Diligent Board Member Services, Inc. Announces Third Quarter 2014 Financial Results

NOVEMBER 7,2014 — Diligent Board Member Services, Inc. (“Diligent” or the “Company”) (NZX:DIL) (www.boardbooks.com), provider of the world’s most widely used secure board portal, today announced financial results for the third quarter ended September 30, 2014.

Alessandro Sodi, President and Chief Executive Officer of Diligent, said, “Our solid financial and operating results in the third quarter reflect continued strong demand for our Boardbooks product and superior execution by the entire Diligent team. Looking forward, we are well positioned to continue to grow our market share worldwide due to our industry-leading product offering and strategies to invest in our global sales infrastructure and product development. We will continue to build on our accomplishments with a focus on creating long-term value.”

THIRD QUARTER 2014 FINANCIAL HIGHLIGHTS

Revenue: For the quarter ended September 30, 2014, total revenue was $US 21.4 million, an increase of 24% compared with $US 17.2 million in the prior year.

Gross Profit: Gross profit for the third quarter was $US 17.3 million, an increase of 24% compared with $US 14.0 million in the prior year. Gross margin was 80.7% compared with 81.2% in the third quarter of 2013.

Adjusted EBITDA: For the quarter ended September 30, 2014, Adjusted EBITDA was $US 6.8 million, an increase of 6% compared with $US 6.4 million in the prior year. Adjusted EBITDA margin was 31.9% compared with 37.2% in the prior year.

Net Income: For the quarter ended September 30, 2014, net income was $US 2.7 million, an increase of 25% compared with $US 2.2 million in the prior year. Diluted earnings per share were $US 0.02, compared with $US 0.02 in the prior year. Adjusted Net Income for the third quarter was $US 3.4 million, a decrease of 8% compared with $US 3.7 million in the prior year. Adjusted Net Income per diluted share was $US 0.03, compared with $US 0.03 in the prior year.

Balance Sheet and Cash Flow: As of September 30, 2014, Diligent had $US 66.8 million in cash and cash equivalents and no bank debt, an increase of $US 5.2 million as compared to the cash and cash equivalents on June 30, 2014.

THIRD QUARTER BUSINESS HIGHLIGHTS BOARDBOOKS USERS:

During the third quarter of 2014, the number of Diligent Boardbooks® users increased by approximately 5,100, to over 87,700 users.

Revenue Retention Rate: In the third quarter, Diligent’s annual revenue retention rate (excluding upsells into the existing customer base) continued to exceed 95%, which the Company believes places it among the best-in-class for SaaS companies.

Industry Awards: In September, Diligent was named a category finalist in The Independent’s UK 2014 Peer Awards for Excellence, achieving a top three placing in the customer service category of the Customer Engagement Peer Awards. In August, Diligent was ranked fifth in the ‘New Zealand EY Ten Companies to Watch’ list, which is made up of the highest dollar value growth companies in the TIN 100 (Technology Investment Network).

A reconciliation of GAAP to non-GAAP financial measures has been provided in the financial statement tables included in this press release. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures.”

REVENUE OUTLOOK

As of November 6, 2014, Diligent is initiating revenue guidance for the fourth quarter 2014 and increasing guidance for the full year 2014, as follows:

Fourth Quarter 2014: The Company expects revenue to be between $US 21.6 million and $US 22.1 million,or an increase of 19% to 21% year over year.

Full Year 2014: The Company is increasing its annual revenue guidance to between $US 82.5 million and $US 83 million, or an increase of 27% to 28% over full year 2013,compared with the prior outlook for revenue of between $US 81.5 million and $US 82.5 million.

QUARTERLY CONFERENCE CALL

Diligent will host a conference call today at 9:30a.m. NZDT (3:30p.m. USET) to review the Company’s financial results for the third quarter ended September 30, 2014. To access this call, participants should dial 0800452092 (New Zealand), 1-855-327-6837 (U.S.) or +1-778-327-3988 (international). A live webcast of the conference call will be accessible from the investor relations section of Diligent’s website at http://boardbooks.com/investor-relations/events-presentations/. A replay of this conference call can also be accessed through November 14, 2014 at 9:00a.m. USET, by dialing 0800452092 (New Zealand), 1-800-319-6413 (U.S.). The replay passcode is 78523.

ABOUT DILIGENT

Over 87,700 individual directors, executives and board teams worldwide rely on Diligent Board Member Services, Inc. (NZX:DIL) to speed and simplify how board materials are produced, delivered, reviewed and voted on. Providing the world’s most widely used secure board portal via iPad, Windows devices and browsers – Diligent has pioneered ease of use, stringent security, and superior training and support since 2001. Diligent Boardbooks provides directors and management with immediate access to their most time-sensitive and confidential information along with the tools to review, discuss and collaborate on it. It also helps administrative staff accelerate production and delivery, and corporate executives streamline board communications and decisions.

Diligent uses the Software-as-a-Service (SaaS) model to distribute its Diligent Boardbooks application to the market and maintain the security and integrity of its clients’ data. Under this model, Diligent offers annual renewable subscriptions for customer access to its Diligent Boardbooks product, which is hosted on Diligent’s secure servers, and offers a complete suite of related services including training, support, data migration and data security/backup.

NON-GAAP FINANCIAL MEASURES

This earnings release presents Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per share information, which are provided to investors to supplement the results of operations reported in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We define these terms as follows:

Adjusted EBITDA: operating income before depreciation and amortization expense, stock based compensation expense, costs associated with the investigation and restatement of our historical financial statements, and other costs, such as the CEO’s replacement awards and restatement bonuses.

Adjusted Net Income: net income before costs relating to non cash stock based compensation, costs associated with the investigation and restatement of our historical financial statements, and other costs, such as the CEO’s replacement awards and restatement bonuses, net of tax.

These supplemental measures of the Company’s performance are not required by, or presented in accordance with GAAP. The Company’s management uses these non-GAAP financial measures internally in analyzing its financial results and believes they are useful to investors, as a supplement to the corresponding GAAP measures, in evaluating the Company’s ongoing operational performance and trends and in comparing its financial measures with other companies in the same industry, many of which present similar non-GAAP financial measures to help investors understand the operational performance of their businesses. However, it is important to note that the particular items the Company excludes from, or includes in, its non-GAAP financial measures may differ from the items excluded from, or included in, similar non-GAAP financial measures used by other companies in the same industry. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. For a quantitative reconciliation of Adjusted EBITDA and Adjusted Net Income to the most directly comparable GAAP financial performance measure see Schedule 4: Reconciliation of GAAP to NonGAAP Operating Results in this earnings release.

SAFE HARBOR STATEMENT

Statements made in this press release that state Diligent’s or management’s intentions, beliefs, expectations, or predictions for the future are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, including without limitation Diligent’s revenue outlook for the second quarter and full year 2014. Readers are cautioned that these statements are only predictions and may differ materially from actual future events or results. All forward-looking statements are only as of the date of this press release and Diligent undertakes no obligation to update or revise them. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause Diligent’s actual results to differ materially from those projected in such forward-looking statements. For example, if we do not successfully develop or introduce new product offerings, or enhancements to our existing Diligent Boardbooks offerings, or keep pace with technological changes that impact the use of our product offerings, or suffer security breaches or service interruptions, we may lose existing customers or fail to attract new customers and our financial performance and revenue growth may suffer. Factors which could cause our actual results to differ materially from those projected in forward-looking statements include, without limitation, economic, competitive, regulatory and technological factors affecting Diligent Board Member Services, Inc.’s operations, markets, products, services and other factors set forth in the Company’s Risk Factors included in its Annual Report on Form 10-K/A filed with the SEC on May 20, 2014.