8-K
Wilhelmina International, Inc. (WHLM)
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): May 15, 2024
WILHELMINA
INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36589 | 74-2781950 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File<br>No.) | (IRS Employer Identification No.) |
| 5420 Lyndon B Johnson Freeway, Box #25, Dallas, Texas | 75240 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (214) 661-7488
| N/A |
|---|
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value | WHLM | NASDAQ Capital Market |
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 (see General Instruction A.2. below):
| ☐ | Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule<br>14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule<br>13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item2.02. Results of Operations and Financial Condition.
On May 15, 2024, Wilhelmina International, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2024. A copy of this press release is included as Exhibit 99.1 to this report.
Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 2.02 of Form 8-K, including Exhibit 99.1 attached hereto, is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of Wilhelmina International, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated May 15, 2024 |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
| 2 |
| --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated: May 15, 2024 | WILHELMINA INTERNATIONAL, INC. | ||
|---|---|---|---|
| By: | /s/ Gaurav Pahwa | ||
| Name: | Gaurav Pahwa | ||
| Title: | Chief Financial Officer |
| 3 |
| --- |
Exhibit 99.1
Wilhelmina International,Inc. Reports Results for First Quarter 2024
| (in thousands) | Q1 2024 | Q1 2023 | YOY<br> Change | ||||
|---|---|---|---|---|---|---|---|
| Total Revenues | $ | 4,171 | $ | 4,484 | (7.0% | ) | |
| Operating Income | 73 | 229 | (68.1% | ) | |||
| Income Before Provision for Taxes | 149 | 210 | (29.0% | ) | |||
| Net Income | 91 | 159 | (42.8% | ) | |||
| Gross Billings* | 15,824 | 17,587 | (10.0% | ) | |||
| EBITDA* | 110 | 262 | (58.0% | ) | |||
| Adjusted EBITDA* | 128 | 304 | (57.9% | ) | |||
| Pre-Corporate EBITDA* | 381 | 548 | (30.5% | ) |
* Non-GAAP measures referenced are detailed in the disclosures at the end of this release.
(GLOBE NEWSWIRE) DALLAS -- Wilhelmina International, Inc. (Nasdaq:WHLM) ("Wilhelmina" or the "Company") today reported revenues of $4.2 million and net income of $0.1 million for the three months ended March 31, 2024, compared to revenues of $4.5 million and net income of $0.2 million for the three months ended March 31, 2023. Decreased revenues in 2024 were primarily due to decreased commissions on bookings in the Company’s core modeling and Aperture divisions.
Financial Results
Net income for the three months ended March 31, 2024 was $0.1 million, or $0.02 per fully diluted share, compared to net income of $0.2 million, or $0.03 per fully diluted share, for the three months ended March 31, 2023.
Pre-Corporate EBITDA was $0.4 million for the three months ended March 31, 2024, compared to Pre-Corporate EBITDA of $0.5 million for the three months ended March 31, 2023.
The following table reconciles reported total revenues under generally accepted accounting principles to Gross Billings, for the first quarter ended March 31, 2024 and 2023.
| (in thousands) | Threemonths ended<br><br> <br>March31, | |
|---|---|---|
| 2024 | 2023 | |
| Total revenues | $ 4,171 | $ 4,484 |
| Model costs | 11,653 | 13,103 |
| Gross billings* | 15,824 | 17,587 |
| *Non-GAAP measures referenced are detailed in the disclosures at the end of this release. |
Model costs include amounts owed to talent, including taxes required to be withheld and remitted directly to taxing authorities, commissions owed to other agencies, and related costs such as those paid for photography.
| 1 |
| --- |
The following table reconciles reported net income under generally accepted accounting principles to EBITDA, Adjusted EBITDA and Pre-Corporate EBITDA for the three months ended March 31, 2024 and 2023.
| (in thousands) | Threemonths ended<br><br> <br>March31, | |
|---|---|---|
| 2024 | 2023 | |
| Net income | $ 91 | $ 159 |
| Interest income | (86) | - |
| Interest expense | 3 | 1 |
| Income tax expense | 58 | 51 |
| Amortization and depreciation | 44 | 51 |
| EBITDA* | 110 | 262 |
| Foreign exchange loss | 7 | 18 |
| Share-based payment expense | 11 | 24 |
| Adjusted EBITDA* | 128 | 304 |
| Corporate overhead | 253 | 244 |
| Pre-Corporate EBITDA* | 381 | 548 |
| *Non-GAAP measures referenced are detailed in the disclosures at the end of this release. |
Changes in net income, EBITDA, Adjusted EBITDA and Pre-Corporate EBITDA for the three months ended March 31, 2024, when compared to the three months ended March 31, 2023, were primarily the result of the following:
| · | Total revenues for the three months ended March<br>31, 2024 decreased by 7.0% due to decreased commissions on bookings in the Company’s core modeling and Aperture divisions; |
|---|---|
| · | Salaries and service costs for the three ended March 31, 2024 increased by<br>3.0% primarily due to personnel hires and payroll changes to better align Wilhelmina staffing with the needs of each office and geographical<br>region; |
| · | Office and general expenses for the three months<br>ended March 31, 2024 decreased by 22.7% primarily due to decreased legal expense, computer expenses, and other office related expenses; |
| · | Amortization and depreciation expense for the<br>three months ended March 31, 2024 decreased by 13.7%, primarily due to reduced depreciation of assets that became fully amortized in 2023;<br>and |
| · | Corporate overhead expenses for the three<br>months ended March 31, 2024 increased by 3.7%, primarily due to increased legal costs. |
| 2 |
| --- |
WILHELMINA INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
| December 31,<br> <br>2023 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 4,734 | $ | 6,117 | ||
| Short term investments | 6,670 | 6,596 | |||
| Accounts receivable, net of allowance for doubtful accounts of 1,777 and 1,901, respectively | 8,585 | 8,505 | |||
| Prepaid expenses and other current assets | 228 | 203 | |||
| Total current assets | 20,217 | 21,421 | |||
| Property and equipment, net of accumulated depreciation of 568 and 534, respectively | 291 | 320 | |||
| Right of use assets-operating | 3,285 | 3,457 | |||
| Right of use assets-finance | 143 | 152 | |||
| Trademarks and trade names with indefinite lives | 8,467 | 8,467 | |||
| Goodwill | 7,547 | 7,547 | |||
| Other assets | 301 | 301 | |||
| TOTAL ASSETS | 40,251 | $ | 41,665 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable and accrued liabilities | 3,722 | $ | 3,941 | ||
| Due to models | 6,528 | 7,645 | |||
| Lease liabilities – operating, current | 727 | 712 | |||
| Lease liabilities – finance, current | 33 | 32 | |||
| Total current liabilities | 11,010 | 12,330 | |||
| Long term liabilities: | |||||
| Deferred income tax, net | 1,261 | 1,215 | |||
| Lease liabilities – operating, non-current | 2,898 | 3,102 | |||
| Lease liabilities – finance, non-current | 114 | 122 | |||
| Total long term liabilities | 4,273 | 4,439 | |||
| Total liabilities | 15,283 | 16,769 | |||
| Shareholders’ equity: | |||||
| Common stock, 0.01 par value, 9,000,000 shares authorized; 6,472,038 shares issued at March 31, 2024 and December 31, 2023 | 65 | 65 | |||
| Treasury stock, 1,314,694 shares at March 31, 2024 and December 31, 2023, at cost | (6,371 | ) | (6,371 | ) | |
| Additional paid-in capital | 88,865 | 88,854 | |||
| Accumulated deficit | (57,185 | ) | (57,276 | ) | |
| Accumulated other comprehensive loss | (406 | ) | (376 | ) | |
| Total shareholders’ equity | 24,968 | 24,896 | |||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 40,251 | $ | 41,665 |
All values are in US Dollars.
| 3 |
| --- |
WILHELMINA INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSAND COMPREHENSIVE INCOME
For the Three Months Ended March 31, 2024 and2023
(In thousands, except per share data)
(Unaudited)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31, | ||||||
| 2024 | 2023 | |||||
| Revenues: | ||||||
| Service revenues | $ | 4,163 | $ | 4,476 | ||
| License fees and other income | 8 | 8 | ||||
| Total revenues | 4,171 | 4,484 | ||||
| Operating expenses: | ||||||
| Salaries and service costs | 2,966 | 2,880 | ||||
| Office and general expenses | 835 | 1,080 | ||||
| Amortization and depreciation | 44 | 51 | ||||
| Corporate overhead | 253 | 244 | ||||
| Total operating expenses | 4,098 | 4,255 | ||||
| Operating income | 73 | 229 | ||||
| Other expense (income): | ||||||
| Foreign exchange loss | 7 | 18 | ||||
| Interest income | (86 | ) | – | |||
| Interest expense | 3 | 1 | ||||
| Total other (income) expense | (76 | ) | 19 | |||
| Income before provision for income taxes | 149 | 210 | ||||
| Provision for income taxes: | ||||||
| Current | (12 | ) | (56 | ) | ||
| Deferred | (46 | ) | 5 | |||
| Provision for income taxes, net | (58 | ) | (51 | ) | ||
| Net income | 91 | 159 | ||||
| Other comprehensive loss: | ||||||
| Foreign currency translation adjustment | (30 | ) | 86 | |||
| Total comprehensive income | $ | 61 | $ | 245 | ||
| Basic net income per common share | $ | 0.02 | $ | 0.03 | ||
| Diluted net income per common share | $ | 0.02 | $ | 0.03 | ||
| Weighted average common shares outstanding-basic | 5,157 | 5,157 | ||||
| Weighted average common shares outstanding-diluted | 5,157 | 5,157 |
| 4 |
| --- |
WILHELMINA INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’EQUITY
For the Three Months Ended March 31, 2024 and2023
(In thousands)
(Unaudited)
| Common<br> <br>Shares | Stock<br> <br>Amount | Treasury<br> <br>Shares | Stock<br> <br>Amount | Additional<br> <br>Paid-in<br> <br>Capital | Accumulated<br> <br>Deficit | Accumulated<br> Other Comprehensive Income (Loss) | Total | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balances at December 31, 2022 | 6,472 | $ | 65 | (1,315 | ) | $ | (6,371 | ) | $ | 88,770 | $ | (57,709 | ) | $ | (544 | ) | $ | 24,211 | |||
| Share based payment expense | – | – | – | – | 24 | – | – | 24 | |||||||||||||
| Net income to common shareholders | – | – | – | – | – | 159 | – | 159 | |||||||||||||
| Foreign currency translation | – | – | – | – | – | – | 86 | 86 | |||||||||||||
| Balances at March 31, 2023 | 6,472 | $ | 65 | (1,315 | ) | $ | (6,371 | ) | $ | 88,794 | $ | (57,550 | ) | $ | (458 | ) | $ | 24,480 | |||
| Common<br> <br>Shares | Stock<br> <br>Amount | Treasury<br> <br>Shares | Stock<br> <br>Amount | Additional<br> <br>Paid-in<br> <br>Capital | Accumulated<br> <br>Deficit | Accumulated<br> Other Comprehensive Income (Loss) | Total | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balances at December 31, 2023 | 6,472 | $ | 65 | (1,315 | ) | $ | (6,371 | ) | $ | 88,854 | $ | (57,276 | ) | $ | (376 | ) | $ | 24,896 | |||
| Share based payment expense | – | – | – | – | 11 | – | – | 11 | |||||||||||||
| Net income to common shareholders | – | – | – | – | – | 91 | – | 91 | |||||||||||||
| Foreign currency translation | – | – | – | – | – | – | (30 | ) | (30 | ) | |||||||||||
| Balances at March 31, 2024 | 6,472 | $ | 65 | (1,315 | ) | $ | (6,371 | ) | $ | 88,865 | $ | (57,185 | ) | $ | (406 | ) | $ | 24,968 |
| 5 |
| --- |
WILHELMINA INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
For the Three Months Ended March 31, 2024 and2023
(In thousands)
(Unaudited)
| Three Months Ended<br> <br>March 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Cash flows from operating activities: | ||||||
| Net income | $ | 91 | $ | 159 | ||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||
| Amortization and depreciation | 44 | 51 | ||||
| Share based payment expense | 11 | 24 | ||||
| Loss on foreign exchange rates | 7 | 15 | ||||
| Deferred income taxes | 46 | (5 | ) | |||
| Bad debt expense | 29 | 45 | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (191 | ) | (312 | ) | ||
| Prepaid expenses and other current assets | (25 | ) | (117 | ) | ||
| Right of use assets-operating | 172 | 205 | ||||
| Other assets | – | 15 | ||||
| Due to models | (1,116 | ) | (621 | ) | ||
| Lease liabilities - operating | (190 | ) | (91 | ) | ||
| Lease liabilities - finance | 25 | – | ||||
| Contract liabilities | – | (270 | ) | |||
| Accounts payable and accrued liabilities | (219 | ) | (233 | ) | ||
| Net cash (used in) operating activities | (1,316 | ) | (1,135 | ) | ||
| Cash flows from investing activities: | ||||||
| Purchases of property and equipment | (6 | ) | (73 | ) | ||
| Purchases of short term investments | (6,149 | ) | – | |||
| Maturities of short term investments | 6,150 | – | ||||
| Net cash used in investing activities | (5 | ) | (73 | ) | ||
| Cash flows from financing activities: | ||||||
| Payments on finance leases | (32 | ) | (15 | ) | ||
| Net cash used in financing activities | (32 | ) | (15 | ) | ||
| Foreign currency effect on cash flows: | (30 | ) | 86 | |||
| Net change in cash and cash equivalents: | (1,383 | ) | (1,137 | ) | ||
| Cash and cash equivalents, beginning of period | 6,117 | 11,998 | ||||
| Cash and cash equivalents, end of period | $ | 4,734 | $ | 10,861 | ||
| Supplemental disclosures of cash flow information: | ||||||
| Cash paid for income taxes | $ | 7 | $ | – |
| 6 |
| --- |
Non-GAAP Financial Measures
Gross Billings, EBITDA, Adjusted EBITDA and Pre-Corporate EBITDA represent measures of financial performance that are not calculated and presented in accordance with U.S. generally accepted accounting principles (“non-GAAP financial measures”). The Company considers Gross Billings, EBITDA, Adjusted EBITDA and Pre-Corporate EBITDA to be important measures of performance because they:
| · | are<br>key operating metrics of the Company's business; |
|---|---|
| · | are<br>used by management in its planning and budgeting processes and to monitor and evaluate its financial and operating results; and |
| · | provide<br>stockholders and potential investors with a means to evaluate the Company's financial and operating results against other companies within<br>the Company's industry. |
The Company's calculation of non-GAAP financial measures may not be consistent with similar calculations by other companies in the Company's industry. The Company calculates Gross Billings as the gross amounts billed to customers on behalf of its models and talent for services performed. The Company calculates EBITDA as net income plus interest expense, income tax expense, and depreciation and amortization expense. The Company calculates “Adjusted EBITDA” as EBITDA plus foreign exchange gain/loss, share-based payment expense and certain significant non-recurring items that the Company may include from time to time. There were no such non-recurring items during the three months ended March 31, 2024 and 2023. The Company calculates “Pre-Corporate EBITDA” as Adjusted EBITDA plus corporate overhead expense, which includes director compensation, securities laws compliance costs, audit and professional fees, and other public company costs.
Non-GAAP financial measures should not be considered as alternatives to net and operating income as an indicator of the Company's operating performance or cash flows from operating activities as a measure of liquidity or any other measure of performance derived in accordance with generally accepted accounting principles.
Form 10-Q Filing
Additional information concerning the Company's results of operations and financial position is included in the Company's Form 10-Q for the first quarter ended March 31, 2024 filed with the Securities and Exchange Commission on May 15, 2024.
Forward-Looking Statements
This press release containscertain “forward-looking” statements as such term is defined in the Private Securities Litigation Reform Act of 1995. Suchforward-looking statements relating to the Company are based on the beliefs of the Company’s management as well as information currentlyavailable to the Company’s management. When used in this report, the words “anticipate,” “believe,”“estimate,” “expect” and “intend” and words or phrases of similar import, as they relate to the Companyor Company management, are intended to identify forward-looking statements. Such forward-looking statements include, in particular,projections about the Company’s future results, statements about its plans, strategies, business prospects, changes and trends inits business and the markets in which it operates. Additionally, statements concerning future matters such as gross billing levels, revenuelevels, expense levels, and other statements regarding matters that are not historical are forward-looking statements. Management cautionsthat these forward-looking statements relate to future events or the Company’s future financial performance and are subject to business,economic, and other risks and uncertainties, both known and unknown, that may cause actual results, levels of activity, performance, orachievements of its business or its industry to be materially different from those expressed or implied by any forward-looking statements.Should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual resultsmay vary materially from those described herein as anticipated, believed, estimated, expected or intended. The Company does not undertakeany obligation to publicly update these forward-looking statements. As a result, no person should place undue reliance on these forward-lookingstatements.
| 7 |
| --- |
About Wilhelmina International, Inc. (www.wilhelmina.com):
Wilhelmina, together with its subsidiaries, is an international full-service fashion model and talent management service, specializing in the representation and management of leading models, celebrities, artists, photographers, athletes, and content creators. Established in 1967 by fashion model Wilhelmina Cooper, Wilhelmina is one of the oldest and largest fashion model management companies in the world. Wilhelmina is publicly traded on the Nasdaq Capital Market under the symbol WHLM. Wilhelmina is headquartered in New York and, since its founding, has grown to include operations in Los Angeles, Miami and London. Wilhelmina also owns Aperture, a talent and commercial agency located in New York and Los Angeles. For more information, please visit www.wilhelmina.com and follow @WilhelminaModels.
| CONTACT: | Investor Relations |
|---|---|
| Wilhelmina International, Inc. | |
| 214-661-7488 | |
| ir@wilhelmina.com |
| 8 |
| --- |