UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2012
OR
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission File Number: 0-21878
SIMON WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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04-3081657
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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18952 MACARTHUR BOULEVARD, IRVINE, CALIFORNIA 92612
(Address of principal executive offices)
(949) 251-4660
(Registrants 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 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. (Check one):
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act):
Yes
¨
No
x
At November 2, 2012, 50,611,879 shares of the registrants common stock were outstanding.
SIMON WORLDWIDE, INC.
FORM 10-Q
TABLE OF CONTENTS
2
PART I FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
SIMON WORLDWIDE, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
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September 30,
2012
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December 31,
2011
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(Unaudited)
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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7,674
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$
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8,779
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Prepaid expenses and other current assets
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44
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138
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Total current assets
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7,718
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8,917
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Investments
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8
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9
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Other assets
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306
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321
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Total non-current assets
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314
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330
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$
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8,032
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$
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9,247
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LIABILITIES AND STOCKHOLDERS EQUITY
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Current liabilities:
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Accounts payable
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$
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18
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$
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73
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Accrued expenses and other current liabilities
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42
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57
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Total current liabilities
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60
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130
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Stockholders equity:
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Common stock, $.01 par value; 100,000,000 shares authorized;
50,611,879 shares issued and outstanding net of 4,002,070
treasury shares at par value at September 30, 2012 and December 31, 2011
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506
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506
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Additional paid-in capital
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152,083
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152,083
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Accumulated deficit
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(144,625
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)
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(143,476
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)
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Accumulated other comprehensive income
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8
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4
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Total stockholders equity
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7,972
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9,117
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$
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8,032
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$
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9,247
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See the accompanying Notes to Condensed Consolidated Financial Statements.
3
SIMON WORLDWIDE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share data)
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For the Three Months
Ended September 30,
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For the Nine Months
Ended September 30,
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2012
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2011
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2012
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2011
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Revenue
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$
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$
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$
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$
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General and administrative expenses
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318
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537
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1,177
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1,470
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Operating loss
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(318
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)
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(537
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)
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(1,177
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)
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(1,470
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)
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Interest income
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2
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5
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7
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21
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Other income, net
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9
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25
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15
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Equity in Yucaipa AEC loss
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(2
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)
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(2
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Loss before income taxes
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(307
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(534
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(1,145
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)
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(1,436
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)
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Income tax (provision) benefit
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(4
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)
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1
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Net loss
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$
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(307
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)
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$
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(534
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$
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(1,149
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$
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(1,435
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Net loss per share basic and diluted:
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Loss per common share
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$
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(0.01
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)
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$
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(0.01
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)
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$
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(0.02
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)
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$
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(0.03
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)
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Weighted average shares outstanding
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50,612
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50,612
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50,612
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50,612
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See the accompanying Notes to Condensed Consolidated Financial Statements.
4
SIMON WORLDWIDE, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
(in thousands)
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For the Three Months
Ended September 30,
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For the Nine Months
Ended
September 30,
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2012
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2011
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2012
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2011
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Net loss
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$
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(307
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)
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$
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(534
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$
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(1,149
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)
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$
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(1,435
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)
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Other comprehensive loss:
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Unrealized gain (loss) on investments
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3
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(3
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)
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4
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(5
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)
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Comprehensive loss
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$
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(304
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)
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$
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(537
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)
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$
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(1,145
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)
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$
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(1,440
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)
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See the accompanying Notes to Condensed Consolidated Financial Statements.
5
SIMON WORLDWIDE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
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For the Nine Months
Ended September 30,
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2012
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2011
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Cash flows from operating activities:
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Net loss
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$
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(1,149
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)
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$
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(1,435
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)
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Adjustments to reconcile net loss to net cash used in operating activities:
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Equity in Yucaipa AEC loss
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2
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Gain on sale of investment
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(14
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)
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Increase (decrease) in cash from changes in working capital items:
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Prepaid expenses and other current assets
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111
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239
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Accounts payable
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(55
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)
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7
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Accrued expenses and other current liabilities
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(12
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)
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(25
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)
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Net cash used in operating activities
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(1,105
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)
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(1,226
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)
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Net cash provided by investing activities:
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Proceeds from sale of investment
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73
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73
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Net cash provided by financing activities
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Net decrease in cash and cash equivalents
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(1,105
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)
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(1,153
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)
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Cash and cash equivalents, beginning of period
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8,779
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10,625
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Cash and cash equivalents, end of period
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$
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7,674
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$
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9,472
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Supplemental disclosure of cash flow information:
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Cash paid during the period for:
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Income taxes
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$
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3
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$
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3
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See the accompanying Notes to Condensed Consolidated Financial Statements.
6
SIMON WORLDWIDE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared by Simon Worldwide, Inc. (the
Company or Simon) pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes in accordance with
accounting principles generally accepted in the United States of America for complete financial statements and should be read in conjunction with the consolidated financial statements included in the Companys Annual Report on Form 10-K for the
year ended December 31, 2011.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements
contain all adjustments, consisting only of those considered necessary for fair presentation of the Companys financial position, results of operations, and cash flows at the dates and for the periods presented.
Prior to August 2001, the Company was a multi-national, full service promotional marketing company. In August 2001, McDonalds Corporation
(McDonalds), the Companys principal customer, terminated its 25-year relationship with the Company as a result of the embezzlement by a former Company employee of winning game pieces from McDonalds promotional games
administered by the Company. Other customers also terminated their relationships with the Company, resulting in the Company no longer having a business. By April 2002, the Company had effectively eliminated a majority of its ongoing promotions
business operations and was in the process of disposing of its assets and settling its liabilities related to the promotions business and defending and pursuing litigation with respect thereto. As a result of these efforts, the Company has been able
to resolve a significant number of outstanding liabilities that existed in August 2001 or arose subsequent to that date.
The operating
results for the three and nine months ended September 30, 2012, are not necessarily indicative of the results to be expected for the full year.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-05,
Comprehensive Income (Topic 220): Presentation of Comprehensive Income.
ASU No. 2011-05 provides an entity the option to present the total of comprehensive income, the components of net income, and the components of other
comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each
component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. In a single continuous statement, the entity is required to present the components of net income and total net
income, the components of other comprehensive income and a total for other comprehensive income, along with the total of comprehensive income in that statement. In the two-statement approach, an entity is required to present components of net income
and total net income in the statement of net income. The statement of other comprehensive income should immediately follow the statement of net income and include the components of other comprehensive income and a total for other comprehensive
income, along with a total for comprehensive income.
Regardless of whether an entity chooses to present comprehensive income in a single
continuous statement or in two separate but consecutive statements, the entity is required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income
in the statement(s) where the components of net income and the components of other comprehensive income are presented.
ASU No. 2011-05
was effective for the Company beginning January 1, 2012, and will be applied retrospectively using the two-statement approach. The adoption did not have a material effect on the Companys consolidated statements of financial position or
results of operations.
7
2. Absence of Operating Business
As a result of the loss of its promotions customers, the Company no longer has any operating business. Since August 2001, the Company
has concentrated its efforts on reducing its costs and settling numerous claims, contractual obligations, and pending litigation. By April 2002, the Company had effectively eliminated a majority of its ongoing promotions business operations and was
in the process of disposing of its assets and settling its liabilities related to the promotions business and defending and pursuing litigation with respect thereto. In essence, the Company discontinued its promotions business and changed the nature
of its operation to focus on its pending litigation and winding down its contractual obligations. As a result of these efforts, the Company has been able to resolve a significant number of outstanding liabilities that existed in August 2001 or arose
subsequent to that date. As of September 30, 2012, the Company had reduced its workforce to 4 employees from 136 employees as of December 31, 2001.
In April 2012, the Company began providing limited accounting and administrative services to another company controlled by the Companys largest shareholder. For the three and nine months ended
September 30, 2012, the Company earned approximately $9,000 and $25,000, respectively, related to these services provided. The arrangement entails providing these services through an undetermined end date, including payments totaling $9,000 for
the fourth quarter. The Company does not consider this arrangement to be part of its recurring operations.
With no revenues from operations,
the Company closely monitors and controls its expenditures within a reasonably predictable range. Cash used by operating activities was $1.9 million and $2.3 million in the years ended December 31, 2011 and 2010, respectively. Cash used by
operating activities was $1.1 million and $1.2 million for the nine months ended September 30, 2012 and 2011, respectively. The Company incurred losses within its continuing operations in 2011 and continues to incur losses in 2012 for the
general and administrative expenses incurred to manage the affairs of the Company. By utilizing cash available at September 30, 2012 to maintain its scaled back operations, management believes it has sufficient capital resources and liquidity
to operate the Company for at least one year.
3. Earnings Per Share
The Company calculates its earnings per share in accordance with ASC 260-10, Earnings Per
Share. There were 50,611,879 weighted average shares outstanding for the three and nine months ended September 30, 2012 and 2011. In addition, there were 55,000 weighted average shares related to stock options exercisable for the three
months ended September 30, 2012 and 2011, and there were 55,000 and 56,630 weighted average shares related to stock options exercisable for the nine months ended September 30, 2012 and 2011, respectively, that were not included in the
computation of diluted earnings per share because to do so would have been antidilutive as the Company has a net loss for each period presented.
4. Income Taxes
The Company had a current state provision (benefit) for income taxes of $4,000 and $(1,000) for the nine months ended
September 30, 2012 and 2011, respectively.
The Company periodically evaluates the positive and negative evidence bearing upon the
realizability of its deferred tax assets. The Company, however, has considered results of operations and concluded that it is more likely than not that the deferred tax assets will not be realizable. As a result, the Company has determined that a
valuation allowance of $35.4 million and $35.0 million is required at September 30, 2012, and December 31, 2011, respectively. The increase in valuation allowance is primarily due to an increase in deferred tax assets arising from current
years net operating losses. The tax effects of temporary differences that gave rise to deferred tax assets as of September 30, 2012, and December 31, 2011, were as follows (in thousands):
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September 30,
2012
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December 31,
2011
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Deferred tax assets:
|
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|
|
|
|
|
|
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Net operating losses
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$
|
28,676
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|
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$
|
28,196
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Capital losses
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|
|
5,928
|
|
|
|
6,173
|
|
Other asset reserves
|
|
|
2,330
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|
|
|
2,335
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|
AMT credit
|
|
|
649
|
|
|
|
649
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|
Accrued expenses
|
|
|
13
|
|
|
|
9
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|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
37,596
|
|
|
|
37,362
|
|
Valuation allowance
|
|
|
(35,189
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)
|
|
|
(34,968
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
2,407
|
|
|
|
2,394
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
State deferreds
|
|
|
(2,407
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)
|
|
|
(2,394
|
)
|
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
|
(2,407
|
)
|
|
|
(2,394
|
)
|
|
|
|
|
|
|
|
|
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Net deferred taxes
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
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|
8
As of December 31, 2011, the Company had federal NOLs of approximately $72.1 million and
post-apportionment state NOLs of approximately $41.0 million, respectively. The Company also has pre-apportionment NOLs from New York State and New York City totaling $104 million at December 31, 2011. Since the Company has limited
revenue-generating operations, the apportionment factor is zero and thus no deferred tax asset is recognized. The NOLs from New York State and New York City carry forward for 20 years (expiring between 2021 and 2031). If the Company were to commence
operations in New York State or New York City in future years, the apportionment factor would exceed zero resulting in deferred tax assets for which realization would be assessed.
Because of our current lack of significant operations, we have established a valuation allowance for the entire amount of federal and state NOLs as it is unlikely that we can realize these deferred tax
benefits in the future. Based on such review, the Company does not believe Section 382 of the Internal Revenue Code will adversely impact its ability to use its current net operating losses.
The following is a reconciliation of the statutory federal income tax rate to the actual effective income tax rate for continuing operations:
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
|
2012
|
|
|
2011
|
|
Federal tax (benefit) rate
|
|
|
(34.0
|
)%
|
|
|
(34.0
|
)%
|
Increase (decrease) in taxes resulting from:
|
|
|
|
|
|
|
|
|
State income taxes
|
|
|
(5.8
|
)
|
|
|
(5.8
|
)
|
Change in valuation allowance
|
|
|
39.2
|
|
|
|
37.4
|
|
Life insurance
|
|
|
0.6
|
|
|
|
2.4
|
|
Minimum tax
|
|
|
0.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.3
|
%
|
|
|
0.0
|
%
|
|
|
|
|
|
|
|
|
|
5. Subsequent Events
The Company has completed an evaluation of all subsequent events through the issuance date of these financial statements, and concluded
there were no subsequent events that required recognition or disclosure.
9
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following is a discussion of the financial condition and results of operations of the Company for the three
and nine months ended September 30, 2012, as compared to the same periods in the previous year. This discussion should be read in conjunction with the condensed consolidated financial statements of the Company and related Notes included
elsewhere in this Form 10-Q.
Forward-Looking Statements and Associated Risks
From time to time, the Company may provide forward-looking information such as forecasts of expected future performance or statements about the Companys plans and objectives, including certain
information provided below. These forward-looking statements are based largely on the Companys expectations and are subject to a number of risks and uncertainties, certain of which are beyond the Companys control. The Company wishes to
caution readers that actual results may differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company including, without limitation, as a result of factors described in Item 1A. Risk Factors
included in the Companys December 31, 2011, Form 10-K for Purposes of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
General
Prior to August 2001, the Company was a multi-national, full service promotional
marketing company. In August 2001, McDonalds Corporation (McDonalds), the Companys principal customer, terminated its 25-year relationship with the Company as a result of the embezzlement by a former Company employee of
winning game pieces from McDonalds promotional games administered by the Company. Other customers also terminated their relationships with the Company.
As a result of the loss of its promotions customers, the Company no longer has any operating business. Since August 2001, the Company has concentrated its efforts on reducing its costs and settling
numerous claims, contractual obligations, and pending litigation. By April 2002, the Company had effectively eliminated a majority of its ongoing promotions business operations and was in the process of disposing of its assets and settling its
liabilities related to the promotions business and defending and pursuing litigation with respect thereto. In essence, the Company discontinued its promotions business and changed the nature of its operation to focus on its pending litigation and
winding down its contracted obligations. As a result of these efforts, the Company has been able to resolve a significant number of outstanding liabilities that existed in August 2001 or arose subsequent to that date.
In April 2012, the Company began providing limited accounting and administrative services to another company controlled by the Companys largest
shareholder. The arrangement entails providing these services through an undetermined end date, including payments totaling $9,000 for the fourth quarter. The Company does not consider this arrangement to be part of its recurring operations.
As of September 30, 2012, the Company had reduced its workforce to 4 employees from 136 employees as of December 31, 2001. The
Company is currently managed by the Chief Executive Officer and principal financial officer, Greg Mays, and an acting general counsel.
Outlook
The lack of any operating
revenue has had and will continue to have a substantial adverse impact on the Companys cash position. The Company incurred losses within its continuing operations in 2011 and continues to incur losses in 2012 for the general and administrative
expenses incurred to manage the affairs of the Company. Inasmuch as the Company no longer generates operating income, the source of current and future working capital is expected to be cash on hand and proceeds from the sale of remaining long-term
investments. Management believes it has sufficient capital resources and liquidity to operate the Company for at least one year.
10
The Board of Directors continues to consider various alternative courses of action for the Company,
including possibly acquiring or combining with one or more operating businesses. The Board of Directors has reviewed and analyzed a number of proposed transactions and will continue to do so until it can determine a course of action going forward to
best benefit all shareholders. The Company cannot predict when the Board of Directors will have developed a proposed course of action or whether any such course of action will be successful. Considering our current cash position of $7.7 million at
September 30, 2012 and our average spending to support continuing operations, management believes it has sufficient capital resources and liquidity to operate the Company for at least one year.
RESULTS OF OPERATIONS
Three Months
Ended September 30, 2012, Compared to Three Months Ended September 30, 2011
The Company generated no sales or gross profits in
continuing operations during the three months ended September 30, 2012 and 2011.
General and administrative expenses totaled $.3 million
during the three months ended September 30, 2012, compared to $.5 million during the three months ended September 30, 2011. The decrease is primarily due to a reduction in director fees.
Nine Months Ended September 30, 2012, Compared to Nine Months Ended September 30, 2011
The Company generated no sales or gross profits in continuing operations during the nine months ended September 30, 2012 and 2011.
General and administrative expenses totaled $1.2 million during the nine months ended September 30, 2012, compared to $1.5 million during the nine
months ended September 30, 2011. The decrease is primarily due to a reduction in director fees and rent expense.
LIQUIDITY AND
CAPITAL RESOURCES
Working capital was $7.7 million and $8.8 million at September 30, 2012, and December 31, 2011, respectively.
Net cash used in operating activities during the nine months ended September 30, 2012 and 2011, totaled $1.1 million and $1.2 million,
respectively, primarily due to a loss from continuing operations partially offset by a net change in working capital items.
There were no
investing or financing activities during the nine months ended September 30, 2012. Net cash received from investing activities from investing activities during the nine months ended September 30, 2011, totaled $73,000 which related to the
sale of one of the Companys equity investments.
There were no financing activities during the nine months ended September 30, 2012
and 2011.
The Company has a letter of credit totaling approximately $36,000 at September 30, 2012, which supports the Companys
periodic payroll obligations and is considered restricted.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
The disclosure required by this Item is not material to the Company because the Company does not currently have any
exposure to market rate sensitive instruments, as defined in this Item.
11
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of September 30, 2012, the Company evaluated the effectiveness and design and operation of its disclosure controls and procedures. The Companys disclosure controls and procedures are the
controls and other procedures that the Company designed to ensure that it records, processes, summarizes, and reports in a timely manner the information that it must disclose in reports that the Company files with or submits to the Securities and
Exchange Commission. Greg Mays, the principal executive and principal financial officer of the Company, reviewed and participated in this evaluation. Based on this evaluation, the principal executive and principal financial officer of the Company
concluded that the Companys disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There have not been any changes in the Companys internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) under the Securities Exchange Act of 1934, as amended) that occurred during the quarter ended September 30, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
12
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 1A. Risk Factors
In addition to the other information set forth in this Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A: Risk
Factors in our Annual Report on Form 10-K for the year ended December 31, 2011, which could materially affect our business, financial condition or future results. The risk factors described in our Annual Report on Form 10-K remain
applicable to our business, subject to the changes and the addition of the new risk factors set forth below. The risks described below and in our Annual Report on Form 10-K are not the only risks that we face. Additional risks and uncertainties not
currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
|
|
|
Exhibit
Number
|
|
Description
|
|
|
2.6(6)
|
|
Settlement Agreement and Mutual General Release between Cyrk and Simon dated January 31, 2006
|
|
|
2.7(6)
|
|
Subordinated Promissory Note in the principal amount of $1,410,000 from Cyrk to Simon dated January 31, 2006
|
|
|
3.1(7)
|
|
Restated Certificate of Incorporation of the Registrant
|
|
|
3.2(6)
|
|
Amended and Restated By-laws of the Registrant, effective March 27, 2006
|
|
|
4.1(1)
|
|
Specimen certificate representing Common Stock
|
|
|
10.1(2)(3)
|
|
1993 Omnibus Stock Plan, as amended
|
|
|
10.10(4)
|
|
Registration Rights Agreement between the Company and Overseas Toys, L.P.
|
|
|
10.29(5)
|
|
May 30, 2003, Executive Services Agreements with Joseph Bartlett, Allan Brown, Gregory Mays, and Terrence Wallock
|
13
|
|
|
|
|
10.30(6)
|
|
May 3, 2004, Amendment No. 1 to Executive Services Agreements with Messrs. Bartlett and Brown, (replaces previously filed copies of these amendments)
|
|
|
10.31(6)
|
|
March 27, 2006, Amendment No. 2 to Wallock Executive Services Agreement
|
|
|
10.32(6)
|
|
March 27, 2006, New Executive Services Agreement with Mr. Mays
|
|
|
31
|
|
Certifications pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 (the Exchange Act), filed herewith
|
|
|
32
|
|
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes- Oxley Act of 2002, furnished herewith
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed herewith, is not a part of a registration statement or Prospectus for purposes of
sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
|
Footnotes:
(1)
|
Filed as an exhibit to the Registrants Registration Statement on Form S-1 (Registration No. 33-63118) or an amendment thereto and incorporated herein by
reference.
|
(2)
|
Management contract or compensatory plan or arrangement.
|
(3)
|
Filed as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 1994, and incorporated herein by reference.
|
(4)
|
Filed as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 1999, and incorporated herein by reference.
|
(5)
|
Filed as an exhibit to the Registrants Report on Form 10-K for the year ended December 31, 2002, filed on July 29, 2003, and incorporated herein by
reference.
|
(6)
|
Filed as an exhibit to the Registrants Report on Form 10-K for the year ended December 31, 2005, filed on March 31, 2006, and incorporated herein by
reference.
|
(7)
|
Filed as an exhibit to the Registrants Report on Form 8-K, filed on September 23, 2008, and incorporated herein by reference.
|
14
SIGNATURE
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.
|
|
|
|
|
|
|
Date: November 13, 2012
|
|
|
|
|
|
SIMON WORLDWIDE, INC.
|
|
|
|
|
|
|
|
|
|
|
/s/ Greg Mays
|
|
|
|
|
|
|
Greg Mays
|
|
|
|
|
|
|
Chief Executive Officer and Chief Financial Officer
|
|
|
|
|
|
|
(duly authorized signatory)
|
15
Simon Worldwide (GM) (USOTC:SWWI)
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