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Investor Relations

1. When was Descartes founded?

Descartes was founded in 1981.

2. How many employees does Descartes have?

Descartes currently has over 600 employees world wide. This number continues to grow as we expand further into the logistics market. For current job openings click here.

3. Where is Descartes corporate office?

Descartes’ headquarters are located at 120 Randall Drive, Waterloo, Ontario, N2V 1C6. See a complete list of Descartes office locations worldwide.

4. What are the different Descartes solutions?

Destails of Descartes’ solution offering can be found here: http://www.descartes.com/company/index.html

5. Where are Descartes shares traded?

Descartes’ shares are listed on the NASDAQ Stock Market (NASDAQ: DSGX) and the Toronto Stock Exchange (TSX: DSG).

6. When did Descartes begin trading on the stock exchanges?

Descartes began trading on the Toronto Stock Exchange in January 1998 and on the NASDAQ in June 1998.

7. What have been Descartes’ recent financing and acquisition activities?

On February 5, 2009 we acquired the logistics business of privately-held Oceanwide Inc. in an all-cash transaction. The acquisition added more than 700 members to our GLN and extended our customs compliance solutions. Oceanwide's logistics business (“Oceanwide”) is focused on a web-based, hosted SaaS model that we believe is ideal for customs brokers and freight forwarders who choose to outsource rather than procure or manage traditional enterprise applications behind their own firewalls. Oceanwide provides solutions for the following: customs filing, including new 10+2 compliant advanced manifest solutions; automated customs broker interfaces (“ABI”); trade compliance; and logistics management software. The acquired logistics business employed approximately 45 people at offices in Montreal, Quebec and Miami, Florida. We acquired 100% of Oceanwide's US operations and certain Canadian assets and liabilities related to the logistics business. The purchase price for this acquisition, net of working capital received, was approximately $8.4 million in cash plus transaction costs.

On March 11, 2009, we completed the acquisition of all of the shares of Scancode Systems Inc. (“Scancode). Scancode provides its customers with a system that provides up-to-date shipment rates that allow the customer to both make efficient shipment decisions and comply with carrier manifesting and labeling requirements. We believe that Scancode’s strength is in helping to manage small parcel shipments with postal services, courier carriers and over 150 less-than-truckload carriers. Scancode also has supporting warehouse and automated data collection functionality. The purchase price for this acquisition, net of working capital received, was approximately $6.5 million in cash plus transaction costs.

On October 20, 2009, we completed a bought-deal public share offering in Canada which raised gross proceeds of CAD 40,002,300 (equivalent to approximately $38.4 million at the time of the transaction) from a sale of 6,838,000 common shares at a price of CAD 5.85 per share. The underwriters also exercised an over-allotment option on October 20, 2009 to purchase an additional 1,025,700 common shares (in aggregate, 15% of the offering) at CAD 5.85 per share comprised of 332,404 common shares from Descartes and 693,296 common shares from certain executive officers and directors of Descartes. Gross proceeds to us from the exercise of the over-allotment option were CAD 1,944,563 (equivalent to approximately $1.9 million at the time of the transaction). In addition, we received an aggregate of CAD 1,277,648 (equivalent to approximately $1.2 million at the time of the transaction) in proceeds from certain executive officers and directors of Descartes from their exercise of employee stock options to satisfy their respective obligations under the over-allotment option.

On December 18, 2009, we announced that the Toronto Stock Exchange (“TSX”) had approved our purchase of up to an aggregate of 5,458,773 common shares of Descartes pursuant to a renewed normal course issuer bid. The purchases can occur from time to time until December 21, 2010, through the facilities of the TSX and/or the NASDAQ Stock Market (“NASDAQ”), if and when we consider advisable. We have not completed any purchases pursuant to this normal course issuer bid.

On March 19, 2010, we acquired 96.17% of the shares of Zemblaz NV (NYSE Alternext Brussels: ALPTH) (formerly denominated Porthus NV, “Porthus”), a leading provider of global trade management solutions, at EUR 12.50 per share. On April 16, 2010, we purchased the remaining 3.83% of the Porthus shares at EUR 12.50 per share, and all outstanding warrants a price of EUR 12.33 per warrant issued pursuant to the 2000 warrant plan and a price of EUR 20.76 per warrant issued pursuant to the 2001 warrant plan. In total, we paid EUR 29,963,074 to acquire all outstanding securities.

On April 19, 2010, we purchased all of the shares of privately-held 882976 Ontario Inc. doing business as Imanet (“Imanet” www.imanet.net), a provider of enterprise and on-demand technology solutions to customs brokers, freight forwarders, exporters and self-clearing importers. Imanet’s solutions focus on enabling members of the international trade community to communicate with Canada Border & Security Agency (CBSA). Leading customs brokers, freight forwarders and Canadian importers manage their shipments and interactions with CBSA using Imanet’s solutions. To complete the acquisition, net of working capital received, we paid approximately CDN $6.0 million (approximately $5.9 million at April 19, 2010) and incurred certain transaction expenses.

On June 16, 2010, Descartes we acquired Routing International, which is headquartered in Brussels, Belgium, with offices in the Netherlands, France, Luxembourg, and Spain, and has approximately 22 employees. Routing International is a leading developer and distributor of optimized route planning solutions. Routing International's solutions joined our Descartes MRM 2.0 solution suite, which combine optimized real-time planning with wireless mobile technology to manage resources in motion. To complete the acquisition, net of cash received, we paid approximately EUR 3.3 million (approximately US $4.1 million at June 16, 2010) and incurred certain transaction expenses.

8. Can I buy shares directly from Descartes?

Descartes does not sell shares directly. Please contact your broker to purchase shares.

9. When is Descartes’ Fiscal Year-end?

Descartes’ current year, fiscal 2011, will end on January 3, 2011.

10. How many shares are outstanding?

January 31, 2010 – 61,410,877 (@ year-end)
March 11, 2010 – 61,410,877 (@ issuance of Annual Report)
June 4, 2010 – 61,469,477

11. What is Descartes official accounting currency?

Descartes reports its financial results in accordance with US generally accepted accounting principles and in US dollars.

12. Has Descartes split its stock?

No.

13. How does Descartes generate revenue?

Descartes’ revenues consist of services revenues and license revenues. Services revenues are principally comprised of the following: (i) ongoing transactional fees for use of our services and products by our customers, which are recognized as the transactions occur; (ii) professional services revenues from consulting, implementation and training services related to our services and products, which are recognized as the services are performed; and (iii) maintenance, subscription and other related revenues, which include revenues associated with maintenance and support of our services and products, which are recognized ratably over the subscription period. License revenues derive from licenses granted to our customers to use our software products.

14. How does Descartes recognize revenue?

Descartes recognizes revenues in accordance with applicable guidance under US GAAP.

15. Who are Descartes’ auditors?

Deloitte & Touche LLP.

16. How can I obtain a copy of Descartes’ annual and quarterly reports?

Please contact the Corporate Secretary at investor@descartes.com, by phone at 519 746 6114 x2358 or by fax at 519 747 7037.

17. How can I obtain a copy of documents filed by Descartes with Canadian securities commissions and the Securities and Exchange Commission (SEC) in the U.S.?

Documents are available at the following sites: www.edgar.gov and www.sedar.com. Documents can also be obtained from the Corporate Secretary at Please contact the Corporate Secretary at investor@descartes.com, by phone at 519 746 6114 x2358 or by fax at 519 747 7037.

18. Who is Descartes’ transfer agent and how can I reach them?

Computershare Investor Services Inc. is Descartes’ transfer agent and can be reached as follows: Transfer Agents Computershare Investor Services Inc. 100 University Avenue Toronto, Ontario M5J 2Y1 North America: (800) 663-9097 International: (416) 263-9200 Computershare Trust Company 12039 West Alameda Parkway Suite Z-2 Lakewood, Colorado 80228 USA International: (303) 262-0600.

19. How do I obtain or modify information regarding my shareholder account? How can I transfer ownership of my shares?

Please contact the transfer agent as follows: Transfer Agents Computershare Investor Services Inc. 100 University Avenue Toronto, Ontario M5J 2Y1 North America: (800) 663-9097 International: (416) 263-9200 Computershare Trust Company 12039 West Alameda Parkway Suite Z-2 Lakewood, Colorado 80228 USA International: (303) 262-0600.

20. If my Descartes share certificate has been lost, stolen or destroyed, how do I arrange to replace it?

Please contact the transfer agent as follows:

Transfer Agents

Computershare Investor Services Inc.
100 University Avenue
Toronto, Ontario M5J 2Y1
North America: (800) 663-9097
International: (416) 263-9200

Computershare Trust Company
12039 West Alameda Parkway
Suite Z-2 Lakewood, Colorado
80228 USA
International: (303) 262-0600

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