Descartes Reports Fiscal 2010 Fourth Quarter and Year End Financial Results

WATERLOO, Ontario, March 10, 2010 (GLOBE NEWSWIRE) -- Descartes Systems

Group (TSX:DSG) (Nasdaq:DSGX), a federated global logistics network,

announced financial results for its fiscal 2010 fourth quarter (Q4FY10)

and year (FY10) ended January 31, 2010. All financial results

referenced are in United States (U.S.) currency and, unless otherwise

indicated, are determined in accordance with U.S. Generally Accepted

Accounting Principles (GAAP).

Q4FY10 Financial Results

As described in more detail below, key financial highlights for

Descartes in Q4FY10 included:

-- Revenues of $18.9 million, up $3.2 million or 20% from $15.7 million in

the fourth quarter of last fiscal year (Q4FY09) and consistent with

$18.9 million in the previous quarter (Q3FY10);

-- Services revenues of $17.7 million, or 94% of total revenues. Q4FY10

services revenues were up 23% from $14.4 million in Q4FY09 and down 2%

from $18.0 million in Q3FY10;

-- Gross margin of 68%, consistent with 68% in Q4FY09 and compared to 69%

in Q3FY10;

-- Net income of $10.3 million, compared to $15.4 million in Q4FY09 and

$1.0 million in Q3FY10. Net income in Q4FY10 and Q4FY09 included

non-cash, deferred income tax recoveries of $10.9 million and $13.1

million, respectively, as Descartes recorded deferred tax assets for

prior period tax losses that are anticipated to be applied against

taxable income earned in future periods;

-- Earnings per share on a diluted basis of $0.17, compared to $0.29 in

Q4FY09 and $0.02 in Q3FY10;

-- Days sales outstanding of 47 days, down 3 days from 50 days in Q4FY09,

and compared to 48 days last quarter;

-- Adjusted Net Income of $5.2 million, up 13% from $4.6 million in Q4FY09

and consistent with $5.2 million in Q3FY10. Adjusted Net Income as a

percentage of revenues was 28% this quarter, compared to 29% in Q4FY09

and consistent with 28% in Q3FY10. Adjusted Net Income per share on a

diluted basis for Q4FY10 was $0.08, compared to $0.09 in both Q4FY09 and

Q3FY10.

Adjusted Net Income is a non-GAAP financial measure provided as a

complement to financial results presented in accordance with GAAP. We

define Adjusted Net Income as earnings before interest, taxes,

depreciation and amortization (for which we include amortization of

intangible assets, contingent acquisition consideration, deferred

compensation, stock-based compensation and related taxes),

acquisition-related expenses and restructuring charges. These items are

considered by management to be outside Descartes' ongoing operational

results. Adjusted Net Income per diluted share is determined by

dividing Adjusted Net Income by our shares outstanding on a diluted

basis. A reconciliation of Adjusted Net Income to net income determined

in accordance with GAAP and of Adjusted Net Income per diluted share to

net income per diluted share determined in accordance with GAAP is

provided later in this release.

The following table summarizes Descartes' results in the categories

specified below over the past 5 fiscal quarters (unaudited, dollar

amounts in millions):

----------------------------------------------------------------------------

Q4 Q3 Q2 Q1 Q4

FY10 FY10 FY10 FY10 FY09

--------- -------- -------- -------- ---------

Revenues 18.9 18.9 18.6 17.4 15.7

Services revenues 17.7 18.0 17.1 16.8 14.4

Gross margin 68% 69% 68% 70% 68%

Net income* 10.3 1.0 0.8 2.2 15.4

Adjusted Net Income 5.2 5.2 5.2 4.7 4.6

Adjusted Net Income as a

% of revenues 28% 28% 28% 27% 29%

Adjusted Net Income per

diluted share 0.08 0.09 0.10 0.09 0.09

DSOs (days) 47 48 48 49 50

----------------------------------------------------------------------------

* Net income was positively impacted by net non-cash deferred income tax

recoveries of $10.9 million, $0.7 million and $13.1 million in Q4FY10,

Q1FY10 and Q4FY09, respectively. Net income was also impacted by net

non-cash deferred income tax expenses as tax losses were applied to taxable

income in the amounts of $1.5 million and $1.6 million in Q3FY10 and

Q2FY10, respectively. Net income in Q4FY10 was also impacted by $3.0

million in non-cash stock-based compensation expense, as further described

herein, compared to $0.2 million, $0.1 million, $0.1 million and $0.2

million in Q3FY10, Q2FY10, Q1FY10 and Q4FY09, respectively.

Total revenues of $18.9 million in Q4FY10 were comprised of $17.7

million (94%) in services revenues and $1.2 million (6%) in license

revenues. Q4FY10 services revenues were up 23% from $14.4 million in

Q4FY09 and compared to $18.0 million in Q3FY10.

Geographically, $11.1 million of revenues (59%) were generated in the

U.S., $4.0 million (21%) in Europe, Middle East and Africa (EMEA),

$2.6 million (14%) in Canada, $1.0 million (5%) in the Asia Pacific

region and $0.3 million (1%) in the Americas, excluding the U.S. and

Canada. This geographic distribution is determined based on location of

customer, as opposed to prior periods where it was determined based on

Descartes' geographic area of operation.

Our diligent attention to our operating model has delivered positive

results, said Stephanie Ratza, CFO at Descartes. We maintain a solid

balance sheet with a healthy cash position and will continue to focus

closely on our operations while we execute on our consolidation

strategy.

There is a new immediacy for our customers; the world has changed and

our customers need to change with it. We have, and will, continue to

work with our customers to provide solutions that allow them to save

money now and help them comply with regulatory requirements for

shipments through our federated Global Logistics Network and

value-added services, said Art Mesher, Descartes' CEO. Our

customer-focused strategy and proactive approach to solving logistics

problems has put time on our customers' side and our side as we

collectively advance to making the world a better place through

logistics.

FY10 Financial Results

As described in more detail below, key financial highlights for

Descartes in FY10 included the following:

-- Revenues of $73.8 million, up $7.8 million or 12% from $66.0 million in

Descartes' fiscal year ended January 31, 2009 (FY09);

-- Services revenues of $69.6 million, or 94% of total revenues, up 14%

from $61.0 million in FY09;

-- Gross margin of 69%, up from 66% in the same period a year ago;

-- Net income of $14.3 million compared to $20.2 million in FY09. Net

income in FY10 and FY09 included net non-cash deferred income tax

recoveries of $8.5 million and $11.7 million, respectively, as Descartes

recorded deferred tax assets for prior period tax losses that are

anticipated to be applied against taxable income earned in future

periods;

-- Earnings per share on a diluted basis of $0.25 per share compared to

$0.38 per share in FY09; and

-- Adjusted Net Income of $20.3 million, an increase of $3.3 million or 19%

from Adjusted Net Income of $17.0 million in FY09. Adjusted Net Income

as a percentage of revenues was 28% in FY10 compared to 26% in FY09.

Adjusted Net Income is a non-GAAP financial measure provided as a

complement to the GAAP financial measures in this release. A

reconciliation of Adjusted Net Income to net income determined in

accordance with GAAP is provided later in this release.

The following table summarizes Descartes' results in the categories

specified below over the past two fiscal years (unaudited, dollar

amounts in millions, except per share amounts):

FY10 FY09

--------- ---------

Revenues 73.8 66.0

Services revenues 69.6 61.0

Net income* 14.3 20.2

Diluted EPS* 0.25 0.38

Adjusted Net Income 20.3 17.0

Adjusted Net Income as a

% of revenues 28% 26%

* Net income and earnings per share on a

diluted basis in FY10 and FY09 were

positively impacted by net non-cash deferred

income tax recoveries of $8.5 million and

$11.7 million, respectively. Net income in

FY10 was also impacted by $3.4 million in

non-cash stock-based compensation expense, as

further described herein, compared to $0.5

million in FY09.

Total revenues of $73.8 million in FY10 were comprised of $69.6 million

in services revenues and $4.2 million in license revenues. As a

percentage of total revenues, services revenues were 94%, compared to

92% in FY09, with the balance of the revenues in each period being

license revenues.

Geographically, $44.5 million of revenues (60%) were generated in the

U.S., $15.8 million (21%) in EMEA, $9.1 million (12%) in Canada, $3.6

million (5%) in the Asia Pacific region and $0.8 million (1%) in the

Americas, excluding the U.S. and Canada. This geographic distribution

is determined based on location of customer, as opposed to prior

periods where it was determined based on Descartes' geographic area of

operation.

Cash Position at January 31, 2010

As at January 31, 2010, Descartes had $94.6 million in cash comprised

of $89.5 million in cash and cash equivalents and $5.1 million in

short-term investments. As at January 31, 2009, we had $57.6 million in

cash and cash equivalents and short-term investments.

The table set forth below provides a summary of cash flows for FY10 in

millions of dollars:

Cash, cash equivalents and short-term investments, February 1,

2009 57.6

------

Cash provided by operating activities 16.5

Additions to capital assets (1.6)

Acquisition of subsidiaries and acquisition-related costs (15.0)

Issuance of common shares, net of issue costs 40.3

Effect of foreign exchange rates on cash and cash equivalents (3.2)

------

Net change in cash, cash equivalents and short-term investments 37.0

------

Cash, cash equivalents and short-term investments, January 31,

2010 94.6

Non-Cash Stock-based Compensation Expense

In Q4FY10, we reviewed our stock option forfeiture rate assumptions

used in connection with expensing stock options. We changed our

forfeiture rate assumptions used in FY10 after considering various

factors, including our recent stock price increase and evidence of the

decline in the attrition rate of employees who had been granted stock

options. In addition, we reviewed the estimated forfeiture rate we used

in each of the two previous fiscal years, determined to adjust it to

the actual forfeiture rate over these periods and determined that the

aggregate impact of $1.1 million was immaterial to these periods and to

FY10. We accounted for these changes in estimated forfeiture rates and

the corresponding reconciliation to actual forfeitures in Q4FY10,

resulting in $3.0 million in non-cash stock-based compensation expense

in Q4FY10.

Bid To Acquire Porthus

On February 22, 2010, Descartes, through a wholly-owned subsidiary,

commenced a conditional voluntary cash bid (the Bid) to acquire all

the shares of Zemblaz NV (NYSE Alternext Brussels:ALPTH) (formerly

denominated Porthus NV, Porthus). Porthus is a leading provider of

global trade management solutions.

Descartes' offer is a cash bid of EUR 12.50 per share, EUR 12.33 per

warrant issued pursuant to Porthus' April 21, 2000 warrant plan and EUR

20.76 per warrant issued pursuant to Porthus' November 7, 2001 warrant

plan. As of December 11, 2009, Porthus had 2,348,790 outstanding shares

and 23,759 warrants convertible into 71,277 additional shares.

Depending on the number of warrants exercised for shares prior to

closing, the aggregate consideration payable by Descartes as part of

the Bid is expected to be between approximately EUR 29.7 million

(equivalent to approximately USD 40.4 million at March 9, 2010) and EUR

30.3 million (equivalent to approximately USD 41.2 million at March 9,

2010).

The Bid is conditional on Descartes acquiring 95% of Porthus'

outstanding shares and there being no material adverse change to

Porthus or its business prior to closing. If Descartes acquires, as a

consequence of the Bid, 95% or more of Porthus' shares, assuming all

other conditions are satisfied, then Descartes intends to proceed with

a buy-out offer of the remaining shares on the same terms as the Bid.

Certain shareholders of Porthus, holding 51.8% of the shares of

Porthus, including the reference shareholder, Saffelberg Investments,

and all Executive Management, have committed to support the Bid and

tender their shares and warrants to Descartes in the Bid.

The results of the Bid will be announced by March 19, 2010.

Conference Call

Members of Descartes' executive management team are scheduled to host a

conference call to discuss the company's financial results and business

prospects at 8:00 a.m. EST on Wednesday March 10th. Designated numbers

are (800) 699-5854 for North America or +1 (212) 231-2932 for

International. The company simultaneously has scheduled an audio web

cast on the Descartes Web site at www.descartes.com/company/investors.

Phone conference dial-in or web cast log-in is required approximately

10 minutes beforehand.

Replays of the conference call will be available in two formats and

accessible for 24 hours after the call's completion by dialing (800)

633-8284 or +1 (402) 977-9140 and using passcode number 21457849. An

archived replay of the web cast will be available at

www.descartes.com/company/investors.

About Descartes

Descartes (TSX:DSG) (Nasdaq:DSGX), helps organizations with

logistics-intensive businesses to save money by improving the

productivity and performance of their operations. Underlying Descartes'

offerings is the Descartes Global Logistics Network (GLN), one of the

world's most extensive multi-modal business application networks. As a

federated platform, the Descartes GLN combines with component-based

'nano' sized applications to provide messaging services between

logistics trading partners, shipment management services to help manage

third party carriers and private fleet management services for

organizations of all sizes. Descartes' solutions and services deliver

results by enabling organizations around the world to reduce

administrative costs, billing cycles, fleet size, contract carrier

costs, and mileage driven; improve pickup and delivery reliability; and

optimize working capital through fleet visibility. Descartes' hosted,

transactional and packaged solutions deliver repeatable, measurable

results and fast time-to-value. Descartes customers include an

estimated 1,600 ground carriers and more than 90 airlines, 30 ocean

carriers, 900 freight forwarders and third-party providers of logistics

services, and hundreds of manufacturers, retailers, distributors,

private fleet owners and regulatory agencies. The company has more than

400 employees and is based in Waterloo, Ontario, with operations in

Atlanta, Copenhagen, Heverlee, Pittsburgh, Ottawa, Montreal, Miami,

Washington D.C., Derby, London, Silver Spring, Stockholm, Suzhou,

Shanghai, Tokyo, and Toronto. For more information, visit

www.descartes.com.

The Descartes Systems Group logo is available at

http://www.globenewswire.com/newsroom/prs/?pkgid=4065

Safe Harbor Statement

This release contains forward-looking information within the meaning of

applicable securities laws (forward-looking statements) that relate

to the positioning of Descartes to provide value to customers and

shareholders; its execution of its consolidation strategy; its

acquisition of Porthus; and other matters. Such forward-looking

statements involve known and unknown risks, uncertainties and other

factors and assumptions that may cause the actual results, performance

or achievements of Descartes, or developments in Descartes' business or

industry, to differ materially from the anticipated results,

performance or achievements or developments expressed or implied by

such forward-looking statements. Such factors include, but are not

limited to, the impact on Descartes' business of the global economic

downturn; Descartes' ability to continue to align operating expenses to

visible and recurring revenues; the impact of foreign currency exchange

rates; Descartes' ability to successfully execute on acquisitions and

to integrate acquired businesses and assets, and to predict expenses

associated with and revenues from the acquisitions; Descartes' ability

to retain or obtain sufficient capital to execute on its business

strategy, including its acquisition strategy; the ability to attract

and retain key personnel and the ability to manage the departure of key

personnel; departures of key customers; disruptions in the movement of

freight; the potential for future goodwill or intangible impairment as

a result of other-than-temporary decreases in Descartes' market

capitalization; the satisfaction of applicable closing conditions in

the Porthus transaction; and other factors and assumptions discussed in

the section entitled, Certain Factors That May Affect Future Results

in documents filed with the Securities and Exchange Commission, the

Ontario Securities Commission and other securities commissions across

Canada, including Descartes' Annual Report on Form 40-F for FY09. If

any such risks actually occur, they could materially adversely affect

our business, financial condition or results of operations. In that

case, the trading price of our common shares could decline, perhaps

materially. Readers are cautioned not to place undue reliance upon any

such forward-looking statements, which speak only as of the date made.

Forward-looking statements are provided for the purpose of providing

information about management's current expectations and plans relating

to the future. Readers are cautioned that such information may not be

appropriate for other purposes. We do not undertake or accept any

obligation or undertaking to release publicly any updates or revisions

to any forward-looking statements to reflect any change in our

expectations or any change in events, conditions or circumstances on

which any such statement is based, except as required by law.

Reconciliation of Non-GAAP Financial Measure - Adjusted Net Income

We prepare and release quarterly unaudited and annual audited financial

statements prepared in accordance with GAAP. We also disclose and

discuss certain non-GAAP financial information, used to evaluate our

performance, in this and other earnings releases and investor

conference calls as a complement to results provided in accordance with

GAAP. We believe that current shareholders and potential investors in

our company use non-GAAP financial measures, such as Adjusted Net

Income, in making investment decisions about our company and measuring

our operational results.

The term Adjusted Net Income refers to a financial measure that we

define as earnings before interest, taxes, depreciation and

amortization (for which we include amortization of intangible assets,

contingent acquisition consideration, deferred compensation,

stock-based compensation and related taxes), acquisition-related

expenses and restructuring charges. For fiscal periods ended on or

before January 31, 2009, costs and expenses of acquisitions, as well as

certain costs of restructuring/integrating acquired companies, were

capitalized as part of the purchase price for each acquisition.

Effective for Descartes' fiscal year ended January 31, 2010, GAAP has

changed to require that such costs be expensed in the period incurred

rather than recorded as part of goodwill. Management considers

acquisition-related and restructuring activities to be outside the

scope of Descartes' ongoing operations and the related expenses are not

used by management to measure operations. Accordingly, these expenses

arising as a result of this accounting change are excluded from

Adjusted Net Income, which we reference to both measure our operations

and as a basis of comparison of our operations from period-to-period.

Adjusted Net Income per diluted share is determined by dividing

Adjusted Net Income by our shares outstanding on a diluted basis.

Management believes that investors and financial analysts measure our

business on the same basis, and we are providing the Adjusted Net

Income financial metric to assist in this evaluation and to provide a

higher level of transparency into how we measure our own business.

However, Adjusted Net Income is a non-GAAP financial measure and may

not be comparable to similarly titled measures reported by other

companies. Adjusted Net Income should not be construed as a substitute

for net income determined in accordance with GAAP and the use of

Adjusted Net Income does have limitations. In particular, we have

completed nine acquisition transactions over the past three fiscal

years (including two acquisition transactions in the first quarter of

FY10), have commenced our Bid to acquire Porthus, and may complete

acquisition transactions in the future that will result in

acquisition-related expenses and restructuring charges. As these

acquisition-related expenses and restructuring charges may continue,

some investors may consider these charges and expenses as a recurring

part of operations rather than non-recurring charges and expenses that

are not part of operations.

The table below reconciles Adjusted Net Income to net income reported

in our unaudited Consolidated Statements of Operations for Q4FY10,

Q3FY10, Q2FY10, Q1FY10 and Q4FY09, which we believe is the most

directly comparable GAAP measure.

(US dollars in millions) Q4FY10 Q3FY10 Q2FY10 Q1FY10 Q4FY09

Net income, as reported on

Consolidated Statements of

Operations 10.3 1.0 0.8 2.2 15.4

Adjustments to reconcile to

Adjusted Net Income:

Investment income (0.1) (0.1) (0.1) (0.1) (0.2)

Income tax expense (recovery) (11.0) 1.8 2.0 (0.4) (13.1)

Depreciation expense 0.6 0.5 0.4 0.4 0.6

Amortization of intangible assets 1.7 1.7 1.8 1.8 1.3

Amortization of deferred

compensation, stock-based

compensation and related taxes 3.0 0.2 0.1 0.1 0.2

Acquisition-related expenses 0.4 -- 0.2 0.3 0.3

Restructuring charges 0.3 0.1 -- 0.4 0.1

------ ------ ------ ------ --------------

Adjusted Net Income 5.2 5.2 5.2 4.7 4.6

------ ------ ------ ------ --------------

The table below reconciles Adjusted Net Income to net income reported

in our unaudited Consolidated Statements of Operations for the years

ended January 31, 2010 and January 31, 2009, which we believe is the

most directly comparable GAAP measure.

(US dollars in millions) FY10 FY09

Net income, as reported on

Consolidated Statements of

Operations 14.3 20.2

Adjustments to reconcile to

Adjusted Net Income:

Investment income (0.4) (1.0)

Income tax recovery (7.6) (11.5)

Depreciation expense 1.9 2.2

Amortization of intangible

assets and contingent

acquisition consideration 7.0 6.0

Amortization of deferred

compensation, stock-based

compensation and related taxes 3.4 0.5

Acquisition-related expenses 0.9 0.3

Restructuring charges 0.8 0.3

----- ------

Adjusted Net Income 20.3 17.0

----- ------

THE DESCARTES SYSTEMS GROUP INC.

CONSOLIDATED BALANCE SHEETS

(US DOLLARS IN THOUSANDS; US GAAP; FY10

UNAUDITED)

-----------------------------------------------

--------- ---------

January January

31, 2010 31, 2009

--------- ---------

ASSETS

CURRENT ASSETS

Cash and cash

equivalents 89,554 47,422

Short-term investments 5,071 10,210

Accounts receivable

Trade 9,840 8,702

Other 2,231 985

Prepaid expenses and

other 1,146 855

Deferred income taxes 4,414 5,490

Deferred tax charge 197 197

--------- ---------

112,453 73,861

CAPITAL ASSETS 5,482 4,888

GOODWILL 34,456 26,381

INTANGIBLE ASSETS 21,058 15,475

DEFERRED INCOME TAXES 34,346 24,665

DEFERRED TAX CHARGE 395 592

--------- ---------

208,190 145,862

--------- ---------

LIABILITIES AND

SHAREHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable 2,603 1,938

Accrued liabilities 7,509 5,526

Income taxes payable 975 589

Deferred revenue 5,454 3,317

--------- ---------

16,541 11,370

DEFERRED REVENUE 1,172 --

INCOME TAX LIABILITY 2,605 2,325

--------- ---------

20,318 13,695

SHAREHOLDERS' EQUITY

Common shares --

unlimited shares

authorized; Shares

issued and outstanding

totalled 61,410,877 at

January 31, 2010 (

January 31, 2009 --

53,013,227) 86,609 44,986

Additional paid-in

capital 451,591 449,462

Accumulated other

comprehensive (loss)

income (2,034) 363

Accumulated deficit (348,294) (362,644)

--------- ---------

187,872 132,167

--------- ---------

208,190 145,862

--------- ---------

THE DESCARTES SYSTEMS GROUP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(US DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS; US GAAP;

FY10 AND QUARTERLY DATA UNAUDITED)

---------------------------------------------------------------

------------------ -----------------

Twelve Months

Three Months Ended Ended

------------------ -----------------

January January January January

31, 31, 31, 31,

2010 2009 2010 2009

-------- -------- ------- --------

REVENUES 18,874 15,680 73,768 66,044

COST OF REVENUES 6,123 4,994 23,172 22,353

-------- -------- ------- --------

GROSS MARGIN 12,751 10,686 50,596 43,691

-------- -------- ------- --------

EXPENSES

Sales and marketing 3,232 2,086 10,794 8,992

Research and

development 3,871 2,718 14,499 11,458

General and

administrative 4,694 2,408 11,991 9,546

Amortization of

intangible assets 1,673 1,319 6,929 5,133

Contingent acquisition

consideration -- -- -- 833

-------- -------- ------- --------

13,470 8,531 44,213 35,962

-------- -------- ------- --------

INCOME (LOSS) FROM

OPERATIONS (719) 2,155 6,383 7,729

INVESTMENT INCOME 74 187 342 1,002

-------- -------- ------- --------

INCOME (LOSS) BEFORE

INCOME TAXES (645) 2,342 6,725 8,731

INCOME TAX EXPENSE

(RECOVERY)

Current (40) (4) 855 256

Deferred (10,947) (13,100) (8,480) (11,735)

-------- -------- ------- --------

(10,987) (13,104) (7,625) (11,479)

-------- -------- ------- --------

NET INCOME 10,342 15,446 14,350 20,210

-------- -------- ------- --------

EARNINGS PER SHARE

Basic 0.17 0.29 0.26 0.38

Diluted 0.17 0.29 0.25 0.38

-------- -------- ------- --------

WEIGHTED AVERAGE SHARES

OUTSTANDING (thousands)

Basic 61,326 53,002 55,389 52,961

Diluted 62,519 53,683 56,437 53,659

-------- -------- ------- --------

THE DESCARTES SYSTEMS GROUP INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(US DOLLARS IN THOUSANDS; US GAAP; FY10 AND QUARTERLY DATA UNAUDITED)

---------------------------------------------------------------------------------

------------------ ---------------------

Three Months Ended Twelve Months Ended

------------------ ---------------------

January January January January

31, 2010 31, 2009 31, 2010 31, 2009

-------- -------- -------- --------

OPERATING ACTIVITIES

Net income 10,342 15,446 14,350 20,210

Adjustments to reconcile net income to

cash provided by operating

activities:

Depreciation 566 584 1,870 2,231

Amortization of intangible assets 1,673 1,319 6,929 5,133

Amortization of deferred compensation 34 1 38 7

Stock-based compensation expense 2,981 144 3,371 527

Deferred income taxes (10,947) (13,100) (8,480) (11,735)

Deferred tax charge 50 50 197 (216)

Changes in operating assets and

liabilities:

Accounts receivable

Trade 86 (228) 788 772

Other 247 (356) 219 234

Prepaid expenses and other 51 347 364 81

Deferred contingent acquisition

consideration -- -- -- 833

Accounts payable 59 (87) 478 (617)

Accrued liabilities (1,697) 427 (3,253) 1,379

Income taxes payable 1,418 187 1,665 (285)

Deferred revenue (317) 43 (2,001) 131

-------- -------- -------- --------

Cash provided by operating activities 4,546 4,777 16,535 18,685

-------- -------- -------- --------

INVESTING ACTIVITIES

Maturities of short-term investments 30,307 -- 40,501 --

Purchase of short-term investments -- (10,210) (35,362) (10,210)

Additions to capital assets (306) (371) (1,626) (1,343)

Business acquisitions, net of cash

acquired -- (320) (14,964) (2,231)

Acquisition-related costs -- (13) (58) (928)

-------- -------- -------- --------

Cash provided by (used in) investing

activities 30,001 (10,914) (11,509) (14,712)

-------- -------- -------- --------

FINANCING ACTIVITIES

Issuance of common shares for cash,

net of issue costs (199) 79 40,293 177

-------- -------- -------- --------

Cash provided by (used in) financing

activities (199) 79 40,293 177

-------- -------- -------- --------

Effect of foreign exchange rate on

cash and cash equivalents (3,311) (39) (3,187) (819)

-------- -------- -------- --------

Increase (decrease) in cash and cash

equivalents 31,037 (6,097) 42,132 3,331

Cash and cash equivalents at beginning

of period 58,517 53,519 47,422 44,091

-------- -------- -------- --------

Cash and cash equivalents at end of

period 89,554 47,422 89,554 47,422

-------- -------- -------- --------