Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 12, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Wilhelmina International, Inc. | ' |
Document Type | '10-Q | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 117,813,925 |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001013706 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Consolidated_Balance_Sheets_Se
Consolidated Balance Sheets (September 30, 2013 Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Cash and cash equivalents | $1,729,000 | $1,145,000 |
Accounts receivable, net of allowance for doubtful accounts of $760 and $760 | 12,323,000 | 9,904,000 |
Indemnification receivable | ' | 428,000 |
Deferred tax asset | 202,000 | 202,000 |
Prepaid expenses and other current assets | 295,000 | 207,000 |
Total current assets | 14,549,000 | 11,886,000 |
Property and equipment, net of accumulated depreciation of $459 and $353 | 792,000 | 554,000 |
Trademarks and trade names with indefinite lives | 8,467,000 | 8,467,000 |
Other intangibles with finite lives, net of accumulated amortization of $7,527 and $6,456 | 810,000 | 1,881,000 |
Goodwill | 12,563,000 | 12,563,000 |
Restricted cash | 222,000 | 222,000 |
Other assets | 328,000 | 305,000 |
Total assets | 37,731,000 | 35,878,000 |
LIABILITIES AND SHAREHOLDERS’ EQUITY | ' | ' |
Accounts payable and accrued liabilities | 3,634,000 | 2,607,000 |
Due to models | 8,359,000 | 7,057,000 |
Foreign withholding claim subject to indemnification | ' | 428,000 |
Earn out liability | ' | 509,000 |
Total current liabilities | 11,993,000 | 10,601,000 |
Amegy credit facility | 1,100,000 | 1,250,000 |
Deferred income tax liability | 2,002,000 | 2,002,000 |
Total long-term liabilities | 3,102,000 | 3,252,000 |
Total liabilities | 15,095,000 | 13,853,000 |
Common stock, $0.01 par value, 250,000,000 shares authorized; 129,440,752 shares issued at September 30, 2013 and December 31, 2012 | 1,294,000 | 1,294,000 |
Treasury stock (11,554,527 and 9,770,991 shares), at cost | -1,534,000 | -1,227,000 |
Additional paid-in capital | 85,300,000 | 85,201,000 |
Accumulated deficit | -62,424,000 | -63,243,000 |
Total shareholders’ equity | 22,636,000 | 22,025,000 |
Total liabilities and shareholders’ equity | $37,731,000 | $35,878,000 |
Consolidated_Balance_Sheets_Se1
Consolidated Balance Sheets (September 30, 2013 Unaudited) (Parentheticals) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts Receivable, allowance for doubtful accounts (in Dollars) | $760 | $760 |
Property and equipment, accumulated depreciation (in Dollars) | 459 | 353 |
Other intangibles with finite lives, accumulated amortization (in Dollars) | $7,527 | $6,456 |
Common stock, par value (in Dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized (in Shares) | 250,000,000 | 250,000,000 |
Common stock,shares issued (in Shares) | 129,440,752 | 129,440,752 |
Treasury stock shares (in Shares) | 11,554,527 | 9,770,991 |
Unaudited_Consolidated_Stateme
Unaudited Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenues | $17,965 | $12,964 | $47,858 | $40,923 |
License fees and other income | 134 | 633 | 507 | 1,478 |
Total revenues | 18,099 | 13,597 | 48,365 | 42,401 |
Model costs | 12,626 | 9,226 | 33,674 | 28,614 |
Revenues net of model costs | 5,473 | 4,371 | 14,691 | 13,787 |
Salaries and service costs | 2,818 | 2,456 | 8,461 | 7,464 |
Office and general expenses | 979 | 867 | 2,591 | 2,538 |
Amortization and depreciation | 394 | 387 | 1,177 | 1,172 |
Corporate overhead | 265 | 301 | 909 | 1,144 |
Total operating expenses | 4,456 | 4,011 | 13,138 | 12,318 |
Operating income | 1,017 | 360 | 1,553 | 1,469 |
Equity in Earnings of 50% owned subsidiary earnings | 19 | 28 | 21 | 55 |
Interest income | 2 | 2 | 6 | 6 |
Interest expense | -13 | -11 | -41 | -26 |
8 | 19 | -14 | 35 | |
Income before provision for income taxes | 1,025 | 379 | 1,539 | 1,504 |
Current | -503 | -47 | -720 | -377 |
Deferred | ' | ' | ' | ' |
-503 | -47 | -720 | -377 | |
Net income applicable to common stockholders | $522 | $332 | $819 | $1,127 |
Basic and diluted net income per common share (in Dollars per share) | $0 | $0 | $0.01 | $0.01 |
Weighted average common shares outstanding (in Shares) | 119,094 | 124,108 | 119,475 | 127,663 |
Unaudited_Consolidated_Stateme1
Unaudited Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Net income | $819 | $1,127 |
Amortization and depreciation | 1,177 | 1,172 |
Share based payment expense | 99 | 14 |
(Increase) decrease in accounts receivable | -2,419 | 2,228 |
(Increase) in prepaid expenses and other assets | -111 | -116 |
(Decrease) in foreign withholding claim | -428 | ' |
Increase (decrease) in due to models | 1,302 | -2,433 |
Increase in accounts payable and accrued liabilities | 966 | 347 |
(Decrease) in deferred revenues | ' | -540 |
Net cash provided by operating activities | 1,405 | 1,799 |
Purchase of property and equipment | -344 | -90 |
Net cash used in investing activities | -344 | -90 |
Cash flows from financing activities | ' | ' |
(Decrease) in earnout liability | -20 | -1,735 |
Common stock repurchase | -307 | -1,008 |
Proceeds from Amegy Bank credit facility | 500 | 1,000 |
Repayment of Amegy Bank credit facility | -650 | ' |
Net cash used in financing activities | -477 | -1,743 |
Net increase (decrease) in cash and cash equivalents | 584 | -34 |
Cash and cash equivalents, beginning of period | 1,145 | 3,128 |
Cash and cash equivalents, end of period | 1,729 | 3,094 |
Cash paid for interest | 41 | 26 |
Cash paid for income taxes | 368 | 623 |
Decrease in earnout liability from indemnification receivable offset | $454 | ' |
Note_1_Basis_of_Presentation
Note 1 - Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 | |
Disclosure Text Block [Abstract] | ' |
Basis of Accounting [Text Block] | ' |
Note 1. Basis of Presentation | |
The interim consolidated financial statements included herein have been prepared by Wilhelmina International, Inc. (“Wilhelmina” or the “Company”) and subsidiaries without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Although certain information and footnote disclosures normally included in the 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 financial position, results of operations and cash flows for such periods. It is recommended that these interim unaudited consolidated financial statements be read in conjunction with the 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, 2012, as amended. 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. Certain prior year reported amounts have been reclassified to conform to the current period presentation. | |
Note_2_Business_Activity
Note 2 - Business Activity | 9 Months Ended |
Sep. 30, 2013 | |
Disclosure Text Block [Abstract] | ' |
Nature of Operations [Text Block] | ' |
Note 2. Business Activity | |
Overview | |
The Company’s primary business is fashion model management, which is headquartered in New York City. The Company’s predecessor was founded in 1967 by Wilhelmina Cooper, a renowned fashion model, and is 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 and Miami, as well as a growing network of licensees comprising leading modeling agencies in various local markets across the U.S. as well as in Panama, Thailand and Dubai. Wilhelmina provides traditional, full-service fashion model and talent management services, specializing in the representation and management of models, entertainers, artists, athletes and other talent to various customers and clients, including retailers, designers, advertising agencies and catalog companies. | |
Note_3_Line_of_Credit
Note 3 - Line of Credit | 9 Months Ended |
Sep. 30, 2013 | |
Debt Disclosure [Abstract] | ' |
Debt Disclosure [Text Block] | ' |
Note 3. Line of Credit | |
On April 29, 2011, the Company closed a credit agreement (the “Credit Agreement”) for a new $500,000 revolving credit facility with Amegy Bank National Association (“Amegy”). Borrowings under the facility are to be used for working capital and other general business purposes of the Company. | |
On January 12, 2012, the Company executed and closed an amendment (the “Credit Agreement Amendment”) to its revolving Credit Agreement with Amegy. Under the terms of the Credit Agreement Amendment, which was effective as of January 1, 2012, (1) total availability under the revolving credit facility was increased to $1,500,000 (from $500,000), (2) the borrowing base was modified to 65% (from 80%) of eligible accounts receivable (as defined in the Credit Agreement) and (3) the Company's minimum net worth covenant was increased to $21,250,000 (from $20,000,000). In addition, the maturity date of the facility was extended to December 31, 2012. The parties also executed an amendment to their pledge and security agreement ("Security Agreement Amendment") to reflect the execution of the Credit Agreement Amendment. The Company's obligation to repay advances under the amended facility is evidenced by an amended and restated promissory note. | |
On October 24, 2012, the Company executed and closed the second amendment (the “Second Credit Agreement Amendment”) to its revolving Credit Agreement with Amegy, which amended and replaced the terms amended by the Credit Agreement Amendment. Under the terms of the Second Credit Agreement Amendment, (1) total availability under the revolving credit facility was increased to $5,000,000 (from $1,500,000), (2) the borrowing base was modified to 75% (from 65%) of eligible accounts receivable (as defined in the Credit Agreement) and (3) the Company’s minimum net worth covenant was increased to $22,000,000 (from $21,250,000). In addition, the maturity date of the facility was extended to October 15, 2015 (from December 31, 2012). The Company’s obligation to repay advances under the amended facility is evidenced by a second amended and restated promissory note (the “Second Amended and Restated Promissory Note”). Under the terms of the Second Amended and Restated Promissory Note, the interest rate on borrowings was reduced to the prime rate plus 1% (from prime plus 2%) and a minimum interest rate (formerly 5%) was eliminated. | |
As of November 12, 2013, the Company had outstanding borrowings of $1,100,000 under the Credit Agreement. | |
Note_4_Restricted_Cash
Note 4 - Restricted Cash | 9 Months Ended |
Sep. 30, 2013 | |
Disclosure Text Block Supplement [Abstract] | ' |
Restricted Assets Disclosure [Text Block] | ' |
Note 4. Restricted Cash | |
At September 30, 2013 and September 30, 2012, the Company had approximately $222,000 of restricted cash that serves as collateral for the full amount of an irrevocable standby letter of credit. The letter of credit serves as additional security under the lease extension relating to the Company’s office space in New York that expires in February 2021. | |
Note_5_Licensing_Agreements_an
Note 5 - Licensing Agreements and Deferred Revenue | 9 Months Ended |
Sep. 30, 2013 | |
Deferred Revenue Disclosure [Abstract] | ' |
Deferred Revenue Disclosure [Text Block] | ' |
Note 5. Licensing Agreements and Deferred Revenue | |
The Company is a party to various contracts by virtue of its relationship with certain talent. The various contracts contain terms and conditions which require the revenue and the associated talent cost to be recognized on a straight-line basis over the contract period. The Company is also a party to product licensing agreements with a talent it previously represented. Under the product licensing agreements, the Company will either earn a commission based on a certain percentage of the royalties earned by the talent or earn royalties from the licensee that is based on a certain percentage of net sales, as defined. The Company recognized revenue from product licensing agreements of approximately $108,000 and $180,000 for the three and nine months ended September 30, 2013, respectively, and approximately $543,000 and $978,000 for the three and nine months ended September 30, 2012, respectively. | |
During April 2012, the Company reached an agreement with a former talent with respect to the modification of payment direction terms under various contracts negotiated by the Company between such talent, certain customers and, in some cases, the Company. In connection with such modifications (which did not change amounts to which the Company is entitled in respect of such agreements), the Company and the former talent also executed mutual obligation releases relating to the parties’ former representation arrangements. In connection with the foregoing contracts, the Company was carrying deferred revenues of approximately $716,000 (of which approximately $61,000 and $183,000 were scheduled to be recognized during the three and nine months ended September 30, 2013, respectively, in the absence of agreement), all of which were recognized during April 2012. | |
Note_6_Commitments_and_Conting
Note 6 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
Note 6. Commitments and Contingencies | |
On May 2, 2012, Sean Patterson, the former President of the Company’s subsidiary, Wilhelmina International, Ltd. (“Wilhelmina International”), filed a lawsuit in the Supreme Court of the State of New York, County of New York, against the Company, Wilhelmina International and Mark Schwarz, the Company’s Chairman of the Board, alleging, among other things, breach of Mr. Patterson’s expired employment agreement with Wilhelmina International, the invalidity and unenforceability of the non-competition and non-solicitation provisions contained in the employment agreement and defamation. Mr. Patterson is also seeking a declaration that the employment agreement, including the non-competition and non-solicitation provisions contained therein, are terminated and unenforceable against him. The Company believes these claims are without merit and intends to vigorously defend itself. | |
On October 10, 2012, Wilhelmina International, Ltd. and Wilhelmina Models, Inc., two subsidiaries of the Company (the “Wilhelmina Subsidiary Parties”), received a Summons with Notice in connection with a purported class action lawsuit filed in New York State Supreme Court (New York County) naming the Wilhelmina Subsidiary Parties as defendants (the “Raske Litigation”). The Wilhelmina Subsidiary Parties were subsequently served the complaint. The complaint asserted claims, including breach of fiduciary duty, unjust enrichment and conversion, allegedly arising out of, among other things, the handling and reporting of funds on behalf of models and the use of model images. Other defendants in the Raske Litigation included other model management companies, advertising firms and certain advertisers. On September 6, 2013, the lawsuit was dismissed in its entirety on various grounds, including plantiff’s lack of standing. | |
On October 28, 2013, the Company’s litigation counsel was informed by email from plaintiffs’ counsel that the Wilhelmina Subsidiary Parties have been named again as defendants in a new purported class action lawsuit filed in New York State Supreme Court (New York County) brought by the same lead counsel who represented plaintiffs in the Raske Litigation. The claims in the new lawsuit include breach of contract and unjust enrichment and are alleged to arise out of matters relating to those involved in 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 include other model management companies, advertising firms and certain advertisers. The Company believes the new claims are without merit and, assuming proper service is made on the Wilhelmina Subsidiary Parties in the lawsuit, intends to vigorously defend itself and its subsidiaries. | |
In addition to the legal proceedings otherwise 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, in the Company's opinion, to have a material adverse effect on its consolidated financial position or its results of operations. | |
As of September 30, 2013, a number of the Company’s employees were covered by employment agreements that vary in length from one to three years. As of September 30, 2013, total compensation payable under the remaining contractual term of these agreements was approximately $1,747,000. In addition, the employment agreements contain non-compete provisions ranging from six months to one year following the term of the applicable agreement. Therefore subject to certain exceptions, as of September 30, 2013, invoking the non-compete provisions would require the Company to compensate additional amounts to the covered employees during the non-compete period in the amount of approximately $2,290,000. During the nine months ended September 30, 2013, the Company paid no compensation costs, compared to approximately $168,000 and $515,000 during the three and nine months ended September 30, 2012, respectively, in connection with certain non-compete and contractual arrangements of former employees. | |
During 2010, the Company received IRS notices totaling approximately $726,000 related to foreign withholding claims for tax years 2006 and 2008. As part of settlement negotiations with the IRS, the Company determined that approximately $197,000 of the foreign withholding claim for 2008 related to tax liabilities which the Company assumed upon its acquisition of Wilhelmina International and its affiliates in February 2009 (the “Wilhelmina Acquisition”). To satisfy this liability, the Company paid the IRS, including penalties and interest of $26,000, a total of $223,000 during the year ended December 31, 2011. Since this amount was previously accrued as a liability at the Wilhelmina Acquisition date, no adjustment was required. | |
During February 2013, the IRS division of Appeals concluded that there was no basis for abatement of the 2006 and 2008 foreign withholding claims, within the protective framework of reasonable cause, and therefore, closed the case. During March 2013, the Company paid approximately $454,000 in settlement of the foreign withholding claims for tax years 2006 and 2008. | |
The Company is indemnified by certain of the selling parties in the Wilhelmina Acquisition for losses incurred as a result of such deficiency notice, and the selling parties have confirmed such responsibility to the Company. Such indemnification is required to be satisfied in cash and/or, at the election of the Company, by offset to future earn-out payments. | |
During March 2013, the Company offset approximately $454,000 of the Company’s remaining approximately $509,000 earnout obligation (as of December 31, 2012) for losses incurred in the settlement of the foreign withholding claims for tax years 2006 and 2008. | |
Note_7_Share_Capital
Note 7 - Share Capital | 9 Months Ended |
Sep. 30, 2013 | |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
Note 7. Share Capital | |
The Company has a shareholder’s rights plan (the “Rights Plan”). The Rights Plan provides for a dividend distribution of one preferred share purchase right (a “Right”) for each outstanding share of the Company's Common Stock, $.01 par value (the "Common Stock"). The terms of the Rights and the Rights Plan are set forth in a Rights Agreement, dated as of July 10, 2006, as amended, by and between the Company and The Bank of New York Trust Company, N.A., now known as The Bank of New York Mellon Trust Company, N.A., as Rights Agent (the “Rights Agreement”). | |
The Company’s Board of Directors adopted the Rights Plan to protect shareholder value by protecting the Company’s ability to realize the benefits of its net operating loss carryforwards (“NOLs”). In general terms, the Rights Plan imposes a significant penalty upon any person or group that acquires 5% or more of the outstanding Common Stock without the prior approval of the Company’s Board of Directors. Shareholders that own 5% or more of the outstanding Common Stock as of the close of business on the Record Date (as defined in the Rights Agreement) may acquire up to an additional 1% of the outstanding Common Stock without penalty so long as they maintain their ownership above the 5% level (such increase subject to downward adjustment by the Company’s Board of Directors if it determines that such increase will endanger the availability of the Company’s NOLs). In addition, the Company’s Board of Directors has exempted Newcastle Partners, L.P. (“Newcastle”), the Company’s largest shareholder, and may exempt any person or group that owns 5% or more if the Board of Directors determines that the person’s or group’s ownership will not endanger the availability of the Company’s NOLs. A person or group that acquires a percentage of Common Stock in excess of the applicable threshold is called an “Acquiring Person”. Any Rights held by an Acquiring Person are void and may not be exercised. The Company’s Board of Directors authorized the issuance of one Right per each share of Common Stock outstanding on the Record Date. If the Rights become exercisable, each Right would allow its holder to purchase from the Company one one-hundredth of a share of the Company’s Series A Junior Participating Preferred Stock, par value $0.01 (the “Preferred Stock”), for a purchase price of $10.00. Each fractional share of Preferred Stock would give the shareholder approximately the same dividend, voting and liquidation rights as does one share of Common Stock. Prior to exercise, however, a Right does not give its holder any dividend, voting or liquidation rights. | |
Standstill Agreement | |
On April 24, 2013, the Company and Ronald L. Chez (“Chez”), a shareholder of the Company, entered into a letter agreement (the “Standstill Agreement”), pursuant to which Chez and his Affiliates (as defined in the Standstill Agreement) agreed not to, without the prior approval of the Board of Directors of the Company, (a) beneficially own in excess of 10,000,000 shares of Common Stock of the Company nor (b) directly or indirectly, make any proposal or offer to acquire (other than pursuant to a confidential proposal to the Board of Directors of the Company), or agree to acquire or to become the beneficial owner of (i) any shares of Common Stock, (ii) any other securities of the Company convertible, exchangeable or exercisable into shares of Common Stock or (iii) any other voting securities of the Company, which, when added together with any such securities beneficially owned by Chez and his Affiliates immediately prior thereto, would provide Chez and his Affiliates with voting power in the aggregate in excess of 10,000,000 shares of Common Stock. | |
The Company agreed to, within three (3) business days of the execution of the Standstill Agreement, promptly execute (and submit for signature by the Rights Agent) an amendment to the Rights Agreement, which amendment provides that Chez shall not be deemed to be an “Acquiring Person” under the Rights Agreement by virtue of (a) the acquisition of shares of Common Stock purchased by Chez and disclosed in the initial Schedule 13D with respect to his ownership of Company Common Stock filed by Chez on March 22, 2013 (the “Initial Chez 13D”) or (b) the acquisition of additional shares of Common Stock in one or more purchases which in the aggregate, when added together with the shares of Common Stock reflected in the Initial Chez 13D, do not exceed 10,000,000 shares of Common Stock. | |
The restrictions set forth in the Standstill Agreement will terminate upon the earlier of sixty (60) days following the expiration of the Rights Agreement or the earlier termination of the Rights Agreement (including pursuant to a redemption of the outstanding rights in accordance therewith) by the Company. | |
Amendment to Rights Agreement | |
On April 25, 2013, the Company entered into a Thirteenth Amendment (the “Thirteenth Amendment”) to the Rights Agreement. The Thirteenth Amendment, among other things, (i) amends the definition of Acquiring Person (as defined in the Rights Agreement) to provide that Chez shall not be deemed to be an Acquiring Person solely by virtue of (a) purchases by Chez, individually and through individual retirement accounts for his benefit, of shares of Common Stock which resulted in his beneficial ownership exceeding 4.99% of the Common Stock outstanding, as disclosed in the Initial Chez 13D (the “Reported Chez Purchases”) or (b) purchases by Chez, individually or through individual retirement accounts for his benefit, of a number of shares of Common Stock which in the aggregate, when added together with the number of shares of Common Stock beneficially owned by Chez as reflected in the Initial Chez 13D (i.e., 6,701,857 shares of Common Stock), shall not exceed ten million (10,000,000) shares of Common Stock (the “Permitted Additional Chez Purchases”), (ii) amends the definition of Triggering Event (as defined in the Rights Agreement) to provide that no Triggering Event shall result solely by virtue of any Reported Chez Purchases or Permitted Additional Chez Purchases, (iii) provides that a Distribution Date (as defined in the Rights Agreement) shall not be deemed to have occurred solely by virtue of any Reported Chez Purchases or Permitted Additional Chez Purchases and (iv) provides that no Reported Chez Purchases or Permitted Additional Chez Purchases shall be deemed to be events that cause the Rights to become exercisable. The Thirteenth Amendment also provides for certain other conforming and technical amendments to the terms and provisions of the Rights Agreement. | |
Note_8_Income_Taxes
Note 8 - Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Tax Disclosure [Text Block] | ' |
Note 8. Income Taxes | |
Generally, the Company’s combined effective tax rate is high relative to reported net income as a result of certain amounts of amortization expense and corporate overhead not being deductible or attributable to states in which it operates. Currently, the majority of taxes being paid by the Company are state taxes, not federal. The Company operates in three states which have relatively high tax rates, California, New York and Florida. The Company’s combined (federal and state) effective tax rate would be even higher if it were not for federal net operating loss carryforwards available to offset current federal taxable income. As of September 30, 2013, the Company had federal income tax loss carryforwards of approximately $3,500,000, which begin expiring in 2019. Realization of the Company’s carryforwards is dependent on future taxable income. A portion of the Company’s federal net operating loss carryforwards were utilized to offset federal taxable income generated during the nine months ended September 30, 2013. A valuation allowance has been recorded to reflect the tax effect of the net loss carryforwards not used to offset a portion of the deferred tax liability resulting from the Wilhelmina Acquisition. Ownership changes, as defined in the Internal Revenue Code, may have limited the amount of net operating loss carryforwards that can be utilized annually to offset future taxable income. Subsequent ownership changes could further affect the limitation in future years. | |
Note_9_Treasury_Stock
Note 9 - Treasury Stock | 9 Months Ended |
Sep. 30, 2013 | |
Disclosure Text Block Supplement [Abstract] | ' |
Treasury Stock [Text Block] | ' |
Note 9. Treasury Stock | |
During the year ended December 31, 2012, the Board of Directors authorized a stock repurchase program, whereby the Company could repurchase up to 10,000,000 shares of its outstanding Common Stock. 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 the program may be modified or suspended at any time at the Company’s discretion. The stock repurchase plan will be funded through the Company’s cash on hand and the Credit Agreement. | |
During the year ended December 31, 2012, the Company repurchased 9,770,991 shares of Common Stock at an average price of approximately $0.126 per share, for a total of $1,227,000. The repurchase of 8,000,000 of such shares of Common Stock were effected through a broker dealer making a market in the Company’s shares on behalf of an affiliate of the Company. The remaining 1,770,991 shares of Common Stock were repurchased in the open market. | |
During the three months ended September 30, 2013, the Board of Directors renewed and extended the Company’s share repurchase authority to enable it to repurchase up to an additional 10,000,000 shares of Common Stock. During the three months ended September 30, 2013, the Company repurchased 1,773,536 shares of Common Stock at an average price of approximately $0.174 per share, for a total of $307,726. | |
Subsequent to September 30, 2013, the Company has repurchased an additional 82,300 shares of Common Stock at an average price of approximately $0.182 per share, for a total of $15,005. | |
As of November 12, 2013, the Company has repurchased under the stock repurchase program a total of 11,626,827 shares of Common Stock at an average price of approximately $0.133 per share, for a total of $1,549,732. | |
Note_10_Related_Parties
Note 10 - Related Parties | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
Note 10. Related Parties | |
As of September 30, 2013, Mark Schwarz, the Chairman, Chief Executive Officer and Portfolio Manager of Newcastle Capital Management, L.P. (“NCM”), John Murray, Chief Financial Officer of NCM, and Evan Stone, the former Vice President and General Counsel of NCM, held the following executive officer and board of director positions with the Company: Chairman of the Board and Executive Chairman, Chief Financial Officer, and General Counsel and Secretary, respectively. NCM is the General Partner of Newcastle, which owns 48,614,513 shares of Common Stock. Clinton Coleman (Managing Director at NCM) and James Dvorak (Managing Director at NCM) also serve as directors of the Company. | |
The Company’s corporate headquarters are located at 200 Crescent Court, Suite 1400, Dallas, Texas 75201, which are also the offices of NCM. The Company occupies a portion of NCM space on a month-to-month basis at $2,500 per month, pursuant to a services agreement entered into between the parties. Pursuant to the services agreement, the Company receives the use of NCM’s facilities and equipment and accounting, legal and administrative services from employees of NCM. The Company incurred expenses pursuant to the services agreement totaling approximately $8,000 and $24,000 for each of the three and nine months ended September 30, 2013 and 2012, respectively. The Company owed NCM $0 as of September 30, 2013 and September 30, 2012, under the services agreement. | |
The Company has an agreement with an unconsolidated affiliate to provide management and administrative services, as well as sharing of space. For each of the three and nine months ended September 30, 2013 and 2012, management fee and rental income from the unconsolidated affiliate amounted to approximately $27,000 and $81,000, respectively. | |
On July 31, 2012, the Company effected a repurchase of 8,000,000 shares of Common Stock involving an affiliate (See Note 9). | |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Basis of Accounting, Policy [Policy Text Block] | ' |
Basis of Presentation | |
The interim consolidated financial statements included herein have been prepared by Wilhelmina International, Inc. (“Wilhelmina” or the “Company”) and subsidiaries without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Although certain information and footnote disclosures normally included in the 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 financial position, results of operations and cash flows for such periods. It is recommended that these interim unaudited consolidated financial statements be read in conjunction with the 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, 2012, as amended. 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_3_Line_of_Credit_Details
Note 3 - Line of Credit (Details) (USD $) | Jan. 02, 2012 | Nov. 14, 2013 | Apr. 29, 2011 | Sep. 30, 2013 | Oct. 24, 2012 | Jan. 02, 2012 | Sep. 30, 2013 | Oct. 24, 2012 | Jan. 02, 2012 | Sep. 30, 2013 |
Subsequent Event [Member] | Credit Agreement [Member] | Credit Agreement Amendment [Member] | Credit Agreement Amendment [Member] | Credit Agreement Amendment [Member] | Second Credit Agreement Amendment [Member] | Second Credit Agreement Amendment [Member] | Credit Agreement Amendment [Member] | Minimum [Member] | ||
Second Credit Agreement Amendment [Member] | ||||||||||
Note 3 - Line of Credit (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | $500,000 | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Increase In Borrowing Capacity | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' |
Line of Credit Facility, Amount Outstanding | ' | 1,100,000 | ' | ' | ' | 500,000 | ' | 1,500,000 | ' | ' |
Line of Credit Facility, Borrowing Base Percentage Of Collateral Modified To | ' | ' | ' | ' | ' | ' | ' | 75.00% | 65.00% | ' |
Line of Credit Facility, Borrowing Base Percentage Of Collateral Modified From | ' | ' | ' | ' | ' | 80.00% | ' | 65.00% | ' | ' |
Line of Credit Facility, Covenant Compliance Net Worth Increase To | ' | ' | ' | ' | ' | 21,250,000 | ' | 5,000,000 | ' | ' |
Line of Credit Facility, Covenant Compliance Net Worth Increase From | $20,000,000 | ' | ' | ' | $22,000,000 | ' | ' | $21,250,000 | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | 2.00% | ' | ' | 1.00% | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% |
Note_4_Restricted_Cash_Details
Note 4 - Restricted Cash (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 |
Disclosure Text Block Supplement [Abstract] | ' | ' | ' |
Restricted Cash and Cash Equivalents, Noncurrent | $222,000 | $222,000 | $222,000 |
Note_5_Licensing_Agreements_an1
Note 5 - Licensing Agreements and Deferred Revenue (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Apr. 30, 2012 | |
Product Licensing [Member] | Product Licensing [Member] | Product Licensing [Member] | Product Licensing [Member] | Product Licensing [Member] | Product Licensing [Member] | Product Licensing [Member] | |||||
Note 5 - Licensing Agreements and Deferred Revenue (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Licenses Revenue | $134,000 | $633,000 | $507,000 | $1,478,000 | $108,000 | $543,000 | $180,000 | $978,000 | ' | ' | ' |
Deferred Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 716,000 |
Recognition of Deferred Revenue | ' | ' | ' | ' | ' | ' | ' | ' | $61,000 | $183,000 | ' |
Note_6_Commitments_and_Conting1
Note 6 - Commitments and Contingencies (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Mar. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2010 | Mar. 31, 2013 | Dec. 31, 2010 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Balance [Member] | Foreign Withholding Claims [Member] | Foreign Withholding Claims [Member] | Foreign Withholding Claims 2006 And 2008 [Member] | Foreign Withholding Claims 2006 And 2008 [Member] | Penalties And Interest [Member] | Non-Compete Provision [Member] | Minimum [Member] | Maximum [Member] | |||||
Note 6 - Commitments and Contingencies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employment Agreement Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | '3 years |
Due to Employees | ' | $1,747,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employment Agreement Non-Compete Term Minimum | ' | '6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employment Agreement Non-Compete Term Maximum | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contractual Obligation, Due in Next Twelve Months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,290,000 | ' | ' |
Employment Agreement Non-Compete Cost Paid | 168,000 | 0 | 515,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss Contingency, Estimate of Possible Loss | ' | ' | ' | ' | ' | ' | 726,000 | ' | 197,000 | ' | ' | ' | ' |
Loss Contingency, Loss in Period | ' | ' | ' | ' | ' | 223,000 | ' | ' | ' | 26,000 | ' | ' | ' |
Payments for Legal Settlements | ' | ' | ' | ' | ' | ' | ' | 454,000 | ' | ' | ' | ' | ' |
Business Combination, Contingent Consideration, Liability | ' | ' | ' | $509,000 | $454,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Note_7_Share_Capital_Details
Note 7 - Share Capital (Details) (USD $) | 9 Months Ended | 9 Months Ended | 1 Months Ended | ||
Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Apr. 24, 2013 | Apr. 25, 2013 | |
Rights Plan [Member] | Standstill Agreement [Member] | Standstill Agreement [Member] | |||
Note 7 - Share Capital (Details) [Line Items] | ' | ' | ' | ' | ' |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $0.01 | $0.01 | ' | ' | ' |
Common Stock Owned by Shareholders Percentage | ' | ' | 5.00% | ' | ' |
Common Stock Additional Shares Percentage | ' | ' | 1.00% | ' | ' |
Common Stock Shareholder Ownership Level Percentage | ' | ' | 5.00% | ' | ' |
Common Stock Ownership Penalty Exemption Percentage | 5.00% | ' | ' | ' | ' |
Number of Rights Authorized (in Shares) | 1 | ' | ' | ' | ' |
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $0.01 | ' | ' | ' | ' |
Share Price (in Dollars per share) | $10 | ' | ' | ' | ' |
Beneficial Shares Owned In Excess (in Shares) | ' | ' | ' | 10,000,000 | ' |
Number of Shares Beneficially Owned (in Shares) | ' | ' | ' | 10,000,000 | 6,701,857 |
Percentage of Beneficial Ownership Exceeding | ' | ' | ' | ' | 4.99% |
Note_8_Income_Taxes_Details
Note 8 - Income Taxes (Details) (USD $) | Sep. 30, 2013 |
Income Tax Disclosure [Abstract] | ' |
Deferred Tax Assets, Operating Loss Carryforwards | $3,500,000 |
Note_9_Treasury_Stock_Details
Note 9 - Treasury Stock (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Jul. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Nov. 14, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Subsequent Event [Member] | Subsequent Event [Member] | Broker Dealer [Member] | ||||
Note 9 - Treasury Stock (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Stock Repurchase Program, Authorized Amount (in Dollars) | ' | ' | $10,000,000 | ' | ' | ' |
Stock Repurchased During Period, Shares (in Shares) | 8,000,000 | 1,773,536 | 9,770,991 | ' | 82,300 | 8,000,000 |
Treasury Stock Acquired, Average Cost Per Share (in Dollars per share) | ' | $0.17 | $0.13 | $0.13 | $0.18 | ' |
Stock Repurchased During Period, Value (in Dollars) | ' | $307,726 | $1,227,000 | $1,549,732 | $15,005 | ' |
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | ' | ' | 1,770,991 | ' | ' | ' |
Stock Repurchase Program, Additional Shares Authorized | ' | 10,000,000 | ' | ' | ' | ' |
Treasury Stock, Shares | ' | 11,554,527 | 9,770,991 | 11,626,827 | ' | ' |
Note_10_Related_Parties_Detail
Note 10 - Related Parties (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jul. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Rent [Member] | Services Agreement [Member] | Management Fee and Rental Income [Member] | Management Fee and Rental Income [Member] | NCM [Member] | NCM [Member] | |||||
Note 10 - Related Parties (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Shares Owned By Related Party (in Shares) | ' | ' | 48,614,513 | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Expenses from Transactions with Related Party | ' | ' | $24,000 | ' | $2,500 | $8,000 | ' | ' | ' | ' |
Due to Related Parties, Current | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 |
Revenue from Related Parties | ' | ' | ' | ' | ' | ' | $27,000 | $81,000 | ' | ' |
Stock Repurchased During Period, Shares (in Shares) | 8,000,000 | 1,773,536 | ' | 9,770,991 | ' | ' | ' | ' | ' | ' |