Rainmaker Systems (VCTL) 10-Q 19 Nov 13 2013 Q3 Quarterly report Financial data

DOCUMENT_AND_ENTITY_INFORMATIO

DOCUMENT AND ENTITY INFORMATION Document	9 Months Ended
	Sep. 30, 2013	Nov. 14, 2013
Entity Information [Line Items]	'	'
Entity Registrant Name	'RAINMAKER SYSTEMS INC	'
Entity Central Index Key	'0001094007	'
Current Fiscal Year End Date	'--12-31	'
Entity Filer Category	'Smaller Reporting Company	'
Document Type	'10-Q	'
Document Period End Date	30-Sep-13	'
Document Fiscal Year Focus	'2013	'
Document Fiscal Period Focus	'Q3	'
Amendment Flag	'false	'
Entity Common Stock, Shares Outstanding	'	42,056,487

CONSOLIDATED_BALANCE_SHEETS

CONSOLIDATED BALANCE SHEETS (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Thousands, unless otherwise specified
Current assets:	'	'
Cash and cash equivalents	$4,166	$4,494
Restricted cash	17	52
Accounts receivable, net	4,159	3,720
Prepaid expenses and other current assets	829	1,292
Total current assets	9,171	9,558
Property and equipment, net	2,829	2,455
Goodwill	5,334	5,337
Other non-current assets	804	416
Total assets	18,138	17,766
Current liabilities:	'	'
Accounts payable	10,620	7,159
Accrued compensation and benefits	1,026	425
Other accrued liabilities	3,384	3,142
Deferred revenue	1,677	2,311
Notes payable	2,430	2,727
Total current liabilities	19,137	15,764
Deferred tax liability	607	567
Deferred revenue, less current portion	1,328	44
Common stock warrant liability	200	348
Notes payable, less current portion	900	1,800
Total liabilities	22,172	18,523
Commitments and contingencies (Note 6)	'	'
Stockholders’ deficit:	'	'
Preferred stock, $0.001 par value; 5,000 shares authorized, none issued and outstanding	0	0
Common stock, $0.001 par value; 50,000 shares authorized, 44,545 shares issued and 42,288 shares outstanding at September 30, 2013 and 30,454 shares issued and 28,428 shares outstanding at December 31, 2012	41	27
Additional paid-in capital	137,277	130,402
Accumulated deficit	-138,144	-128,198
Accumulated other comprehensive loss	-349	-261
Treasury stock, at cost; 2,257 shares at September 30, 2013 and 2,026 shares at December 31, 2012	-2,859	-2,727
Total stockholders’ deficit	-4,034	-757
Total liabilities and stockholders’ deficit	$18,138	$17,766

CONSOLIDATED_BALANCE_SHEETS_CO

CONSOLIDATED BALANCE SHEETS CONSOLIDATED BALANCE SHEET (PARENTHETICALS) (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Thousands, except Per Share data, unless otherwise specified
Statement of Financial Position [Abstract]	'	'
Preferred stock, par value (USD per share)	$0.00	$0.00
Preferred stock, authorized (in shares)	5,000	5,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Common stock, par value (USD per share)	$0.00	$0.00
Common stock, authorized (in shares)	50,000	50,000
Common stock, issued (in shares)	44,545	30,454
Common stock, oustanding (in shares)	42,288	28,428
Treasury stock (in shares)	2,257	2,026

CONSOLIDATED_STATEMENTS_OF_COM

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $)	3 Months Ended		9 Months Ended
In Thousands, except Per Share data, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Net revenue	$4,160	$6,900	$13,546	$20,196
Cost of services	2,906	3,808	9,010	11,315
Gross profit	1,254	3,092	4,536	8,881
Operating expenses:	'	'	'	'
Sales and marketing	905	524	2,422	1,569
Technology and development	1,333	1,199	3,927	4,318
General and administrative	2,102	1,486	6,853	4,238
Depreciation and amortization	396	420	1,241	1,226
Total operating expenses	4,736	3,629	14,443	11,351
Operating loss	-3,482	-537	-9,907	-2,470
Loss (gain) due to change in fair value of warrant liability	66	337	-148	315
Interest and other expense, net	59	63	205	134
Loss before income tax (benefit) expense	-3,607	-937	-9,964	-2,919
Income tax (benefit) expense	-20	7	35	125
Net loss from continuing operations	-3,587	-944	-9,999	-3,044
Net income (loss) from discontinued operations, net of tax	-34	-706	53	-2,692
Net loss	-3,621	-1,650	-9,946	-5,736
Foreign currency translation adjustments	85	31	-87	-78
Comprehensive loss	($3,536)	($1,619)	($10,033)	($5,814)
Basic and diluted net income (loss) per share:	'	'	'	'
Net loss from continuing operations (USD per share)	($0.09)	($0.03)	($0.28)	($0.11)
Net income (loss) from discontinued operations (USD per share)	$0	($0.03)	$0	($0.10)
Net loss (USD per share)	($0.09)	($0.06)	($0.28)	($0.21)
Weighted average common shares - Basic and diluted (in shares)	40,684	27,066	35,566	27,013

CONSOLIDATED_STATEMENTS_OF_CAS

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012
Operating activities:	'	'
Net loss	($9,946)	($5,736)
Adjustment for (income) loss from discontinued operations, net of tax	-53	2,692
Adjustment to reconcile net loss to net cash used in operating activities:	'	'
Depreciation and amortization of property and equipment	1,241	1,141
Amortization of intangible assets	0	85
Loss (gain) due to change in fair value of warrant liability	-148	315
Stock-based compensation expense	1,352	607
Provision (credit) for allowance for doubtful accounts	-4	-35
Provision for allowance of credit card receivables	420	0
Provision for allowances for other assets	280	0
Changes in operating assets and liabilities:	'	'
Accounts receivable	-844	227
Prepaid expenses and other assets	-207	-762
Accounts payable	3,475	1,705
Accrued compensation and benefits	576	-19
Other accrued liabilities	230	-330
Deferred tax liability	40	51
Deferred revenue	650	-501
Net cash used in continuing operations	-2,938	-560
Net cash provided by (used in) discontinued operations	53	-1,021
Net cash used in operating activities	-2,885	-1,581
Investing activities:	'	'
Purchases of property and equipment	-1,614	-907
Change in restricted cash, net	35	-10
Net cash used in continuing operations	-1,579	-917
Net cash used in discontinued operations	0	-837
Net cash used in investing activities	-1,579	-1,754
Financing activities:	'	'
Proceeds from issuance of common stock	5,534	0
Proceeds from borrowings	200	4,555
Repayment of borrowings	-1,397	-3,933
Repayment of acquisition earnout	0	-113
Net proceeds on overdraft facility	0	-381
Tax payments in connection with treasury stock surrendered	-132	-233
Net cash provided by (used in) continuing operations	4,205	-105
Net cash provided by (used in) discontinued operations	0	-708
Net cash provided by (used in) financing activities	4,205	-813
Effect of exchange rate changes on cash	-69	83
Net decrease in cash and cash equivalents	-328	-4,065
Cash and cash equivalents at beginning of period	4,494	8,490
Cash and cash equivalents at end of period	4,166	4,425
Supplemental disclosures of cash flow information:	'	'
Cash paid for interest	161	106
Cash paid for income taxes	49	42
Supplemental disclosures of non-cash investing and financing activities:	'	'
Retirement of fully depreciated property and equipment	590	0
Common stock issued in acquisitions	$0	$112

SUMMARY_OF_SIGNIFICANT_ACCOUNT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'
	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	Business
	The accompanying consolidated financial statements include the accounts of Rainmaker Systems, Inc. and its wholly-owned subsidiaries (“Rainmaker,” “we,” “our” or “the Company”). Rainmaker is an e-Commerce software company that helps multi-national companies address the B2B market by maximizing sales revenue for their products and services.  Rainmaker provides these solutions on a global basis supporting multiple payment methods, currencies and language capabilities. The Rainmaker e-Commerce platform can be enhanced with Rainmaker global telesales agents to maximize revenue and customer satisfaction through the entire customer life cycle. We are headquartered in the Silicon Valley in Campbell, California, and have additional operations near London, England. During 2013, we closed our operations in Austin, Texas which were consolidated into our operations at our headquarters in Silicon Valley and into our operations center near London, England. Our global clients consist primarily of large enterprises operating in the computer hardware, software and information services industries.
	Principles of Consolidation
	The accompanying consolidated financial statements include the accounts of Rainmaker Systems, Inc. and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation.
	Basis of Presentation
	The consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The interim financial statements are unaudited but reflect all normal recurring adjustments, which are, in the opinion of management, necessary for the fair presentation of the results of these periods.
	The results of our operations for the three and nine months ended September 30, 2013 are not necessarily indicative of results to be expected for the year ending December 31, 2013, or any other period. These consolidated financial statements should be read in conjunction with our financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the SEC on April 1, 2013. Balance sheet information as of December 31, 2012 has been derived from the audited financial statements for the year then ended.
	In the year ended December 31, 2012, the Company completed the sale of Rainmaker Systems, Ltd. and its wholly-owned subsidiary, Rainmaker Asia, Inc. (together “Manila” or “RSL”). RSL met the requirements for presentation as discontinued operations. RSL's operating activities are segregated from the Company's continuing operations within the consolidated statement of comprehensive loss, and are classified solely under the caption income (loss) from discontinued operations, net of tax.
	Going Concern
	As reflected in the accompanying consolidated financial statements, we had a net loss from continuing operations of $3.6 million and $10.0 million for the three and nine months ended September 30, 2013, respectively. During the nine months ended September 30, 2013, we used $2.9 million in cash in operating activities.
	At September 30, 2013, the Company had a net working capital deficit of $10.0 million. Our principal source of liquidity as of September 30, 2013 consisted of $4.2 million of cash and cash equivalents and $4.2 million of net accounts receivable. Our debt balance as of September 30, 2013 was $3.3 million, of which $1.2 million is due on December 14, 2013 and $1.2 million is payable within the next twelve months. In addition, our borrowings of $500,000 under our loan agreement with Agility Capital II, LLC, that we entered into in October 2013, may mature on December 14, 2013. See Note 5 for further discussion of our debt agreements. Our accounts payable balance increased from $7.2 million as of December 31, 2012 to $10.6 million as of September 30, 2013. $8.7 million of the September 30, 2013 accounts payable balance is related to a merchant account of a customer.
	On April 5, 2013, we completed the sale of approximately 13 million shares of our common stock in a registered direct offering. The gross cash proceeds from the sale of common stock was approximately $5.8 million. The Company is currently pursuing a plan to achieve profitable operations through a combination of increased sales, decreased expenses, obtaining third party capital and restructuring its debt. There can be no assurance that we will be successful in increasing sales, reducing expenses, obtaining third party capital or restructuring our debt. We are also evaluating our options to sell non-strategic assets as we focus on the Company's core business. In the event that the Company fails to achieve profitable operations, fails to reduce expenses, fails to restructure its debt and/or is unable to raise additional capital, we will not have adequate cash or financial resources to operate for the next twelve months, which raises substantial doubt about our ability to continue as a going concern and pay our liabilities as they become due.
	The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The ability of the Company to continue as a going concern is dependent on our ability to develop profitable operations through implementation of our current business initiatives.  The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
	Use of Estimates
	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, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Our estimates are based on historical experience, input from sources outside of the Company, and other relevant facts and circumstances. Actual results could differ materially from those estimates. Accounting policies that include particularly significant estimates are revenue recognition and presentation policies, valuation of accounts receivable, measurement of our deferred tax asset and the corresponding valuation allowance, commitments and contingencies, fair value estimates for the expense of employee stock options and warrants and the assessment of recoverability and impairment of goodwill and long-lived assets.
	Cash and Cash Equivalents
	We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents generally consist of money market funds. The fair market value of cash equivalents represents their quoted market prices at the balance sheet dates and approximates their carrying value.
	The following is a summary of our cash and cash equivalents at September 30, 2013 and December 31, 2012 (in thousands):
		September 30,		December 31,
		2013		2012
	Cash and cash equivalents:
	Cash	$	2,525	$	2,854
	Money market funds	1,641		1,640
	Total cash and cash equivalents	$	4,166	$	4,494
	Allowance for Doubtful Accounts
	We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers or clients’ customers to make required payments of amounts due to us. The allowance is comprised of specifically identified account balances for which collection is currently deemed doubtful. In addition to specifically identified accounts, estimates of amounts that may not be collectible from those accounts whose collection is not yet deemed doubtful but which may become doubtful in the future are made based on historical bad debt write-off experience. If the financial condition of our clients or our clients' customers was to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. At September 30, 2013 and December 31, 2012, our allowance for potentially uncollectible accounts was $11,000 and $15,000, respectively.
	Property and Equipment
	Property and equipment are stated at cost. Depreciation of property and equipment is recorded using the straight-line method over the assets’ estimated useful lives. Computer equipment and capitalized software are depreciated over two to five years and furniture and fixtures are depreciated over five years. Amortization of leasehold improvements is recorded using the straight-line method over the shorter of the lease term or the estimated useful lives of the assets. Amortization of fixed assets under capital leases is included in depreciation expense.
	Costs of internal-use software are accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-40, Internal Use Software, and FASB ASC 350-50, Website Development Costs. This guidance requires that we expense computer software and website development costs as they are incurred during the preliminary project stage. Once the capitalization criteria of ASC 350-40 and ASC 350-50 have been met, external direct costs of materials and services consumed in developing or obtaining internal-use software, including website development costs, payroll and payroll-related costs for employees who are directly associated with and who devote time to the development of internal-use computer software and associated interest costs are capitalized. We capitalized approximately $624,000 and $1,294,000 of such costs during the three and nine months ended September 30, 2013, respectively. We capitalized approximately $320,000 and $846,000 for the three and nine months ended September 30, 2012, respectively. Capitalized costs are amortized using the straight-line method over the shorter of the term of the related client agreement, if such development relates to a specific outsource client, or the software’s estimated useful life, ranging from two to five years. Capitalized internal-use software and website development costs are included in property and equipment on the accompanying balance sheets.
	Goodwill and Other Intangible Assets
	We completed several acquisitions during the period of February 2005 through January 2010. Goodwill represents the excess of the acquisition purchase price over the estimated fair value of net tangible and intangible assets acquired. Goodwill is not amortized, but instead is tested for impairment at least annually or more frequently if events and circumstances indicate that the asset might be impaired.
	In our analysis of goodwill and other intangible assets, we apply the guidance of FASB ASC 350-20-35, Goodwill - Subsequent Measurement, in determining whether any impairment conditions exist. In our analysis of other finite lived amortizable intangible assets, we apply the guidance of FASB ASC 360-10-35, Property, Plant and Equipment – Subsequent Measurement, in determining whether any impairment conditions exist. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. Intangible assets are attributable to the various technologies and customer relationships of the businesses we have acquired. At September 30, 2013 and December 31, 2012, we had accumulated impairment losses of $11.5 million.
	We report segment results in accordance with FASB ASC 280, Segment Reporting. The method for determining what information is reported is based on the way that management organizes the operating segments for making operational decisions and assessments of financial performance. Our chief operating decision maker reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. The chief operating decision maker does not use product line financial performance as a basis for business operating decisions. In accordance with FASB ASC 350-20-35, we are required to test goodwill for impairment at the reporting unit level, which is an operating segment or one level below an operating segment. For 2012, after the sale of Rainmaker Asia and the consolidation of operations, we concluded that we have one operating and reportable segment and one reporting unit.
	As of December 31, 2012, we performed our annual goodwill impairment evaluation required under FASB ASC 350-20-35, and concluded that goodwill was not impaired as the estimated fair value exceeded the carrying value. At September 30, 2013, due to continued losses and a stockholders' deficit, we performed a goodwill impairment evaluation and no impairment was noted. At both September 30, 2013 and December 31, 2012, we had approximately $5.3 million in goodwill recorded on our consolidated balance sheets.
	Long-Lived Assets
	Long-lived assets, including our purchased intangible assets, are amortized over their previously defined estimated useful lives. In accordance with FASB ASC 360-10-35, long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are separately presented on the balance sheet and reported at the lower of the assets' carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a business unit intended to be sold that meets certain criteria for being held for sale are presented separately in the appropriate asset and liability sections of the balance sheet. We have evaluated our long-lived assets and noted no indications of impairment.
	Revenue Recognition and Presentation
	Substantially all of our revenue is generated from (i) the online sale of our clients' products to their small and medium-sized business ("SMB") customers, (ii) the sale of service contracts and maintenance renewals, (iii) lead development and other telesales services, and (iv) software subscriptions for hosted internet sales of web-based training. Revenue is recorded using the proportional performance model, where revenue is recognized as performance occurs over the term of the contract and any initial set up fees that lack stand-alone value are recognized over the estimated customer life. We recognize revenue from the online sale of our clients' products and the sale of our clients’ service contracts and maintenance renewals on the “net basis”, which represents the amount billed to the end customer less the amount paid to our client. Revenue from the sale is recognized when a purchase order from a client’s customer is received, the service, service contract or maintenance agreement is delivered, the fee is fixed or determinable, the collection of the receivable is reasonably assured, and no significant post-delivery obligations remain unfulfilled. Revenue from lead development and other telesales services that we perform is recognized as the services are provided and is generally earned ratably over the service contract period. We earn revenue from our software application subscriptions of hosted online sales of web-based training ratably over each contract period. Since these software subscriptions are usually paid in advance, we have recorded a deferred revenue liability on our balance sheet that includes the prepaid portions of subscriptions that will be earned over the next one to five years.
	Our agreements typically do not contain multiple deliverables, however, if an agreement contains multiple elements, we allocate revenue to each element in an arrangement based on a selling price hierarchy. The selling price for a deliverable is based on its vendor-specific objective evidence ("VSOE"), if available, third-party evidence ("TPE"), if VSOE is not available, or estimated selling price ("ESP"), if neither VSOE nor TPE is available. As we are unable to establish VSOE or TPE for the elements of our arrangements, we establish ESP for each element. If an agreement contains multiple deliverables that do not qualify for separate accounting for the product and service transactions, then the revenue and the cost of related professional services on the entire arrangement is recognized ratably over the contract term beginning on the date of delivery of product or service with customer-specific customization, if any. Entering into agreements with multiple elements with stand-alone value in the future may affect the timing of our revenue recognition and may have an impact on our future financial statements.
	Our revenue recognition policy involves significant judgments and estimates about collectability. We assess the probability of collection based on a number of factors, including past transaction history and/or the creditworthiness of our clients’ customers, which is based on current published credit ratings, current events and circumstances regarding the business of our clients’ customers and other factors that we believe are relevant. If we determine that collection is not reasonably assured, we defer revenue recognition until such time as collection becomes reasonably assured, which is generally upon receipt of cash payment.
	Cost of Services
	Cost of services consists of costs associated with promoting and selling our clients’ products and services including compensation costs of telesales personnel, telesales commissions and bonuses, costs of designing, producing and delivering marketing services, and salaries and other personnel expenses related to fee-based activities. Cost of services also includes the costs of allocated facility and telephone usage for our telesales representatives as well as other direct costs associated with the delivery of our services, including credit card fees related to the online sale of our clients' products. Most of the costs are personnel related and fluctuate in relation to our net revenue. Telesales commissions and bonuses will typically change in proportion to revenue or profitability.
	Advertising
	We expense advertising costs as incurred. These costs were not material and are included in sales and marketing expense.
	Income Taxes
	We account for income taxes using the liability method. The liability method requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements, but have not been reflected in our taxable income. A valuation allowance is established to reduce deferred tax assets to their estimated realizable value. Therefore, we provide a valuation allowance to the extent that we do not believe it is more likely than not that we will generate sufficient taxable income in future periods to realize the benefit of our deferred tax assets. At September 30, 2013 and December 31, 2012, we had gross deferred tax assets of $31.9 million and $31.8 million, respectively. At September 30, 2013 and December 31, 2012, the deferred tax assets were subject to a 100% valuation allowance and therefore are not recorded on our balance sheets as assets. Realization of our deferred tax assets is limited and we may not be able to fully utilize these deferred tax assets to reduce our tax rates.
	FASB ASC 740, Income Taxes, prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under this guidance, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, FASB ASC 740 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods and disclosure.
	Our policy for recording interest and penalties related to uncertain tax positions is to record such items as a component of income before taxes. Penalties, interest paid and interest received are recorded in interest and other expense, net, in the consolidated statement of comprehensive loss. There were immaterial amounts accrued for interest and penalties related to uncertain tax positions as of September 30, 2013.
	Stock-Based Compensation
	FASB ASC 718, Compensation – Stock Compensation, establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services, primarily focusing on accounting for transactions where an entity obtains employee services in share-based payment transactions. This guidance requires companies to estimate the fair value of share-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our consolidated statements of comprehensive loss. See Note 8 for further discussion of this standard and its effects on the consolidated financial statements presented herein.
	Concentrations of Credit Risk and Credit Evaluations
	Our financial instruments that expose us to concentrations of credit risk consist primarily of cash and cash equivalents, trade accounts receivable and credit card deposits.
	We place our cash and cash equivalents in a variety of financial institutions and limit the amount of credit exposure through diversification and by investing the funds in money market accounts which are insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, the balance of cash deposits is in excess of the FDIC insurance limits.
	We sell our clients’ products and services primarily to business end users and, in most transactions, assume full credit risk on the sale. Credit is extended based on an evaluation of the financial condition of our client’s customer, and collateral is generally not required. Credit losses have traditionally been immaterial, and such losses have been within management’s expectations.
	During the three month period ending September 30, 2013, we recorded an out-of-period adjustment to decrease revenue by $38,000 and increase general and administrative expense by $420,000 for an overstatement of credit card receivables. The overstatement of an aggregate of $458,000 relates to unrecorded chargebacks of $293,000 and $165,000 during the third and fourth quarters of fiscal 2012 following the suspension in August 2012 of a merchant account relating to a customer contract. This out-of-period item did not have a material impact on the current or either of the previously reported periods.
	We have generated a significant portion of our revenue from sales to customers of a limited number of clients. In the three months ended September 30, 2013, three clients accounted for 10% or more of our net revenue, with Microsoft Corporation ("Microsoft") representing approximately 42% of our net revenue, Symantec Corporation ("Symantec") representing approximately 26% of our net revenue and Hewlett-Packard representing approximately 12% of our net revenue. In the three months ended September 30, 2012, three clients accounted for 10% or more of our net revenue, with Microsoft representing approximately 37% of our net revenue, Symantec representing approximately 18% of our net revenue and Hewlett-Packard representing approximately 11% of our net revenue.
	In the nine months ended September 30, 2013, three clients accounted for 10% or more of our net revenue, with Microsoft representing approximately 41% of our net revenue, Symantec representing approximately 25% of our net revenue and Hewlett-Packard representing approximately 10% of our net revenue. In the nine months ended September 30, 2012, three clients accounted for 10% or more of our net revenue, with Microsoft representing approximately 35% of our net revenue, Symantec representing approximately 20% of our net revenue and Hewlett-Packard representing approximately 11% of our net revenue.
	No individual client’s customer accounted for 10% or more of our revenues in any period presented.
	We have outsourced services agreements with our significant clients that expire at various dates ranging through March 2018. Our agreements with Symantec expire in March 2014 and can be terminated prior to expiration with ninety days notice. Our agreements with Microsoft expire at various dates from June 2014 through June 2015, and can be terminated with thirty days notice. Our agreements with Hewlett-Packard expire in October 2013 and March 2018 and can be terminated prior to expiration with sixty days notice.
	Fair Value of Financial Instruments
	The amounts reported as cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to their short-term maturities.
	The fair value of short-term and long-term debt obligations is estimated based on current interest rates available to us for debt instruments with similar terms, degrees of risk and remaining maturities. The carrying values of these obligations, as of each period presented, approximate their respective fair values.
Segment Reporting
In accordance with FASB ASC 280, Segment Reporting, we concluded that we have one operating and reportable segment. We have call center operations within the United States and the United Kingdom where we perform services on behalf of our clients. While we exited our Canadian call center facility in September 2010, we continue to maintain a network of managed telesales representatives in the region.
We utilize our call centers in the United States and United Kingdom and a network of managed telesales representatives in Canada to fulfill certain contracts. We also utilized our former operations based in Manila prior to their sale in December 2012. See Note 3 for more details regarding our former Manila operations. In June 2012, we began providing telesales services throughout Latin America utilizing a strategic partner located in the Dominican Republic.
Foreign Currency Translation
The functional currency of our foreign subsidiaries was determined to be their respective local currencies (Canadian Dollar, Great Britain Pound and Philippine Peso). Foreign currency assets and liabilities are translated at the current exchange rates at the balance sheet date. Revenues and expenses are translated at weighted average exchange rates in effect during the period. The related unrealized gains and losses from foreign currency translation are recorded in accumulated other comprehensive loss as a separate component of stockholders’ equity in the consolidated balance sheet and the consolidated statement of comprehensive loss. For continuing operations, net gains and losses resulting from foreign exchange transactions are included in interest and other expense, net, in the consolidated statements of comprehensive loss.
Related Party Transactions
As more fully disclosed in Note 8, on April 5, 2013, we completed the sale of approximately 13 million shares of our common stock in a registered direct offering. The gross cash proceeds from the sale of common stock was approximately $5.8 million. Members of our board of directors and our Chief Executive Officer purchased an aggregate of 500,025 shares at a price of $0.45 per share in the offering.
Recent Accounting Standards
In February 2013, the FASB issued ASU No. 2013-02 - Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This update improves the reporting of reclassifications out of accumulated other comprehensive income by requiring an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety from accumulated other comprehensive income to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. We adopted this standard in the first quarter of 2013. Adoption of this standard did not have any material impact on our financial position, results of operations or cash flows.
In March 2013, the FASB issued ASU No. 2013-05 – Foreign Currency Matters. This update requires that an entity should release cumulative currency translation adjustments to net income when the entity ceases to have controlling financial interest in a foreign entity or a group of financial assets in a foreign entity. This new guidance is effective for the first reporting period beginning after December 15, 2013. We adopted this standard in the fourth quarter of 2012 in accounting for the sale of RSL.

NET_LOSS_PER_SHARE

NET LOSS PER SHARE	9 Months Ended
	Sep. 30, 2013
Earnings Per Share [Abstract]	'
NET LOSS PER SHARE	'
	NET LOSS PER SHARE
	Basic net income (loss) per share is computed using the weighted-average number of shares of common stock outstanding during the year. Diluted net income (loss) per share also gives effect, as applicable, to the potential dilutive effect of outstanding stock options and warrants, using the treasury stock method, unvested restricted share awards, and convertible securities, using the if converted method, as of the beginning of the period presented or the original issuance date, if later.
	The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data):
		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2013			2012			2013			2012
	Net loss from continuing operations	$	(3,587	)	$	(944	)	$	(9,999	)	$	(3,044	)
	Net income (loss) from discontinued operations	(34		)	(706		)	53			(2,692		)
	Net loss	$	(3,621	)	$	(1,650	)	(9,946		)	(5,736		)
	Weighted-average shares of common stock outstanding – basic and diluted	40,684			27,066			35,566			27,013
	Basic and diluted net income (loss) per share:
	Continuing operations	$	(0.09	)	$	(0.03	)	$	(0.28	)	$	(0.11	)
	Discontinued operations	—			(0.03		)	—			(0.10		)
	Net loss	$	(0.09	)	$	(0.06	)	$	(0.28	)	$	(0.21	)
	For the three and nine months ended September 30, 2013, we excluded approximately 4.5 million and 5.0 million options, warrants and unvested restricted share awards, respectively, from the calculation of diluted net loss per share as these securities were anti-dilutive. For the three and nine months ended September 30, 2012, we excluded approximately 3.5 million and 3.6 million options, warrants and unvested restricted share awards, respectively, from the calculation of diluted net loss per share as these securities were anti-dilutive.

DISCONTINUED_OPERATIONS

DISCONTINUED OPERATIONS	9 Months Ended
	Sep. 30, 2013
Discontinued Operations and Disposal Groups [Abstract]	'
DISCONTINUED OPERATIONS	'
	DISCONTINUED OPERATIONS
	In the quarter ended June 30, 2012, the Company concluded that RSL, our Manila-based operations, no longer fit with the long term strategic plans of the Company. The Company committed to a plan to sell our Manila-based operations, which were subsequently sold to Shore Solutions, Inc. ("Shore") in December 2012. RSL's operating results for the three and nine months ended September 30, 2012 are reported as discontinued operations in the consolidated financial statements.
	On December 17, 2012, the Company closed a stock purchase agreement (the "SPA") with Shore, pursuant to which the Company sold its Manila-based operations of Rainmaker Systems Ltd., and its wholly-owned subsidiary, Rainmaker Asia, Inc., to Shore.
	Pursuant to the SPA, Shore acquired 100% of the issued and outstanding stock of RSL. Under the SPA, the Company received an initial cash payment at closing of $845,000. In addition to the closing payment, the Company may receive additional contingent consideration based on multiple earn-out provisions included within the SPA, which provides the Company the ability to receive additional consideration of $300,000 at target plus a nominal percentage of certain revenues of RSL during the period from January 1, 2013 through December 31, 2015. The Company did not record any additional consideration for the three and nine months ended September 30, 2013.
	The accompanying unaudited consolidated statements of comprehensive loss and statements of cash flows have been adjusted for the three and nine months ended September 30, 2012 to remove the operating results of RSL from continuing operations and presenting the results of RSL as income (loss) from discontinued operations, net of tax. The operating results for discontinued operations for the three and nine months ended September 30, 2013 represent payments and true up adjustments. Loss on disposal of discontinued operations of $69,000 for the nine months ended September 30, 2013 is an adjustment in the working capital at the closing pursuant to the SPA. Income (loss) from discontinued operations, net of income taxes, for all periods presented are as follows, (in thousands):
		Three Months Ended September 30,						Nine Months Ended September 30,
		2013			2012			2013			2012
	Revenue	$	—		$	2,766		$	158		$	7,873
	Cost of services	34			3,100			36			8,811
	Gross profit	(34		)	(334		)	122			(938		)
	Operating expenses	—			320			—			1,680
	Non-operating (income) expenses	—			52			—			74
	Income (loss) from discontinued operations	(34		)	(706		)	122			(2,692		)
	Loss on disposal of discontinued operations	—			—			(69		)	—
	Net Income (loss) from discontinued operations	$	(34	)	$	(706	)	$	53		$	(2,692	)

PROPERTY_AND_EQUIPMENT

PROPERTY AND EQUIPMENT	9 Months Ended
	Sep. 30, 2013
Property, Plant and Equipment [Abstract]	'
PROPERTY AND EQUIPMENT	'
	PROPERTY AND EQUIPMENT
	Property and equipment consists of the following (in thousands):
		Estimated	September 30,			December 31,
		Useful Life	2013			2012
	Computer equipment	3 years	$	3,961		$	3,974
	Capitalized software and development	2-5 years	14,769			13,686
	Furniture and fixtures	5 years	293			437
	Leasehold improvements	Lease term	121			232
			19,144			18,329
	Accumulated depreciation and amortization		(16,666		)	(16,015		)
	Construction in process (1)		351			141
	Property and equipment, net		$	2,829		$	2,455
	_____________
	-1	Construction in process at September 30, 2013 consists primarily of costs incurred to further develop and enhance our e-Commerce platform. Estimated cost to complete these projects is in the range of $215,000 to $235,000, subject to future revisions.

LONGTERM_DEBT_OBLIGATIONS

LONG-TERM DEBT OBLIGATIONS	9 Months Ended
	Sep. 30, 2013
Debt Disclosure [Abstract]	'
LONG-TERM DEBT OBLIGATIONS	'
	LONG-TERM DEBT OBLIGATIONS
	Long-term debt consists of the following (in thousands):
		September 30,			December 31,
		2013			2012
	Comerica term loan	$	2,100		$	3,000
	Comerica revolving line	1,230			1,493
	Notes payable – insurance	—			34
	Total notes payable	3,330			4,527
	Less: current portion	(2,430		)	(2,727		)
	Total notes payable, less current portion	$	900		$	1,800
	Comerica Bank Credit Facility
	On June 14, 2012, the Company entered into a Loan and Security Agreement with Comerica Bank (the "Credit Facility"). The maximum amount of credit available to the Company under the Credit Facility is $5 million, comprised of a $3 million term loan facility ("Term Loan") and a $2 million revolving line of credit ("Revolving Line"), which includes a $500,000 sub-facility for letters of credit and certain credit card services. Term Loan advances outstanding on December 31, 2012 are payable in thirty equal monthly installments of principal, plus accrued interest, beginning on January 1, 2013 and ending on June 14, 2015. As of September 30, 2013, there was $2.1 million outstanding under the Term Loan and $1.2 million outstanding under the Revolving Line.
	Rainmaker also may request additional advances under the Revolving Line in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the borrowing base, which is 80% of the Company's eligible accounts receivable balances, less the aggregate face amount of letters of credit issued and the aggregate limits of any credit cards issued and any merchant credit card processing reserves, plus an overformula amount of $575,000 until October 10, 2013. The borrowing availability under the Revolving Line at September 30, 2013 was $1.6 million. Amounts borrowed under the Revolving Line are due on December 14, 2013. The interest rate per annum for advances under the Credit Facility is the Prime Referenced Rate, as defined in the Credit Facility, plus the applicable margin. The applicable margin is one and one half percent (1.50%) per annum for the Revolving Line and two and one quarter percent (2.25%) per annum for the Term Loan. The interest rates on our Term Loan and Revolving Line were 5.50% and 4.75%, respectively, as of September 30, 2013.
	The Credit Facility is secured by substantially all of Rainmaker’s consolidated assets. Rainmaker must comply with certain financial covenants, including maintaining unrestricted cash with Comerica Bank equal to the greater of $1 million or the aggregate outstanding amount of Term Loan advances, and not less than $1 million upon achieving positive cash flow, and maintaining a minimum liquidity ratio with respect to all indebtedness owing to Comerica Bank of at least 1.25 to 1.00, which Comerica Bank had agreed to reduce to 1.00 to 1.00 until April 15, 2013. The Credit Facility contains customary covenants that will, subject to limited exceptions, require Comerica's approval to, among other things, (i) create liens; (ii) make capital expenditures; (iii) pay cash dividends; and (iv) merge or consolidate with another company. The Credit Facility also provides for customary events of default, including nonpayment, breach of covenants, material adverse events, payment defaults of other indebtedness, failure to deliver audited financial statements with an unqualified opinion, and certain events of bankruptcy, insolvency and reorganization that may result in acceleration of outstanding amounts under the Credit Facility. As of September 30, 2013, we were in compliance with all loan covenants.
	Agility Capital Credit Facility
	On October 30, 2013, the Company closed a Loan Agreement (the "Loan Agreement") with Agility Capital II, LLC (“Agility”), providing for a revolving line of credit of up to $500,000, which amount may be increased to $650,000 under certain conditions (the “Maximum Revolving Line”). The Company may request advances under the Loan Agreement in an aggregate outstanding amount not to exceed the lesser of (i) the applicable Maximum Revolving Line or (ii) a borrowing base equal to 30% of the Company's eligible accounts receivable balances. Amounts borrowed under the Loan Agreement are due on the earlier of (i) the date on which the Company’s borrowings under its loan agreement with Comerica Bank become due and payable, and (ii) October 25, 2014. The interest rate per annum for advances under the Loan Agreement is 12.00%. If a default occurs under the Loan Agreement, the interest rate per annum for advances under the Loan Agreement would increase to 18.00%. In addition, if a default in the payment of principal occurs under the Loan Agreement, the Company would be required to pay a default fee equal to$10,000 plus an additional $15,000 for each subsequent 30-day period during which such payment default remains uncured.
	The Loan Agreement is secured by substantially all of Rainmaker’s consolidated assets. The Loan Agreement contains customary covenants that will, subject to limited exceptions, require Agility’s approval to, among other things, (i) create liens; (ii) acquire or transfer assets outside of the ordinary course of business; (iii) pay cash dividends; and (iv) merge or consolidate with another company. The Loan Agreement also requires that the Company comply with the financial covenants contained in its loan agreement with Comerica Bank. The Loan Agreement also provides for customary events of default, including nonpayment, breach of covenants, payment defaults of other indebtedness, and certain events of bankruptcy, insolvency and reorganization that may result in acceleration of outstanding amounts under the Loan Agreement. The Company’s obligations under the Loan Agreement are subordinated to the Company’s obligations under its loan agreement with Comerica Bank, pursuant to a subordination agreement between Agility and Comerica Bank.
	In addition, Agility received a warrant to purchase 216,667 shares of the Company's common stock. The warrant has a 7-year term and an exercise price of $0.45 per share. The warrant may also be exercised by way of a cashless exercise. The warrant also contains provisions that protect its holder against dilution by adjustment of the exercise price and the number of shares issuable thereunder in certain events such as future issuances of common stock at a price below the warrant's exercise price, stock dividends, stock splits and other similar events.
	Notes Payable – Insurance
	On August 13, 2012, we entered into an agreement with AON Private Risk Management to finance our 2012 to 2013 insurance premiums with AFCO Acceptance Corporation in the amount of $62,000. The interest rate on the note payable is 6.068% and the note is payable in nine equal monthly installment payments beginning in September 2012. As of September 30, 2013, the remaining liability under this financing agreement was $0.

COMMITMENTS_AND_CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2013
Commitments and Contingencies Disclosure [Abstract]	'
COMMITMENTS AND CONTINGENCIES	'
	COMMITMENTS AND CONTINGENCIES
	Lease Commitments
	As of September 30, 2013, our operating commitments include operating leases for our facilities and certain property and equipment that expire at various dates through 2015. All of these leases are described in more detail below. These arrangements allow us to obtain the use of the equipment and facilities without purchasing them. If we were to acquire these assets, we would be required to obtain financing and record a liability related to the financing of these assets. Leasing these assets under operating leases allows us to use these assets for our business while minimizing the obligations and upfront cash flow related to purchasing the assets.
	In October 2009, we executed a second amendment to the operating lease (the "Campbell operating lease") for our corporate headquarters in Campbell, California to reduce our lease cost. Under this amendment, we reduced the amount of space that we lease to 16,430 square feet. On October 31, 2012, the Company executed a third amendment to the Campbell operating lease, effective December 1, 2012, with a three-year term. On January 31, 2013, the Company executed a fourth amendment to the Campbell operating lease, effective February 1, 2013, providing an additional 3,936 square feet of space. The fourth amendment did not modify the three-year term of the third amendment to the Campbell operating lease. Annual base rent under the amended lease is approximately $365,000 in the first year of the lease, or $321,000 after deducting free base rent the first three months of the amended lease, and increases by 3% each year thereafter for the remaining term. In addition, we will continue to pay our proportionate share of operating costs and taxes based on our occupancy, and a letter of credit issued to the landlord was reduced to $40,000 for a security deposit. On July 2, 2013, we executed the fifth amendment to the Campbell operating lease effective July 1, 2013, providing an additional 6,771 square feet of space. The fifth amendment to the Campbell operating lease did not change the terms of the lease as previously amended. Annual base rent under the amended lease is approximately $536,000 in the first year of the lease and increases by 3% each year thereafter for the remaining term. The fifth amendment to the Campbell operating lease increased the irrevocable standby letter of credit to $61,000.
	In September 2011, we extended an existing lease in Austin, Texas on approximately 21,388 square feet of space for a term of 24 months through December 31, 2013. Annual rent under the lease approximated $212,000, or $18,000 monthly. Additionally, we paid our proportionate share of maintenance on the common areas in the business park. On January 25, 2013, the Company announced the closure of the Company's Austin facility as operations were to be consolidated in our headquarters in Campbell, California and our United Kingdom location as part of a strategic reallocation of resources designed to increase levels of service to customers and generate operating cost savings. On May 10, 2013, the Company agreed to terminate the Austin facility lease effective September 15, 2013. During the three and nine months ended September 30, 2013, the Company recorded charges of $19,000 and $169,000, respectively, related to the Austin facility closure.
	In October 2012, we executed an office lease agreement for 5,000 square feet of office space for call center operations in Godalming outside of London. The lease has a thirty-month term and terminates in March 2015. Annual base rent for this facility is 28,000 Great Britain Pounds. Based on the exchange rate at September 30, 2013, annual rent is approximately $43,000.
	Rent expense under operating lease agreements for continuing operations during the nine months ended September 30, 2013 and 2012 was $398,000 and $622,000, respectively.
	Guarantees
	On July 18, 2012, we issued an irrevocable standby letter of credit in the amount of $100,000 to our landlord for a security deposit for our corporate headquarters located in Campbell, California. The letter of credit was issued by Comerica Bank under the Credit Facility described above. The standby letter of credit was reduced to $40,000 in accordance with the fourth amendment to the Campbell operating lease and thereafter increased to $61,000 in accordance with the fifth amendment to the Campbell operating lease.
	Our customer contracts typically require us to contingently indemnify against certain qualified third party claims. The terms of such obligations vary. Generally, a maximum obligation is not explicitly stated. Because the obligated amounts of these types of agreements often are not explicitly stated, the overall maximum amount of the obligations cannot be reasonably estimated. Historically, we have not had to make any payments for these obligations, and no liabilities have been recorded for these obligations on our balance sheets as of September 30, 2013 and December 31, 2012.
	Litigation
	On February 8, 2013, the Company's former Chief Executive Officer, Michael Silton, filed a demand for arbitration and complaint with the American Arbitration Association, alleging breach of contract and other causes of action relating to the termination of Mr. Silton's employment with the Company in October 2012. Mr. Silton is seeking full payment of severance benefits in the amount of approximately $1.0 million, plus compensation for unused vacation, related penalties and punitive damages. On March 21, 2013, the Company filed a responsive pleading in the arbitration proceedings. On May 15, 2013, the American Arbitration Association appointed an arbitrator. Thereafter, Mr. Silton withdrew his arbitration claim and on May 22, 2013, filed a complaint against the Company in the Santa Clara Superior Court. The allegations and causes of action are the same as the complaint filed with the American Arbitration Association. On July 5, 2013, the Company filed an answer to Silton's complaint and a cross-complaint against Silton. On or about August 1, 2013, Silton filed an answer to the cross-complaint. The Company disputes and denies the allegations and intends to defend the claim. The Company is not in a position to assess the probability of any loss or the estimated range of potential loss, if any.
	On July 9, 2013, YKnot Holdings LLC (“YKnot”) filed a complaint against the Company in the Santa Clara Superior Court alleging breach of contract and related causes of action arising from an eCommerce Processor Agreement (the “Agreement”) entered into by YKnot and the Company in January 2012 and seeking damages.  The central allegation in the complaint alleges that the Company has failed to timely pay over certain reserves held by the Company against chargebacks and returns relating to YKnot's products in accordance with the Agreement.  On August 12, 2013, the Company filed an answer to the complaint and filed a cross-complaint against YKnot.  The Company disputes and denies the allegations and intends to defend the claim. Accordingly, the Company is not in a position to assess the probability of any loss or the estimated range of potential loss, if any.
	From time to time in the ordinary course of business, we are subject to other claims, asserted or unasserted, or named as a party to other lawsuits or investigations. We are not aware of any such asserted or unasserted legal proceedings or claims that we believe would have a material adverse effect on our financial condition or results of operations.

FAIR_VALUE_MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2013
Fair Value Disclosures [Abstract]	'
FAIR VALUE MEASUREMENTS	'
	FAIR VALUE MEASUREMENTS
	Fair value is the exchange price that would be the amount received for an asset or paid to transfer a liability in an orderly transaction between market participants. In arriving at a fair value measurement, we use a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable. The three levels of inputs used to establish fair value are the following:
	Level 1	—    Quoted prices in active markets for identical assets or liabilities;
	Level 2	—    Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are 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
	Level 3	—    Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
	A summary of the activity of the fair value of the Level 3 liabilities for the three months ended September 30, 2013 and 2012 is as follows (in thousands):
		Beginning			Transfers In (Out)			Loss on Fair			Ending Fair
		Fair Value of						Value Re-			Value of
		Level 3						measurement			Level 3
		Liabilities									Liabilities
	2013
	Common stock warrant liability	$	134		$	—		$	66		$	200
	2012
	Common stock warrant liability	$	495		$	—		$	337		$	832
	A summary of the activity of the fair value of the Level 3 liabilities for the nine months ended September 30, 2013 and 2012 is as follows (in thousands):
		Beginning			Transfers In (Out)			Loss (Gain) on Fair			Ending Fair
		Fair Value of						Value Re-			Value of
		Level 3						measurement			Level 3
		Liabilities									Liabilities
	2013
	Common stock warrant liability	$	348		$	—		$	(148	)	$	200
	2012
	Contingent consideration — Optima (1)	$	225		$	(225	)	$	—		$	—
	Common stock warrant liability	$	517		$	—		$	315		$	832
	____________
	-1	The contingent consideration paid under the Optima stock purchase agreement was $225,000 based on the achievement of certain performance metrics for the calendar year ended December 31, 2011. The contingent consideration payment was transferred from our Level 3 fair value measurements once the final calculation was determinable. The liability was settled in April 2012 in accordance with the guidelines of the Optima stock purchase agreement.
	The following table represents the fair value hierarchy for our financial assets and liabilities held by us measured at fair value on a recurring basis (in thousands):
		Level 1			Level 2			Level 3
	September 30, 2013
	Assets:
	Money market funds (1)	$	1,641		$	—		$	—
	Liabilities:
	Common stock warrant liability (2)	$	—		$	—		$	200
	December 31, 2012
	Assets:
	Money market funds (1)	$	1,640		$	—		$	—
	Liabilities:
	Common stock warrant liability (2)	$	—		$	—		$	348
	____________
	-1	Money market funds are valued using active quoted market rates.
	-2	The fair value of our common stock warrant liability (see Note 8 - Stockholders' Equity) is determined using the Black–Scholes valuation method utilizing the quoted price of our common stock in an active market. Volatility is estimated based on the historical market activity of our stock. The expected life is based on the remaining contractual term of the warrants and the risk free interest rate is based on the implied yield available on U.S. Treasury Securities with a maturity equivalent to the warrants' remaining contractual term. See detailed inputs below.
	The Company uses the Black-Scholes model to value our common stock warrant liability. The following are the assumptions used to measure the warrant liability at September 30, 2013 and December 31, 2012, which were determined in a manner consistent with that described for stock option awards as set forth in Note 8:
		September 30,		December 31,
		2013		2012
	Expected life in years	2.75		3.5
	Volatility	84.57	%	65.99	%
	Risk-free interest rate	0.63	%	0.34	%
	Dividend rate	—	%	—	%
	The amounts reported as cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short-term maturities.
	The fair value of short-term and long-term capital lease and debt obligations is estimated based on current interest rates available to us for debt instruments with similar terms, degrees of risk and remaining maturities. The carrying values of these obligations, as of each period presented, approximate their respective fair values.

STOCKHOLDERS_EQUITY

STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2013
Stockholders' Equity Attributable to Parent [Abstract]	'
STOCKHOLDERS' EQUITY	'
	STOCKHOLDERS' EQUITY
	Equity Offering
	In June 2011, we issued and sold 3.7 million shares of our common stock, together with warrants to purchase up to an aggregate of 1.5 million additional shares, in a public offering. The offering was made under our shelf registration statement on Form S-3 (File No. 333-171946), which was filed with the SEC on January 28, 2011, amended on February 18, 2011 and declared effective by the SEC on March 7, 2011. We received gross cash proceeds of approximately $3.9 million from the equity offering. The $3.3 million of net cash proceeds from the offering were used for general corporate purposes, including working capital and capital expenditures.
	The 1.5 million warrants issued through the equity offering have an initial 5-year term and an exercise price of $1.40 per share and became exercisable six months after their issuance date. If at any time the shares of common stock issuable thereunder are not registered for resale pursuant to an effective registration statement, the warrants may be exercised by way of a cashless exercise. The warrants also contain provisions that protect the holders thereof against dilution by adjustment of the exercise price and the number of shares issuable thereunder in certain events such as stock dividends, stock splits and other similar events. In addition, the placement agent received a warrant to purchase a number of shares of common stock equal to three percent (3.0%) of the number of shares purchased by investors in the offering, which approximates 110,000 shares. The placement agent warrant has an initial 5-year term and an exercise price of $1.05 per share and became exercisable six months after its issuance date. The placement agent warrant may also be exercised by way of a cashless exercise. The placement agent warrant also contains provisions that protect its holder against dilution by adjustment of the exercise price and the number of shares issuable thereunder in certain events such as stock dividends, stock splits and other similar events.
	We have classified all of the above mentioned warrants as liabilities under the caption "Common stock warrant liability" and recorded the liability at its estimated fair value with the corresponding gains or losses as a separate line item after operating loss under the caption "Loss (gain) due to change in fair value of warrant liability." See Note 7 for disclosure regarding the fair value of financial instruments.
	On April 5, 2013, we completed the sale of approximately 13 million shares of our common stock in a registered direct offering. The gross cash proceeds from the sale of common stock was approximately $5.8 million, with net proceeds totaling approximately $5.5 million.
	Stock Compensation
	In 2003, the board of directors adopted and the stockholders approved the 2003 Stock Incentive Plan (“2003 Plan”). The 2003 Plan provides for the issuance of incentive stock options or nonqualified stock options to employees, consultants and non-employee members of the board of directors, and issuance of shares of common stock for purchase or as a bonus for services rendered ("restricted stock awards").
	On December 21, 2012, the board of directors approved and adopted the 2012 Inducement Equity Incentive Plan (the “2012 Plan”). The 2012 Plan provides for the issuance of nonqualified stock options and shares of common stock, either with or without a purchase price, to newly hired employees as a material inducement to such individuals entering into our employment. Stockholder approval of the 2012 Plan was not required under SEC or NASDAQ Capital Market rules.
	During the three and nine months ended September 30, 2013, we had restricted stock awards that vested. We are required to withhold income taxes at statutory rates based on the closing market value of the vested shares on the date of vesting. Accordingly, we offer employees the ability to have vested shares withheld by us in an amount equal to the amount of taxes to be withheld. We purchased 52,357 and 231,126 shares during the three and nine months ended September 30, 2013 with a cost of approximately $21,000 and $132,000, respectively, from employees to cover federal and state taxes due. During the nine months ended September 30, 2013, we granted restricted stock awards for 650,000 shares to four members of our board of directors with immediate vesting. During the three months ended September 30, 2013, we granted restricted stock awards for 100,000 shares to two non-employees with vesting term of one year and a fair value of $35,000 at date of grant.
	We account for stock-based compensation awards issued to employees and directors using the guidance from FASB ASC 718, Compensation – Stock Compensation. ASC 718 establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services, primarily focusing on accounting for transactions where an entity obtains employee services in share-based payment transactions. This guidance requires companies to estimate the fair value of share-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our consolidated statements of comprehensive loss.
	The fair value of stock options is calculated using the Black-Scholes option pricing model. The Black-Scholes model requires subjective assumptions, including expected time to exercise, future stock price volatility, risk-free interest rates, and dividend rates which greatly affect the calculated values. Stock-based compensation expense is recorded net of an estimated forfeiture rate and trued-up upon vesting. These factors could change in the future, which would affect the stock-based compensation expense in future periods. The estimated fair value of stock-based awards is amortized using the straight-line method over the vesting period of the awards.
	We expense stock-based compensation to the same expense categories in which the respective award grantee’s salary expense is reported. The table below reflects stock-based compensation expense for the three and nine months ended September 30, 2013 and 2012 (in thousands):
		Three Months Ended							Nine Months Ended
		September 30,							September 30,
		2013			2012				2013		2012
	Stock-based compensation expense included in:
	Cost of services	$	24		$	24			$	57	$	77
	Sales and marketing	15			12				136		34
	Technology and development	59			32				157		75
	General and administrative	126			149				1,002		421
		$	224		$	217			$	1,352	$	607
	At September 30, 2013, approximately $1.6 million of stock-based compensation expense relating to unvested awards had not been amortized and will be expensed in future periods through 2016. Under current grants that are unvested and outstanding, approximately $131,000 will be expensed in the remainder of 2013 as stock-based compensation, subject to true-up adjustments for forfeitures and vestings during the year.
	We calculate the value of our stock option awards when they are granted. Accordingly, we update our valuation assumptions for the risk-free interest rate on the date of grant. Annually, we prepare an analysis of the historical activity of our stock price and within our option plans as well as the demographic characteristics of the grantees of options within our stock option plan to determine the stock price volatility, estimated life of the grants and an estimated forfeiture rate. During the nine months ended September 30, 2013 and 2012, the weighted average valuation assumptions for stock option awards and forfeiture rates used for the expense calculations for stock option and restricted stock awards were as follows:
		Nine Months Ended
		September 30,
		2013		2012
	Expected life in years	3.94		3.76
	Volatility	75.16	%	65.99	%
	Risk-free interest rate	0.5	%	0.44	%
	Dividend rate	—	%	—	%
	Forfeiture Rates:
	Options	21.66	%	27.61	%
	Restricted stock	15.9	%	15.04	%
	Expected life of our option grants is estimated based on our analysis of our actual historical option exercises and cancellations. Expected stock price volatility is based on the historical volatility from traded shares of our stock over the most recent period of time equal to the expected term of the options. The risk-free interest rate is based on the rate of a zero-coupon U.S. Treasury instrument with a remaining term approximately equal to the expected term. We have not historically paid dividends and we do not expect to pay dividends in the near term and therefore we have set the dividend rate at zero.
	A summary of activity under our 2003 Plan and 2012 Plan for the nine months ended September 30, 2013 is as follows (in thousands):
				Options Outstanding
		Available		Number of			Weighted
		for Grant		Options			Average
							Exercise
							Price
	Balance at December 31, 2012	810		1,169			$	1.25
	Authorized	2,575		—			—
	Options granted	(2,105	)	2,105			0.45
	Restricted stock awards granted	(1,518	)	—			—
	Options exercised	—		(5	)		0.81
	Options canceled	318		(318	)		1.41
	Restricted stock awards forfeited	413		—			—
	Balance at September 30, 2013	493		2,951			$	0.66
	In accordance with the 2003 Plan as in effect on the first trading date of January 2013, the number of shares authorized for grant under the 2003 Plan automatically increases on the first trading date of January by an amount equal to the lesser of 4% of our outstanding common stock at the previous December 31 or 1,000,000 shares. Shares outstanding at December 31, 2012 were 28,428,000 and the additional shares authorized amounted to 1,000,000 under the 2003 Plan. On June 5, 2013, the Company's stockholders approved an additional 1,200,000 shares authorized under the 2003 Plan and an increase in the maximum number of shares that can be issued under the annual evergreen provision of the 2003 plan on the first trading day in January of each calendar year from 1,000,000 shares to 2,000,000 shares (or, if less, 4% of the outstanding shares on the last trading day in December of the then immediately preceding calendar year). In addition, on February 19, 2013, the Company authorized an additional 375,000 shares under the 2012 Plan for issuance to the Company's then incoming chief financial officer.
	The following table summarizes the activity with regard to restricted stock awards during the nine months ended September 30, 2013. Restricted stock awards are issued from the 2003 Plan and 2012 Plan and any issuances reduce the shares available for grant as indicated in the previous table. Restricted stock awards are valued at the closing market price of our stock on the date of the grant (in thousands).
		Number of		Weighted Average
		Shares		Grant Price
	Balance of nonvested shares at December 31, 2012	2,255		$	0.8
	Granted	1,518		0.7
	Vested	(1,929	)	0.55
	Forfeited	(413	)	0.95
	Balance of nonvested shares at September 30, 2013	1,431		$	0.68
	The total grant date fair value of the nonvested restricted stock awards was $969,000 as of September 30, 2013.

SUBSEQUENT_EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2013
Subsequent Events [Abstract]	'
SUBSEQUENT EVENTS	'
	SUBSEQUENT EVENTS
	On October 30, 2013, the Company closed a Loan Agreement (the "Loan Agreement") with Agility Capital II, LLC (“Agility”), providing for a revolving line of credit of up to $500,000, which amount may be increased to $650,000 under certain conditions. See Note 5 for a discussion of our loan agreement with Agility.

SUMMARY_OF_SIGNIFICANT_ACCOUNT1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
Principles of Consolidation	'
	Principles of Consolidation
	The accompanying consolidated financial statements include the accounts of Rainmaker Systems, Inc. and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation.
Basis of Presentation	'
	Basis of Presentation
	The consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The interim financial statements are unaudited but reflect all normal recurring adjustments, which are, in the opinion of management, necessary for the fair presentation of the results of these periods.
	The results of our operations for the three and nine months ended September 30, 2013 are not necessarily indicative of results to be expected for the year ending December 31, 2013, or any other period. These consolidated financial statements should be read in conjunction with our financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the SEC on April 1, 2013. Balance sheet information as of December 31, 2012 has been derived from the audited financial statements for the year then ended.
Use of Estimates	'
	Use of Estimates
	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, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Our estimates are based on historical experience, input from sources outside of the Company, and other relevant facts and circumstances. Actual results could differ materially from those estimates. Accounting policies that include particularly significant estimates are revenue recognition and presentation policies, valuation of accounts receivable, measurement of our deferred tax asset and the corresponding valuation allowance, commitments and contingencies, fair value estimates for the expense of employee stock options and warrants and the assessment of recoverability and impairment of goodwill and long-lived assets.
Cash and Cash Equivalents	'
	Cash and Cash Equivalents
	We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents generally consist of money market funds. The fair market value of cash equivalents represents their quoted market prices at the balance sheet dates and approximates their carrying value.
Allowance for Doubtful Accounts	'
	Allowance for Doubtful Accounts
	We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers or clients’ customers to make required payments of amounts due to us. The allowance is comprised of specifically identified account balances for which collection is currently deemed doubtful. In addition to specifically identified accounts, estimates of amounts that may not be collectible from those accounts whose collection is not yet deemed doubtful but which may become doubtful in the future are made based on historical bad debt write-off experience. If the financial condition of our clients or our clients' customers was to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.
Property and Equipment	'
	Property and Equipment
	Property and equipment are stated at cost. Depreciation of property and equipment is recorded using the straight-line method over the assets’ estimated useful lives. Computer equipment and capitalized software are depreciated over two to five years and furniture and fixtures are depreciated over five years. Amortization of leasehold improvements is recorded using the straight-line method over the shorter of the lease term or the estimated useful lives of the assets. Amortization of fixed assets under capital leases is included in depreciation expense.
	Costs of internal-use software are accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-40, Internal Use Software, and FASB ASC 350-50, Website Development Costs. This guidance requires that we expense computer software and website development costs as they are incurred during the preliminary project stage. Once the capitalization criteria of ASC 350-40 and ASC 350-50 have been met, external direct costs of materials and services consumed in developing or obtaining internal-use software, including website development costs, payroll and payroll-related costs for employees who are directly associated with and who devote time to the development of internal-use computer software and associated interest costs are capitalized. We capitalized approximately $624,000 and $1,294,000 of such costs during the three and nine months ended September 30, 2013, respectively. We capitalized approximately $320,000 and $846,000 for the three and nine months ended September 30, 2012, respectively. Capitalized costs are amortized using the straight-line method over the shorter of the term of the related client agreement, if such development relates to a specific outsource client, or the software’s estimated useful life, ranging from two to five years. Capitalized internal-use software and website development costs are included in property and equipment on the accompanying balance sheets.
Goodwill and Other Intangible Assets	'
	Goodwill and Other Intangible Assets
	We completed several acquisitions during the period of February 2005 through January 2010. Goodwill represents the excess of the acquisition purchase price over the estimated fair value of net tangible and intangible assets acquired. Goodwill is not amortized, but instead is tested for impairment at least annually or more frequently if events and circumstances indicate that the asset might be impaired.
	In our analysis of goodwill and other intangible assets, we apply the guidance of FASB ASC 350-20-35, Goodwill - Subsequent Measurement, in determining whether any impairment conditions exist. In our analysis of other finite lived amortizable intangible assets, we apply the guidance of FASB ASC 360-10-35, Property, Plant and Equipment – Subsequent Measurement, in determining whether any impairment conditions exist. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. Intangible assets are attributable to the various technologies and customer relationships of the businesses we have acquired. At September 30, 2013 and December 31, 2012, we had accumulated impairment losses of $11.5 million.
	We report segment results in accordance with FASB ASC 280, Segment Reporting. The method for determining what information is reported is based on the way that management organizes the operating segments for making operational decisions and assessments of financial performance. Our chief operating decision maker reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. The chief operating decision maker does not use product line financial performance as a basis for business operating decisions. In accordance with FASB ASC 350-20-35, we are required to test goodwill for impairment at the reporting unit level, which is an operating segment or one level below an operating segment. For 2012, after the sale of Rainmaker Asia and the consolidation of operations, we concluded that we have one operating and reportable segment and one reporting unit.
	As of December 31, 2012, we performed our annual goodwill impairment evaluation required under FASB ASC 350-20-35, and concluded that goodwill was not impaired as the estimated fair value exceeded the carrying value.
Long-Lived Assets	'
	Long-Lived Assets
	Long-lived assets, including our purchased intangible assets, are amortized over their previously defined estimated useful lives. In accordance with FASB ASC 360-10-35, long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are separately presented on the balance sheet and reported at the lower of the assets' carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a business unit intended to be sold that meets certain criteria for being held for sale are presented separately in the appropriate asset and liability sections of the balance sheet. We have evaluated our long-lived assets and noted no indications of impairment.
Revenue Recognition and Presentation	'
	Revenue Recognition and Presentation
	Substantially all of our revenue is generated from (i) the online sale of our clients' products to their small and medium-sized business ("SMB") customers, (ii) the sale of service contracts and maintenance renewals, (iii) lead development and other telesales services, and (iv) software subscriptions for hosted internet sales of web-based training. Revenue is recorded using the proportional performance model, where revenue is recognized as performance occurs over the term of the contract and any initial set up fees that lack stand-alone value are recognized over the estimated customer life. We recognize revenue from the online sale of our clients' products and the sale of our clients’ service contracts and maintenance renewals on the “net basis”, which represents the amount billed to the end customer less the amount paid to our client. Revenue from the sale is recognized when a purchase order from a client’s customer is received, the service, service contract or maintenance agreement is delivered, the fee is fixed or determinable, the collection of the receivable is reasonably assured, and no significant post-delivery obligations remain unfulfilled. Revenue from lead development and other telesales services that we perform is recognized as the services are provided and is generally earned ratably over the service contract period. We earn revenue from our software application subscriptions of hosted online sales of web-based training ratably over each contract period. Since these software subscriptions are usually paid in advance, we have recorded a deferred revenue liability on our balance sheet that includes the prepaid portions of subscriptions that will be earned over the next one to five years.
	Our agreements typically do not contain multiple deliverables, however, if an agreement contains multiple elements, we allocate revenue to each element in an arrangement based on a selling price hierarchy. The selling price for a deliverable is based on its vendor-specific objective evidence ("VSOE"), if available, third-party evidence ("TPE"), if VSOE is not available, or estimated selling price ("ESP"), if neither VSOE nor TPE is available. As we are unable to establish VSOE or TPE for the elements of our arrangements, we establish ESP for each element. If an agreement contains multiple deliverables that do not qualify for separate accounting for the product and service transactions, then the revenue and the cost of related professional services on the entire arrangement is recognized ratably over the contract term beginning on the date of delivery of product or service with customer-specific customization, if any. Entering into agreements with multiple elements with stand-alone value in the future may affect the timing of our revenue recognition and may have an impact on our future financial statements.
	Our revenue recognition policy involves significant judgments and estimates about collectability. We assess the probability of collection based on a number of factors, including past transaction history and/or the creditworthiness of our clients’ customers, which is based on current published credit ratings, current events and circumstances regarding the business of our clients’ customers and other factors that we believe are relevant. If we determine that collection is not reasonably assured, we defer revenue recognition until such time as collection becomes reasonably assured, which is generally upon receipt of cash payment.
Cost of Services	'
	Cost of Services
	Cost of services consists of costs associated with promoting and selling our clients’ products and services including compensation costs of telesales personnel, telesales commissions and bonuses, costs of designing, producing and delivering marketing services, and salaries and other personnel expenses related to fee-based activities. Cost of services also includes the costs of allocated facility and telephone usage for our telesales representatives as well as other direct costs associated with the delivery of our services, including credit card fees related to the online sale of our clients' products. Most of the costs are personnel related and fluctuate in relation to our net revenue. Telesales commissions and bonuses will typically change in proportion to revenue or profitability.
Advertising	'
	Advertising
	We expense advertising costs as incurred. These costs were not material and are included in sales and marketing expense.
Income Taxes	'
	Income Taxes
	We account for income taxes using the liability method. The liability method requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements, but have not been reflected in our taxable income. A valuation allowance is established to reduce deferred tax assets to their estimated realizable value. Therefore, we provide a valuation allowance to the extent that we do not believe it is more likely than not that we will generate sufficient taxable income in future periods to realize the benefit of our deferred tax assets. At September 30, 2013 and December 31, 2012, we had gross deferred tax assets of $31.9 million and $31.8 million, respectively. At September 30, 2013 and December 31, 2012, the deferred tax assets were subject to a 100% valuation allowance and therefore are not recorded on our balance sheets as assets. Realization of our deferred tax assets is limited and we may not be able to fully utilize these deferred tax assets to reduce our tax rates.
	FASB ASC 740, Income Taxes, prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under this guidance, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, FASB ASC 740 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods and disclosure.
	Our policy for recording interest and penalties related to uncertain tax positions is to record such items as a component of income before taxes. Penalties, interest paid and interest received are recorded in interest and other expense, net, in the consolidated statement of comprehensive loss.
Stock-Based Compensation	'
	Stock-Based Compensation
	FASB ASC 718, Compensation – Stock Compensation, establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services, primarily focusing on accounting for transactions where an entity obtains employee services in share-based payment transactions. This guidance requires companies to estimate the fair value of share-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our consolidated statements of comprehensive loss. See Note 8 for further discussion of this standard and its effects on the consolidated financial statements presented herein.
Concentrations of Credit Risk and Credit Evaluations	'
	Concentrations of Credit Risk and Credit Evaluations
	Our financial instruments that expose us to concentrations of credit risk consist primarily of cash and cash equivalents, trade accounts receivable and credit card deposits.
	We place our cash and cash equivalents in a variety of financial institutions and limit the amount of credit exposure through diversification and by investing the funds in money market accounts which are insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, the balance of cash deposits is in excess of the FDIC insurance limits.
	We sell our clients’ products and services primarily to business end users and, in most transactions, assume full credit risk on the sale. Credit is extended based on an evaluation of the financial condition of our client’s customer, and collateral is generally not required. Credit losses have traditionally been immaterial, and such losses have been within management’s expectations.
	During the three month period ending September 30, 2013, we recorded an out-of-period adjustment to decrease revenue by $38,000 and increase general and administrative expense by $420,000 for an overstatement of credit card receivables. The overstatement of an aggregate of $458,000 relates to unrecorded chargebacks of $293,000 and $165,000 during the third and fourth quarters of fiscal 2012 following the suspension in August 2012 of a merchant account relating to a customer contract. This out-of-period item did not have a material impact on the current or either of the previously reported periods.
	We have generated a significant portion of our revenue from sales to customers of a limited number of clients. In the three months ended September 30, 2013, three clients accounted for 10% or more of our net revenue, with Microsoft Corporation ("Microsoft") representing approximately 42% of our net revenue, Symantec Corporation ("Symantec") representing approximately 26% of our net revenue and Hewlett-Packard representing approximately 12% of our net revenue. In the three months ended September 30, 2012, three clients accounted for 10% or more of our net revenue, with Microsoft representing approximately 37% of our net revenue, Symantec representing approximately 18% of our net revenue and Hewlett-Packard representing approximately 11% of our net revenue.
	In the nine months ended September 30, 2013, three clients accounted for 10% or more of our net revenue, with Microsoft representing approximately 41% of our net revenue, Symantec representing approximately 25% of our net revenue and Hewlett-Packard representing approximately 10% of our net revenue. In the nine months ended September 30, 2012, three clients accounted for 10% or more of our net revenue, with Microsoft representing approximately 35% of our net revenue, Symantec representing approximately 20% of our net revenue and Hewlett-Packard representing approximately 11% of our net revenue.
	No individual client’s customer accounted for 10% or more of our revenues in any period presented.
	We have outsourced services agreements with our significant clients that expire at various dates ranging through March 2018. Our agreements with Symantec expire in March 2014 and can be terminated prior to expiration with ninety days notice. Our agreements with Microsoft expire at various dates from June 2014 through June 2015, and can be terminated with thirty days notice. Our agreements with Hewlett-Packard expire in October 2013 and March 2018 and can be terminated prior to expiration with sixty days notice.
Fair Value of Financial Instruments	'
	Fair Value of Financial Instruments
	The amounts reported as cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to their short-term maturities.
	The fair value of short-term and long-term debt obligations is estimated based on current interest rates available to us for debt instruments with similar terms, degrees of risk and remaining maturities. The carrying values of these obligations, as of each period presented, approximate their respective fair values.
Segment Reporting	'
	Segment Reporting
	In accordance with FASB ASC 280, Segment Reporting, we concluded that we have one operating and reportable segment. We have call center operations within the United States and the United Kingdom where we perform services on behalf of our clients. While we exited our Canadian call center facility in September 2010, we continue to maintain a network of managed telesales representatives in the region.
	We utilize our call centers in the United States and United Kingdom and a network of managed telesales representatives in Canada to fulfill certain contracts. We also utilized our former operations based in Manila prior to their sale in December 2012. See Note 3 for more details regarding our former Manila operations. In June 2012, we began providing telesales services throughout Latin America utilizing a strategic partner located in the Dominican Republic.
Foreign Currency Translation	'
	Foreign Currency Translation
	The functional currency of our foreign subsidiaries was determined to be their respective local currencies (Canadian Dollar, Great Britain Pound and Philippine Peso). Foreign currency assets and liabilities are translated at the current exchange rates at the balance sheet date. Revenues and expenses are translated at weighted average exchange rates in effect during the period. The related unrealized gains and losses from foreign currency translation are recorded in accumulated other comprehensive loss as a separate component of stockholders’ equity in the consolidated balance sheet and the consolidated statement of comprehensive loss. For continuing operations, net gains and losses resulting from foreign exchange transactions are included in interest and other expense, net, in the consolidated statements of comprehensive loss.
Recent Accounting Standards	'
	Recent Accounting Standards
	In February 2013, the FASB issued ASU No. 2013-02 - Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This update improves the reporting of reclassifications out of accumulated other comprehensive income by requiring an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety from accumulated other comprehensive income to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. We adopted this standard in the first quarter of 2013. Adoption of this standard did not have any material impact on our financial position, results of operations or cash flows.
	In March 2013, the FASB issued ASU No. 2013-05 – Foreign Currency Matters. This update requires that an entity should release cumulative currency translation adjustments to net income when the entity ceases to have controlling financial interest in a foreign entity or a group of financial assets in a foreign entity. This new guidance is effective for the first reporting period beginning after December 15, 2013. We adopted this standard in the fourth quarter of 2012 in accounting for the sale of RSL.

SUMMARY_OF_SIGNIFICANT_ACCOUNT2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
Summary of cash and cash equivalents	'
	The following is a summary of our cash and cash equivalents at September 30, 2013 and December 31, 2012 (in thousands):
		September 30,		December 31,
		2013		2012
	Cash and cash equivalents:
	Cash	$	2,525	$	2,854
	Money market funds	1,641		1,640
	Total cash and cash equivalents	$	4,166	$	4,494

NET_LOSS_PER_SHARE_Tables

NET LOSS PER SHARE (Tables)	9 Months Ended
	Sep. 30, 2013
Earnings Per Share [Abstract]	'
Calculation of basic and diluted net loss per common share	'
	The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data):
		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2013			2012			2013			2012
	Net loss from continuing operations	$	(3,587	)	$	(944	)	$	(9,999	)	$	(3,044	)
	Net income (loss) from discontinued operations	(34		)	(706		)	53			(2,692		)
	Net loss	$	(3,621	)	$	(1,650	)	(9,946		)	(5,736		)
	Weighted-average shares of common stock outstanding – basic and diluted	40,684			27,066			35,566			27,013
	Basic and diluted net income (loss) per share:
	Continuing operations	$	(0.09	)	$	(0.03	)	$	(0.28	)	$	(0.11	)
	Discontinued operations	—			(0.03		)	—			(0.10		)
	Net loss	$	(0.09	)	$	(0.06	)	$	(0.28	)	$	(0.21	)

DISCONTINUED_OPERATIONS_Tables

DISCONTINUED OPERATIONS (Tables)	9 Months Ended
	Sep. 30, 2013
Discontinued Operations and Disposal Groups [Abstract]	'
Income statement and balance sheet disclosures for discontinued operations	'
	Income (loss) from discontinued operations, net of income taxes, for all periods presented are as follows, (in thousands):
		Three Months Ended September 30,						Nine Months Ended September 30,
		2013			2012			2013			2012
	Revenue	$	—		$	2,766		$	158		$	7,873
	Cost of services	34			3,100			36			8,811
	Gross profit	(34		)	(334		)	122			(938		)
	Operating expenses	—			320			—			1,680
	Non-operating (income) expenses	—			52			—			74
	Income (loss) from discontinued operations	(34		)	(706		)	122			(2,692		)
	Loss on disposal of discontinued operations	—			—			(69		)	—
	Net Income (loss) from discontinued operations	$	(34	)	$	(706	)	$	53		$	(2,692	)

PROPERTY_AND_EQUIPMENT_Tables

PROPERTY AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2013
Property, Plant and Equipment [Abstract]	'
Components of property and equipment	'
	Property and equipment consists of the following (in thousands):
		Estimated	September 30,			December 31,
		Useful Life	2013			2012
	Computer equipment	3 years	$	3,961		$	3,974
	Capitalized software and development	2-5 years	14,769			13,686
	Furniture and fixtures	5 years	293			437
	Leasehold improvements	Lease term	121			232
			19,144			18,329
	Accumulated depreciation and amortization		(16,666		)	(16,015		)
	Construction in process (1)		351			141
	Property and equipment, net		$	2,829		$	2,455
	_____________
	-1	Construction in process at September 30, 2013 consists primarily of costs incurred to further develop and enhance our e-Commerce platform. Estimated cost to complete these projects is in the range of $215,000 to $235,000, subject to future revisions.

LONGTERM_DEBT_OBLIGATIONS_Tabl

LONG-TERM DEBT OBLIGATIONS (Tables)	9 Months Ended
	Sep. 30, 2013
Debt Disclosure [Abstract]	'
Components of long-term debt	'
	Long-term debt consists of the following (in thousands):
		September 30,			December 31,
		2013			2012
	Comerica term loan	$	2,100		$	3,000
	Comerica revolving line	1,230			1,493
	Notes payable – insurance	—			34
	Total notes payable	3,330			4,527
	Less: current portion	(2,430		)	(2,727		)
	Total notes payable, less current portion	$	900		$	1,800

FAIR_VALUE_MEASUREMENTS_Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2013
Fair Value Disclosures [Abstract]	'
Summary of the activity of the fair value of the Level 3 liabilities	'
	A summary of the activity of the fair value of the Level 3 liabilities for the three months ended September 30, 2013 and 2012 is as follows (in thousands):
		Beginning			Transfers In (Out)			Loss on Fair			Ending Fair
		Fair Value of						Value Re-			Value of
		Level 3						measurement			Level 3
		Liabilities									Liabilities
	2013
	Common stock warrant liability	$	134		$	—		$	66		$	200
	2012
	Common stock warrant liability	$	495		$	—		$	337		$	832
	A summary of the activity of the fair value of the Level 3 liabilities for the nine months ended September 30, 2013 and 2012 is as follows (in thousands):
		Beginning			Transfers In (Out)			Loss (Gain) on Fair			Ending Fair
		Fair Value of						Value Re-			Value of
		Level 3						measurement			Level 3
		Liabilities									Liabilities
	2013
	Common stock warrant liability	$	348		$	—		$	(148	)	$	200
	2012
	Contingent consideration — Optima (1)	$	225		$	(225	)	$	—		$	—
	Common stock warrant liability	$	517		$	—		$	315		$	832
	____________
	-1	The contingent consideration paid under the Optima stock purchase agreement was $225,000 based on the achievement of certain performance metrics for the calendar year ended December 31, 2011. The contingent consideration payment was transferred from our Level 3 fair value measurements once the final calculation was determinable. The liability was settled in April 2012 in accordance with the guidelines of the Optima stock purchase agreement.
Fair value hierarchy for financial assets and liabilities measured at fair value on a recurring basis	'
	The following table represents the fair value hierarchy for our financial assets and liabilities held by us measured at fair value on a recurring basis (in thousands):
		Level 1			Level 2			Level 3
	September 30, 2013
	Assets:
	Money market funds (1)	$	1,641		$	—		$	—
	Liabilities:
	Common stock warrant liability (2)	$	—		$	—		$	200
	December 31, 2012
	Assets:
	Money market funds (1)	$	1,640		$	—		$	—
	Liabilities:
	Common stock warrant liability (2)	$	—		$	—		$	348
	____________
	-1	Money market funds are valued using active quoted market rates.
	-2	The fair value of our common stock warrant liability (see Note 8 - Stockholders' Equity) is determined using the Black–Scholes valuation method utilizing the quoted price of our common stock in an active market. Volatility is estimated based on the historical market activity of our stock. The expected life is based on the remaining contractual term of the warrants and the risk free interest rate is based on the implied yield available on U.S. Treasury Securities with a maturity equivalent to the warrants' remaining contractual term. See detailed inputs below.
Assumptions used to measure the accrued warrant liability	'
	The following are the assumptions used to measure the warrant liability at September 30, 2013 and December 31, 2012, which were determined in a manner consistent with that described for stock option awards as set forth in Note 8:
		September 30,		December 31,
		2013		2012
	Expected life in years	2.75		3.5
	Volatility	84.57	%	65.99	%
	Risk-free interest rate	0.63	%	0.34	%
	Dividend rate	—	%	—	%

STOCKHOLDERS_EQUITY_Tables

STOCKHOLDERS' EQUITY (Tables)	9 Months Ended
	Sep. 30, 2013
Equity [Abstract]	'
Stock-based compensation expense	'
	The table below reflects stock-based compensation expense for the three and nine months ended September 30, 2013 and 2012 (in thousands):
		Three Months Ended							Nine Months Ended
		September 30,							September 30,
		2013			2012				2013		2012
	Stock-based compensation expense included in:
	Cost of services	$	24		$	24			$	57	$	77
	Sales and marketing	15			12				136		34
	Technology and development	59			32				157		75
	General and administrative	126			149				1,002		421
		$	224		$	217			$	1,352	$	607
Weighted average valuation assumptions for stock option awards and forfeiture rates used for the expense calculations for stock option and restricted stock awards	'
	During the nine months ended September 30, 2013 and 2012, the weighted average valuation assumptions for stock option awards and forfeiture rates used for the expense calculations for stock option and restricted stock awards were as follows:
		Nine Months Ended
		September 30,
		2013		2012
	Expected life in years	3.94		3.76
	Volatility	75.16	%	65.99	%
	Risk-free interest rate	0.5	%	0.44	%
	Dividend rate	—	%	—	%
	Forfeiture Rates:
	Options	21.66	%	27.61	%
	Restricted stock	15.9	%	15.04	%
Summary of activity under equity incentive plan	'
	A summary of activity under our 2003 Plan and 2012 Plan for the nine months ended September 30, 2013 is as follows (in thousands):
				Options Outstanding
		Available		Number of			Weighted
		for Grant		Options			Average
							Exercise
							Price
	Balance at December 31, 2012	810		1,169			$	1.25
	Authorized	2,575		—			—
	Options granted	(2,105	)	2,105			0.45
	Restricted stock awards granted	(1,518	)	—			—
	Options exercised	—		(5	)		0.81
	Options canceled	318		(318	)		1.41
	Restricted stock awards forfeited	413		—			—
	Balance at September 30, 2013	493		2,951			$	0.66
Summary of restricted stock award activity	'
	The following table summarizes the activity with regard to restricted stock awards during the nine months ended September 30, 2013. Restricted stock awards are issued from the 2003 Plan and 2012 Plan and any issuances reduce the shares available for grant as indicated in the previous table. Restricted stock awards are valued at the closing market price of our stock on the date of the grant (in thousands).
		Number of		Weighted Average
		Shares		Grant Price
	Balance of nonvested shares at December 31, 2012	2,255		$	0.8
	Granted	1,518		0.7
	Vested	(1,929	)	0.55
	Forfeited	(413	)	0.95
	Balance of nonvested shares at September 30, 2013	1,431		$	0.68

SUMMARY_OF_SIGNIFICANT_ACCOUNT3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Going Concern (Details) (USD $)	3 Months Ended		9 Months Ended				0 Months Ended	1 Months Ended
Share data in Millions, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012	Dec. 31, 2011	Apr. 05, 2013	Jun. 30, 2011	Oct. 30, 2013
							Common stock	Common stock	Agility
									Subsequent event
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'	'	'	'	'	'	'	'	'
Net loss from continuing operations	$3,587,000	$944,000	$9,999,000	$3,044,000	'	'	'	'	'
Net cash used in operating activities from continuing operations	'	'	2,938,000	560,000	'	'	'	'	'
Working capital deficit	10,000,000	'	10,000,000	'	'	'	'	'	'
Cash and cash equivalents	4,166,000	4,425,000	4,166,000	4,425,000	4,494,000	8,490,000	'	'	'
Accounts receivable, net	4,159,000	'	4,159,000	'	3,720,000	'	'	'	'
Long-term debt	3,300,000	'	3,300,000	'	'	'	'	'	'
Repayment of debt on December 14, 2013	1,200,000	'	1,200,000	'	'	'	'	'	'
Repayment of debt in next twelve months	1,200,000	'	1,200,000	'	'	'	'	'	'
Current borrowing capacity	'	'	'	'	'	'	'	'	500,000
Accounts payable	10,620,000	'	10,620,000	'	7,159,000	'	'	'	'
Accounts payable related to merchant account of customer	8,700,000	'	8,700,000	'	'	'	'	'	'
Equity Offering:	'	'	'	'	'	'	'	'	'
Stock issued during period (in shares)	'	'	'	'	'	'	13	3.7	'
Proceeds from issuance of common stock, gross	'	'	'	'	'	'	$5,800,000	$3,900,000	'

SUMMARY_OF_SIGNIFICANT_ACCOUNT4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents, and Allowance for Doubtful Accounts (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2012	Dec. 31, 2011	Sep. 30, 2013	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2013	Dec. 31, 2012
In Thousands, unless otherwise specified					Maximum	Cash	Cash	Money market funds	Money market funds
Cash and cash equivalents:	'	'	'	'	'	'	'	'	'
Original maturity term of investments considered to be cash and cash equivalents	'	'	'	'	'3 months	'	'	'	'
Cash and cash equivalents	$4,166	$4,494	$4,425	$8,490	'	$2,525	$2,854	$1,641	$1,640
Allowance for doubtful accounts	'	'	'	'	'	'	'	'	'
Allowance for doubtful accounts	$11	$15	'	'	'	'	'	'	'

SUMMARY_OF_SIGNIFICANT_ACCOUNT5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment, Goodwill and Other intangible Assets (Details) (USD $)	9 Months Ended	12 Months Ended	9 Months Ended	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013
	segment	segment	Computer equipment	Internal use software	Internal use software	Internal use software	Internal use software	Minimum	Minimum	Maximum	Maximum
		reporting_unit						Computer equipment	Internal use software	Computer equipment	Internal use software
Property and equipment:	'	'	'	'	'	'	'	'	'	'	'
Useful life of property and equipment	'	'	'3 years	'	'	'	'	'2 years	'2 years	'5 years	'5 years
Internal use software cost capitalization	'	'	'	$624,000	$320,000	$1,294,000	$846,000	'	'	'	'
Goodwill and other intangible assets	'	'	'	'	'	'	'	'	'	'	'
Goodwill, accumulated impairment loss	11,500,000	11,500,000	'	'	'	'	'	'	'	'	'
Number of operating segments	1	1	'	'	'	'	'	'	'	'	'
Number of reportable segments	1	1	'	'	'	'	'	'	'	'	'
Goodwill	$5,334,000	$5,337,000	'	'	'	'	'	'	'	'	'

SUMMARY_OF_SIGNIFICANT_ACCOUNT6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition, and Income Taxes (Details) (USD $)	9 Months Ended	12 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Income taxes	'	'
Deferred tax assets, gross	$31.90	$31.80
Valuation allowance percentage	100.00%	100.00%
Minimum | Subscription arrangement	'	'
Deferred revenue arrangement:	'	'
Term in which deferred revenue will be recognized	'1 year	'
Maximum | Subscription arrangement	'	'
Deferred revenue arrangement:	'	'
Term in which deferred revenue will be recognized	'5 years	'

SUMMARY_OF_SIGNIFICANT_ACCOUNT7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of Credit Risk and Credit Evaluations (Details) (USD $)

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

In Thousands, unless otherwise specified

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2013

Sep. 30, 2013

Dec. 31, 2012

Sep. 30, 2012

Sales revenue, services, net

Sales revenue, services, net

Sales revenue, services, net

Sales revenue, services, net

Microsoft

Microsoft

Microsoft

Microsoft

Microsoft

Symantec

Symantec

Symantec

Symantec

Symantec

Hewlett-Packard

Hewlett-Packard

Hewlett-Packard

Hewlett-Packard

Hewlett-Packard

Sales revenue, services, net

General and administrative

Unrecorded chargebacks

Unrecorded chargebacks

Unrecorded chargebacks

Customer concentration risk

Customer concentration risk

Customer concentration risk

Customer concentration risk

Customer concentration risk

Sales revenue, services, net

Sales revenue, services, net

Sales revenue, services, net

Sales revenue, services, net

Customer concentration risk

Sales revenue, services, net

Sales revenue, services, net

Sales revenue, services, net

Sales revenue, services, net

Customer concentration risk

Sales revenue, services, net

Sales revenue, services, net

Sales revenue, services, net

Sales revenue, services, net

clients

clients

clients

clients

Customer concentration risk

Customer concentration risk

Customer concentration risk

Customer concentration risk

Customer concentration risk

Customer concentration risk

Customer concentration risk

Customer concentration risk

Customer concentration risk

Customer concentration risk

Customer concentration risk

Customer concentration risk

Concentrations of credit risk and credit evaluations:

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Prior Period Reclassification Adjustment

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

$38

$420

$458

$165

$293

Number of significant clients

3

3

3

3

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Concentration risk percentage

'

'

'

'

'

42.00%

37.00%

41.00%

35.00%

'

26.00%

18.00%

25.00%

20.00%

'

12.00%

11.00%

10.00%

11.00%

'

'

'

'

'

Duration of notice needed to terminate agreement

'

'

'

'

'30 days

'

'

'

'

'90 days

'

'

'

'

'60 days

'

'

'

'

'

'

'

'

'

SUMMARY_OF_SIGNIFICANT_ACCOUNT8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Segment Reporting, and Related Party Transactions (Details) (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Apr. 05, 2013
	segment	segment	Board of directors members and CEO
Related party transactions:	'	'	'
Share purchases from related party (in shares)	'	'	500,025
Purchase price (USD per share)	'	'	$0.45
Segment reporting	'	'	'
Number of operating segments	1	1	'

NET_LOSS_PER_SHARE_Details

NET LOSS PER SHARE (Details) (USD $)	3 Months Ended		9 Months Ended
In Thousands, except Share data, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Earnings Per Share [Abstract]	'	'	'	'
Net loss from continuing operations	($3,587)	($944)	($9,999)	($3,044)
Net income (loss) from discontinued operations	-34	-706	53	-2,692
Net loss	($3,621)	($1,650)	($9,946)	($5,736)
Weighted-average shares of common stock outstanding - basic and diluted (in shares)	40,684,000	27,066,000	35,566,000	27,013,000
Basic and diluted net income (loss) per share:	'	'	'	'
Continuing operations (USD per share)	($0.09)	($0.03)	($0.28)	($0.11)
Discontinued operations (USD per share)	$0	($0.03)	$0	($0.10)
Net loss (USD per share)	($0.09)	($0.06)	($0.28)	($0.21)
Antidilutive securities excluded from earnings per share (in shares)	4,500,000	3,500,000	5,000,000	3,600,000

DISCONTINUED_OPERATIONS_Detail

DISCONTINUED OPERATIONS (Details) (USD $)	0 Months Ended	3 Months Ended		9 Months Ended
	Dec. 17, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Losses from discontinued operations:	'	'	'	'	'
Net Income (loss) from discontinued operations	'	($34,000)	($706,000)	$53,000	($2,692,000)
RSL	'	'	'	'	'
Discontinued operations:	'	'	'	'	'
Stock acquired by purchaser, percent	100.00%	'	'	'	'
Proceeds from divestiture	845,000	'	'	'	'
Additional consideration	'	300,000	'	300,000	'
Losses from discontinued operations:	'	'	'	'	'
Revenue	'	0	2,766,000	158,000	7,873,000
Cost of services	'	34,000	3,100,000	36,000	8,811,000
Gross profit	'	-34,000	-334,000	122,000	-938,000
Operating expenses	'	0	320,000	0	1,680,000
Non-operating (income) expenses	'	0	52,000	0	74,000
Income (loss) from discontinued operations	'	-34,000	-706,000	122,000	-2,692,000
Loss on disposal of discontinued operations	'	0	0	-69,000	0
Net Income (loss) from discontinued operations	'	($34,000)	($706,000)	$53,000	($2,692,000)

PROPERTY_AND_EQUIPMENT_Details

PROPERTY AND EQUIPMENT (Details) (USD $)	9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013		Dec. 31, 2012
Components of property and equipment:	'		'
Property and equipment, gross	$19,144		$18,329
Accumulated depreciation and amortization	-16,666		-16,015
Construction in process	351	[1]	141	[1]
Property and equipment, net	2,829		2,455
Minimum	'		'
Components of property and equipment:	'		'
Construction in process, estimated cost to complete projects	215		'
Maximum	'		'
Components of property and equipment:	'		'
Construction in process, estimated cost to complete projects	235		'
Computer equipment	'		'
Property and equipment:	'		'
Useful life of property and equipment	'3 years		'
Components of property and equipment:	'		'
Property and equipment, gross	3,961		3,974
Computer equipment | Minimum	'		'
Property and equipment:	'		'
Useful life of property and equipment	'2 years		'
Computer equipment | Maximum	'		'
Property and equipment:	'		'
Useful life of property and equipment	'5 years		'
Capitalized software and development	'		'
Components of property and equipment:	'		'
Property and equipment, gross	14,769		13,686
Capitalized software and development | Minimum	'		'
Property and equipment:	'		'
Useful life of property and equipment	'2 years		'
Capitalized software and development | Maximum	'		'
Property and equipment:	'		'
Useful life of property and equipment	'5 years		'
Furniture and fixtures	'		'
Property and equipment:	'		'
Useful life of property and equipment	'5 years		'
Components of property and equipment:	'		'
Property and equipment, gross	293		437
Leasehold improvements	'		'
Components of property and equipment:	'		'
Property and equipment, gross	$121		$232
[1]	Construction in process at September 30, 2013 consists primarily of costs incurred to further develop and enhance our e-Commerce platform. Estimated cost to complete these projects is in the range of $215,000 to $235,000, subject to future revisions.

LONGTERM_DEBT_OBLIGATIONS_Long

LONG-TERM DEBT OBLIGATIONS - Long-term Debt (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Thousands, unless otherwise specified
Debt Instrument [Line Items]	'	'
Total notes payable	$3,330	$4,527
Less: current portion	-2,430	-2,727
Total notes payable, less current portion	900	1,800
Comerica Bank | Term loan | Secured debt | Comerica Bank Credit Facility	'	'
Debt Instrument [Line Items]	'	'
Total notes payable	2,100	3,000
Comerica Bank | Revolving credit facility | Secured debt | Comerica Bank Credit Facility	'	'
Debt Instrument [Line Items]	'	'
Total notes payable	1,230	1,493
AON Private Risk Management | Notes payable, other payables | Notes payable - insurance	'	'
Debt Instrument [Line Items]	'	'
Total notes payable	$0	$34

LONGTERM_DEBT_OBLIGATIONS_Come

LONG-TERM DEBT OBLIGATIONS - Comerica Bank Credit Facility (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012	Apr. 15, 2013	Jun. 14, 2012	Sep. 30, 2013	Dec. 31, 2012	Jun. 14, 2012	Sep. 30, 2013	Dec. 31, 2012	Jun. 14, 2012	Jun. 14, 2012
			Comerica Bank	Comerica Bank	Term loan	Term loan	Term loan	Revolving credit facility	Revolving credit facility	Revolving credit facility	Letter of credit
			Secured debt	Secured debt	Comerica Bank	Comerica Bank	Comerica Bank	Comerica Bank	Comerica Bank	Comerica Bank	Comerica Bank
			Comerica Bank Credit Facility	Comerica Bank Credit Facility	Secured debt	Secured debt	Secured debt	Secured debt	Secured debt	Secured debt	Secured debt
					Comerica Bank Credit Facility	Comerica Bank Credit Facility	Comerica Bank Credit Facility	Comerica Bank Credit Facility	Comerica Bank Credit Facility	Comerica Bank Credit Facility	Comerica Bank Credit Facility
							installments
Debt Instrument [Line Items]	'	'	'	'	'	'	'	'	'	'	'
Maximum borrowing capacity	'	'	'	$5,000,000	'	'	$3,000,000	'	'	$2,000,000	$500,000
Number of monthly installments of principal	'	'	'	'	'	'	30	'	'	'	'
Outstanding term loan	3,330,000	4,527,000	'	'	2,100,000	3,000,000	'	1,230,000	1,493,000	'	'
Percent of accounts receivable less credit issued used to determine the borrowing base	'	'	'	'	'	'	'	'	'	80.00%	'
Overformula amount	'	'	'	'	'	'	'	'	'	575,000	'
Borrowing availability	'	'	'	'	'	'	'	1,600,000	'	'	'
Stated interest rate	'	'	'	'	5.50%	'	2.25%	4.75%	'	1.50%	'
Covenant terms, unrestricted cash balance requirement with lender	'	'	'	$1,000,000	'	'	'	'	'	'	'
Minimum liquidity ratio	'	'	1	1.25	'	'	'	'	'	'	'

LONGTERM_DEBT_OBLIGATIONS_Agil

LONG-TERM DEBT OBLIGATIONS - Agility Capital Credit Facility (Details) (Subsequent event, Agility, USD $)	0 Months Ended
	Oct. 30, 2013
Subsequent event | Agility	'
Debt Instrument [Line Items]	'
Current borrowing capacity	$500,000
Maximum borrowing capacity	650,000
Borrowing based on percentage of eligible accounts receivable balances	0.3
Interest rate on advances	0.12
Interest rate on advances in case of payment default	0.18
Payment default fee	10,000
Additional fee for each subsequent 30 day period of default	$15,000
Stock issuable upon exercise of warrants (in shares)	216,667
Term until expiration	'7 years
Exercise price of warrants (USD per warrant)	0.45

LONGTERM_DEBT_OBLIGATIONS_Note

LONG-TERM DEBT OBLIGATIONS - Notes Payable Insurance (Details) (AON Private Risk Management, Notes payable, other payables, Notes payable - insurance, USD $)	Sep. 30, 2013	Aug. 13, 2012
In Thousands, unless otherwise specified		installments
AON Private Risk Management | Notes payable, other payables | Notes payable - insurance	'	'
Debt Instrument [Line Items]	'	'
Notes payable	$0	$62
Stated interest rate	'	6.07%
Number of monthly installments of principal	'	9

COMMITMENTS_AND_CONTINGENCIES_

COMMITMENTS AND CONTINGENCIES - Lease Commitments (Details) (Building)

9 Months Ended

0 Months Ended

0 Months Ended

1 Months Ended

3 Months Ended

9 Months Ended

1 Months Ended

Sep. 30, 2013

Sep. 30, 2012

Jul. 18, 2012

Oct. 02, 2009

Oct. 31, 2012

Feb. 01, 2013

Feb. 01, 2013

Jul. 02, 2013

Jul. 02, 2013

Sep. 30, 2011

Sep. 30, 2013

Sep. 30, 2013

Oct. 31, 2012

Sep. 30, 2013

USD ($)

USD ($)

Campbell, California, corporate headquarters

Campbell, California, corporate headquarters

Campbell, California, corporate headquarters

Campbell, California, corporate headquarters

Campbell, California, corporate headquarters

Campbell, California, corporate headquarters

Campbell, California, corporate headquarters

Austin, Texas

Austin, Texas

Austin, Texas

Godalming, United Kingdom

Godalming, United Kingdom

Notes payable to banks

Second amendment

Third amendment

Fourth amendment

Fourth amendment

Fifth amendment

Fifth amendment

USD ($)

Lease contract termination

Lease contract termination

GBP (£)

USD ($)

Standby letter of credit

sqft

USD ($)

Notes payable to banks

USD ($)

Notes payable to banks

sqft

USD ($)

USD ($)

sqft

USD ($)

sqft

Standby letter of credit

sqft

Standby letter of credit

USD ($)

USD ($)

Lease commitments:

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Area of leased space (in sqft)

'

'

'

16,430

'

'

'

6,771

'

21,388

'

'

5,000

'

Duration of lease

'

'

'

'

'3 years

'

'

'

'

'24 months

'

'

'30 months

'

Square footage adjustment to leased asset (in sqft)

'

'

'

'

'

3,936

'

'

'

'

'

'

'

'

Gross rent in first year of lease

'

'

'

'

'

$365,000

'

$536,000

'

'

'

'

'

'

Operating Leases, Base Rent in Current Lease Year, Net of Discount

'

'

'

'

'

321,000

'

'

'

'

'

'

'

'

Annual percentage of gross rent increase

'

'

'

'

'

3.00%

'

3.00%

'

'

'

'

'

'

Security deposit liability

'

'

'

'

'

40,000

'

'

'

'

'

'

'

'

Guarantor obligation, maximum exposure

'

'

100,000

'

'

'

40,000

'

61,000

'

'

'

'

'

Annual rent expense due

'

'

'

'

'

'

'

'

'

212,000

'

'

'

'

Monthly rent expense due

'

'

'

'

'

'

'

'

'

18,000

'

'

'

'

Charges

'

'

'

'

'

'

'

'

'

'

19,000

169,000

'

'

Base rent in current lease year

'

'

'

'

'

'

'

'

'

'

'

'

28,000

43,000

Rent expense under operating leases

$398,000

$622,000

'

'

'

'

'

'

'

'

'

'

'

'

COMMITMENTS_AND_CONTINGENCIES_1

COMMITMENTS AND CONTINGENCIES - Guarantees (Details) (Building, Campbell, California, corporate headquarters, Standby letter of credit, Notes payable to banks, USD $)	Jul. 18, 2012	Feb. 01, 2013	Jul. 02, 2013
		Fourth amendment	Fifth amendment
Guarantees:	'	'	'
Guarantor obligation, maximum exposure	$100,000	$40,000	$61,000

COMMITMENTS_AND_CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES - Litigation (Details) (Breach of employement contract, Threatened litigation, USD $)	Feb. 08, 2013
In Millions, unless otherwise specified
Breach of employement contract | Threatened litigation	'
Litigation:	'
Estimate of possible loss	$1

FAIR_VALUE_MEASUREMENTS_Unobse

FAIR VALUE MEASUREMENTS - Unobservable Input Reconciliation (Details) (Level 3, USD $)	Dec. 31, 2011	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2012
In Thousands, unless otherwise specified	Measured at fair value on a recurring basis	Common stock warrant liability	Common stock warrant liability	Common stock warrant liability	Common stock warrant liability	Contingent consideration - Optima
	Optima
Unobservable input reconciliation:	'	'	'	'	'	'
Contingent consideration, fair value	$225	'	'	'	'	'
Summary of the activity of the fair value of the Level 3 liabilities:	'	'	'	'	'	'
Beginning Fair Value of Level 3 Liabilities	'	134	495	348	517	225	[1]
Transfers In (Out)	'	0	0	0	0	-225	[1]
Loss on Fair Value Re- measurement	'	66	337	-148	315	0	[1]
Ending Fair Value of Level 3 Liabilities	'	$200	$832	$200	$832	$0	[1]
[1]	The contingent consideration paid under the Optima stock purchase agreement was $225,000 based on the achievement of certain performance metrics for the calendar year ended December 31, 2011. The contingent consideration payment was transferred from our Level 3 fair value measurements once the final calculation was determinable. The liability was settled in April 2012 in accordance with the guidelines of the Optima stock purchase agreement.

FAIR_VALUE_MEASUREMENTS_Detail

FAIR VALUE MEASUREMENTS (Details) (USD $)	9 Months Ended		12 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013		Dec. 31, 2012
Common stock warrant	'		'
Assumptions used to measure the accrued warrant liability:	'		'
Expected life in years	'2 years 9 months		'3 years 6 months
Volatility	84.57%		65.99%
Risk-free interest rate	0.63%		0.34%
Dividend rate	0.00%		0.00%
Measured at fair value on a recurring basis | Level 1	'		'
Liabilities:	'		'
Common stock warrant liability	0	[1]	0	[1]
Measured at fair value on a recurring basis | Level 1 | Money market funds	'		'
Assets:	'		'
Money market funds	1,641	[2]	1,640	[2]
Measured at fair value on a recurring basis | Level 2	'		'
Liabilities:	'		'
Common stock warrant liability	0	[1]	0	[1]
Measured at fair value on a recurring basis | Level 2 | Money market funds	'		'
Assets:	'		'
Money market funds	0	[2]	0	[2]
Measured at fair value on a recurring basis | Level 3	'		'
Liabilities:	'		'
Common stock warrant liability	200		348	[1]
Measured at fair value on a recurring basis | Level 3 | Money market funds	'		'
Assets:	'		'
Money market funds	0	[2]	0	[2]
[1]	The fair value of our common stock warrant liability (see Note 8 - Stockholders' Equity) is determined using the Black–Scholes valuation method utilizing the quoted price of our common stock in an active market. Volatility is estimated based on the historical market activity of our stock. The expected life is based on the remaining contractual term of the warrants and the risk free interest rate is based on the implied yield available on U.S. Treasury Securities with a maturity equivalent to the warrants' remaining contractual term. See detailed inputs below.
[2]	Money market funds are valued using active quoted market rates.

STOCKHOLDERS_EQUITY_Equity_Off

STOCKHOLDERS' EQUITY - Equity Offering (Details) (USD $)	9 Months Ended		0 Months Ended	1 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Apr. 05, 2013	Jun. 30, 2011	Jun. 30, 2011	Jun. 30, 2011
			Common stock	Common stock	Common stock warrant	Common stock warrant, issued to placement agent
					warrant
Equity offering:	'	'	'	'	'	'
Stock issued during period (in shares)	'	'	13,000,000	3,700,000	'	'
Stock issuable upon exercise of warrants (in shares)	'	'	'	1,500,000	'	'
Proceeds from issuance of common stock, gross	'	'	$5,800,000	$3,900,000	'	'
Proceeds from issuance of common stock, net	$5,534,000	$0	$5,500,000	$3,300,000	'	'
Stock warrants issued during period (in warrants)	'	'	'	'	1,500,000	'
Term until expiration	'	'	'	'	'5 years	'5 years
Exercise price of warrants (USD per warrant)	'	'	'	'	1.4	1.05
Period until warrants become exercisable from issuance	'	'	'	'	'6 months	'6 months
Percentage of number of shares purchased	'	'	'	'	'	3.00%
Number of shares purchased by investors	'	'	'	110,000	'	'

STOCKHOLDERS_EQUITY_Stock_Comp

STOCKHOLDERS' EQUITY - Stock Compensation Narrative (Details) (USD $)

9 Months Ended

9 Months Ended

0 Months Ended

12 Months Ended

0 Months Ended

3 Months Ended

9 Months Ended

9 Months Ended

3 Months Ended

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2013

Sep. 30, 2012

Jun. 05, 2013

Dec. 31, 2012

Feb. 19, 2013

Sep. 30, 2013

Sep. 30, 2013

Sep. 30, 2013

Jun. 05, 2013

Sep. 30, 2013

Jun. 05, 2013

Sep. 30, 2013

Sep. 30, 2013

Sep. 30, 2013

Sep. 30, 2013

Restricted stock

Stock option

Stock option

2003 Plan

2003 Plan

2012 Plan

Common stock

Common stock

Common stock

Common stock

Common stock

Common stock

Members of the Board

Members of the Board

Nonemployee Directors

Nonemployee Directors

2003 Plan

2003 Plan

2003 Plan

2003 Plan

Restricted stock

Restricted stock

Maximum

Maximum

board_director_members

board_director_members

Share-based Compensation Arrangements:

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Shares paid for tax witholding

'

'

'

'

'

'

'

'

52,357

231,126

'

'

'

'

'

'

'

'

Payments related to tax witholding

$132,000

$233,000

'

'

'

'

'

'

$21,000

$132,000

'

'

'

'

'

'

'

'

Restricted stock awards granted in period (in shares)

'

'

'

'

'

'

'

'

'

'

'

'

'

'

650,000

'

100,000

'

Number of board of director members

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

4

'

2

Award vesting period

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'1 year

Fair value of shares granted in period

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

35,000

Stock-based compensation relating to unvested awards

1,600,000

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Current unvested and outstanding grants expected to be expensed in current year

131,000

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Dividend rate

'

'

'

0.00%

0.00%

'

'

'

'

'

'

'

'

'

'

'

'

'

Percentage limit to annual increase in total shares authorized

'

'

'

'

'

'

'

'

'

'

'

'

4.00%

4.00%

'

'

'

'

Limit to annual increase in total shares authroized (in shares)

'

'

'

'

'

'

'

'

'

'

1,000,000

1,000,000

'

2,000,000

'

'

'

'

Shares outstanding

'

'

'

'

'

'

28,428,000

'

'

'

'

'

'

'

'

'

'

'

Authorized (in shares)

2,575,000

'

'

'

'

1,200,000

1,000,000

375,000

'

'

'

'

'

'

'

'

'

'

Fair value of nonvested awards

'

'

$969,000

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

STOCKHOLDERS_EQUITY_Allocation

STOCKHOLDERS' EQUITY - Allocation of Share-based Compensation Expense (Details) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]	'	'	'	'
Stock-based compensation	$224	$217	$1,352	$607
Cost of services	'	'	'	'
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]	'	'	'	'
Stock-based compensation	24	24	57	77
Sales and marketing	'	'	'	'
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]	'	'	'	'
Stock-based compensation	15	12	136	34
Technology and development	'	'	'	'
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]	'	'	'	'
Stock-based compensation	59	32	157	75
General and administrative	'	'	'	'
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]	'	'	'	'
Stock-based compensation	$126	$149	$1,002	$421

STOCKHOLDERS_EQUITY_Valuation_

STOCKHOLDERS' EQUITY - Valuation Assumptions (Details)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Stock option	'	'
Share-based Compensation Arrangements:	'	'
Expected life in years	'3 years 11 months 8 days	'3 years 9 months 3 days
Volatility	75.16%	65.99%
Risk-free interest rate	0.50%	0.44%
Dividend rate	0.00%	0.00%
Forfeiture rate	21.66%	27.61%
Restricted stock	'	'
Share-based Compensation Arrangements:	'	'
Forfeiture rate	15.90%	15.04%

STOCKHOLDERS_EQUITY_Options_Ac

STOCKHOLDERS' EQUITY - Options Activity (Details) (USD $)	9 Months Ended
	Sep. 30, 2013
Available for Grant	'
Balance at beginning of period (in shares)	810,000
Authorized (in shares)	2,575,000
Balance at end of period (in shares)	493,000
Stock option	'
Available for Grant	'
Options granted (in shares)	-2,104,930
Options canceled (in shares)	318,298
Number of Options	'
Balance at beginning of period (in shares)	1,168,803
Options granted (in shares)	2,104,930
Options exercised (in shares)	-4,895
Options canceled (in shares)	-318,298
Balance at end of period (in shares)	2,951,000
Weighted Average Exercise Price	'
Weighted average exercise price, beginning of period (USD per share)	1.25
Options granted (USD per share)	0.45
Options exercised (USD per share)	0.81
Options canceled (USD per share)	1.41
Weighted average exercise price, end of perido (USD per share)	0.66
Restricted stock	'
Available for Grant	'
Restricted stock awards granted (in shares)	-1,517,857
Restricted stock awards forfeited (in shares)	413,250

STOCKHOLDERS_EQUITY_Restricted

STOCKHOLDERS' EQUITY - Restricted Stock Activity (Details) (Restricted stock, USD $)	9 Months Ended
	Sep. 30, 2013
Restricted stock	'
Number of Shares	'
Balance at beginning of period (in shares)	2,254,688
Granted (in shares)	1,517,857
Vested (in shares)	-1,928,670
Forfeited (in shares)	-413,250
Balance at end of period (in shares)	1,431,000
Weighted Average Grant Price	'
Balance at beginning of period (USD per share)	$0.80
Granted (USD per share)	$0.70
Vested (USD per share)	$0.55
Forfeited (USD per share)	$0.95
Balance at end of period (USD per share)	$0.68

SUBSEQUENT_EVENTS_Details

SUBSEQUENT EVENTS (Details) (Agility, Subsequent event, USD $)	Oct. 30, 2013
Agility | Subsequent event	'
Subsequent events:	'
Current borrowing capacity	$500,000
Maximum borrowing capacity	$650,000