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Descartes Reports Third Quarter Fiscal Year 2003 Results; Financial Performance Improves Through Focused Execution On Key Initiatives.


Business Editors & High Tech Writers

WATERLOO Waterloo, town, Belgium
Waterloo (vä`tərlō), commune (1991 pop. 27,860), Walloon Brabant prov., central Belgium, near Brussels. The battle of Waterloo (see Waterloo campaign) was fought just south of there on June 18, 1815.
, Ontario--(BUSINESS WIRE)--Nov. 27, 2002

The Descartes Systems Group Inc., (Nasdaq:DSGX DSGX Dynamic Sound Generator Xtra (Sony)
DSGX Dynamic Sound Generator Extra
), (TSX TSX Toronto Stock Exchange (TSE before April, 2002)
TSX Transfer from Stack Pointer to Index
TSX True Space Extension
:DSG DSG Direct Shift Gearbox (Audi)
DSG Dosage
DSG Deputy Secretary General
DSG Dressing
DSG Designate
DSG Desmoglein
DSG Duke Student Government (Duke University) 
), a trusted provider of logistics logistics

In military science, all the activities of armed-force units in support of combat units, including transport, supply, communications, and medical aid. The term, first used by Henri Jomini, Alfred Thayer Mahan, and others, was adopted by the U.S.
 solutions, today announced its financial results for the third quarter of fiscal year 2003 (Q3FY03) ended October October: see month.  31, 2002. Amounts are in U.S. dollars and GAAP GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (GAAP).
 results are in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[]

As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh.
 with U.S. GAAP (Generally Accepted Accounting Principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records.

Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting
).

Descartes' results this quarter reflect the Company's successful execution on a number of key initiatives undertaken over the last nine months. Among the key initiatives successfully implemented are:
-- The restructuring of the Company's operations to align its cost structure with its subscription- and transaction-based revenue model

-- Appointment of regional general managers in the Americas, EMEA and Asia-Pacific with full operational responsibilities for regional performance

-- Organizational design to focus on customer satisfaction, and

-- Continuous product innovation for thought-leading, quality solutions.


Successful execution on these initiatives has resulted in the Company's improved financial performance and a more focused, efficient and scaleable organization.

FINANCIAL SUMMARY

Three-Month Performance: For the quarter ended October 31, 2002, total revenues were $17.5 million, with Network-Based Logistics revenues reaching $10.7 million, software license revenues of $3.8 million and service revenues of $3 million. Network-Based Logistics revenues increased 18 percent from $9 million in the third quarter, fiscal year 2002, while software license revenues declined 36 percent from $5.9 million for the same period reflecting the Company's shift in its pricing model and the general softness in the software license market. Service revenue declined 9 percent from $3.3 million in the same period last year as a result of the Company's increasing shift to less service-intensive Network-Based Logistics revenues.

On a U.S. GAAP basis, the Company reported a loss of $5.1 million, or 10 cents per basic and diluted di·lute  
tr.v. di·lut·ed, di·lut·ing, di·lutes
1. To make thinner or less concentrated by adding a liquid such as water.

2. To lessen the force, strength, purity, or brilliance of, especially by admixture.
 share, compared to a loss of $15.6 million, or 30 cents per basic and diluted share, for the same quarter last year. For Q3FY03 the Company reported adjusted earnings(1) of $472,000, or 1 cent per basic and diluted share. This compares with an adjusted loss of $2.8 million, or 5 cents per share Cents per share

The amount of a mutual fund's dividend or capital gains distributions that a shareholder will receive for each share owned.
, recorded in the same quarter one year ago. Reference should be made to the supplementary financial information for reconciliation between the U.S. GAAP and the adjusted results and for the impact of the business combination standards adopted February February: see month.  1, 2002.

"We are pleased that our results this quarter show that the Company is well-positioned to address the market for Network-Based Logistics," said Peter Schwartz Schwartz is a Canadian spices brand. It is also a common surname and may refer to:
  • Abe Schwartz (1881-1963), musician
  • Alan Schwartz (fl. late 20th century), businessperson
  • Allyson Schwartz (born 1948)
  • Alvin Schwartz (born 1916), Canadian writer
, Descartes' chairman and co-chief executive officer. "Achieving adjusted profitability on growing Network revenues, in a tough environment, is a testament to the Company's renewed re·new  
v. re·newed, re·new·ing, re·news

v.tr.
1. To make new or as if new again; restore: renewed the antique chair.

2.
 ability to execute."

ADDITIONAL FINANCIAL HIGHLIGHTS

"Our performance this quarter demonstrates that we have executed against the initiatives established nine months ago," said Manuel Manuel may refer to:
  • Manuel (name)
People referred to as simply Manuel
  • Manuel I Komnenos (1118–1180), Byzantine emperor
  • Manuel I of Portugal (1469-1521)
  • Manuel I of Trebizond (1218–1263)
 Pietra Pietra is a brand of beer from the Mediterranean island of Corsica. History
The Pietra Brewery opened in 1996 with a desire to develop a modern and innovative project for the future of Corsica. It is the only Corsican brewery.
, Descartes' co-chief executive officer and president. "Our cost structure is now aligned with the company's Network revenue model, all sales-related activities have been regionalized for greater customer service and satisfaction and we continue to innovate in·no·vate  
v. in·no·vat·ed, in·no·vat·ing, in·no·vates

v.tr.
To begin or introduce (something new) for or as if for the first time.

v.intr.
To begin or introduce something new.
 new products to drive customer activity. Having achieved adjusted profitability, we are very well positioned to address the market for Network-Based Logistics with both a solid foundation and the right organizational structure This article has no lead section.

To comply with Wikipedia's lead section guidelines, one should be written.
."

Continued Concentration on Collections: Descartes collected $18.1 million during Q3FY03. For the second consecutive quarter, the Company collected more than it recorded in revenues helping to maintain the number of days sales outstanding In accountancy, Days Sales Outstanding is a company's average collection period. A low figure indicates that the company collects its outstanding receivables quickly. Typically it is looked at either quarterly or yearly (90 or 365 days).  at 67.

Margin Improvement: Gross margins improved to 67 percent in the third quarter compared to 62 percent in the third quarter a year ago through improved margins in the Company's network operations and an increase in margins from professional services (job) professional services - A department of a supplier providing consultancy and programming manpower for the supplier's products.  activities. By moving profit and loss responsibilities to the regions, professional services margins improved this quarter. For Q3FY03 service margins grew to 30 percent, up from a loss of 12 percent in the previous quarter and showing improvement on margins of 6 percent in the same quarter last year.

Balance Sheet Strength: At the end of October, cash and marketable securities Marketable Securities

Very liquid securities that can be converted into cash quickly at a reasonable price.

Notes:
Marketable securities are very liquid as they tend to have maturities less than one year, and the rate at which these securities can be bought or sold has
 totaled $182 million.

OPERATIONAL HIGHLIGHTS

Acquisition of Remaining Interest in Tradevision AB: During the quarter, the Company acquired the remaining interest in Tradevision AB, making the company a wholly-owned subsidiary of Descartes. The acquisition was rapidly integrated within four weeks resulting in significant anticipated cost-savings through the consolidation of operations and potential market opportunities for the reselling of Tradevision products by the established Descartes sales force.

Driving Sales Execution: As part of the Company's long-term Long-term

Three or more years. In the context of accounting, more than 1 year.


long-term

1. Of or relating to a gain or loss in the value of a security that has been held over a specific length of time. Compare short-term.
 strategy for growth and continued commitment to customer satisfaction, all sales-related activities including sales generation, pre-sales and post-sales services are now regionalized across the Americas A·mer·i·cas   , the

See America.
, Europe, the Middle East and Africa Europe, the Middle East and Africa, usually abbreviated to EMEA, is a regional designation used for government, marketing and business purposes. It is particularly common amongst North American based companies, who often divide their international operations into the  and Asia Pacific.

Record Number of Customer Sign-ups: During the quarter, Descartes demonstrated its ability to leverage its strong installed base with more than 50 percent of the quarter's 130 sign-ups representing additional services sold to existing customers.

-- Sign-ups for Network-Based Logistics: There were 105 sign-ups

for the quarter of which 54 of these customers were new to

Descartes' network solutions. Notable customers for

Network-Based Applications include Hanjin Shipping Hanjin Shipping Co., Ltd. is a global shipping company based in South Korea. It is a subsidiary of the Hanjin Group.

Hanjin Shipping's subsidiaries include Hanjin Logistics, Keoyang Shipping, Senator Lines, and CyberLogitec.
 and Hecny

Group. Customer sign-ups for Logistics Connectivity A generic term for connecting devices to each other in order to transfer data back and forth. It often refers to network connections, which embraces bridges, routers, switches and gateways as well as backbone networks.  included

B&G Supply, British Airways British Airways
 in full British Airways PLC

International passenger airline based in London. In 1936 British Airways Ltd. was founded through the merger of three smaller airlines.
 World Cargo, Celadon Trucking Celadon Trucking
Celadon Trucking Services, Inc. is a truckload carrier located in Indianapolis, Indiana. It is one of the 10 largest truckload carriers in North America and is bonded in the United States, Mexico, and Canada.


Services, and LTL LTL - Linear Temporal Logic .com, Inc.

-- Sign-ups for Logistics Software: There were 25 sign-ups during

the third quarter of fiscal year 2003 in the Logistics

Software business that includes Descartes Routing and

Scheduling( solutions. Of these sign-ups, 9 were new

customers. Companies such as Core-Mark, Linde Linde may refer to:

Places:
  • Lindes and Ramsberg Mountain District, a district in Sweden
  • Lipka, a village in Poland, called Linde before World War II
  • Linde (Drenthe), a location in the Netherlands
  • Linde (Gelderland), a location in the Netherlands
 Gas, and PGT PGT Public Guardian and Trustee
PGT Procuradoria Geral do Trabalho (Brazil general attorney's office of the work)
PGT Pistol Grip Tool
PGT Post Graduate Training
PGT Princeton Gamma-Tech, Inc.


Industries expanded their current relationship with Descartes

while new customer wins included such companies as Dynamex

Inc., HT Berry Berry, former province, France
Berry (bĕrē`), former province, central France. Bourges, the capital, and Châteauroux are the chief towns.
, Harris Harris, Scotland: see Lewis and Harris.  Wholesale, and ZEE Medical.

Focused Customer Events: Designed to increase awareness of Descartes and provide customers and prospects with an opportunity to learn more about driving logistics excellence in their own operations, the Company hosted two highly successful customer-focused events during the quarter.

-- North American North American

named after North America.


North American blastomycosis
see North American blastomycosis.

North American cattle tick
see boophilusannulatus.
 Breakfast Series: Featuring hands-on hands-on
adj.
Involving active participation; applied, as opposed to theoretical: "We're involved in hands-on operations, pulling levers, pushing buttons" Arthur R. Taylor.


demonstrations of Descartes' market leading routing and

scheduling solutions, more than 185 customers, partners and

prospects registered to attend the series that traveled across

North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere.  on a seven-city tour.

-- The Logistics Summit: An annual forum designed to educate

logistics professionals on how to seize seize
v.
To exhibit symptoms of seizure activity, usually with convulsions.
 emerging opportunities

and trends in logistics management Logistics Management is that part of Supply Chain Management that plans, implements, and controls the efficient, effective, forward, and reverse flow and storage of goods, services, and related information between the point of origin and the point of consumption in order to meet  technology, over 130

attendees from 12 different countries across Europe Europe (yr`əp), 6th largest continent, c.4,000,000 sq mi (10,360,000 sq km) including adjacent islands (1992 est. pop. 512,000,000). , the

Middle East and Africa convened in Amsterdam Amsterdam, city, Netherlands
Amsterdam (ăm`stərdăm', Dutch ämstərdäm`), city (1994 pop. 724,096), constitutional capital and largest city of the Kingdom of the Netherlands, North Holland prov.
 to attend this

conference.

Product Innovation: Descartes continues its commitment to be at the forefront of technological advancement A gift of money or property made by a person while alive to his or her child or other legally recognized heir, the value of which the person intends to be deducted from the child's or heir's eventual share in the estate after the giver's death. . In the quarter the Company introduced:

-- AS2 (EDIINT EDIINT EDI Over the Internet
EDIINT Electronic Data Interchange - Internet Integration Working Group (IETF)
EDIINT Electronic Data Interchange Internet Integration
) - Ensuring its trading partners on the network

can communicate regardless of individual business practices or

technology applications, the Company introduced AS2 (EDIINT)

protocol into its logistics connectivity offering on the

Descartes Global Logistics Services Network(TM).

-- Roadshow Express(TM) - a unique Descartes Routing and

Scheduling offering that enables small fleet owners and fixed

route distributors to optimize optimize - optimisation  their delivery routes using a

low-cost service, rather than a software solution. Coca-Cola Coca-Cola

soft drink found throughout the world. [Trademarks:Crowley Trade, 115]

See : Ubiquity


SouthEast Southeast or south east is the ordinal direction halfway between south and east. It the opposite of northwest.

Southeast or South East can refer to:
 New England New England, name applied to the region comprising six states of the NE United States—Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, and Connecticut. The region is thought to have been so named by Capt.  and Home Hardware Stores Limited are

both currently using the service.

CONFERENCE CALL

Company management will discuss these results and its business outlook in a live conference call and audio Web cast with the financial community at 8:00 a.m. ET today, November November: see month.  27, 2002. The live audio Web cast, slide presentation and supplementary information to accompany To go along with; to go with or to attend as a companion or associate.

A motor vehicle statute may require beginning drivers or drivers under a certain age to be accompanied by a licensed adult driver whenever operating an automobile.
 the call can be accessed at www.descartes.com/investors. Replays will also be available in two formats shortly after the completion of the conference call. A telephone replay will be accessible until midnight ET on November 29, 2002 by dialing 1-888-203-1112 or 719-457-0820 and quoting reservation A clause in a deed of real property whereby the grantor, one who transfers property, creates and retains for the grantor some right or interest in the estate granted, such as rent or an Easement ,a right of use over the land of another.  number 795743. An archived replay of the Web cast will also be available through the Descartes Web site at www.descartes.com/investors.

About Descartes

The Descartes Systems Group Inc. (Nasdaq:DSGX) (TSX:DSG) is a trusted provider of logistics management technology. In over 60 countries Descartes' leading logistics solutions drive operational efficiency, enhance customer responsiveness responsiveness Medtalk The ability to respond to a stimulus. See Airway responsiveness.  and improve precision in purchasing for global organizations. For more information, visit www.descartes.com.

All registered and unregistered trademarks mentioned in this release are the property of their respective owners.

Statements in this release, other than historical performance, include forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 future financial performance made under the Safe Harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. These forward looking statements include statements regarding Descartes' continued execution against key operational initiatives, revenue and profit expectations, the timing and realization (specification) realization - A UML semantic relationship between a classifier that specifies a contract and another classifier that guarantees to carry it out.

[Handout by Mr. David Gillibrand].
 of anticipated cost-savings for the consolidation of Tradevision with Descartes, future business strategies and opportunities, and expectations as to Descartes' pricing and revenue model. These statements are neither promises nor guarantees, but involve risks and uncertainties that may cause actual results to differ materially from expectations; in particular, the successful implementation and market acceptance of Descartes' pricing and revenue model, demand for network-based logistics solutions and logistics software solutions, success in closing customer orders, ability to control expenses, realization of operating cost reductions resulting from cost reduction initiatives, integration of acquisitions and consolidation of operations. For further information regarding risks and uncertainties associated with Descartes' business, please refer to Descartes' documents filed with the Securities and Exchange Commission, the Ontario Securities Commission The Ontario Securities Commission (OSC) is a regulatory agency which administers and enforces securities legislation in the Canadian province of Ontario. The OSC is an Ontario Crown corporation which reports to the Ontario legislature through the Minister of Finance.  and other securities commissions across Canada Across Canada was an afternoon program that formerly aired on The Weather Network. The segment ran from early 1999 until mid 2002. The show ran from 3:00PM ET until 7:00 PM ET. . Any forward-looking statements should be considered in light of these factors.

(1) Adjusted earnings reflect U.S. GAAP-based earnings as adjusted to exclude acquisition-related and one-time one-time
adj.
1. or one·time
a. Occurring or undertaken only once: a one-time winner in 1995.

b.
 and non-recurring charges.

THE DESCARTES SYSTEMS GROUP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(US dollars in thousands, except per share amounts; US GAAP;
 quarterly data unaudited)

                         Three Months Ended         Nine Months Ended
                                October 31,               October 31,
                          2002         2001         2002         2001
---------------------------------------------------------------------
REVENUES
 License and
  network               14,475       14,939       44,287       52,186
 Service and
  maintenance            3,026        3,327        8,066        9,235
---------------------------------------------------------------------
                        17,501       18,266       52,353       61,421
---------------------------------------------------------------------
COSTS AND EXPENSES
 Cost of license
  and network            3,626        3,806       13,435       11,787
 Cost of service
  and maintenance        2,141        3,145        8,148        8,596
 Sales and
  marketing              6,792        6,511       23,903       23,707
 Research and
  development            2,681        6,612       12,482       18,909
 General and
  administrative         3,252        2,815        9,991        8,615
 Amortization of
  goodwill                   -        6,333            -       18,136
 Amortization of
  intangibles            2,481        2,431        7,441        5,586
 Write-down of
  long-term
  investments                -            -            -        9,783
 Purchased
  in-process
  research and
  development                -            -            -        4,500
 Restructuring cost      2,438        3,984        9,685        3,984
---------------------------------------------------------------------
                        23,411       35,637       85,085      113,603
---------------------------------------------------------------------
LOSS FROM
 OPERATIONS            (5,910)     (17,371)     (32,732)     (52,182)
---------------------------------------------------------------------
OTHER INCOME
 (EXPENSE)
  Interest expense     (1,150)      (1,297)      (3,461)      (3,760)
  Investment income      1,906        2,970        5,652        8,520
---------------------------------------------------------------------
                           756        1,673        2,191        4,760
---------------------------------------------------------------------
LOSS BEFORE
 UNDERNOTED            (5,154)     (15,698)     (30,541)     (47,422)
INCOME TAXES -
 CURRENT                     9           89          442         (69)
---------------------------------------------------------------------
LOSS BEFORE
 MINORITY INTEREST
 AND EXTRAORDINARY
 ITEM                  (5,145)     (15,609)     (30,099)     (47,491)
MINORITY INTEREST          448            -          448            -
---------------------------------------------------------------------
LOSS BEFORE
 EXTRAORDINARY ITEM    (4,697)     (15,609)     (29,651)     (47,491)
EXTRAORDINARY ITEM
 Loss on purchase
  of convertible
  debentures             (455)            -         (70)            -
---------------------------------------------------------------------
LOSS                   (5,152)     (15,609)     (29,721)     (47,491)
---------------------------------------------------------------------
---------------------------------------------------------------------
LOSS PER SHARE
 BEFORE
 EXTRAORDINARY ITEM
  Basic and diluted     (0.09)       (0.30)       (0.57)       (0.94)
---------------------------------------------------------------------
---------------------------------------------------------------------
LOSS PER SHARE
 AFTER
 EXTRAORDINARY ITEM
  Basic and diluted     (0.10)       (0.30)       (0.57)       (0.94)
---------------------------------------------------------------------
---------------------------------------------------------------------
WEIGHTED AVERAGE
 SHARES OUTSTANDING
  Basic and diluted
  (thousands)           52,233       52,140       52,237       50,412
---------------------------------------------------------------------
---------------------------------------------------------------------


SUPPLEMENTAL FINANCIAL INFORMATION
ADJUSTED EARNINGS (LOSS)
(US dollars in thousands, except per share amounts; unaudited)

                         Three Months Ended         Nine Months Ended
                                October 31,               October 31,
                          2002         2001         2002         2001
---------------------------------------------------------------------
LOSS AS REPORTED
 UNDER US GAAP         (5,152)     (15,609)     (29,721)     (47,491)
Adjustments:
Amortization of
 goodwill (1)                -        6,333            -       18,136
Amortization of
 intangibles (1)         2,481        2,431        7,441        5,586
Write-down of
 long-term
 investments (1)             -            -            -        9,783
Purchased
 in-process
 research and
 development (1)             -            -            -        4,500
Amortization of
 deferred
 compensation (1)          250           77          403          994
Restructuring cost
 (2)                     2,438        3,984        9,685        3,984
Special reserve
 for doubtful
 accounts (2)                -            -        2,907        3,500
Loss on purchase
 of convertible
 debentures (2)            455            -           70            -
Arbitration award
 and related costs
 (2)                         -            -        1,970            -
---------------------------------------------------------------------
EARNINGS (LOSS) AS
 ADJUSTED (3)              472      (2,784)      (7,245)      (1,008)
---------------------------------------------------------------------
---------------------------------------------------------------------
EARNINGS (LOSS)
 PER SHARE AS
 ADJUSTED
  Basic and diluted       0.01       (0.05)       (0.14)       (0.02)
---------------------------------------------------------------------
---------------------------------------------------------------------
WEIGHTED AVERAGE
 SHARES OUTSTANDING
  Basic (thousands)     52,233       52,140       52,237       50,412
  Diluted
   (thousands)          52,257       52,140       52,237       50,412
---------------------------------------------------------------------
---------------------------------------------------------------------

Notes:

(1) Earnings (loss) as prescribed by US GAAP have been adjusted by
    these items as they represent acquisition-related charges which
    vary substantially from period to period due to the Company's
    acquisition activities as well as its impairment assessments.

(2) Earnings (loss) as prescribed by US GAAP have been adjusted by
    these items as they represent one-time and non-recurring charges.

(3) Adjusted earnings (loss) do not have any standardized meaning
    prescribed by US GAAP and are therefore unlikely to be comparable
    to similar measures presented by other companies.

SUPPLEMENTAL FINANCIAL INFORMATION
IMPACT OF THE NEW BUSINESS COMBINATIONS STANDARDS
(US dollars in thousands, except per share amounts; unaudited)

                         Three Months Ended         Nine Months Ended
                                October 31,               October 31,
                          2002         2001         2002         2001
---------------------------------------------------------------------
LOSS AS REPORTED
 UNDER US GAAP         (5,152)     (15,609)     (29,721)     (47,491)
GOODWILL
 AMORTIZATION
 ADJUSTMENT (1)              -        6,333            -       18,136
---------------------------------------------------------------------
---------------------------------------------------------------------
LOSS EXCLUDING
 GOODWILL
 AMORTIZATION          (5,152)      (9,276)     (29,721)     (29,355)
---------------------------------------------------------------------
---------------------------------------------------------------------
LOSS PER SHARE AS
 REPORTED
  Basic and diluted     (0.10)       (0.30)       (0.57)       (0.94)
---------------------------------------------------------------------
---------------------------------------------------------------------
LOSS PER SHARE
 EXCLUDING GOODWILL
 AMORTIZATION
  Basic and diluted     (0.10)       (0.18)       (0.57)       (0.58)
---------------------------------------------------------------------
---------------------------------------------------------------------

Notes:

(1) The amortization of goodwill ceased effective February 1, 2002 in
    accordance with the new business combinations standards.


THE DESCARTES SYSTEMS GROUP INC.
CONSOLIDATED BALANCE SHEETS
(US dollars in thousands; US GAAP; unaudited)

                                    October 31,         January 31,
                                           2002                2002
-------------------------------------------------------------------
ASSETS
CURRENT ASSETS
 Cash and cash equivalents               32,352              36,101
 Marketable securities                    9,813              82,485
 Accounts receivable
  Trade                                  13,057              18,434
  Other                                   2,043               7,540
 Prepaid expenses and other               3,005               4,220
-------------------------------------------------------------------
                                         60,270             148,780
-------------------------------------------------------------------

MARKETABLE SECURITIES                   140,152              82,444
CAPITAL ASSETS                           10,600              10,261
LONG-TERM INVESTMENTS                     3,250               3,250
GOODWILL                                104,298             103,456
INTANGIBLE ASSETS                        33,821              37,967
DEFERRED CHARGES                          1,807               2,364
-------------------------------------------------------------------
                                        354,198             388,522
-------------------------------------------------------------------
-------------------------------------------------------------------

   LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
 Accounts payable                         2,783               3,376
 Accrued liabilities                     10,814              10,428
 Deferred revenue                         3,832               5,616
-------------------------------------------------------------------
                                         17,429              19,420
CONVERTIBLE DEBENTURES                   71,995              73,500
-------------------------------------------------------------------
                                         89,424              92,920
-------------------------------------------------------------------
SHAREHOLDERS' EQUITY
 Common shares
  Issued - 52,223,214
  (January 31, 2002 -
  52,229,333)                           468,665             468,445
 Additional paid-in capital               5,201               5,201
 Unearned deferred
  compensation                            (754)             (1,157)
 Accumulated other
  comprehensive gain (loss)                  91               (200)
 Accumulated deficit                  (208,429)           (176,687)
-------------------------------------------------------------------
                                        264,774             295,602
-------------------------------------------------------------------
                                        354,198             388,522
-------------------------------------------------------------------
-------------------------------------------------------------------


THE DESCARTES SYSTEMS GROUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(US dollars in thousands; US GAAP; quarterly data unaudited)

                         Three Months Ended         Nine Months Ended
                                October 31,               October 31,
                          2002         2001         2002         2001
---------------------------------------------------------------------
OPERATING
 ACTIVITIES
 Loss                  (5,152)     (15,609)     (29,721)     (47,491)
 Adjustments to
  reconcile loss to
  cash provided by
  (used in)
  operating
  activities:
 Bad debt charge             -            -        2,907        3,500
 Depreciation              600          760        2,193        2,292
 Amortization            2,481        8,764        7,441       23,722
 Write-down of
  long-term
  investments                -            -            -        9,783
 Purchased
  in-process
  research and
  development                -            -            -        4,500
 Restructuring cost    (1,708)        2,374        2,768        2,374
 Amortization of
  convertible
  debenture costs          170          183          557          550
 Amortization of
  deferred
  compensation             250           77          403          994
 Minority Interest         448            -          448            -
 Loss on purchase
  of convertible
  debentures               455            -           70            -
 Changes in
  operating assets
  and liabilities:
   Accounts
    receivable
     Trade                 313          832        1,360        (667)
     Other               2,600        1,177        4,956        1,109
   Prepaid expenses
    and other              145           86          866      (1,070)
   Accounts payable      (967)      (1,754)        (985)      (1,917)
   Accrued
    liabilities          (916)          855      (2,782)      (2,770)
   Deferred revenue      (629)      (3,425)      (1,466)      (6,295)
---------------------------------------------------------------------
                       (1,910)      (5,680)     (10,985)     (11,386)
---------------------------------------------------------------------
INVESTING
 ACTIVITIES
  Short-term
   marketable
   securities,
   net change           25,065     (46,297)       72,672       92,611
  Long-term
   marketable
   securities, net
   change             (94,821)       31,207     (57,708)     (96,656)
  Additions to
   capital assets      (1,184)        (126)      (3,415)      (2,753)
  Long-term
   investments               -            -            -      (1,833)
  Acquisition of
   subsidiaries, net
   of cash acquired    (1,163)        1,322      (1,732)      (6,989)
---------------------------------------------------------------------
                      (72,103)     (13,894)        9,817     (15,620)
---------------------------------------------------------------------
FINANCING
 ACTIVITIES
  Purchase of
   convertible
   debentures            (458)            -      (1,526)            -
  Issuance of common
   shares for cash          14           18          220        2,234
---------------------------------------------------------------------
                         (444)           18      (1,306)        2,234
---------------------------------------------------------------------
Decrease in cash
 and cash
 equivalents          (74,457)     (19,556)      (2,474)     (24,772)
Cash and cash
 equivalents at
 beginning of
 period                106,809       57,722       34,826       62,938
---------------------------------------------------------------------
Cash and cash
 equivalents at end
 of period              32,352       38,166       32,352       38,166
---------------------------------------------------------------------
---------------------------------------------------------------------
Supplemental disclosure of cash flow information:
  Cash paid during
   the period for
   interest                  -           83           17        2,179
  Cash paid during
   the period for
   income taxes              1          119            5          151
---------------------------------------------------------------------
---------------------------------------------------------------------

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Publication:Business Wire
Geographic Code:1CANA
Date:Nov 27, 2002
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