8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 11, 2022

_______________________________

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 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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	WHLM	Nasdaq 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 May 11, 2022, Wilhelmina International, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2022. 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 May 11, 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: May 11, 2022	By:	/s/ James A. McCarthy
		James A. McCarthy
		Chief Financial Officer

EX-99.1

EXHIBIT 99.1

Wilhelmina International, Inc. Reports Results for First Quarter 2022

First Quarter Financial Results

(in thousands)	Q1 2022		Q1 2021		YOY Change
Total Revenues	$	16,645	$	11,976	39.0	%
Operating Income		874		100	*
Income Before Provision for Taxes		865		2,294	(62.3	%)
Net Income		739		2,221	(66.7	%)
EBITDA**		927		2,589	(64.2	%)
Adjusted EBITDA**		988		369	167.8	%
Pre-Corporate EBITDA**		1,242		614	102.3	%
* Not Meaningful **Non-GAAP measures referenced are detailed in the disclosures at the end of this release.

DALLAS, May 11, 2022 (GLOBE NEWSWIRE) -- Wilhelmina International, Inc. (Nasdaq:WHLM) ("Wilhelmina" or the "Company") today reported revenues of $16.6 million and net income of $0.7 million for the three months ended March 31, 2022, compared to revenues of $12.0 million and net income of $2.2 million for the three months ended March 31, 2021. Increased revenues in 2022 were primarily due to increased bookings as the cities where Wilhelmina operates reopened and business activity increased as COVID-19 restrictions were moderated or rescinded. Prior year income was impacted by $1.9 million of gain on forgiveness of PPP loans and $0.4 million of employee retention payroll tax credits during the quarter ended March 31, 2021.

Financial Results

Net income for the three months ended March 31, 2022 was $0.7 million, or $0.14 per fully diluted share, compared to net income of $2.2 million, or $0.43 per fully diluted share, for the three months ended March 31, 2021.

Pre-Corporate EBITDA was $1.2 million for the three months ended March 31, 2022, compared to Pre-Corporate EBITDA of $0.6 million for the three months ended March 31, 2021.  

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, 2022 and 2021.

(in thousands)	Three months ended March 31,
		2022		2021
Net income	$	739	$	2,221
Interest expense		3		29
Income tax expense		126		73
Amortization and depreciation		59		266
EBITDA**	$	927	$	2,589
Foreign exchange loss		6		68
Non-recurring items*		-		(2,291	)
Share-based payment expense		55		3
Adjusted EBITDA**	$	988	$	369
Corporate overhead		254		245
Pre-Corporate EBITDA**	$	1,242	$	614
*Non-recurring items include gain on forgiveness of PPP loan and employee retention payroll tax credit during the three months ended March 31, 2021 **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, 2022, when compared to the three months ended March 31, 2021, were primarily the result of the following:

• Revenues net of model costs for the three months ended March 31, 2022 increased by 36.3% primarily due to increased bookings as the cities where Wilhelmina operates reopened and business activity increased as COVID-19 restrictions were moderated or rescinded;
  
• Salaries and service costs increased by 41.7% for the three months ended March 31, 2022 primarily due to temporary reductions in staff salaries in the prior year, which returned to full salary in July 2021;
  
• Office and general expenses for the three months ended March 31, 2022 decreased by 17.1% primarily due to reduced rent expense, other office related expenses, utilities, computer expenses, and legal expenses;
  
• Amortization and depreciation expense for the three months ended March 31, 2022 decreased by 77.8%, primarily due to reduced depreciation of assets that became fully amortized in 2021;
  
• Non-recurring items included $1.9 million of gain on forgiveness of a Paycheck Protection Program loan and $0.4 million of employee retention credit for the three months ended March 31, 2021;   and
  
• Corporate overhead increased by 3.7%, primarily due to temporary reduction in fees paid to corporate employees and the Company’s directors in the prior year that returned to full fee in July 2021.
  

WILHELMINA INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data)
	(Unaudited)
	March 31, 2022			December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	9,428		$	10,251
Accounts receivable, net of allowance for doubtful accounts of $1,612 and $1,580, respectively		9,555			8,858
Prepaid expenses and other current assets		190			91
Total current assets		19,173			19,200
Property and equipment, net of accumulated depreciation of $4,135 and $4,094, respectively		142			168
Right of use assets-operating		1,627			1,745
Right of use assets-finance		183			199
Trademarks and trade names with indefinite lives		8,467			8,467
Goodwill		7,547			7,547
Other assets		100			98
TOTAL ASSETS	$	37,239		$	37,424
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	3,415		$	3,707
Due to models		8,150			8,090
Deferred revenue		-			535
Lease liabilities – operating, current		471			463
Lease liabilities – finance, current		60			64
Total current liabilities		12,096			12,859
Long term liabilities:
Deferred income tax, net		2,144			2,048
Lease liabilities – operating, non-current		1,235			1,361
Lease liabilities – finance, non-current		131			143
Total long-term liabilities		3,510			3,552
Total liabilities		15,606			16,411
Shareholders’ equity:
Common stock, $0.01 par value, 9,000,000 shares authorized; 6,472,038 shares issued at March 31, 2022 and December 31, 2021		65			65
Treasury stock, 1,314,694 shares at March 31, 2022 and December 31, 2021, at cost		(6,371	)		(6,371	)
Additional paid-in capital		88,635			88,580
Accumulated deficit		(60,499	)		(61,238	)
Accumulated other comprehensive loss		(197	)		(23	)
Total shareholders’ equity		21,633			21,013
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	37,239		$	37,424

WILHELMINA INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Three Months Ended March 31, 2022 and 2021 (In thousands, except per share data) (Unaudited)
	Three Months Ended
	March 31,
	2022			2021
Revenues:
Service revenues	$	16,638		$	11,966
License fees		7			10
Total revenues		16,645			11,976
Model costs		12,097			8,639
Revenues, net of model costs		4,548			3,337
Operating expenses:
Salaries and service costs		2,652			1,871
Office and general expenses		709			855
Amortization and depreciation		59			266
Corporate overhead		254			245
Total operating expenses		3,674			3,237
Operating income		874			100
Other expense (income):
Foreign exchange loss		6			68
Gain on forgiveness of loan		-			(1,865	)
Employee retention payroll tax credit		-			(426	)
Interest expense		3			29
Total other expense (income)		9			(2,194	)
Income before provision for income taxes		865			2,294
Provision for income taxes:
Current		(30	)		(36	)
Deferred		(96	)		(37	)
Provision for income taxes, net		(126	)		(73	)
Net income	$	739		$	2,221
Other comprehensive loss:
Foreign currency translation adjustment		(174	)		(19	)
Total comprehensive income		565			2,202
Basic net income per common share	$	0.14		$	0.43
Diluted net income per common share	$	0.14		$	0.43
Weighted average common shares outstanding-basic		5,157			5,157
Weighted average common shares outstanding-diluted		5,157			5,157

WILHELMINA INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY For the Three Months Ended March 31, 2022 and 2021 (In thousands) (Unaudited)
	Common Shares	Stock Amount		Treasury Shares		Stock Amount			Additional Paid-in Capital		Accumulated Deficit				Accumulated Other Comprehensive Income (Loss)		Total
Balances at December 31, 2020	6,472	$	65	(1,315	)	$	(6,371	)	$	88,487	$	(65,756	)	$	81		$	16,506
Share based payment expense	-		-	-			-			3		-			-			3
Net income to common shareholders	-		-	-			-			-		2,221			-			2,221
Foreign currency translation	-		-	-			-			-		-			(19	)		(19	)
Balances at March 31, 2021	6,472	$	65	(1,315	)	$	(6,371	)	$	88,490	$	(63,535	)	$	62		$	18,711

	Common Shares	Stock Amount		Treasury Shares		Stock Amount			Additional Paid-in Capital		Accumulated Deficit				Accumulated Other Comprehensive Income (Loss)		Total
Balances at December 31, 2021	6,472	$	65	(1,315	)	$	(6,371	)	$	88,580	$	(61,238	)	$	(23	)	$	21,013
Share based payment expense	-		-	-			-			55		-			-			55
Net income to common shareholders	-		-	-			-			-		739			-			739
Foreign currency translation	-		-	-			-			-		-			(174	)		(174	)
Balances at March 31, 2022	6,472	$	65	(1,315	)	$	(6,371	)	$	88,635	$	(60,499	)	$	(197	)	$	21,633

WILHELMINA INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW For the Three Months Ended March 31, 2022 and 2021 (In thousands) (Unaudited)
	Three Months Ended March 31,
	2022			2021
Cash flows from operating activities:
Net income:	$	739		$	2,221
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Amortization and depreciation		59			266
Share based payment expense		55			3
Gain on forgiveness of loan		-			(1,865	)
Foreign exchange loss		6			68
Employee retention payroll tax credit		-			(365	)
Deferred income taxes		96			37
Bad debt expense		43			36
Changes in operating assets and liabilities:
Accounts receivable		(829	)		(948	)
Prepaid expenses and other current assets		(103	)		(78	)
Right of use assets-operating		119			-
Other assets		(3	)		-
Due to models		94			710
Lease liabilities-operating		(119	)		(19	)
Deferred revenue		(535	)		-
Accounts payable and accrued liabilities		(300	)		208
Net cash (used in) provided by operating activities		(678	)		274
Cash flows from investing activities:
Purchases of property and equipment		(15	)		(4	)
Net cash used in investing activities		(15	)		(4	)
Cash flows from financing activities:
Payments on finance leases		(17	)		(24	)
Repayment of term loan		-			(46	)
Net cash used in financing activities		(17	)		(70	)
Foreign currency effect on cash flows:		(113	)		(19	)
Net change in cash and cash equivalents:		(823	)		181
Cash and cash equivalents, beginning of period		10,251			5,556
Cash and cash equivalents, end of period	$	9,428		$	5,737
Supplemental disclosures of cash flow information:
Cash paid for interest	$	-		$	9
Noncash investing and financing activities
Gain on forgiveness of loan	$	-		$	1,865

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:

• are key operating metrics of the Company's business;
• are used by management in its planning and budgeting processes and to monitor and evaluate its financial and operating results; and
• provide stockholders and potential investors with a means to evaluate the Company's financial and operating results against other companies within 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 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. For 2021, these non-recurring items represented gain on forgiveness of a PPP loan 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-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, 2022 filed with the Securities and Exchange Commission on May 11, 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’s operations are 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

XML

Cover	May 11, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 11, 2022
Entity File Number	001-36589
Entity Registrant Name	WILHELMINA INTERNATIONAL, INC.
Entity Central Index Key	0001013706
Entity Tax Identification Number	74-2781950
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	5420 Lyndon B Johnson Freeway, Box #25
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75240
City Area Code	214
Local Phone Number	661-7488
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	WHLM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false