8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 8-K

____________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

October 30, 2012

____________________________

RAINMAKER SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

____________________________

	Delaware
(State or other jurisdiction of incorporation)
000-28009		33-0442860
(Commission File Number)		(IRS Employer Identification No.)
900 East Hamilton Ave. Campbell, CA		95008
(Address of principal executive offices)		(Zip Code)

(408) 626-3800

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

____________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information

Item 2.02 – Results of Operations and Financial Condition.

The following information is being furnished pursuant to Item 2.02 of this Form 8-K.

On October 30, 2012, Rainmaker Systems, Inc. (the “Company”) issued a press release reporting financial results for the three and nine months ended September 30, 2012. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The press release discloses certain financial measures, such as non-GAAP net loss, EBITDA and adjusted EBITDA, which may be considered non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles. These measures should be considered in addition to, not as a substitute for, or superior to, financial measures prepared in accordance with generally accepted accounting principles. The non-GAAP financial measures included in our press release have been reconciled to what we believe is the nearest GAAP measure as is required under SEC rules regarding the use of non-GAAP financial measures.

As used herein, “GAAP” refers to accounting principles generally accepted in the United States.

Section 7 – Regulation FD

Item 7.01 – Regulation FD Disclosure.

The information set forth in Item 2.02 of this Form 8-K is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated October 30, 2012, issued by Rainmaker Systems, Inc., reporting financial results for the three and nine months ended September 30, 2012.

SIGNATURES

Pursuant to the requirements of the Securities 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.
	(Registrant)
October 30, 2012	/s/ Timothy Burns
Date	(Signature)
	By: Timothy Burns
	Title: Chief Financial Officer

EX-99.1

Rainmaker Reports Positive Adjusted EBITDA for the Third Quarter of 2012

Announces Financial Results for the Third Quarter and Nine Months Ended September 30, 2012

Campbell, Calif., October 30, 2012 – Rainmaker Systems, Inc. (NASDAQ: RMKR), a leading global e-Commerce software company that helps multi-national companies address the B2B market by maximizing sales revenue for their products and services, today reported financial results for its third quarter and nine months ended September 30, 2012.

Net revenue for the third quarter ended September 30, 2012 was $6.9 million. Net revenue in the nine months ended September 30, 2012 was $20.2 million, a 5% year-over-year increase from net revenue of $19.3 million in the same period of 2011.

Recent Business Highlights

• Achieved positive adjusted EBITDA of $100,000 for the third quarter of 2012 compared to negative $191,000 in the second quarter of 2012

• Announced during the quarter new $2 million two-year agreement for B2B sales with existing major global software client

• Launched new e-commerce platform, GrowCommerce for Renewals, on SalesForce.com's AppExchange

• Signed three new clients for the B2B e-commerce solution with Cox Communications, Leads360 and Vendavo

• Awarded multi-year expansion with Polycom that includes all customer, partner and employee training

• Ranked one of the world's top software companies by Software Magazine

• Named David Guercio as Senior Vice President of Sales and Marketing

Gross margin in the third quarter of 2012 increased to 45%, compared to 44% in the preceding quarter and 41% in the third quarter of 2011. Gross margin in the nine months ended September 30, 2012 increased to 44%, compared to 41% in the same period of 2011.

Net loss from continuing operations for the third quarter of 2012 was $944,000, or a loss of $0.03 per share, compared to a net loss from continuing operations in the third quarter of 2011 of $2.4 million, or a loss of $0.10 per share. Net loss from continuing operations for the nine months ended September 30, 2012 was $3 million, or a loss of $0.11 per share, compared to a net loss from continuing operations in the same period of 2011 of $8.5 million, or a loss of $0.38 per share.

Third quarter 2012 non-GAAP net loss, which excludes stock-based compensation expense, amortization of purchased intangible assets, and a loss due to change in fair value of warrant liability was $362,000, or a loss of $0.01 per share, compared to a non-GAAP net loss in the preceding quarter of $673,000, or a loss of $0.02 per share, and a non-GAAP net loss in the third quarter of 2011 of $1.8 million, or a loss of $0.07 per share. See Exhibit A for a reconciliation of GAAP net loss from continuing operations to non-GAAP net loss.

Third quarter 2012 adjusted EBITDA, which excludes non-cash stock compensation expense, was $100,000, compared to negative $191,000 in the preceding quarter and negative $1.3 million in the third quarter of 2011. See Exhibit B for a reconciliation of GAAP net loss from continuing operations to EBITDA and adjusted EBITDA.

Total shares outstanding at September 30, 2012 were approximately 27.3 million common shares, which include approximately 1.3 million unvested restricted shares. In addition, Rainmaker had 735,000 unexercised options outstanding with a weighted average exercise price of approximately $1.63 per share and 1.6 million unexercised warrants outstanding with a weighted average exercise price of approximately $1.38 per share.

Total cash and cash equivalents were $4.4 million at September 30, 2012, compared to $8.5 million at December 31, 2011. Approximately 75% of the Company's cash burn over the first nine months of 2012 related to its call center operations in Manila. Total cash used by discontinued operations was $2.6 million for the nine month ended September 30, 2012.

Conference Call

Rainmaker Systems will host a conference call and webcast today at 1:30 p.m. Pacific Time to discuss its third quarter 2012 financial results. Those wishing to participate in the live call should dial (877) 941-2332 using the password “Rainmaker.” A replay

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of the call will be available for one week beginning approximately one hour after the call's conclusion by dialing (800) 406-7325 and entering 4571176 followed by the “#” key when prompted for a code. To access the live webcast of the call, go to the Investors section of Rainmaker's website at www.rainmakersystems.com. A webcast replay of the conference call will be available for one year on the Conference Calls/Events page of the Investors section at www.rainmakersystems.com.  

About Rainmaker

Rainmaker is an e-Commerce software company that helps multi-national companies address the B2B market by maximizing sales revenue for their products and services.  The Rainmaker e-Commerce platform can be enhanced with Rainmaker global telesales agents to maximize revenue and customer satisfaction through the entire customer life cycle. For more information, visit www.rainmakersystems.com or call 800-631-1545.

NOTE: Rainmaker Systems and the Rainmaker logo are registered with the U.S. Patent and Trademark Office. All other service marks or trademarks are the property of their respective owners.

Safe Harbor Statement

This press release may contain forward-looking statements regarding future events. These forward-looking statements are based on information available to Rainmaker as of this date and we assume no obligation to update any such forward-looking statements. These statements are not guarantees of future performance, and actual results could differ materially from current expectations. Among the important factors which could cause actual results to differ materially from those in the forward-looking statements are our client concentration, as we depend on a small number of clients for a significant percentage of our revenue, the possibility of the discontinuation and/or realignment of some client relationships, general market conditions, the current difficult macro-economic environment and its impact on our business, as our clients are reducing their overall marketing spending and our clients' customers are reducing their purchase of services contracts, the high degree of uncertainty and our limited visibility due to economic conditions, our ability to execute our business strategy, our ability to integrate acquisitions without disruption to our business, our ability to sell our Manila operations in a timely manner and reduce its use of our cash, our ability to transition to a new Chief Executive Officer without disruption to 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, our ability to expand our channel hosted contract solution and drive adoption of this solution by resellers, potential competition in the marketplace, the ability to retain and attract employees, market acceptance of our service programs and pricing options, our ability to maintain our existing technology platform and to deploy new technology, our ability to sign new clients and control expenses, the financial condition of our clients' businesses, our ability to raise additional equity or debt financing, and other factors detailed in the Company's filings with the Securities and Exchange Commission ("SEC"), including our filings on Forms 10-K and 10-Q.

CONTACT:

Timothy Burns	Steve Polcyn
Chief Financial Officer	Investor Relations
Rainmaker Systems, Inc.	Rainmaker Systems, Inc.
(512) 949-6021	(925) 548-3516
timothy.burns@rmkr.com	steve.polcyn@rmkr.com

– Financial tables to follow –

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RAINMAKER SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

	September 30, 2012			December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	4,425		$	8,490
Restricted cash	28			18
Accounts receivable, net	4,520			4,587
Prepaid expenses and other current assets	1,543			876
Assets held for sale	4,023			4,164
Total current assets	14,539			18,135
Property and equipment, net	2,631			2,861
Intangible assets, net	2			85
Goodwill	5,337			5,268
Other non-current assets	410			422
Total assets	$	22,919		$	26,771
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	6,888		$	5,702
Accrued compensation and benefits	550			740
Other accrued liabilities	3,158			3,097
Deferred revenue	2,154			2,629
Current portion of notes payable	955			4,306
Liabilities related to assets held for sale	2,327			2,163
Total current liabilities	16,032			18,637
Deferred tax liability	525			473
Long-term deferred revenue	78			103
Common stock warrant liability	832			517
Notes payable, less current portion	3,593			—
Total liabilities	21,060			19,730
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value; 5,000,000 shares authorized, none issued and outstanding	—			—
Common stock, $0.001 par value; 50,000,000 shares authorized, 29,294,663 shares issued and 27,271,238 shares outstanding at September 30, 2012 and 28,686,486 shares issued and 26,812,935 shares outstanding at December 31, 2011	27			26
Additional paid-in capital	130,129			129,373
Accumulated deficit	(123,662		)	(117,926		)
Accumulated other comprehensive loss	(1,912		)	(1,827		)
Treasury stock, at cost, 2,023,425 shares at September 30, 2012 and 1,873,551 shares at December 31, 2011	(2,723		)	(2,605		)
Total stockholders’ equity	1,859			7,041
Total liabilities and stockholders’ equity	$	22,919		$	26,771

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RAINMAKER SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
Net revenue	$	6,900		$	7,089		$	20,196		$	19,282
Cost of services	3,808			4,189			11,315			11,341
Gross margin	3,092			2,900			8,881			7,941
Operating expenses:
Sales and marketing	524			1,015			1,569			2,935
Technology and development	1,199			1,832			4,318			5,652
General and administrative	1,486			1,898			4,238			5,725
Depreciation and amortization	420			524			1,226			1,968
Gain on fair value re-measurement	—			114			—			44
Total operating expenses	3,629			5,383			11,351			16,324
Loss from operations	(537		)	(2,483		)	(2,470		)	(8,383		)
Loss (gain) due to change in fair value of warrant liability	337			(70		)	315			(95		)
Interest and other expense, net	63			43			134			99
Loss from continuing operations before income tax expense	(937		)	(2,456		)	(2,919		)	(8,387		)
Income tax expense	7			(15		)	125			73
Net loss from continuing operations	$	(944	)	$	(2,441	)	$	(3,044	)	$	(8,460	)
Loss from discontinued operations, net of tax	$	(706	)	$	(245	)	$	(2,692	)	$	(626	)
Net loss	$	(1,650	)	$	(2,686	)	$	(5,736	)	$	(9,086	)
Foreign currency translation adjustments	24			(38		)	(85		)	(315		)
Comprehensive loss	$	(1,626	)	$	(2,724	)	$	(5,821	)	$	(9,401	)
Basic and diluted net loss per share - continuing operations	$	(0.03	)	$	(0.10	)	$	(0.11	)	$	(0.38	)
Basic and diluted net loss per share - discontinued operations	$	(0.03	)	$	(0.01	)	$	(0.10	)	$	(0.03	)
Basic and diluted net loss per share	$	(0.06	)	$	(0.11	)	$	(0.21	)	$	(0.41	)
Weighted average common shares - Basic and diluted	27,066			24,900			27,013			22,385

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RAINMAKER SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended September 30,
	2012			2011
Operating activities:
Net loss	$	(5,736	)	$	(9,086	)
Adjustment for loss from discontinued operations, net of tax	2,692			626
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization of property and equipment	1,141			1,774
Amortization of intangible assets	85			194
Gain on fair value re-measurement	—			44
Loss (gain) due to change in fair value of warrant liability	315			(95		)
Stock-based compensation expense	607			1,564
Credit for allowances for doubtful accounts	(35		)	(21		)
Changes in operating assets and liabilities:
Accounts receivable	227			(1,167		)
Prepaid expenses and other assets	(762		)	(205		)
Accounts payable	1,705			1,465
Accrued compensation and benefits	(19		)	89
Other accrued liabilities	(360		)	816
Income tax payable	30			(39		)
Deferred tax liability	51			73
Deferred revenue	(501		)	(591		)
Net cash used in continuing operations	(560		)	(4,559		)
Net cash provided by (used in) discontinued operations	(1,021		)	530
Net cash used in operating activities	(1,581		)	(4,029		)
Investing activities:
Purchases of property and equipment	(907		)	(1,279		)
Restricted cash, net	(10		)	75
Net cash used in continuing operations	(917		)	(1,204		)
Net cash used in discontinued operations	(837		)	(70		)
Net cash used in investing activities	(1,754		)	(1,274		)
Financing activities:
Proceeds from issuance of common stock	—			3,290
Proceeds from issuance of common stock from option exercises	—			15
Proceeds from borrowings	4,555			1,224
Repayment of borrowings	(3,933		)	(660		)
Repayment of Optima acquisition earnout	(113		)	—
Net proceeds of overdraft facility	(381		)	26
Tax payments in connection with treasury stock surrendered	(233		)	(217		)
Net cash provided by (used in) continuing operations	(105		)	3,678
Net cash provided by (used in) discontinued operations	(708		)	148
Net cash provided by (used in) financing activities	(813		)	3,826
Effect of exchange rate changes on cash	83			(120		)
Net decrease in cash and cash equivalents	(4,065		)	(1,597		)
Cash and cash equivalents at beginning of period	8,490			11,757
Cash and cash equivalents at end of period	$	4,425		$	10,160
Supplemental disclosures of cash flow information:
Cash paid for interest	$	106		$	128
Cash paid for income taxes	$	42		$	91
Supplemental disclosures of non-cash investing and financing activities:
Common stock issued in acquisitions	$	112		$	—

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Discussion of Non-GAAP Financial Measures

Rainmaker Systems' management evaluates and makes operating decisions using various performance measures. In addition to GAAP results, Rainmaker also considers non-GAAP net loss and non-GAAP net loss per share, EBITDA and adjusted EBITDA, which excludes non-cash stock compensation expense from EBITDA. These non-GAAP measures are derived from the revenue generated by Rainmaker's business and the costs directly related to the generation of that revenue, such as costs of services, sales and marketing expenses, technology expenses and general and administrative expenses, that management considers in evaluating the Company's operating performance. These non-GAAP measures exclude certain expenses that management does not consider to be related to the Company's core operating performance.

Non-GAAP net loss, non-GAAP net loss per share, EBITDA and adjusted EBITDA are supplemental measures of Rainmaker's performance that are not required by, or presented in accordance with, GAAP. Moreover, they should not be considered as an alternative to any performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities or as a measure of liquidity. Rainmaker presents these non-GAAP measures because management considers them to be important supplemental measures of Rainmaker's operating performance and profitability trends, and because management believes they give investors useful information on period-to-period performance as evaluated by management. Rainmaker believes that the use of these non-GAAP measures provides consistency and comparability with Rainmaker's past financial reports and also facilitates comparisons with other companies in Rainmaker's industry, a number of which use similar non-GAAP financial measures to supplement their GAAP results. Management has used these non-GAAP measures when evaluating operating performance because management believes that the inclusion or exclusion of the items described above provides an additional measure of the Company's core operating results and facilitates comparisons of the Company's core operating performance against prior periods and the Company's business model objectives. Rainmaker has chosen to provide this information to investors to enable them to perform additional analysis of past, present and future operating performance and as a supplemental means to evaluate the Company's ongoing core operations.

Non-GAAP net loss was $362,000 for the third quarter of 2012 and consists of net loss from continuing operations excluding stock based compensation expense, amortization of purchased intangible assets and a loss due to change in fair value of warrant liability. The change in fair value of warrant liability was a $337,000 loss for the three months ended September 30, 2012 and related to an increase in the fair value of the common stock warrant liability. Stock based compensation expense was $217,000 for the three months ended September 30, 2012 and represents the current quarter recognition of compensation expense related to stock options and restricted stock awards granted prior to and during the quarter. Amortization of intangible assets was $28,000 for the three months ended September 30, 2012. See Exhibit A for a reconciliation of GAAP net loss from continuing operations to non-GAAP net loss.

EBITDA was negative $117,000 for the third quarter of 2012. EBITDA consists of net loss from continuing operations excluding interest and other expense, income taxes, depreciation & amortization and certain other non-cash items. Non-cash charges for depreciation of property and equipment were $392,000 for the three months ended September 30, 2012. Non-cash charge for the change in fair value of warrant liability was a $337,000 loss for the three months ended September 30, 2012 and related to an increase in the fair value of the common stock warrant liability. Net interest and other expense was $63,000 for the three months ended September 30, 2012. Non-cash charges for amortization of acquisition related intangibles were $28,000 for the three months ended September 30, 2012. Income tax expense was $7,000 for the three months ended September 30, 2012.

Adjusted EBITDA was positive $100,000 for the three months ended September 30, 2012 and adds back to EBITDA non-cash stock based compensation expense of $217,000 incurred in the third quarter of 2012. See Exhibit B for a reconciliation of GAAP net loss from continuing operations to EBITDA and adjusted EBITDA.

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RAINMAKER SYSTEMS, INC.

EXHIBIT A

RECONCILIATION OF GAAP NET LOSS FROM CONTINUING OPERATIONS TO NON-GAAP NET LOSS (1)

(In thousands, except per share)

(Unaudited)

	Three months ended
	September 30,			June 30,			September 30,
	2012			2012			2011
Net loss from continuing operations - GAAP basis	$	(944	)	$	(901	)	$	(2,441	)
Stock compensation adjustments (2):
Cost of services	24			28			15
Sales and marketing	12			12			57
Technology and development	32			32			51
General and administrative	149			143			399
Amortization of intangible assets (3)	28			28			47
Gain on fair value re-measurement (4)	—			—			114
Loss (gain) due to change in fair value of warrant liability (5)	337			(15		)	(70		)
Net loss – Non-GAAP basis	$	(362	)	$	(673	)	$	(1,828	)
Diluted weighted average shares outstanding	27,066			27,049			24,900
Non-GAAP diluted net loss per share	$	(0.01	)	$	(0.02	)	$	(0.07	)

_____________________________

(1) To supplement our financial results presented on a GAAP basis, we use non-GAAP net loss, which excludes certain business combination accounting entries and expenses related to acquisitions as well as other expenses including stock-based compensation and non-recurring items. As we have completed several acquisitions since 2005, we believe non-GAAP net loss provides useful information to investors regarding the underlying business trends and performance of the Company's ongoing operations and is useful for period over period comparisons of such operations. Non-GAAP net loss is not meant to be considered in isolation or as a substitute for GAAP net loss from continuing operations, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP.

(2) We estimate the fair value of share based payment awards on the date of grant using an option-pricing model for option grants and our closing share price as reported on NASDAQ for restricted share grants. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods. Stock-based compensation expenses will recur in future periods.

(3) We have excluded the effect of amortization of intangibles from our non-GAAP net loss. We believe this helps investors understand a significant reason why our GAAP operating expenses increase following acquisitions. Investors should note that the use of intangible assets contributed to revenue earned during the period and will contribute to future revenue generation and should also note that these amortization expenses are recurring.

(4) In the quarter ended September 30, 2011, we recorded a loss on fair value re-measurement of $114,000 related to the change in the accrued estimated liability for the earnout payable by us in connection with our acquisition of Optima.

(5) We have recorded gains or losses in fair value of warrant liability related to the change in the common stock warrant liability.

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RAINMAKER SYSTEMS, INC.

EXHIBIT B

RECONCILIATION OF NET LOSS FROM CONTINUING OPERATIONS TO EBITDA AND ADJUSTED EBITDA (1)

(In thousands)

(Unaudited)

	Three months ended
	September 30,			June 30,			September 30,
	2012			2012			2011
Net loss from continuing operations	$	(944	)	$	(901	)	$	(2,441	)
Add:
Provision for income taxes	7			65			(15		)
Depreciation of property and equipment	392			374			477
Amortization of intangible assets	28			28			47
Gain on fair value re-measurement	—			—			114
Loss (gain) due to change in fair value of warrant liability	337			(15		)	(70		)
Interest and other expense, net	63			43			43
	827			495			596
EBITDA – Non-GAAP basis	$	(117	)	$	(406	)	$	(1,845	)
Add:
Stock based compensation	217			215			522
Adjusted EBITDA – Non-GAAP basis	$	100		$	(191	)	$	(1,323	)

_____________________________

(1) To supplement our financial results presented on a GAAP basis, we use EBITDA, which excludes certain cash and non-cash expenses, and adjusted EBITDA, which excludes stock based compensation from EBITDA. We believe EBITDA and adjusted EBITDA provide useful information to investors regarding the underlying business trends and performance of the Company’s ongoing operations and are useful for period over period comparisons of such operations. EBITDA and adjusted EBITDA are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. We regularly use EBITDA and adjusted EBITDA internally to manage our business and make operating decisions.

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