Significant accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2013 |
Accounting Policies [Abstract] | ' |
Basis Of Presentation [Policy Text Block] | ' |
Basis of presentation— The accompanying interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to SEC rules. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the 10-K Amendment. |
|
In the opinion of management, the accompanying unaudited condensed 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 three and six months ended June 30, 2013 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. Significant estimates and assumptions made by management include the deferral and recognition of revenue, the fair value of share-based compensation, accounting for income taxes, including the realization of deferred tax assets and uncertain tax positions, and the useful lives of tangible and intangible assets. Actual results could differ from those estimates. |
Consolidation, Policy [Policy Text Block] | ' |
Principles of consolidation — The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. |
Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
Cash and cash equivalents — The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase 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. |
Term Deposits Policy [Policy Text Block] | ' |
Short-term investments — Short-term investments consist of U.S. treasury bills with original maturities of more than three months at the time of purchase and term deposits with banks, with maturities greater than three months at inception. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' |
Fair value of financial instruments — The fair value of the Company’s accounts receivable, accounts payable and accrued expenses and other liabilities approximates book value due to their short term settlements. |
Revenue Recognition, Policy [Policy Text Block] | ' |
Revenue recognition — The Company derives its revenues primarily from subscription fees and installation fees, including training. The Company sells subscriptions to its cloud-based application that are generally one year in length. Its arrangements do not include a general right of return and automatically renew unless the Company is notified 30 days prior to the expiration of the initial term. The Company’s subscription agreements do not provide the customer the right to take possession of the software that supports the application. Installation fees consist of the configuration of the Company’s service and training of its customers. |
|
Revenue recognition commences when all of the following conditions are met: |
|
· There is persuasive evidence of the arrangement; |
|
· The service has been made available to the customer; |
|
· The fee is fixed or determinable; and |
|
· The collectability of the fees is reasonably assured. |
|
In October 2009, the Financial Accounting Standards Board, or FASB, ratified authoritative accounting guidance regarding revenue recognition for arrangements with multiple deliverables effective for fiscal periods beginning on or after June 15, 2010. The guidance affects the determination of separate units of accounting in arrangements with multiple deliverables. To qualify as a separate unit of accounting, the delivered item must have value to the customer on a standalone basis. The Company has determined that the installation fee does not have standalone value, so accordingly, it accounts for its arrangements as a single unit of accounting. |
|
Revenue from the Company’s subscription service is recognized on a daily basis over the subscription term as the services are delivered. The service is considered delivered, and hence revenue recognition commences, when the customer has access to the Diligent Boardbooks product. Revenue is recorded ratably through the end of the contract period, which is generally twelve months from the contract date. |
|
Installation fees paid by customers in connection with the subscription service are deferred and are recognized ratably over the expected life of the customer relationships, generally nine years. In estimating the expected customer relationship period, the Company looked to guidance on the determination of the useful life of an intangible asset for the appropriate factors to be considered in estimating expected customer life and specifically focused on its customer renewal rate. The Company’s customer contracts contain a standard “autorenew” feature which provides for one-year renewals unless either party provides written notice of termination. In addition, the Company’s renewal history with its customers has been and remains at very high rates. As a result, the Company believes that its customers will renew numerous times during their tenure with the Company and consequently have a very low annual attrition rate. After considering these factors, the Company determined that a nine year estimated customer life was appropriate. |
Revenue Recognition, Deferred Revenue [Policy Text Block] | ' |
Deferred Revenue— Deferred revenue represents installation and subscription fees for which cash has been received but for which the Company has not yet delivered its services or the criteria for the recognition of revenue have not yet been met. Deferred revenues presented in the consolidated balance sheet do not include amounts receivable (both billed and unbilled) for executed subscription agreements for which the Company has not yet received payment. Accordingly, the deferred revenue balance does not represent the total contract value of annual, non-cancelable subscription agreements. |
|
Long term deferred revenue consists of installation fees that will be recognized over the estimated life of the customer relationship, generally nine years. Installation fees expected to be recognized within the next 12 months of the balance sheet date are included in the current portion of deferred revenue. |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | ' |
Accounts receivable — The Company generally invoices its customers on an annual or quarterly basis. Accounts receivable represents amounts due from our customers for which revenue has been recognized. A provision for doubtful accounts is recorded based on management’s assessment of amounts considered uncollectable for specific customers based on age of the receivable, history of payments and other relevant information. At each of June 30, 2013 and December 31, 2012, the Company has recorded a provision for doubtful accounts of $100 thousand. |
Research and Development Expense, Policy [Policy Text Block] | ' |
Research and development— Research and development expenses are incurred as the Company upgrades and maintains the Diligent Boardbooks software, and develops product enhancements. Such expenses include compensation and employee benefits of engineering and testing personnel, materials, travel and direct costs associated with the design and required testing of the product line. The Company does not allocate indirect overhead to research and development. Direct development costs related to software enhancements that add functionality have been expensed as incurred as the Company has not historically maintained sufficiently detailed records of its development efforts to be able to capitalize such costs. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' |
|
|
Share-based compensation— The 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 fair value of restricted stock units is estimated using the market price of the Company’s common stock at the date of grant and we recognize compensation expense for the portion of the award that is expected to vest. |
|
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. |
|
Earnings Per Share, Policy [Policy Text Block] | ' |
Earnings per share — Basic earnings 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 and preferred shares outstanding for the period. The preferred stockholders are entitled to participate on an “as converted” basis in any dividend on the Company’s common stock, and as such are considered participating securities to which earnings should be allocated using the two-class method. |
|
Diluted earnings 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. All stock options and convertible redeemable preferred stock were included as potential dilutive securities for all periods applicable. |
|
The computation of shares used in calculating basic and diluted earnings per common share are as follows: |
|
| | Three months ended June 30, | | Six months ended June 30, | |
| | 2013 | | 2012 | | 2013 | | 2012 | |
| | (in thousands) | |
Basic weighted average common shares outstanding | | 83,776 | | 81,880 | | 83,744 | | 81,843 | |
Basic weighted average preferred shares outstanding | | 32,667 | | 32,667 | | 32,667 | | 32,667 | |
Basic weighted average shares outstanding | | 116,443 | | 114,547 | | 116,411 | | 114,510 | |
Dilutive effect of stock options | | 5,604 | | 5,540 | | 5,503 | | 5,833 | |
Dilutive effect of restricted stock units | | 7 | | — | | 3 | | — | |
Dilutive weighted average shares outstanding | | 122,054 | | 120,087 | | 121,917 | | 120,343 | |
New Accounting Pronouncements Policy [Policy Text Block] | ' |
Recent accounting pronouncements — In February 2013, the FASB issued ASU 2013-02, “Comprehensive Income”, which requires disclosure of significant amounts reclassified out of accumulated other comprehensive income by component and their corresponding effect on the respective line items of net income. This guidance was effective for the Company as of January 1, 2013 and did not have a material impact on the Company’s consolidated financial statements. |
|
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 are not expected to have a material impact on the consolidated financial position, results of operations, and cash flows, or do not apply to the Company’s operations. |