Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.Financial_Report.xls
XML - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.R6.htm
XML - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.R5.htm
XML - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.R1.htm
XML - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.R4.htm
XML - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.R2.htm
XML - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.R7.htm
XML - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.R8.htm
XML - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.R3.htm
XML - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.R14.htm
XML - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.R18.htm
XML - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.R23.htm
XML - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.R16.htm
XML - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.R25.htm
XML - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.R26.htm
XML - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.R17.htm
XML - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.R22.htm
XML - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.R27.htm
XML - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.R28.htm
XML - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.R12.htm
XML - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.R20.htm
XML - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.R21.htm
XML - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.R15.htm
XML - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.R11.htm
XML - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.R24.htm
XML - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.R13.htm
XML - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.R10.htm
XML - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.R19.htm
EX-31.2 - EXHIBIT 31.2 - Diligent Board Member Services, Inc.v326276_ex31-2.htm
EX-32.1 - EXHIBIT 32.1 - Diligent Board Member Services, Inc.v326276_ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - Diligent Board Member Services, Inc.v326276_ex31-1.htm
EX-32.2 - EXHIBIT 32.2 - Diligent Board Member Services, Inc.v326276_ex32-2.htm
10-Q - FORM 10-Q - Diligent Board Member Services, Inc.v326276_10q.htm
XML - IDEA: XBRL DOCUMENT - Diligent Board Member Services, Inc.R29.htm
EX-10.17 - EXHIBIT 10.17 - Diligent Board Member Services, Inc.v326276_ex10-17.htm
v2.4.0.6
Significant accounting policies
9 Months Ended
Sep. 30, 2012
Accounting Policies [Abstract]  
Significant Accounting Policies [Text Block]
2) Significant accounting policies

 

Basis of presentationThe accompanying interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions for Form 10-Q pursuant to the rules and regulations of the SEC. Accordingly, they do not include all information and notes required by GAAP and provided in the annual consolidated financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in Form 10-K of the Company for the year ended December 31, 2011, as filed with the SEC on March 26, 2012.

 

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the financial statements. The results of operations for the nine months ended September 30, 2012 are not necessarily indicative of the results to be expected for the full year.

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and cash equivalents – The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company invests its excess cash primarily in bank and money market funds of major financial institutions. Accordingly, its cash equivalents are subject to minimal credit and market risk. At September 30, 2012, cash equivalents include investments in U.S. treasury bills of $6,999,080 and U.S. treasury money market funds of $9,000,467, which are carried at cost which approximates fair value. At December 31, 2011, cash equivalents include investments in U.S. treasury bills of $1,999,919, U.S. treasury money market funds of $3,000,046 and other money market funds of $2,750.

 

Fair value of financial instruments – The fair value of our cash and cash equivalents, term deposits, accounts receivable, accounts payable and accrued expenses approximates book value due to their short term settlements. The note receivable from affiliate (the “Note”) was recorded at estimated net realizable value, adjusted for any valuation allowance for amounts considered uncollectable, and was reviewed for impairment each reporting period.

 

Revenue recognition – The Company recognizes revenue when all of the following criteria are met: (a) persuasive evidence of the arrangement exists, (b) delivery has occurred or services have been rendered, (c) the seller’s price to the buyer is fixed and determinable and (d) collectability is reasonably assured. Revenue from the Boardbooks service agreements is recorded ratably over the contract period, which is generally twelve months. Subscription fees paid in advance are recorded as deferred revenue until earned. The Company also earns fees for set-up and training (“installation fees”) of the Boardbooks system. Installation fees are recorded ratably over the contract period. 

 

Share-based compensationThe Company measures the cost of employee services received in exchange for an equity-based award using the fair value of the award on the date of the grant, and recognizes the cost over the period that the award recipient is required to provide services to the Company in exchange for the award.

 

The Company measures compensation cost for awards granted to non-employees based on the fair value of the award at the measurement date, which is the date performance is satisfied or services are rendered by the non-employee.

 

Net income per share – Basic net income per share is computed by dividing the net income attributable to common stockholders, after deducting accrued preferred stock dividends, by the weighted average number of common shares outstanding for the period.

 

Diluted net income per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock, unless the effect is anti-dilutive. Stock options and convertible preferred stock are included as potential dilutive securities for all periods applicable.

 

The components of the calculation of basic and diluted net income per common share are as follows:

 

    Three months ended September 30,     Nine months ended September 30,  
    2012     2011     2012     2011  
Numerator:                                
Net income   $ 2,903,242     $ 325,143     $ 6,261,055     $ 1,146,106  
Preferred stock dividends     (89,835 )     (89,835 )     (269,504 )     (269,504 )
Basic net income available to common shareholders   $ 2,813,407     $ 235,308     $ 5,991,551     $ 876,602  
Diluted net income available to common shareholders   $ 2,903,242     $ 325,143     $ 6,261,055     $ 1,146,106  
Denominator:                                
Basic weighted average shares outstanding     82,067,858       82,018,001       81,917,705       81,999,649  
Dilutive effect of stock options     5,242,291       2,561,406       5,004,868       1,157,898  
Dilutive effect of convertible preferred stock     32,667,123       32,667,123       32,667,123       32,667,123  
Diluted weighted average shares outstanding     119,977,272       117,246,530       119,589,696       115,824,670  
Basic earnings per share   $ 0.03     $ 0.00     $ 0.07     $ 0.01  
Diluted earnings per share   $ 0.02     $ 0.00     $ 0.05     $ 0.01  

  

Recent accounting pronouncements – In June 2011, the FASB issued new guidance regarding the presentation of comprehensive income, which requires entities to present the total of comprehensive income, the components of net income and the components of other comprehensive income (OCI) in either a single continuous statement of comprehensive income or in two separate consecutive statements. The guidance does not change the components of OCI or when an item of OCI must be reclassified to net income, or the earnings per share calculation. The Company implemented this guidance in the first quarter of 2012.

 

From time to time, new accounting pronouncements are issued by the FASB and are adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of other recently issued accounting pronouncements will not have a material impact on the consolidated financial position, results of operations, and cash flows, or do not apply to the Company’s operations.