SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Notes) | 12 Months Ended |
Dec. 31, 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. The Company has two business groups. Our Global Client Services division combines sales and marketing services designed to increase revenue on behalf of our clients. We have solution offerings consisting of service sales and renewals, “Click-to-Cash” or lead development, and sophisticated, high end global call center services. We have developed an integrated solution, the Rainmaker Revenue Delivery PlatformSM, that combines specialized sales and marketing services coupled with our proprietary, renewals software and business analytics. |
Our ViewCentral business provides an end-to-end solution for managing and delivery of training and certification programs, or training-as-a-business, for corporations. The ViewCentral Learning Management System platform is a SaaS, cloud based, on-demand, training management system, available 24x7 with no software installation. This self-service platform is highly configurable, so our customers utilize only the modules they need, branded as they choose. Designed specifically to automate time-consuming manual administration and to maximize training participation, the ViewCentral suite contains tools for before, during and after course delivery. |
Our strategy for long-term, sustained growth is to maintain and improve our position as a leading global provider of B2B sales and marketing solutions in selected markets. A key aspect of this enhanced solution is to provide our clients a way to partner with Rainmaker on a scalable, repeatable and reliable sales model. This enables our clients to turn customer contacts into revenue generating opportunities while simplifying otherwise complex sales and marketing needs. We operate as a seamless extension of our clients' sales and marketing teams incorporating their brands and trademarks and leveraging business practices to amplify existing efforts. |
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 |
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 and its operating activities are segregated from the Company's continuing operations including within the consolidated statement of comprehensive loss, and classified solely under the caption loss from discontinued operations, net of tax. As such, certain amounts reported in the accompanying financial statements for 2011 have been retrospectively revised to conform to the 2012 and 2013 presentation. There were no other reclassifications that had a material effect on the previously reported results of operations, total assets or accumulated deficit which are included in the accompanying financial statements. |
Going Concern |
As reflected in the accompanying consolidated financial statements, we had a net loss from continuing operations of $21.0 million and $4.0 million for the years ended December 31, 2013 and 2012, respectively. During the year ended December 31, 2013, we used $3.2 million in operating activities from continuing operations. |
At December 31, 2013, the Company had a net working capital deficit of $14.5 million and our principal source of liquidity consisted of $3.6 million of cash and cash equivalents and $3.6 million of net accounts receivable. Our debt balance as of December 31, 2013 was $3.6 million, of which $3.0 million is due to Comerica Bank on May 1, 2014 and $500,000 due to Agility Capital II, LLC on May 1, 2014, commensurate with the Comerica Credit Facility. See Note 6 for further discussion of our debt agreements. Our accounts payable balance increased from $7.2 million as of December 31, 2012 to $13.0 million as of December 31, 2013. $11.1 million of the December 31, 2013 accounts payable balance is related to a merchant account of a customer that has elected not to renew its contract. |
In April 2013, we issued and sold 13.0 million shares of our common stock in a registered direct offering and raised gross cash proceeds of approximately $5.8 million. In order to meet our operating requirements, we will need to raise additional capital from outside third parties or from the sale of non-strategic assets and restructure our debt. Additionally, we are pursuing a plan to achieve profitable operations through a combination of increased sales and decreased expenses. There can be no assurance that we will be successful in obtaining third party capital, selling non-strategic assets or restructuring our debt. We do not have adequate cash or financial resources to operate for the next twelve months without raising significant additional capital, which raises substantial doubt about our ability to continue as a going concern. |
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. Our ability 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 we are 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, allocation of purchase price in business combinations, fair value estimates for the expense of employee stock options and warrants and the assessment of recoverability and impairment of goodwill, intangible assets, fixed assets and commitments and contingencies. |
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 the quoted market prices at the balance sheet dates and approximates carrying value. |
The following is a summary of our cash and cash equivalents at December 31, 2013 and 2012 (in thousands): |
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| | | | | | | |
| December 31, |
| 2013 | | 2012 |
Cash and cash equivalents: | | | |
Cash | $ | 1,992 | | | $ | 2,854 | |
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Money market funds | 1,641 | | | 1,640 | |
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Total cash and cash equivalents | $ | 3,633 | | | $ | 4,494 | |
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Allowance for Doubtful Accounts |
We maintain allowances 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 December 31, 2013 and 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. The 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 develop the internal-use computer software and associated interest costs are capitalized. We capitalized approximately $1.5 million, $1.1 million and $1.3 million of such costs during the years ended December 31, 2013, 2012 and 2011, 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. For the year ended December 31, 2013, we recorded a charge of $2.3 million to impair long-lived assets. See Note 4 for further discussion of the impairment of long-lived 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 goodwill might be impaired. |
In our analysis of goodwill and other intangible assets, we apply the guidance of FASB ASC 350-20-35, Intangibles – Goodwill and Other-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. |
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. As of December 31, 2013 and 2012, we concluded that we have one operating and reportable segment and one reporting unit. |
As of December 31, 2013, we performed our annual goodwill impairment evaluation, as required under FASB ASC 350-20-35, and concluded that goodwill was impaired as the carrying value exceeded the estimated implied fair value and a charge of $5.4 million was recorded in the year ended December 31, 2013. At December 31, 2013 and 2012, we had approximately $0 and $5.3 million, respectively, in goodwill recorded on our consolidated balance sheets. At December 31, 2013 and 2012, we had accumulated impairment losses of $16.9 million and $11.5 million, respectively. |
Long-Lived Assets |
Long-lived assets including our purchased intangible assets are amortized over their estimated useful lives. In accordance with FASB ASC 360-10-35, long-lived assets, such as property, equipment and purchased intangibles subject to amortization, 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 would be separately presented on the balance sheet and reported at the lower of the 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 meet certain criteria for being held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. For the year ended December 31, 2013, we recorded a charge of $2.3 million to impair long-lived assets. See Note 4 for further discussion of the impairment of long-lived assets. |
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 our clients’ service contracts and maintenance renewals, (iii) lead development and other telesales services, and (iv) software subscriptions for hosted internet sales of web-based training. 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 is recognized when a purchase order from a client’s customer is received, the service or 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 represents 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. |
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In addition, we provide an allowance in accrued liabilities for the cancellation of service contracts that occurs within a specified time after the sale, which is typically less than 30 days. This amount is calculated based on historical results and constitutes a reduction of the net revenue we record for the commission we earn on the sale. |
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, outsourced call center services, 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. Bonuses and sales commissions will typically change in proportion to revenue or profitability. |
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 December 31, 2013 and 2012, we had gross deferred tax assets of $46.0 million and $31.8 million, respectively. At December 31, 2013 and 2012, the deferred tax assets were subject to a 100% valuation allowance and therefore are not recorded on our balance sheet 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, disclosure and transition. |
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 statement of comprehensive loss. There were immaterial amounts accrued for interest and penalties related to uncertain tax positions as of December 31, 2013, 2012 and 2011. |
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 operations. See Note 10 for further discussion of this standard and its effects on the 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 and trade accounts receivable. |
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 historically been immaterial, and such losses have been within management’s expectations. |
In the year ended December 31, 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 and the previously reported periods. |
In the year ended December 31, 2013, three clients each accounted for 10% or more of our net revenue, with Microsoft representing approximately 43% of our net revenue, Symantec representing approximately 24% of our net revenue and Hewlett-Packard representing approximately 10% of our net revenue. In the year ended December 31, 2012, three clients each accounted for 10% or more of our net revenue, with Microsoft representing approximately 35% of our net revenue, Symantec representing approximately 21% of our net revenue and Hewlett-Packard representing approximately 11% of our net revenue. In the year ended December 31, 2011, three clients each accounted for 10% or more of our net revenue, with Microsoft representing approximately 22% of our net revenue, Symantec representing approximately 21% of our net revenue and Hewlett-Packard representing approximately 14% of our net revenue. |
No individual client’s end-user customer accounted for 10% or more of our revenues in any period presented. |
As of December 31, 2013, three customers accounted for 10% or more of our net accounts receivable, with Symantec representing approximately 40% of our net accounts receivable, Microsoft representing approximately 25% of our net accounts receivable, and Hewlett-Packard representing approximately 11% of our net accounts receivable. As of December 31, 2012, three customers accounted for 10% or more of our net accounts receivable with Hewlett-Packard representing approximately 13% of our net accounts receivable, Symantec representing approximately 12% of our net accounts receivable and Comcast representing approximately 11% of our net accounts receivable. |
We have outsourced services agreements with our significant clients that expire at various dates ranging through March 2018. 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 2014 and March 2018 and can generally be terminated prior to expiration with sixty days notice. Symantec has elected not to renew its customer contracts with the Company, which expire on March 31, 2014. |
Fair Value of Financial Instruments |
The amounts reported as cash and cash equivalents, accounts receivable and accrued liabilities approximate fair value due to their short-term maturities. |
The amounts reported as fair value of notes payable are at carrying value at December 31, 2013 and 2012. Accounts payable and notes payable are estimated at December 31, 2013 to have a fair value, using Level 3 input assumptions, of $6.2 million and $3.6 million, respectively, for financial statement disclosure purposes only. At December 31, 2012 the carrying value of notes payable approximated fair value. |
Segment Reporting |
In accordance with FASB ASC 280, Segment Reporting, we concluded that we have one operating and reportable segment. |
Foreign Currency Translation |
The functional currency of our foreign subsidiaries was determined to be their respective local currencies (Canadian Dollar, Philippine Peso and Great Britain Pound). 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, consolidated statement of operations and comprehensive loss. Net gains and losses resulting from foreign exchange transactions are included in interest and other expense, net, in the consolidated statements of operations and comprehensive loss. |
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. |