10-Q 1 rmkr0930201410q.htm 10-Q RMKR 09.30.2014 10Q

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________ 
FORM 10-Q
__________________________ 
(MARK ONE)
T
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED: September 30, 2014

OR

¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO


COMMISSION FILE NUMBER: 000-28009
 __________________________ 
RAINMAKER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
 __________________________ 
Delaware
 
33-0442860
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
900 East Hamilton Ave., Suite 400
Campbell, California 95008
(Address of principal executive offices) (Zip Code)

(408) 626-3800
(Registrant’s telephone number, including area code)
 __________________________ 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
£
Accelerated filer
£
Non-accelerated filer
£  (Do not check if a smaller reporting company)
Smaller reporting company
S


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
As of November 14, 2014, the registrant had 42,252,329 shares of Common Stock, $0.001 par value, outstanding.

 


RAINMAKER SYSTEMS, INC.
FORM 10-Q
AS OF SEPTEMBER 30, 2014
TABLE OF CONTENTS
 
 
 
 
 
 
Page
PART I.
FINANCIAL INFORMATION
 
Item 1.
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
 
PART II.
OTHER INFORMATION
 
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
 
 
 
 


2

PART I.—FINANCIAL INFORMATION

ITEM 1.
FINANCIAL STATEMENTS

RAINMAKER SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
(Unaudited)
 
September 30,
2014
 
December 31,
2013
ASSETS
 
 
 
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

LIABILITIES AND STOCKHOLDERS’ DEFICIT
 
 
 
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

 
—

Derivative liability conversion option
952

 
—

Notes payable
200

 
3,641

Total current liabilities
22,023

 
23,314

Deferred tax liability
—

 
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
—

 
—

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

See accompanying notes.

3

RAINMAKER SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands, except per share amounts)
(Unaudited)
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
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

 
—

 
365

 
—

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

 
—

 
483

 
—

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
—

 
(34
)
 
—

 
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
$
(0.04
)
 
$
(0.09
)
 
$
(0.16
)
 
$
(0.28
)
Net income (loss) from discontinued operations
$
—

 
$
—

 
$
—

 
$
—

Net loss
$
(0.04
)
 
$
(0.09
)
 
$
(0.16
)
 
$
(0.28
)
 
 
 
 
 
 
 
 
Weighted average common shares - basic and diluted
41,891

 
40,684

 
41,980

 
35,566

See accompanying notes.


4

RAINMAKER SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
Nine Months Ended September 30,
 
2014
 
2013
Operating activities:
 
 
 
Net loss
$
(6,669
)
 
$
(9,946
)
Adjustment for income from discontinued operations, net of tax
—

 
(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

 
—

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
)
 
—

Loss on issuance of convertible debt
483

 
—

Provision for allowance of credit card receivables
—

 
420

Provision for allowances for other assets
—

 
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
—

 
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
—

 
35

Net cash used in continuing operations
(543
)
 
(1,579
)
Net cash used in discontinued operations
—

 
—

Net cash used in investing activities
(543
)
 
(1,579
)
 
 
 
 
Financing activities:
 
 
 
Proceeds from issuance of common stock
—

 
5,534

Proceeds from borrowings
3,340

 
200

Repayment of borrowings
(3,787
)
 
(1,397
)
Restricted cash related to borrowings
(58
)
 
—

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
—

 
—

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
$
—

 
$
590

Common stock issued in settlement of claim
$
200

 
$
—

Warrants issued to convertible note holders
$
2,050

 
$
—

Conversion feature of convertible notes payable
$
1,539

 
$
—

Supplemental notes payable
$
1,545

 
$
—

Accrued interest on convertible notes payable
$
53

 
$
—

See accompanying notes.

5

RAINMAKER SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
— UNAUDITED —

1.    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.

6

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.

7

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.

2.    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):

8

 
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.


9

3.    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.


4.    BALANCE SHEET COMPONENTS
Prepaids and Other Current Assets
Prepaids and other current assets consist of the following (in thousands):
 
September 30,
2014
 
December 31,
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):

10

 
Estimated
Useful Life
 
September 30,
2014
 
December 31,
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):
 
September 30, 2014
 
December 31, 2013
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):
 
 
 
September 30, 2014
 
December 31, 2013
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.

11

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.


5.    NOTES PAYABLE
Notes payable consist of the following (in thousands):
 
September 30,
2014
 
December 31,
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,

12

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

13

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.

6.    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.

7.    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

14

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.


8.    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):

15

 
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:
 
September 30, 2014
 
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
 
10.00
 
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:
 
September 30, 2014
 
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.


9.    STOCKHOLDERS' EQUITY
Treasury Stock

16

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
%
 
0.50
%
Dividend rate
—
%
 
—
%
Forfeiture Rates:
 
 
 
Options
21.89
%
 
21.66
%
Restricted stock
—
%
 
15.90
%
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):

17

 
 
 
Options Outstanding
 
Available
for Grant
 
Number of
Options
 
Weighted
Average
Exercise
Price
 
Weighted Average Remaining Contractual Term
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
)
 
0.60

 
 
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
Shares
 
Weighted Average
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.


 
10.    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.

ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under Part I Item 1A – “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the SEC on April 1, 2014, that may cause our, or our industry’s, actual results, levels

18

of activity, performance or achievements to be materially different from any future results, levels of activities, performance or achievements expressed in or implied by such forward-looking statements.
Important factors which could cause actual results to differ materially from those in the forward-looking statements include:
•
our ability to raise additional equity or debt financing,
•
our ability to restructure our debt and accounts payable,
•
our ability to execute our business strategy,
•
our client concentration given that we are currently dependent on a few significant client relationships,
•
the possibility of the discontinuation of some client relationships,
•
market acceptance of our solutions and pricing options,
•
our ability to acquire new clients and increase demand,
•
our ability to control costs,
•
general market conditions,
•
the high degree of uncertainty around whether or not we can successfully restructure our business,
•
the effectiveness of our sales team and approach, our ability to target, analyze and forecast the revenue to be derived from a client and the costs associated with providing services to that client,
•
the date during the course of a calendar year that a new client is acquired,
•
the length of the integration cycle for new clients and the timing of revenues and costs associated therewith,
•
potential competition in the marketplace,
•
the ability to retain and attract employees and board members,
•
our ability to maintain and develop our existing technology platform and to deploy new technology,
•
the financial condition of our clients’ businesses,
•
the protection of our intellectual property,
•
our ability to integrate domestic and/or foreign acquisitions without disruption to our business,
•
we may be subject to additional obligations to collect and remit sales tax and successful action by state, foreign or other authorities to collect additional sales tax could adversely harm our business,
•
and other factors as detailed in in Part I Item 1A - “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the SEC on April 1, 2014.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We assume no obligation to update such forward-looking statements publicly for any reason even if new information becomes available in the future, except as may be required by law.

Overview
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

19

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.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts in our consolidated financial statements. Although actual results have historically been reasonably consistent with management’s expectations, future results may differ from these estimates or our estimates may be affected by different assumptions or conditions.
Management has discussed the development of our critical accounting policies with the audit committee of the board of directors and they have reviewed the disclosures of such policies and management’s estimates in this Management’s Discussion and Analysis of Financial Condition and Results of Operations.
With the establishment of our Canadian foreign subsidiary and the subsequent purchase of Canadian based assets in 2007, we adopted a policy for recording foreign currency transactions and translation in accordance with FASB ASC 830, Foreign Currency Matters. For our Canadian subsidiary, the functional currency has been determined to be the local currency, and therefore, assets and liabilities are translated at period-end exchange rates, and statement of operations items are translated at an average exchange rate prevailing during the period. Such translation adjustments are recorded in accumulated comprehensive loss, a component of stockholders’ equity, and in the consolidated statements of operations and comprehensive loss. In January of 2009, we established our Rainmaker Europe subsidiary in the United Kingdom. We adopted the policy mentioned above for recording foreign currency transactions and translations for this subsidiary as the functional currency has been determined to be the local currency (Great Britain Pound) for the UK-based subsidiary. For continuing operations, gains and losses from foreign currency denominated transactions are included in interest and other expense, net, in the consolidated statements of operations.
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.
Management believes there have been no significant changes during the nine months ended September 30, 2014 to the items that we disclosed as our critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the SEC on April 1, 2014.

Results of Operations
The following table sets forth for the periods given selected financial data as a percentage of our net revenue. The table and discussion below should be read in connection with the financial statements and the notes thereto which appear elsewhere in this report as well as with our financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013.

20

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2014
 
2013
 
2014
 
2013
Net revenue
100.0
 %
 
100.0
 %
 
100.0
 %
 
100.0
 %
Cost of services
97.4

 
72.3

 
88.3

 
68.8

Gross margin
2.6
 %
 
27.7
 %
 
11.7
 %
 
31.2
 %
Operating expenses:

 

 

 

Sales and marketing
23.6

 
21.8

 
24.7

 
17.9

Technology and development
41.3

 
29.6

 
27.5

 
26.7

General and administrative
37.1

 
50.5

 
28.2

 
50.6

Restructuring
19.4


—


4.0

 
—

Depreciation and amortization
6.2

 
9.5

 
3.1

 
9.2

Total operating expenses
127.6
 %
 
111.4
 %
 
87.5
 %
 
104.4
 %
Operating loss
(125.0
)
 
(83.7
)
 
(75.8
)
 
(73.2
)
Gain due to change in fair value of warrant liability and derivative liability
(67.3
)
 
1.6

 
(14.0
)
 
(1.1
)
Loss on issuance of convertible notes payable
25.7

 
—

 
5.3

 
—

Interest and other expense, net
17.1

 
1.4

 
6.4

 
1.5

Loss before income tax expense
(100.5
)%
 
(86.7
)%
 
(73.5
)%
 
(73.6
)%
Income tax expense
(4.6
)
 
(0.5
)
 
(0.6
)
 
0.3

Net loss from continuing operations
(95.9
)%
 
(86.2
)%
 
(72.9
)%
 
(73.9
)%
Income from discontinued operations, net of tax
—

 
(0.8
)
 
—

 
0.4

Net loss
(95.9
)%
 
(87.0
)%
 
(72.9
)%
 
(73.5
)%
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
0.5

 
2.0

 
(0.3
)
 
(0.6
)
Comprehensive loss
(95.4
)%
 
(85.0
)%
 
(73.2
)%
 
(74.1
)%
Comparison of Three Months Ended September 30, 2014 and 2013
Net Revenue. Net revenue decreased $2.3 million, or 55%, to $1.9 million in the three months ended September 30, 2014, compared to $4.2 million for the three months ended September 30, 2013. This was primarily due to the elimination of GrowCommerce revenue of $1.6 million with the expiration of the Symantec contracts in the first quarter of 2014, a net decline in the Global Commerce Services revenue $627,000 due to the loss of contracts with Microsoft, and a decrease in revenue related to the ViewCentral business of $94,000.
Cost of Services and Gross Margin. Cost of services decreased $1.2 million, or 39%, to $1.8 million in the three months ended September 30, 2014, as compared to $3.0 million in the 2013 comparative period. This was primarily due to lower revenue as described above. Our gross margin percentages were 3% and 28%, respectively, in the three months ended September 30, 2014 and 2013. The erosion in gross margin is due to declines in our higher margin GrowCommerce business with the expiration of the Symantec contracts and decreases in the Global Commerce Services and ViewCentral businesses.
Sales and Marketing Expenses. Sales and marketing expenses decreased $460,000, or 51%, to $445,000 in the three months ended September 30, 2014, as compared to $905,000 in the 2013 comparative period. The decrease was primarily attributable to lower sales payroll and related expenses of $332,000 and a drop in marketing program spending of $130,000, both of which were the result of the continuing de-emphasis of the Global Commerce Services business.
Technology and Development Expenses. Technology and development expenses decreased $453,000, or 37%, to $778,000 during the three months ended September 30, 2014, as compared to $1.2 million in the 2013 comparative period. The decrease was primarily attributable to a decrease in employee expenses of $329,000, lower outside consulting fees of $86,000, a drop in IT/telecoms expenses of $23,000 and lower allocated overheads of $17,000.
General and Administrative Expenses. General and administrative expenses decreased $1.4 million, or 67%, to $699,000 during the three months ended September 30, 2014, as compared to $2.1 million in the 2013 comparative period. $420,000 of the decrease was the result of a one-time charge in Q3 2013 for the overstatement of credit card receivables. Audit, legal, investor relations, and board compensation fees declined $377,000, and payroll and benefits expenses fell $558,000.
Restructuring. Restructuring expenses for the three months ended September 30, 2014 consisted of $346,000 in executive severance charges and $19,000 in facility lease early termination costs from the closing of the Godalming (UK) office.
Depreciation and Amortization Expenses. Depreciation and amortization expenses decreased $279,000, or 70%, to $117,000 for the three months ended September 30, 2014, as compared to $396,000 in the 2013 comparative period. The majority of the

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decrease in depreciation and amortization expense was due to a lower asset base from the impairment charge on long-lived assets taken in the year ended December 31, 2013 of $2.3 million.
Interest and Other Expense, Net. The components of interest and other expense, net, are as follows (in thousands):
 
Three Months Ended September 30,
 
Change
 
2014
 
2013
 
Interest expense, net
$
305

 
$
44

 
$
261

Currency translation (gain)/loss
(2
)
 
18

 
(20
)
Other
18

 
(3
)
 
21

Total
$
321

 
$
59

 
$
262

Income Tax Expense.  Income tax benefit was $86,000 for the three months ended September 30, 2014 as compared to a benefit of $20,000 for the three months ended September 30, 2013. The income tax benefit for the three months ended September 30, 2014 was the result of an estimate of taxable income for the full year ending December 31, 2014, augmented by true ups on estimates of state and foreign taxes.
Loss from Discontinued Operations, Net of Tax. Loss from discontinued operations for the three months ended September 30, 2013 of $34,000 was attributable to an adjustment to the sales price pursuant to the stock purchase agreement for the sale of the Company's Manila operations in December 2012.

Comparison of Nine Months Ended September 30, 2014 and 2013
Net Revenue. Net revenue decreased $4.4 million, or 33%, to $9.1 million in the nine months ended September 30, 2014, compared to $13.5 million for the nine months ended September 30, 2013. This was primarily due to the decline of GrowCommerce revenue of $4.2 million compared to the 2013 comparative period, including $2.8 million related to Symantec contracts that expired in the first quarter of 2014. A decline in ViewCentral revenue of $470,000 compared to the 2013 comparative period was offset by an increase of $268,000 in Global Commerce Solutions revenue that was the result of the initiation of the Verizon contract in Q4 2013.
Cost of Services and Gross Margin. Cost of services decreased $1.3 million, or 13%, to $8.1 million in the nine months ended September 30, 2014, compared to $9.3 million for the nine months ended September 30, 2013. Our gross margin percentages were 12% and 31%, respectively, in the nine months ended September 30, 2014 and 2013. The erosion in gross margin is due to declines in our higher margin GrowCommerce business and ViewCentral business and lower margin on the Global Commerce Services business.
Sales and Marketing Expenses. Sales and marketing expenses decreased $162,000, or 7%, to $2.3 million in the nine months ended September 30, 2014, compared to $2.4 million in the 2013 comparative period. The change was primarily attributable to a decrease in sales and marketing staff compensation expenses.
Technology and Development Expenses. Technology and development expenses decreased $1.1 million, or 30%, to $2.5 million during the nine months ended September 30, 2014, as compared to $3.6 million in the 2013 comparative period. The decrease was primarily attributable to a decrease in compensation expense of $840,000 and a decrease in consulting and temporary service charges of $225,000.
General and Administrative Expenses. General and administrative expenses decreased $4.3 million, or 62%, to $2.6 million during the nine months ended September 30, 2014, as compared to $6.9 million in the 2013 comparative period. The decrease was primarily due to non-recurring expenses recorded in the nine months ended September 30, 2013 of $1.8 million comprised of $345,000 for relocation of the finance function from the Austin, Texas facility to our Campbell, California facility, a charge of $150,000 to close the Austin facility, a $280,000 impairment charge against vendor deposits, a $420,000 write-off of credit card receivables, and a charge of $582,000 related to stock compensation expense for restricted stock awards which were fully vested upon grant and acceleration of vesting of restricted stock awards for a former CEO. In addition, in the nine months ended September 30, 2014, employee and related expenses excluding severance dropped $1.1 million, and audit legal, investor relations and board fees fell $1.5 million compared to the 2013 comparative period. Offsetting these decreases were asset impairment charges of $130,000.
Restructuring. Restructuring expenses for the nine months ended September 30, 2014 consisted of $346,000 in executive severance charges and $19,000 in facility lease early termination costs from the closing of the Godalming (UK) office.

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Depreciation and Amortization Expenses. Depreciation and amortization expenses decreased $955,000, or 77%, to $286,000 for the nine months ended September 30, 2014, as compared to $1.2 million in the 2013 comparative period. The decrease in depreciation and amortization expense was due to a lower asset base from the impairment charge on long-lived assets taken in the year ended December 31, 2013 of $2.3 million.
Interest and Other Expense, Net. The components of interest and other expense, net, are as follows (in thousands):
 
Nine Months Ended September 30,
 
Change
 
2014
 
2013
 
Interest expense, net
$
546

 
$
153

 
$
393

Currency translation loss
3

 
19

 
(16
)
Other
40

 
33

 
7

Total
$
589

 
$
205

 
$
384

Income Tax Expense.  Income tax benefit was $53,000 for the nine months ended September 30, 2014 as compared to a $35,000 expense for the nine months ended September 30, 2013. Our income tax expense for the nine months ended September 30, 2014 was based on our estimate of taxable income for the full year ending December 31, 2014, augmented by true-ups on estimates of state and foreign taxes.
Income from Discontinued Operations, Net of Tax. Income from discontinued operations for the nine months ended September 30, 2013 of $53,000 was a result of the wind down of a contract that was assigned to Shore Solutions, Inc. as part of the sale of our Manila operations in December 2012 offset by an adjustment to the sales price pursuant to the stock purchase agreement for that sale.

Liquidity and Sources of Capital
Cash used in operating activities for the nine months ended September 30, 2014 was $2.4 million, compared to cash used in operating activities of $2.9 million in the nine months ended September 30, 2013. Cash used in operating activities in the nine months ended September 30, 2014 was primarily the result of the net loss of $6.7 million augmented by a warrant liability fair value adjustment of $1.3 million. The combination of these two items was offset by non-cash expenses for depreciation of property and asset impairment of $345,000, debt discount amortization of $291,000, stock-based compensation expenses of $291,000 and changes in operating assets and liabilities that provided cash of $4.2 million as a result of collecting receivables and extending accounts payable. Also added back to net income for the purpose of calculating cash used in operating activities was a $483,000 loss on the issuance of convertible debt.
Cash used in operating activities for the nine months ended September 30, 2013 was $2.9 million, primarily as a result of the net loss from continuing operations of $9.9 million augmented by a warrant liability fair value adjustment of $148,000; offset by non-cash expenses for depreciation of property of $1.2 million, stock-based compensation expenses of $1.4 million, a charge for impairment related to vendor deposits of $280,000, a provision for allowances of credit card receivables of $420,000, changes in operating assets and liabilities that provided cash of $3.9 million primarily as a result of managing working capital, and cash provided by discontinued operations of $53,000.
Cash used in investing activities was $543,000 in the nine months ended September 30, 2014, as compared to cash used in investing activities of $1.6 million in the nine months ended September 30, 2013. Cash used in investing activities in the nine months ended September 30, 2014 was a result of capital expenditures of $543,000. Cash used in investing activities in the nine months ended September 30, 2013 was primarily the result of capital expenditures of $1.6 million.
Cash used in financing activities was approximately $510,000 in the nine months ended September 30, 2014, as compared to cash provided by financing activities of $4.2 million in the nine months ended September 30, 2013. Cash used in financing activities in the nine months ended September 30, 2014 was primarily a result of repayment of borrowings of $3.0 million under our Term Loan and Revolving Line with Comerica Bank, $550,000 under our line of credit with Agility Capital II, LLC, $208,000 under the insurance note payable to First Insurance Funding Corp, and the funding of a restricted cash account of $58,000 to secure a standby letter of credit with Comerica Bank. Offsetting these outflows was gross proceeds of $3.1 million from the issuance of the Convertible Notes, $200,000 from the Revolving Line of Credit Notes, and $50,000 from the Agility Capital loan.
Cash provided by financing activities in the nine months ended September 30, 2013 of $4.2 million was primarily the result of net proceeds of $5.5 million from the sale of common stock, plus borrowings of $200,000 under our Revolving Line with Comerica Bank, offset by repayment of borrowings of $1.4 million under our Term Loan and Revolving Line with Comerica Bank

23

and purchases of $132,000 of treasury stock from employees for shares withheld for income tax payable on restricted stock awards vested during the nine months ended September 30, 2013.
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. Convertible and Supplemental Notes payable as of September 30, 2014 was $4.7 million, plus another $200,000 payable under the Revolving Line of Credit Notes. See Note 5 to the Financial Statements for further discussion of our debt agreements.
Our accounts payable balance increased from $13.0 million as of December 31, 2013 to $15.6 million as of 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.
Credit Arrangements
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 paid in kind and 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 may be canceled after two years if certain insolvency related events have been remediated.

24

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 we are not able to comply with such covenants or if any event of default otherwise occurs, our outstanding note balances could become due and payable immediately. See below for a discussion of notices of default and acceleration received by the Company from holders of the Convertible Notes and the Supplemental Notes.
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.
On September 2, 2014, the Company obtained $200,000 under Revolving Line of Credit Notes from two investors in the Financing Transaction. The Revolving Line of Credit Notes are secured by a second lien on substantially all of the Company's consolidated assets. Outstanding principal accrues interest at fixed rate of 5% per annum, payable quarterly starting December 31, 2014. During the continuance of an event of default, the Revolving Line of Credit Notes 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 under the Revolving Line of Credit Notes on September 2, 2014 and this amount remained outstanding as of September 30, 2014.
On November 6, 2014, the Company received a notice of default from investors holding the Revolving Line of Credit 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 Line of Credit Notes to be immediately due and payable. At November 6, 2014 accrued interest on the Revolving Line of Credit 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 Line of Credit 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 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.
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.
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

25

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.
On December 11, 2013, we entered into an agreement with AON Private Risk Management to finance our 2013 to 2014 insurance premiums with First Insurance Funding Corp. in the amount of $237,000. The interest rate on the note payable 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.


Off-Balance Sheet Arrangements
As of September 30, 2014 and December 31, 2013, we had no off-balance sheet arrangements or obligations as defined under SEC rules and regulations.

Potential Impact of Inflation

26

To date, inflation has not had a material impact on our business.

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.

ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable for smaller reporting companies.



27

ITEM 4.
CONTROLS AND PROCEDURES

Disclosure Controls and Procedures
As of September 30, 2014, our management, including our principal executive officer and principal financial officer, has conducted an evaluation of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act of 1934, as amended. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2014.

Change in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting during the quarter ended September 30, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


PART II.—OTHER INFORMATION

ITEM 1.
LEGAL PROCEEDINGS
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 are 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.
See Part I Item 1A— “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the SEC on April 1, 2014, for additional discussion of the litigation and regulatory risks facing our Company.


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ITEM 1A.
RISK FACTORS
Not applicable for smaller reporting companies.


ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The table below presents share repurchase activity for the three months ended September 30, 2014. The shares were repurchased by us in connection with satisfaction of tax withholding obligations on vested restricted stock.
Period
 
Total Number of Shares (or Units) Purchased
 
Average Price Paid per Share (or Unit)
 
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
 
Maximum Number (or Approximate Dollar Value) that May Yet Be Purchased Under the Plans or Programs
July 1, 2014 - July 31, 2014
 
—

 
—
 
N/A
 
N/A
August 1, 2014 - August 31, 2014
 
2,965

 
$0.14
 
N/A
 
N/A
September 1, 2014 - September 30, 2014
 
688

 
$0.11
 
N/A
 
N/A
Total
 
3,653

 
$0.13
 
N/A
 
N/A
On February 5, 2014, the Company issued 1,000,000 shares of the Company's common stock to the Company's former CEO and his attorney pursuant to a settlement agreement. The issuance was exempt from registration pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, as the issuance of securities was in exchange for bona fide outstanding claims,

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where the terms and conditions of such issuance were approved by the Court after a hearing upon the fairness of such terms and conditions.



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ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
As previously disclosed, on February 27, 2014, Comerica Bank issued a notice of default as the amounts outstanding under the Revolving Line were past due. The notice of default also stated that Comerica Bank would not take any action to enforce its rights and remedies under the Comerica Credit Facility but reserved the right to do so in the future. As previously disclosed, on March 19, 2014, the Company and Comerica Bank entered into a forbearance agreement pursuant to which Comerica Bank agreed to extend the scheduled maturity date of the Revolving Line until May 1, 2014. In addition, under the terms of the forbearance agreement, among other things, the amounts outstanding under the Term Loan would become due on May 1, 2014, coterminous with the Revolving Line. On May 12, 2014, Comerica Bank issued a notice of default as the amounts outstanding under the Comerica Credit Facility were past due and the Company did not satisfactorily address a material accounts payable owed to a customer. The notice of default also stated that Comerica Bank would not take any action to enforce its rights and remedies under the Comerica Credit Facility but reserved the right to do so in the future. Due to the notice of default, pursuant to the Comerica Credit Facility, effective May 12, 2014, the applicable margin for the Revolving Line and the Term Loan was increased to five percent (5%). The outstanding amount under the Term Loan was repaid by the Company in June 2014. The outstanding amount under the Revolving Line was repaid by the Company on July 15, 2014 and the Comerica Credit Facility was terminated. However, Comerica continues to maintain a cash-secured letter of credit in the face amount of $61,000 issued to our landlord for our leased headquarters in Campbell, California.
The Agility Loan Agreement became due on December 14, 2013, commensurate with the Comerica Credit Facility. As previously disclosed, on February 28, 2014, Agility issued a notice of default due to the notice of default issued by Comerica Bank, as discussed above. Such default was subsequently cured as a result of the extension of the maturity date to May 1, 2014, commensurate with the extension of the scheduled maturity date of the Comerica Revolving Line. On May 12, 2014, Agility issued a notice of default as the amounts outstanding under the Agility Loan Agreement were past due. The notice of default also stated that Agility would not take any action to enforce its rights and remedies under the Agility Loan Agreement, but reserved the right to do so in the future. The outstanding amount under the Agility Loan Agreement was repaid by the Company on July 15, 2014, and the Agility Loan Agreement was terminated.

On November 6, 2014, the Company received a notice of default from investors holding the Company's Revolving Line of Credit 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 Line of Credit Notes to be immediately due and payable. At November 6, 2014 accrued interest on the Revolving Line of Credit 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 secured 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 Line of Credit 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. 



ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.



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ITEM 5.
OTHER INFORMATION

On November 17, 2014, the Company received a notification of disposition of collateral from the collateral agent for the holders of the Company’s 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.

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ITEM 6.    EXHIBITS

(a)
Exhibits
The following exhibits are incorporated by reference or filed with this report as indicated below:
10.1
Executive Employment Agreement dated September 8, 2014 between Rainmaker Systems, Inc. and Bryant Tolles
 
 
31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
101.INS
XBRL Instance Document
 
 
101.SCH
XBRL Taxonomy Extension Schema Document
 
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
 
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
 
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document

    

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
RAINMAKER SYSTEMS, INC.
 
 
 
Dated:
November 19, 2014
 
/s/ Bryant Tolles, III
 
 
 
Bryant Tolles, III
 
 
 
Chief Financial Officer


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