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Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

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: 0-21878

 

 

SIMON WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   04-3081657

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

18952 MACARTHUR BOULEVARD, IRVINE, CALIFORNIA 92612

(Address of principal executive offices)

(949) 251-4660

(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 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):

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   x

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 registrant’s common stock were outstanding.

 

 

 


Table of Contents

SIMON WORLDWIDE, INC.

FORM 10-Q

TABLE OF CONTENTS

 

Description

 

Page
Number

PART I — FINANCIAL INFORMATION

 

Item 1. Condensed Financial Statements

 

Consolidated Balance Sheets as of September 30, 2012 (unaudited) and December 31, 2011

  3

Consolidated Statements of Operations (unaudited) for the three and nine months ended September  30, 2012 and 2011

  4

Consolidated Statements of Comprehensive Loss (unaudited) for the three and nine months ended September 30, 2012 and 2011

  5

Consolidated Statements of Cash Flows (unaudited) for the nine months ended September  30, 2012 and 2011

  6

Notes to Condensed Consolidated Financial Statements (unaudited)

  7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

  10

Item 3. Quantitative and Qualitative Disclosures About Market Risk

  11

Item 4. Controls and Procedures

  12

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

  13

Item 1A. Risk Factors

  13

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

  13

Item 3. Defaults Upon Senior Securities

  13

Item 4. Mine Safety Disclosures

  13

Item 5. Other Information

  13

Item 6. Exhibits

  13

SIGNATURE

  15

EX-31

 

EX-32

 

EX-101 INSTANCE DOCUMENT

 

EX-101 SCHEMA DOCUMENT

 

EX-101 CALCULATION LINKBASE DOCUMENT

 

EX-101 LABELS LINKBASE DOCUMENT

 

EX-101 PRESENTATION LINKBASE DOCUMENT

 

 

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Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

SIMON WORLDWIDE, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

 

     September 30,
2012
    December 31,
2011
 
     (Unaudited)        
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 7,674      $ 8,779   

Prepaid expenses and other current assets

     44        138   
  

 

 

   

 

 

 

Total current assets

     7,718        8,917   

Investments

     8        9   

Other assets

     306        321   
  

 

 

   

 

 

 

Total non-current assets

     314        330   
  

 

 

   

 

 

 
   $ 8,032      $ 9,247   
  

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY     

Current liabilities:

    

Accounts payable

   $ 18      $ 73   

Accrued expenses and other current liabilities

     42        57   
  

 

 

   

 

 

 

Total current liabilities

     60        130   

Stockholders’ equity:

    

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

     506        506   

Additional paid-in capital

     152,083        152,083   

Accumulated deficit

     (144,625     (143,476

Accumulated other comprehensive income

     8        4   
  

 

 

   

 

 

 

Total stockholders’ equity

     7,972        9,117   
  

 

 

   

 

 

 
   $ 8,032      $ 9,247   
  

 

 

   

 

 

 

See the accompanying Notes to Condensed Consolidated Financial Statements.

 

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Table of Contents

SIMON WORLDWIDE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share data)

 

     For the Three Months
Ended September 30,
    For the Nine Months
Ended September 30,
 
     2012     2011     2012     2011  

Revenue

   $ —        $ —        $ —        $ —     

General and administrative expenses

     318        537        1,177        1,470   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

     (318     (537     (1,177     (1,470

Interest income

     2        5        7        21   

Other income, net

     9        —          25        15   

Equity in Yucaipa AEC loss

     —          (2     —          (2
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (307     (534     (1,145     (1,436

Income tax (provision) benefit

     —          —          (4     1   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (307   $ (534   $ (1,149   $ (1,435
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share – basic and diluted:

        

Loss per common share

   $ (0.01   $ (0.01   $ (0.02   $ (0.03
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding

     50,612        50,612        50,612        50,612   
  

 

 

   

 

 

   

 

 

   

 

 

 

See the accompanying Notes to Condensed Consolidated Financial Statements.

 

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Table of Contents

SIMON WORLDWIDE, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

(in thousands)

 

     For the Three Months
Ended September 30,
    For the Nine Months
Ended  September 30,
 
     2012     2011     2012     2011  

Net loss

   $ (307   $ (534   $ (1,149   $ (1,435

Other comprehensive loss:

        

Unrealized gain (loss) on investments

     3        (3     4        (5
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive loss

   $ (304   $ (537   $ (1,145   $ (1,440
  

 

 

   

 

 

   

 

 

   

 

 

 

See the accompanying Notes to Condensed Consolidated Financial Statements.

 

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Table of Contents

SIMON WORLDWIDE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

 

     For the Nine Months
Ended September 30,
 
     2012     2011  

Cash flows from operating activities:

    

Net loss

   $ (1,149   $ (1,435

Adjustments to reconcile net loss to net cash used in operating activities:

    

Equity in Yucaipa AEC loss

     —          2   

Gain on sale of investment

     —          (14

Increase (decrease) in cash from changes in working capital items:

    

Prepaid expenses and other current assets

     111        239   

Accounts payable

     (55     7   

Accrued expenses and other current liabilities

     (12     (25
  

 

 

   

 

 

 

Net cash used in operating activities

     (1,105     (1,226

Net cash provided by investing activities:

    

Proceeds from sale of investment

     —          73   
  

 

 

   

 

 

 
     —          73   

Net cash provided by financing activities

     —          —     
  

 

 

   

 

 

 

Net decrease in cash and cash equivalents

     (1,105     (1,153

Cash and cash equivalents, beginning of period

     8,779        10,625   
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 7,674      $ 9,472   
  

 

 

   

 

 

 

Supplemental disclosure of cash flow information:

    

Cash paid during the period for:

    

Income taxes

   $ 3      $ 3   
  

 

 

   

 

 

 

See the accompanying Notes to Condensed Consolidated Financial Statements.

 

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Table of Contents

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 Company’s 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 Company’s 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, McDonald’s Corporation (“McDonald’s”), the Company’s 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 McDonald’s 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 Company’s consolidated statements of financial position or results of operations.

 

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Table of Contents

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 Company’s 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 year’s 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):

 

     September 30,
2012
    December 31,
2011
 

Deferred tax assets:

    

Net operating losses

   $ 28,676      $ 28,196   

Capital losses

     5,928        6,173   

Other asset reserves

     2,330        2,335   

AMT credit

     649        649   

Accrued expenses

     13        9   
  

 

 

   

 

 

 

Total deferred tax assets

     37,596        37,362   

Valuation allowance

     (35,189     (34,968
  

 

 

   

 

 

 
     2,407        2,394   

Deferred tax liabilities:

    

State deferreds

     (2,407     (2,394
  

 

 

   

 

 

 

Total deferred tax liabilities

     (2,407     (2,394
  

 

 

   

 

 

 

Net deferred taxes

   $ —        $ —     
  

 

 

   

 

 

 

 

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Table of Contents

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.

 

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Table of Contents

ITEM 2. MANAGEMENT’S 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 Company’s plans and objectives, including certain information provided below. These forward-looking statements are based largely on the Company’s expectations and are subject to a number of risks and uncertainties, certain of which are beyond the Company’s 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 Company’s 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, McDonald’s Corporation (“McDonald’s”), the Company’s 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 McDonald’s 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 Company’s 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 Company’s 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.

 

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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 Company’s 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 Company’s 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.

 

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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 Company’s 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 Company’s disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Company’s 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.

 

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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

 

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  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 Registrant’s 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 Registrant’s 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 Registrant’s 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 Registrant’s Report on Form 8-K, filed on September 23, 2008, and incorporated herein by reference.

 

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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)

 

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