Form 8-K
0001013706 False 0001013706 2022-03-16 2022-03-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

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):  March 16, 2022

_______________________________

WILHELMINA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware001-3658974-2781950
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

5420 Lyndon B Johnson Freeway, Box #25

Dallas, Texas 75240

(Address of Principal Executive Offices) (Zip Code)

(214) 661-7488

(Registrant's telephone number, including area code)

N/A

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

_______________________________

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueWHLMNasdaq Capital Market

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. ☐

 
 
Item 2.02. Results of Operations and Financial Condition.

On March 16, 2022, Wilhelmina International, Inc. issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2021. 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
      
99.1 Press release dated March 16, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

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 hereunto duly authorized.

 WILHELMINA INTERNATIONAL, INC.
   
  
Date: March 16, 2022By: /s/ James A. McCarthy        
  James A. McCarthy
  Chief Financial Officer
  

 

EXHIBIT 99.1

Wilhelmina International, Inc. Announces Fourth Quarter and Full Year 2021 Results

Annual Financial Highlights

 
(in thousands)
Q4 21

Q4 20
YOY
Change
Year Ended
2021
Year Ended
2020
YOY
Change
Total Revenues15,218$11,97827.0%$56,813$41,603 36.6%
Operating Income (Loss)149 696(78.6%) 2,158 (3,969)154.4%
Income (Loss) Before Provision for Taxes151 632(76.1%) 5,341 (4,039)232.2%
Net Income (Loss) 23 397(94.2%) 4,518 (4,941)191.4%
EBITDA* 268 1,010(73.5%) 6,247 (2,704)331.0%
Adjusted EBITDA*894 1,062(15.8%) 3,649 (1,904)291.6%
Pre-Corporate EBITDA*1,148 1,258(8.7%) 4,546 (1,016)547.4%

*Non-GAAP measures referenced are detailed in the disclosures at the end of this release.

DALLAS, March 16, 2022 (GLOBE NEWSWIRE) -- Wilhelmina International, Inc. (Nasdaq: WHLM) ("Wilhelmina" or the "Company") today reported revenues of $15.2 million and net income of $23 thousand for the three months ended December 31, 2021, compared to revenues of $12.0 million and net income of $0.4 million for the three months ended December 31, 2020. For the fiscal year ended December 31, 2021, Wilhelmina reported revenues of $56.8 million and net income of $4.5 million compared to revenue of $41.6 million and net loss of $4.9 million for the fiscal year ended December 31, 2020. During the three months and fiscal years of 2021 and 2020, the novel coronavirus (COVID-19) pandemic had a material impact on revenues. In recent quarters, the Company’s revenue has trended positively as the cities where it operates are reopening and COVID-19 vaccination rates increase.

Financial Results

Net income for the three months ended December 31, 2021 was $23 thousand, or $0.00 per fully diluted share, compared to net income of $0.4 million, or $0.08 per fully diluted share, for the three months ended December 31, 2020. Net income for the fiscal year ended December 31, 2021 was $4.5 million, or $0.88 per fully diluted share, compared to net loss of $4.9 million, or $0.96 per fully diluted share, for the fiscal year ended December 31, 2020.

EBITDA was $0.3 million and $6.2 million for the three months and fiscal year ended December 31, 2021, compared to $1.0 million and ($2.7) million for the three months and fiscal year ended December 31, 2020. Adjusted EBITDA was $0.9 million and $3.6 million for the three months and fiscal year ended December 31, 2021, compared to $1.1 million and ($1.9) million for the three months and fiscal year ended December 31, 2020. Pre-Corporate EBITDA was $1.1 million and $4.5 million for the three months and fiscal year ended December 31, 2021, compared to $1.3 million and ($1.0) million for the three months and fiscal year ended December 31, 2020.  

The following table reconciles reported net income under generally accepted accounting principles to EBITDA, Adjusted EBITDA and Pre-Corporate EBITDA for the fourth quarter and year ended December 31, 2021 and 2020.

(in thousands) Three months ended
December 31,
 Year ended
December 31,
 
  2021  2020 2021 2020 
Net income (loss)$23 $397$4,518 (4,941)
Interest expense 2  15 51 86 
Income tax expense 128  235 823 902 
Amortization and depreciation 115  363 855 1,249 
EBITDA* 268 $1,010 6,247 (2,704)
Foreign exchange loss (4) 49 80 (16)
Non-recurring items** 575  - (2,739)800 
Share-based payment expense 55  3 61 16 
Adjusted EBITDA* 894 $1,062 3,649 (1,904)
Corporate overhead 254  196 897 888 
Pre-Corporate EBITDA* 1,148 $1,258 4,546 (1,016)
*  Non-GAAP measures referenced are detailed in the disclosures at the end of this release.
** Non-recurring items include cybersecurity incident expenses for the three months ended December 31, 2021 and gain on forgiveness of loans, employee retention payroll tax credit, and cybersecurity incident expenses during the year ended December 31, 2021 and goodwill impairment during the 12 months ended December 31, 2020

Changes in net income, EBITDA, Adjusted EBITDA and Pre-Corporate EBITDA for the three months and fiscal year ended December 31, 2021, when compared to the three months and fiscal year ended December 31, 2020, were primarily the result of the following:

Cybersecurity Incident Expenses

In November 2021, the Company determined that it had recently been the victim of criminal fraud known to law enforcement authorities as “business e-mail compromise fraud” which involved employee e-mail impersonation and fraudulent payment requests targeting the finance department of a division of the Company. The Company recorded a charge of $0.6 million in the fourth quarter of 2021 for unrecovered unauthorized payments and professional service fees associated with the fraud. The Company is continuing to pursue the recovery of the remaining unauthorized payments and is cooperating with U.S. federal law enforcement authorities who are actively pursuing an investigation.


WILHELMINA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(In thousands, except share data) 

      
  2021   2020 
ASSETS     
Current assets:     
Cash and cash equivalents $10,251   $5,556 
Accounts receivable, net of allowance for doubtful accounts of $1,580 and $1,635, respectively  8,858    7,146 
Prepaid expenses and other current assets  91    105 
Total current assets  19,200    12,807 
        
Property and equipment, net of accumulated depreciation of $4,094 and $5,451, respectively  168    928 
Right of use assets-operating  1,745    585 
Right of use assets-finance  199    218 
Trademarks and trade names with indefinite lives  8,467    8,467 
Goodwill  7,547    7,547 
Other assets  98    93 
        
TOTAL ASSETS $37,424   $30,645 
        
LIABILITIES AND SHAREHOLDERS’ EQUITY       
Current liabilities:       
Accounts payable and accrued liabilities $3,707   $2,867 
Due to models  8,090    6,265 
Deferred revenue  535    - 
Lease liabilities – operating, current  463    435 
Lease liabilities – finance, current  64    77 
Term loans - current  -    414 
Total current liabilities  12,859    10,058 
        
Long term liabilities:       
Deferred income tax, net  2,048    1,449 
Lease liabilities – operating, non-current  1,361    180 
Lease liabilities – finance, non-current  143    149 
Term loan - non-current  -    2,303 
Total long-term liabilities  3,552    4,081 
        
Total liabilities  16,411    14,139 
        
Shareholders’ equity:       
Common stock, $0.01 par value, 9,000,000 shares authorized; 6,472,038 shares       
issued at December 31, 2021 and December 31, 2020  65    65 
Treasury stock, 1,314,694 shares at December 31, 2021 and December 31, 2020, at cost  (6,371)   (6,371)
Additional paid-in capital  88,580    88,487 
Accumulated deficit  (61,238)   (65,756)
Accumulated other comprehensive income  (23)   81 
Total shareholders’ equity  21,013    16,506 
        
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $37,424   $30,645 
        
        


WILHELMINA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Years Ended December 31, 2021 and 2020
 (In thousands, except per share data)

  Three Months Ended Year Ended
  December 31, December 31,
  2021  2020  2021  2020 
Revenues:        
Service revenues $15,211  $11,973  $56,780  $41,577 
License fees  7   5   33   26 
Total revenues  15,218   11,978   56,813   41,603 
             
Model costs  10,924   8,338   40,711   29,885 
             
Revenues, net of model costs  4,294   3,640   16,102   11,718 
             
Operating expenses:            
Salaries and service costs  2,475   1,576   8,644   9,142 
Office and general expenses  726   809   2,973   3,608 
Amortization and depreciation  115   363   855   1,249 
Cybersecurity incident expenses  575   -   575   - 
Goodwill impairment  -   -   -   800 
Corporate overhead  254   196   897   888 
Total operating expenses  4,145   2,944   13,944   15,687 
Operating income (loss)  149   696   2,158   (3,969)
             
Other (income) expense:            
Foreign exchange (gain) loss  (4)  49   80   (16)
Gain on forgiveness of loan  -   -   (1,994)  - 
Employee retention payroll tax credit  -   -   (1,320)  - 
Interest expense  2   15   51   86 
Total other (income) expense, net  (2)  64   (3,183)  70 
             
Income (loss) before provision for income taxes  151   632   5,341   (4,039)
             
Provision for income taxes:            
Current  (66)  (138)  (224)  (178)
Deferred  (62)  (97)  (599)  (724)
Provision for income taxes, net  (128)  (235)  (823)  (902)
             
Net income (loss) $23  $397  $4,518  $(4,941)
             
Other comprehensive income (loss):            
Foreign currency translation adjustment  16   198   (104)  79 
Total comprehensive income (loss)  39   595   4,414   (4,862)
             
Basic net income (loss) per common share $0.00  $0.08  $0.88  $(0.96)
Diluted net income (loss) per common share $0.00  $0.08  $0.88  $(0.96)
             
Weighted average common shares outstanding-basic  5,157   5,157   5,157   5,158 
Weighted average common shares outstanding-diluted  5,157   5,157   5,157   5,158 


WILHELMINA INTERNATIONAL, INC. AND SUBSIDIARIES`

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the Years Ended December 31, 2021 and 2020
(In thousands)

 Common
Shares
 Stock
Amount
 Treasury
Shares
Stock
Amount
Additional
Paid-in
Capital
 Accumulated
Deficit
 Accumulated
Other
Comprehensive
Loss
Total
Balances at December 31, 20196,472 $65 (1,310)$(6,352)$88,471 $(60,815)$2 $21,371 
Share based payment expense-  - -  -  16  -  -  16 
Net loss to common shareholders-  - -  -  -  (4,941) -  (4,941)
Purchases of treasury stock-  - (5) (19) -  -  -  (19)
Foreign currency translation-  - -  -  -  -  79  79 
Balances at December 31, 20206,472 $65 (1,315)$(6,371)$88,487 $(65,756)$81 $16,506 
Share-based payment expense-  - -  -  61  -  -  61 
Net income to common shareholders-  - -  -  -  4,518  -  4,518 
Short swing profit disgorgement-  - -  -  32  -  -  32 
Foreign currency translation-  - -  -  -  -  (104) (104)
Balances at December 31, 20216,472 $65 (1,315)$(6,371)$88,580 $(61,238)$(23)$21,013 



WILHELMINA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOW
For the Years Ended December 31, 2021 and 2020
 (In thousands)
                                                                                              

 Year Ended
 2021  2020 
Cash flows from operating activities:   
Net income (loss):$4,518  $ (4,941)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:     
Amortization and depreciation 855    1,249 
Goodwill impairment -    800 
Share based payment expense 61    16 
Gain on forgiveness of loan (1,994)   - 
Loss (gain) on foreign exchange rates 80    (16)
Deferred income taxes 599    724 
Bad debt expense 168    173 
Changes in operating assets and liabilities:     
Accounts receivable (1,961)   2,144 
Prepaid expenses and other current assets 16    138 
Right of use assets-operating 375    676 
Other assets (6)   22 
Due to models 1,753    (1,230)
Deferred revenue 535    - 
Lease liabilities-operating (326)   (768)
Accounts payable and accrued liabilities 863    (954)
Net cash provided by (used in) operating activities 5,536    (1,967)
      
Cash flows from investing activities:     
Purchases of property and equipment (19)   (154)
Net cash used in investing activities (19)   (154)
      
Cash flows from financing activities:     
Purchases of treasury stock -    (19)
Shareholder short swing profit disgorgement 32    - 
Proceeds of term loan -    1,975 
Payments on finance leases (76)   (93)
Repayment of term loan (743)   (1,258)
Net cash (used in) provided by financing activities (787)   605 
      
Effect of exchange rate changes on cash: (35)   79 
      
Net change in cash and cash equivalents: 4,695    (1,437)
Cash and cash equivalents, beginning of year 5,556    6,993 
Cash and cash equivalents, end of year$10,251  $ 5,556 
      
Supplemental disclosures of cash flow information:     
Cash paid for interest$23  $ 77 
Cash paid for income taxes$96  $ 233 
      
Noncash investing and financing activities     
Gain on forgiveness of loan$1,994   $- 
        

Non-GAAP Financial Measures

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 EBITDA, Adjusted EBITDA and Pre-Corporate EBITDA to be important measures of performance because they:

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 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 plus share-based payment expense and certain significant non-recurring items that the Company may include from time to time. For 2020, these non-recurring items represented goodwill impairments. For 2021, these non-recurring items represented cybersecurity incident expenses, gain on forgiveness of PPP loans and employee retention payroll tax credit. 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-K Filing

Additional information concerning the Company's results of operations and financial position is included in the Company's Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission on March 16, 2022.

Forward-Looking Statements

This press release contains certain “forward-looking” statements as such term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relating to the Company are based on the beliefs of the Company’s management as well as information currently available 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 Company or 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 in its business and the markets in which it operates. Additionally, statements concerning future matters such as gross billing levels, revenue levels, expense levels, and other statements regarding matters that are not historical are forward-looking statements. Management cautions that 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, or achievements 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 results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. The Company does not undertake any obligation to publicly update these forward-looking statements. As a result, no person should place undue reliance on these forward-looking statements.

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
 [email protected]