Note

– Acquisitions

Fiscal

2018

Acquisitions

May 18, 2017,

we acquired Z-Firm LLC (“ShipRush”), a US-based provider of e-commerce multi-carrier parcel shipping solutions for small-to medium-sized businesses. The ShipRush platform helps customers streamline their supply chain and reduce transportation costs by automatically importing orders, comparing carrier rates, printing shipping labels for all major carriers, and tracking through final delivery. The purchase price for the acquisition was

$14.2

million, net of cash acquired, which was funded using cash on hand. Additional contingent consideration of up to

$3.0

million in cash is payable if certain revenue performance targets are met by ShipRush in the

two

years following the acquisition. The fair value of the contingent consideration was valued at

$1.2

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 completion of the initial purchase price allocation is pending the finalization of the fair value for certain taxation-related balances, accrued liability balances as well as potential unrecorded liabilities. We expect to finalize the purchase price allocation on or before

May 18, 2018.

June 1, 2017,

we acquired substantially all of the assets of PCSTrac, Inc., including certain related assets of Progressive Computer Services Inc., doing business as PCS Technologies (collectively referred to as “PCSTrac”). US-based PCSTrac helps specialty retailers and their logistics service providers collaborate to improve carton-level visibility for shipments from distribution centers to stores. PCSTrac’s solutions provide visibility and insight into the store replenishment supply chain, helping increase sales, enhance loss prevention, and improve inventory control. The total purchase price for the acquisition was

$11.5

million, net of cash acquired, which was funded using cash on hand. 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

June 1, 2018.

August 14, 2017,

we acquired MacroPoint LLC (“MacroPoint”), an electronic transportation network providing location-based truck tracking and predictive freight capacity data content. US-based MacroPoint runs a connected network helping transportation brokers, logistics service providers and shippers track the locations of deliveries in trucks as well as predictive freight capacity to help identify early opportunities for additional freight moves. The purchase price for the acquisition was approximately

$106.2

million, net of cash acquired, which was funded using

$20.0

million of our common shares,

$80.0

million from drawing on our credit facility and the balance from cash on hand. The gross contractual amount of trade receivables acquired was

$2.0

million with a fair value of

$2.0

million at the date of acquisition. Our acquisition date estimate of contractual cash flows

not

August 14, 2018.

For the businesses acquired during fiscal

2018,

we incurred acquisition-related costs of

$0.9

million. The acquisition-related costs were primarily for advisory services and are included in other charges in our consolidated statements of operations. During

2018,

we have recognized

aggregate revenues of

$12.6

million, respectively, and aggregate net income of

$0.6

million, respectively, from ShipRush, PCSTrac

and MacroPoint since the date of acquisition in our consolidated statements of operations.

The preliminary purchase price allocations for businesses acquired during

2018,

which have

not

been finalized, are as follows:

	ShipRush			PCSTrac			MacroPoint			Total
Purchase price consideration:
Cash, less cash acquired related to ShipRush ($253), PCSTrac (nil) and MacroPoint ($2,098)		14,198			11,492			86,177			111,867
Common shares issued		-			-			20,000			20,000
Contingent consideration		1,233			-			-			1,233
Net working capital adjustments payable		88			40			163			291
		15,519			11,532			106,340			133,391
Allocated to:
Current assets, excluding cash acquired		461			467			2,127			3,055
Current liabilities		(266	)		(10	)		(1,693	)		(1,969	)
Deferred revenue		(609	)		-			(5,787	)		(6,396	)
Net tangible (liabilities) assets assumed		(414	)		457			(5,353	)		(5,310	)

Finite life intangible assets acquired:
Customer agreements and relationships		2,400			1,850			26,030			30,280
Existing technology		4,710			3,270			17,170			25,150
In-process research and development		-			-			290			290
Tradenames		120			60			570			750
Non-compete covenants		100			80			2,420			2,600
Goodwill		8,603			5,815			65,213			79,631
		15,519			11,532			106,340			133,391

The above transactions were accounted for using the acquisition method in accordance with ASC Topic

805,

“Business Combinations”. The purchase price allocations in the table above represents our estimates of the allocations 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 dates.

The acquired intangible assets are being amortized over their estimated useful lives as follows:

	ShipRush (in years)		PCSTrac (in years)		MacroPoint (in years)
Customer agreements and relationships		9		13		12
Existing technology		5		5		5
Trade names		8		4		8
Non-compete covenants		5		5		5

The goodwill on the ShipRush, PCSTrac and MacroPoint acquisitions arose as a result of the combined strategic value to our growth plan. The goodwill arising from the PCSTrac, ShipRush and MacroPoint acquisitions is deductible for tax purposes.

Fiscal

2017

Acquisitions

December 23, 2016,

we acquired The Datamyne Inc. (“Datamyne”), a provider of cloud-based trade data content solutions for customers to analyze import and export trade activity. Datamyne, primarily operating in the U.S. and South America, collects, cleanses and commercializes logistics trade data from over

nations across

five

continents, including key markets in North America, Latin America, Asia, Africa, and the European Union. Subscribers use Datamyne’s web-based solutions and business intelligence tools to augment, speed up and simplify trade data research, and to shape global marketing, prospecting, and sourcing strategies. The total purchase price for the acquisition was

$52.5

million, net of cash acquired, which was funded with cash on hand. The gross contractual amount of trade receivables acquired was

$1.5

million with a fair value of

$1.4

million at the date of acquisition. Our acquisition date estimate of contractual cash flows

not

expected to be collected was

$0.1

million. In the

second

quarter of fiscal

2018,

the working capital for Datamyne was finalized resulting in a

$0.4

million decrease in goodwill and a

$0.4

million decrease in current liabilities. The purchase price was finalized in the

three

month period ended

January 31, 2018

with

adjustments.

November 11, 2016,

we acquired

4Solutions

Information Technology Pty Ltd. (

“4Solutions”

), an Australia-based provider of cloud-based business-to-business supply chain integration solutions.

4Solutions

operates the Health Supply Network, an electronic document exchange network for the healthcare community, which allows large multi-national, local pharmaceutical manufacturers and wholesalers connect and collaborate to automate a wide array of supply chain processes. The total purchase price for the acquisition was approximately

$2.5

million, net of cash acquired, which was funded with cash on hand. 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

nil.

The purchase price was finalized in the

three

month period ended

October 31, 2017

with

adjustments.

October 12, 2016,

we acquired Appterra LLC (“Appterra”), a US-based provider of cloud-based business-to-business supply chain integration solutions. Appterra’s solutions help its customers connect electronically, automate supply chain processes, and enhance collaboration and visibility among global trading partners. The total purchase price for the acquisition was

$5.7

million, net of cash acquired, which was funded with cash on hand. Additional contingent consideration of up to

$1.6

million in cash is payable if certain revenue performance targets are met by Appterra in the

two

years following the acquisition. The fair value of the contingent consideration was valued at

$0.7

million at the acquisition date. The gross contractual amount of trade receivables acquired was

$0.1

million with a fair value of

$0.1

million at the date of acquisition. Our acquisition date estimate of contractual cash flows

not

expected to be collected was

nil.

The purchase price was finalized in the

three

month period ended

October 31, 2017

with

adjustments.

April 29, 2016,

we acquired pixi* Software GmbH (“Pixi”), a Germany-based provider of technology solutions for e-commerce order fulfilment and warehouse management. Pixi’s solutions help its customers automate e-commerce processes originating from online orders, and Pixi is currently integrated with hundreds of e-commerce sites in Europe. The total purchase price for the acquisition was approximately

$10.6

million, net of cash acquired, which was funded by drawing on our credit facility. The draw on the credit facility has subsequently been repaid. The gross contractual amount of trade receivables acquired was

$0.6

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

$0.2

million. The purchase price was finalized in the

three

month period ended

April 30, 2017

with

adjustments.

The final purchase price allocations for businesses we acquired during

2017

are as follows:

	Pixi			Appterra			4Solutions			Datamyne			Total
Purchase price consideration:
Cash, less cash acquired related to Pixi ($688), Appterra ($66), 4Solutions ($281) and Datamyne ($2,637)		10,648			5,703			2,456			52,541			71,348
Contingent consideration		-			700			-			-			700
Net working capital adjustments (receivable)		(26	)		(118	)		4			(567	)		(707	)
		10,622			6,285			2,460			51,974			71,341
Allocated to:
Current assets, excluding cash acquired		500			391			257			1,837			2,985
Property and equipment		46			21			33			87			187
Deferred income tax asset		-			18			-			3,281			3,299
Current liabilities		(523	)		(328	)		(182	)		(1,263	)		(2,296	)
Deferred revenue		(78	)		(633	)		(164	)		(2,979	)		(3,854	)
Deferred income tax liability		(1,870	)		-			(443	)		(10,955	)		(13,268	)
Income tax liability		-			-			-			(694	)		(694	)
Net tangible liabilities assumed		(1,925	)		(531	)		(499	)		(10,686	)		(13,641	)

Finite life intangible assets acquired:
Customer agreements and relationships		1,375			1,840			910			13,300			17,425
Existing technology		4,467			1,160			607			12,500			18,734
Trade names		-			-			91			1,790			1,881
Non-compete covenants		-			50			-			390			440
Goodwill		6,705			3,766			1,351			34,680			46,502
		10,622			6,285			2,460			51,974			71,341

in-process research and development was acquired in these transactions.

The acquired intangible assets are being amortized over their estimated useful lives as follows:

	Pixi (in years)		Appterra (in years)		4Solutions (in years)		Datamyne (in years)
Customer agreements and relationships		9		11		8		9
Existing technology		5		5		2		6
Trade names		N/A		N/A		5		9
Non-compete covenants		N/A		5 years		N/A		5

The goodwill on the Pixi, Appterra,

4Solutions

and Datamyne acquisitions arose as a result of the combined strategic value to our growth plan. The goodwill arising from the Pixi,

4Solutions

and Datamyne acquisitions are

not

deductible for tax purposes. The goodwill arising from the Appterra acquisition is deductible for tax purposes.

Fiscal

2016

Acquisitions

November 25, 2015,

we acquired Oz Development Inc. (“Oz”), a US-based provider of application integration solutions that help small-to-medium sized businesses (“SMBs”) automate a number of logistics and supply chain processes. The solutions help a growing SMB community connect to, and integrate with, leading SMB ERP, CRM and e-commerce platforms. The total purchase price for the acquisition was

$29.5

million, net of cash acquired, which was funded with cash on hand. The gross contractual amount of trade receivables acquired was

$0.3

million with a fair value of

$0.3

million at the date of acquisition. Our acquisition date estimate of contractual cash flows

not

expected to be collected was

nil.

The purchase price was finalized in the

three

month period ended

January 31, 2016

with

adjustments.

July 22, 2015,

we acquired all outstanding shares of privately-held BearWare Inc. (“BearWare”), a US-based provider of mobile solutions designed to improve collaboration between retailers and their logistics service providers. BearWare's system leverages mobile technologies to scan cartons at each point from the distribution centers through to the store front, helping retailers and their logistics service providers collaborate on store shipments. The total purchase price for the acquisition was

$11.2

million, net of cash acquired, which was funded with cash on hand. The gross contractual amount of trade receivables acquired was

$0.8

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

$0.1

million. The purchase price was finalized in the

three

month period ended

July 31, 2016

with

adjustments.

July 20, 2015,

we acquired all outstanding shares of privately-held MK Data Services LLC (“MK Data”), a US-based provider of denied party screening trade data and solutions. MK Data's technology screens shipments against a comprehensive, frequently updated, international database of restricted parties helping businesses comply with denied party screening requirements. The total purchase price for the acquisition was

$80.2

million, net of cash acquired, which was funded with cash on hand. The acquisition included an employee retention agreement to provide up to

$3.1

million in retention bonuses to employees’ conditional on future services rendered over a specified time period. These amounts were expensed over the service period and paid in fiscal

2018.

The gross contractual amount of trade receivables acquired was

$1.3

million with a fair value of

$1.2

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, 2016

with

adjustments.

The final purchase price allocations for businesses we acquired during

2016

are as follows:

	MK Data		BearWare		Oz		Total
Purchase price consideration:
Cash, net of cash acquired related to MK Data ($345), BearWare ($243) and Oz ($870)	80,151		11,243		29,459		120,853
Net working capital adjustments (receivable)	(84	)	(19	)	(24	)	(127	)
	80,067		11,224		29,435		120,726
Allocated to:
Current assets, excluding cash acquired	2,083		759		466		3,308
Property and equipment	-		-		29		29
Current liabilities	(204	)	(112	)	(293	)	(609	)
Deferred revenue	(2,610	)	(451	)	(1,634	)	(4,695	)
Net tangible assets (liabilities) assumed	(731	)	196		(1,432	)	(1,967	)
Finite life intangible assets acquired:
Customer agreements and relationships	7,500		2,600		5,400		15,500
Existing technology	22,000		3,400		7,500		32,900
Tradenames	190		70		90		350
Non-compete covenants	-		-		240		240
Goodwill	51,108		4,958		17,637		73,703
	80,067		11,224		29,435		120,726

in-process research and development was acquired in these transactions.

The acquired intangible assets are being amortized over their estimated useful lives as follows:

	MK Data	BearWare	Oz
Customer agreements and relationships (in years)	13	11	9
Existing technology (in years)	7	5	5
Tradenames (in years)	5	5	3
Non-compete covenants (in years)	N/A	N/A	5

The goodwill on the MK Data, BearWare and Oz acquisitions arose as a result of the combined strategic value to our growth plan. The goodwill arising from the MK Data, BearWare and Oz acquisitions 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 MacroPoint, PCSTrac, ShipRush, Datamyne,

4Solutions,

Appterra, Pixi, Oz, BearWare and MK Data as of the beginning of each of the periods presented.

This pro forma information is for information purposes only and does

not

purport to represent what our results of operations for the periods presented would have been had the acquisitions of MacroPoint, PCSTrac, ShipRush, Datamyne,

4Solutions,

Appterra, Pixi, Oz, BearWare and MK Data occurred at the beginning of the period indicated, or to project our results of operations for any future period.

	January 31, 2018	January 31, 2017	January 31, 2016
Revenues	247,093	236,972	228,665
Net income	26,673	22,414	17,381
Earnings per share
Basic	0.35	0.30	0.23
Diluted	0.35	0.29	0.23