,498 | $ 13,881 | $ 13,077 |
Segmented Information - Segme_2
Segmented Information - Segmented Revenue by Revenue Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Revenues | $ 424,690 | $ 348,664 | $ 325,791 |
Service | |||
Revenues | 378,494 | 309,731 | 284,654 |
Professional services and other | |||
Revenues | 41,136 | 33,879 | 33,555 |
License | |||
Revenues | $ 5,060 | $ 5,054 | $ 7,582 |
Segmented Information - Long-li
Segmented Information - Long-lived Assets by Geographical Location (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Geograhical long-lived assets | $ 240,426 | $ 252,081 |
United States (US) | ||
Geograhical long-lived assets | 102,649 | 92,442 |
EMEA | ||
Geograhical long-lived assets | 43,922 | 39,769 |
Canada | ||
Geograhical long-lived assets | 84,943 | 107,472 |
Asia Pacific | ||
Geograhical long-lived assets | $ 8,912 | $ 12,398 |
Segmented Information - Additio
Segmented Information - Additional information (Details) | 12 Months Ended |
Jan. 31, 2022segment | |
Number of reportable segments | 1 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) $ in Thousands | Feb. 09, 2022 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 |
Net of cash acquired | $ 90,278 | $ 48,403 | $ 292,053 | |
Subsequent Event | Net CHB, LLC | ||||
Net of cash acquired | $ 38,700 | |||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 60,000 |