Diligent (DIL) Inactive 10-Q19 Jun 142014 Q1 Quarterly reportFinancial data

Company Profile

Document_And_Entity_Informatio

Document And Entity Information	3 Months Ended
Document And Entity Information	Mar. 31, 2014	Jun. 12, 2014
Document And Entity Information	'	'
Entity Registrant Name	'Diligent Board Member Services, Inc.	'
Entity Central Index Key	'0001433269	'
Current Fiscal Year End Date	'--12-31	'
Entity Filer Category	'Accelerated Filer	'
Entity Common Stock, Shares Outstanding	'	86,556,610
Document Type	'10-Q	'
Amendment Flag	'false	'
Document Period End Date	31-Mar-14	'
Document Fiscal Period Focus	'Q1	'
Document Fiscal Year Focus	'2014	'

Condensed_Consolidated_Balance

Condensed Consolidated Balance Sheets (USD $)	Mar. 31, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Current assets:	'	'
Cash and cash equivalents	$54,115	$43,583
Short-term investments	6,500	12,497
Accounts receivable, net	1,324	1,750
Deferred commissions	1,354	1,532
Prepaid expenses and other current assets	2,060	1,936
Deferred tax assets	3,334	3,111
Income tax receivable	0	1,430
Total current assets	68,687	65,839
Property and equipment, net	9,407	8,228
Deferred tax assets	3,934	3,607
Security deposits	754	676
Total assets	82,782	78,350
Current liabilities:	'	'
Accounts payable	1,419	2,402
Accrued expenses and other liabilities	8,560	8,856
Income taxes payable	108	'
Deferred revenue	29,176	27,428
Obligations under capital leases	847	847
Total current liabilities	40,110	39,533
Non-current liabilities:	'	'
Deferred revenue, less current portion	10,739	10,471
Obligations under capital leases, less current portion	554	767
Other non-current liabilities	3,626	2,634
Total non-current liabilities	14,919	13,872
Total liabilities	55,029	53,405
Commitments and contingencies	'	'
Redeemable preferred stock:	'	'
Series A convertible redeemable preferred stock, $.001 par value, 50,000,000 shares authorized 30,000,000 and 32,667,123 shares issued and outstanding (liquidation value $4,990)	3,000	3,261
Stockholders' equity:	'	'
Common Stock, $.001 par value, 250,000,000 shares authorized, 86,529,775 and 83,586,155 shares issued and outstanding	87	84
Additional paid-in capital	30,119	28,861
Accumulated deficit	-5,276	-7,220
Accumulated other comprehensive loss	-177	-41
Total stockholders' equity	24,753	21,684
Total liabilities, redeemable preferred stock and stockholders' equity	82,782	78,350
Series A convertible redeemable preferred stock	'	'
Redeemable preferred stock:	'	'
Series A convertible redeemable preferred stock, $.001 par value, 50,000,000 shares authorized 30,000,000 and 32,667,123 shares issued and outstanding (liquidation value $4,990)	$3,000	$3,261

Condensed_Consolidated_Balance1

Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013
In Thousands, except Share data, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Common stock, par value (in dollars per share)	$0.00	$0.00
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	86,529,775	83,776,155
Common stock, shares outstanding	86,529,775	83,776,155
Series A convertible redeemable preferred stock	'	'
Redeemable preferred stock, par value (in dollars per share)	$0.00	$0.00
Redeemable preferred stock, shares authorized	50,000,000	50,000,000
Redeemable preferred stock, shares issued	30,000,000	32,667,123
Redeemable preferred stock, shares outstanding	30,000,000	32,667,123
Redeemable preferred stock, liquidation value (in dollars)	$4,588	$4,588

Condensed_Consolidated_Stateme

Condensed Consolidated Statements of Income (USD $)	3 Months Ended
In Thousands, except Per Share data, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Condensed Consolidated Statements of Income	'	'
Revenues	$19,126	$13,708
Cost of revenues (excluding depreciation and amortization)	3,731	2,773
Gross profit	15,395	10,935
Operating expenses:	'	'
Selling and marketing	2,747	2,279
General and administrative	6,842	3,697
Research and development	1,313	933
Depreciation and amortization	527	259
Investigations and restatement	779	1,632
Total operating expenses	12,208	8,800
Operating income	3,187	2,135
Other income (expense), net:	'	'
Interest expense, net	-15	-8
Foreign exchange transaction (loss) gain	68	-116
Total other income (expense), net	53	-124
Income before (benefit) provision for income taxes	3,240	2,011
Income tax expense	1,296	782
Net income	1,944	1,229
Accrued preferred stock dividends	-88	-89
Net income attributable to common stockholders	$1,856	$1,140
Earnings per share:	'	'
Basic (in dollars per share)	$0.02	$0.01
Diluted (in dollars per share)	$0.02	$0.01
Weighted average shares outstanding:	'	'
Basic (in shares)	116,481	116,380
Diluted (in shares)	119,235	121,692

Condensed_Consolidated_Stateme1

Condensed Consolidated Statements of Comprehensive Income (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Net income	$1,944	$1,229
Other comprehensive loss :	'	'
Foreign exchange translation adjustment	-136	-51
Comprehensive income	$1,808	$1,178

Condensed_Consolidated_Stateme2

Condensed Consolidated Statement of Changes in Stockholders' Equity (USD $)	Total	Common Stock	Additional Paid-in-Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)
In Thousands, except Share data	Total	Common Stock	Additional Paid-in-Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)
Balance at Dec. 31, 2013	$21,684	$84	$28,861	($7,220)	($41)
Balance (in shares) at Dec. 31, 2013	'	83,776,000	'	'	'
Net income	1,944	'	'	1,944	'
Other comprehensive loss	-136	'	'	'	-136
Comprehensive income	1,808	'	'	'	'
Conversion of preferred stock to common stock	267	3	264	'	'
Conversion of preferred stock to common stock (in shares)	'	2,667,000	'	'	'
Shares issued to the Board of Directors	'	'	349	'	'
Shares issues to the Board of Directors (in shares)	'	87,000	'	'	'
Share-based compensation	739	'	739	'	'
Amortization of preferred stock offering costs	-6	'	-6	'	'
Accrued preferred stock dividend ($.00825 per share)	-88	'	-88	'	'
Balance at Mar. 31, 2014	$24,753	$87	$30,119	($5,276)	($177)
Balance (in shares) at Mar. 31, 2014	'	86,530,000	'	'	'

Condensed_Consolidated_Stateme3

Condensed Consolidated Statement of Changes in Stockholders' Equity (Parenthetical) (USD $)	3 Months Ended
	Mar. 31, 2014
Condensed Consolidated Statement of Changes in Stockholders' Equity	'
Accrued preferred stock dividend (in dollars per share)	$0.01

Condensed_Consolidated_Stateme4

Condensed Consolidated Statements of Cash Flows (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Cash flows from operating activities:	'	'
Net income	$1,944	$1,229
Adjustments to reconcile net income to net cash provided by operating activities:	'	'
Deferred taxes	-552	-227
Excess tax benefits realized from share-based compensation	'	-185
Depreciation and amortization	527	259
Share-based compensation	836	340
Other	14	15
Changes in operating assets and liabilities:	'	'
Accounts receivable	426	-87
Deferred commissions	179	16
Prepaid expenses and other assets	-124	-316
Security deposits	'	17
Accounts payable and accrued expenses	-913	1,519
Income taxes payable	1,538	-899
Deferred revenue	2,017	1,568
Other non-current liabilities	1,033	'
Net cash provided by operating activities	6,925	3,249
Cash flows from investing activities:	'	'
Purchases of short-term investments	'	-149
Proceeds from maturity of short-term investments	5,997	105
Restricted cash - security deposit	-78	'
Purchases of property and equipment	-1,565	'
Net cash provided by (used in) investing activities	4,354	-44
Cash flows from financing activities:	'	'
Payment of preferred stock dividend	-359	-120
Proceeds from exercise of stock options and purchases of shares under stock purchase plan	'	74
Excess tax benefits realized from share-based compensation	'	185
Repayments of obligations under capital leases	-211	-92
Payments of obligations under software licensing agreements	-41	-36
Net cash (used in) provided by financing activities	-611	11
Effect of exchange rates on cash and cash equivalents	-136	-55
Net increase in cash and cash equivalents	10,532	3,161
Cash and cash equivalents at beginning of period	43,583	33,311
Cash and cash equivalents at end of period	54,115	36,472
Cash paid during the period for :	'	'
Interest	21	11
Income taxes	121	1,775
Supplemental disclosure of noncash investing and financing activities:	'	'
Capital contribution in lieu of preferred stock dividend	'	240
Conversion of preferred stock to common stock	267	'
Accounts payable for property and equipment	$157	$1,306

Organization_and_nature_of_the

Organization and nature of the business	3 Months Ended
Organization and nature of the business	Mar. 31, 2014
Organization and nature of the business	'
Organization and nature of the business	'
	1) Organization and nature of the business

	Diligent Board Member Services, Inc. (“Diligent” or the “Company”) is a global leader in web-based portals for Boards of Directors. The Company develops and sells an online software application called Diligent Boardbooks®, a web-based portal that board members, management and administrative staff use to compile, update, review and archive board materials during and after board meetings. Diligent provides clients with subscription-based access to the software and also provides associated services including securely hosting the clients’ data, and customer service and support for the application.

	The Company was incorporated in the State of Delaware on September 27, 2007 and is listed on the New Zealand Stock Exchange (the “NZSX”). On December 12, 2007, the Company completed an offshore public offering in connection with its listing on the NZSX. The Company’s corporate headquarters are located in New York, New York.

	The Company has a wholly-owned subsidiary located in New Zealand, Diligent Board Member Services NZ Limited (“DBMS NZ”), which provides research and development services for the Company. The Company has a wholly-owned subsidiary in the United Kingdom, Diligent Boardbooks Limited (“DBL”) and a wholly-owned subsidiary in Australia, Diligent Board Services Australia Pty Ltd. (“DBA”), which provide sales, marketing and customer support services in their respective regions. The Company’s Singapore subsidiary, Diligent APAC Board Services Pte. Ltd. —(“APAC”) provides sales support in the Asia-Pacific region. The Company’s subsidiary in Hong Kong was set up to support its Asia-Pacific sales and marketing, however it has had no operations to date since its inception in 2012. In February 2014, the Company established a German subsidiary in order to operate a data center on the European continent.

	The Company’s condensed consolidated financial statements are presented in U.S. dollars, which is the Company’s functional and reporting currency.

Investigations_and_restatement

Investigations and restatement	3 Months Ended
Investigations and restatement	Mar. 31, 2014
Investigations and restatement	'
Investigations and restatement	'
	2) Investigations and restatement

	Special Committee

	In December 2012, the Board of Directors of the Company appointed a Special Committee of independent directors to examine certain of Diligent’s past stock issuances and stock option grants that may not have been issued in compliance with the relevant stock option and incentive plans. The Special Committee’s members were not on the Board at the time of the issuance of such grants, were not involved in their issue, and are not the recipients of any option grants. The Special Committee was delegated broad powers from the Board to take all such action in respect of the issuances as it deemed necessary and advisable.

	The Special Committee, assisted by attorneys in the U.S. and New Zealand, conducted a thorough review and analysis of all stock issuances and stock option grants during the relevant period. As discussed in Note 7 , the Special Committee found that three option awards exceeded the applicable plan caps on the number of shares covered by an award issued to a single recipient in a particular year. The Special Committee was delegated the authority to develop appropriate alternative compensation packages for the affected employees. These awards were determined by the Board to be reasonable compensation at the time, and were an important incentive component of the employees’ compensation packages.

	As part of its work, the Special Committee also reviewed the Company’s compliance with applicable regulations, including U.S. and New Zealand securities regulations and the NZSX Listing Rules. The Special Committee identified a number of instances where it appears that Diligent was not, or may not have been, in compliance with its U.S. and New Zealand regulatory obligations.

	The Special Committee determined that these instances of non-compliance were inadvertent and attributable in part to the constrained resources of Diligent in a period of financial difficulty in the years following its listing on NZSX, and the complex regulatory and compliance obligations across multiple jurisdictions with differing regulations and requirements. It has recommended, and the Board fully endorsed, that the Company work with its regulators to resolve these issues. In September 2013 the NZ Markets Disciplinary Tribunal approved a settlement reached by the Company and the New Zealand Stock Exchange regarding the previously disclosed breaches of the NZSX Listing Rules by the Company. The settlement provided for the payment of fines and costs by the Company, consisting of NZ $15 thousand as a penalty to the NZX Discipline Fund and NZ $4 thousand towards the costs of NZXR.

	Costs for the Special Committee for the three months ended March 31, 2013 were $1.6 million. An additional $0.3 million incurred in the fourth quarter of 2012. Included in Special Committee expenses are professional fees incurred for legal, accounting and compensation consultants, NZX penalties and compensation paid to Special Committee members. During the second quarter of 2013, the Special Committee was disbanded and the Company is in the process of implementing the recommendations of the Special Committee to remediate the compliance and internal control weaknesses identified.

	Audit Committee Investigation

	On July 2, 2013, the Audit Committee of the Board of Directors engaged outside company counsel to investigate the accounting errors that gave rise to the need to restate the Company’s financial statements, as well as other historical accounting practices impacting the timing of recognition of revenue. In connection with the investigation, it was determined that the Company included in its financial results certain customer agreements that, while having an effective date within a quarter, had not been signed by all parties within the quarter, as would be required to commence revenue recognition under U.S. GAAP. The early inclusion of such contracts did not have a material impact on previously reported revenue for fiscal quarters including the first quarter of 2010 through the first quarter of 2013. The Audit Committee investigation resulted in no finding of intentional misconduct or fraud.

	Restatement and Re-audit Engagements

	In August, 2013, the Company announced that its historical financial statements for the years ended December 31, 2012, 2011 and 2010 and the quarter ended March 31, 2013 would be restated due to revenue recognition errors. The Company completed the restatement process in April 2014. Costs for the restatement and re-audits incurred during the three months ended March 31, 2014 were $0.7 million, with additional costs expected during the second quarter of 2014. These costs are comprised of professional fees incurred for accounting, auditing and consulting services and restatement bonuses

Significant_accounting_policie

Significant accounting policies	3 Months Ended
	Mar. 31, 2014
Significant accounting policies	'
Significant accounting policies	'
	3) Significant accounting policies

	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 (“U.S. 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 2013 Form 10-K.

	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 months ended March 31, 2014 are not necessarily indicative of the results to be expected for the full year.

	The preparation of financial statements in conformity with U.S. 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.

	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 — 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.

	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 — 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 — 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.

	To qualify as a separate unit of accounting, the delivered item in a multiple element arrangement 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.

	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.

	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 March 31, 2014 and December 31, 2013, the Company has recorded a provision for doubtful accounts of $100 thousand.

	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— 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 and performance stock units are estimated using the market price of the Company’s common stock at the date of the 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 - 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 dividends paid 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, settled or converted into common stock, unless the effect is anti-dilutive. Stock options and employee share awards are included as potential dilutive securities for the applicable periods, except that 380 thousand stock options have been excluded for the three months ended March 31, 2014, respectively because their effect is anti-dilutive.

	The computation of shares used in calculating basic and diluted earnings per common share are as follows:

		March 31,
		2014	2013
		(in thousands)
	Basic weighted average common shares outstanding	84,584	83,713
	Basic weighted average preferred shares outstanding	31,897	32,667
	Basic weighted average shares outstanding	116,481	116,380
	Dilutive effect of stock options	2,627	5,312
	Dilutive effect of restricted stock units	127	—

	Dilutive weighted average shares outstanding	119,235	121,692

Recent accounting pronouncements — In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, to clarify the principles used to recognize revenue for all entities. The new guidance is effective for annual and interim periods beginning after December 15, 2016 with no early adoption permitted. We are currently evaluating the impact, if any, the adoption of this guidance will have on our financial position, results of operations and cash flows.

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.

Obligations_Under_Capital_Leas

Obligations Under Capital Leases	3 Months Ended
Obligations Under Capital Leases	Mar. 31, 2014
Obligations Under Capital Leases	'
Obligations Under Capital Leases	'
	4) Obligations Under Capital Leases

	During the first quarter of 2013, the Company entered into two capital leases for computer equipment which mature in February 2016. The leases have a total obligation of $1.3 million and bear interest rates of 5.449% and 3.804%, with monthly payments of $28 thousand and $14 thousand, respectively. The Company did not enter into new capital leases during the first quarter of 2014.

Fair_Value_of_Financial_Instru

Fair Value of Financial Instruments	3 Months Ended
Fair Value of Financial Instruments	Mar. 31, 2014
Fair Value of Financial Instruments	'
Fair Value of Financial Instruments	'
	5) Fair Value of Financial Instruments

	The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between market participants. As of March 31, 2014 and December 31, 2013, the carrying amounts of cash and cash equivalents, accounts receivables, accounts payable and accrued expenses and other liabilities approximated fair value due to the short-term nature of these instruments. ASC 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy for input into valuation techniques as follows:

	i. Level 1 input - unadjusted quoted prices in active markets for identical instrument;

	ii. Level 2 input - observable market data for the same or similar instrument but not Level 1, including quoted prices for identical or similar assets or liabilities in markets that are active or not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

	iii. Level 3 input - unobservable inputs developed using management’s assumptions about the inputs used for pricing the asset or liability.

	Level 2 inputs were utilized to determine the fair value of the Company’s investments in U.S. treasury bills, U.S treasury money market funds, and term deposits. Due to the short-term nature of these investments, which mature between 90 days and 365 days, amortized cost is used to estimate the fair value.

	At March 31, 2014, cash equivalents include investments in U.S. treasury money markets of $23 million, which are carried at cost, which approximates fair value. The fair value of money market funds was determined by reference to quoted market prices. At March 31, 2014, short-term investments include investments in U.S. treasury bills of $6.5 million, which are carried at cost which approximates fair value.

	At December 31, 2013, cash equivalents include investments in U.S. treasury bills of $4.5 million and U.S. treasury money markets of $23 million, which are carried at cost, which approximates fair value. The fair value of money market funds was determined by reference to quoted market prices. At December 31, 2013, short-term investments include investments in U.S. treasury bills of $12.5 million, which are carried at cost which approximates fair value.

Redeemable_Preferred_Stock

Redeemable Preferred Stock	3 Months Ended
	Mar. 31, 2014
Redeemable Preferred Stock	'
Redeemable Preferred Stock	'
	6) Redeemable Preferred Stock

	On March 11, 2009, the Company issued 30 million shares of Series A Preferred Stock at $0.10 per share in a private offering, for aggregate gross proceeds of $3.0 million. Expenses relating to the preferred stock issuance were $139 thousand.

	The carrying value of the Preferred Stock at March 31, 2014 and December 31, 2013 was as follows:

		March 31,			December 31,
		2014			2013
		(in thousands)

	Gross proceeds	$	3,000		$	3,000
	Less: Issuance costs	(139		)	(139		)
		2,861			2,861
	Isuuance of PIK shares	267			267
	Conversion of PIK shares	(267		)	—
	Cumulative amortization of offering costs	139			133
	Carrying value at March 31	$	3,000		$	3,261

	The Preferred Stock is entitled to a fixed, cumulative, dividend of 11% per annum (adjusted for stock splits, consolidation, etc). The dividend, which is due on the first business day of each calendar year for the prior year, may (at the Company’s option) be paid either in cash or in kind by the issuance of additional Preferred Stock (paid-in-kind Shares), to be issued at the same issue price as the Series A Preferred Stock of $0.10 per share. The 11% annual dividend on the Preferred Stock will have preference over the declaration or payment of any dividends on the Company’s common stock. In addition to the 11% preferred dividend, the holders of the Preferred Stock will also be entitled to participate pro rata in any dividend paid on the Company’s common stock.

	In 2014, the Company anticipates that accumulated unpaid dividends will be paid in cash on the Series A Preferred Stock. Accordingly, preferred stock dividends of $88 thousand for the three months ended March 31, 2014 are included in accrued expenses.

	Spring Street Partners, L.P., a holder of the Series A Preferred Stock, waived its right to the preferred stock dividend payable on January 3, 2013 of $240 thousand. This was recorded as a capital contribution in 2013 when waived. The founder and managing partner of Spring Street Partners, L.P. is also the Chairman of the Board of Directors of the Company and the holder of 6 million shares of common stock of the Company.

	On March 3 and 5 2014, Carroll Capital Holdings and Spring Street Partners, L.P. converted 889,219 and 1,777,904 shares of Series A Preferred Stock, respectively, to common stock.

Stock_option_and_incentive_pla

Stock option and incentive plan	3 Months Ended
Stock option and incentive plan	Mar. 31, 2014
Stock option and incentive plan	'
Stock option and incentive plan	'
	7) Stock option and incentive plan

	On May 3, 2013, the Board of Directors adopted the Diligent Board Member Services, Inc. 2013 Incentive Plan (the “2013 Plan”), which was approved by the Company’s stockholders in June 2013. An aggregate of 8.5 million shares of the Company’s common stock may be issued pursuant to the Plan to employees, directors and consultants of the Company and its affiliates. Of the shares available under the Plan, 4.1 million were utilized in connection with the replacement incentive awards issued in accordance with the CEO Replacement Grant Agreement as discussed below. Upon approval of the 2013 Plan the Company discontinued the use of the Company’s 2007 Stock Option and Incentive Plan and the 2010 Stock Option and Incentive Plan.

	Awards under the 2013 Plan may be made in the form of stock options (which may constitute incentive stock options or nonqualified stock options), share appreciation rights, restricted shares, restricted share units, performance awards, bonus shares and other awards. In addition, certain awards under the 2013 Plan may be denominated or settled in cash, including performance awards.

	In 2013, the Board and the Company’s stockholders approved a remuneration package for non-executive directors for the 2013 and subsequent fiscal years (the “New Remuneration Package”). The New Remuneration Package consists of both a cash component, designed to compensate members for their service on the Board and its Committees, and an equity component. The total value of the New Remuneration Package for standard board service is $130 thousand per annum, $50 thousand of which will be payable in cash.

	The Company’s non-executive directors, other than the chairman of the Board, were to receive an annual stock grant with a total value of $80 thousand, which would generally be paid to such non-executive directors in equal installments at the end of each quarter of the calendar year. In connection with the non-executive directors’ 2013 service, on March 14, 2014, the Company issued 86.5 thousand restricted shares to its directors based on the volume weighted average trading price of the Company’s common stock on its primary trading market for the 20 trading days immediately prior to such date. The grant for 2013 service was pro-rated for any director who served on the Board for less than the full calendar year.

	In December of 2012 the Company’s Board of Directors authorized a Special Committee of independent directors to conduct a review of certain of the Company’s past stock issuances and stock option grants to determine whether they were in accordance with the relevant incentive plans. The Special Committee found that three option awards exceeded the applicable plan caps on the number of shares covered by an award issued to a single recipient in a particular year. Specifically, a 2009 award to the chief executive officer exceeded the cap in the 2007 Plan by 1.6 million shares, a 2011 award to the chief executive officer exceeded the cap in the 2010 Plan by 2.5 million shares, and a 2011 award to another employee exceeded the cap in the 2010 Plan by 250 thousand shares.

	In May 2013, the Company and the Company’s CEO entered into a Replacement Grant Agreement providing for the cancellation of certain stock options and the issuance of a replacement award, which was to become effective upon the occurrence of certain future events.

	On June 12, 2013, the Company entered into an agreement with respect to the options for 250 thousand shares issued to the other employee in excess of the applicable plan cap, under which 250 thousand options were cancelled, the vesting schedule for the remaining nonvested options was extended over a four and a half year period and replaced with 150 thousand restricted stock units, with graded vesting over four and a half years. The modification of this award resulted in additional expense of $66 thousand, which will be recognized on a graded basis through December 2017.

	On December 23, 2013, the Company and the CEO entered into an Amendment to Replacement Grant Agreement which finalized the terms of the incentive compensation package to be provided to the Company’s CEO in substitution for certain awards that exceeded the applicable plan caps.

	Under the terms of the Amendment to Replacement Grant Agreement, on December 23, 2013 (the “Grant Date”), the CEO’s fully vested option to purchase 2.4 million shares of the Company’s common stock for an exercise price of U.S. $0.14 per share was cancelled to the extent it was in excess of the applicable plan cap, consisting of 1.6 million of such shares. In exchange for the cancellation of the relevant portion of the award, the CEO received:

	·		An option to purchase 1.6 million shares of common stock having an exercise price of U.S. $2.79, which was the Company’s closing price per share expressed in U.S. dollars on the last trading day on the NZSX immediately prior to the Grant Date (the “Exercise Price”) of December 23, 2013. The option vested on December 31, 2013, and will have a term of ten years from the Grant Date.

	·		A performance cash award of U.S. $4.2 million, determined based on 1.6 million multiplied by the excess of the Exercise Price of U.S. $2.79 over U.S. $0.14. The CEO’s right to receive such cash award is contingent on the Company achieving revenue growth of at least 7% during the twelve month period ended June 30, 2014 and his continued employment through such date. Any cash award, once earned, will be paid in three equal annual installments in 2014, 2015 and 2016, or, if earlier, upon a change in control of the Company or the CEO’s separation from service. Any payment due on any installment date will be proportionally reduced if the sum of the Company’s stock price plus dividends for a measurement period prior to each payment date falls below 75% of the Exercise Price.

	In addition, the CEO held an option to purchase 3 million shares of the Company’s common stock for an exercise price of U.S. $0.82 per share, which remained subject to vesting. Under the terms of the Amendment to Replacement Grant Agreement, the Company cancelled the portion of such option in excess of the applicable plan cap, consisting of 2.5 million of such shares. In exchange for the cancellation of the relevant portion of the award, the CEO received:

	·		Performance share units for 2.25 million shares of common stock contingent on the Company achieving revenue growth of at least 7% during the twelve month period ended June 30, 2014. For purposes of clarification, performance share units in this context are units of common stock issued to the CEO upon satisfaction of the performance criteria outlined herein. Once earned, the award will vest in four equal installments based on continued employment, commencing June 30, 2015, with full vesting occurring on June 30, 2018. The delivery dates for the vested performance shares will be 50% in 2018 and 50% in 2019 or, if earlier, upon a change in control of the Company or the CEO’s separation from service.

	·		Performance share units for up to 250 thousand shares of common stock contingent on the Company achieving either at least 15% fully diluted EPS growth (adjusted to exclude stock-based compensation expense and extraordinary items) or 15% total stockholder return (“TSR”) growth in four one-year measurement periods beginning April 1, 2013. TSR growth will be measured based on the Company’s stock price performance during the 20 trading days prior to the relevant measurement date. Performance share units for 62.5 thousand shares of common stock will be earned in each year for which the applicable target is met, with the additional opportunity to earn such shares at the end of the four year performance period if the cumulative fully diluted EPS growth or TSR growth meet the cumulative performance target. The delivery dates for the vested performance shares will be in 2018 or, if earlier, upon a change in control of the Company or the CEO’s separation from service.

	The vesting of the options, performance cash award and performance stock units described above will be subject to certain acceleration provisions in the event of a change in control of the Company, upon death or disability or if the CEO is terminated without cause or resigns for good reason.

	The liability for the performance cash award of $1.6 million is recorded in accrued expenses and other current liabilities and $1.7 million is recorded in Other non-current liabilities on the Consolidated Balance Sheet as of March 31, 2014. At December 31, 2013 the liability for the performance cash award of $1.6 million was recorded in accrued expenses and other current liabilities and $0.6 million was recorded in Other non-current liabilities on the Consolidated Balance Sheet. The Company recorded compensation expense of $1.4 million in the first quarter of 2014 and $2.9 million in the second half of 2013 relating to the replacement award. The replacement award is expected to result in compensation cost of $1.7 million for the remainder of 2014, $0.7 million in 2015, $0.4 million in 2016, $0.2 million in 2017 and $0.1 million in 2018.

	A summary of stock option activity for the quarter ended March 31, 2014 is as follows:

			Options		Weighted		Weighted average
					average		remaining
					exercise price		contractual term
			(in thousands)
	Outstanding at January 1, 2014		5,758		$	1.97	7.97 years
	Granted		—		—		—
	Exercised		—		—		—
	Cancelled		—		—		—
	Forfeited		—		—		—
	Outstanding at March 31, 2014		5,758		1.97		7.72 years
	Exercisable at March 31, 2014		3,681		1.37		7.46 years


	Performance Stock Units— As noted above, in 2013, the Company issued Performance Stock Units (“PSUs”) to its CEO as part of his substitute compensation package. A summary of activity in PSUs is as follows:

			Performance Stock Units		Weighted Average Grant
			Performance Stock Units		Date Fair Value Per Share
			(in thousands)

	Nonvested January 1, 2014		2,500		$	2.79

	Granted		—		—

	Vested		—		—

	Forfeited		—		—

Nonvested March 31, 2014		2,500		$	2.79

The Company estimates the fair value of the PSU’s as of the grant date utilizing the closing price of its common stock on that date.

Restricted Stock Units — As noted above, in June 2013, the Company agreed to issue 150,000 Restricted Stock Units (“RSUs”) as replacement compensation for the 250,000 stock options issued to an employee of the Company in excess of the 2010 Plan cap. In June 2013, the shareholders of the Company approved the 2013 Plan, under which the Company had agreed to issue 164,000 RSUs to two officers, which vest 25% per year over the next four years, as long as the officers remain in the employ of the Company on each vesting date. The fair market value of the stock on the date of grant of the RSUs was $5.38 per share. A summary of RSU activity is as follows:

		Restricted Stock Units		Weighted Average Grant Date
		(in thousands)		Fair Value Per Share
Nonvested January 1, 2014		314		$	5.38
Granted		—
Vested		—		—
Forfeited		—		—
Nonvested March 31, 2014		314		$	5.38

The Company estimates the fair value of the RSUs as of the grant date utilizing the closing price of our common stock on that date.

For the three months ended March 31, 2014, the Company recognized aggregate share-based compensation expense related to stock option, PSUs and RSUs of $324 thousand, $120 thousand and $295 thousand, respectively, which is included in general and administrative expenses in the statement of operations. Total share-based compensation expense recognized for the three months ended March 31, 2013 was $340 thousand. At March 31, 2014, there was $4.1 million of unrecognized share-based compensation expense which includes $1.4 million for stock options, $2.1 million for PSUs and $554 thousand for RSUs that will be recognized over the next 1.26 years. Such amount does not include any impact of the CEO Substitute Remuneration Package.

Income_taxes

Income taxes	3 Months Ended
Income taxes	Mar. 31, 2014
Income taxes	'
Income taxes	'
	8) Income taxes

	Income tax expense is provided on an interim basis based upon management’s estimate of the annual effective tax rate. The income tax provision for the three months ended March 31, 2014 provides income taxes at an effective rate of 40%. The Company recorded a net income tax provision for the three months ended March 31, 2013, based on an effective tax rates of 38.9%.

	Section 382 of the U.S. Internal Revenue Code generally imposes an annual limitation on the amount of net operating loss carryforwards that can be used to offset taxable income when a corporation has undergone significant changes in stock ownership. Beginning in 2013, the Company’s annual net operating loss carryforward is subject to a limitation of approximately $350 thousand to offset expected taxable income until expiration of the carryforwards. Based on this limitation, the Company expects that approximately $4.9 million of its total net operating loss carryforwards will expire unutilized in 2029. A full valuation allowance had previously been provided on the related deferred tax asset, and therefore the deferred tax asset and valuation allowance relating to the net operating loss carryforwards expected to expire unutilized were written off.

	The Company and its subsidiaries are subject to regular audits by federal, state and foreign tax authorities. These audits may result in additional tax liabilities. The Company’s U.S. federal and state income tax returns for the tax years 2010 and forward are open for examination by the taxing jurisdictions. The Company’s foreign income tax returns are open for examination by the local taxing jurisdictions for the following years: New Zealand — 2009 and forward; U.K. — 2010 and forward; Australia — 2012.

Contingencies

Contingencies	3 Months Ended
Contingencies	Mar. 31, 2014
Contingencies	'
Contingencies	'
	9) Contingencies

	Sales tax risk - States and some local taxing jurisdictions have differing rules and regulations governing sales and use taxes, and these rules and regulations are subject to varying interpretations that may change over time. In particular, the applicability of sales taxes to the Company’s subscription services in various jurisdictions is unclear. The Company’s cumulative provisions as of March 31, 2014, related to uncollected sales tax is $1.5 million. It is possible that the Company could face sales tax audits and that its liability for these taxes could exceed its estimates as state tax authorities could still assert that it is obligated to collect additional amounts as taxes from its customers and remit those taxes to those authorities. The Company could also be subject to audits with respect to states and international jurisdictions for which it has not accrued tax liabilities. A successful assertion that the Company should be collecting additional sales or other taxes on its services in jurisdictions where it has not historically done so and does not accrue for sales taxes could result in substantial tax liabilities for past sales, discourage customers from purchasing its application or otherwise harm the Company’s business and operating results.

Subsequent_events

Subsequent events	3 Months Ended
Subsequent events	Mar. 31, 2014
Subsequent events	'
Subsequent events	'
	10) Subsequent events

	On June 13, 2014, New Zealand time, the Company received notification from the NZX Limited (“NZX”) in respect to alleged breaches of the NZSX Listing Rules for the delayed release of the 2013 annual report, 2013 half year preliminary announcement and the 2013 interim report. The notification informed the Company that the NZX has determined to refer the Company’s alleged breaches to the NZ Markets Disciplinary Tribunal. Any actions by the NZX Limited, and any action taken by the NZX Markets Disciplinary Tribunal, does not foreclose the risk of litigation or other regulatory actions relating to the historical instances of non-compliance identified. Due to the instances of non-compliance, we may be subject to an increased risk of regulatory actions, claims or litigation, the defense of which would require our management to devote significant attention and to incur significant legal expense and which could require us to pay substantial judgments, settlements, fines or other penalties.

Significant_accounting_policie1

Significant accounting policies (Policies)	3 Months Ended
	Mar. 31, 2014
Significant accounting policies	'
Basis of presentation	'
	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 (“U.S. 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 2013 Form 10-K.

	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 months ended March 31, 2014 are not necessarily indicative of the results to be expected for the full year.

	The preparation of financial statements in conformity with U.S. 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.

Principles of consolidation	'
	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	'
	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.

Short-term investments	'
	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	'
	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	'
	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.

	To qualify as a separate unit of accounting, the delivered item in a multiple element arrangement 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.

Deferred Revenue	'
	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.

Accounts receivable	'
	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 March 31, 2014 and December 31, 2013, the Company has recorded a provision for doubtful accounts of $100 thousand.

Research and development	'
	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	'
	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 and performance stock units are estimated using the market price of the Company’s common stock at the date of the 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	'
	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 dividends paid 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, settled or converted into common stock, unless the effect is anti-dilutive. Stock options and employee share awards are included as potential dilutive securities for the applicable periods, except that 380 thousand stock options have been excluded for the three months ended March 31, 2014, respectively because their effect is anti-dilutive.

	The computation of shares used in calculating basic and diluted earnings per common share are as follows:

		March 31,
		2014	2013
		(in thousands)
	Basic weighted average common shares outstanding	84,584	83,713
	Basic weighted average preferred shares outstanding	31,897	32,667
	Basic weighted average shares outstanding	116,481	116,380
	Dilutive effect of stock options	2,627	5,312
	Dilutive effect of restricted stock units	127	—

	Dilutive weighted average shares outstanding	119,235	121,692

Recent accounting pronouncements	'
	Recent accounting pronouncements — In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, to clarify the principles used to recognize revenue for all entities. The new guidance is effective for annual and interim periods beginning after December 15, 2016 with no early adoption permitted. We are currently evaluating the impact, if any, the adoption of this guidance will have on our financial position, results of operations and cash flows.

	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.

Recovered_Sheet1

Significant Accounting Policies (Tables)	3 Months Ended
Significant Accounting Policies (Tables)	Mar. 31, 2014
Significant accounting policies	'
Computation of shares used in calculating basic and diluted earnings per common share	'


		March 31,
		2014	2013
		(in thousands)
	Basic weighted average common shares outstanding	84,584	83,713
	Basic weighted average preferred shares outstanding	31,897	32,667
	Basic weighted average shares outstanding	116,481	116,380
	Dilutive effect of stock options	2,627	5,312
	Dilutive effect of restricted stock units	127	—

	Dilutive weighted average shares outstanding	119,235	121,692

Redeemable_Preferred_Stock_Tab

Redeemable Preferred Stock (Tables)	3 Months Ended
	Mar. 31, 2014
Redeemable Preferred Stock	'
Schedule of carrying value of the Preferred Stock	'


		March 31,			December 31,
		2014			2013
		(in thousands)

	Gross proceeds	$	3,000		$	3,000
	Less: Issuance costs	(139		)	(139		)
		2,861			2,861
	Isuuance of PIK shares	267			267
	Conversion of PIK shares	(267		)	—
	Cumulative amortization of offering costs	139			133
	Carrying value at March 31	$	3,000		$	3,261

Stock_option_and_incentive_pla1

Stock option and incentive plan (Tables)	3 Months Ended
Stock option and incentive plan (Tables)	Mar. 31, 2014
Stock option and incentive plan	'
Summary of stock option activity	'


		Options	Weighted		Weighted average
			average		remaining
			exercise price		contractual term
		(in thousands)
	Outstanding at January 1, 2014	5,758	$	1.97	7.97 years
	Granted	—	—		—
	Exercised	—	—		—
	Cancelled	—	—		—
	Forfeited	—	—		—
	Outstanding at March 31, 2014	5,758	1.97		7.72 years
	Exercisable at March 31, 2014	3,681	1.37		7.46 years

Summary of activity in PSUs	'

		Performance Stock Units	Weighted Average Grant
		Performance Stock Units	Date Fair Value Per Share
		(in thousands)

	Nonvested January 1, 2014	2,500	$	2.79

	Granted	—	—

	Vested	—	—

	Forfeited	—	—

	Nonvested March 31, 2014	2,500	$	2.79
Summary of RSU activity	'

		Restricted Stock Units	Weighted Average Grant Date
		(in thousands)	Fair Value Per Share
	Nonvested January 1, 2014	314	$	5.38
	Granted	—
	Vested	—	—
	Forfeited	—	—
	Nonvested March 31, 2014	314	$	5.38

Investigations_and_restatement1

Investigations and restatement (Details) (USD $)	3 Months Ended
Investigations and restatement (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2012
Investigations and restatement	'	'
Special committee expenses	'	$300,000
Cost for restatement and re-audits	700,000	'
NZX Discipline Fund	'	'
Investigations and restatement	'	'
Loss Contingency Penalty Damages Awarded Value	15,000	'
NZXR	'	'
Investigations and restatement	'	'
Loss Contingency Penalty Damages Awarded Value	$4,000	'

Significant_accounting_policie2

Significant accounting policies (Details) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Significant accounting policies	'	'
Period in length of subscriptions to cloud-based application	'1 year	'
Notice period for return and automatic renewal of subscription arrangements	'30 days	'
Contract period of subscription services	'12 months	'
Provision for doubtful accounts	$100	$100
Stock options excluded from computation of earnings per share (in shares)	380	'
Minimum	'	'
Significant accounting policies	'	'
Short-term investment maturity period	'90 days	'
Customer relationships	'	'
Significant accounting policies	'	'
Estimated useful life	'9 years	'
U.S. treasury bills \| Minimum	'	'
Significant accounting policies	'	'
Short-term investment maturity period	'3 months	'

Significant_accounting_policie3

Significant accounting policies (Details 2)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Significant accounting policies	'	'
Basic weighted average common shares outstanding (in shares)	84,584	83,713
Basic weighted average preferred shares outstanding (in shares)	31,897	32,667
Basic weighted average shares outstanding (in shares)	116,481	116,380
Dilutive effect of stock options (in shares)	2,627	5,312
Dilutive effect of restricted stock units (in shares)	127	'
Diluted weighted average shares outstanding (in shares)	119,235	121,692

Obligations_Under_Capital_Leas1

Obligations Under Capital Leases (Details) (USD $)	3 Months Ended		3 Months Ended
	Mar. 31, 2013	Mar. 31, 2014	Mar. 31, 2014	Mar. 31, 2014
	item	Mar. 31, 2014	Computer equipment	Computer equipment 1
Obligations under capital leases	'	'	'	'
Number of capital leases	2	'	'	'
Total obligation under capital leases	'	$1,300,000	'	'
Interest rate under capital leases (as a percent)	'	'	5.45%	3.80%
Monthly payments of capital leases	'	'	$28,000	$14,000

Fair_Value_of_Financial_Instru1

Fair Value of Financial Instruments (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2014	Mar. 31, 2014	Mar. 31, 2014	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified					Minimum	Maximum	U.S. treasury bills	Level 2	Level 2	Level 2	Level 2
							Minimum	U.S. treasury money market funds	U.S. treasury money market funds	U.S. treasury bills	U.S. treasury bills
Fair value of financial instruments	'	'	'	'	'	'	'	'	'	'	'
Short-term investment maturity period	'	'	'	'	'90 days	'365 days	'3 months	'	'	'	'
Cash and cash equivalents	$54,115	$43,583	$36,472	$33,311	'	'	'	$23,000	$23,000	'	$4,500
Short-term investments	$6,500	$12,497	'	'	'	'	'	'	'	$6,500	$12,500

Redeemable_Preferred_Stock_Det

Redeemable Preferred Stock (Details) (USD $)	3 Months Ended	12 Months Ended	0 Months Ended			3 Months Ended
In Thousands, except Share data, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Mar. 05, 2014	Mar. 03, 2014	Mar. 11, 2009	Mar. 31, 2014	Mar. 31, 2014	Jan. 03, 2013
			Spring Street Partners, L.P.	Carroll Capital Holdings	Series A Preferred Stock	Series A Preferred Stock	Series A Preferred Stock	Series A Preferred Stock
							Spring Street Partners, L.P.	Spring Street Partners, L.P.
Redeemable preferred stock	'	'	'	'	'	'	'	'
Shares issued under employee stock purchase plan (in shares)	'	'	'	'	30,000,000	'	'	'
Share price (in dollars per share)	'	'	'	'	$0.10	'	'	'
Gross proceeds	$3,000	$3,000	'	'	'	'	'	'
Less: Issuance costs	-139	-139	'	'	'	'	'	'
Net proceeds	2,861	2,861	'	'	'	'	'	'
Issuance of PIK shares	267	267	'	'	'	'	'	'
Conversion of PIK shares	-267	'	'	'	'	'	'	'
Cumulative amortization of offering costs	139	133	'	'	'	'	'	'
Carrying value	3,000	3,261	'	'	'	'	'	'
Dividend (as a percent)	'	'	'	'	'	11.00%	'	'
Preferred stock dividend	'	'	'	'	'	88	'	'
Rights waived by holders to the preferred stock dividend payable	'	'	'	'	'	'	'	$240
Common stock, shares outstanding	86,529,775	83,776,155	'	'	'	'	6,000,000	'
Conversion of preferred stock to common stock (in shares)	'	'	1,777,904	889,219	'	'	'	'

Stock_option_and_incentive_pla2

Stock option and incentive plan (Details) (USD $)

0 Months Ended

3 Months Ended

0 Months Ended

3 Months Ended

6 Months Ended

3 Months Ended

0 Months Ended

1 Months Ended

3 Months Ended

0 Months Ended

3 Months Ended

1 Months Ended

0 Months Ended

1 Months Ended

Jun. 12, 2013

Mar. 31, 2013

Mar. 31, 2014

Dec. 31, 2013

Mar. 31, 2014

Dec. 31, 2013

Dec. 23, 2013

Mar. 31, 2014

Dec. 31, 2013

3-May-13

Mar. 31, 2014

3-May-13

Mar. 31, 2014

Jun. 12, 2013

Jun. 30, 2013

Mar. 31, 2014

Jun. 12, 2013

Mar. 31, 2014

Jun. 30, 2013

Mar. 14, 2014

Jun. 30, 2013

Accrued expenses and other current liabilities

Other non-current liabilities

Replacement grant agreement

Replacement incentive awards

2013 Plan

New remuneration package

RSU

Stock options

PSU

Officer

Director

2010 Plan

item

Remainder of 2014

2015

2016

2017

2018

RSU

Stock option and incentive plans

Number of shares issued in excess of cap

250,000

Number of shares authorized for issuance under the plan

8,500,000

Number of shares available for grant under the plan

4,100,000

Total value of compensation payable

$130,000

Value of compensation payable in cash

50,000

Total value of annual stock grant received

80,000

Number of shares issued (in shares)

150,000

164,000

Number of restricted shares issued in satisfaction of grant (in shares)

86,500

Number of trading days required to calculate weighted average price

'20 days

Cancelled (in shares)

250,000

Vesting period

'10 years

'4 years 6 months

'4 years

Additional share-based expense recognized

66,000

340,000

1,400,000

2,900,000

295,000

324,000

120,000

Number of options vested subject to cancellation (in shares)

2,400,000

Weighted average exercise price of options vested subject to cancellation (in dollars per share)

$0.14

Maximum number of vested shares applicable under the plan (in shares)

1,600,000

Number of options to be granted in lieu of cancellation (in shares)

1,600,000

Exercise price of options to be granted in lieu of cancellation (in dollars per share)

$2.79

Fair value of awards (in dollars)

4,200,000

Minimum revenue growth rate (as a percent)

7.00%

Number of equal annual installments payable on cash awards earned

Minimum percentage of exercise price used to determine measurement period prior to each payment due

75.00%

Number of options expected to vest subject to cancellation (in shares)

3,000,000

Weighted average exercise price of options expected to vest subject to cancellation (in dollars per share)

$0.82

Maximum number of expected to vest shares applicable under the plan (in shares)

2,500,000

Number of options to be granted in lieu of cancellation on achieving revenue growth (in shares)

2,250,000

Number of equal annual installments based on continued employment

Percentage of delivery dates for vested performance shares in 2018

50.00%

Percentage of delivery dates for vested performance shares in 2019

50.00%

Number of options to be granted in lieu of cancellation on achieving EPS growth or stockholder return (in shares)

250,000

Minimum percentage of fully diluted EPS growth

15.00%

Minimum percentage of total stockholder return growth

15.00%

Number of annual measurement period used to determine total stockholder return growth

Annual measurement period used to determine total stockholder return growth

'1 year

Period of trailing days used to determine TSR growth which is measured based on the entity's stock price performance

'20 days

Performance shares to be earned

62,500

Liability for the performance cash award

1,600,000

1,700,000

600,000

Unrecognized share-based compensation expense (in dollars)

$4,100,000

$1,700,000

$700,000

$400,000

$200,000

$100,000

Stock_option_and_incentive_pla3

Stock option and incentive plan (Details 2) (USD $)	3 Months Ended	12 Months Ended
In Thousands, except Per Share data, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Options	'	'
Balance at the beginning of the period (in shares)	5,758	'
Balance at the end of the period (in shares)	5,758	5,758
Exercisable at the end of the period (in shares)	3,681	'
Weighted average exercise price	'	'
Balance at the beginning of the period (in dollars per share)	$1.97	'
Balance at the end of the period (in dollars per share)	$1.97	$1.97
Exercisable at the end of the period (in dollars per share)	$1.37	'
Weighted average remaining contractual term	'	'
Balance at the beginning of the period	'7 years 8 months 19 days	'7 years 11 months 19 days
Balance at the end of the period	'7 years 8 months 19 days	'7 years 11 months 19 days
Exercisable	'7 years 5 months 16 days	'

Stock_option_and_incentive_pla4

Stock option and incentive plan (Details 3) (USD $)	0 Months Ended	3 Months Ended		1 Months Ended	3 Months Ended	0 Months Ended	1 Months Ended	3 Months Ended	1 Months Ended	0 Months Ended	3 Months Ended
	Jun. 12, 2013	Mar. 31, 2014	Mar. 31, 2013	Jun. 30, 2013	Mar. 31, 2014	Jun. 12, 2013	Jun. 30, 2013	Mar. 31, 2014	Jun. 30, 2013	Jun. 12, 2013	Mar. 31, 2014
				2010 Plan	PSU	RSU	RSU	RSU	RSU	Stock options	Stock options
									Officer
									item
Performance Stock Units and Restricted Stock Units	'	'	'	'	'	'	'	'	'	'	'
Nonvested at the beginning of the period (in shares)	'	'	'	'	2,500,000	'	'	314,000	'	'	'
Nonvested at the end of the period (in shares)	'	'	'	'	2,500,000	'	'	314,000	'	'	'
Weighted Average Grant Date Fair Value Per Share	'	'	'	'	'	'	'	'	'	'	'
Nonvested at the beginning of the period (in dollars per share)	'	'	'	'	$2.79	'	'	$5.38	'	'	'
Nonvested at the end of the period (in dollars per share)	'	'	'	'	$2.79	'	$5.38	$5.38	'	'	'
Number of shares issued (in shares)	'	'	'	'	'	150,000	150,000	'	164,000	'	'
Number of shares issued in excess of cap	'	'	'	250,000	'	'	'	'	'	250,000	'
Number of officer covered	'	'	'	'	'	'	'	'	2	'	'
Vesting right percentage	'	'	'	'	'	'	'	'	25.00%	'	'
Vesting period	'	'	'	'	'	'4 years 6 months	'	'	'4 years	'4 years 6 months	'
Aggregate share-based compensation expense	$66,000	'	$340,000	'	$120,000	'	'	$295,000	'	'	$324,000
Unrecognized share-based compensation expense (in dollars)	'	4,100,000	'	'	'	'	'	'	'	'	'
Unrecognized share-based compensation expense related to stock options	'	1,400,000	'	'	'	'	'	'	'	'	'
Unrecognized share-based compensation expense related to PSUs and RSUs	'	'	'	'	$2,100,000	'	'	$554,000	'	'	'
Weighted average period over which unrecognized compensation is expected to be recognized	'	'1 year 3 months 4 days	'	'	'	'	'	'	'	'	'

Income_taxes_Details

Income taxes (Details) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Income taxes	'	'
Effective rate (as a percent)	40.00%	38.90%
Net operating loss carryforwards expected to expire unutilized in 2029	$4,900	'
Operating loss carryforward utilized	'	'
Income taxes	'	'
Net operating loss carryforwards	$350	'

Contingencies_Details

Contingencies (Details) (USD $)	3 Months Ended
In Millions, unless otherwise specified	Mar. 31, 2014
Contingencies	'
Provision related to uncollected sales tax	$1.50