Rainmaker Systems (VCTL) 10-Q 19 Nov 14 2014 Q3 Quarterly report Financial data

DOCUMENT_AND_ENTITY_INFORMATIO

DOCUMENT AND ENTITY INFORMATION	9 Months Ended
	Sep. 30, 2014	Nov. 14, 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-Sep-14	'
Document Fiscal Year Focus	'2014	'
Document Fiscal Period Focus	'Q3	'
Amendment Flag	'false	'
Entity Common Stock, Shares Outstanding	'	42,252,329

CONSOLIDATED_BALANCE_SHEETS_Un

CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $)	Sep. 30, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
Current assets:	'	'
Cash and cash equivalents	$170	$3,633
Restricted cash	61	3
Accounts receivable, net of allowance of $10 and $11, respectively	1,262	3,554
Prepaid expenses and other current assets	1,287	1,618
Total current assets	2,780	8,808
Property and equipment, net	891	691
Other non-current assets	919	840
Total assets	4,590	10,339
Current liabilities:	'	'
Accounts payable	15,581	13,042
Accrued compensation and benefits	769	1,001
Other accrued liabilities	2,263	3,665
Deferred revenue	2,027	1,965
Convertible and supplemental notes payable, net of discount of $4,457 and $0	231	0
Derivative liability conversion option	952	0
Notes payable	200	3,641
Total current liabilities	22,023	23,314
Deferred tax liability	0	26
Deferred revenue, less current portion	2,135	1,629
Common stock warrant liability	1,446	93
Other long-term liabilities	90	172
Total liabilities	25,694	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, 43,582 shares issued and 42,259 shares outstanding at September 30, 2014 and 43,795 shares issued and 41,495 shares outstanding at December 31, 2013	42	41
Additional paid-in capital	136,685	137,445
Accumulated deficit	-155,837	-149,169
Accumulated other comprehensive loss	-363	-336
Treasury stock, at cost; 1,323 shares at September 30, 2014 and 2,300 shares at December 31, 2013	-1,631	-2,876
Total stockholders’ deficit	-21,104	-14,895
Total liabilities and stockholders’ deficit	$4,590	$10,339

CONSOLIDATED_BALANCE_SHEET_Una

CONSOLIDATED BALANCE SHEET (Unaudited) (Parentheticals) (USD $)	Sep. 30, 2014	Dec. 31, 2013
In Thousands, except Share data, unless otherwise specified
Statement of Financial Position [Abstract]	'	'
Accounts receivable, allowance	$10	$11
Convertible notes payable, discount	$4,457	$0
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)	43,582,000	43,795,000
Common stock, oustanding (in shares)	42,259,000	41,495,000
Treasury stock (in shares)	1,323,000	2,300,000

CONSOLIDATED_STATEMENTS_OF_COM

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (USD $)	3 Months Ended		9 Months Ended
In Thousands, except Per Share data, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Net revenue	$1,882	$4,160	$9,139	$13,546
Cost of services	1,834	3,008	8,068	9,324
Gross profit	48	1,152	1,071	4,222
Operating expenses:	'	'	'	'
Sales and marketing	445	905	2,260	2,422
Technology and development	778	1,231	2,517	3,613
General and administrative	699	2,102	2,577	6,853
Restructuring expense	365	0	365	0
Depreciation and amortization	117	396	286	1,241
Total operating expenses	2,404	4,634	8,005	14,129
Operating loss	-2,356	-3,482	-6,934	-9,907
(Gain) loss due to change in fair value of warrant liability and derivative liability	-1,267	66	-1,284	-148
Loss on issuance of convertible notes payable	483	0	483	0
Interest and other expense, net	321	59	589	205
Loss before income tax expense	-1,893	-3,607	-6,722	-9,964
Income tax expense	-86	-20	-53	35
Net loss from continuing operations	-1,807	-3,587	-6,669	-9,999
Net income (loss) from discontinued operations, net of tax	0	-34	0	53
Net loss	-1,807	-3,621	-6,669	-9,946
Foreign currency translation adjustments	10	85	-26	-87
Comprehensive loss	($1,797)	($3,536)	($6,695)	($10,033)
Basic and diluted net income (loss) per share:	'	'	'	'
Net loss from continuing operations (USD per share)	($0.04)	($0.09)	($0.16)	($0.28)
Net income (loss) from discontinued operations (USD per share)	$0	$0	$0	$0
Net loss (USD per share)	($0.04)	($0.09)	($0.16)	($0.28)
Weighted average common shares - basic and diluted (in shares)	41,891	40,684	41,980	35,566

CONSOLIDATED_STATEMENTS_OF_CAS

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $)	9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013
Operating activities:	'	'
Net loss	($6,669)	($9,946)
Adjustment for income from discontinued operations, net of tax	0	-53
Adjustment to reconcile net loss to net cash provided by operating activities:	'	'
Depreciation and amortization of property and equipment, incl. asset impairment	345	1,241
Amortization of debt discount	291	0
Gain due to change in fair value of warrant liability and derivative liability conversion feature	-1,284	-148
Stock-based compensation expense	291	1,352
Provision for allowance for doubtful accounts	-1	0
Loss on issuance of convertible notes payable	483	0
Provision for allowance of credit card receivables	0	420
Provision for allowances for other assets	0	280
Changes in operating assets and liabilities:	'	'
Accounts receivable	2,318	-848
Prepaid expenses and other assets	225	-207
Accounts payable	2,557	3,475
Accrued compensation and benefits	-246	576
Other accrued liabilities	-1,226	230
Deferred tax liability	-26	40
Deferred revenue	568	650
Net cash used in continuing operations	-2,374	-2,938
Net cash provided by discontinued operations	0	53
Net cash used in operating activities	-2,374	-2,885
Investing activities:	'	'
Purchases of property and equipment	-543	-1,614
Change in restricted cash, net	0	35
Net cash used in continuing operations	-543	-1,579
Net cash used in discontinued operations	0	0
Net cash used in investing activities	-543	-1,579
Financing activities:	'	'
Proceeds from issuance of common stock	0	5,534
Proceeds from borrowings	3,340	200
Repayment of borrowings	-3,787	-1,397
Restricted cash related to borrowings	-58	0
Tax payments in connection with treasury stock surrendered	-5	-132
Net cash provided by (used in) continuing operations	-510	4,205
Net cash provided by discontinued operations	0	0
Net cash provided by (used in) financing activities	-510	4,205
Effect of exchange rate changes on cash	-36	-69
Net increase (decrease) in cash and cash equivalents	-3,463	-328
Cash and cash equivalents at beginning of period	3,633	4,494
Cash and cash equivalents at end of period	170	4,166
Supplemental disclosures of cash flow information:	'	'
Cash paid for interest	164	161
Cash paid for income taxes	16	49
Supplemental disclosures of non-cash investing and financing activities:	'	'
Retirement of fully depreciated property and equipment	0	590
Common stock issued in settlement of claim	200	0
Warrants issued to convertible note holders	2,050	0
Conversion feature of convertible notes payable	1,539	0
Supplemental notes payable	1,545	0
Accrued interest on convertible notes payable	$53	$0

SUMMARY_OF_SIGNIFICANT_ACCOUNT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 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 the development and marketing of a platform for the management of outside training for profit. In addition, we generate sales from lead generation services, and SMB sales and contract renewals.
	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 Campbell, California, in the heart of the Silicon Valley. Our global clients consist primarily of large enterprises operating in a range of industries. Our strategy for long-term success of the business is to maintain and improve our position as a leading LMS provider. This will involve ongoing investment in our LMS platform to meet market demands, as well as building the sales and marketing infrastructure to support growth.
	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 nine months ended September 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, 2014. 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 $6.7 million for the nine months ended September 30, 2014. During the nine months ended September 30, 2014, we used $2.4 million in cash in operating activities.
	At September 30, 2014, the Company had a net working capital deficit of $19.2 million. Our principal source of liquidity as of September 30, 2014 consisted of $170,100 of cash and cash equivalents and $1.3 million of net accounts receivable. Notes payable under the Convertible and Supplemental Notes were $3.1 million and $1.5 million, respectively, as of September 30, 2014. Another $200,000 was payable under the Revolving Line of Credit Notes. We have received notices of default and acceleration from investors holding our Revolving Line of Credit Notes, Convertible Notes and Supplemental Notes. See Note 5 for further discussion of our debt agreements and notices of default thereunder.
	Our accounts payable balance increased from $13.0 million as of December 31, 2013 to $15.6 million as of September 30, 2014. $12.9 million of the September 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. As part of this process, in October 2014 we sold a customer contract and subcontracts to N3 North America, LLC. 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.
	On November 6, 2014, the Company received a notice of default from investors holding the Revolving Notes.  The notice of default stated that an event of default had occurred as a result of the Company’s failure to repay principal when due on October 2, 2014, and declared all principal and accrued interest outstanding under the Revolving Notes to be immediately due and payable. At November 6, 2014 accrued interest on the Revolving Notes was $2,176.
	On November 6, 2014, the Company also received a notice of default from investors (the “Majority Investors”) holding $1.8 million of the outstanding principal amount of the Company’s Convertible Notes and $900,000 of the outstanding principal amount of the Company’s Supplemental Notes.  The notice of default stated that an event of default had occurred under the Convertible Notes and Supplemental Notes as a result of the Company’s failure to repay the above-referenced Revolving Notes when due, and declared all principal and accrued interest outstanding under the Convertible Notes and Supplemental Notes held by the Majority Investors to be immediately due and payable.
	On November 17, 2014, the Company received a notification of disposition of collateral from the collateral agent for the holders of the Convertible Notes and Supplemental Notes notifying the Company that a foreclosure sale of all or substantially all of the Company’s assets would take place on December 4, 2014. If the Majority Investors and collateral agent elect to proceed with the foreclosure sale of the Company’s assets, upon completion of such sale the Company would no longer be able to continue as a going concern and would immediately cease operations. The Majority Investors have represented to the Company that in the event of a foreclosure sale in which the Majority Investors acquire the Company’s assets, their intent would be to continue operating the ViewCentral business in a separate legal entity that continues existing contractual agreements with the Company’s ViewCentral customers.
	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, embedded derivative features and warrants and the assessment of recoverability and impairment long-lived assets.
	Significant Accounting Policies - Convertible Instruments
	The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable GAAP.
	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.
	In August 2014, the FASB issued a new accounting standard which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The adoption of this pronouncement is not expected to have a material impact on the condensed consolidated financial statements.

NET_LOSS_PER_SHARE

NET LOSS PER SHARE	9 Months Ended
	Sep. 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							Nine Months Ended
		September 30,							September 30,
		2014				2013			2014			2013
	Net loss from continuing operations	$	(1,807	)		$	(3,587	)	$	(6,669	)	$	(9,999	)
	Net income (loss) from discontinued operations	—				(34		)	—			53
	Net loss	$	(1,807	)		$	(3,621	)	(6,669		)	(9,946		)
	Weighted-average shares of common stock outstanding – basic and diluted	41,891				40,684			41,980			35,566
	Basic and diluted net income (loss) per share:
	Continuing operations	$	(0.04	)		$	(0.09	)	$	(0.16	)	$	(0.28	)
	Discontinued operations	—				—			—			—
	Net loss	$	(0.04	)		$	(0.09	)	$	(0.16	)	$	(0.28	)
	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 nine months ended September 30, 2014 and 2013 as these securities were anti-dilutive (in thousands).
		Nine Months Ended
		September 30,
		2014			2013
	Unvested restricted stock awards	377			1,963
	Stock options	1			131
	Stock warrants	1,937			—
	Total anti-dilutive securities	2,315			2,094
	Stock options and warrants that were not "in the money" at September 30, 2014 and 2013 were 4,100,000 and 2,879,000, respectively.

CUSTOMER_CONCENTRATION

CUSTOMER CONCENTRATION	9 Months Ended
	Sep. 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 concentration of revenue from significant customers for the three and nine months ended September 30, 2014 and 2013.
		Three Months Ended		Nine Months Ended
		September 30,		September 30,
		2014	2013	2014	2013
	Microsoft Corporation	38%	42%	52%	41%
	Symantec Corporation	—%	26%	—%	25%
	Verizon Communications	14%	—%	11%	—%
	Hewlett-Packard Company	12%	12%	—%	10%
	The following table presents the concentration of accounts receivable as of September 30, 2014 and December 31, 2013.
		September 30, 2014	December 31, 2013
	Microsoft Corporation	17%	25%
	Symantec Corporation	36%	40%
	Hewlett-Packard Company	11%	11%
	Splunk Inc.	15%	—%
	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. Certain agreements with Microsoft expired on June 30, 2014 and were not renewed. On October 15, 2014, the Company and N3 North America, LLC signed and closed an Asset Purchase Agreement pursuant to which the Company sold to N3 our remaining Microsoft contract. This contract represented 20% of net revenue for the nine months ended September 30, 2014.

BALANCE_SHEET_COMPONENTS

BALANCE SHEET COMPONENTS	9 Months Ended
	Sep. 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):
		September 30,				December 31,
		2014				2013
	Prepaids and other current assets:
	Prepaid expenses	$	344			$	623
	Deferred financing costs	295				—
	Deferred professional service costs	275				252
	VAT tax receivable	281				440
	Other current assets	92				303
	Prepaids and other current assets	$	1,287			$	1,618
	Property and Equipment
	Property and equipment consist of the following (in thousands):
		Estimated		September 30,				December 31,
		Useful Life		2014				2013
	Property and equipment:
	Computer equipment	3 years		$	3,945			$	3,993
	Capitalized software and development	2-5 years		13,899				13,208
	Furniture and fixtures	5 years		308				309
	Leasehold improvements	Lease term		110				123
				18,262				17,633
	Accumulated depreciation and amortization			(17,375		)		(17,099		)
	Construction in process			4				157
	Property and equipment, net			$	891			$	691
	Other Non-current Assets
	Other non-current assets consist of the following (in thousands):
		30-Sep-14				31-Dec-13
	Other non-current assets:
	Credit card reserve deposits and other	$	95			$	395
	Deferred professional service costs	824				445
	Other non-current assets	$	919			$	840
	Accounts Payable
	Approximately $12.9 million in accounts payable as of September 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 September 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-Sep-14				31-Dec-13
	Other accrued liabilities:
	Payable to customers *	$	1,344			$	1,460
	Accrued professional fees	89				663
	VAT taxes payable	270				248
	Settlement liability	—				200
	Reseller rebates	—				190
	Sales reserve	—				117
	Other liabilities	560				787
	Other accrued liabilities	$	2,263			$	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 balances due.
	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 for a significant customer. The Company received acceptance of the material modifications on July 18, 2014 and began to amortize the deferred costs and recognize revenue over the remaining subscription period of 50 months.
	As of September 30, 2014, the Company has recorded deferred revenue of $4.1 million of which $2.0 million is included in current deferred revenue and $2.1 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 $275,000 and $824,000 is included in prepaid and other current assets and other noncurrent assets, respectively, at September 30, 2014.

NOTES_PAYABLE

NOTES PAYABLE	9 Months Ended
	Sep. 30, 2014
Debt Disclosure [Abstract]	'
NOTES PAYABLE	'
	NOTES PAYABLE
	Notes payable consist of the following (in thousands):
		September 30,			December 31,
		2014			2013
	Convertible notes, including accrued interest of $53	$	3,143		$	—
	Supplemental notes	1,545			—
	Discount	(4,457		)	—
	Total convertible and supplemental notes	231			—
	Comerica term loan	$	—		$	1,800
	Comerica revolving line	—			1,230
	Agility line of credit, net of discount of $0 and $96, respectively	—			404
	Revolving Line of Credit	200			—
	Notes payable – insurance	—			207
	Total notes payable	200			3,641
	2014 Convertible Notes Financing
	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 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. On September 9, 2014, the Company completed a third closing of the Financing Transaction for the sale of 90,000 units, representing gross proceeds of $90,000 and net proceeds of $83,700. 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 used the balance of the net proceeds for general corporate purposes, including working capital.
	The Convertible Notes of $3.1 million will mature on July 15, 2019 and accrue interest at a fixed rate of 8.0% per annum payable quarterly. Interest accrued from the date of issuance through June 30, 2015 will be added to the principal amount of the Convertible Notes quarterly. During the continuance of an event of default, the Convertible Notes may accrue interest at a default rate of 15% per annum. 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 accrue interest at a fixed rate of 8.0% per annum payable at maturity. During the continuance of an event of default, the Supplemental Notes may accrue interest at a default rate of 15% per annum. However, the Supplemental Notes can be canceled after two years if certain insolvency related events have been remediated.
	The Convertible Notes and Supplemental Notes are secured by a first lien on 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. 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 the Company is not able to comply with such covenants or if any event of default otherwise occurs, the outstanding note balances could become due and payable immediately. On November 6, 2014, we received a notice of default and acceleration from certain holders of our Convertible Notes and Supplemental Notes. See below under the heading “Events of Default - Convertible Notes, Supplemental Notes and Revolving Notes” for a further discussion of the notices of default and acceleration received under our debt agreements.
	In connection with the Financing Transaction, the Company issued 12,360,000 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. As such, the Company is required to record the warrants which do not have fixed settlement provisions as liabilities and mark to market at the end of each reporting period.
	September 2014 Revolving Line of Credit Note
	On September 2, 2014, the Company obtained $200,000 under Revolving Line of Credit Notes (the "Revolving Notes") from two investors in the Financing Transaction. The Revolving Notes are secured by a second lien on substantially all of the Company's consolidated assets. Outstanding principal accrues interest at a fixed rate of 5% per annum, payable quarterly starting December 31, 2014. During the continuance of an event of default, outstanding principal may accrue interest at a default rate of 7% per annum. Each advance must be paid within 30 days of the date of such advance. The Company borrowed the full $200,000 on the Revolving Notes on September 2, 2014 and this amount remained outstanding as of September 30, 2014. On November 6, 2014, we received a notice of default and acceleration from the holders of our Revolving Notes. See below under the heading “Events of Default - Convertible Notes, Supplemental Notes and Revolving Notes” for a further discussion of the notices of default and acceleration received under our debt agreements.
	Events of Default - Convertible Notes, Supplemental Notes, and Revolving Notes
	On November 6, 2014, the Company received a notice of default from investors holding the Revolving Notes.  The notice of default stated that an event of default had occurred as a result of the Company’s failure to repay principal when due on October 2, 2014, and declared all principal and accrued interest outstanding under the Revolving Notes to be immediately due and payable. At November 6, 2014 accrued interest on the Revolving Notes was $2,176.
	On November 6, 2014, the Company also received a notice of default from investors (the “Majority Investors”) holding $1.8 million of the outstanding principal amount of the Company’s Convertible Notes and $900,000 of the outstanding principal amount of the Company’s Supplemental Notes.  The notice of default stated that an event of default had occurred under the Convertible Notes and Supplemental Notes as a result of the Company’s failure to repay the above-referenced Revolving Notes when due, and declared all principal and accrued interest outstanding under the Convertible Notes and Supplemental Notes held by the Majority Investors to be immediately due and payable.
	On November 17, 2014, the Company received a notification of disposition of collateral from the collateral agent for the holders of the Convertible Notes and Supplemental Notes notifying the Company that a foreclosure sale of all or substantially all of the Company’s assets would take place on December 4, 2014. If the Majority Investors and collateral agent elect to proceed with the foreclosure sale of the Company’s assets, upon completion of such sale the Company would no longer be able to continue as a going concern and would immediately cease operations. The Majority Investors have represented to the Company that in the event of a foreclosure sale in which the Majority Investors acquire the Company’s assets, their intent would be to continue operating the ViewCentral business in a separate legal entity that continues existing contractual agreements with the Company’s ViewCentral customers.
	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. Amounts borrowed under the Revolving Line became due on December 14, 2013, which was subsequently extended to May 1, 2014. The outstanding amount under the Revolving Line of $998,000 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.
	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. The outstanding amount under the Agility Loan Agreement of $432,000 was repaid by the Company on July 15, 2014, and the Agility Loan Agreement was terminated.
	Notes Payable – Insurance
	On December 11, 2013, the Company 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 was 4.99% and the note was 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	9 Months Ended
	Sep. 30, 2014
Commitments and Contingencies Disclosure [Abstract]	'
COMMITMENTS AND CONTINGENCIES	'
	COMMITMENTS AND CONTINGENCIES
	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.
	On September 29, 2014, the Company received a complaint filed against the Company by Symantec Corporation (“Symantec”) in the Superior Court of California, Santa Clara County, alleging breach of contract arising from the Master Services Agreement entered into by the Company and Symantec in June 2006, the statement of work entered into by the parties in June 2008 and the Online Store Agreement for SMB and Midmarket Businesses entered into by the parties in June 2010. In the complaint Symantec seeks payment of unpaid amounts thereunder in the approximate amount of $12.4 million, plus interest and attorneys’ fees and costs.
	From time to time in the ordinary course of business, we are subject to other claims, asserted or unasserted, or named as a party to other lawsuits or investigations. We are not aware of any such asserted or unasserted legal proceedings or claims that we believe would have a material adverse effect on our financial condition or results of operations.

FAIR_VALUE_MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 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 (common stock warrant liability and derivative liability conversion option) for the nine months ended September 30, 2014 and 2013 is as follows (in thousands):
		Nine Months Ended
		September 30,
		2014			2013
	Balance at December 31, 2013 and 2012, respectively	$	93		$	348
	Issuances	—			—
	Gain on fair value remeasurement	(17		)	(225		)
	Balance at March 31, 2014 and 2013, respectively	76			123
	Issuances	—			—
	Loss on fair value remeasurement	—			11
	Balance at June 30, 2014 and 2013, respectively	76			134
	Issuances	3,589			—
	(Gain) loss on fair value remeasurement	(1,267		)	66
	Balance at September 30, 2014 and 2013, respectively	$	2,398		$	200
	The following table represents the fair value hierarchy for our financial assets and liabilities held by the Company measured at fair value on a recurring basis (in thousands):
		Level 1			Level 2			Level 3
	September 30, 2014
	Liabilities:
	Common stock warrant liability (2)	$	—		$	—		$	1,446
	Derivative liability conversion option	$	—		$	—		$	952
	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 the common stock warrant liability and the derivative liability conversion option. The following are the assumptions used to measure the warrant liability at September 30, 2014 and 2013 and at date of issuance, which were determined in a manner consistent with that described for stock option awards as set forth in Note 8:
		30-Sep-14					At Issuance	September 30, 2013
		2011 Warrants		2013 Warrants	2014 Warrants		2014 Warrants	2011 Warrants
	Number of shares underlying the Warrants	1,578,000		217,000	12,360,000		12,360,000	1,578,000
	Exercise price	$1.05 - $1.40		$0.45	$0.08		$0.08	$1.05 - $1.40
	Remaining contractual life in years	1.75		6.08	9.8		10	2.75
	Volatility	144.30%		108.25%	107.35%		107.35%	85%
	Risk-free interest rate	0.58%		2.00%	2.64%		2.57%	0.63%
	Expected dividend yield	—%		—%	—%		—%	—%
	Closing price of common stock	$0.12		$0.12	$0.12		$0.10 - $0.19
	The following are the assumptions used to measure the derivative liability conversion option with respect to the convertible notes payable at September 30, 2014 and at date of issuance:
		30-Sep-14		At Issuance
	Number of shares underlying the conversion option feature	12,570,400		12,360,000
	Conversion price	$0.25		$0.25
	Remaining contractual life in years	4.75		5
	Volatility	100.57%		100.57%
	Risk-free interest rate	1.78%		1.70%
	Expected dividend yield	—		—
	Closing price of common stock	$0.12		$0.10 - $0.19
	The amounts reported as cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities at September 30, 2014 and December 31, 2013 approximate fair value due to their short-term maturities.

STOCKHOLDERS_EQUITY

STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2014
Equity [Abstract]	'
STOCKHOLDERS' EQUITY	'
	STOCKHOLDERS' EQUITY
	Treasury Stock
	During the nine months ended September 30, 2014, the Company had restricted stock awards that vested. The Company is required to withhold income taxes at statutory rates based on the closing market value of the vested shares on the date of vesting. Accordingly, the Company offers employees the ability to have vested shares withheld in an amount equal to the amount of taxes to be withheld. The Company purchased 23,057 shares during the nine months ended September 30, 2014 with a cost of approximately $5,000 from employees to cover federal and state taxes due.
	During the nine months ended September 30, 2014, the Company issued 1,000,000 shares from treasury pursuant to the settlement agreement with our former CEO, Michael Silton. 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
	The Company expenses stock-based compensation to the same expense categories in which the respective award grantee’s salary expense is reported. The table below reflects stock-based compensation expense for the three and nine months ended September 30, 2014 and 2013 (in thousands):
		Three Months Ended							Nine Months Ended
		September 30,							September 30,
		2014			2013				2014			2013
	Stock-based compensation expense included in:
	Cost of services	$	15		$	24			$	55		$	57
	Sales and marketing	17			15				54			136
	Technology and development	2			59				35			157
	General and administrative	10			126				147			1,002
		$	44		$	224			$	291		$	1,352
	At September 30, 2014, approximately $834,000 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 $30,000 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 nine months ended September 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:
		Nine Months Ended
		September 30,
		2014		2013
	Expected life in years	4.39		3.94
	Volatility	93.12	%	75.16	%
	Risk-free interest rate	1.57	%	0.5	%
	Dividend rate	—	%	—	%
	Forfeiture Rates:
	Options	21.89	%	21.66	%
	Restricted stock	—	%	15.9	%
	Expected life of option grants is estimated based on an analysis of actual historical option exercises and cancellations. Expected stock price volatility is based on the historical volatility from traded shares of the Company's 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. The Company has not historically paid dividends, and does not expect to pay dividends in the near term. Therefore the dividend rate has been set to zero.
	A summary of activity under the 2003 Stock Incentive Plan (the "2003 Plan") and 2012 Equity Inducement Plan (the "2012 Plan") for the nine months ended September 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	(60	)	60			0.22
	Restricted stock awards granted	(100	)	—
	Options exercised	—		—
	Options canceled	1,409		(1,409	)		0.6
	Restricted stock awards forfeited	315		—
	Balance at September 30, 2014	4,758		1,349			$	0.73			6.8 years
	Exercisable at September 30, 2014			706			$	0.99			5.1 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 the 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 nine months ended September 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 September 30, 2014, the Company 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	(311	)	0.51
	Forfeited	(315	)	0.69
	Balance of nonvested shares at September 30, 2014	56		$	0.89
	The total grant date fair value of the nonvested restricted stock awards was $50,000 as of September 30, 2014.

SUBSEQUENT_EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 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.

RESTRUCTURING

RESTRUCTURING	9 Months Ended
	Sep. 30, 2014
Restructuring and Related Activities [Abstract]	'
RESTRUCTURING	'
	RESTRUCTURING
	Effective July 15, 2014, Donald Massaro resigned as President and Chief Executive Officer of the Company. Effective July 15, 2014, Bradford Peppard agreed to resign as Executive Vice President and Chief Financial Officer of the Company; this resignation became effective September 12, 2014.
	In connection with Mr. Massaro’s separation from the Company, the Company and Mr. Massaro entered into a Settlement Agreement and General Release. Pursuant to the agreement, Mr. Massaro is entitled to a severance payment in accordance with his employment contract of $221,250, which is equal to nine (9) months base salary, payable in accordance with the Company’s normal payroll schedule. As of September 30, 2014, $175,866 of this amount remained outstanding.
	In connection with Mr. Peppard's separation from the Company, the Company intends to pay Mr. Peppard a severance payment in accordance with his employment contract in the amount of $125,000, which is equal to six (6) months base salary. Payment would be made in six (6) monthly payments beginning in January 2015.
	In September, 2014, the Company decided to close its Godalming (UK) office. The Company occupied premises at this location under a lease agreement that ends March 1, 2015. As part of its decision to close this office, the Company recorded a charge of $19,138 representing amounts owed on the lease from October 1, 2014 to the end of the lease.

SUMMARY_OF_SIGNIFICANT_ACCOUNT1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 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 nine months ended September 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, 2014. 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, embedded derivative features 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.
	In August 2014, the FASB issued a new accounting standard which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The adoption of this pronouncement is not expected to have a material impact on the condensed consolidated financial statements.

NET_LOSS_PER_SHARE_Tables

NET LOSS PER SHARE (Tables)	9 Months Ended
	Sep. 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							Nine Months Ended
		September 30,							September 30,
		2014				2013			2014			2013
	Net loss from continuing operations	$	(1,807	)		$	(3,587	)	$	(6,669	)	$	(9,999	)
	Net income (loss) from discontinued operations	—				(34		)	—			53
	Net loss	$	(1,807	)		$	(3,621	)	(6,669		)	(9,946		)
	Weighted-average shares of common stock outstanding – basic and diluted	41,891				40,684			41,980			35,566
	Basic and diluted net income (loss) per share:
	Continuing operations	$	(0.04	)		$	(0.09	)	$	(0.16	)	$	(0.28	)
	Discontinued operations	—				—			—			—
	Net loss	$	(0.04	)		$	(0.09	)	$	(0.16	)	$	(0.28	)
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 nine months ended September 30, 2014 and 2013 as these securities were anti-dilutive (in thousands).
		Nine Months Ended
		September 30,
		2014			2013
	Unvested restricted stock awards	377			1,963
	Stock options	1			131
	Stock warrants	1,937			—
	Total anti-dilutive securities	2,315			2,094

BALANCE_SHEET_COMPONENTS_Table

BALANCE SHEET COMPONENTS (Tables)	9 Months Ended
	Sep. 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):
		September 30,				December 31,
		2014				2013
	Prepaids and other current assets:
	Prepaid expenses	$	344			$	623
	Deferred financing costs	295				—
	Deferred professional service costs	275				252
	VAT tax receivable	281				440
	Other current assets	92				303
	Prepaids and other current assets	$	1,287			$	1,618
Components of property and equipment	'
	Property and equipment consist of the following (in thousands):
		Estimated		September 30,				December 31,
		Useful Life		2014				2013
	Property and equipment:
	Computer equipment	3 years		$	3,945			$	3,993
	Capitalized software and development	2-5 years		13,899				13,208
	Furniture and fixtures	5 years		308				309
	Leasehold improvements	Lease term		110				123
				18,262				17,633
	Accumulated depreciation and amortization			(17,375		)		(17,099		)
	Construction in process			4				157
	Property and equipment, net			$	891			$	691
Schedule of other non-current assets	'
	Other non-current assets consist of the following (in thousands):
		30-Sep-14				31-Dec-13
	Other non-current assets:
	Credit card reserve deposits and other	$	95			$	395
	Deferred professional service costs	824				445
	Other non-current assets	$	919			$	840
Schedule of other accrued liabilities	'
	Other accrued liabilities consist of the following (in thousands):
		30-Sep-14				31-Dec-13
	Other accrued liabilities:
	Payable to customers *	$	1,344			$	1,460
	Accrued professional fees	89				663
	VAT taxes payable	270				248
	Settlement liability	—				200
	Reseller rebates	—				190
	Sales reserve	—				117
	Other liabilities	560				787
	Other accrued liabilities	$	2,263			$	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 balances due.

NOTES_PAYABLE_Tables

NOTES PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2014
Debt Disclosure [Abstract]	'
Components of long-term debt	'
	Notes payable consist of the following (in thousands):
		September 30,			December 31,
		2014			2013
	Convertible notes, including accrued interest of $53	$	3,143		$	—
	Supplemental notes	1,545			—
	Discount	(4,457		)	—
	Total convertible and supplemental notes	231			—
	Comerica term loan	$	—		$	1,800
	Comerica revolving line	—			1,230
	Agility line of credit, net of discount of $0 and $96, respectively	—			404
	Revolving Line of Credit	200			—
	Notes payable – insurance	—			207
	Total notes payable	200			3,641

FAIR_VALUE_MEASUREMENTS_Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 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 (common stock warrant liability and derivative liability conversion option) for the nine months ended September 30, 2014 and 2013 is as follows (in thousands):
		Nine Months Ended
		September 30,
		2014			2013
	Balance at December 31, 2013 and 2012, respectively	$	93		$	348
	Issuances	—			—
	Gain on fair value remeasurement	(17		)	(225		)
	Balance at March 31, 2014 and 2013, respectively	76			123
	Issuances	—			—
	Loss on fair value remeasurement	—			11
	Balance at June 30, 2014 and 2013, respectively	76			134
	Issuances	3,589			—
	(Gain) loss on fair value remeasurement	(1,267		)	66
	Balance at September 30, 2014 and 2013, respectively	$	2,398		$	200
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 the Company measured at fair value on a recurring basis (in thousands):
		Level 1			Level 2			Level 3
	September 30, 2014
	Liabilities:
	Common stock warrant liability (2)	$	—		$	—		$	1,446
	Derivative liability conversion option	$	—		$	—		$	952
	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 and embedded derivative feature liability	'
	The following are the assumptions used to measure the warrant liability at September 30, 2014 and 2013 and at date of issuance, which were determined in a manner consistent with that described for stock option awards as set forth in Note 8:
		30-Sep-14					At Issuance	September 30, 2013
		2011 Warrants		2013 Warrants	2014 Warrants		2014 Warrants	2011 Warrants
	Number of shares underlying the Warrants	1,578,000		217,000	12,360,000		12,360,000	1,578,000
	Exercise price	$1.05 - $1.40		$0.45	$0.08		$0.08	$1.05 - $1.40
	Remaining contractual life in years	1.75		6.08	9.8		10	2.75
	Volatility	144.30%		108.25%	107.35%		107.35%	85%
	Risk-free interest rate	0.58%		2.00%	2.64%		2.57%	0.63%
	Expected dividend yield	—%		—%	—%		—%	—%
	Closing price of common stock	$0.12		$0.12	$0.12		$0.10 - $0.19
	The following are the assumptions used to measure the derivative liability conversion option with respect to the convertible notes payable at September 30, 2014 and at date of issuance:
		30-Sep-14		At Issuance
	Number of shares underlying the conversion option feature	12,570,400		12,360,000
	Conversion price	$0.25		$0.25
	Remaining contractual life in years	4.75		5
	Volatility	100.57%		100.57%
	Risk-free interest rate	1.78%		1.70%
	Expected dividend yield	—		—
	Closing price of common stock	$0.12		$0.10 - $0.19

STOCKHOLDERS_EQUITY_Tables

STOCKHOLDERS' EQUITY (Tables)	9 Months Ended
	Sep. 30, 2014
Equity [Abstract]	'
Stock-based compensation expense	'
	The table below reflects stock-based compensation expense for the three and nine months ended September 30, 2014 and 2013 (in thousands):
		Three Months Ended							Nine Months Ended
		September 30,							September 30,
		2014			2013				2014			2013
	Stock-based compensation expense included in:
	Cost of services	$	15		$	24			$	55		$	57
	Sales and marketing	17			15				54			136
	Technology and development	2			59				35			157
	General and administrative	10			126				147			1,002
		$	44		$	224			$	291		$	1,352
Weighted average valuation assumptions for stock option awards and forfeiture rates used for the expense calculations for stock option and restricted stock awards	'
	During the nine months ended September 30, 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:
		Nine Months Ended
		September 30,
		2014		2013
	Expected life in years	4.39		3.94
	Volatility	93.12	%	75.16	%
	Risk-free interest rate	1.57	%	0.5	%
	Dividend rate	—	%	—	%
	Forfeiture Rates:
	Options	21.89	%	21.66	%
	Restricted stock	—	%	15.9	%
Summary of activity under equity incentive plan	'
	A summary of activity under the 2003 Stock Incentive Plan (the "2003 Plan") and 2012 Equity Inducement Plan (the "2012 Plan") for the nine months ended September 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	(60	)	60			0.22
	Restricted stock awards granted	(100	)	—
	Options exercised	—		—
	Options canceled	1,409		(1,409	)		0.6
	Restricted stock awards forfeited	315		—
	Balance at September 30, 2014	4,758		1,349			$	0.73			6.8 years
	Exercisable at September 30, 2014			706			$	0.99			5.1 years
Summary of restricted stock award activity	'
	The following table summarizes the activity with regard to restricted stock awards during the nine months ended September 30, 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 September 30, 2014, the Company 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	(311	)	0.51
	Forfeited	(315	)	0.69
	Balance of nonvested shares at September 30, 2014	56		$	0.89

SUMMARY_OF_SIGNIFICANT_ACCOUNT2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $)

3 Months Ended

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Dec. 31, 2013

Dec. 31, 2012

Sep. 30, 2014

Dec. 31, 2013

Nov. 06, 2014

Sep. 30, 2014

Jul. 15, 2014

Dec. 31, 2013

Nov. 06, 2014

Sep. 30, 2014

Jul. 15, 2014

Dec. 31, 2013

Nov. 06, 2014

Revolving line of credit

Revolving line of credit

Revolving line of credit

Secured promissory notes

Secured promissory notes

Secured promissory notes

Secured promissory notes

Secured promissory notes

Secured promissory notes

Secured promissory notes

Secured promissory notes

Subsequent event

Revolving line of credit

Convertible notes

Convertible notes

Convertible notes

Supplemental notes

Supplemental notes

Supplemental notes

Supplemental notes

Subsequent event

Subsequent event

Debt Instrument [Line Items]

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Notes payable

$200,000

'

$200,000

'

$3,641,000

'

$200,000

$0

'

$200,000

'

'

'

'

'

'

'

Total convertible and supplemental notes

231,000

'

231,000

'

0

'

'

'

'

'

3,143,000

0

'

1,545,000

1,545,000

0

'

Accrued interest

'

'

'

'

'

'

'

'

2,176

'

'

'

'

'

'

'

'

Outstanding amount

'

'

'

'

'

'

'

'

'

'

'

'

1,800,000

'

'

'

900,000

Net loss from continuing operations

-1,807,000

-3,587,000

-6,669,000

-9,999,000

'

'

'

'

'

'

'

'

'

'

'

'

'

Net cash used in operating activities from continuing operations

'

'

-2,374,000

-2,938,000

'

'

'

'

'

'

'

'

'

'

'

'

'

Working capital deficit

-19,200,000

'

-19,200,000

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Cash and cash equivalents

170,000

4,166,000

170,000

4,166,000

3,633,000

4,494,000

'

'

'

'

'

'

'

'

'

'

'

Accounts receivable

1,262,000

'

1,262,000

'

3,554,000

'

'

'

'

'

'

'

'

'

'

'

'

Accounts payable

15,581,000

'

15,581,000

'

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		9 Months Ended
In Thousands, except Per Share data, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Earnings Per Share [Abstract]	'	'	'	'
Net loss from continuing operations	($1,807)	($3,587)	($6,669)	($9,999)
Net income (loss) from discontinued operations	0	-34	0	53
Net loss	($1,807)	($3,621)	($6,669)	($9,946)
Weighted-average shares of common stock outstanding – basic and diluted	41,891	40,684	41,980	35,566
Basic and diluted net income (loss) per share:	'	'	'	'
Continuing operations (USD per share)	($0.04)	($0.09)	($0.16)	($0.28)
Discontinued operations (USD per share)	$0	$0	$0	$0
Net loss (USD per share)	($0.04)	($0.09)	($0.16)	($0.28)

NET_LOSS_PER_SHARE_Antidilutiv

NET LOSS PER SHARE - Antidilutive Securities (Details)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]	'	'	'	'
Total anti-dilutive securities	4,237	1,650	2,315	2,094
Stock options and warrants not in the money	4,100	2,879	4,100	2,879
Unvested restricted stock awards	'	'	'	'
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]	'	'	'	'
Total anti-dilutive securities	132	1,571	377	1,963
Stock options	'	'	'	'
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]	'	'	'	'
Total anti-dilutive securities	0	79	1	131
Stock warrants	'	'	'	'
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]	'	'	'	'
Total anti-dilutive securities	4,105	0	1,937	0

CUSTOMER_CONCENTRATION_Details

CUSTOMER CONCENTRATION (Details) (Customer concentration risk)

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

9 Months Ended

12 Months Ended

9 Months Ended

12 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

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

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

N3

Microsoft Corporation

Microsoft Corporation

Symantec Corporation

Symantec Corporation

Hewlett-Packard Company

Hewlett-Packard Company

Splunk Inc.

Splunk Inc.

Concentration Risk [Line Items]

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Concentration risk percentage

38.00%

42.00%

52.00%

41.00%

0.00%

26.00%

0.00%

25.00%

14.00%

0.00%

11.00%

0.00%

12.00%

12.00%

0.00%

10.00%

20.00%

17.00%

25.00%

36.00%

40.00%

11.00%

11.00%

15.00%

0.00%

BALANCE_SHEET_COMPONENTS_Prepa

BALANCE SHEET COMPONENTS - Prepaids and Other Current Assets (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
Balance Sheet Related Disclosures [Abstract]	'	'
Prepaid expenses	$344	$623
Deferred financing costs	295	0
Deferred professional service costs	275	252
VAT tax receivable	281	440
Other current assets	92	303
Prepaids and other current assets	$1,287	$1,618

BALANCE_SHEET_COMPONENTS_Prope

BALANCE SHEET COMPONENTS - Property and Equipment (Details) (USD $)	9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Components of property and equipment:	'	'
Property and equipment, gross	$18,262	$17,633
Accumulated depreciation and amortization	-17,375	-17,099
Construction in process	4	157
Property and equipment, net	891	691
Computer equipment	'	'
Property and equipment:	'	'
Useful life of property and equipment	'3 years	'
Components of property and equipment:	'	'
Property and equipment, gross	3,945	3,993
Capitalized software and development	'	'
Components of property and equipment:	'	'
Property and equipment, gross	13,899	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	308	309
Leasehold improvements	'	'
Components of property and equipment:	'	'
Property and equipment, gross	$110	$123

BALANCE_SHEET_COMPONENTS_Other

BALANCE SHEET COMPONENTS - Other Non-current Assets (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
Balance Sheet Related Disclosures [Abstract]	'	'
Credit card reserve deposits and other	$95	$395
Deferred professional service costs	824	445
Other non-current assets	$919	$840

BALANCE_SHEET_COMPONENTS_Accou

BALANCE SHEET COMPONENTS - Accounts Payable and Other Accrued Liabilities (Details) (USD $)	Sep. 30, 2014		Dec. 31, 2013
In Thousands, unless otherwise specified
Balance Sheet Related Disclosures [Line Items]	'		'
Accounts payable	$15,581		$13,042
Accounts receivable	1,262		3,554
Payable to customers	1,344	[1]	1,460	[1]
Accrued professional fees	89		663
VAT taxes payable	270		248
Settlement liability	0		200
Reseller rebates	0		190
Sales reserve	0		117
Other liabilities	560		787
Other accrued liabilities	2,263		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 balances due.

BALANCE_SHEET_COMPONENTS_Defer

BALANCE SHEET COMPONENTS - Deferred Revenue and Deferred Professional Service Costs (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2014	Sep. 30, 2014	Sep. 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]	'	'	'	'	'
Remaining subscription period	'	'	'50 months	'	'
Deferred revenue	'	'	$4,100,000	'	'
Current deferred revenue	2,027,000	1,965,000	2,000,000	'	'
Noncurrent deferred revenue	2,135,000	1,629,000	2,100,000	'	'
Deferred professional service costs	$275,000	$252,000	$1,100,000	$275,000	$824,000

NOTES_PAYABLE_Longterm_Debt_De

NOTES PAYABLE - Long-term Debt (Details) (USD $)	Sep. 30, 2014	Jul. 15, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
Debt Instrument [Line Items]	'	'	'
Total convertible and supplemental notes	$231	'	$0
Discount	-4,457	'	0
Total notes payable	200	'	3,641
Revolving credit facility	'	'	'
Debt Instrument [Line Items]	'	'	'
Total notes payable	200	'	0
Secured promissory notes | Revolving credit facility	'	'	'
Debt Instrument [Line Items]	'	'	'
Total notes payable	200	'	'
Secured promissory notes | Convertible notes	'	'	'
Debt Instrument [Line Items]	'	'	'
Total convertible and supplemental notes	'	3,143	0
Secured promissory notes | Supplemental notes	'	'	'
Debt Instrument [Line Items]	'	'	'
Total convertible and supplemental notes	1,545	1,545	0
Secured debt	'	'	'
Debt Instrument [Line Items]	'	'	'
Discount	-53	'	'
Secured debt | Comerica Bank | Comerica Bank credit facility | Term loan	'	'	'
Debt Instrument [Line Items]	'	'	'
Total notes payable	0	'	1,800
Secured debt | Comerica Bank | Comerica Bank credit facility | Revolving credit facility	'	'	'
Debt Instrument [Line Items]	'	'	'
Total notes payable	0	'	1,230
Line of credit | Agility Capital II, LLC	'	'	'
Debt Instrument [Line Items]	'	'	'
Total notes payable	0	'	404
Notes payable, other payables | AON Private Risk Management | Notes payable - insurance	'	'	'
Debt Instrument [Line Items]	'	'	'
Total notes payable	$0	'	$207

NOTES_PAYABLE_2014_Convertible

NOTES PAYABLE - 2014 Convertible Notes Financing (Details) (USD $)

0 Months Ended

0 Months Ended

Sep. 09, 2014

Aug. 12, 2014

Jul. 15, 2014

Jul. 15, 2014

Sep. 30, 2014

Dec. 31, 2013

Jul. 15, 2014

Jul. 15, 2014

Dec. 31, 2013

Nov. 06, 2014

Jul. 15, 2014

Sep. 30, 2014

Jul. 15, 2014

Dec. 31, 2013

Nov. 06, 2014

unit

unit

unit

Maximum

Secured promissory notes

Secured promissory notes

Secured promissory notes

Secured promissory notes

Secured promissory notes

Secured promissory notes

Secured promissory notes

Secured promissory notes

Convertible notes

Convertible notes

Convertible notes

Supplemental notes

Supplemental notes

Supplemental notes

Supplemental notes

Supplemental notes

Subsequent event

Subsequent event

Debt Conversion [Line Items]

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Face amount per unit (USD per unit)

'

'

'

'

'

'

'

1

'

'

'

'

0.5

'

'

Number of shares that can be purchased

'

'

'

'

'

'

4

'

'

'

'

'

'

'

'

Number of units sold

90,000

450,000

2,550,000

'

'

'

'

'

'

'

'

'

'

'

'

Proceeds from sale of units

$90,000

$450,000

$2,550,000

'

'

'

'

'

'

'

'

'

'

'

'

Proceeds from sale of units, net

83,700

415,000

2,275,000

'

'

'

'

'

'

'

'

'

'

'

'

Total convertible and supplemental notes

'

'

'

'

231,000

0

'

3,143,000

0

'

'

1,545,000

1,545,000

0

'

Stated interest rate

'

'

'

'

'

'

'

8.00%

'

'

'

'

8.00%

'

'

Debt default, interest rate

'

'

'

'

'

'

'

15.00%

'

'

'

'

15.00%

'

'

Conversion price

'

'

'

'

$0.25

'

'

$0.25

'

'

'

'

'

'

'

Cancellation period

'

'

'

'

'

'

'

'

'

'

'2 years

'

'

'

'

Number of shares underlying the warrants

'

'

'

12,360,000

'

'

'

'

'

'

'

'

'

'

'

Initial term of the warrants

'

'

'

'10 years

'

'

'

'

'

'

'

'

'

'

'

Exercise price

'

'

'

0.08

'

'

'

'

'

'

'

'

'

'

'

Outstanding amount

'

'

'

'

'

'

'

'

'

$1,800,000

'

'

'

'

$900,000

NOTES_PAYABLE_September_2014_R

NOTES PAYABLE - September 2014 Revolving Line of Credit Note (Details) (Revolving line of credit, USD $)	0 Months Ended
	Sep. 02, 2014	Sep. 02, 2014	Nov. 06, 2014
		investor	Subsequent event
Line of Credit Facility [Line Items]	'	'	'
Maximum borrowing capacity	'	$200,000	'
Number of investors	'	2	'
Fixed interest rate	5.00%	'	'
Debt default, interest rate	'	7.00%	'
Period to repay advance	'30 days	'	'
Amount borrowed	200,000	'	'
Accrued interest	'	'	$2,176

NOTES_PAYABLE_Comerica_Bank_Cr

NOTES PAYABLE - Comerica Bank Credit Facility (Details) (USD $)	Sep. 02, 2014	Jun. 14, 2012	Jun. 14, 2012	1-May-14	Jun. 14, 2012	Jun. 14, 2012
	Revolving credit facility	Comerica Bank	Comerica Bank	Comerica Bank	Comerica Bank	Comerica Bank
		Comerica Bank credit facility	Comerica Bank credit facility	Comerica Bank credit facility	Comerica Bank credit facility	Comerica Bank credit facility
		Secured debt	Secured debt	Secured debt	Secured debt	Secured debt
			Term loan	Revolving credit facility	Revolving credit facility	Letter of credit
Debt Instrument [Line Items]	'	'	'	'	'	'
Maximum borrowing capacity	$200,000	$5,000,000	$3,000,000	'	$2,000,000	$500,000
Revolving line, outstanding amount	'	'	'	998,000	'	'
Cash-secured letter of credit issued to landlord	'	'	'	'	'	$61,000

NOTES_PAYABLE_Agility_Capital_

NOTES PAYABLE - Agility Capital Credit Facility (Details) (Agility, USD $)	Sep. 30, 2014	Oct. 30, 2013
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	Sep. 29, 2014
In Millions, except Share data, unless otherwise specified	Breach of employment contract	Breach of employment contract	Breach of employment contract	Breach of contract [Member]
	Threatened litigation	Settled litigation	Settled litigation	Pending litigation
Litigation:	'	'	'	'
Stock issued during period (in shares)	'	1,000,000	'	'
Litigation charge	'	'	$0.20	'
Estimate of possible loss	$1	'	'	$12.40

FAIR_VALUE_MEASUREMENTS_Unobse

FAIR VALUE MEASUREMENTS - Unobservable Input Reconciliation (Details) (Level 3, USD $)	3 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Sep. 30, 2013	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	$76	$93	$134	$123	$348
Transfers in (out)	3,589	0	0	0	0	0
Loss on fair value remeasurement	-1,267	0	-17	66	11	-225
Balance at end of period	$2,398	$76	$76	$200	$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 $)	Sep. 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]
Derivative liability conversion option	0		'
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]
Derivative liability conversion option	0		'
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	1,446	[1]	93	[1]
Derivative liability conversion option	952		'
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) (USD $)

9 Months Ended

9 Months Ended

9 Months Ended

Sep. 30, 2014

Jul. 15, 2014

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2014

At Issuance

2011 Warrants

2011 Warrants

2011 Warrants

2011 Warrants

2011 Warrants

2011 Warrants

2013 Warrants

2014 Warrants

2014 Warrants

2014 Warrants

2014 Warrants

Minimum

Minimum

Maximum

Maximum

At Issuance

At Issuance

At Issuance

Minimum

Maximum

Fair value measurements:

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Number of shares underlying the Warrants

'

12,360,000

'

1,578,000

1,578,000

'

'

'

'

217,000

12,360,000

12,360,000

'

'

Exercise price

'

0.08

'

'

'

1.05

1.05

1.4

1.4

0.45

0.08

0.08

'

'

Number of shares underlying the conversion option feature

12,570,000

'

12,360,000

'

'

'

'

'

'

'

'

'

'

'

Conversion price

$0.25

'

$0.25

'

'

'

'

'

'

'

'

'

'

'

Remaining contractual life in years

'4 years 9 months

'

'5 years 0 months

'1 year 9 months

'2 years 9 months

'

'

'

'

'6 years 1 month

'9 years 9 months

'10 years 0 months

'

'

Volatility

100.57%

'

100.57%

144.30%

84.60%

'

'

'

'

108.25%

107.35%

107.35%

'

'

Risk-free interest rate

1.78%

'

1.70%

0.58%

0.63%

'

'

'

'

2.00%

2.64%

2.57%

'

'

Expected dividend yield

0.00%

'

0.00%

0.00%

0.00%

'

'

'

'

0.00%

0.00%

0.00%

'

'

Closing price of common stock

$0.12

'

'

$0.12

'

'

'

'

'

$0.12

$0.12

'

$0.10

$0.19

STOCKHOLDERS_EQUITY_Treasury_S

STOCKHOLDERS' EQUITY - Treasury Stock (Details) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Class of Stock [Line Items]	'	'
Payments related to tax witholding	$5,000	$132,000
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	23,057	'
Payments related to tax witholding	$5,000	'

STOCKHOLDERS_EQUITY_Allocation

STOCKHOLDERS' EQUITY - Allocation of Share-based Compensation Expense (Details) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]	'	'	'	'
Stock-based compensation	$44	$224	$291	$1,352
Cost of services	'	'	'	'
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]	'	'	'	'
Stock-based compensation	15	24	55	57
Sales and marketing	'	'	'	'
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]	'	'	'	'
Stock-based compensation	17	15	54	136
Technology and development	'	'	'	'
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]	'	'	'	'
Stock-based compensation	2	59	35	157
General and administrative	'	'	'	'
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]	'	'	'	'
Stock-based compensation	$10	$126	$147	$1,002

STOCKHOLDERS_EQUITY_Valuation_

STOCKHOLDERS' EQUITY - Valuation Assumptions (Details)	9 Months Ended	12 Months Ended	9 Months Ended
	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
			Options	Options	Restricted stock	Restricted stock
Share-based Compensation Arrangements:	'	'	'	'	'	'
Expected life in years	'6 years 10 months 6 days	'8 years 8 months 12 days	'4 years 4 months 20 days	'3 years 11 months 10 days	'	'
Volatility	'	'	93.12%	75.16%	'	'
Risk-free interest rate	'	'	1.57%	0.50%	'	'
Dividend rate	'	'	0.00%	0.00%	'	'
Forfeiture rate	'	'	21.89%	21.66%	0.00%	15.90%

STOCKHOLDERS_EQUITY_Options_Ac

STOCKHOLDERS' EQUITY - Options Activity (Details) (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Available for Grant	'	'
Balance at beginning of period (in shares)	1,533,516	'
Authorized (in shares)	1,659,781	'
Options granted (in shares)	-60,000	'
Restricted stock awards granted (in shares)	-100,000	'
Options canceled (in shares)	1,408,690	'
Restricted stock awards forfeited (in shares)	315,000	'
Balance at end of period (in shares)	4,758,000	1,533,516
Number of Options	'	'
Balance at beginning of period (in shares)	2,698,310	'
Options granted (in shares)	60,000	'
Options exercised (in shares)	0	'
Options canceled (in shares)	-1,408,690	'
Balance at end of period (in shares)	1,349,000	2,698,310
Exercisable at end of period (in shares)	706,311	'
Weighted Average Exercise Price	'	'
Balance at beginning of period (USD per share)	$0.67	'
Options granted (USD per share)	$0.22	'
Options exercised (USD per share)	'	'
Options canceled (USD per share)	$0.60	'
Balance at end of perido (USD per share)	$0.73	$0.67
Exercisable at end of period (USD per share)	$0.99	'
Weighted Average Remaining Contractual Term	'	'
Balance at beginning of period	'6 years 10 months 6 days	'8 years 8 months 12 days
Balance at end of period	'6 years 10 months 6 days	'8 years 8 months 12 days
Exercisable at end of period	'5 years 1 month 20 days	'

STOCKHOLDERS_EQUITY_Restricted

STOCKHOLDERS' EQUITY - Restricted Stock Activity (Details) (Restricted stock, USD $)	9 Months Ended
In Thousands, except Share data, unless otherwise specified	Sep. 30, 2014
Restricted stock	'
Number of Shares	'
Balance at beginning of period (in shares)	581,875
Granted (in shares)	100,000
Vested (in shares)	-311,250
Forfeited (in shares)	-315,000
Balance at end of period (in shares)	56,000
Weighted Average Grant Price	'
Balance at beginning of period (USD per share)	$0.69
Granted (USD per share)	$0.25
Vested (USD per share)	$0.51
Forfeited (USD per share)	$0.69
Balance at end of period (USD per share)	$0.89
Fair value of nonvested awards	$50

STOCKHOLDERS_EQUITY_Stock_Comp

STOCKHOLDERS' EQUITY - Stock Compensation Narrative (Details) (USD $)	9 Months Ended	3 Months Ended		12 Months Ended
In Thousands, except Share data, unless otherwise specified	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2014	Sep. 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	$834	'	'	'	'	'
Current unvested and outstanding grants expected to be expensed in current year	$30	'	'	'	'	'
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	'	'	'

RESTRUCTURING_Details

RESTRUCTURING (Details) (USD $)	3 Months Ended		9 Months Ended		0 Months Ended		0 Months Ended	1 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Jul. 15, 2014	Sep. 30, 2014	Jul. 15, 2014	Sep. 30, 2014
					Employee severance	Employee severance	Employee severance	Office closing
					President and Chief Executive Officer	President and Chief Executive Officer	Executive Vice President and Chief Financial Officer
							monthly_payment
Restructuring Cost and Reserve [Line Items]	'	'	'	'	'	'	'	'
Restructuring expense	$365,000	$0	$365,000	$0	$221,250	'	$125,000	$19,138
Period for base salary calculation	'	'	'	'	'9 months	'	'6 months	'
Number of monthly payments	'	'	'	'	'	'	6	'
Amount outstanding	'	'	'	'	'	$175,866	'	'