Washington, D.C. 20549

Form 8-K


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

Date of Report (Date of earliest event Reported): March 30, 2020  

(Exact Name of Registrant as Specified in Charter)

(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)


200 Crescent Court, Suite 1400, Dallas, Texas 75201
(Address of Principal Executive Offices) (Zip Code)

(214) 661-7488
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

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


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))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 30, 2020, Wilhelmina International, Inc. issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2019. 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 30, 2020


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.

Date: March 30, 2020By: /s/ James A. McCarthy        
  James A. McCarthy
  Chief Financial Officer



Wilhelmina International, Inc. Reports Results for the Year Ended 2019

Financial Results

(in thousands)
Q4 19

Q4 18
Year Ended
Year Ended
Total Revenues$18,259 $18,386(0.7%)$75,504 $77,851(3.0%)
Operating (Loss) Income (4,660) 206* (4,172) 1,373*
(Loss) Income Before Provision for Taxes (4,785) 159* (4,386) 1,189*
Net (Loss) Income  (4,962) 59* (4,786) 856*
EBITDA**   (4,450) 450* (3,077) 2,280*
Adjusted EBITDA** 543  552(1.6%) 2,081  2,726(23.7%)
Pre-Corporate EBITDA** 747  782(4.5%) 3,119  3,851(19.0%)
**Non-GAAP measures referenced are detailed in the disclosures at the end of this release.
 *Not Meaningful

DALLAS, March 30, 2020 (GLOBE NEWSWIRE) -- Wilhelmina International, Inc. (Nasdaq: WHLM) ("Wilhelmina" or the "Company") today reported revenues of $18.3 million and net loss of $5.0 million for the three months ended December 31, 2019, compared to revenues of $18.4 million and net income of $0.1 million for the three months ended December 31, 2018.  For the fiscal year ended December 31, 2019, Wilhelmina reported revenues of $75.5 million and net loss of $4.8 million compared to revenue of $77.9 million and net income of $0.9 million for the fiscal year ended December 31, 2018. In the fourth quarter of 2019, Wilhelmina recorded a non-cash goodwill impairment charge of $4.8 million, triggered by a sustained decline in share price of the Company’s common stock.  The Company does not expect the impairment charge to have any impact on future operations, affect its liquidity, affect cash flows from operating activities, or affect compliance with the financial covenants set forth in its credit agreement.  The net loss in 2019, when compared to net income in the same periods of the prior year, was primarily due to the goodwill impairment charge, a change in board revenue mix and an increase in revenue from the Aperture division, which is lower margin than traditional core model bookings, as well as current income tax expense of $0.3 million primarily related to the deferred tax asset impact of the termination of stock options previously granted to the Company’s former Chief Executive Officer, all partially offset by a decrease in operating expenses and a $0.3 million deferred tax benefit related to the goodwill impairment charge.

Financial Results

Net loss for the three months and fiscal year ended December 31, 2019 was $5.0 million and $4.8 million, or $0.96 and $0.92 per fully diluted share, compared to net income of $0.1 million and $0.9 million, or $0.01 and $0.16 per fully diluted share, for the three months and fiscal year ended December 31, 2018.

Pre-Corporate EBITDA was $0.7 million and $3.1 million for the three months and fiscal year ended December 31, 2019, compared to $0.8 million and $3.9 million for the three months and fiscal year ended December 31, 2018. 

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, 2019 and 2018.

(in thousands) Three months ended
 December 31, 
 Year ended
December 31,

  2019  2018 2019  2018
Net (loss) income$(4,962)$59$(4,786)$856
Interest expense 28  28 117  101
Income tax expense 177  100 400  333
Amortization and depreciation 307  263 1,192  990
Foreign exchange loss 97  19 97  83
Non-recurring items 4,845  - 4,845  -
Share-based payment expense 51  83 216  363
Adjusted EBITDA**$543 $552$2,081 $2,726
Corporate overhead 204  230 1,038  1,125
Pre-Corporate EBITDA**$747 $782$3,119 $3,851

**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 and fiscal year ended December 31, 2019, when compared to the three months and fiscal year ended December 31, 2018, were primarily the result of the following:

On March 11, 2020, the World Health Organization declared the outbreak of novel coronavirus (COVID-19) as a pandemic, which continues to spread throughout the United States.  There have been mandates from federal, state, and local authorities requiring forced closures of non-essential businesses.  As a result, the Company has temporarily closed some offices and has seen a reduction in customer bookings, resulting in a negative impact to Company revenue and earnings.  In addition to reduced revenue, business operations could be adversely affected by potential reductions in productivity, delays or limitations on the ability of customers to make timely payments, disruptions in talents’ ability to travel to photography locations, or supply chain disruptions impeding clothing or footwear wardrobe from reaching destinations in time for photoshoots.  While this disruption is currently expected to be temporary, there is uncertainty around the duration.  The Company’s revenues are heavily dependent on the level of economic activity in the United States and the United Kingdom, particularly in the fashion, advertising and publishing industries, all of which have been negatively impacted by the pandemic and may not recover as quickly as other sectors of the economy.  Therefore, while we expect this matter to negatively impact our business, results of operations, and financial position, the related financial impact cannot be reasonably estimated at this time.  As a result, the Company is currently evaluating and executing strategies to curtail expenses.

(In thousands, except share data) 

  2019 2018
Current assets:    
Cash and cash equivalents $6,993  $6,748 
Accounts receivable, net of allowance for doubtful accounts of $1,423 and $1,791, respectively  9,441   11,901 
Prepaid expenses and other current assets  243   197 
Total current assets  16,677   18,846 
Property and equipment, net of accumulated depreciation of $4,300 and $3,264, respectively  1,925   2,567 
Right of use assets-operating  1,261   - 
Right of use assets-finance  316   - 
Trademarks and trade names with indefinite lives  8,467   8,467 
Other intangibles with finite lives, net of accumulated amortization of $8,737 and $8,684, respectively  -   53 
Goodwill  8,347   13,192 
Other assets  115   114 
TOTAL ASSETS $37,108  $43,239 
Current liabilities:      
Accounts payable and accrued liabilities $3,815  $5,071 
Due to models  7,495   8,809 
Lease liabilities – operating, current  1,055   - 
Lease liabilities – finance, current  94   - 
Term loan – current  1,257   623 
Total current liabilities  13,716   14,503 
Long term liabilities:      
Net deferred income tax liability  725   631 
Lease liabilities – operating, non-current  328   - 
Lease liabilities – finance, non-current  225   - 
Term loan – non-current  743   2,000 
Total long term liabilities  2,021   2,631 
Total liabilities  15,737   17,134 
Shareholders’ equity:      
Common stock, $0.01 par value, 9,000,000 shares authorized; 6,472,038 shares      
  issued at December 31, 2019 and December 31, 2018  65   65 
Treasury stock, 1,309,861 and 1,264,154 shares at December 31, 2019 and December 31, 2018, at cost  (6,352)  (6,093)
Additional paid-in capital  88,471   88,255 
Accumulated deficit  (60,815)  (56,029)
Accumulated other comprehensive loss  2   (93)
Total shareholders’ equity  21,371   26,105 

For the Years Ended December 31, 2019 and 2018
 (In thousands, except per share data)

  Three Months Ended Year Ended
  December 31,  December 31, 
  2019  2018  2019  2018
Service revenues $18,253  $18,366  $75,452  $77,791 
License fees and other income  6   20   52   60 
Total revenues  18,259   18,386   75,504   77,851 
Model costs  13,083   13,076   54,249   55,600 
Revenues net of model costs  5,176   5,310   21,255   22,251 
Operating expenses:            
Salaries and service costs  3,373   3,506   13,944   14,015 
Office and general expenses  1,107   1,105   4,408   4,748 
Amortization and depreciation  307   263   1,192   990 
Goodwill impairment  4,845   -   4,845   - 
Corporate overhead  204   230   1,038   1,125 
Total operating expenses  9,836   5,104   25,427   20,878 
Operating (loss) income  (4,660)  206   (4,172)  1,373 
Other expense:            
Foreign exchange loss  97   19   97   83 
Interest expense  28   28   117   101 
Total other expense  125   47   214   184 
(Loss) income before provision for income taxes  (4,785)  159   (4,386)  1,189 
Provision for income taxes:            
Current  (106)  (4)  (306)  (224)
Deferred  (71)  (96)  (94)  (109)
Income tax benefit (expense)  (177)  (100)  (400)  (333)
Net (loss) income $(4,962) $59  $(4,786) $856 
Other comprehensive income (loss):            
Foreign currency translation benefit (expense)  202   (27)  95   (97)
Total comprehensive (loss) income  (4,760)  32   (4,691)  759 
Basic net (loss) income per common share $(0.96) $0.01  $(0.92) $0.16 
Diluted net (loss) income per common share $(0.96) $0.01  $(0.92) $0.16 
Weighted average common shares outstanding-basic  5,169   5,254   5,184   5,328 
Weighted average common shares outstanding-diluted  5,169   5,254   5,184   5,328 

For the Years Ended December 31, 2019 and 2018
 (In thousands)

Balances at December 31, 2017  6,472 $65  (1,090)  $(4,893)  $87,892  $(56,885)  $4  $26,183 
Share based payment expense  -  -  -    -    363   -    -   363 
Net income to common shareholders  -  -  -    -    -   856    -   856 
Purchases of treasury stock  -  -  (174)   (1,200)   -   -    -   (1,200)
Foreign currency translation  -  -  -    -    -   -    (97)  (97)
Balances at December 31, 2018  6,472 $65  (1,264)  $(6,093)  $88,255  $(56,029)  $(93) $26,105 
Share based payment expense  -  -  -    -    216   -    -   216 
Net loss to common shareholders  -  -  -    -    -   (4,786)   -   (4,786)
Purchases of treasury stock  -  -  (46)   (259)   -   -    -   (259)
Foreign currency translation  -  -  -    -    -   -    95   95 
Balances at December 31, 2019  6,472 $65  (1,310)  $(6,352)  $88,471  $(60,815)  $2  $21,371 

The accompanying notes are an integral part of these consolidated financial statements.

For the Years Ended December 31, 2019 and 2018
 (In thousands)

  Year Ended
Cash flows from operating activities:     
Net (loss) income: $(4,786)  $856 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:       
Amortization and depreciation  1,192    990 
Goodwill impairment  4,845    - 
Share based payment expense  216    363 
Deferred income taxes  94    110 
Bad debt expense  11    58 
Changes in operating assets and liabilities:       
Accounts receivable  2,449    1,668 
Prepaid expenses and other current assets  (46)   (17)
Right of use assets-operating  1,143    - 
Other assets  (1)   23 
Due to models  (1,314)   (1,381)
Lease liabilities-operating  (1,219)   - 
Accounts payable and accrued liabilities  (1,047)   1,086 
Net cash provided by operating activities  1,537    3,756 
Cash flows from investing activities:       
Purchases of property and equipment  (394)   (443)
Net cash used in investing activities  (394)   (443)
Cash flows from financing activities:       
Purchases of treasury stock  (259)   (1,200)
Payments on finance leases  (111)   - 
Proceeds from term loan  -    1,000 
Repayment of term loan  (623)   (524)
Net cash used in financing activities  (993)   (724)
Foreign currency effect on cash flows:  95    (97)
Net change in cash and cash equivalents:  245    2,492 
Cash and cash equivalents, beginning of period  6,748    4,256 
Cash and cash equivalents, end of period $6,993   $6,748 
Supplemental disclosures of cash flow information:       
Cash paid for interest $114   $99 
Cash paid for income taxes $5   $44 

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. 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, 2019 filed with the Securities and Exchange Commission on March 30, 2020.

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 Nasdaq under the symbol WHLM.  Wilhelmina is headquartered in New York and, since its founding, has grown to include operations in Los Angeles, Miami, London and Chicago. 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.