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Acquisitions | 12 Months Ended
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Jan. 31, 2024
Acquisitions |
Acquisitions | Note 3 – Acquisitions Fiscal 2024 Acquisitions On February 14, 2023, Descartes acquired all of the shares of Windigo Logistics, Inc., doing business as GroundCloud (“GroundCloud”), a cloud-based provider of final-mile carrier solutions and road safety compliance tools. The purchase price for the acquisition was approximately $136.8 million, net of cash acquired, which was funded from cash on hand, plus potential performance-based contingent consideration of up to $80.0 million based on GroundCloud achieving revenue-based targets over the first two years post-acquisition. The fair value of the contingent consideration was valued at $19.6 million at the acquisition date. The gross contractual amount of trade receivables acquired was $1.5 million with a fair value of $1.5 million at the date of acquisition. Our acquisition date estimate of contractual cash flows not expected to be collected was nominal. The purchase price was finalized in the three month period ended January 31, 2024 with no adjustments. On April 20, 2023, Descartes acquired substantially all of the assets of Localz Pty Ltd.(“Localz”), a cloud-based customer engagement platform for day-of-service interaction and order management. The purchase price for the acquisition was approximately $5.9 million, net of cash acquired, which was funded from cash on hand. The gross contractual amount of trade receivables acquired was $0.6 million with a fair value of $0.6 million at the date of acquisition. Our acquisition date estimate of contractual cash flows not expected to be collected was nominal. The completion of the initial purchase price allocation is pending the finalization of the fair value for trade receivables, accrued liability balances, deferred revenue as well as potential unrecorded liabilities. We expect to finalize the purchase price allocation on or before April 20, 2024. For the businesses acquired during fiscal 2024, we incurred acquisition-related costs of $1.1 million for the year end ed January 31, 2024. 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, 2024, we have recognized revenues of $37.3 million, and a net loss of $1.6 million from GroundCloud and Localz since the date of acquisition in our consolidated statements of operations. The final purchase price allocation for GroundCloud and the preliminary purchase price allocation for Localz, which has not been finalized, is as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Ground- |  | ​ |  | ​
​ | ​ | Cloud | ​ | Localz | ​ | Total
Purchase price consideration: |  |  |  | ​ | ​ |
Cash, less cash acquired related to GroundCloud ($4,381) and Localz (Nil) |  | 136,843 |  | 5,857 | ​ | 142,700
Contingent consideration |  | 19,550 |  | — | ​ | 19,550
Net working capital adjustments (receivable) / payable |  | 458 |  | (5) | ​ | 453
​ |  | 156,851 |  | 5,852 | ​ | 162,703
Allocated to: |  |  |  | ​ | ​ | ​
Current assets, excluding cash acquired |  | 3,245 |  | 619 | ​ | 3,864
Right-of-use Assets | ​ | 144 | ​ | — | ​ | 144
Current liabilities |  | (3,308) |  | (227) | ​ | (3,535)
Deferred revenue |  | (136) |  | (1,465) | ​ | (1,601)
Lease obligations | ​ | (144) | ​ | — | ​ | (144)
Net tangible assets (liabilities) assumed |  | (199) |  | (1,073) | ​ | (1,272)
Finite life intangible assets acquired: | ​ | ​ | ​ | ​ | ​ | ​
Customer agreements and relationships |  | 29,400 |  | — | ​ | 29,400
Existing technology |  | 42,800 |  | 5,971 | ​ | 48,771
Trade names |  | 1,100 |  | — | ​ | 1,100
Non-compete covenants |  | 1,000 |  | — | ​ | 1,000
Goodwill |  | 82,750 |  | 954 | ​ | 83,704
​ |  | 156,851 |  | 5,852 | ​ | 162,703
​ The above transactions were accounted for using the acquisition method in accordance with ASC Topic 805, “Business Combinations”. The purchase price allocations in the table above represents our estimates of the allocation of the purchase price and the fair value of net assets acquired. The preliminary purchase price allocations may differ from the final purchase price allocation, and these differences may be material. Revisions to the allocations will occur as additional information about the fair value of assets and liabilities becomes available. The acquired intangible assets are being amortized over their estimated useful lives as follows: ​
​ | ​ | ​ | ​ | ​
​ | ​ | GroundCloud | ​ | Localz
Customer agreements and relationships |  | 13 years | ​ | N/A
Existing technology |  | 6 years | ​ | 6 years
Trade names |  | 6 years | ​ | N/A
Non-compete covenants |  | 5 years | ​ | N/A
​ The goodwill on the GroundCloud and Localz acquisitions arose as a result of the combined strategic value to our growth plan. The goodwill arising from the GroundCloud and Localz acquisitions is deductible for tax purposes. Fiscal 2023 Acquisitions On February 9, 2022, Descartes acquired all of the shares of NetCHB, LLC (“NetCHB”), a provider of customs filing solutions in the US. The purchase price for the acquisition was approximately $38.7 million, net of cash acquired, which was funded from cash on hand, plus potential performance-based contingent consideration of up to $60.0 million based on NetCHB achieving revenue-based targets over the first two years post-acquisition. The fair value of the contingent considerations was valued at $13.9 million at the acquisition date. The gross contractual amount of trade receivables acquired was $0.1 million with a fair value of $0.1 million at the date of acquisition. Our acquisition date estimate of contractual cash flows not expected to be collected was nominal. The purchase price was finalized in the three month period ended January 31, 2023 with no adjustments. On April 21, 2022, Descartes acquired substantially all of the assets of Foxtrot, Inc. (“Foxtrot”), a provider of machine learning-based mobile route execution solutions. The purchase price for the acquisition was approximately $4.2 million, net of cash acquired, which was funded from cash on hand. The gross contractual amount of trade receivables acquired was $0.7 million with a fair value of $0.7 million at the date of acquisition. Our acquisition date estimate of contractual cash flows not expected to be collected was nominal. The purchase price was finalized in the three month period ended April 30, 2023 with no adjustments. On June 3, 2022, Descartes acquired all of the shares of XPS Technologies, LLC (“XPS”), a provider of ecommerce multi-carrier parcel shipping solutions. The purchase price for the acquisition was approximately $61.1 million, net of cash acquired, which was funded from cash on hand, plus potential performance-based contingent consideration of up to $75.0 million based on XPS achieving revenue-based targets over the first two years post-acquisition. The fair value of the contingent consideration was valued at $9.4 million at the acquisition date. The gross contractual amount of trade receivables acquired was $1.5 million with a fair value of $1.5 million at the date of acquisition. Our acquisition date estimate of contractual cash flows not expected to be collected was nominal. The purchase price was finalized in the three month period ended July 31, 2023 with no adjustments. On January 5, 2023, Descartes acquired all of the shares of Tran-Soft, LLC, doing business as Supply Vision (“Supply Vision”), a provider of shipment management solutions for North American Logistics Services Providers. The purchase price for the acquisition was approximately $11.6 million, net of cash acquired, which was funded from cash on hand, plus potential performance-based contingent consideration of up to $3.0 million based on Supply Vision achieving revenue-based targets over the first two years post-acquisition. The fair value of the contingent consideration was valued at $2.7 million at the acquisition date. The gross contractual amount of trade receivables acquired was $0.3 million with a fair value of $0.3 million at the date of acquisition. Our acquisition date estimate of contractual cash flows not expected to be collected was nominal. The purchase price was finalized in the three month period ended January 31, 2024 with no adjustments. The final purchase price allocations for businesses we acquired in 2023 are as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | ​ |  | ​ | ​ | Supply |  | ​
​ | ​ | NetCHB | ​ | Foxtrot | ​ | XPS |  | Vision | ​ | Total
Purchase price consideration: |  |  |  |  |  | ​ | ​ |  |  |
Cash, less cash acquired related to NetCHB ($658), Foxtrot (Nil), XPS ($3,932) and Supply Vision ($413) |  | 38,664 | ​ | 4,228 |  | 61,096 | ​ | 11,573 |  | 115,561
Contingent consideration |  | 13,948 |  | — |  | 9,425 | ​ | 2,670 |  | 26,043
Net working capital adjustments payable (receivable) |  | 51 |  | 66 |  | 978 | ​ | 4 |  | 1,099
​ |  | 52,663 |  | 4,294 |  | 71,499 | ​ | 14,247 |  | 142,703
Allocated to: |  |  |  |  |  | ​ | ​ |  |  |
Current assets, excluding cash acquired |  | 469 |  | 835 |  | 2,449 | ​ | 718 |  | 4,471
Current liabilities |  | (367) |  | (22) |  | (1,483) | ​ | (532) |  | (2,404)
Deferred revenue |  | — |  | (336) |  | (2,196) | ​ | (132) |  | (2,664)
Net tangible assets (liabilities) assumed |  | 102 |  | 477 |  | (1,230) | ​ | 54 |  | (597)
Finite life intangible assets acquired: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Customer agreements and relationships |  | 10,900 |  | 650 |  | 8,100 | ​ | 2,500 |  | 22,150
Existing technology |  | 14,100 |  | 1,640 |  | 20,000 | ​ | 4,700 |  | 40,440
Trade names |  | 64 |  | — |  | 100 | ​ | 30 |  | 194
Non-compete covenants |  | 700 |  | — |  | 1,000 | ​ | 200 |  | 1,900
Goodwill |  | 26,797 |  | 1,527 |  | 43,529 | ​ | 6,763 |  | 78,616
​ |  | 52,663 |  | 4,294 |  | 71,499 | ​ | 14,247 |  | 142,703
​ The acquired intangible assets are being amortized over their estimated useful lives as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | ​ |  | ​ | ​ | Supply
​ | ​ | NetCHB | ​ | Foxtrot | ​ | XPS |  | Vision
Customer agreements and relationships |  | 13 years |  | 13 years |  | 11 years | ​ | 11 years
Existing technology |  | 6 years |  | 6 years |  | 6 years | ​ | 6 years
Trade names |  | 2 years |  | N/A |  | 2 years | ​ | 9 years
Non-compete covenants |  | 5 years |  | N/A |  | 5 years | ​ | 5 years
​ The goodwill on the NetCHB, Foxtrot, XPS and Supply Vision acquisitions arose as a result of the combined strategic value to our growth plan. The goodwill arising from the NetCHB, Foxtrot, XPS and Supply Vision acquisitions is deductible for tax purposes. 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 purchase price was finalized in the three month period ended April 30, 2022 with no adjustments. 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 purchase price was finalized in the three month period ended July 31, 2022 with no adjustments. The final purchase price allocations for businesses we acquired during 2022 are as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Questa |  | ​ |  | Green |  | ​
​ | ​ | Web | ​ | Portrix | ​ | 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 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. Pro Forma Results of Operations (Unaudited) The financial information in the table below summarizes selected results of operations on a pro forma basis as if we had acquired Localz, GroundCloud, Supply Vision, XPS, Foxtrot, NetCHB, GreenMile, Portrix and QuestaWeb as of February 1, 2021. This pro forma information is for information purposes only and does not purport to represent what our actual results of operations for the periods presented would have been had the acquisitions of Localz, GroundCloud, Supply Vision, XPS, Foxtrot, NetCHB, GreenMile, Portrix and QuestaWeb occurred at February 1, 2021, or to project our results of operations for any future period. ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | January 31, |  | January 31, |  | January 31,
Year Ended | ​ | 2024 | ​ | 2023 | ​ | 2022
​ | ​ | ​ | ​ | ​ | ​ | ​
Revenues |  | 574,947 | ​ | 538,222 |  | 496,064
Net income |  | 115,148 | ​ | 100,332 |  | 84,582
Earnings per share |  | ​ | ​ | ​ |  | ​
Basic |  | 1.35 | ​ | 1.18 |  | 1.00
Diluted |  | 1.33 | ​ | 1.16 |  | 0.98
​

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