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THE DESCARTES SYSTEMS GROUP INC.

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We write down intangible assets with a finite life to fair value when the related undiscounted cash flows are not<br />

expected to allow for recovery of the carrying value. Fair value of intangibles is determined by discounting the<br />

expected related future cash flows. No finite life intangible asset impairment has been identified or recorded in<br />

our consolidated statements of operations for any of the fiscal years presented.<br />

Note 11 - Accrued Liabilities<br />

January 31, January 31,<br />

2011 2010<br />

Accrued compensation and benefits 5,949 2,805<br />

Amounts payable to former Scancode shareholders 391 942<br />

Accrued restructuring charges 420 122<br />

Other accrued liabilities 4,582 3,640<br />

11,342 7,509<br />

Note 12 - Commitments, Contingencies and Guarantees<br />

Commitments<br />

To facilitate a better understanding of our commitments, the following information is provided in respect of our<br />

operating and capital lease obligations:<br />

Operating Capital<br />

Years Ended January 31,<br />

Leases Leases Total<br />

2012 3,452 66 3,518<br />

2013 2,638 66 2,704<br />

2014 2,097 66 2,163<br />

2015 1,738 33 1,771<br />

2016 1,380 - 1,380<br />

Thereafter 1,720 - 1,720<br />

13,025 231 13,256<br />

Lease Obligations<br />

We are committed under non-cancelable operating leases for business premises, computer equipment and vehicles<br />

with terms expiring at various dates through 2020. We are also committed under non-cancelable capital leases for<br />

computer equipment expiring at various dates through 2015. The future minimum amounts payable under these<br />

lease agreements are described in the chart above. Rental expense from operating leases was $3.1 million for the<br />

year ended January 31, 2011 (January 31, 2010 - $1.5 million; January 31, 2009 - $1.6 million).<br />

Other Obligations<br />

Income Taxes<br />

We have a commitment for income taxes incurred to various taxing authorities related to unrecognized tax<br />

benefits in the amount of $4.2 million. At this time, we are unable to make reasonably reliable estimates of the<br />

period of settlement with the respective taxing authority due to the possibility of the respective statutes of<br />

limitations expiring without examination by the applicable taxing authority.<br />

Deferred Share Unit and Restricted Share Unit Plans<br />

As described in Note 15 to these consolidated financial statements, we maintain deferred share unit (“DSU”) and<br />

restricted share unit (“RSU”) plans for our directors and employees. Any payments made pursuant to these plans<br />

are settled in cash. As DSUs are fully vested upon issuance, the DSU liability recorded on our consolidated<br />

balance sheets is calculated as the total number of DSUs outstanding at the consolidated balance sheet date<br />

multiplied by the closing price of our common shares on the TSX at the consolidated balance sheet date. For<br />

63

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