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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/10/14 Descartes Systems Group Inc 40-F 1/31/14 111:13M Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: 40-F Registration Statement or Annual Report by a HTML 93K
Canadian Issuer
2: EX-99.1 Miscellaneous Exhibit HTML 362K
3: EX-99.3 Miscellaneous Exhibit HTML 31K
4: EX-99.4 Miscellaneous Exhibit HTML 38K
5: EX-99.5 Miscellaneous Exhibit HTML 39K
6: EX-99.6 Miscellaneous Exhibit HTML 36K
74: R1 Document And Entity Information HTML 56K
57: R2 Consolidated Balance Sheets HTML 126K
69: R3 Consolidated Balance Sheets (Parentheticals) HTML 36K
78: R4 Consolidated Statements of Operations HTML 106K
101: R5 Consolidated Statements of Comprehensive Income HTML 48K
(Loss)
59: R6 Consolidated Statements of Comprehensive Income HTML 33K
(Loss) (Parentheticals)
68: R7 Consolidated Statements of Shareholders’ Equity HTML 91K
51: R8 Consolidated Statements of Cash Flows HTML 129K
41: R9 Note 1 - Description of the Business HTML 35K
103: R10 Note 2 - Significant Accounting Policies HTML 77K
80: R11 Note 3 - Revision of Previously Issued Financial HTML 68K
Statements
79: R12 Note 4 - Acquisitions HTML 281K
86: R13 Note 5 - Trade Receivables HTML 44K
87: R14 Note 6 - Other Receivables HTML 40K
84: R15 Note 7 -Inventory HTML 41K
88: R16 Note 8 - Capital Assets HTML 55K
70: R17 Note 9 - Intangible Assets HTML 57K
75: R18 Note 10 - Goodwill HTML 51K
82: R19 Note 11 - Accrued Liabilities HTML 43K
111: R20 Note 12 - Debt HTML 43K
96: R21 Note 13 - Commitments, Contingencies and HTML 51K
Guarantees
64: R22 Note 14 - Share Capital HTML 48K
81: R23 Note 15 - Earnings Per Share HTML 59K
66: R24 Note 16 - Stock-Based Compensation Plans HTML 223K
32: R25 Note 17 - Income Taxes HTML 200K
97: R26 Note 18 - Other Charges HTML 66K
107: R27 Note 19 - Segmented Information HTML 87K
46: R28 Accounting Policies, by Policy (Policies) HTML 134K
45: R29 Note 3 - Revision of Previously Issued Financial HTML 65K
Statements (Tables)
49: R30 Note 4 - Acquisitions (Tables) HTML 262K
50: R31 Note 5 - Trade Receivables (Tables) HTML 41K
52: R32 Note 6 - Other Receivables (Tables) HTML 40K
21: R33 Note 7 -Inventory (Tables) HTML 39K
94: R34 Note 8 - Capital Assets (Tables) HTML 54K
62: R35 Note 9 - Intangible Assets (Tables) HTML 56K
65: R36 Note 10 - Goodwill (Tables) HTML 51K
36: R37 Note 11 - Accrued Liabilities (Tables) HTML 41K
110: R38 Note 12 - Debt (Tables) HTML 39K
13: R39 Note 13 - Commitments, Contingencies and HTML 41K
Guarantees (Tables)
54: R40 Note 14 - Share Capital (Tables) HTML 48K
100: R41 Note 15 - Earnings Per Share (Tables) HTML 56K
34: R42 Note 16 - Stock-Based Compensation Plans (Tables) HTML 230K
44: R43 Note 17 - Income Taxes (Tables) HTML 201K
48: R44 Note 18 - Other Charges (Tables) HTML 67K
58: R45 Note 19 - Segmented Information (Tables) HTML 88K
20: R46 Note 2 - Significant Accounting Policies (Details) HTML 66K
40: R47 Note 3 - Revision of Previously Issued Financial HTML 38K
Statements (Details)
15: R48 Note 3 - Revision of Previously Issued Financial HTML 56K
Statements (Details) - Previously Issued Audited
Consolidated Financial Statements
99: R49 Note 4 - Acquisitions (Details) HTML 93K
33: R50 Note 4 - Acquisitions (Details) - The Preliminary HTML 109K
Purchase Price Allocation for Businesses Acquired
95: R51 Note 4 - Acquisitions (Details) - The Preliminary HTML 35K
Purchase Price Allocation for Businesses Acquired
(Parentheticals)
37: R52 Note 4 - Acquisitions (Details) - The Acquired HTML 39K
Intangible Assets Useful Lives
55: R53 Note 4 - Acquisitions (Details) - Pro Forma HTML 42K
Results of Operations
14: R54 Note 5 - Trade Receivables (Details) HTML 34K
18: R55 Note 5 - Trade Receivables (Details) - Trade HTML 40K
Receivables
47: R56 Note 6 - Other Receivables (Details) HTML 32K
25: R57 Note 6 - Other Receivables (Details) - Other HTML 37K
Receivables
104: R58 Note 7 -Inventory (Details) HTML 35K
61: R59 Note 7 -Inventory (Details) - Inventory HTML 37K
85: R60 Note 8 - Capital Assets (Details) - Capital Assets HTML 48K
39: R61 Note 9 - Intangible Assets (Details) HTML 50K
42: R62 Note 9 - Intangible Assets (Details) - Intangible HTML 46K
Assets
92: R63 Note 10 - Goodwill (Details) - Goodwill HTML 46K
89: R64 Note 11 - Accrued Liabilities (Details) - Accrued HTML 44K
Liabilities
63: R65 Note 12 - Debt (Details) HTML 53K
91: R66 Note 12 - Debt (Details) - Future Principal HTML 46K
Payments
38: R67 Note 13 - Commitments, Contingencies and HTML 35K
Guarantees (Details)
67: R68 Note 13 - Commitments, Contingencies and HTML 50K
Guarantees (Details) - Operating Lease Obligations
106: R69 Note 14 - Share Capital (Details) - Common Shares HTML 43K
Outstanding
17: R70 Note 15 - Earnings Per Share (Details) HTML 36K
31: R71 Note 15 - Earnings Per Share (Details) - HTML 58K
Computation of Basic and Diluted Earnings Per
Share
56: R72 Note 16 - Stock-Based Compensation Plans (Details) HTML 91K
23: R73 Note 16 - Stock-Based Compensation Plans (Details) HTML 41K
- Total Estimated Stock-Based Compensation Expense
109: R74 Note 16 - Stock-Based Compensation Plans (Details) HTML 40K
- Assumptions Used in Black-Scholes Model for Each
Grant
35: R75 Note 16 - Stock-Based Compensation Plans (Details) HTML 85K
- Summary of Option Activity
26: R76 Note 16 - Stock-Based Compensation Plans (Details) HTML 65K
- Options Outstanding and Options Exercisable
30: R77 Note 16 - Stock-Based Compensation Plans (Details) HTML 42K
- Summary of Nonvested Share Activity
19: R78 Note 16 - Stock-Based Compensation Plans (Details) HTML 83K
- Summary of Performance Share Units Activity
22: R79 Note 16 - Stock-Based Compensation Plans (Details) HTML 76K
- Summary of Restricted Share Units Activity
76: R80 Note 16 - Stock-Based Compensation Plans (Details) HTML 35K
- Summary of DSU Plan Activity
28: R81 Note 16 - Stock-Based Compensation Plans (Details) HTML 45K
- Summary of CRSU Plan Activity
105: R82 Note 17 - Income Taxes (Details) HTML 53K
53: R83 Note 17 - Income Taxes (Details) - Income (Loss) HTML 38K
before Income Taxes Earned by Tax Jurisdictions
83: R84 Note 17 - Income Taxes (Details) - Income Tax HTML 51K
Expense (Recovery) Incurred by Jurisdictions
90: R85 Note 17 - Income Taxes (Details) - Components of HTML 82K
Deferred Income Tax Assets and Liabilities
27: R86 Note 17 - Income Taxes (Details) - Provision HTML 69K
(Recovery) for Income Taxes from the Expected
Provision at the Statutory Rates
29: R87 Note 17 - Income Taxes (Details) - Income Tax Loss HTML 51K
Carryforwards Expiration Dates
102: R88 Note 17 - Income Taxes (Details) - Reconciliation HTML 42K
of the Total Estimated Liability Associated with
Uncertain Tax Provisions
24: R89 Note 18 - Other Charges (Details) HTML 43K
77: R90 Note 18 - Other Charges (Details) - Other Charges HTML 43K
Included in the Consolidated Statements of
Operations
72: R91 Note 18 - Other Charges (Details) - Changes in the HTML 43K
Restructuring Provision for the Fiscal 2014
Restructuring Plan
93: R92 Note 19 - Segmented Information (Details) HTML 33K
71: R93 Note 19 - Segmented Information (Details) - HTML 41K
Segmented Revenue by Geographical Location of
Customer
60: R94 Note 19 - Segmented Information (Details) - HTML 36K
Segmented Revenue by Revenue Type
98: R95 Note 19 - Segmented Information (Details) - HTML 38K
Long-Lived Assets by Geographical Location
108: XML IDEA XML File -- Filing Summary XML 172K
16: EXCEL IDEA Workbook of Financial Reports XLSX 251K
43: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 2.72M
7: EX-101.INS XBRL Instance -- dsgx-20140131 XML 3.00M
12: EX-101.CAL XBRL Calculations -- dsgx-20140131_cal XML 156K
10: EX-101.DEF XBRL Definitions -- dsgx-20140131_def XML 1.10M
9: EX-101.LAB XBRL Labels -- dsgx-20140131_lab XML 1.66M
11: EX-101.PRE XBRL Presentations -- dsgx-20140131_pre XML 1.10M
8: EX-101.SCH XBRL Schema -- dsgx-20140131 XSD 287K
73: ZIP XBRL Zipped Folder -- 0001104659-14-026957-xbrl Zip 239K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F
o REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
OR
x ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2014
Commission File Number: 000-29970
THE DESCARTES SYSTEMS GROUP INC.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English (if applicable))
Canada
(Province or other jurisdiction of incorporation or organization)
N/A
(Primary Standard Industrial Classification Code Number (if applicable))
N/A
(I.R.S. Employer Identification Number (if applicable))
120 Randall Drive, Waterloo, Ontario, Canada N2V 1C6
Tel: (519) 746-8110
(Address and telephone number of Registrant’s principal executive offices)
Descartes Systems (USA) LLC
Powers Ferry Business Park
2030 Powers Ferry Road SE
Suite 350
Tel: (678)247-0400
(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
|
Title of each class: |
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Name of each exchange on which registered: |
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Common Shares, no par value |
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Nasdaq |
|
Rights to purchase Common Shares, no par value |
|
Nasdaq |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
N/A
(Title of Class)
For annual reports, indicate by check mark the information filed with this Form:
x Annual information form x Audited annual financial statements
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
63,660,953 as of January 31, 2014
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
Yes x No o
CERTIFICATIONS
See Exhibits 99.4, 99.5 and 99.6 to this Annual Report on Form 40-F.
CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
The Registrant, under the supervision and with the participation of the Registrant’s management, including the Registrant’s Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), evaluated the effectiveness of the Registrant’s disclosure controls and procedures as of January 31, 2014 (the “Evaluation Date”), pursuant to Rule 13a-15(b) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, the Registrant’s Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, the Registrant’s disclosure controls and procedures were effective.
INTERNAL CONTROL OVER FINANCIAL REPORTING
Management’s Report on Financial Statements and Internal Control Over Financial Reporting
Management’s Report on Financial Statements and Internal Control Over Financial Reporting is contained in the Registrant’s 2014 Annual Report filed herewith as Exhibit 99.2 and incorporated herein by reference.
Report of Independent Registered Public Accounting Firm
The report of Deloitte LLP with respect to the effectiveness of the Registrant’s internal control over financial reporting is contained in the Registrant’s 2014 Annual Report filed herewith as Exhibit 99.2 and incorporated herein by reference.
Changes in Internal Control Over Financial Reporting
During the period covered by this Annual Report on Form 40-F, there have been no changes in the Registrant’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
NOTICES PURSUANT TO RULE 104 OF REGULATION BTR
None.
AUDIT COMMITTEE FINANCIAL EXPERT
The Registrant’s Audit Committee of the Board of Directors currently consists of three members. The Registrant’s Board of Directors has determined that Eric Demirian and John J. Walker are “audit committee financial experts” (as defined in paragraph 8(b) of General Instruction B to Form 40-F). All members of the Audit Committee are independent within the meaning of the Nasdaq Stock Market’s (“Nasdaq”) director independence standards.
CODE OF ETHICS
The Registrant has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the Code of Ethics is posted on the Registrant’s corporate website at www.descartes.com and is also available at www.sedar.com. The Registrant intends to disclose through its website any waivers or amendments to its Code of Ethics that apply to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES
The aggregate fees billed in respect of the fiscal years ending January 31, 2014 and January 31, 2013 for professional services rendered by Deloitte LLP, the Registrant’s independent registered public accounting firm are as follows (all amounts in table are in US dollars — amounts that were billed in Canadian dollars are converted to US dollars at the applicable exchange rate on the last day of the applicable fiscal period):
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|
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Fiscal Year |
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Fiscal |
| ||
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Audit Fees |
|
$ |
493,065 |
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$ |
542,626 |
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|
|
|
|
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|
| ||
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Audit-Related Fees |
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$ |
135,391 |
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$ |
79,904 |
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|
|
|
|
|
|
| ||
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Tax Fees |
|
$ |
0 |
|
$ |
0 |
|
|
|
|
|
|
|
| ||
|
All Other Fees |
|
$ |
361 |
|
$ |
0 |
|
AUDIT FEES— Audit fees consist of fees for professional services rendered for the audit of the Registrant’s annual consolidated financial statements and services provided in connection with statutory audits and regulatory filings or engagements including fees for statutory audit of the Company’s foreign subsidiaries.
AUDIT-RELATED FEES— Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of the Registrant’s consolidated financial statements and are not reported as “Audit Fees”. These services included accounting research concerning financial accounting and reporting standards.
TAX FEES—Tax fees consist of fees for professional services rendered for tax advice and tax planning.
ALL OTHER FEES—All other fees consist of fees for non-audit-related advisory services.
PRE-APPROVAL POLICIES AND PROCEDURES
The Registrant’s audit committee is responsible for overseeing the work of the independent registered public accounting firm and has adopted a policy requiring its pre-approval of all audit and permissible non-audit services provided by the independent registered public accounting firm. The Registrant’s Pre-Approval Policy and Procedure for Engagements of the Independent Auditor is filed as Appendix B to the Registrant’s Renewal Annual Information Form dated April 6, 2014 filed as Exhibit 99.1 hereto and incorporated by reference herein.
OFF-BALANCE SHEET ARRANGEMENTS
The Registrant does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Registrant’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The following table presents, as of January 31, 2014, the Registrant’s known contractual obligations in respect of operating lease obligations (in millions of U.S. dollars):
|
|
|
Less than |
|
1-3 years |
|
4-5 years |
|
More than |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt obligations |
|
8.6 |
|
17.2 |
|
14.6 |
|
0 |
|
40.4 |
|
|
Operating lease obligations |
|
4.6 |
|
5.2 |
|
1.6 |
|
0.2 |
|
11.6 |
|
|
Total |
|
13.2 |
|
22.4 |
|
16.2 |
|
0.2 |
|
52.0 |
|
Debt Obligations
The debt obligations are comprised of principal repayments on our revolving debt facility. Interest, not included in the table above, is payable monthly in arrears based on the applicable variable rate.
Lease Obligations
We are committed under non-cancelable operating leases for business premises, computer equipment and vehicles with terms expiring at various dates through 2020. The future minimum amounts payable under these lease agreements are presented in the table above.
Other Obligations
Deferred Share Unit and Cash-Settled Restricted Share Unit Plans
The Registrant maintains 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, the Registrant had an unrecognized aggregate liability for unvested CRSUs of $1.0 million for which no liability was recorded on our consolidated balance sheet at January 31, 2014, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 718 “Compensation — Stock Compensation”. The ultimate liability for any payment of DSUs and CRSUs is dependent on the trading price of the Registrant’s common shares.
IDENTIFICATION OF THE AUDIT COMMITTEE
The Registrant has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the audit committee as of the date of the filing of this 40-F are: Mr. Eric Demirian (Chair), Mr. David I. Beatson and Mr. John J. Walker.
MINE SAFETY DISCLOSURE
Not applicable.
DISCLOSURE PURSUANT TO THE REQUIREMENTS OF NASDAQ
The Registrant was granted an exemption from Nasdaq Stock Market Rules requiring each issuer to provide for a quorum at any meeting of the holders of common stock of no less than 331/3% of the outstanding shares of the issuer’s common voting stock. This exemption was granted because Nasdaq’s requirements regarding the quorum required for meetings of the holders of common stock are contrary to generally accepted business practices in Canada. In particular, Section 139(1) of the Canada Business Corporations Act provides that a company’s by-laws may set the quorum requirements for a meeting of shareholders. The relevant provisions of the Registrant’s by-laws state that “Subject to the Act in respect of a majority shareholder, a quorum for the transaction of business at any meeting of shareholders shall be persons not being less than two in number and holding or representing by proxy not less than 20 percent of the issued and outstanding shares of the Corporation for the time being enjoying voting rights at such meeting. If a quorum is present at the opening of any meeting of shareholders, the shareholders present or represented may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at the opening of any meeting of shareholders, the shareholders present or represented may adjourn the meeting to a fixed time and place but may not transact any other business.”
UNDERTAKING
Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
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THE DESCARTES SYSTEMS GROUP INC. | |
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By: |
/s/ J. Scott Pagan |
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Name: |
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Title: |
President and Chief Operating Officer |
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Date: |
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Exhibit |
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Description |
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99.1 |
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Renewal Annual Information Form for the fiscal year ended January 31, 2014 |
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99.2 |
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2014 Annual Report (incorporated by reference to Exhibit 99.2 to the Registrant’s Form 6-K furnished with the SEC on March 13, 2014) |
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99.3 |
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Consent of Deloitte LLP |
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99.4 |
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Certification of the Chief Executive Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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99.5 |
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Certification of the Chief Financial Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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99.6 |
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Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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99.7 |
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XBRL Financial Statements |
| This ‘40-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/10/14 | 6-K, F-10, F-X | ||
| 4/6/14 | ||||
| 3/13/14 | 6-K | |||
| For Period end: | 1/31/14 | |||
| 1/31/13 | 40-F | |||
| List all Filings | ||||