Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 11, 2014 | |
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 | ' | 5,870,302 |
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-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Consolidated_Balance_Sheets_Cu
Consolidated Balance Sheets (Current Period Unaudited) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Cash and cash equivalents | $2,898 | $2,776 |
Accounts receivable, net of allowance for doubtful accounts of $660 and $571 | 13,981 | 11,327 |
Deferred tax asset | 1,246 | 1,659 |
Prepaid expenses and other current assets | 541 | 257 |
Total current assets | 18,666 | 16,019 |
Property and equipment, net of accumulated depreciation of $618 and $493 | 957 | 831 |
Trademarks and trade names with indefinite lives | 8,467 | 8,467 |
Other intangibles with finite lives, net of accumulated amortization of $8,133 and $7,888 | 204 | 449 |
Goodwill | 12,563 | 12,563 |
Restricted cash | 222 | 222 |
Other assets | 195 | 340 |
Total assets | 41,274 | 38,891 |
LIABILITIES AND SHAREHOLDERS’ EQUITY | ' | ' |
Accounts payable and accrued liabilities | 4,400 | 2,969 |
Due to models | 9,591 | 8,669 |
Total current liabilities | 13,991 | 11,638 |
Amegy credit facility | ' | 800 |
Deferred income tax liability | 1,287 | 1,287 |
Total long-term liabilities | 1,287 | 2,087 |
Total liabilities | 15,278 | 13,725 |
Preferred stock, $0.01 par value, 10,000,000 shares authorized; none outstanding | ' | ' |
Common stock, $0.01 par value, 12,500,000 shares authorized; 5,870,302 shares issued and outstanding at June 30, 2014 and December 31, 2013 | 65 | 65 |
Treasury stock 601,705, at cost | -1,637 | -1,637 |
Additional paid-in capital | 86,696 | 86,589 |
Accumulated deficit | -59,128 | -59,851 |
Total shareholders’ equity | 25,996 | 25,166 |
Total liabilities and shareholders’ equity | $41,274 | $38,891 |
Consolidated_Balance_Sheets_Cu1
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts Receivable, allowance for doubtful accounts (in Dollars) | $660 | $571 |
Property and equipment, accumulated depreciation (in Dollars) | 618 | 493 |
Other intangibles with finite lives, accumulated amortization (in Dollars) | $8,133 | $7,888 |
Preferred stock, par value, (in Dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 12,500,000 | 12,500,000 |
Common stock,shares issued | 5,870,302 | 5,870,302 |
Common stock, shares outstanding | 5,870,302 | 5,870,302 |
Treasury stock shares | 601,705 | 601,705 |
Unaudited_Consolidated_Stateme
Unaudited Consolidated Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Revenues | ' | ' | ' | ' |
Revenues | $19,528 | $15,978 | $37,664 | $29,893 |
License fees and other income | 100 | 172 | 200 | 373 |
Total revenues | 19,628 | 16,150 | 37,864 | 30,266 |
Model costs | 14,206 | 11,232 | 26,963 | 21,048 |
Revenues net of model costs | 5,422 | 4,918 | 10,901 | 9,218 |
Operating expenses | ' | ' | ' | ' |
Salaries and service costs | 3,249 | 2,846 | 6,354 | 5,643 |
Office and general expenses | 1,083 | 794 | 2,178 | 1,612 |
Amortization and depreciation | 110 | 393 | 370 | 783 |
Corporate overhead | 374 | 324 | 653 | 644 |
Total operating expenses | 4,816 | 4,357 | 9,555 | 8,682 |
Operating income | 606 | 561 | 1,346 | 536 |
Other income (expense): | ' | ' | ' | ' |
Equity in Earnings (loss) of 50% owned subsidiary earnings | 5 | -15 | -15 | 2 |
Interest income | 2 | 2 | 4 | 4 |
Interest expense | ' | -16 | -8 | -28 |
7 | -29 | -19 | -22 | |
Income before provision for income taxes | 613 | 532 | 1,327 | 514 |
Provision for income taxes | ' | ' | ' | ' |
Current | 54 | 179 | 191 | 217 |
Deferred | 168 | ' | 413 | ' |
222 | 179 | 604 | 217 | |
Net income applicable to common stockholders | $391 | $353 | $723 | $297 |
Basic net income per common share (in Dollars per share) | $0.07 | $0.06 | $0.12 | $0.05 |
Diluted net income per common share (in Dollars per share) | $0.07 | $0.06 | $0.12 | $0.05 |
Weighted average common shares outstanding-basic (in Shares) | 5,870 | 5,984 | 5,870 | 5,984 |
Weighted average common shares outstanding-diluted (in Shares) | 5,968 | 6,045 | 5,942 | 6,034 |
Unaudited_Consolidated_Stateme1
Unaudited Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Net income | $723 | $297 |
Amortization and depreciation | 370 | 783 |
Share based payment expense | 107 | 72 |
Deferred income taxes | 413 | ' |
(Increase) in accounts receivable | -2,654 | -397 |
(Increase) in prepaid expenses and other assets | -139 | -102 |
Increase (decrease) in due to models | 922 | -245 |
(Decrease) in foreign withholding claim | ' | -428 |
Increase in accounts payable and accrued liabilities | 1,431 | 813 |
Net cash provided by operating activities | 1,173 | 793 |
Purchase of property and equipment | -251 | -48 |
Net cash used in investing activities | -251 | -48 |
Cash flows from financing activities: | ' | ' |
(Decrease) in earnout liability | 0 | -20 |
Proceeds from Amegy line of credit | ' | 500 |
Repayment of Amegy line of credit | -800 | -650 |
Net cash used in financing activities | -800 | -170 |
Net increase in cash and cash equivalents | 122 | 575 |
Cash and cash equivalents, beginning of period | 2,776 | 1,145 |
Cash and cash equivalents, end of period | 2,898 | 1,720 |
Cash paid for interest | 8 | 28 |
Cash paid for income taxes | 239 | 130 |
Decrease in earnout liability from indemnification receivable offset | ' | $454 |
Note_1_Basis_of_Presentation
Note 1 - Basis of Presentation | 6 Months Ended |
Jun. 30, 2014 | |
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, 2013, 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. | |
On July 11, 2014, the Company effected a reverse stock split of the Company's common stock at a ratio of one share for twenty shares. The Company has retroactively adjusted, for all periods presented, all the share information to reflect this reverse stock split in the accompanying consolidated financial statements and notes. | |
Note_2_Business_Activity
Note 2 - Business Activity | 6 Months Ended |
Jun. 30, 2014 | |
Disclosure Text Block [Abstract] | ' |
Nature of Operations [Text Block] | ' |
Note 2. Business Activity | |
Overview | |
The primary business of Wilhelmina 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 Thailand, Dubai, Vancouver and Tokyo. 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 | 6 Months Ended |
Jun. 30, 2014 | |
Debt Disclosure [Abstract] | ' |
Debt Disclosure [Text Block] | ' |
Note 3. Line of Credit | |
On October 24, 2012, the Company executed and closed the second amendment (the “Second Credit Agreement Amendment”) to its revolving 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. | |
Under the terms of the Second Credit Agreement Amendment, (1) total availability under the revolving credit facility is $5,000, (2) the borrowing base is derived from 75% of eligible accounts receivable (as defined) and (3) the Company’s minimum net worth covenant is $22,000. In addition, the maturity date of the facility is October 15, 2015. 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 is prime rate plus 1%. | |
On July 31, 2014, the Company executed and closed the third amendment (the “Third Credit Agreement Amendment”) to its revolving facility with Amegy. The terms of the Third Credit Agreement Amendment are essentially the same as in the Second Credit Agreement Amendment with the exception of the ability to issue up to $300 of standby letters of credit. Outstanding letters of credit will reduce the Company’s availability under the facility. | |
As of August 11, 2014, the Company had no outstanding borrowings or letters of credit under the revolving credit facility. | |
Note_4_Restricted_Cash
Note 4 - Restricted Cash | 6 Months Ended |
Jun. 30, 2014 | |
Disclosure Text Block Supplement [Abstract] | ' |
Restricted Assets Disclosure [Text Block] | ' |
Note 4. Restricted Cash | |
At June 30, 2014 and 2013, the Company had approximately $222 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_Commitments_and_Conting
Note 5 - Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
Note 5. 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, asserting claims for alleged breach of Mr. Patterson’s expired employment agreement (the “Employment Agreement”) with Wilhelmina International, defamation, and declaratory relief with respect to the alleged invalidity and unenforceability of the Employment Agreement’s non-competition and non-solicitation provisions. The Company and Wilhelmina International asserted counterclaims against Mr. Patterson for breach of the Employment Agreement, breach of fiduciary duty, and injunctive relief. On May 23, 2014, the court granted the defendants’ motion to dismiss Mr. Patterson’s defamation claim, and granted Mr. Patterson’s cross-motion for leave to file an amended defamation claim. Patterson filed an Amended Complaint on May 15, 2014, repeating the claims for alleged breach of contract and declaratory relief, and filing and amended defamation claim. The Company and Wilhelmina International filed an Answer to the Amended Complaint on June 17, 2014, and again asserted counterclaims for breach of contract, breach of fiduciary duty, and for injunctive relief. Patterson replied to those counterclaims on June 27, 2014. The parties are currently engaged in discovery. The Company believes Mr. Patterson’s claims are without merit and intends to vigorously defend itself and pursue the counterclaims. | |
On October 24, 2013, a purported class action lawsuit brought by former Wilhelmina model Alex Shanklin and others (the “Shanklin Litigation”), naming the Company’s subsidiaries Wilhelmina International and Wilhelmina Models, Inc. (the “Wilhelmina Subsidiary Parties”), was initiated in New York State Supreme Court (New York County) by the same lead counsel who represented plaintiffs in the prior, now-dismissed action brought by Louisa Raske (the “Raske Litigation”). The claims in the Shanklin Litigation include breach of contract and unjust enrichment and are alleged to arise out of matters relating to those matters 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 in the Shanklin Litigation include other model management companies, advertising firms, and certain advertisers. The Company believes the claims are without merit and intends to vigorously defend itself and its subsidiaries. On January 6, 2014, the Wilhelmina Subsidiary Parties moved to dismiss the Amended Complaint in the Shanklin Litigation for failure to state a cause of action upon which relief can be granted and other grounds, and other defendants have also filed motions to dismiss. 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. The defendants’ motions to dismiss were orally argued on July 28, 2014, at which time the court took the motions under advisement. The court has stayed all discovery in the case pending resolution of these motions. | |
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, in the Company's opinion, to have a material adverse effect on its consolidated financial position or its results of operations. | |
As of June 30, 2014, a number of the Company’s employees were covered by employment agreements that vary in length from one to three years. As of June 30, 2014, total compensation payable under the remaining contractual term of these agreements was approximately $2,366. 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 June 30, 2014, 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 $1,809. During the six months ended June 30, 2014 and 2013, the Company paid approximately 18 of compensation cost in connection with certain non-compete and contractual arrangements of former employees. | |
Note_6_Share_Capital
Note 6 - Share Capital | 6 Months Ended |
Jun. 30, 2014 | |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
Note 6. 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 500,000 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 500,000 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 500,000 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. | |
On July 10, 2014, the Company entered into a Fourteenth Amendment (the “Fourteenth Amendment”) to the Company’s Rights Agreement .The Fourteenth Amendment, among other things, (i) amends the definition of Acquiring Person (as defined in the Rights Agreement) to provide that no reporting person on the Newcastle-Lorex Schedule 13D (as defined below) (each, a “Newcastle-Lorex Schedule 13D Reporting Person”) shall be deemed to be an Acquiring Person solely by virtue of (a) the Mutual Support Agreement dated August 25, 2008, as amended on October 18, 2010, between Newcastle, Lorex Investments AG, Dieter Esch, Brad Krassner and Krassner Family Investments L.P. (and any agreement in respect of acquiring, holding, voting or disposing of any securities of the Company contained therein) (the “Mutual Support Agreement”) or (b) any shares of the Company’s common stock that may be deemed to be beneficially owned by, or otherwise attributed to, a Newcastle-Lorex Schedule 13D Reporting Person (but not owned directly by such Newcastle-Lorex Schedule 13D Reporting Person) solely by virtue of the existence of the Mutual Support Agreement or such Newcastle-Lorex Schedule 13D Reporting Person’s membership in any Section 13(d) “group” that may be considered to exist among Newcastle-Lorex Schedule 13D Reporting Persons, as reported pursuant to the Newcastle-Lorex Schedule 13D (“Attributed Shares”), (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 the existence of the Mutual Support Agreement or any Attributed Shares, (iii) provides that a Distribution Date (as defined in the Rights Agreement) shall not be deemed to have occurred solely by virtue of the existence of the Mutual Support Agreement or any Attributed Shares and (iv) provides that neither existence of the Mutual Support Agreement nor any Attributed Shares shall be deemed to be events that cause the Rights (as defined in the Rights Agreement) to become exercisable. The “Newcastle-Lorex Schedule 13D” means the Schedule 13D dated June 19, 2014 jointly filed by Newcastle, Newcastle Capital Group, L.L.C., Newcastle Capital Management, L.P., NCM Services Inc., the Schwarz 2012 Family Trust, Mark E. Schwarz, John Murray, Clinton Coleman, James Dvorak, Lorex Investments AG, Dieter Esch and Peter Marty, as may be subsequently amended; provided that both Newcastle Partners, L.P. and Lorex Investments A.G. are reporting persons thereon. | |
The Company's Board of Directors approved the implementation of the Reverse Stock Split and the applicable ratio of one-for-twenty on July 7, 2014. On July 11, 2014, the Company filed a certificate of amendment to the Company's restated certificate of incorporation (the “Certificate of Amendment”) which effected a reverse stock split (the “Reverse Stock Split”) of the Company's Common Stock at a ratio of one share for twenty shares. The Company's stockholders previously approved the granting of authority to the Company’s Board of Directors to effect a reverse stock split at a ratio between one-for-ten and one-for-forty at the Company’s annual meeting of stockholders held on September 26, 2013. | |
The Certificate of Amendment provided that, effective as of 5:00pm (Eastern Time) on July 11, 2014, every twenty outstanding shares of Common Stock were combined automatically into one share of Common Stock. Fractional shares resulting from the Reverse Stock Split were cancelled and stockholders otherwise entitled to a fractional share will receive a cash payment in lieu of the fractional share based on the average of the last reported sales price of the Common Stock as quoted on the OTCBB for the five business days prior to the effectiveness of the Reverse Stock Split (which average price is $.30). The Certificate of Amendment also proportionally reduced the Company’s authorized shares of Common Stock from 250,000,000 million shares to 12,500,000 shares. The rights and privileges of the holders of the Common Stock are unaffected by the Reverse Stock Split. | |
Trading of the Common Stock on a split-adjusted basis began at the opening of trading on July 14, 2014. | |
Note_7_Income_Taxes
Note 7 - Income Taxes | 6 Months Ended |
Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Tax Disclosure [Text Block] | ' |
Note 7. 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 taxes. 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 December 31, 2013, the Company had federal income tax loss carryforwards of approximately $3,500, which begin expiring in 2019. A portion of the Company’s federal net operating loss carryforwards were utilized to offset federal taxable income generated during the three and six months ended June 30, 2014. Realization of the Company’s carryforwards is dependent on future taxable income. As defined in the Internal Revenue Code, ownership changes may limit the amount of net operating loss carryforwards that can be utilized annually to offset future taxable income. | |
As of December 31, 2013, management determined that the deferred tax asset ("DTA") valuation allowance of approximately $2,500 should be reversed. The decision to reverse the DTA valuation allowance was based on the sustained profitability by the Company in recent years and management’s expectation of sufficient profitability in subsequent years to fully utlize the net operating losses. Deferred tax expense of $168 and $ 413 for the three and six months ended June 30, 2014, respectively, represents recognition of the Company’s deferred tax assets (mainly, utilization of the Company’s NOL’s during the period). | |
Note_8_Treasury_Stock
Note 8 - Treasury Stock | 6 Months Ended |
Jun. 30, 2014 | |
Disclosure Text Block Supplement [Abstract] | ' |
Treasury Stock [Text Block] | ' |
Note 8. 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 500,000 shares of its outstanding Common Stock. During August 2013, the Board of Directors renewed and extended the Company’s share repurchase authority to enable it to repurchase up to an additional 500,000 shares of 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 Third Credit Agreement Amendment. | |
In total, the Company has repurchased 601,705 shares of Common Stock at an average price of approximately $2.72 per share, for a total of approximately $1,637 under the foregoing stock repurchase program. No shares were repurchased during the six months ended June 30, 2014. | |
Note_9_Related_Parties
Note 9 - Related Parties | 6 Months Ended |
Jun. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
Note 9. Related Parties | |
As of June 30, 2014, Mark Schwarz, the Chairman, Chief Executive Officer and Portfolio Manager of Newcastle Capital Management, L.P. (“NCM”), and John Murray, Chief Financial Officer of NCM, held the following executive officer and board of director positions with the Company: Chairman of the Board and Executive Chairman, and Chief Financial Officer, respectively. NCM is the General Partner of Newcastle, which owns 2,430,726 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 approximately $3 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 $23 and $45 for the three and six months ended June 30, 2014 and 2013, respectively. The Company owed NCM $0 as of June 30, 2014 and 2013, 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. Management fee and rental income from the unconsolidated affiliate amounted to approximately $28 and $56 for each of the three and six months ended June 30, 2014 and 2013. | |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
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, 2013, 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_1_Basis_of_Presentation_D
Note 1 - Basis of Presentation (Details) | 0 Months Ended | 6 Months Ended |
Jul. 11, 2014 | Jul. 11, 2014 | |
Subsequent Event [Member] | ||
Reverse Stock Split [Member] | ||
Note 1 - Basis of Presentation (Details) [Line Items] | ' | ' |
Stockholders' Equity Note, Stock Split, Conversion Ratio | 20 | 20 |
Note_3_Line_of_Credit_Details
Note 3 - Line of Credit (Details) (USD $) | Aug. 14, 2014 | Oct. 24, 2012 | Oct. 24, 2012 | Oct. 24, 2012 | Jul. 31, 2014 |
Subsequent Event [Member] | Second Credit Agreement Amendment [Member] | Second Credit Agreement Amendment [Member] | Second Credit Agreement Amendment [Member] | Third Credit Agreement Amendment [Member] | |
Revolving Credit Facility [Member] | Prime Rate [Member] | Standby Letters of Credit [Member] | |||
Note 3 - Line of Credit (Details) [Line Items] | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | $5,000,000 | ' | ' | $300,000 |
Line of Credit Facility, Borrowing Base Percentage Of Collateral Modified To | ' | ' | ' | 75.00% | ' |
Line of Credit Facility Covenant Compliance Net Worth | ' | ' | ' | 22,000,000 | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | 1.00% | ' | ' |
Long-term Line of Credit | $0 | ' | ' | ' | ' |
Note_4_Restricted_Cash_Details
Note 4 - Restricted Cash (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | |||
Disclosure Text Block Supplement [Abstract] | ' | ' | ' |
Restricted Cash and Cash Equivalents, Noncurrent | $222 | $222 | $222 |
Note_5_Commitments_and_Conting1
Note 5 - Commitments and Contingencies (Details) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Note 5 - Commitments and Contingencies (Details) [Line Items] | ' | ' |
Due to Employees | $2,366 | ' |
Employment Agreement Non-Compete Term Minimum | '6 months | ' |
Employment Agreement Non-Compete Term Maximum | '1 year | ' |
Employment Agreement Non-Compete Cost Paid | 18 | 18 |
Non-Compete Provision [Member] | ' | ' |
Note 5 - Commitments and Contingencies (Details) [Line Items] | ' | ' |
Contractual Obligation, Due in Next Twelve Months | $1,809 | ' |
Minimum [Member] | ' | ' |
Note 5 - Commitments and Contingencies (Details) [Line Items] | ' | ' |
Employment Agreement Term | '1 year | ' |
Maximum [Member] | ' | ' |
Note 5 - Commitments and Contingencies (Details) [Line Items] | ' | ' |
Employment Agreement Term | '3 years | ' |
Note_6_Share_Capital_Details
Note 6 - Share Capital (Details) (USD $) | 0 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | ||||||||
Jul. 11, 2014 | Jul. 11, 2014 | Jul. 10, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Apr. 24, 2013 | Apr. 25, 2013 | Apr. 25, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Sep. 26, 2013 | Sep. 26, 2013 | |
Chez [Member] | Chez [Member] | Chez [Member] | Series A Preferred Stock [Member] | Rights Plan [Member] | Minimum [Member] | Maximum [Member] | ||||||
Standstill Agreement [Member] | Thirteenth Amendment [Member] | Thirteenth Amendment [Member] | Rights Plan [Member] | |||||||||
Note 6 - Share Capital (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | ' | ' | ' | $0.01 | $0.01 | ' | ' | ' | ' | $0.01 | ' | ' |
Common Stock Shareholder Ownership Level Percentage,Subject to Penalty | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' |
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 | $0.01 | ' | ' | ' | $0.01 | ' | ' | ' |
Share Price (in Dollars per share) | ' | $0.30 | ' | ' | ' | ' | ' | ' | $10 | ' | ' | ' |
Beneficial Shares Owned In Excess (in Shares) | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' |
Number of Shares Beneficially Owned (in Shares) | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' |
Percentage of Beneficial Ownership Exceeding | ' | ' | ' | ' | ' | ' | 4.99% | ' | ' | ' | ' | ' |
Common Stock, Shares, Outstanding (in Shares) | ' | ' | ' | 5,870,302 | 5,870,302 | ' | ' | 6,701,857 | ' | ' | ' | ' |
Common Stock, Shares, Ownership Maximum (in Shares) | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' |
Stockholders' Equity Note, Stock Split, Conversion Ratio | 20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10 | 40 |
Common Stock, Shares Authorized (in Shares) | ' | 12,500,000 | 250,000,000 | 12,500,000 | 12,500,000 | ' | ' | ' | ' | ' | ' | ' |
Note_7_Income_Taxes_Details
Note 7 - Income Taxes (Details) (USD $) | 3 Months Ended | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | ' | ' | $3,500 |
Deferred Tax Assets, Valuation Allowance | ' | ' | 2,500 |
Deferred Income Tax Expense (Benefit) | $168 | $413 | ' |
Note_8_Treasury_Stock_Details
Note 8 - Treasury Stock (Details) (USD $) | 1 Months Ended | 6 Months Ended | 24 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Aug. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Disclosure Text Block Supplement [Abstract] | ' | ' | ' | ' |
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | ' | ' | ' | 500,000 |
Stock Repurchase Program, Additional Shares Authorized | 500,000 | ' | ' | ' |
Stock Repurchased During Period, Shares | ' | 0 | 601,705 | ' |
Treasury Stock Acquired, Average Cost Per Share (in Dollars per share) | ' | ' | $2.72 | ' |
Stock Repurchased During Period, Value (in Dollars) | ' | ' | $1,637 | ' |
Note_9_Related_Parties_Details
Note 9 - Related Parties (Details) (USD $) | 6 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 15 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 |
NCM [Member] | NCM [Member] | Monthly Rent [Member] | Services Agreement [Member] | Services Agreement [Member] | Services Agreement [Member] | Services Agreement [Member] | Management Fee and Rental Income [Member] | Management Fee and Rental Income [Member] | Management Fee and Rental Income [Member] | Management Fee and Rental Income [Member] | ||
Note 9 - Related Parties (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Shares Owned By Related Party (in Shares) | 2,430,726 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Expenses from Transactions with Related Party | ' | ' | ' | $3 | $23 | $45 | $23 | $45 | ' | ' | ' | ' |
Due to Related Parties, Current | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue from Related Parties | ' | ' | ' | ' | ' | ' | ' | ' | $28 | $28 | $56 | $56 |