Rainmaker Systems (VCTL) 10-Q 14 Aug 14 2014 Q2 Quarterly report Financial data

DOCUMENT_AND_ENTITY_INFORMATIO

DOCUMENT AND ENTITY INFORMATION	6 Months Ended
	Jun. 30, 2014	Aug. 08, 2014
Document and Entity Information [Abstract]	'	'
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-Jun-14	'
Document Fiscal Year Focus	'2014	'
Document Fiscal Period Focus	'Q2	'
Amendment Flag	'false	'
Entity Common Stock, Shares Outstanding	'	42,261,728

CONSOLIDATED_BALANCE_SHEETS_Un

CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $)	Jun. 30, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
Current assets:	'	'
Cash and cash equivalents	$568	$3,633
Restricted cash	61	3
Accounts receivable, net of allowance of $19 and $11, respectively	1,786	3,554
Prepaid expenses and other current assets	1,063	1,618
Total current assets	3,478	8,808
Property and equipment, net	1,068	691
Other non-current assets	1,308	840
Total assets	5,854	10,339
Current liabilities:	'	'
Accounts payable	15,620	13,042
Accrued compensation and benefits	643	1,001
Other accrued liabilities	2,892	3,665
Deferred revenue	2,182	1,965
Notes payable	1,420	3,641
Total current liabilities	22,757	23,314
Deferred tax liability	26	26
Deferred revenue, less current portion	2,226	1,629
Common stock warrant liability	76	93
Other long-term liabilities	118	172
Total liabilities	25,203	25,234
Commitments and contingencies	'	'
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, 43,894 shares issued and 42,574 shares outstanding at June 30, 2014 and 43,795 shares issued and 41,495 shares outstanding at December 31, 2013	43	41
Additional paid-in capital	136,641	137,445
Accumulated deficit	-154,030	-149,169
Accumulated other comprehensive loss	-372	-336
Treasury stock, at cost; 1,320 shares at June 30, 2014 and 2,300 shares at December 31, 2013	-1,631	-2,876
Total stockholders’ deficit	-19,349	-14,895
Total liabilities and stockholders’ deficit	$5,854	$10,339

CONSOLIDATED_BALANCE_SHEET_Una

CONSOLIDATED BALANCE SHEET (Unaudited) (Parentheticals) (USD $)	Jun. 30, 2014	Dec. 31, 2013
In Thousands, except Share data, unless otherwise specified
Statement of Financial Position [Abstract]	'	'
Accounts receivable, allowance	$19	$11
Preferred stock, par value (USD per share)	$0.00	$0.00
Preferred stock, authorized (in shares)	5,000,000	5,000,000
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)	50,000,000	50,000,000
Common stock, issued (in shares)	43,894,000	43,795,000
Common stock, oustanding (in shares)	42,574,000	41,495,000
Treasury stock (in shares)	1,320,000	2,300,000

CONSOLIDATED_STATEMENTS_OF_COM

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (USD $)	3 Months Ended		6 Months Ended
In Thousands, except Per Share data, unless otherwise specified	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Net revenue	$3,131	$4,730	$7,257	$9,386
Cost of services	2,960	3,200	6,234	6,316
Gross profit	171	1,530	1,023	3,070
Operating expenses:	'	'	'	'
Sales and marketing	879	852	1,815	1,517
Technology and development	842	1,340	1,740	2,381
General and administrative	739	1,771	1,877	4,751
Depreciation and amortization	84	439	168	845
Total operating expenses	2,544	4,402	5,600	9,494
Operating loss	-2,373	-2,872	-4,577	-6,424
(Gain) loss due to change in fair value of warrant liability	0	11	-17	-214
Interest and other expense, net	169	53	268	146
Loss before income tax expense	-2,542	-2,936	-4,828	-6,356
Income tax expense	6	25	33	55
Net loss from continuing operations	-2,548	-2,961	-4,861	-6,411
Net income (loss) from discontinued operations, net of tax	0	-69	0	87
Net loss	-2,548	-3,030	-4,861	-6,324
Foreign currency translation adjustments	-25	-86	-36	-172
Comprehensive loss	($2,573)	($3,116)	($4,897)	($6,496)
Basic and diluted net income (loss) per share:	'	'	'	'
Net loss from continuing operations (USD per share)	($0.06)	($0.08)	($0.12)	($0.19)
Net income (loss) from discontinued operations (USD per share)	$0	$0	$0	$0
Net loss (USD per share)	($0.06)	($0.08)	($0.12)	($0.19)
Weighted average common shares - Basic and diluted (in shares)	41,893	39,124	41,877	32,964

CONSOLIDATED_STATEMENTS_OF_CAS

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $)	6 Months Ended
In Thousands, unless otherwise specified	Jun. 30, 2014	Jun. 30, 2013
Operating activities:	'	'
Net loss	($4,861)	($6,324)
Adjustment for income from discontinued operations, net of tax	0	-87
Adjustment to reconcile net loss to net cash provided by operating activities:	'	'
Depreciation and amortization of property and equipment	168	845
Amortization of debt discount	86	0
Gain due to change in fair value of warrant liability	-17	-214
Stock-based compensation expense	247	1,128
Provision for allowance for doubtful accounts	8	13
Provision for allowances for other assets	0	280
Changes in operating assets and liabilities:	'	'
Accounts receivable	1,785	151
Prepaid expenses and other assets	73	-27
Accounts payable	2,582	785
Accrued compensation and benefits	-378	512
Other accrued liabilities	-635	-261
Deferred tax liability	0	29
Deferred revenue	814	-120
Net cash used in continuing operations	-128	-3,290
Net cash provided by discontinued operations	0	87
Net cash used in operating activities	-128	-3,203
Investing activities:	'	'
Purchases of property and equipment	-540	-873
Change in restricted cash, net	0	14
Net cash used in continuing operations	-540	-859
Net cash used in discontinued operations	0	0
Net cash used in investing activities	-540	-859
Financing activities:	'	'
Proceeds from issuance of common stock	0	5,534
Proceeds from borrowings	35	200
Repayment of borrowings	-2,342	-987
Restricted cash related to borrowings	-58	0
Tax payments in connection with treasury stock surrendered	-5	-111
Net cash provided by (used in) continuing operations	-2,370	4,636
Net cash provided by discontinued operations	0	0
Net cash provided by (used in) financing activities	-2,370	4,636
Effect of exchange rate changes on cash	-27	-98
Net increase (decrease) in cash and cash equivalents	-3,065	476
Cash and cash equivalents at beginning of period	3,633	4,494
Cash and cash equivalents at end of period	568	4,970
Supplemental disclosures of cash flow information:	'	'
Cash paid for interest	98	114
Cash paid for income taxes	16	4
Supplemental disclosures of non-cash investing and financing activities:	'	'
Retirement of fully depreciated property and equipment	0	291
Common stock issued in settlement of claim	$200	$0

SUMMARY_OF_SIGNIFICANT_ACCOUNT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'
	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	Business
	Rainmaker Systems, Inc. and its subsidiaries ("Rainmaker", "we", "our", or "the Company") is focused on serving large business enterprises to help them increase sales to small and medium sized businesses ("SMB"). The Company's services include lead generation services, SMB sales and contract renewals and the management of outside training for profit.
	We have developed an integrated solution, the Rainmaker Revenue Delivery PlatformSM, that combines specialized sales and marketing services with our proprietary, renewals software and business analytics. Our services include marketing strategy development, personalized renewals or subscription e-commerce and microsite creation and hosting, inbound and outbound e-mail, direct mail, chat, and high-end global call center services.
	Our ViewCentral SaaS platform provides an end-to-end solution for the management and delivery of training and certification programs, or training-as-a-business, for corporations. The ViewCentral Learning Management System ("LMS") 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.
	We are headquartered in the Silicon Valley in Campbell, California, and have additional operations outside of London, England. We also utilize outsourced service providers located in the Dominican Republic and the Philippines. Our global clients consist primarily of large enterprises operating in a range of industries, including hardware, software, software-as- a-service and telecommunications, selling into their SMB market.
	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 condensed 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 six months ended June 30, 2014 are not necessarily indicative of results to be expected for the year ending December 31, 2014, 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, 2013 ("2013 Form 10-K"), as filed with the SEC on April 1, 2013. Balance sheet information as of December 31, 2013 has been derived from the audited financial statements for the year then ended.
	Reclassifications
	Certain reclassifications have been made to the prior year's condensed consolidated statements of comprehensive loss to conform to the current year presentation.
	Liquidity and Going Concern
	As reflected in the accompanying consolidated financial statements, we had a net loss from continuing operations of $4.9 million for the six months ended June 30, 2014. During the six months ended June 30, 2014, we used $128,000 in cash in operating activities.
	At June 30, 2014, the Company had a net working capital deficit of $19.3 million. Our principal source of liquidity as of June 30, 2014 consisted of $568,000 of cash and cash equivalents and $1.8 million of net accounts receivable. Notes payable due as of June 30, 2014 was $1.4 million, of which $1.0 million was due to Comerica Bank and $432,000 was due to Agility Capital II, LLC. On July 15, 2014, the Company raised $2.6 million in debt financing and used a portion of the net proceeds from the financing to repay its outstanding indebtedness owing to Comerica Bank and Agility Capital II, LLC. See Note 5 for further discussion of our debt agreements. Our accounts payable balance increased from $13.0 million as of December 31, 2013 to $15.6 million as of June 30, 2014. $12.9 million of the June 30, 2014 accounts payable balance is related to a merchant account of a customer.
	In order to meet our operating requirements, we will need to raise additional capital from outside third parties or from the sale of assets and restructure our obligations. 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 assets or restructuring our obligations. 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.
	In addition to the liquidity issues noted above, some key vendors of the Company have either formally or informally,  via phone, email, mail, or a combination of one or more of these methods, given the Company a notice of material breach for non-payment, and have informed us of their rights under the various service agreements to which we entered.  Their rights include the suspension or cancellation of service and a demand for immediate payment, among other remedies.  The Company is in communications with these vendors and in some cases has worked out extended payment terms.  There is no guarantee that the Company will be able to reach agreements with all vendors or that it will in all future circumstances be able to fulfill the terms of all extended payment terms, which could have a significant negative impact on our operations and financial position.  Our revenue generation is dependent on the ability of the Company to continue to (1) avoid the cancellation of key vendor services (2) raise money through the sale of assets or the addition of new debt or equity to pay down and pay off key vendors and (3) meet the terms of existing and future payment plans.  The failure to accomplish these goals could seriously impact our operations and financial position.
	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 long-lived assets.
	Significant Accounting Policies
	There have been no material changes during 2014 in the Company's significant accounting policies to those previously disclosed in the 2013 Form 10-K.
	Recent Accounting Standards
	In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09), to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for us in our first quarter of fiscal 2018 using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU 2014-09. We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements.

NET_LOSS_PER_SHARE

NET LOSS PER SHARE	6 Months Ended
	Jun. 30, 2014
Earnings Per Share [Abstract]	'
NET LOSS PER SHARE	'
	NET LOSS PER SHARE
	Basic net loss per share is computed using the weighted-average number of shares of common stock outstanding during the year. Diluted net 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							Six Months Ended
		June 30,							June 30,
		2014				2013			2014			2013
	Net loss from continuing operations	$	(2,548	)		$	(2,961	)	$	(4,861	)	$	(6,411	)
	Net income (loss) from discontinued operations	—				(69		)	—			87
	Net loss	$	(2,548	)		$	(3,030	)	(4,861		)	(6,324		)
	Weighted-average shares of common stock outstanding – basic and diluted	41,893				39,124			41,877			32,964
	Basic and diluted net income (loss) per share:
	Continuing operations	$	(0.06	)		$	(0.08	)	$	(0.12	)	$	(0.19	)
	Discontinued operations	—				—			—			—
	Net loss	$	(0.06	)		$	(0.08	)	$	(0.12	)	$	(0.19	)
	The following table presents the unvested restricted stock awards and "in the money" stock options and stock warrants that were excluded from the calculation of diluted net loss per share for the three and six months ended June 30, 2014 and 2013 as these securities were anti-dilutive (in thousands).
		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2014			2013			2014		2013
	Unvested restricted stock awards	463			1,962			502		2,145
	Stock options	—			38			—		69
	Stock warrants	—			—			—		—
	Total anti-dilutive securities	463			2,000			502		2,214
	Stock options and warrants that were not "in the money" at June 30, 2014 and 2013 were 4,378,000 and 2,622,000, respectively.

CUSTOMER_CONCENTRATION

CUSTOMER CONCENTRATION	6 Months Ended
	Jun. 30, 2014
Risks and Uncertainties [Abstract]	'
CUSTOMER CONCENTRATION	'
	CUSTOMER CONCENTRATION
	We have generated a significant portion of our revenue from sales to limited number of clients. The following table presents the revenue from significant customers for the three and six months ended June 30, 2014 and 2013.
		Three Months Ended		Six Months Ended
		June 30,		June 30,
		2014	2013	2014	2013
	Microsoft Corporation	57%	42%	55%	41%
	Symantec Corporation	—%	22%	13%	24%
	Verizon Communications	13%	—%	11%	—%
	Hewlett-Packard Company	—%	10%	—%	10%
	The following table presents the concentration of accounts receivable as of June 30, 2014 and December 31, 2013.
		June 30, 2014	December 31, 2013
	Microsoft Corporation	29%	25%
	Symantec Corporation	25%	40%
	Hewlett-Packard Company	11%	11%
	The Vanguard Group	10%	—%
	We have outsourced services agreements with our significant clients that expire at various dates ranging through March 2018. Our agreements with Symantec expired on March 31, 2014. Our agreements with Microsoft expire at various dates from September 2014 through June 2015, and can be terminated with thirty days notice. Certain agreements with Microsoft expired on June 30, 2014 and were not renewed. These agreements accounted for 63% of the Microsoft revenue for the six months ended June 30, 2014.

BALANCE_SHEET_COMPONENTS

BALANCE SHEET COMPONENTS	6 Months Ended
	Jun. 30, 2014
Balance Sheet Related Disclosures [Abstract]	'
BALANCE SHEET COMPONENTS	'
	BALANCE SHEET COMPONENTS
	Prepaids and Other Current Assets
	Prepaids and other current assets consist of the following (in thousands):
		June 30,				December 31,
		2014				2013
	Prepaids and other current assets:
	Prepaid expenses	$	446			$	623
	Deferred professional service costs	254				252
	VAT tax receivable	282				440
	Other current assets	81				303
	Prepaids and other current assets	$	1,063			$	1,618
	Property and Equipment
	Property and equipment consist of the following (in thousands):
		Estimated		June 30,				December 31,
		Useful Life		2014				2013
	Property and equipment:
	Computer equipment	3 years		$	3,983			$	3,993
	Capitalized software and development	2-5 years		13,901				13,208
	Furniture and fixtures	5 years		338				309
	Leasehold improvements	Lease term		126				123
				18,348				17,633
	Accumulated depreciation and amortization			(17,280		)		(17,099		)
	Construction in process			—				157
	Property and equipment, net			$	1,068			$	691
	Other Non-current Assets
	Other non-current assets consist of the following (in thousands):
		30-Jun-14				31-Dec-13
	Other non-current assets:
	Credit card reserve deposits and other	$	456			$	395
	Deferred professional service costs	852				445
	Other non-current assets	$	1,308			$	840
	Accounts Payable
	Approximately $12.9 million in accounts payable as of June 30, 2014 represents collections by the Company on behalf of software sales to third party customers associated with a customer's value added reseller arrangement.  This balance is owed to the customer and the Company is currently negotiating a settlement arrangement on the balance due. As of June 30, 2014, included in accounts receivable is $447,000 associated with this customer.
	Other Accrued Liabilities
	Other accrued liabilities consist of the following (in thousands):
		30-Jun-14				31-Dec-13
	Other accrued liabilities:
	Payable to customers *	$	1,158			$	1,158
	Accrued professional fees	75				663
	Accrued VAT taxes	284				248
	Accrued sales tax	238				229
	Settlement liability	—				200
	Reseller rebates	—				190
	Advances on borrowings **	350				—
	Other liabilities	787				977
	Other accrued liabilities	$	2,892			$	3,665
	* - Amounts represent collections on customer receivables associated with "product sales" in excess of amounts owed to state jurisdictions. The Company is in the process of evaluating remediation plans for the balance due.
	** - On June 25, 2014, the Company received advances from borrowings included in the July 15, 2014 financing transaction as further discussed in Note 5.
	Deferred Revenue and Deferred Professional Services Costs:
	In April 2013, the Company entered into an arrangement to provide subscription services and perform material modifications to its LMS platform to a significant customer. Through June 30, 2014, the customer has not accepted the modifications and is not using the platform and accordingly, no revenue has been recognized under this arrangement through June 30, 2014. As of June 30, 2014, the Company has recorded deferred revenue of $2.3 million of which $509,000 is included in current deferred revenue and $1.8 million is included in noncurrent deferred revenue. The Company has also deferred related professional service costs incurred associated with the customization of the LMS platform of $1.1 million. Deferred professional service costs of $249,000 and $852,000 is included in prepaid and other current assets and other noncurrent assets, respectively, at June 30, 2014.
	The Company received acceptance of the material modifications on January 18, 2014 and will begin to amortize the deferred costs and recognize revenue over the remaining subscription period of 50 months.

NOTES_PAYABLE

NOTES PAYABLE	6 Months Ended
	Jun. 30, 2014
Debt Disclosure [Abstract]	'
NOTES PAYABLE	'
	NOTES PAYABLE
	Notes payable consist of the following (in thousands):
		June 30,		December 31,
		2014		2013
	Comerica term loan	$	—	$	1,800
	Comerica revolving line	998		1,230
	Agility line of credit, net of discount of $10 and $96, respectively	422		404
	Notes payable – insurance	—		207
	Total notes payable	1,420		3,641
	2014 Financing Transaction
	On July 15, 2014, the Company entered into a Purchase Agreement with certain investors pursuant to which the Company agreed to issue units each consisting of (i) a secured convertible promissory note in the face amount of $1.00 (the “Convertible Notes”), (ii) a supplemental secured promissory note in the face amount of $0.50 (the “Supplemental Notes”) and (iii) warrants to purchase up to four shares of the Company’s common stock (the “Warrants”) (collectively, the “Financing Transaction”).
	On July 15, 2014, the Company completed an initial closing of the Financing Transaction for the sale of 2,550,000 units, representing gross proceeds to the Company of $2,550,000 and net proceeds of approximately $2,275,000 after deducting fees and estimated expenses payable by the Company. On August 12, 2014, the Company completed a secondary closing of the Financing Transaction for the sale of 450,000 units, representing gross proceeds to the Company of $450,000 and net proceeds of approximately $415,000. The Company used a portion of the net proceeds from the Financing Transaction to repay its outstanding indebtedness owing to Comerica Bank and Agility Capital II, LLC and intends to use the balance of the net proceeds for general corporate purposes, including working capital.
	The Convertible Notes of $3.0 million will mature on July 15, 2019 and will accrue interest at a fixed rate of 8.0% per annum payable quarterly. Interest accrued from date of issuance through June 30, 2015 will be paid in kind and added to the principal amount of the Convertible Notes quarterly. Subject to stockholder approval of an increase in the number of authorized shares of the Company’s common stock in an amount sufficient to permit full conversion of the Convertible Notes, the Convertible Notes will be convertible into shares of the Company’s common stock at a conversion rate of $0.25 per share. The Convertible Notes also contain provisions that protect the holders thereof against dilution by adjustment of the conversion rate in certain events such as stock dividends, stock splits and other similar events and certain issuances of common stock by the Company at a price per share less than the conversion rate then in effect.
	The Supplemental Notes of $1.5 million will mature on July 15, 2019 and will accrue interest at a fixed rate of 8.0% per annum payable at maturity. However, the Supplemental Notes can be canceled two years after if certain insolvency related events have been remediated.
	The Convertible Notes and Supplemental Notes are secured by substantially all of the Company’s consolidated assets. The Convertible Notes and Supplemental Notes contain covenants that will, subject to limited exceptions, require the approval of the holders of a majority of the outstanding principal amount thereof to, among other things, (i) incur other indebtedness; (ii) create liens; (iii) pay cash dividends; and (iv) merge or consolidate with another company. Additionally, the Purchase Agreement requires the Company to implement certain changes in its senior management. The Convertible Notes and Supplemental Notes also provide for customary events of default, including nonpayment, breach of covenants, material adverse events, payment defaults of other indebtedness and certain events of bankruptcy, insolvency and reorganization that may result in acceleration of outstanding amounts under the Convertible Notes and Supplemental Notes. If we are not able to comply with such covenants or if any event of default otherwise occurs, our outstanding note balances could become due and payable immediately.
	In connection with the Financing Transaction, the Company issued 12,000,000 Warrants which have an initial 10-year term with an exercise price of $0.08 per share. The Warrants are subject to stockholder approval of an increase in the number of authorized shares of the Company’s common stock in an amount sufficient to permit full exercise of the Warrants into shares of the Company's common stock. The Warrants may also 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 and issuances of common stock at a price per share less than the exercise price then in effect.
	Comerica Bank Credit Facility
	On June 14, 2012, the Company entered into a Loan and Security Agreement with Comerica Bank (the "Comerica Credit Facility"). The maximum amount of credit available to the Company under the Comerica Credit Facility at inception was $5 million, comprised of a $3 million term loan facility ("Term Loan") and a $2 million revolving line of credit ("Revolving Line"), which included a $500,000 sub-facility for letters of credit and certain credit card services. The outstanding amount under the Term Loan was repaid by the Company in June 2014, and as of June 30, 2014, the outstanding amount of the Term Loan was zero. Amounts borrowed under the Revolving Line became due on December 14, 2013, which was subsequently extended to May 1, 2014. As of June 30, 2014, there was $1.0 million outstanding under the Revolving Line. The outstanding amount under the Revolving Line was repaid by the Company on July 15, 2014 and the Comerica Credit Facility was terminated.
	Agility Capital Credit Facility
	On October 30, 2013, the Company closed a Loan Agreement (the "Agility Loan Agreement") with Agility Capital II, LLC (“Agility”), providing for a revolving line of credit of up to $500,000, which amount could be increased to $650,000 under certain conditions (the “Maximum Revolving Line”). The Agility Loan Agreement became due on December 14, 2013, commensurate with the Comerica Credit Facility, which was subsequently extended to May 1, 2014, commensurate with the extension of the scheduled maturity date of the Comerica Revolving Line. As of June 30, 2014, there was $432,000 outstanding under the Agility Loan Agreement. The outstanding amount under the Agility Loan Agreement was repaid by the Company on July 15, 2014, and the Agility Loan Agreement was terminated.
	Events of Default
	On February 27, 2014, Comerica Bank issued a notice of default as the amounts outstanding under the Revolving Line were past due. The notice of default also stated that Comerica Bank would not take any action to enforce its rights and remedies under the Comerica Credit Facility but reserved the right to do so in the future. On March 19, 2014, the Company and Comerica Bank entered into a forbearance agreement pursuant to which Comerica Bank agreed to extend the scheduled maturity date of the Revolving Line until May 1, 2014. In addition, under the terms of the forbearance agreement, among other things, the amounts outstanding under the Term Loan would become due on May 1, 2014, coterminous with the Revolving Line. On May 12, 2014, Comerica Bank issued a notice of default as the amounts outstanding under the Comerica Credit Facility were past due and the Company did not satisfactorily address a material accounts payable owed to a customer. The notice of default also stated that Comerica Bank would not take any action to enforce its rights and remedies under the Comerica Credit Facility but reserved the right to do so in the future. Due to the notice of default, pursuant to the Comerica Credit Facility, effective May 12, 2014, the applicable margin for the Revolving Line and the Term Loan was increased to five percent (5%). Such condition of default was cured when the outstanding amount under the Revolving Line was repaid by the Company on July 15, 2014 and the Comerica Credit Facility was terminated. However, Comerica continues to maintain a cash-secured letter of credit in the face amount of $61,000 issued to our landlord for our leased headquarters in Campbell, California.
	The Agility Loan Agreement became due on December 14, 2013, commensurate with the Comerica Credit Facility. On February 28, 2014, Agility issued a notice of default due to the notice of default issued by Comerica Bank, as discussed above. Such default was subsequently cured as a result of the extension of the maturity date to May 1, 2014, commensurate with the extension of the scheduled maturity date of the Comerica Revolving Line. On May 12, 2014, Agility issued a notice of default as the amounts outstanding under the Agility Loan Agreement were past due. The notice of default also stated that Agility would not take any action to enforce its rights and remedies under the Agility Loan Agreement, but reserved the right to do so in the future. Such condition of default was cured when the outstanding amount under the Agility Loan Agreement was repaid by the Company on July 15, 2014, and the Agility Loan Agreement was terminated.
	Notes Payable – Insurance
	On December 11, 2013, we entered into an agreement with AON Private Risk Management to finance our 2013 to 2014 insurance premiums with First Insurance Funding Corp. in the amount of $237,000. The interest rate on the note payable is 4.99% and the note is payable in eight equal monthly installment payments beginning in December 2013. The outstanding balance of the note payable was repaid in June 2014.

COMMITMENTS_AND_CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2014
Commitments and Contingencies Disclosure [Abstract]	'
COMMITMENTS AND CONTINGENCIES	'
	COMMITMENTS AND CONTINGENCIES
	Lease Commitments
	Rent expense under operating lease agreements for continuing operations during the six months ended June 30, 2014 and 2013 was $277,000 and $260,000, respectively.
	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 sought 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 were the same as the complaint filed with the American Arbitration Association. On July 5, 2013, the Company filed an answer to Mr. Silton's complaint and a cross-complaint against Mr. Silton. On or about August 1, 2013, Mr. Silton filed an answer to the cross-complaint. Between July and December 2013, the parties served and responded to written discovery requests and produced documents. In January 2014, the parties agreed to proceed to mediation. On January 28, 2014, the parties reached a settlement at mediation and executed a confidential settlement agreement. Pursuant to the settlement agreement, and in exchange for a release of claims, Mr. Silton received a payment from the Company's insurer and 1,000,000 shares of the Company's common stock, which were issued during the three months ended March 31, 2014. A portion of the payment and the shares of common stock was paid to Mr. Silton's legal counsel. After effectuating the terms of the settlement, the case was formally dismissed on March 17, 2014. In connection with the settlement agreement, the Company recorded a charge of $200,000 in the year ended December 31, 2013.
	On July 9, 2013, YKnot Holdings LLC (“YKnot”) filed a complaint seeking damages against the Company in the Santa Clara Superior Court alleging breach of contract and related causes of action arising from the eCommerce Processor Agreement (the “Agreement”) entered into by YKnot and the Company in January 2012.  The central allegation in the complaint alleged that the Company 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.  In January 2014, the parties agreed to proceed to mediation. On January 28, 2014, the parties reached a settlement at mediation and executed a settlement agreement pursuant to which the Company and YKnot agreed to a mutual "walk away" settlement and release with no money or other consideration paid to either party.
	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	6 Months Ended
	Jun. 30, 2014
Fair Value Disclosures [Abstract]	'
FAIR VALUE MEASUREMENTS	'
	FAIR VALUE MEASUREMENTS
	A summary of the activity of the fair value of the Level 3 liabilities for the six months ended June 30, 2014 and 2013 is as follows (in thousands):
		Six Months Ended
		June 30,
		2014			2013
	Balance at December 31, 2013 and 2012, respectively	$	93		$	348
	Transfers in (out)	—			—
	Gain on fair value remeasurement	(17		)	(225		)
	Balance at March 31, 2014 and 2013, respectively	76			123
	Transfers in (out)	—			—
	Loss on fair value remeasurement	—			11
	Balance at June 30, 2014 and 2013, respectively	$	76		$	134
	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
	June 30, 2014
	Liabilities:
	Common stock warrant liability (2)	$	—		$	—		$	76
	December 31, 2013
	Assets:
	Money market funds (1)	$	1,641		$	—		$	—
	Liabilities:
	Common stock warrant liability (2)	$	—		$	—		$	93
	____________
	-1	Money market funds are valued using active quoted market rates.
	-2	The fair value of our common stock warrant liability 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 June 30, 2014 and 2013, which were determined in a manner consistent with that described for stock option awards as set forth in Note 8:
		June 30, 2014		June 30, 2013
	Number of shares underlying the Warrants	1,795,000		1,578,000
	Remaining contractual life in years	2.00 - 6.33		3
	Volatility	107% to 116%		79%
	Risk-free interest rate	0.47% to 2.13%		0.66%
	Expected dividend yield	—%		—%
	The amounts reported as cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities at June 30, 2014 and December 31, 2013 approximate fair value due to their short-term maturities.

STOCKHOLDERS_EQUITY

STOCKHOLDERS' EQUITY	6 Months Ended
	Jun. 30, 2014
Equity [Abstract]	'
STOCKHOLDERS' EQUITY	'
	STOCKHOLDERS' EQUITY
	Treasury Stock
	During the six months ended June 30, 2014, 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 20,304 shares during the six months ended June 30, 2014 with a cost of approximately $5,000 from employees to cover federal and state taxes due.
	During the six months ended June 30, 2014, we issued 1,000,000 shares from treasury pursuant to the settlement agreement with our former CEO. The weighted cost of shares issued from treasury was approximately $1.3 million of which $200,000 was recorded as a reduction of other accrued liabilities and the remaining $1.1 million was recorded as a reduction of additional paid-in capital.
	Stock Compensation
	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 six months ended June 30, 2014 and 2013 (in thousands):
		Three Months Ended							Six Months Ended
		June 30,							June 30,
		2014			2013				2014			2013
	Stock-based compensation expense included in:
	Cost of services	$	19		$	16			$	40		$	33
	Sales and marketing	14			3				37			121
	Technology and development	4			55				33			98
	General and administrative	55			75				137			876
		$	92		$	149			$	247		$	1,128
	At June 30, 2014, approximately $899,000 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 $155,000 will be expensed in the remainder of 2014 as stock-based compensation, subject to true-up adjustments for forfeitures and vestings during the year.
	During the six months ended June 30, 2014 and 2013, 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:
		Six Months Ended
		June 30,
		2014		2013
	Expected life in years	4.39		3.93
	Volatility	86.51	%	74.03	%
	Risk-free interest rate	1.53	%	0.45	%
	Dividend rate	—	%	—	%
	Forfeiture Rates:
	Options	21.89	%	22.7	%
	Restricted stock	—	%	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 Stock Incentive Plan (the "2003 Plan") and 2012 Equity Inducement Plan (the "2012 Plan") for the six months ended June 30, 2014 is as follows (in thousands):
				Options Outstanding
		Available		Number of			Weighted				Weighted Average Remaining Contractual Term
		for Grant		Options			Average
							Exercise
							Price
	Balance at December 31, 2013	1,534		2,698			$	0.67			8.7 years
	Authorized	1,660		—
	Options granted	(40	)	40			0.25
	Restricted stock awards granted	(100	)	—
	Options exercised	—		—
	Options canceled	426		(426	)		0.66
	Restricted stock awards forfeited	—		—
	Balance at June 30, 2014	3,480		2,312			$	0.67			8.1 years
	Exercisable at June 30, 2014			884			$	0.94			6.9 years
	In accordance with the 2003 Plan, 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 2,000,000 shares. Shares outstanding at December 31, 2013 were 41,495,000 and the additional shares authorized amounted to 1,660,000 under the 2003 Plan.
	The following table summarizes the activity with regard to restricted stock awards during the six months ended June 30, 2014. Restricted stock awards were issued from the 2003 Plan and any issuances reduce the shares available for grant as indicated in the previous table. During the three months ended June 30, 2014, we granted restricted stock awards for 100,000 shares to two members of our board of directors with immediate vesting. 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, 2013	582		$	0.69
	Granted	100		0.25
	Vested	(259	)	0.49
	Forfeited	—		—
	Balance of nonvested shares at June 30, 2014	423		$	0.71
	The total grant date fair value of the nonvested restricted stock awards was $300,000 as of June 30, 2014.

SUBSEQUENT_EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2014
Subsequent Events [Abstract]	'
SUBSEQUENT EVENTS	'
	SUBSEQUENT EVENTS
	Subsequent events have been evaluated through the date that the financial statements were issued. All appropriate subsequent event disclosures, if any, have been made in the notes to the financial statements.

SUMMARY_OF_SIGNIFICANT_ACCOUNT1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
Principles of Consolidation	'
	Principles of Consolidation
	The accompanying condensed 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 six months ended June 30, 2014 are not necessarily indicative of results to be expected for the year ending December 31, 2014, 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, 2013 ("2013 Form 10-K"), as filed with the SEC on April 1, 2013. Balance sheet information as of December 31, 2013 has been derived from the audited financial statements for the year then ended.
Reclassifications	'
	Reclassifications
	Certain reclassifications have been made to the prior year's condensed consolidated statements of comprehensive loss to conform to the current year presentation.
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 long-lived assets.
Recent Accounting Standards	'
	Recent Accounting Standards
	In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09), to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for us in our first quarter of fiscal 2018 using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU 2014-09. We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements.

NET_LOSS_PER_SHARE_Tables

NET LOSS PER SHARE (Tables)	6 Months Ended
	Jun. 30, 2014
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							Six Months Ended
		June 30,							June 30,
		2014				2013			2014			2013
	Net loss from continuing operations	$	(2,548	)		$	(2,961	)	$	(4,861	)	$	(6,411	)
	Net income (loss) from discontinued operations	—				(69		)	—			87
	Net loss	$	(2,548	)		$	(3,030	)	(4,861		)	(6,324		)
	Weighted-average shares of common stock outstanding – basic and diluted	41,893				39,124			41,877			32,964
	Basic and diluted net income (loss) per share:
	Continuing operations	$	(0.06	)		$	(0.08	)	$	(0.12	)	$	(0.19	)
	Discontinued operations	—				—			—			—
	Net loss	$	(0.06	)		$	(0.08	)	$	(0.12	)	$	(0.19	)
Schedule of antidilutive securities excluded from computation of earnings per share	'
	The following table presents the unvested restricted stock awards and "in the money" stock options and stock warrants that were excluded from the calculation of diluted net loss per share for the three and six months ended June 30, 2014 and 2013 as these securities were anti-dilutive (in thousands).
		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2014			2013			2014		2013
	Unvested restricted stock awards	463			1,962			502		2,145
	Stock options	—			38			—		69
	Stock warrants	—			—			—		—
	Total anti-dilutive securities	463			2,000			502		2,214

BALANCE_SHEET_COMPONENTS_Table

BALANCE SHEET COMPONENTS (Tables)	6 Months Ended
	Jun. 30, 2014
Balance Sheet Related Disclosures [Abstract]	'
Components of prepaids and other current assets	'
	Prepaids and other current assets consist of the following (in thousands):
		June 30,				December 31,
		2014				2013
	Prepaids and other current assets:
	Prepaid expenses	$	446			$	623
	Deferred professional service costs	254				252
	VAT tax receivable	282				440
	Other current assets	81				303
	Prepaids and other current assets	$	1,063			$	1,618
Components of property and equipment	'
	Property and equipment consist of the following (in thousands):
		Estimated		June 30,				December 31,
		Useful Life		2014				2013
	Property and equipment:
	Computer equipment	3 years		$	3,983			$	3,993
	Capitalized software and development	2-5 years		13,901				13,208
	Furniture and fixtures	5 years		338				309
	Leasehold improvements	Lease term		126				123
				18,348				17,633
	Accumulated depreciation and amortization			(17,280		)		(17,099		)
	Construction in process			—				157
	Property and equipment, net			$	1,068			$	691
Schedule of other non-current assets	'
	Other non-current assets consist of the following (in thousands):
		30-Jun-14				31-Dec-13
	Other non-current assets:
	Credit card reserve deposits and other	$	456			$	395
	Deferred professional service costs	852				445
	Other non-current assets	$	1,308			$	840
Schedule of other accrued liabilities	'
	Other accrued liabilities consist of the following (in thousands):
		30-Jun-14				31-Dec-13
	Other accrued liabilities:
	Payable to customers *	$	1,158			$	1,158
	Accrued professional fees	75				663
	Accrued VAT taxes	284				248
	Accrued sales tax	238				229
	Settlement liability	—				200
	Reseller rebates	—				190
	Advances on borrowings **	350				—
	Other liabilities	787				977
	Other accrued liabilities	$	2,892			$	3,665
	* - Amounts represent collections on customer receivables associated with "product sales" in excess of amounts owed to state jurisdictions. The Company is in the process of evaluating remediation plans for the balance due.
	** - On June 25, 2014, the Company received advances from borrowings included in the July 15, 2014 financing transaction as further discussed in Note 5.

NOTES_PAYABLE_Tables

NOTES PAYABLE (Tables)	6 Months Ended
	Jun. 30, 2014
Debt Disclosure [Abstract]	'
Components of long-term debt	'
	Notes payable consist of the following (in thousands):
		June 30,		December 31,
		2014		2013
	Comerica term loan	$	—	$	1,800
	Comerica revolving line	998		1,230
	Agility line of credit, net of discount of $10 and $96, respectively	422		404
	Notes payable – insurance	—		207
	Total notes payable	1,420		3,641

FAIR_VALUE_MEASUREMENTS_Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2014
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 six months ended June 30, 2014 and 2013 is as follows (in thousands):
		Six Months Ended
		June 30,
		2014			2013
	Balance at December 31, 2013 and 2012, respectively	$	93		$	348
	Transfers in (out)	—			—
	Gain on fair value remeasurement	(17		)	(225		)
	Balance at March 31, 2014 and 2013, respectively	76			123
	Transfers in (out)	—			—
	Loss on fair value remeasurement	—			11
	Balance at June 30, 2014 and 2013, respectively	$	76		$	134
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
	June 30, 2014
	Liabilities:
	Common stock warrant liability (2)	$	—		$	—		$	76
	December 31, 2013
	Assets:
	Money market funds (1)	$	1,641		$	—		$	—
	Liabilities:
	Common stock warrant liability (2)	$	—		$	—		$	93
	____________
	-1	Money market funds are valued using active quoted market rates.
	-2	The fair value of our common stock warrant liability 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 June 30, 2014 and 2013, which were determined in a manner consistent with that described for stock option awards as set forth in Note 8:
		June 30, 2014		June 30, 2013
	Number of shares underlying the Warrants	1,795,000		1,578,000
	Remaining contractual life in years	2.00 - 6.33		3
	Volatility	107% to 116%		79%
	Risk-free interest rate	0.47% to 2.13%		0.66%
	Expected dividend yield	—%		—%

STOCKHOLDERS_EQUITY_Tables

STOCKHOLDERS' EQUITY (Tables)	6 Months Ended
	Jun. 30, 2014
Equity [Abstract]	'
Stock-based compensation expense	'
	The table below reflects stock-based compensation expense for the six months ended June 30, 2014 and 2013 (in thousands):
		Three Months Ended							Six Months Ended
		June 30,							June 30,
		2014			2013				2014			2013
	Stock-based compensation expense included in:
	Cost of services	$	19		$	16			$	40		$	33
	Sales and marketing	14			3				37			121
	Technology and development	4			55				33			98
	General and administrative	55			75				137			876
		$	92		$	149			$	247		$	1,128
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 six months ended June 30, 2014 and 2013, 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:
		Six Months Ended
		June 30,
		2014		2013
	Expected life in years	4.39		3.93
	Volatility	86.51	%	74.03	%
	Risk-free interest rate	1.53	%	0.45	%
	Dividend rate	—	%	—	%
	Forfeiture Rates:
	Options	21.89	%	22.7	%
	Restricted stock	—	%	15.04	%
Summary of activity under equity incentive plan	'
	A summary of activity under our 2003 Stock Incentive Plan (the "2003 Plan") and 2012 Equity Inducement Plan (the "2012 Plan") for the six months ended June 30, 2014 is as follows (in thousands):
				Options Outstanding
		Available		Number of			Weighted				Weighted Average Remaining Contractual Term
		for Grant		Options			Average
							Exercise
							Price
	Balance at December 31, 2013	1,534		2,698			$	0.67			8.7 years
	Authorized	1,660		—
	Options granted	(40	)	40			0.25
	Restricted stock awards granted	(100	)	—
	Options exercised	—		—
	Options canceled	426		(426	)		0.66
	Restricted stock awards forfeited	—		—
	Balance at June 30, 2014	3,480		2,312			$	0.67			8.1 years
	Exercisable at June 30, 2014			884			$	0.94			6.9 years
Summary of restricted stock award activity	'
	The following table summarizes the activity with regard to restricted stock awards during the six months ended June 30, 2014. Restricted stock awards were issued from the 2003 Plan and any issuances reduce the shares available for grant as indicated in the previous table. During the three months ended June 30, 2014, we granted restricted stock awards for 100,000 shares to two members of our board of directors with immediate vesting. 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, 2013	582		$	0.69
	Granted	100		0.25
	Vested	(259	)	0.49
	Forfeited	—		—
	Balance of nonvested shares at June 30, 2014	423		$	0.71

SUMMARY_OF_SIGNIFICANT_ACCOUNT2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Jun. 30, 2014	Jun. 30, 2014	Jul. 15, 2014
							Comerica Bank	Agility Capital II, LLC	Subsequent event
Debt Instrument [Line Items]	'	'	'	'	'	'	'	'	'
Notes payable	$1,400,000	'	$1,400,000	'	'	'	$1,000,000	$432,000	'
Amount of debt raised	'	'	'	'	'	'	'	'	2,600,000
Net loss from continuing operations	-2,548,000	-2,961,000	-4,861,000	-6,411,000	'	'	'	'	'
Net cash used in operating activities from continuing operations	'	'	-128,000	-3,290,000	'	'	'	'	'
Working capital deficit	-19,300,000	'	-19,300,000	'	'	'	'	'	'
Cash and cash equivalents	568,000	4,970,000	568,000	4,970,000	3,633,000	4,494,000	'	'	'
Accounts receivable	1,786,000	'	1,786,000	'	3,554,000	'	'	'	'
Accounts payable	15,620,000	'	15,620,000	'	13,042,000	'	'	'	'
Accounts payable related to merchant account of customer	$12,900,000	'	$12,900,000	'	'	'	'	'	'

NET_LOSS_PER_SHARE_Basic_and_D

NET LOSS PER SHARE - Basic and Diluted Net Loss Per Share (Details) (USD $)	3 Months Ended		6 Months Ended
In Thousands, except Per Share data, unless otherwise specified	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Earnings Per Share [Abstract]	'	'	'	'
Net loss from continuing operations	($2,548)	($2,961)	($4,861)	($6,411)
Net income (loss) from discontinued operations	0	-69	0	87
Net loss	($2,548)	($3,030)	($4,861)	($6,324)
Weighted-average shares of common stock outstanding - basic and diluted (in shares)	41,893	39,124	41,877	32,964
Basic and diluted net income (loss) per share:	'	'	'	'
Continuing operations (USD per share)	($0.06)	($0.08)	($0.12)	($0.19)
Discontinued operations (USD per share)	$0	$0	$0	$0
Net loss (USD per share)	($0.06)	($0.08)	($0.12)	($0.19)

NET_LOSS_PER_SHARE_Antidilutiv

NET LOSS PER SHARE - Antidilutive Securities (Details)	3 Months Ended		6 Months Ended
In Thousands, unless otherwise specified	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]	'	'	'	'
Total anti-dilutive securities	463	2,000	502	2,214
Unvested restricted stock awards	'	'	'	'
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]	'	'	'	'
Total anti-dilutive securities	463	1,962	502	2,145
Stock options	'	'	'	'
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]	'	'	'	'
Total anti-dilutive securities	0	38	0	69
Stock warrants	'	'	'	'
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]	'	'	'	'
Total anti-dilutive securities	0	0	0	0

CUSTOMER_CONCENTRATION_Details

CUSTOMER CONCENTRATION (Details)

6 Months Ended

3 Months Ended

6 Months Ended

3 Months Ended

6 Months Ended

3 Months Ended

6 Months Ended

3 Months Ended

6 Months Ended

12 Months Ended

6 Months Ended

12 Months Ended

6 Months Ended

12 Months Ended

6 Months Ended

12 Months Ended

Jun. 30, 2014

Jun. 30, 2014

Jun. 30, 2014

Jun. 30, 2013

Jun. 30, 2014

Jun. 30, 2013

Jun. 30, 2014

Jun. 30, 2013

Jun. 30, 2014

Jun. 30, 2013

Jun. 30, 2014

Jun. 30, 2013

Jun. 30, 2014

Jun. 30, 2013

Jun. 30, 2014

Jun. 30, 2013

Jun. 30, 2014

Jun. 30, 2013

Jun. 30, 2014

Dec. 31, 2013

Jun. 30, 2014

Dec. 31, 2013

Jun. 30, 2014

Dec. 31, 2013

Jun. 30, 2014

Dec. 31, 2013

Sales revenue, services, net

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

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

Customer concentration risk

Microsoft Corporation

Microsoft Corporation

Sales revenue, services, net

Sales revenue, services, net

Sales revenue, services, net

Sales revenue, services, net

Sales revenue, services, net

Sales revenue, services, net

Sales revenue, services, net

Sales revenue, services, net

Sales revenue, services, net

Sales revenue, services, net

Sales revenue, services, net

Sales revenue, services, net

Sales revenue, services, net

Sales revenue, services, net

Sales revenue, services, net

Sales revenue, services, net

Accounts receivable

Accounts receivable

Accounts receivable

Accounts receivable

Accounts receivable

Accounts receivable

Accounts receivable

Accounts receivable

Microsoft Corporation

Microsoft Corporation

Microsoft Corporation

Microsoft Corporation

Symantec Corporation

Symantec Corporation

Symantec Corporation

Symantec Corporation

Verizon Communications

Verizon Communications

Verizon Communications

Verizon Communications

Hewlett-Packard Company

Hewlett-Packard Company

Hewlett-Packard Company

Hewlett-Packard Company

Microsoft Corporation

Microsoft Corporation

Symantec Corporation

Symantec Corporation

Hewlett-Packard Company

Hewlett-Packard Company

The Vanguard Group

The Vanguard Group

Concentration Risk [Line Items]

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Concentration risk percentage

63.00%

'

57.00%

42.00%

55.00%

41.00%

0.00%

22.00%

13.00%

24.00%

13.00%

0.00%

11.00%

0.00%

0.00%

10.00%

0.00%

10.00%

29.00%

25.00%

25.00%

40.00%

11.00%

11.00%

10.00%

0.00%

Duration of notice needed to terminate agreement

'

'30 days

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

BALANCE_SHEET_COMPONENTS_Prepa

BALANCE SHEET COMPONENTS - Prepaids and Other Current Assets (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
Balance Sheet Related Disclosures [Abstract]	'	'
Prepaid expenses	$446	$623
Deferred professional service costs	254	252
VAT tax receivable	282	440
Other current assets	81	303
Prepaids and other current assets	$1,063	$1,618

BALANCE_SHEET_COMPONENTS_Prope

BALANCE SHEET COMPONENTS - Property and Equipment (Details) (USD $)	6 Months Ended
In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Components of property and equipment:	'	'
Property and equipment, gross	$18,348	$17,633
Accumulated depreciation and amortization	-17,280	-17,099
Construction in process	0	157
Property and equipment, net	1,068	691
Computer equipment	'	'
Property and equipment:	'	'
Useful life of property and equipment	'3 years	'
Components of property and equipment:	'	'
Property and equipment, gross	3,983	3,993
Capitalized software and development	'	'
Components of property and equipment:	'	'
Property and equipment, gross	13,901	13,208
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	338	309
Leasehold improvements	'	'
Components of property and equipment:	'	'
Property and equipment, gross	$126	$123

BALANCE_SHEET_COMPONENTS_Other

BALANCE SHEET COMPONENTS - Other Non-current Assets (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
Balance Sheet Related Disclosures [Abstract]	'	'
Credit card reserve deposits and other	$456	$395
Deferred professional service costs	852	445
Other non-current assets	$1,308	$840

BALANCE_SHEET_COMPONENTS_Accou

BALANCE SHEET COMPONENTS - Accounts Payable and Other Accrued Liabilities (Details) (USD $)	Jun. 30, 2014		Dec. 31, 2013
In Thousands, unless otherwise specified
Balance Sheet Related Disclosures [Line Items]	'		'
Accounts payable	$15,620		$13,042
Accounts receivable	1,786		3,554
Payable to customers	1,158	[1]	1,158	[1]
Accrued professional fees	75		663
Accrued VAT taxes	284		248
Accrued sales tax	238		229
Settlement liability	0		200
Reseller rebates	0		190
Advances on borrowings	350		0
Other liabilities	787		977
Other accrued liabilities	2,892		3,665
Collections of software sales due to customer	'		'
Balance Sheet Related Disclosures [Line Items]	'		'
Accounts payable	12,900		'
Accounts receivable	$447		'
[1]	Amounts represent collections on customer receivables associated with "product sales" in excess of amounts owed to state jurisdictions. The Company is in the process of evaluating remediation plans for the balance due.

BALANCE_SHEET_COMPONENTS_Defer

BALANCE SHEET COMPONENTS - Deferred Revenue and Deferred Professional Service Costs (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2014	Jun. 30, 2014	Jun. 30, 2014
			Subscription Services of LMSP	Subscription Services of LMSP	Subscription Services of LMSP
				Prepaid and other current assets	Other noncurrent assets
Balance Sheet Related Disclosures [Line Items]	'	'	'	'	'
Deferred revenue	'	'	$2,300,000	'	'
Current deferred revenue	2,182,000	1,965,000	509,000	'	'
Noncurrent deferred revenue	2,226,000	1,629,000	1,800,000	'	'
Deferred professional service costs	$254,000	$252,000	$1,100,000	$249,000	$852,000
Remaining subscription period	'	'	'50 months	'	'

NOTES_PAYABLE_Longterm_Debt_De

NOTES PAYABLE - Long-term Debt (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
Debt Instrument [Line Items]	'	'
Total notes payable	$1,420	$3,641
Secured debt | Comerica Bank | Term loan | Comerica Bank credit facility	'	'
Debt Instrument [Line Items]	'	'
Total notes payable	0	1,800
Secured debt | Comerica Bank | Revolving credit facility | Comerica Bank credit facility	'	'
Debt Instrument [Line Items]	'	'
Total notes payable	998	1,230
Secured debt | Agility Capital II, LLC | Revolving credit facility	'	'
Debt Instrument [Line Items]	'	'
Debt discount	10	96
Line of credit | Agility Capital II, LLC	'	'
Debt Instrument [Line Items]	'	'
Total notes payable	422	404
Notes payable, other payables | AON Private Risk Management | Notes payable - insurance	'	'
Debt Instrument [Line Items]	'	'
Total notes payable	$0	$207

NOTES_PAYABLE_2014_Financing_T

NOTES PAYABLE - 2014 Financing Transaction (Details) (Subsequent event, USD $)	0 Months Ended
	Aug. 12, 2014	Jul. 15, 2014
	unit	unit
Debt Conversion [Line Items]	'	'
Number of units sold	450,000	2,550,000
Proceeds from sale of units	$450,000	$2,550,000
Proceeds from sale of units, net	415,000	2,275,000
Face amount	'	2,600,000
Number of shares underlying the warrants	'	12,000,000
Initial term of the warrants	'	'10 years
Exercise price of warrants (USD per warrant)	'	0.08
Maximum	'	'
Debt Conversion [Line Items]	'	'
Number of shares that can be purchased	'	4
Secured Notes	'	'
Debt Conversion [Line Items]	'	'
Conversion rate (USD per share)	'	$0.25
Secured Notes | Convertible Notes	'	'
Debt Conversion [Line Items]	'	'
Face amount per unit (USD per unit)	'	1
Face amount	'	3,000,000
Stated interest rate	'	8.00%
Secured Notes | Supplemental Notes	'	'
Debt Conversion [Line Items]	'	'
Face amount per unit (USD per unit)	'	0.5
Face amount	'	$1,500,000
Stated interest rate	'	8.00%

NOTES_PAYABLE_Comerica_Bank_Cr

NOTES PAYABLE - Comerica Bank Credit Facility (Details) (USD $)	Jun. 30, 2014	12-May-14	Dec. 31, 2013	Jun. 14, 2012
Debt Instrument [Line Items]	'	'	'	'
Outstanding term loan	$1,420,000	'	$3,641,000	'
Comerica Bank | Letter of credit	'	'	'	'
Debt Instrument [Line Items]	'	'	'	'
Letter of credit	61,000	'	'	'
Comerica Bank | Comerica Bank credit facility | Secured debt	'	'	'	'
Debt Instrument [Line Items]	'	'	'	'
Maximum borrowing capacity	'	'	'	5,000,000
Comerica Bank | Comerica Bank credit facility | Secured debt | Term loan	'	'	'	'
Debt Instrument [Line Items]	'	'	'	'
Maximum borrowing capacity	'	'	'	3,000,000
Outstanding term loan	0	'	1,800,000	'
Increase in margin rate	'	5.00%	'	'
Comerica Bank | Comerica Bank credit facility | Secured debt | Revolving credit facility	'	'	'	'
Debt Instrument [Line Items]	'	'	'	'
Maximum borrowing capacity	'	'	'	2,000,000
Outstanding term loan	998,000	'	1,230,000	'
Increase in margin rate	'	5.00%	'	'
Comerica Bank | Comerica Bank credit facility | Secured debt | Letter of credit	'	'	'	'
Debt Instrument [Line Items]	'	'	'	'
Maximum borrowing capacity	'	'	'	$500,000

NOTES_PAYABLE_Agility_Capital_

NOTES PAYABLE - Agility Capital Credit Facility (Details) (USD $)	Jun. 30, 2014	Oct. 30, 2013
Debt Instrument [Line Items]	'	'
Notes payable	$1,400,000	'
Agility	'	'
Debt Instrument [Line Items]	'	'
Current borrowing capacity	'	500,000
Maximum borrowing capacity	'	650,000
Notes payable	$432,000	'

NOTES_PAYABLE_Notes_Payable_In

NOTES PAYABLE - Notes Payable Insurance (Details) (AON Private Risk Management, Notes payable, other payables, Notes payable - insurance, USD $)	Dec. 11, 2013
In Thousands, unless otherwise specified	installments
AON Private Risk Management | Notes payable, other payables | Notes payable - insurance	'
Debt Instrument [Line Items]	'
Notes payable	$237
Stated interest rate	4.99%
Number of monthly installments of principal	8

COMMITMENTS_AND_CONTINGENCIES_

COMMITMENTS AND CONTINGENCIES (Details) (USD $)	Feb. 08, 2013	Jan. 28, 2014	Dec. 31, 2013	Jun. 30, 2014	Jun. 30, 2013
	Breach of employement contract	Breach of employement contract	Breach of employement contract	Building [Member]	Building [Member]
	Threatened litigation	Settled Litigation [Member]	Settled Litigation [Member]
Litigation:	'	'	'	'	'
Rent expense under operating leases	'	'	'	$277,000	$260,000
Estimate of possible loss	1,000,000	'	'	'	'
Stock issued during period (in shares)	'	1,000,000	'	'	'
Litigation charge	'	'	$200,000	'	'

FAIR_VALUE_MEASUREMENTS_Unobse

FAIR VALUE MEASUREMENTS - Unobservable Input Reconciliation (Details) (Level 3, USD $)	3 Months Ended
In Thousands, unless otherwise specified	Jun. 30, 2014	Mar. 31, 2014	Jun. 30, 2013	Mar. 31, 2013
Level 3	'	'	'	'
Summary of the activity of the fair value of the Level 3 liabilities:	'	'	'	'
Balance at beginning of period	$76	$93	$123	$348
Transfers in (out)	0	0	0	0
Loss on fair value remeasurement	0	-17	11	-225
Balance at end of period	$76	$76	$134	$123

FAIR_VALUE_MEASUREMENTS_Fair_V

FAIR VALUE MEASUREMENTS - Fair Value Hierarchy on Recurring Basis (Details) (Measured at fair value on a recurring basis, USD $)	Jun. 30, 2014		Dec. 31, 2013
In Thousands, unless otherwise specified
Level 1	'		'
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]	'		'
Common stock warrant liability	$0	[1]	$0	[1]
Level 1 | Money market funds	'		'
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]	'		'
Money market funds	'		1,641	[2]
Level 2	'		'
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]	'		'
Common stock warrant liability	0	[1]	0	[1]
Level 2 | Money market funds	'		'
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]	'		'
Money market funds	'		0	[2]
Level 3	'		'
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]	'		'
Common stock warrant liability	76	[1]	93	[1]
Level 3 | Money market funds	'		'
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]	'		'
Money market funds	'		$0	[2]
[1]	The fair value of our common stock warrant liability 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.

FAIR_VALUE_MEASUREMENTS_Assump

FAIR VALUE MEASUREMENTS - Assumptions (Details) (Common stock warrant)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Fair value measurements:	'	'
Number of shares underlying the Warrants	1,794,646	1,577,979
Assumptions used to measure the accrued warrant liability:	'	'
Remaining contractual life in years	'	'3 years
Volatility	'	78.80%
Risk-free interest rate	'	0.66%
Expected dividend yield	0.00%	0.00%
Minimum	'	'
Assumptions used to measure the accrued warrant liability:	'	'
Remaining contractual life in years	'2 years	'
Volatility	107.00%	'
Risk-free interest rate	0.47%	'
Maximum	'	'
Assumptions used to measure the accrued warrant liability:	'	'
Remaining contractual life in years	'6 years 3 months 29 days	'
Volatility	116.00%	'
Risk-free interest rate	2.13%	'

STOCKHOLDERS_EQUITY_Treasury_S

STOCKHOLDERS' EQUITY - Treasury Stock (Details) (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Class of Stock [Line Items]	'	'
Payments related to tax witholding	$5,000	$111,000
Treasury stock issued, shares	1,000,000	'
Weighted cost of shares issued from treasury	1,300,000	'
Other accrued liabilities	'	'
Class of Stock [Line Items]	'	'
Weighted cost of shares issued from treasury	200,000	'
Additional paid-in capital	'	'
Class of Stock [Line Items]	'	'
Weighted cost of shares issued from treasury	1,100,000	'
Common stock	'	'
Class of Stock [Line Items]	'	'
Shares paid for tax witholding	20,304	'
Payments related to tax witholding	$5,000	'

STOCKHOLDERS_EQUITY_Allocation

STOCKHOLDERS' EQUITY - Allocation of Share-based Compensation Expense (Details) (USD $)	3 Months Ended		6 Months Ended
In Thousands, unless otherwise specified	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]	'	'	'	'
Stock-based compensation	$92	$149	$247	$1,128
Cost of services	'	'	'	'
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]	'	'	'	'
Stock-based compensation	19	16	40	33
Sales and marketing	'	'	'	'
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]	'	'	'	'
Stock-based compensation	14	3	37	121
Technology and development	'	'	'	'
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]	'	'	'	'
Stock-based compensation	4	55	33	98
General and administrative	'	'	'	'
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]	'	'	'	'
Stock-based compensation	$55	$75	$137	$876

STOCKHOLDERS_EQUITY_Valuation_

STOCKHOLDERS' EQUITY - Valuation Assumptions (Details)	6 Months Ended	12 Months Ended	6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
			Stock options	Stock options	Restricted stock	Restricted stock
Share-based Compensation Arrangements:	'	'	'	'	'	'
Expected life in years	'8 years 1 month 6 days	'8 years 8 months 12 days	'4 years 4 months 20 days	'3 years 11 months 4 days	'	'
Volatility	'	'	86.51%	74.03%	'	'
Risk-free interest rate	'	'	1.53%	0.45%	'	'
Dividend rate	'	'	0.00%	0.00%	'	'
Forfeiture rate	'	'	21.89%	22.70%	0.00%	15.04%

STOCKHOLDERS_EQUITY_Options_Ac

STOCKHOLDERS' EQUITY - Options Activity (Details) (USD $)	6 Months Ended	12 Months Ended	6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014
			Stock options	Stock options	Restricted stock
Available for Grant	'	'	'	'	'
Balance at beginning of period (in shares)	1,533,516	'	'	'	'
Authorized (in shares)	1,659,781	'	'	'	'
Options granted (in shares)	'	'	-40,000	'	'
Restricted stock awards granted (in shares)	'	'	'	'	-100,000
Options canceled (in shares)	'	'	426,253	'	'
Restricted stock awards forfeited (in shares)	'	'	'	'	0
Balance at end of period (in shares)	3,480,000	1,533,516	'	'	'
Number of Options	'	'	'	'	'
Balance at beginning of period (in shares)	'	'	2,698,310	'	'
Options granted (in shares)	'	'	40,000	'	'
Options exercised (in shares)	'	'	0	'	'
Options canceled (in shares)	'	'	-426,253	'	'
Balance at end of period (in shares)	'	'	2,312,000	'	'
Exercisable at end of period (in shares)	884,482	'	'	'	'
Weighted Average Exercise Price	'	'	'	'	'
Balance at beginning of period (USD per share)	'	'	$0.67	'	'
Options granted (USD per share)	'	'	$0.25	'	'
Options exercised (USD per share)	'	'	'	'	'
Options canceled (USD per share)	'	'	$0.66	'	'
Balance at end of perido (USD per share)	'	'	$0.67	'	'
Exercisable at end of period (USD per share)	$0.94	'	'	'	'
Weighted Average Remaining Contractual Term	'	'	'	'	'
Balance at beginning of period	'8 years 1 month 6 days	'8 years 8 months 12 days	'4 years 4 months 20 days	'3 years 11 months 4 days	'
Balance at end of period	'8 years 1 month 6 days	'8 years 8 months 12 days	'4 years 4 months 20 days	'3 years 11 months 4 days	'
Exercisable at end of period	'6 years 10 months 24 days	'	'	'	'

STOCKHOLDERS_EQUITY_Restricted

STOCKHOLDERS' EQUITY - Restricted Stock Activity (Details) (Restricted stock, USD $)	6 Months Ended
	Jun. 30, 2014
Restricted stock	'
Number of Shares	'
Balance at beginning of period (in shares)	581,875
Granted (in shares)	100,000
Vested (in shares)	-258,750
Forfeited (in shares)	0
Balance at end of period (in shares)	423,000
Weighted Average Grant Price	'
Balance at beginning of period (USD per share)	$0.69
Granted (USD per share)	$0.25
Vested (USD per share)	$0.49
Forfeited (USD per share)	$0
Balance at end of period (USD per share)	$0.71
Fair value of nonvested awards	$300,000

STOCKHOLDERS_EQUITY_Stock_Comp

STOCKHOLDERS' EQUITY - Stock Compensation Narrative (Details) (USD $)	6 Months Ended	3 Months Ended		12 Months Ended
In Thousands, except Share data, unless otherwise specified	Jun. 30, 2014	Jun. 30, 2014	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2014	Jun. 30, 2014
		Members of the Board	Members of the Board	2003 Plan	2003 Plan	2003 Plan
			Restricted stock		Common stock	Common stock
			board_director_members			Maximum
Share-based Compensation Arrangements:	'	'	'	'	'	'
Stock-based compensation relating to unvested awards	$899	'	'	'	'	'
Current unvested and outstanding grants expected to be expensed in current year	$155	'	'	'	'	'
Percentage limit to annual increase in total shares authorized	'	'	'	'	'	4.00%
Limit to annual increase in total shares authroized (in shares)	'	'	'	'	2,000,000	'
Shares outstanding	'	'	'	41,495,000	'	'
Authorized (in shares)	1,659,781	'	'	1,660,000	'	'
Restricted stock awards granted in period (in shares)	'	100,000	'	'	'	'
Number of board of director members	'	'	2	'	'	'