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NoneTHE US sanctioned a Chinese company it accused of working for intelligence agencies and charged one of its employees with hacking into the computer systems of thousands of businesses across the globe, including American critical infrastructure firms. The Treasury Department on Tuesday (Dec 10) announced sanctions against Chengdu-based Sichuan Silence Information Technology Company, Limited and one of its security researchers, Guan Tianfeng. Federal prosecutors also unsealed an indictment charging Guan with breaking into more than 80,000 firewalls in 2020 to steal company data and install a ransomware virus. Guan discovered a previously unknown flaw in a firewall product and used it to deploy malware on the devices, according to the Treasury Department. The purpose was to use the compromised firewalls to steal data, including usernames and passwords. But Guan also attempted to infect the victim’s systems with ransomware, according to the US officials. Neither Guan nor an attorney for him could be reached for comment. Sichuan Silence and the Chinese Embassy in Washington did not immediately respond to e-mails seeking comment. The US State Department announced that it’s offering an award of as much as US$10 million for information that helps the government find Guan. More than 23,000 of the firewalls Guan compromised were in the US and three dozen of those were meant to protect critical infrastructure companies, including one that was drilling for oil at the time of the breach, according to the Treasury Department. The sanctions freeze any assets of Sichuan Silence and Guan in the US and block business with them, according to the US. Sichuan Silence provides Chinese government intelligence officials with varied hacking and cybersecurity services, US authorities said. The breached firewalls were sold by Sophos, which patched the vulnerability Guan had used “shortly after the intrusion”, the indictment states. If not for the quick fix by the UK-based cybersecurity firm, the Treasury Department said, the breach could have caused potentially deadly malfunctions on oil rigs. Ross McKerchar, Sophos’ chief information security officer, welcomed the US actions in a statement. “The scale and persistence of Chinese nation-state adversaries poses a significant threat to critical infrastructure, as well as unsuspecting, everyday businesses,” McKerchar said. BLOOMBERGPopular Science Announces the Best Innovations of 2024
O’Shea stands by decision to keep playing Collaros after QB was hurt in Grey CupScientists have raised concerns about hospitality staff coming into contact with second-hand smoke at work after the Government rowed back on plans to make it illegal to smoke in pub beer gardens. Concerns have also been raised about the “renormalisation” of smoking. Dr Rachel O’Donnell, senior research fellow at the University of Stirling’s Institute for Social Marketing and Health, said restrictions on smoking in outdoor places can “reinforce” a message that smoking “isn’t a socially acceptable thing to do” and could also help smokers to kick the habit. In November, it emerged that the UK Government is to scrap plans to ban smoking in the gardens of pubs and restaurants in England. Health Secretary Wes Streeting said the hospitality industry has “taken a real battering in recent years” and it is not “the right time” to ban smoking outside pubs. But smoking and vaping could be banned in other public places in England – such as in playgrounds or outside of schools – under the Tobacco and Vapes Bill. According to the World Health Organisation, there is no safe level of second-hand smoke exposure. In a briefing for journalists, Dr O’Donnell said decision-making “should be on the basis of all the evidence that’s available”. She added: “Any debate about legislation on smoking in outdoor settings shouldn’t only focus on air quality and second-hand smoke exposure levels, because the impacts of restrictions in outdoor settings are also evident on our social norms.” Smoke-free outdoor environments “reinforce smoke-free as the acceptable norm”, she said. “This, I think, is a critically important point at a time where in the media, over the last year, we’ve seen various reports and questions as to whether we might be on the cusp of renormalisation of smoking for various reasons, and so smoke-free public environments still have a critically important role to play. “If you reduce opportunities to smoke, it can also help individuals who smoke themselves to reduce the amount they smoke or to make a quit attempt.” Dr O’Donnell said visibility of tobacco products and smoking is a “form of marketing for tobacco companies” as she pointed to studies highlighting the increasing number of tobacco depictions on screen. She went on: “The more often young adults observe smoking around them, the more likely they are to believe that smoking is socially acceptable, which feeds back into this idea of renormalisation of smoking. “So, restrictions on smoking in outdoor public places have other positive knock-on effects, potentially for young people as well, just sending out that clear message that this isn’t a socially acceptable thing to do and see, and this could help to discourage smoking initiation among young people at quite a critical time.” On being exposed to second-hand smoke at work, she added: “I think sometimes when we think about exposure to second-hand smoke in outdoor settings, in pubs, in restaurants, we think about that sort of occasional customer exposure, the nuisance element of it when people are out enjoying a meal with friends, but we also need to be reminded that this is a repeated occupational exposure for those who are working in hospitality and serving drinks and food. “Now, as we’ve already seen, concentrations of second-hand smoke in these settings are generally low, and they’re likely to present a low risk to health for most healthy people. “But ... there’s no safe level of exposure to second-hand smoke, and so any individual with pre-existing heart, lung or respiratory conditions may be particularly vulnerable even to low levels of exposure. “We know that second-hand smoke is its known carcinogen, and on that basis those exposed in the hospitality sector have a right to be protected. “On that basis, there’s a need to protect them, as there is anybody in any workplace setting from second-hand smoke exposure in all areas of workplaces and spaces.” Sean Semple, professor of exposure science at the University of Stirling’s Institute for Social Marketing and Health, said: “I think that if I were a policy-maker, which I am not, then I would be looking at those occupational exposures as well. “I have asthma, if I was being occupationally exposed to SHS (second-hand smoke), and knowing that I was one of a very small number of workers now being legally exposed to SHS in the workplace, then I might not be very happy about that.” A Department of Health and Social Care spokesperson said: “As part of our 10 Year Health Plan we are shifting focus from sickness to prevention, including tackling the harms of smoking and passive smoking. “The landmark Tobacco and Vapes Bill is the biggest public health intervention in a generation and will put us on track towards a smoke-free UK.”Cowboys set for Thanksgiving visit from Giants after ending 5-game losing streak
Published 4:40 pm Wednesday, November 27, 2024 By N.C. Wildlife Resources Commission (Photo courtesy of NCWRC) (Photos courtesy of SeaWorld Orlando) (Photos courtesy of SeaWorld Orlando) (Photos courtesy of SeaWorld Orlando) (Photos courtesy of SeaWorld Orlando) RALEIGH, N.C. (Nov. 27, 2024) – A manatee has been successfully rescued from a Tar River canal in Greenville, Pitt County. It is the first documented case of a manatee being rescued in North Carolina. The 855-pound, 9-foot female manatee was first reported to the Outer Banks Marine Mammal Stranding Network in late October, near Kitty Hawk, and was exhibiting concerning behavior. “Manatees are regularly seen in N.C. waters during warmer months, though the numbers of sightings historically have been much lower than what we’ve seen in recent years,” said University of North Carolina Wilmington Assistant Stranding Coordinator Alison Loftis. “Manatees travel north to our waters from Florida during the warm months of the year. However, manatees cannot survive for extended periods in waters less than 68°F, so they must migrate back to Florida before our temperatures drop in the fall/winter. If they do not, they risk becoming cold stressed, an often-fatal condition similar to hypothermia in humans. In recent years, we have seen a significant increase in manatee sightings in North Carolina. Many factors likely contribute to this, but the main one is climate change. As global climate change continues to create warmer ocean temperatures, this is creating more suitable habitat areas for manatees along the Atlantic coast, causing them to venture farther away from Florida.” Working in tandem with key North Carolina partners, U.S. Fish and Wildlife Service (FWS) quickly organized a multi-state, multi-agency marine mammal rescue team led by SeaWorld Orlando and included Clearwater Marine Aquarium Research Institute, N.C. Wildlife Resources Commission ( NCWRC ), N.C. Aquariums, UNC-Wilmington Marine Mammal Stranding Program, N.C. State University’s Center for Marine Sciences and Technology and its College of Veterinary Medicine. The team created a plan to monitor and rescue the animal and began assembling resources, including a manatee transport truck, multiple nets and a specialized manatee capture boat. However, they lost her location for 10 days as she moved farther inland. Sightings were later reported in the Pamlico River, near the Twin Lakes Campground in Chocowinity, on Nov. 10. She was identified as the same manatee as the one in Kitty Hawk through her scar pattern from a watercraft collision. The manatee was then spotted on Nov. 15 in the Tar River, at the outfall of a Greenville Utilities Commission’s wastewater treatment plant. Law enforcement from Greenville Police Department and NCWRC assisted in monitoring the animal’s location while the rescue team traveled to the site. “On the day of travel, sightings stopped, and I thought for sure we got skunked. It always seems to end that way,” said NCWRC Science Support Specialist Karen Clark. “We were hopeful to get a second chance. I couldn’t have been more excited when it was seen first thing in the morning on the planned capture day.” Veterinarians’ initial examinations concluded the manatee was underweight with some skin lesions due to cold stress, and a recent watercraft propeller injury. She also had a bleached muzzle due to cold temperatures. She was transported to SeaWorld Orlando for rehabilitation and hopes of a future return to the wild. Manatees are difficult to capture. They are large and powerful and can easily weigh 1,000 pounds. They rarely strand on land and are usually captured in the water. Rescues require a very large team using a specialized capture boat and multiple nets. This manatee was rescued from a shallow ditch; therefore, rescuers only needed to use blocker nets, and a boat was not needed. “This was an impressive team effort to help the female manatee that was rescued in Greenville, North Carolina,” said FWS’s Florida Manatee Recovery Lead Terri Calleson, who helped organize the overall operation. “The success of this rescue is due to the quick response and dedication of staff, time and resources by so many organizations over the last few weeks to help monitor this manatee. I could not be prouder of this rescue team, including our N.C. partners who joined the effort to give this manatee a chance to get the care and treatment she needed at SeaWorld Orlando, and ultimately a future chance to return to the wild population following rehabilitation. Everyone involved has spoken very highly of the team assembled and we thank all the partners for helping with this operation. Additional thanks to Dr. Harms and his team for the multi-state veterinary assistance from N.C. State CVM/CMAST.” According to FWS, this rescue is the first time a manatee has been successfully rescued in North Carolina, since they began keeping kept records in the 1970s. In 2021, a manatee was found by a beachgoer in Kill Devil Hills; however, it died before being rescued. FWS says there have been successful manatee rescues as far north as Massachusetts. “We’ve monitored late-season manatees in the past but this year it seemed we had more calls and in more interesting situations than in previous years,” said Clark. “The teams moved so quickly and efficiently. Even though some of us had never worked together, everyone seemed to jump in exactly where they were needed.” SeaWorld reports the manatee is doing well and eating on her own. Partners that helped with this rescue from Florida are part of the Manatee Rescue and Rehabilitation Partnership , a cooperative of agencies, organizations, and oceanaria focused on rescuing, rehabilitating and returning manatees to the wild. All organizations are authorized to conduct these activities by the USFWS. Feeding manatees or giving them water may cause them to delay their migration south to warmer water. And manatees accustomed to being around people may lose their natural fear of boats and humans, which makes them more susceptible to harm. “In order to monitor manatees in North Carolina, we greatly depend on receiving sighting reports from members of the public. Unfortunately, incidences of human interaction with manatees are quite common in our state. We often receive reports of manatees being fed or offered fresh water to drink. Most people have good intentions when doing these things, and just want to do something to help these animals,” said Loftis. “Fortunately, there are other ways folks can help these gentle giants. Instead of interacting with manatees, members of the community can help contribute to active research by reporting their manatee sightings using our online reporting tool and following proper manatee etiquette. Each report helps us learn more about how manatees are using N.C. waters and informs conservation measures for this species in the future.” In North Carolina, the public is asked to report an injured manatee by calling the 24-hour marine rescue hotline at 910-515-7354. “We rely on the public to help us with reporting healthy, sick, injured, or deceased manatees. It helps us to track individual animals that may need assistance,” said UNCW Director of Marine Mammal Stranding Program Dr. Michael Tift. To report sightings of healthy manatees, please submit information, including photos and location of the animal to UNCW Marine Mammal Stranding Program.The Rick Campbell era has ended while the Ryan Rigmaiden era has begun. The B.C. Lions introduced Rigmaiden as the football club’s new general manager at a press conference at the team’s Surrey practice facility on Wednesday, and at the same time, announced that they had parted ways with head coach Rick Campbell after four seasons and that Neil McEvoy was moving from the co-GM position that he shared with Campbell to the newly-created title of Vice President of Football Operations. As , the club moved quickly to elevate Rigmaiden from his previous role of Assistant General Manager and Director of U.S. Scouting in an effort to retain the 45-year-old native of Spokane, Washington. Rigmaiden was the Lions Director of U.S. Scouting from 2013 to 2017 before leaving to join the Winnipeg Blue Bombers organization. He returned in 2020 and has been responsible for bringing in import talent such as Sione Teuhema, Josh Banks, Alexander Hollins, Manny Rugamba, Jarell Broxton, Josh Woods and Kent Perkins to the Lions. His first task as general manager will be to find a new head coach. “The head coaching search is going to start immediately. There are several coaches that are currently unemployed that we are going to talk to. We also have several here internally that we will interview as well and then get permission (from other teams) for a handful of others,” said Rigmaiden, who becomes the 17th general manager in club history. There are approximately “eight to 10” candidates that the club will interview via ZOOM calls over the next week to 10 days, with that number being whittled down to three or four finalists who will then be interviewed in person. The front-runner for the head coaching position is former Lions quarterback Buck Pierce, who has been with the Winnipeg Blue Bombers organization since 2014 in various coaching capacities and has held the title of offensive coordinator since 2020. Other candidates include former Hamilton head coach Orlondo Steinauer, former Winnipeg and Ottawa head coach Paul LaPolice, former B.C. and Hamilton defensive coordinator Mark Washington and former Calgary special teams coordinator Mark Kilam as well as internal candidates that include offensive coordinator Jordan Maksymic and defensive coordinator Ryan Phillips, who is the only assistant from last year’s staff still under contract. The organization has no timeline in terms of naming a head coach and both Rigmaiden and McEvoy stressed that this will not be a rushed decision. That being said, there has to be some urgency as the new head coach will need time to assemble his own staff moving forward. Rigmaiden has set out three criteria that his hire will have to meet. “Leadership, accountability and toughness. I think those are essential for any head coach no matter what sport you are talking about. That’s going to be something that we emphasize,” replied Rigmaiden when queried on the subject. Rigmaiden hopes the new coach will be able to get the Lions to play with some edge. “The biggest thing I see is our lack of ability to overcome adversity on the field. There is a lack of mental toughness on this team. Internally, we have all been discussing that after last season. There are a variety of reasons why that happens. Instilling a new head coach with some different ideas and different values is going to be the biggest part of that,” said Rigmaiden. Another pressing item on his agenda will be trading quarterback Vernon Adams Jr. and there has already been an organizational shift in philosophy in how that will be dealt with moving forward. “He (Adams Jr.) will not have a say in this process. We are going to do what’s best for the club but we are going to be in constant communication with him,” said Rigmaiden, walking back a promise that Campbell made as co-gm that Adams Jr. would be consulted in trade talks. Rigmaiden added that it was strictly a business call, referring to his solid relationship with Adams Jr. going back to the time when Adams Jr. was a 19-year-old at Eastern Washington University, and that the process would begin immediately by “calling two or three teams” on Monday night. * The natural landing spot for Campbell is Edmonton. As we mentioned last week, new Edmonton owner Larry Thompson wants to reconnect the Elks to the history and tradition of the Eskimos. He already has hired Chris Morris as the Elks president and then followed that up by signing Ed Hervey as the Elks general manager. Morris played 14 years for the Eskimos while Hervey suited up for eight seasons with the green and gold. Hiring Campbell would be a natural fit seeing how his father Hugh coached the Eskimos to five straight Grey Cups from 1978 to 1982. Hervey also hired Campbell in B.C. during his stint as the Lions general manager. * As for the Lions assistant coaches, Phillips could be reunited with former teammate Dave Dickenson as the defensive coordinator for the Calgary Stampeders if things don’t work out in B.C. Meanwhile, Edmonton has asked the Lions for permission to speak to Maksymic about their head coaching vacancy. In other news, linebackers coach Travis Brown has interviewed for the defensive coordinators position in Ottawa but could follow Campbell to Edmonton if the Ottawa job falls through as the two have history together going back to Brown’s playing days as a RedBlack. * With Hervey leaving as Tiger-Cats general manager, former Lions quarterback Danny McManus becomes the leading candidate to replace him in Hamilton. McManus, who led the Leos to a Grey Cup in 1994, has been with Winnipeg since 2013 as the club’s assistant general manager and director of U.S. scouting. McManus was also the quarterback for Hamilton when they last won the Grey Cup in 1999 and is revered in The Hammer. Other candidates include former UBC head coach Ted Goveia, who is the Bombers assistant GM and director of player personnel and a pair of Canadians working as scouts in the NFL in Vince Magri (Buffalo) and Chris Rossetti (New York Giants). Magri and Rossetti both spent time with the Toronto organization before going south.
Record Revenues as Global Logistics Network Expands WATERLOO, Ontario and ATLANTA, Dec. 03, 2024 (GLOBE NEWSWIRE) -- The Descartes Systems Group Inc. (TSX:DSG) (Nasdaq:DSGX) announced its financial results for its fiscal 2025 third quarter (Q3FY25). All financial results referenced are in United States (US) currency and, unless otherwise indicated, are determined in accordance with US Generally Accepted Accounting Principles (GAAP). “Our business has grown organically while we've added complementary solutions to our Global Logistics Network by way of acquisition,” said Edward J. Ryan, Descartes’ CEO. “We listen to our customers about where best to invest to help them meet the many logistics and supply chain challenges they're facing, which contributed to us completing two acquisitions this past quarter. The global trade landscape remains highly uncertain and complex for our customers, especially with potential upcoming changes to tariffs and sanctions and the resulting impact on trade. As always, our goal is to help our customers manage this complexity so that they can continue to focus on their core businesses.” Q3FY25 Financial Results As described in more detail below, key financial highlights for Descartes’ Q3FY25 included: Revenues of $168.8 million, up 17% from $144.7 million in the third quarter of fiscal 2024 (Q3FY24) and up 3% from $163.4 million in the previous quarter (Q2FY25); Revenues were comprised of services revenues of $149.7 million (89% of total revenues), professional services and other revenues of $15.6 million (9% of total revenues) and license revenues of $3.5 million (2% of total revenues). Services revenues were up 15% from $130.4 million in Q3FY24 and up 2% from $146.2 million in Q2FY25; Cash provided by operating activities of $60.1 million, up 7% from $56.1 million in Q3FY24 and up 73% from $34.7 million in Q2FY25. Cash provided by operating activities was negatively impacted in Q2FY25 by the payment of $25.0 million in contingent acquisition consideration for previously completed deals, which was not accrued for at the time of acquisition; Income from operations of $45.8 million, up 41% from $32.4 million in Q3FY24 and down from $45.9 million in Q2FY25; Net income of $36.6 million, up 38% from $26.6 million in Q3FY24 and up 5% from $34.7 million in Q2FY25. Net income as a percentage of revenue was 22%, compared to 18% in Q3FY24 and 21% in Q2FY25; Earnings per share on a diluted basis of $0.42, up 35% from $0.31 in Q3FY24 and up 5% from $0.40 in Q2FY25, respectively; and Adjusted EBITDA of $72.1 million, up 14% from $63.5 million in Q3FY24 and up 2% from $70.6 million in Q2FY25. Adjusted EBITDA as a percentage of revenues was 43%, compared to 44% and 43% in Q3FY24 and Q2FY25, respectively. Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues are non-GAAP financial measures provided as a complement to financial results presented in accordance with GAAP. We define Adjusted EBITDA as earnings before interest, taxes, depreciation, amortization, stock-based compensation (for which we include related fees and taxes) and other charges (for which we include restructuring charges, acquisition-related expenses, and contingent consideration incurred due to better-than-expected performance from acquisitions). These items are considered by management to be outside Descartes' ongoing operational results. We define Adjusted EBITDA as a percentage of revenues as the quotient, expressed as a percentage, from dividing Adjusted EBITDA for a period by revenues for the corresponding period. A reconciliation of Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues 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 5 fiscal quarters (unaudited; dollar amounts, other than per share amounts, in millions): Year-to-Date Financial Results As described in more detail below, key financial highlights for Descartes’ nine-month period ended October 31, 2024 (9MFY25) included: Revenues of $483.5 million, up 14% from $424.7 million in the same period a year ago (9MFY24); Revenues were comprised of services revenues of $433.7 million (90% of total revenues), professional services and other revenues of $44.4 million (9% of total revenues) and license revenues of $5.4 million (1% of total revenues). Services revenues were up 13% from $385.3 million in 9MFY24; Cash provided by operating activities of $158.5 million, up 1% from $156.9 million in 9MFY24. Cash provided by operating activities was negatively impacted in 9MFY25 by the payment of $25.0 million in contingent acquisition consideration for previously completed deals, which was not accrued for at the time of acquisition; Income from operations of $134.0 million, up 27% from $105.8 million in 9MFY24; Net income of $105.9 million, up 26% from $84.1 million in 9MFY24. Net income as a percentage of revenues was 22%, compared to 20% in 9MFY24; Earnings per share on a diluted basis of $1.21, up 25% from $0.97 in 9MFY24; and Adjusted EBITDA of $209.7 million, up 15% from $181.7 million in 9MFY24. Adjusted EBITDA as a percentage of revenues was 43%, consistent with 9MFY24. The following table summarizes Descartes’ results in the categories specified below over 9MFY25 and 9MFY24 (unaudited, dollar amounts in millions): Cash Position At October 31, 2024, Descartes had $181.3 million in cash. Cash decreased by $71.4 million in Q3FY25 and $139.7 million in 9MFY25. The table set forth below provides a summary of cash flows for Q3FY25 and 9MFY25 in millions of dollars: Acquisition of MyCarrierPortal On September 17, 2024, Descartes acquired all of the shares of Assure Assist, Inc., doing business as MyCarrierPortal (“MCP”), a leading provider of carrier onboarding and risk monitoring solutions for the trucking industry. The purchase price for the acquisition was approximately $22.5 million, net of cash acquired, which was funded from cash on hand, plus potential performance-based consideration of up to $6.0 million based on MCP achieving revenue-based targets over the first two years post-acquisition. Acquisition of Sellercloud On October 11, 2024, Descartes acquired all of the shares of Sellercloud LLC and certain assets of Sellercloud Europe Ltd. (collectively referred to as “Sellercloud”), a leading provider of omnichannel ecommerce solutions. The purchase price for the acquisition was approximately $110.2 million, net of cash acquired, which was funded from cash on hand, plus potential performance-based consideration of up to $20.0 million based on Sellercloud achieving revenue-based targets over the first two years post-acquisition. Conference Call Members of Descartes' executive management team will host a conference call to discuss the company's financial results at 5:30 p.m. ET on Tuesday, December 3, 2024. Designated numbers are +1 289 514 5100 and +1 800 717 1738 for Toll-Free in North America, using conference ID 07584. The company will simultaneously conduct an audio webcast on the Descartes website at www.descartes.com/descartes/investor-relations. Phone conference dial-in or webcast login is required approximately 10 minutes beforehand. Replays of the conference call will be available until December 10, 2024, by dialing +1 289 819 1325 or Toll-Free for North America using +1 888 660 6264 with Playback Passcode: 07584#. An archived replay of the webcast will be available at www.descartes.com/descartes/investor-relations. About Descartes Descartes (Nasdaq:DSGX) (TSX:DSG) is the global leader in providing on-demand, software-as-a-service solutions focused on improving the productivity, security and sustainability of logistics-intensive businesses. Customers use our modular, software-as-a-service solutions to route, track and help improve the safety, performance and compliance of delivery resources; plan, allocate and execute shipments; rate, audit and pay transportation invoices; access global trade data; file customs and security documents for imports and exports; and complete numerous other logistics processes by participating in the world’s largest, collaborative multimodal logistics community. Our headquarters are in Waterloo, Ontario, Canada and we have offices and partners around the world. Learn more at www.descartes.com , and connect with us on LinkedIn and X (Twitter ). Descartes Investor Contact Laurie McCauley (519) 746-2969 investor@descartes.com Cautionary Statement Regarding Forward-Looking Statements This release may contain forward-looking information within the meaning of applicable securities laws ("forward-looking statements") that relates to Descartes' expectations concerning future revenues and earnings, and our projections for any future reductions in expenses or growth in margins and generation of cash; our assessment of the potential impact of geopolitical events, such as the ongoing conflict between Russia and Ukraine (the “Russia-Ukraine Conflict”), and between Israel and Hamas (“Israel-Hamas Conflict”), or other potentially catastrophic events, on our business, results of operations and financial condition; continued growth and acquisitions including our assessment of any increased opportunity for our products and services as a result of trends in the logistics and supply chain industries; rate of profitable growth and Adjusted EBITDA margin operating range; demand for Descartes' solutions; growth of Descartes' Global Logistics Network (“GLN”); customer buying patterns; customer expectations of Descartes; development of the GLN and the benefits thereof to customers; and other matters. These forward-looking statements are based on certain assumptions including the following: global shipment volumes continuing at levels generally consistent with those experienced historically; the Russia-Ukraine Conflict and Israel-Hamas Conflict not having a material negative impact on shipment volumes or on the demand for the products and services of Descartes by its customers and the ability of those customers to continue to pay for those products and services; countries continuing to implement and enforce existing and additional customs and security regulations relating to the provision of electronic information for imports and exports; countries continuing to implement and enforce existing and additional trade restrictions and sanctioned party lists with respect to doing business with certain countries, organizations, entities and individuals; Descartes' continued operation of a secure and reliable business network; the stability of general economic and market conditions, currency exchange rates, and interest rates; equity and debt markets continuing to provide Descartes with access to capital; Descartes' continued ability to identify and source attractive and executable business combination opportunities; Descartes' ability to develop solutions that keep pace with the continuing changes in technology, and our continued compliance with third party intellectual property rights. These assumptions may prove to be inaccurate. Such forward-looking statements involve known and unknown risks, uncertainties and other factors 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, Descartes' ability to successfully identify and execute on acquisitions and to integrate acquired businesses and assets, and to predict expenses associated with and revenues from acquisitions; the impact of network failures, information security breaches or other cyber-security threats; disruptions in the movement of freight and a decline in shipment volumes including as a result of contagious illness outbreaks; a deterioration of general economic conditions or instability in the financial markets accompanied by a decrease in spending by our customers; the ability to attract and retain key personnel and the ability to manage the departure of key personnel and the transition of our executive management team; changes in trade or transportation regulations that currently require customers to use services such as those offered by Descartes; changes in customer behaviour and expectations; Descartes’ ability to successfully design and develop enhancements to our products and solutions; departures of key customers; the impact of foreign currency exchange rates; Descartes' ability to retain or obtain sufficient capital in addition to its debt facility to execute on its business strategy, including its acquisition strategy; disruptions in the movement of freight; the potential for future goodwill or intangible asset impairment as a result of other-than-temporary decreases in Descartes' market capitalization; 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' most recently filed Management's Discussion and Analysis. 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 Measures - Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues 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 EBITDA and Adjusted EBITDA as a percentage of revenues, in making investment decisions about our company and measuring our operational results. The term “Adjusted EBITDA” refers to a financial measure that we define as earnings before certain charges that management considers to be non-operating expenses and which consist of interest, taxes, depreciation, amortization, stock-based compensation (for which we include related fees and taxes) and other charges (for which we include restructuring charges, acquisition-related expenses, and contingent consideration incurred due to better-than-expected performance from acquisitions). Adjusted EBITDA as a percentage of revenues divides Adjusted EBITDA for a period by the revenues for the corresponding period and expresses the quotient as a percentage. Management considers these non-operating expenses to be outside the scope of Descartes’ ongoing operations and the related expenses are not used by management to measure operations. Accordingly, these expenses are excluded from Adjusted EBITDA, which we reference to both measure our operations and as a basis of comparison of our operations from period-to-period. Management believes that investors and financial analysts measure our business on the same basis, and we are providing the Adjusted EBITDA financial metric to assist in this evaluation and to provide a higher level of transparency into how we measure our own business. However, Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues are non-GAAP financial measures and may not be comparable to similarly titled measures reported by other companies. Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues should not be construed as a substitute for net income determined in accordance with GAAP or other non-GAAP measures that may be used by other companies, such as EBITDA. The use of Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues does have limitations. In particular, we have completed seven acquisitions since the beginning of fiscal 2024 and may complete additional acquisitions in the future that will result in acquisition-related expenses and restructuring charges. As these acquisition-related expenses and restructuring charges may continue as we pursue our consolidation strategy, some investors may consider these charges and expenses as a recurring part of operations rather than expenses that are not part of operations. The table below reconciles Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues to net income reported in our unaudited Consolidated Statements of Operations for Q3FY25, Q2FY25, Q1FY25, Q4FY24, and Q3FY24, which we believe is the most directly comparable GAAP measure. The table below reconciles Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues to net income reported in our unaudited Consolidated Statements of Operations for 9MFY25 and 9MFY24, which we believe is the most directly comparable GAAP measure. The Descartes Systems Group Inc. Condensed Consolidated Balance Sheets (US dollars in thousands; US GAAP; Unaudited) The Descartes Systems Group Inc. Consolidated Statements of Operations (US dollars in thousands, except per share and weighted average share amounts; US GAAP; Unaudited) The Descartes Systems Group Inc. Condensed Consolidated Statements of Cash Flows (US dollars in thousands; US GAAP; Unaudited)
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