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THE DESCARTES SYSTEMS GROUP INC.

THE DESCARTES SYSTEMS GROUP INC.

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Descartes and our subsidiaries file their tax returns as prescribed by the tax laws of the jurisdictions within which<br />

they operate. We are no longer subject to income tax examinations by tax authorities in our major tax jurisdictions<br />

as follows:<br />

Years No Longer Subject to Audit<br />

Tax Jurisdiction<br />

United States Federal 2007 and prior<br />

Canada 2003 and prior<br />

United Kingdom 2007 and prior<br />

Sweden 2004 and prior<br />

Note 18 - Other Charges<br />

Other charges are primarily comprised of charges related to certain restructuring initiatives which have been<br />

undertaken from time to time under various restructuring plans. Other charges also include acquisition-related<br />

costs with respect to completed and prospective acquisitions. Acquisition-related costs primarily include advisory<br />

services, brokerage services and administrative costs. In 2011, other charges also included $0.4 million related to<br />

the write-off of certain computer software assets, acquired as part of the Porthus acquisition. These assets became<br />

redundant during the year ended January 31, 2011 as we continue to integrate Porthus into our operations.<br />

Other charges included in our consolidated statements of operations are as follows:<br />

January 31, January 31, January 31,<br />

2011 2010 2009<br />

Restructuring related to fiscal 2011 acquisitions 1,011 - -<br />

Fiscal 2011 restructuring plan 866 - -<br />

Fiscal 2010 restructuring plan 156 754 -<br />

Other restructuring plans - - 280<br />

Acquisition-related costs 1,545 861 258<br />

Write-off of redundant assets 417 - -<br />

3,995 1,615 538<br />

Restructuring Related to Fiscal 2011 Acquisitions<br />

As described in Note 3 to these consolidated financial statements, we completed three acquisitions during the year<br />

ended January 31, 2011. As these acquisitions were completed, management approved and began to implement<br />

restructuring plans to integrate and streamline operations. The total costs to be incurred in conjunction with these<br />

restructuring plans are expected to be approximately $1.0 million to $1.5 million, of which $1.0 million has been<br />

recorded within other charges during 2011. These charges are comprised of workforce reduction charges and<br />

network consolidation costs. These plans are expected to be completed in 2012 with the expected remaining costs<br />

to be primarily related to workforce reductions.<br />

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