美國
證券交易委員會
華盛頓特區 20549
表格
(標記一個)
| 根據1934年證券交易法第13或15(d)條款的季度報告。 | |
| 截至2024年6月30日季度結束 | |
| 或 | |
| 根據1934年證券交易法第13或15(d)條款的過渡報告 | |
| 過渡期從________到________ |
委員會檔案編號
| （依憑章程所載的完整登記名稱） |
| (成立地或組織其他管轄區) | （聯邦稅號） |
| (總部辦公地址) | (郵遞區號) |
| ( |
| (註冊人電話號碼，包括區號) |
| 不適用 |
| (如與上次報告不同，列明前名稱、前地址及前財政年度) |
根據《證券法》第12(b)條註冊的證券：
| 每種類別的名稱 | 交易標的（s） | 每個註冊交易所的名稱 |
請以勾選方式指示登記人：(1) 在過去12個月內（或登記人被要求提交此類報告的較短期間）是否已提交根據1934年證券交易法第13或15(d)節所要求的所有報告，和 (2) 在過去90天內是否受到此類提交要求。 ☒
請勾選是否註冊者在過去12個月內（或註冊者被要求提交這些檔案的較短期間內）
已電子提交所有根據規則405的S-T條例（本章節第232.405條）要求提交的互動數據檔案。☒
請用勾選表示登記人是大型加速遞交者、加速遞交者、非加速遞交者、較小的報告公司，或是新興成長公司。參見《交易所法》第120億2條中有關「大型加速遞交者」、「加速遞交者」、「較小報告公司」和「新興成長公司」的定義。
| 大型加速製表者 ☐ | 加速披露人☐ | |
| 小型報告公司 | ||
| 新興成長型公司 |
如果是成長中的企業，請打勾表示登記申請者選擇不使用延長過渡期來符合根據《交易法》第13(a)條提供的任何新的或修訂的財務會計標準。☐
請用勾號表示，註冊人是否為空殼公司（如《交易所法》第120億2條所定義）。 ☐是
截至2024年11月13日，登記者持有 股流通股。
威爾海默國際公司及其子公司
十進二文件10-Q的季度報告
截至2024年9月30日的三個月及九個月
| 第I部分 | 財務信息 | 3 | |
| 項目1。 | 基本報表 | 3 | |
| 截至2024年9月30日的總體資產負債表（未經審核）和2023年12月31日。 | 3 | ||
| 截至2024年和2023年9月30日的三個月及九個月的簡明合併營運及綜合收益報表（未經審核） | 4 | ||
| 截至2024年和2023年9月30日的三個月及九個月的簡明合併股東權益報表（未經審核） | 5 | ||
| 截至2024年和2023年9月30日的九個月的簡明合併現金流量報表（未經審核） | 6 | ||
| 基本報表註腳（未經審計） | 7 | ||
| 項目2。 | 管理層對財務狀況和業績的討論與分析 | 11 | |
| 項目3。 | 市場風險的定量和定性披露。 | 20 | |
| Item 4. | 內部控制及程序 | 20 | |
| 第二部分 | 其他資訊 | 21 | |
| 項目 1。 | 法律訴訟 | 21 | |
| 項目 1.A。 | 風險因素 | 21 | |
| 項目 2。 | 股票權益的未註冊銷售和資金用途 | 21 | |
| 項目 3。 | 優先證券違約 | 21 | |
| 項目 4. | 礦業安全披露 | 21 | |
| 项目5。 | 其他資訊 | 21 | |
| 第6項。 | 展品 | 22 | |
| 簽名 | 23 | ||
| 2 |
PART I
FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
WILHELMINA INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
| (Unaudited) | ||||||||
September 30, 2024 | December 31, 2023 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Short term investments | ||||||||
| Accounts receivable, net of allowance for doubtful accounts of $ | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net of accumulated depreciation of $ | ||||||||
| Right of use assets-operating | ||||||||
| Right of use assets-finance | ||||||||
| Trademarks and trade names with indefinite lives | ||||||||
| Goodwill | ||||||||
| Other assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Due to models | ||||||||
| Lease liabilities – operating, current | ||||||||
| Lease liabilities – finance, current | ||||||||
| Total current liabilities | ||||||||
| Long term liabilities: | ||||||||
| Deferred income tax, net | ||||||||
| Lease liabilities – operating, non-current | ||||||||
| Lease liabilities – finance, non-current | ||||||||
| Total long term liabilities | ||||||||
| Total liabilities | ||||||||
| Shareholders’ equity: | ||||||||
| Common stock, $ par value, shares authorized; shares issued at September 30, 2024 and December 31, 2023 | ||||||||
| Treasury stock, shares at September 30, 2024 and December 31, 2023, at cost | ( | ) | ( | ) | ||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 3 |
WILHELMINA INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
For the Three and Nine Months Ended September 30, 2024 and 2023
(In thousands, except for share and per share data)
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenues: | ||||||||||||||||
| Service revenues | $ | $ | $ | $ | ||||||||||||
| License fees | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Salaries and service costs | ||||||||||||||||
| Office and general expenses | ||||||||||||||||
| Amortization and depreciation | ||||||||||||||||
| Corporate overhead | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating income | ||||||||||||||||
| Other (income) expense: | ||||||||||||||||
| Foreign exchange loss (gain) | ( | ) | ||||||||||||||
| Interest income | ( | ) | ( | ) | ||||||||||||
| Interest expense | ||||||||||||||||
| Total other (income) expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Income before provision for income taxes | ||||||||||||||||
| Provision for income taxes: | ||||||||||||||||
| Current | ( | ) | ( | ) | ||||||||||||
| Deferred | ( | ) | ( | ) | ( | ) | ||||||||||
| Provision for income taxes, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income | ||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ||||||||||||||
| Total comprehensive income | $ | $ | $ | $ | ||||||||||||
| Basic net income per common share | $ | $ | $ | $ | ||||||||||||
| Diluted net income per common share | $ | $ | $ | $ | ||||||||||||
| Weighted average common shares outstanding-basic | ||||||||||||||||
| Weighted average common shares outstanding-diluted | ||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 4 |
WILHELMINA INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the Three and Nine Months Ended September 30, 2024 and 2023
(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, 2022 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Share based payment expense | – | – | ||||||||||||||||||||||||||||||
| Net income | – | – | ||||||||||||||||||||||||||||||
| Foreign currency translation | – | – | ||||||||||||||||||||||||||||||
| Balances at March 31, 2023 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Share based payment expense | – | – | ||||||||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Foreign currency translation | – | – | ||||||||||||||||||||||||||||||
| Balances at June 30, 2023 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Share based payment expense | – | – | ||||||||||||||||||||||||||||||
| Net income | – | – | ||||||||||||||||||||||||||||||
| Foreign currency translation | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balances at September 30, 2023 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
Common Shares | Stock Amount | Treasury Shares | Stock Amount | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total | |||||||||||||||||||||||||
| Balances at December 31, 2023 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Share based payment expense | – | – | ||||||||||||||||||||||||||||||
| Net income to common shareholders | – | – | ||||||||||||||||||||||||||||||
| Foreign currency translation | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balances at March 31, 2024 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Share based payment expense | – | – | ||||||||||||||||||||||||||||||
| Net income to common shareholders | 21 | – | ||||||||||||||||||||||||||||||
| Foreign currency translation | – | – | ||||||||||||||||||||||||||||||
| Balances at June 30, 2024 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Share based payment expense | – | – | ||||||||||||||||||||||||||||||
| Net income to common shareholders | – | – | ||||||||||||||||||||||||||||||
| Foreign currency translation | – | – | ||||||||||||||||||||||||||||||
| Balances at September 30, 2024 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 5 |
WILHELMINA INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
For the Nine Months Ended September 30, 2024 and 2023
(In thousands)
(Unaudited)
Nine Months Ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Amortization and depreciation | ||||||||
| Share based payment expense | ||||||||
| Loss on foreign exchange rates | ||||||||
| Deferred income taxes | ||||||||
| Bad debt expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Right of use assets-operating | ||||||||
| Other assets | ||||||||
| Due to models | ( | ) | ( | ) | ||||
| Lease liabilities - operating | ( | ) | ( | ) | ||||
| Contract liabilities | ( | ) | ||||||
| Accounts payable and accrued liabilities | ( | ) | ||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Purchases of short term investments | ( | ) | ( | ) | ||||
| Maturities of short term investments | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Payments on finance leases | ( | ) | ( | ) | ||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Foreign currency effect on cash flows: | ||||||||
| Net change in cash and cash equivalents: | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 6 |
WILHELMINA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation
The interim consolidated financial statements included herein have been prepared by Wilhelmina International, Inc. (together with its subsidiaries, "Wilhelmina" or the "Company") without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Although certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to those rules and regulations, all adjustments considered necessary in order to make the consolidated financial statements not misleading have been included. In the opinion of the Company’s management, the accompanying interim unaudited consolidated financial statements reflect all adjustments, of a normal recurring nature, that are necessary for a fair presentation of the Company’s consolidated balance sheets, statements of operations and comprehensive income, statements of shareholders’ equity, and cash flows for the periods presented. These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Results of operations for the interim periods are not necessarily indicative of results that may be expected for any other interim periods or the full fiscal year.
Note 2. Business Activity
The primary business of Wilhelmina is fashion model management. These business operations are headquartered in New York City. The Company’s predecessor was founded in 1967 by Wilhelmina Cooper, a renowned fashion model, and became one of the oldest, best known and largest fashion model management companies in the world. Since its founding, Wilhelmina has grown to include operations located in Los Angeles, Miami, and London, as well as a network of licensees. Wilhelmina provides traditional, full-service fashion model and talent management services, specializing in the representation and management of models, entertainers, athletes and other talent, to various clients, including retailers, designers, advertising agencies, print and electronic media, and catalog companies.
Note 3. Foreign Currency Translation
The functional currency of our subsidiary in the United Kingdom is the British Pound. Assets and liabilities are translated into U.S. dollars at the exchange rates in effect at each balance sheet date. Results of operations are translated using the weighted average exchange rates during reporting periods. Related translation adjustments are accumulated in a separate component of shareholders’ equity and transaction gains and losses are recognized in the consolidated statements of operations and comprehensive income when realized.
| 7 |
Note 4. Commitments and Contingencies
On October 24, 2013, a putative class action lawsuit was brought against the Company by former Wilhelmina model Alex Shanklin and others, including Louisa Raske, Carina Vretman, Grecia Palomares and Michelle Griffin Trotter (the “Shanklin Litigation”), in New York State Supreme Court (New York County) by the same lead counsel who represented plaintiffs in a prior, now-dismissed action brought by Louisa Raske (the “Raske Litigation”). The claims in the Shanklin Litigation initially included breach of contract and unjust enrichment allegations arising out of matters similar to the Raske Litigation, such as the handling and reporting of funds on behalf of models and the use of model images. Other parties named as defendants in the Shanklin Litigation included other model management companies, advertising firms, and certain advertisers. On January 6, 2014, the Company moved to dismiss the Amended Complaint in the Shanklin Litigation for failure to state a claim upon which relief can be granted and other grounds, and other defendants also filed motions to dismiss. On August 11, 2014, the court denied the motion to dismiss as to Wilhelmina and other of the model management defendants. Separately, on March 3, 2014, the judge assigned to the Shanklin Litigation wrote the Office of the New York Attorney General bringing the case to its attention, generally describing the claims asserted therein against the model management defendants, and stating that the case “may involve matters in the public interest.” The judge’s letter also enclosed a copy of his decision in the Raske Litigation, which dismissed that case.
Plaintiffs retained substitute counsel, who filed a Second and then Third Amended Complaint. Plaintiffs’ Third Amended Complaint asserts causes of action for alleged breaches of the plaintiffs' management contracts with the defendants, conversion, breach of the duty of good faith and fair dealing, and unjust enrichment. The Third Amended Complaint also alleges that the plaintiff models were at all relevant times employees, and not independent contractors, of the model management defendants, and that defendants violated the New York Labor Law in several respects, including, among other things, by allegedly failing to pay the models the minimum wages and overtime pay required thereunder, not maintaining accurate payroll records, and not providing plaintiffs with full explanations of how their wages and deductions therefrom were computed. The Third Amended Complaint seeks certification of the action as a class action, damages in an amount to be determined at trial, plus interest, costs, attorneys’ fees, and such other relief as the court deems proper. On October 6, 2015, Wilhelmina filed a motion to dismiss as to most of the plaintiffs’ claims. The Court entered a decision granting in part and denying in part Wilhelmina’s motion to dismiss on May 26, 2017. The Court (i) dismissed three of the five New York Labor Law causes of action, along with the conversion, breach of the duty of good faith and fair dealing and unjust enrichment causes of action, in their entirety, and (ii) permitted only the breach of contract causes of action, and some plaintiffs’ remaining two New York Labor Law causes of action to continue, within a limited time frame. The plaintiffs and Wilhelmina each appealed, and the decision was affirmed on May 24, 2018. On August 16, 2017, Wilhelmina timely filed its Answer to the Third Amended Complaint.
On June 6, 2016, another putative class action lawsuit was brought against the Company by former Wilhelmina model Shawn Pressley and others, including Roberta Little (the “Pressley Litigation”), in New York State Supreme Court (New York County) by the same counsel representing the plaintiffs in the Shanklin Litigation, and asserting identical, although more recent, claims as those in the Shanklin Litigation. The Amended Complaint, asserting essentially the same types of claims as in the Shanklin action, was filed on August 16, 2017. Wilhelmina filed a motion to dismiss the Amended Complaint on September 29, 2017, which was granted in part and denied in part on May 10, 2018. Some New York Labor Law and contract claims remain in the case. Pressley has withdrawn from the case, leaving Roberta Little as the sole remaining named plaintiff in the Pressley Litigation. On July 12, 2019, the Company filed its Answer and Counterclaim against Little.
On May 1, 2019, the Plaintiffs in the Shanklin Litigation (except Raske) and the Pressley Litigation filed motions for class certification on their contract claims and the remaining New York Labor Law Claims. On July 12, 2019, Wilhelmina filed its opposition to the motions for class certification and filed a cross-motion for summary judgment against Shanklin, Vretman, Palomares, Trotter and Little, and a motion for summary judgment against Raske.
| 8 |
By Order dated May 8, 2020 (the “Class Certification Order”), the Court denied class certification in the Pressley case, denied class certification with respect to the breach of contract and alleged unpaid usage claims, granted class certification as to the New York Labor Law causes of action asserted by Vretman, Palomares and Trotter, and declined to rule on Wilhelmina’s motions for summary judgment, denying them without prejudice to be re-filed at a later date. Currently the parties are engaging in merits discovery.
The Company believes the claims asserted in the Shanklin Litigation and Pressley Litigation are without merit and intends to continue to vigorously defend the actions. Nonetheless, an adverse outcome in either case is at least reasonably possible. However, the Company is presently unable to reasonably estimate the amount or range of possible loss in either case. Therefore, no amount has been accrued as of September 30, 2024 related to these matters.
In addition to the legal proceedings disclosed herein, the Company is also engaged in various legal proceedings that are routine in nature and incidental to its business. None of these routine proceedings, either individually or in the aggregate, are believed likely, in the Company's opinion, to have a material adverse effect on its consolidated financial position or its results of operations.
Note 5. Income Taxes
Generally, the Company’s combined effective tax rate is high relative to reported net income before taxes as a result of the expiration of stock options, tax amortization expense, and income being attributable to certain states in which it operates. In recent years, the majority of taxes paid by the Company were state and foreign taxes, not U.S. federal income taxes. The Company operates in three states which have relatively high corporate tax rates: California, New York, and Florida. Realization of net operating loss carryforwards, foreign tax credits, and other deferred tax temporary differences are contingent upon future taxable earnings. The Company’s deferred tax assets are reviewed for expected utilization by assessing the available positive and negative factors surrounding recoverability, including projected future taxable income, reversal of existing taxable temporary differences, tax-planning strategies, and results of recent operations. A valuation allowance is recorded when it is more likely than not that a deferred tax asset will not be realized. The Company will continue to assess the evidence used to determine the need for a valuation allowance if warranted by changes in estimated future income and other factors.
As of September 30, 2024, the Company had
Note 6. Treasury Shares
During 2012, the Board of Directors authorized a stock repurchase program whereby the Company could repurchase up to shares of its outstanding common stock. During 2013, the Board of Directors renewed and extended the Company’s share repurchase authority to enable it to repurchase up to an aggregate of shares of common stock. In 2016, the Board of Directors increased by an additional shares the number of shares of the Company’s common stock that may be repurchased under its stock repurchase program to an aggregate of shares, and on November 8, 2024, an additional 750,000 shares of common stock were newly authorized for repurchase resulting in a total of 2,250,000 total shares authorized under the plan with approximately 935,000 shares of common stock remaining for repurchase. The shares may be repurchased from time to time in the open market or through privately negotiated transactions at prices the Company deems appropriate. The program does not obligate the Company to acquire any particular amount of common stock and may be modified or suspended at any time at the Company’s discretion.
From 2012 through September
30, 2024, the Company had repurchased shares of common stock at an average price of approximately $ per share, for a total
of approximately $
| 9 |
Note 7. Related Parties
The Executive Chairman of the Company, Mark E. Schwarz, is also the chairman, chief executive officer and portfolio manager of Newcastle Capital Management, L.P. (“NCM”). NCM is the general partner of Newcastle Partners L.P. (“Newcastle”), which is the largest shareholder of the Company.
The Company’s corporate
headquarters are located at the offices of NCM. The Company utilizes NCM facilities on a month-to-month basis at $2.5 thousand per month,
pursuant to a services agreement entered into between the parties. The Company incurred expenses pursuant to the services agreement totaling
$
Note 8. Fair Value Measurements
A three-level valuation hierarchy, based upon observable and unobservable inputs, is used for fair value measurements. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions based on the best evidence available. These two types of inputs create the following fair value hierarchy:
| · | Level 1 – Quoted prices for identical instruments in active markets | |
| · | Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations whose significant inputs are observable | |
| · | Level 3 – Instruments with model-derived valuations whose significant inputs are unobservable |
Cash and cash equivalents include cash on hand, cash in banks, and short-term, highly liquid investments with maturities of three months or less. Short-term investments with maturities of over three and up to twelve months are recorded in Short-term investments on the Condensed Consolidated Balance Sheets.
The following table presents the fair value of the Company’s cash and cash equivalents and short-term investments and their corresponding level within the fair value hierarchy:
| September 30, 2024 | December 31, 2023 | |||||||||||
| Level | Amount | Level | Amount | |||||||||
| Cash and cash equivalents | ||||||||||||
| Cash | $ | $ | ||||||||||
| Money market funds | 1 | 1 | ||||||||||
| Total | $ | $ | ||||||||||
| Short-term investments | ||||||||||||
| United States Treasury securities | 1 | $ | 1 | $ | ||||||||
| Total | ||||||||||||
| Total cash and cash equivalents and short-term investments | $ | $ | ||||||||||
As of September 30, 2024 and December 31, 2023, the fair value of cash equivalents and short-term investments approximated their cost.
| 10 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following is a discussion of the interim unaudited consolidated financial condition and results of operations for the Company and its subsidiaries for the three and nine months ended September 30, 2024 and 2023. It should be read in conjunction with the financial statements of the Company, the notes thereto and other financial information included elsewhere in this report, and the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains certain “forward-looking” statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. Such forward looking statements relating to the Company and its subsidiaries 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 statements reflect the current risks, uncertainties and assumptions related to certain factors including, without limitation, competitive factors, general economic conditions, the interest rate environment, governmental regulation and supervision, seasonality, changes in industry practices, one-time events and other factors described herein and in other filings made by the Company with the SEC. 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, you should not place undue reliance on these forward-looking statements.
OVERVIEW
The primary business of Wilhelmina is fashion model management. These business operations are headquartered in New York City. The Company’s predecessor was founded in 1967 by Wilhelmina Cooper, a renowned fashion model, and became one of the oldest, best known and largest fashion model management companies in the world. Since its founding, Wilhelmina has grown to include operations located in Los Angeles, Miami, and London, as well as a network of licensees. Wilhelmina provides traditional, full-service fashion model and talent management services, specializing in the representation and management of models, entertainers, athletes and other talent, to various clients, including retailers, designers, advertising agencies, print and electronic media and catalog companies.
Trends and Opportunities
The Company expects that the combination of Wilhelmina’s main operating base in New York City, the industry’s capital, with the depth and breadth of its talent pool and client roster and its diversification across various talent management segments, together with its geographical reach, should make Wilhelmina’s operations more resilient to industry changes and economic swings than those of many of the smaller firms operating in the industry.
With total annual advertising expenditures on major media (newspapers, magazines, television, cinema, outdoor and Internet) estimated to have exceeded $280 billion in recent years, North America is the world’s largest advertising market. For the fashion talent management industry, including Wilhelmina, advertising expenditures on television, Internet, magazines, and outdoor are of particular relevance.
In recent periods, traditional retail clients in the fashion and beauty industry have had increased competition from digital, social, and new media, reducing their budgets for advertising and model talent. Wilhelmina reviews the mix of talent and resources available to best operate in this changing environment.
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Although Wilhelmina has a large and diverse client base, it is not immune to global economic conditions. The Company closely monitors economic conditions, client spending, and other industry factors and continually evaluates opportunities to increase its market share and further expand its geographic reach. There can be no assurance as to the effects on Wilhelmina of current or future economic circumstances, client spending patterns, client creditworthiness and other developments and whether, or to what extent, Wilhelmina’s efforts to respond to them will be effective.
Strategy
Management’s long-term strategy is to increase value to shareholders through the following initiatives:
| · | increase Wilhelmina’s brand awareness among advertisers and potential talent; | |
| · | expand the women’s high end fashion board; | |
| · | expand the Aperture division’s representation in commercials, film, and television; | |
| · | expand celebrity and social media influencer representation; | |
| · | expand the Wilhelmina network through strategic geographic market development; and | |
| · | promote model search contests and events and partner on media projects (television, film, books, etc.). |
The Company makes use of digital technology to effectively connect with clients and talent, utilizing video conferencing and other digital tools to best position our team to identify opportunities to grow the careers of the talent we represent and expand our business. The Company has made significant investments in technology, infrastructure, and personnel, to support our clients and talent.
Key Financial Indicators
In addition to net income, the key financial indicators that the Company reviews to monitor its business are revenues, operating expenses, and cash flows.
The Company analyzes revenue by reviewing the mix of revenues generated by the different “boards,” each a specific division of the fashion model management operations which specializes by the type of model it represents, by geographic locations and from significant clients. Within its fashion model management business, Wilhelmina’s primary source of service revenue is from model fees and service charges paid by the client for bookings directly negotiated by the Company. The Company also receives commissions paid on bookings by third-party agencies. See “Critical Accounting Policies - Revenue Recognition.”
Wilhelmina provides professional services. Therefore, salary and service costs represent the largest part of the Company’s operating expenses. Salary and service costs are comprised of payroll and related costs and travel, meals and entertainment (“T&E”) to deliver the Company’s services and to enable new business development activities.
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Analysis of Consolidated Statements of Operations and Service Revenues
| (in thousands) | ||||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||
| Sep 30 | Sep 30 | % Change | Sep 30 | Sep 30 | % Change | |||||||||||||||||||
| 2024 | 2023 | 2024 vs 2023 | 2024 | 2023 | 2024 vs 2023 | |||||||||||||||||||
| Service revenues | 4,562 | 4,465 | 2.2% | 13,309 | 13,427 | (0.9% | ) | |||||||||||||||||
| License fees and other income | 7 | 7 | – | 22 | 22 | – | ||||||||||||||||||
| TOTAL REVENUES | 4,569 | 4,472 | 2.2% | 13,331 | 13,449 | (0.9% | ) | |||||||||||||||||
| Salaries and service costs | 3,099 | 2,843 | 9.0% | 9,112 | 8,702 | 4.7% | ||||||||||||||||||
| Office and general expenses | 919 | 859 | 7.0% | 2,624 | 3,002 | (12.6% | ) | |||||||||||||||||
| Amortization and depreciation | 45 | 55 | (18.2% | ) | 133 | 162 | (17.9% | ) | ||||||||||||||||
| Corporate overhead | 171 | 248 | (31.0% | ) | 657 | 738 | (11.0% | ) | ||||||||||||||||
| OPERATING INCOME | 335 | 467 | (28.3% | ) | 805 | 845 | (4.7% | ) | ||||||||||||||||
| OPERATING MARGIN | 7.3% | 10.4% | (29.8% | ) | 6.0% | 6.3% | (3.9% | ) | ||||||||||||||||
| Foreign exchange loss (gain) | 4 | (18 | ) | 122.2% | 18 | 61 | (70.5% | ) | ||||||||||||||||
| Interest income | (90 | ) | – | (100.0% | ) | (263 | ) | – | (100.0% | ) | ||||||||||||||
| Interest expense | 2 | – | 100.0% | 8 | 1 | 700.0% | ||||||||||||||||||
| INCOME BEFORE INCOME TAXES | 419 | 485 | (13.6% | ) | 1,042 | 783 | 33.1% | |||||||||||||||||
| Current income tax expense | (165 | ) | 14 | (1271.4% | ) | (181 | ) | 14 | (1392.9% | ) | ||||||||||||||
| Deferred tax expense | 56 | (140 | ) | 140.0% | (213 | ) | (293 | ) | 27.3% | |||||||||||||||
| Effective tax rate | 25.8% | 26.0% | (0.8% | ) | 37.8% | 35.6% | 6.2% | |||||||||||||||||
| NET INCOME | 310 | 359 | (13.4% | ) | 648 | 504 | 28.6% | |||||||||||||||||
Supplemental Non-GAAP Information
| (in thousands) | ||||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||
| Sep 30 | Sep 30 | % Change | Sep 30 | Sep 30 | % Change | |||||||||||||||||||
| 2024 | 2023 | 2024 vs 2023 | 2024 | 2023 | 2024 vs 2023 | |||||||||||||||||||
| Gross Billings | 18,168 | 16,158 | 12.4% | 50,966 | 51,286 | (0.6% | ) | |||||||||||||||||
| EBITDA | 376 | 540 | (30.4% | ) | 920 | 946 | (2.7% | ) | ||||||||||||||||
| Adjusted EBITDA | 380 | 547 | (30.5% | ) | 949 | 1,081 | (12.2% | ) | ||||||||||||||||
| Pre Corporate EBITDA | 551 | 795 | (30.7% | ) | 1,606 | 1,819 | (11.7% | ) | ||||||||||||||||
See pages 14 to 15 for a reconciliation of these non-GAAP financial measures to the most comparable GAAP financial measures and for other important information.
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Service Revenues
The Company’s service revenues fluctuate in response to its clients’ willingness to spend on advertising and the Company’s ability to have the desired talent available. The 2.2% increase for the three months and the 0.9% decrease for the nine months ended September 30, 2024, compared to the same periods in 2023, were mainly driven by higher commissions from core model bookings in the second and third quarters of 2024. However, this growth did not fully offset the lower commissions experienced in the first quarter of 2024.
License Fees and Other Income
License fees and other income include franchise revenues from independently owned model agencies that use the Wilhelmina trademark and various services provided by the Company. License fees were unchanged for the three and nine months ended September 30, 2024 when compared to the three and nine months ended September 30, 2023.
Salaries and Service Costs
Salaries and service costs consist of payroll related costs and T&E required to deliver the Company’s services to its clients and talents. The 9.0% and 4.7% increases in salaries and service costs during the three and nine months ended September 30, 2024, when compared to the three and nine months ended September 30, 2023, were primarily due to personnel hires and payroll changes to better align Wilhelmina staffing with the needs of each office and geographical region.
Office and General Expenses
Office and general expenses consist of office and equipment rents, legal expenses, advertising and promotion, insurance expenses, administration and technology cost. The increase in office and general expenses of 7.0% for the three ended September 30, 2024, when compared to the three ended September 30, 2023, were primarily due to increased legal expense, partially offset by a decrease in bad debt expense, insurance, and computer and office expenses. The decrease in office and general expenses of 12.6% for the nine months ended September 30, 2024, when compared to the nine months ended September 30, 2023, were primarily due to decreased legal, bad debt, computer and office expenses, partially offset by increased bank fees and model apartment expenses.
Amortization and Depreciation
Amortization and depreciation expense is incurred with respect to certain assets, including computer hardware, software, office equipment, furniture, and finance leases. Amortization and depreciation expense decreased by 18.2% and 17.9% for the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023 primarily due to decreased depreciation of capitalized furniture and leasehold assets at the Company’s new New York City office. Fixed asset purchases (mostly related to technology and computer equipment) totaled approximately $10 thousand and $26 thousand during the three and nine months ended September 30, 2024, compared to $32 thousand and $141 thousand for the three and nine months ended September 30, 2023.
Corporate Overhead
Corporate overhead expenses include director and executive officer compensation, legal, audit and professional fees, corporate office rent and travel. Corporate overhead decreased by 31.0% and 11.0% for the three and nine months ended September 30, 2024, compared to the three and nine months ended September 30, 2023, primarily due to decreased audit costs incurred with the change of auditors in Q2 of the previous year, directors fees with fewer Board of Director members, and lower corporate travel costs in the current year, partially offset by increased legal costs.
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Operating Income and Loss and Operating Margin
Operating income was $0.3 million and $0.8 million for the three and nine months ended September 30, 2024 compared to $0.5 million and $0.8 million in the three and nine months ended September 30, 2023. As a result, operating margin decreased to 7.3% and 6.0% for the three and nine months ended September 30, 2024, compared to 10.4% and 6.3% for the three and nine months ended September 30, 2023. These decreases were primarily the result of the higher increase in operating expenses than net revenue in the third quarter of 2024.
Foreign Currency Exchange
The Company realized $4 thousand and $18 thousand loss from foreign currency exchange during the three and nine months ended September 30, 2024, and $18 thousand gain and $61 thousand loss from foreign currency exchange during the three and nine months ended September 30, 2023. Foreign currency gain and loss is due to fluctuations in currencies from Great Britain, Europe, and Latin America.
Interest Expense
Interest expense is primarily attributable to interest on finance leases. Interest expense was $3 and $8 thousand for the three and nine months ended September 30, 2024, compared to $0 thousand and $1 thousand for the three and nine months ended September 30, 2023.
Interest Income
Interest expense is primarily attributable to interest from short term investments. Interest income was $90 and $263 thousand for the three and nine months ended September 30, 2024, compared to $0 thousand for the three and nine months ended September 30, 2023.
Income before Income Taxes
Income before income taxes decreased to $0.4 million and increased to $1.0 million for the three and nine months ended September 30, 2024, compared to income of $0.5 million and $0.8 million for the three and nine months ended September 30, 2023. The lower pre-tax income in the third quarter of 2024 and nine months of 2023 was primarily due to lower operating income.
Income Taxes
Generally, the Company’s combined effective tax rate is high relative to reported net income (loss) as a result of the expiration of stock options, amortization expense, and income being attributable to certain states in which it operates. The Company operates in three states, which have relatively high corporate tax rates: California, New York, and Florida. In addition, foreign taxes in the United Kingdom related to our London office are not deductible for U.S. federal tax purposes. The Company had income tax expense of $0.1 million and $0.4 million for the three and nine months ended September 30, 2024, respectively compared to $0.1 million and $0.3 million for the three and nine months ended September 30, 2023, respectively.
Net Income and Loss
The Company had a net income of $310 thousand and $648 thousand for the three and nine months ended September 30, 2024, compared to net income of $359 thousand and $504 thousand for the three and nine months ended September 30, 2023. The decrease in net income for the three months ended September 30, 2024 compared to the three months ended September 30, 2023 was primarily due to the decrease in operating income. The increase in net income for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 was primarily due to interest income from short-term investments.
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Liquidity and Capital Resources
The Company’s cash balance increased to $6.5 million at September 30, 2024 from $6.1 million at December 31, 2023. The cash balances increased as a result of $0.3 million net cash provided by operating activities, $0.1 million net cash used in investing activities, $0 million cash used in financing activities, and $138 thousand positive effect of exchange rate on cash flow during the nine months ended September 30, 2024.
Net cash provided by operating activities of $0.3 million was primarily the result of net income and increases in deferred income taxes, accounts payable and accrued liabilities, and a decrease in operating right of use assets, partially offset by an increase in accounts receivable and a decrease in operating lease liabilities. The $0.1 million cash used in investing activities was attributable to purchases of short term investments and property and equipment, including furniture and fixtures, leasehold improvements, software and computer equipment, offset by maturities of short term investments.
The Company’s primary liquidity needs are for working capital associated with performing services under its client contracts. Generally, the Company incurs significant operating expenses with payment terms shorter than its average collections on billings. Based on budgeted and year-to-date cash flow information, management believes that the Company has sufficient liquidity to meet its projected operational expenses and capital expenditure requirements for the next twelve months and beyond.
Important Information Regarding Non-GAAP Financial Measures
The Company reports its financial results in accordance with GAAP. However, management believes that certain non-GAAP financial measures provide users of the Company's financial information with additional useful information in evaluating operating performance. The Company considers Gross Billings, EBITDA, Adjusted EBITDA and Pre-Corporate EBITDA to be important measures of performance because they are key operating metrics of the Company's business. These metrics are used by management in its planning and budgeting processes, 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, and to 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.
Gross Billings represents the gross amount billed to customers on behalf of its models and talent for services performed. The Company calculates Gross Billings as total revenue plus model costs, which includes 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. 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. 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 be viewed as supplementing, and not as an alternative or substitute for, the Company's financial results prepared in accordance with GAAP. Certain of the items that may be excluded or included in non-GAAP financial measures may be significant items that could impact the Company's financial position, results of operations or cash flows and should therefore be considered in assessing the Company's actual and future financial condition and performance. The methods used by the Company to calculate its non-GAAP financial measures may differ significantly from methods used by other companies to compute similar measures. As a result, any non-GAAP financial measures presented herein may not be comparable to similar measures provided by other companies.
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Gross Billings
The following is a tabular reconciliation of the non-GAAP financial measure Gross Billings to GAAP total revenues, which the Company believes to be the most comparable GAAP measure:
| (in thousands) | Three Months Ended | Nine Months Ended | ||||||||||||||
| September 30 | September 30 | September 30 | September 30 | |||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Total Revenues | 4,569 | 4,472 | 13,331 | 13,449 | ||||||||||||
| Model Costs | 13,599 | 11,686 | 37,635 | 37,837 | ||||||||||||
| Gross Billings | 18,168 | 16,158 | 50,966 | 51,286 | ||||||||||||
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.
EBITDA, Adjusted EBITDA, and Pre-Corporate EBITDA
The following is a tabular reconciliation of the non-GAAP financial measures EBITDA, Adjusted EBITDA, and Pre-Corporate EBITDA to GAAP net income, which the Company believes to be the most comparable GAAP measure:
| (in thousands) | ||||||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30 | September 30 | September 30 | September 30 | |||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Net income | 310 | 359 | 648 | 504 | ||||||||||||
| Interest income | (90 | ) | – | (263 | ) | – | ||||||||||
| Interest expense | 2 | – | 8 | 1 | ||||||||||||
| Income tax expense | 109 | 126 | 394 | 279 | ||||||||||||
| Amortization and depreciation | 45 | 55 | 133 | 162 | ||||||||||||
| EBITDA | 376 | 540 | 920 | 946 | ||||||||||||
| Foreign exchange loss (gain) | 4 | (18 | ) | 18 | 61 | |||||||||||
| Share based payment expense | – | 25 | 11 | 74 | ||||||||||||
| Adjusted EBITDA | 380 | 547 | 949 | 1,081 | ||||||||||||
| Corporate overhead | 171 | 248 | 657 | 738 | ||||||||||||
| Pre-Corporate EBITDA | 551 | 795 | 1,606 | 1,819 | ||||||||||||
Critical Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of Wilhelmina and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.
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Revenue Recognition
The Company has adopted the requirements of Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”). ASC 606 establishes a principle for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services.
Our revenues are derived primarily from fashion model bookings and representation of social media influencers and actors for commercials, film, and television. Our performance obligations are primarily satisfied at a point in time when the talent has completed the contractual requirements.
A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The performance obligations for most of the Company’s core modeling bookings are satisfied on the day of the event, and the “day rate” total fee is agreed in advance when the customer books the model for a particular date. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation based on the estimated relative standalone selling price.
We report service revenues on a net basis, which represents gross amounts billed net of 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. The Company typically enters into contractual agreements with models under which the Company is obligated to pay talent upon collection of fees from the customer.
Although service revenues are reported on a net basis, accounts receivable are recorded at the amount of gross amounts billed to customers, inclusive of model costs. As a result, both accounts receivable and amounts due to models appear large relative to total revenue.
Amounts billed that have not yet met the applicable revenue recognition criteria are recorded as deferred revenue within accrued expenses and the related talent costs are recorded as contract liability.
Share Based Compensation
Share-based compensation expense is estimated at the grant date based on the award’s fair value as calculated by the Black-Scholes option pricing model and is recognized on a straight line basis as an expense over the requisite service period, which is generally the vesting period. The determination of the fair value of share-based awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include the estimated volatility over the expected term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates, estimated forfeitures and expected dividends.
Income Taxes
We are subject to income taxes in the United States, the United Kingdom, and numerous US state and local jurisdictions.
Deferred tax assets are recognized for unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Unused tax loss carry-forwards are reviewed at each reporting date and a valuation allowance is established if it is doubtful we will generate sufficient future taxable income to utilize the loss carry-forwards.
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In determining the amount of current and deferred income tax, we take into account whether additional taxes, interest, or penalties may be due. Although we believe that we have adequately reserved for our income taxes, we can provide no assurance that the final tax outcome will not be materially different. To the extent that the final tax outcome is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and operating results.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are accounted for at net realizable value, do not bear interest and are short-term in nature. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability to collect on accounts receivable. Based on management’s assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit to the allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the allowance and a credit to accounts receivable. The Company generally does not require collateral.
Although service revenues are reported on a basis net of model costs, accounts receivable are recorded at the amount of gross amounts billed to customers inclusive of model costs. As a result, both accounts receivable and amounts due to models appear large relative to total revenue.
Goodwill and Intangible Asset Impairment Testing
The Company performs impairment testing at least annually and more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the reporting unit’s fair value. The Company sometimes utilizes an independent valuation specialist to assist with the determination of fair value. In accordance with ASU 2017-03, effective January 1, 2020, only a one-step quantitative impairment test is performed, whereby a goodwill impairment loss will be measured as the excess of a reporting unit’s carrying amount over its fair value. If the carrying amount of the reporting unit’s goodwill exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill.
Whenever events or circumstances change, entities have the option to first make a qualitative evaluation about the likelihood of goodwill impairment. If impairment is deemed more likely than not, management would perform the goodwill impairment test. Otherwise, the goodwill impairment test is not required. In assessing the qualitative factors, the Company assesses relevant events and circumstances that may impact the fair value and the carrying amount of the reporting unit. The identification of relevant events and circumstances and how these may impact a reporting unit’s fair value or carrying amount involve significant judgments and assumptions. The judgment and assumptions include the identification of macroeconomic conditions, industry and market considerations, overall financial performance, Company specific events and share price trends, an assessment of whether each relevant factor will impact the impairment test positively or negatively, and the magnitude of any such impact.
The Company evaluates indefinite lived trademark and trade name intangible assets for impairment using the relief from royalty method. This valuation approach requires that the Company make a number of assumptions to estimate fair value, including projections of future revenues, royalty rates, tax rates, discount rates, and other relevant variables. The projections in this model are updated annually and will change over time based on historical performance and changing business conditions. If the carrying value exceeded the estimated fair value, an impairment charge would be recognized for the excess amount.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not required for smaller reporting company
Item 4. Controls and Procedures.
The Company maintains disclosure controls and procedures designed to ensure that information it is required to disclose in the reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. The Company’s disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
The Company’s management, including the Company’s principal executive officer and principal financial officer have evaluated the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.
During the most recent fiscal quarter, there have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
The disclosures required for this Item 1 are provided in Note 4 to the Company’s Notes to Consolidated Financial Statements.
Item 1.A. Risk Factors.
Not required for smaller reporting company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During 2012, the Board of Directors authorized a stock repurchase program whereby the Company could repurchase up to 500,000 shares of its outstanding common stock. During 2013, the Board of Directors renewed and extended the Company’s share repurchase authority to enable it to repurchase up to an aggregate of 1,000,000 shares of common stock. In 2016, the Board of Directors increased by an additional 500,000 shares the number of shares of the Company’s common stock which may be repurchased under its stock repurchase program to an aggregate of 1,500,000 shares, and on November 8, 2024, an additional 750,000 shares of common stock were newly authorized for repurchase resulting in a total of 2,250,000 total shares authorized under the plan with approximately 935,000 shares of common stock remaining for repurchase. The shares may be repurchased from time to time in the open market or through privately negotiated transactions at prices the Company deems appropriate. The program does not obligate the Company to acquire any particular amount of common stock and may be modified or suspended at any time at the Company’s discretion. The Company did not make any purchases pursuant to the stock repurchase program during the quarter ended September 30, 2024.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During the three months ended September 30, 2024,
no director or officer
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Item 6. Exhibits.
The following is a list of exhibits filed as part of this Form 10-Q:
| Exhibit No. | Description | |
| 3.1 | Restated Certificate of Incorporation of Wilhelmina International, Inc. (incorporated by reference from Exhibit 3.1 to Form S-1/A, filed January 30, 2012). | |
| 3.2 | Certificate of Amendment of the Restated Certificate of Incorporation of Wilhelmina International, Inc. (incorporated by reference from Exhibit 3.1 to the Form 8-K, filed July 15, 2014). | |
| 3.3 | Certificate of Amendment of the Restated Certificate of Incorporation of Wilhelmina International, Inc. (incorporated by reference from Exhibit 3.1 to Form 8-K filed July 12, 2017). | |
| 3.4 | Amended and Restated Bylaws of Wilhelmina International, Inc. (incorporated by reference from Exhibit 3.2 to Form 8-K, filed May 24, 2011). | |
| 4.1 | Form of Stock Certificate of Common Stock of Billing Concepts Corp. (incorporated by reference from Exhibit 4.1 to Form 10-Q, filed May 15, 1998) | |
| 31.1 | Certification of Principal Executive Officer in accordance with Section 302 of the Sarbanes-Oxley Act. * | |
| 31.2 | Certification of Principal Financial Officer in accordance with Section 302 of the Sarbanes-Oxley Act. * | |
| 32.1 | Certification of Principal Executive Officer in accordance with Section 906 of the Sarbanes-Oxley Act. * | |
| 32.2 | Certification of Principal Financial Officer in accordance with Section 906 of the Sarbanes-Oxley Act. * | |
| 101.INS | Inline XBRL Instance Document * | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema * | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase * | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase * | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase * | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase * | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
_____________
* Filed herewith
| 22 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| WILHELMINA INTERNATIONAL, INC. | |||
| (Registrant) | |||
| Date: November 13, 2024 | By: | /s/ Gaurav Pahwa | |
| Name: | Gaurav Pahwa | ||
| Title: |
Chief Financial Officer (principal financial officer) |
||
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