Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 29, 2016 | Jun. 30, 2015 | |
Entity Registrant Name | Wilhelmina International, Inc. | ||
Entity Central Index Key | 1,013,706 | ||
Trading Symbol | whlm | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding (in shares) | 5,781,676 | ||
Entity Public Float | $ 12,391,792 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 4,556,000 | $ 5,869,000 |
Accounts receivable, net of allowance for doubtful accounts of $1,041 and $679 | 13,184,000 | 12,482,000 |
Deferred tax asset | 1,358,000 | 1,986,000 |
Prepaid expenses and other current assets | 191,000 | 252,000 |
Total current assets | 19,289,000 | 20,589,000 |
Property and equipment, net of accumulated depreciation of $1,026 and $762 | 2,111,000 | 1,333,000 |
Trademarks and trade names with indefinite lives | 8,467,000 | 8,467,000 |
Other intangibles with finite lives, net of accumulated amortization of $8,431 and $8,222 | 306,000 | 115,000 |
Goodwill | 13,192,000 | 12,563,000 |
Other assets | 405,000 | 136,000 |
Total assets | 43,770,000 | 43,203,000 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 3,772,000 | 4,310,000 |
Due to models | 9,745,000 | 10,011,000 |
Total current liabilities | 13,517,000 | $ 14,321,000 |
Long term liabilities | ||
Contingent consideration payable | 67,000 | |
Deferred income tax liability | 2,407,000 | $ 2,332,000 |
Total long-term liabilities | 2,474,000 | 2,332,000 |
Total liabilities | 15,991,000 | 16,653,000 |
Shareholders’ equity: | ||
Preferred stock, $0.01 par value, 10,000,000 shares authorized; none issued | 0 | 0 |
Common stock, $0.01 par value, 12,500,000 shares authorized; 6,472,038 shares issued at December 31, 2015 and 2014 | 65,000 | 65,000 |
Treasury stock 683,654 and 602,818 shares in 2015 and 2014, at cost | (2,118,000) | (1,643,000) |
Additional paid-in capital | 86,987,000 | 86,778,000 |
Accumulated deficit | (57,143,000) | $ (58,650,000) |
Accumulated other comprehensive income | (12,000) | |
Total shareholders’ equity | 27,779,000 | $ 26,550,000 |
Total liabilities and shareholders’ equity | $ 43,770,000 | $ 43,203,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts receivable, allowance for doubtful accounts | $ 1,041 | $ 679 |
Property and equipment, accumulated depreciation | 1,026 | 762 |
Other intangibles, accumulated depreciation | $ 8,431 | $ 8,222 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 12,500,000 | 12,500,000 |
Common stock, shares issued (in shares) | 6,472,038 | 6,472,038 |
Treasury stock, shares (in shares) | 683,654 | 602,818 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Other Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues | ||
Service revenues | $ 83,309 | $ 76,414 |
License fees and other income | 491 | 396 |
Total revenues | 83,800 | 76,810 |
Model costs | 59,896 | 54,780 |
Revenues net of model costs | 23,904 | 22,030 |
Operating expenses | ||
Salaries and service costs | 15,150 | 13,035 |
Office and general expenses | 4,976 | 4,645 |
Amortization and depreciation | 474 | 603 |
Corporate overhead | 909 | 1,212 |
Total operating expenses | 21,509 | 19,495 |
Operating income | 2,395 | 2,535 |
Other income (expense): | ||
Foreign exchange loss | (118) | (42) |
Loss from unconsolidated affiliate | (40) | $ (42) |
Gain on revaluation of contingent consideration payable | $ 104 | |
Interest income | $ 6 | |
Interest expense | (8) | |
Total other income (expense) | $ (54) | (86) |
Income before provision for income taxes | 2,341 | 2,449 |
Provision for income taxes: (expense) benefit | ||
Current | (208) | (530) |
Deferred | (626) | (718) |
(834) | (1,248) | |
Net income | 1,507 | $ 1,201 |
Other comprehensive loss, net of tax: | ||
Foreign currency translation loss | (12) | |
Total other comprehensive loss | (12) | |
Total comprehensive income | $ 1,495 | $ 1,201 |
Basic income per common share (in dollars per share) | $ 0.26 | $ 0.20 |
Diluted income per common share (in dollars per share) | $ 0.25 | $ 0.20 |
Weighted average common shares outstanding-basic (in shares) | 5,852 | 5,869 |
Weighted average common shares outstanding-diluted (in shares) | 5,955 | 5,872 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balances (in shares) at Dec. 31, 2013 | 6,472 | (602) | ||||
Balances at Dec. 31, 2013 | $ 65 | $ (1,637) | $ 86,589 | $ (59,851) | $ 25,166 | |
Share based payment expense | 189 | 189 | ||||
Net income common shareholders | 1,201 | 1,201 | ||||
Purchase of Treasury Stock (in shares) | (1) | |||||
Purchase of Treasury Stock | $ (6) | (6) | ||||
Balances (in shares) at Dec. 31, 2014 | 6,472 | (603) | ||||
Balances at Dec. 31, 2014 | $ 65 | $ (1,643) | 86,778 | (58,650) | $ 26,550 | |
Foreign currency translation | ||||||
Share based payment expense | 209 | $ 209 | ||||
Net income common shareholders | 1,507 | 1,507 | ||||
Purchase of Treasury Stock (in shares) | (81) | |||||
Purchase of Treasury Stock | $ (475) | (475) | ||||
Balances (in shares) at Dec. 31, 2015 | 6,472 | (684) | ||||
Balances at Dec. 31, 2015 | $ 65 | $ (2,118) | $ 86,987 | $ (57,143) | $ (12) | 27,779 |
Foreign currency translation | $ (12) | $ (12) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 1,507,000 | $ 1,201,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Amortization and depreciation | 474,000 | 603,000 |
Share based payment expense | 209,000 | $ 189,000 |
Gain on revaluation of contingent consideration payable | 104,000 | |
Bad debts expense | 172,000 | |
Deferred income taxes | 626,000 | $ 718,000 |
Changes in operating assets and liabilities: | ||
(Increase) in accounts receivable | (519,000) | (1,155,000) |
(Increase) decrease in prepaid expenses and other current assets | (198,000) | 209,000 |
(Decrease) increase in due to models | (777,000) | 1,342,000 |
(Decrease) increase in accounts payable and accrued liabilities | (906,000) | 1,341,000 |
Net cash provided by operating activities | 484,000 | 4,448,000 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,028,000) | $ (771,000) |
Purchase of Wilhelmina London, net | $ (282,000) | |
Proceeds from sale of restricted certificate of deposit | $ 222,000 | |
Net cash used in investing activities | $ (1,310,000) | (549,000) |
Cash flows from financing activities | ||
Repayment of Amegy line of credit | (800,000) | |
Purchases of treasury stock | $ (475,000) | (6,000) |
Net cash used in financing activities | (475,000) | $ (806,000) |
Foreign currency effect on cash flow | (12,000) | |
Net (decrease) increase in cash and cash equivalents | (1,313,000) | $ 3,093,000 |
Cash and cash equivalents, beginning of period | 5,869,000 | 2,776,000 |
Cash and cash equivalents, end of period | 4,556,000 | $ 5,869,000 |
Non-cash investing and financing activities: | ||
Issuance of contingent consideration to seller | $ 171,000 | |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | $ 8,000 | |
Cash paid for income taxes | $ 284,000 | $ 298,000 |
Note 1 - Business Activity
Note 1 - Business Activity | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | Note 1. Business Activity Overview The primary business of Wilhelmina International, Inc. (together with its subsidiaries "Wilhelmina" or the "Company") is fashion model management. These business operations are headquartered in New York City. The Company’s predecessor was founded in 1967 by Wilhelmina Cooper, a renowned fashion model, and became one of the oldest, best known and largest fashion model management companies in the world. Since its founding, Wilhelmina has grown to include operations located in Los Angeles, Miami, London and Chile, as well as a network of licensees in various local markets in the U.S. and several international markets. 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 clients, including retailers, designers, advertising agencies, print and electronic media and catalog companies. Reverse Stock Split On July 11, 2014, the Company effected a one-for-twenty reverse split of its outstanding Common Stock. The Company has retroactively adjusted all share information to reflect the reverse stock split in the accompanying consolidated financial statements and notes. Business Acquisition On January 5, 2015, the Company purchased 100% of the outstanding shares of Union Models Management Ltd. in London and renamed it Wilhelmina London Limited (“London”). The strategic acquisition of London establishes a footprint for the Company in Western Europe. It also serves as a base of operations to service the Company’s European clients and as a new talent development office for European models and artists. The purchase price of $1,321 includes $171 of discounted value of contingent consideration assuming London achieves certain performance benchmarks during the post-closing period. These amounts are due to the former seller in the post-closing period subject to achieving these performance benchmarks. The purchase price net of cash acquired was $453, of which $282 was paid at the time of the closing. The Company reduced the contingent consideration to $67 since London did not achieve the initial benchmark at December 31, 2015. The resulting gain on revaluation is included in other income. The remaining contingent consideration payable is due on February 4, 2017, if London achieves its performance benchmark for the year ending December 31, 2016. Under the purchase method of accounting, the purchase price was allocated to the net tangible and intangible assets acquired and liabilities assumed, based on the fair value of the assets and liabilities of London in accordance with ASC 805. The intangible assets acquired included intangible assets with finite lives, such as customer relationships and talent relationships, which are being amortized on a straight line basis over their estimated useful lives ranging from two to eight years. The remaining acquired intangible assets were allocated to non-amortizable goodwill. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of completion of the London transaction. (in thousands) Fair value of operating assets acquired: Cash $ 868 Accounts receivable 355 Other current assets 10 Equipment 15 Total operating assets acquired 1,248 Fair value of intangible assets acquired: Other intangible assets with finite lives 400 Goodwill, not tax deductible 629 Total intangible assets acquired 1,029 Total assets acquired 2,277 Fair value of liabilities assumed: Accounts payable and accrued liabilities 360 Due to models 511 Indemnification seller basket 8 Deferred income tax liability 77 Total liabilities assumed 956 Total net assets acquired $ 1,321 Revenues of $2,533 and operating loss of $362, including the non-recurring costs associated with acquisition and transition of $175, related to London are included in the Company’s consolidated results from the effective date of the acquisition. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | Note 2. Summary of Significant Accounting Policies The consolidated financial statements are prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”). The following is a summary of significant policies used in the preparation of the accompanying financial statements. Principles of Consolidation and Basis of Presentation The financial statements include the consolidated accounts of Wilhelmina and its wholly owned subsidiaries. Wilhelmina also owns a non-consolidated 50% interest in Wilhelmina Kids & Creative Management LLC which is accounted for under the equity method of accounting. All significant inter-company accounts and transactions have been eliminated in the consolidation. Revenue Recognition In compliance with GAAP, when reporting revenue gross as a principal versus net as an agent, the Company assesses whether the Company, the model or the talent is the primary obligor. The Company evaluates the terms of its model, talent and client agreements as part of this assessment. In addition, the Company gives appropriate consideration to other key indicators such as latitude in establishing price, discretion in model or talent selection and credit risk the Company undertakes. The Company operates broadly as a modeling agency and in those relationships with models and talents where the key indicators suggest the Company acts as a principal, the Company records the gross amount billed to the client as revenue, when the revenues are earned and collectability is reasonably assured, and the related costs incurred to the model or talent as model or talent cost. In other model and talent relationships, where the Company believes the key indicators suggest the Company acts as an agent on behalf of the model or talent, the Company records revenue, when the revenues are earned and collectability is reasonably assured, net of pass-through model or talent cost. The Company also recognizes management fees as revenues for providing services to other modeling agencies as well as consulting income in connection with services provided to a television production network according to the terms of the contract. The Company recognizes royalty income when earned based on terms of the contractual agreement. Revenues received in advance are deferred and amortized using the straight-line method over periods pursuant to the related contract. The Company also records fees from licensees when the revenues are earned and collectability is reasonably assured. Advances to models for the cost of initial portfolios and other out-of-pocket costs, which are reimbursable only from collections from the Company’s clients as a result of future work, are expensed to model costs as incurred. Any repayments of such costs are credited to model costs in the period received. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates that affect the amounts reported in the consolidated financial statements and the accompanying notes. Accounting estimates and assumptions discussed herein are those that management considers to be the most critical to an understanding of the consolidated financial statements because they inherently involve significant judgments and uncertainties. All of these estimates reflect management’s judgment about current economic and market conditions and their effects based on information available as of the date of these consolidated financial statements. If such conditions persist longer or deteriorate further than expected, it is reasonably possible that the judgments and estimates could change, which may result in future impairments of assets among other effects. Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are accounted for at net realizable value, do not bear interest and are short-term in nature. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability to collect on accounts receivable. Based on management’s assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit to the valuation allowance. During 2015, the Company increased its allowance to $1,041, with a $172 corresponding charge to earnings. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. The Company generally does not require collateral. Concentrations of Credit Risk The balance sheet items that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable. The Company maintains its cash balances in several different financial institutions in New York, Los Angeles, Miami, London and the Republic of Chile. Balances in accounts other than “noninterest-bearing transaction accounts” are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $250 per institution. At December 31, 2015, the Company had cash balances in excess of FDIC insurance coverage of approximately $2,574. Concentrations of credit risk with accounts receivable are mitigated by the Company’s large number of clients and their dispersion across different industries and geographical areas. The Company performs ongoing credit evaluations of its clients and maintains an allowance for doubtful accounts based upon the expected collectability of all accounts receivable. Property and Equipment Property and equipment are stated at cost. Depreciation and amortization, based upon the estimated useful lives (ranging from two to seven years) of the assets or terms of the leases, are computed by use of the straight-line method. Leasehold improvements are amortized based upon the shorter of the terms of the leases or asset lives. When property and equipment are retired or sold, the cost and accumulated depreciation and amortization are eliminated from the related accounts and gains or losses, if any, are reflected in the consolidated statement of operations. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined that impairment has occurred, the amount of the impairment is charged to operations. Depreciation expense totaled $264 and $269 for the years ended December 31, 2015 and 2014, respectively. Goodwill and Intangible Assets Goodwill consists primarily of customer and talent relationships arising from past business acquisitions. Intangible assets with finite lives are amortized over useful lives ranging from two to seven years. Goodwill and intangible assets with indefinite lives are no longer subject to amortization, but rather to an annual assessment of impairment by applying a fair-value based test. A significant amount of judgment is required in estimating fair value and performing goodwill impairment tests. The Company annually assesses whether the carrying value of its intangible assets exceeds their fair value and, if necessary, records an impairment loss equal to any such excess. Each interim reporting period, the Company assesses whether events or circumstances have occurred which indicate that the carrying amount of an intangible asset exceeds its fair value. If the carrying amount of the intangible asset exceeds its fair value, an asset impairment charge will be recognized in an amount equal to that excess. No asset impairment charges were incurred during the years ended December 31, 2015 and 2014. Advertising The Company expenses all advertising costs as incurred. Advertising expense for the year ended December 31, 2015 approximated $308 compared to $286 for the year ended December 31, 2014. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax base and operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company continually assesses the need for a tax valuation allowance based on all available information. As of December 31, 2015, the Company believes that its deferred tax assets are more likely than not to be realized, and therefore, no valuation allowance has been recorded. Accounting for uncertainty in income taxes recognized in an enterprise’s financial statements requires a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Also, consideration should be given to de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Tax positions are subject to change in the future, as a number of years may elapse before a particular matter for which an established reserve is audited and finally resolved. Federal tax returns for tax years 2012 through 2014 remain open for examination as of December 31, 2015. Stock-Based Compensation The Company utilizes stock-based awards as a form of compensation for employees and officers. The Company records compensation expense for all awards granted. The Company uses the Black-Scholes valuation model and straight-line amortization of compensation expense over the requisite service period for each separately vesting portion of the grants. Fair Value Measurements The Company has adopted the provisions of ASC 820, “Fair Value Measurements” (“ASC 820”), for financial assets and financial liabilities. ASC 820 defines fair value, establishes a framework for measuring fair value under GAAP, and expands disclosure about fair value measurements. ASC 820 applies to all financial instruments that are being measured and reported on a fair value basis. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs used in valuation methodologies into the following three levels: • Level 1 Inputs-Unadjusted: quoted prices in active markets for identical assets or liabilities. • Level 2 Inputs-Observable: inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 Inputs-Unobservable: inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or other valuation techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. |
Note 3 - Notes Payable
Note 3 - Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 3. Notes Payable On November 10, 2015, the Company executed and closed the Fourth Amendment to Credit Agreement (the “Fourth Credit Agreement Amendment”) with Amegy National Bank National Association (“Amegy”) effective October 24, 2015. The Fourth Credit Agreement Amendment includes a $7,000 facility under which there is an extension of the revolving line of credit along with a term loan. Under the terms of the Fourth Credit Agreement, the total availability of $7,000 is subject to a borrowing base derived from 80% of eligible accounts receivable (as defined) and the Company’s minimum net worth covenant of $20,000. The revolving line of credit is due on October 24, 2016 with interest paid monthly at prime plus 0.50%. The term loan, which is currently undrawn, would be payable in 60 monthly payments, interest only at 4.25% until November 2016 followed by 47 equal monthly payments of principal and interest computed based on a 60-month amortization schedule and a final payment of principal and interest due on October 24, 2019. The revolving facility contains the ability to issue up to $500 of standby letters of credit. Outstanding letters of credit reduce the Company’s availability under the facility. As of December 31, 2015, the Company had no outstanding borrowings under the revolving credit facility or the term loan. |
Note 4 - Operating Leases
Note 4 - Operating Leases | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Leases of Lessee Disclosure [Text Block] | Note 4. Operating Leases The Company is obligated under non-cancelable lease agreements for the rental of office space and various other lease agreements for the leasing of office equipment. These operating leases expire at various dates through 2020. In addition to the minimum base rent, the office space lease agreements provide that the Company shall pay its pro-rata share of real estate taxes and operating costs as defined in the lease agreement. The Company also leases, pursuant to a services agreement (see Note 9), certain corporate office space. Future minimum payments under the lease agreements are summarized as follows: Years Ending Amount 2016 $ 1,393 2017 1,115 2018 970 2019 954 2020 1,037 $ 5,469 Rent expense totaled approximately $1,751 and $1,692 for the years ended December 31, 2015 and 2014, respectively. |
Note 5 - Commitments and Contin
Note 5 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 5. Commitments and Contingencies On October 24, 2013, a purported class action lawsuit was brought against the Company by former Wilhelmina model Alex Shanklin and others (the “Shanklin Litigation”), in New York State Supreme Court (New York County) by the same lead counsel who represented plaintiffs in a prior, now-dismissed action brought by Louisa Raske (the “Raske Litigation”). The claims in the Shanklin Litigation initially included breach of contract and unjust enrichment allegations arising out of matters similar to the Raske Litigation, such as the handling and reporting of funds on behalf of models and the use of model images. Other parties named as defendants in the Shanklin Litigation include other model management companies, advertising firms, and certain advertisers. On January 6, 2014, the Company moved to dismiss the Amended Complaint in the Shanklin Litigation for failure to state a claim upon which relief can be granted and other grounds, and other defendants also filed motions to dismiss. On August 11, 2014, the court denied the motion to dismiss as to Wilhelmina and other of the model management defendants. Further, on March 3, 2014, the judge assigned to the Shanklin Litigation wrote the Office of the New York Attorney General bringing the case to its attention, generally describing the claims asserted therein against the model management defendants, and stating that the case “may involve matters in the public interest.” The judge’s letter also enclosed a copy of his decision in the Raske Litigation, which dismissed that case. Plaintiffs have retained substitute counsel, who has filed a Second Amended Complaint. Plaintiffs’ Second Amended Complaint asserts causes of action for alleged breaches of the plaintiffs' management contracts with the defendants, conversion, breach of the duty of good faith and fair dealing, and unjust enrichment. The Second Amended Complaint also alleges that the plaintiff models were at all relevant times employees, and not independent contractors, of the model management defendants, and that defendants violated the New York Labor Law in several respects, including, among other things, by allegedly failing to pay the models the minimum wages and overtime pay required thereunder, not maintaining accurate payroll records, and not providing plaintiffs with full explanations of how their wages and deductions therefrom were computed. The Second Amended Complaint seeks certification of the action as a class action, damages in an amount to be determined at trial, plus interest, costs, attorneys’ fees, and such other relief as the court deems proper. On October 6, 2015, Wilhelmina filed a motion to dismiss as to most of the claims in the Second Amended Complaint. The motion to dismiss has been fully briefed, and the Court has scheduled a hearing on the motion to dismiss for April 2016. The Company believes the claims asserted in the Second Amended Complaint are without merit, and intends to continue to vigorously defend the action. 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 December 31, 2015, a number of the Company’s employees were covered by employment agreements that vary in length from one to two years. As of December 31, 2015, total compensation payable under the remaining contractual terms of these agreements was approximately $4,175. 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 December 31, 2015, 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 $3,498. During the years ended December 31, 2015 and 2014, the Company paid $78 and $13 compensation cost in connection with certain non-compete and contractual arrangements of former employees. |
Note 6 - Share Capital
Note 6 - Share Capital | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | Note 6. Share Capital On July 11, 2014, the Company filed a certificate of amendment to its restated certificate of incorporation which effected a one-for-twenty reverse split of the Common Stock pursuant to previous authorization of the Company’s board of directors and stockholders. Fractional shares resulting from the reverse stock split were cancelled and stockholders otherwise entitled to a fractional share received a cash payment in lieu thereof. As a result of the reverse stock split, the Company’s authorized shares of Common Stock were proportionally reduced from 250,000,000 shares to 12,500,000 shares. The rights and privileges of the holders of the Common Stock were unaffected by the reverse stock split. 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 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, from the penalties of the Rights Plan 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. Absent an exemption, 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 one share of Common Stock. Prior to exercise, however, a Right does not give its holder any dividend, voting or liquidation rights. |
Note 7 - Income Taxes
Note 7 - Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 7. Income Taxes The income tax (expense) benefit is comprised of the following (in thousands): Year Ended December 31, 2015 Year Ended December 31, 2014 Current: Federal $ (4 ) $ 52 State (24 ) (527 ) Foreign (180 ) (55 ) Total (208 ) (530 ) Deferred: Federal (797 ) (733 ) State 74 15 Foreign 97 - Total (626 ) (718 ) Total $ (834 ) $ (1,248 ) The income tax (expense) benefit differs from the amount computed by applying the statutory federal and state income tax rates to the net income before income tax. The reasons for these differences were as follows (in thousands): Year Ended Year Ended Computed income tax expense at statutory rate $ (815 ) $ (828 ) Increase in taxes resulting from: Permanent and other deductions, net (4 ) (187 ) State income taxes, net of federal benefit (15 ) (233 ) Total income tax (expense) benefit $ (834 ) $ (1,248 ) The tax effect of significant temporary differences, which comprise the deferred tax asset and liability, is as follows (in thousands): 2015 2014 Deferred tax asset: Net operating loss carryforward $ - $ 307 AMT credits 267 352 Accrued expenses 938 1,024 Allowance for doubtful accounts 420 263 Asset impairment 281 281 Stock-based compensation 164 77 Other intangibles 119 - Foreign NOL 20 - Net deferred income tax asset 2,070 2,304 Deferred tax liability: Property and equipment (667 ) (280 ) Intangible assets-brand name (1,798 ) (1,798 ) Goodwill (578 ) (547 ) Other Intangible assets (215 ) (25 ) Net deferred income tax liability (3,259 ) (2,650 ) Net deferred tax asset/(liability) $ (1,049 ) $ (346 ) The Company’s combined effective tax rate differs from the statutory rate due to certain amounts of amortization expense and corporate overhead not deductible or attributable to jurisdictions in which it operates. Currently, the majority of taxes being paid by the Company are state and foreign taxes, not federal taxes. The Company operates in a various state and foreign jurisdictions. The larger jurisdictions are California, New York and Florida. The Company’s combined effective tax rate would be even higher if it were not for federal net operating loss carryforwards available to offset current federal taxable income. The remaining balance of the Company’s Federal net operating loss carryforwards were utilized to offset Federal taxable income generated during the year ended December 31, 2015. |
Note 8 - Treasury Stock
Note 8 - Treasury Stock | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Treasury Stock [Text Block] | Note 8. Treasury Stock During 2012, the Board of Directors authorized a stock repurchase program whereby the Company could repurchase up to 500,000 shares of its outstanding Common Stock. During 2013, the Board of Directors renewed and extended the Company’s share repurchase authority to enable it to repurchase up to an aggregate of 1,000,000 shares of Common Stock. The shares may be repurchased from time-to-time in the open market or through privately negotiated transactions at prices the Company deems appropriate. The program does not obligate the Company to acquire any particular amount of Common Stock and may be modified or suspended at any time at the Company’s discretion. From 2012 through December 31, 2015, the Company has repurchased 683,654 shares of Common Stock at an average price of approximately $3.10 per share, for a total of approximately $2,118 under the foregoing stock repurchase program. During the year ended December 31, 2015, 80,836 shares were repurchased at an average price of $5.86 per share. |
Note 9 - Related Parties
Note 9 - Related Parties | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | Note 9. Related Parties The Executive Chairman of the Company, Mark E. Schwarz, is also the chairman, chief executive officer and portfolio manager of Newcastle Capital Management, L.P. (“NCM”), NCM is the general partner of Newcastle, which is the largest shareholder of the Company. 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 $2.5 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 $30 for the years December 31, 2015 and 2014. The Company did not owe NCM any amounts as of December 31, 2015 and 2014 under the services agreement. The Company has an agreement with the unconsolidated Wilhelmina Kids 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 $110 for the years December 31, 2015 and 2014. |
Note 10 - Stock Options and Sto
Note 10 - Stock Options and Stock Purchase Warrants | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | Note 10. Stock Options and Stock Purchase Warrants During 2012, shareholders of the Company approved the 2011 Incentive Plan which authorized the issuance of up to 300,000 shares of the Common Stock pursuant to stock options, restricted stock, stock appreciation rights and other equity incentives awarded to directors, officers, consultants, advisors and employees of the Company. Although the 2011 Incentive Plan does not terminate until December 31, 2021, stock option awards covering all 300,000 shares of the Common Stock reserved for issuance under the 2011 Incentive Plan had been granted as of December 31, 2014. During 2015, shareholders of the Company approved the 2015 Incentive Plan which authorized the issuance of up to an additional 500,000 shares of the Common Stock pursuant to stock options, restricted stock, stock appreciation rights and other equity incentives awarded to directors, officers, consultants, advisors and employees of the Company. Stock option awards under the 2011 Incentive Plan and the 2015 Incentive Plan (collectively, the “Incentive Plans”) are granted at the market value of the Common Stock on the date of grant, have vesting periods of five years, and expire to the extent unexercised after ten years. Stock option awards covering 10,000 shares and 100,000 shares of the Common Stock were granted during 2015 and 2014, respectively, under the Incentive Plans. No stock options were exercised during either 2015 or 2014. Stock option transactions under the Incentive Plans during 2015 and 2014 may be summarized as follows: Number Weighted Outstanding, January 1, 2014 202,500 $ 3.07 Granted 100,000 5.72 Exercised - Forfeited or expired - - Outstanding, December 31, 2014 302,500 $ 3.95 Granted 10,000 5.64 Exercised - Forfeited or expired (2,500 ) 5.60 Outstanding, December 31, 2015 310,000 $ 4.01 Total unrecognized compensation expense on options outstanding as of December 31, 2015 was $237. Stock options to purchase an aggregate of 135,000 and 75,000 shares, as of December 31, 2015 and 2014, were exercisable and had a weighted average exercise price of $4.01and $3.95 per share, respectively. The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes option pricing model. Expected volatilities are based on the historical volatility of Wilhelmina’s and similar companies’ common stock for a period equal to the expected term. The risk-free interest rates for periods within the contractual term of the options are based on rates for U.S. Treasury Notes with maturity dates corresponding to the options’ expected lives on the dates of grant. Expected term is determined based on the option term of ten years. |
Note 11 - Benefit Plans
Note 11 - Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | Note 11. Benefit Plans The Company has established a 401(k) Plan for eligible employees of the Company. Generally, all employees of the Company who are at least twenty-one years of age are eligible to participate in the 401(k) Plan. The 401(k) Plan is a defined contribution plan which provides that participants may make voluntary salary deferral contributions, on a pretax basis, between 1% and 15% of their compensation in the form of voluntary payroll deductions, up to a maximum amount as indexed for cost-of-living adjustments. The Company may make discretionary contributions. No discretionary contributions were made during the years ended December 31, 2015 and 2014. |
Note 12 - Intangible Assets
Note 12 - Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 12. Intangible Assets As of December 31, 2015 and 2014, intangible assets with finite lives consisted of the following (in thousands): Intangible assets subject to Gross Accumulated Weighted-average 2015 Intangibles: Customer lists $ 3,204 $ (3,162 ) 5.1 Non-compete agreements 1,054 (1,052 ) 6.5 Talent and model contractual relationships 2,846 (2,584 ) 4.1 Employee contractual relationships 1,633 (1,633 ) 5.0 Total $ 8,737 $ (8,431 ) 4.9 2014 Intangibles: Customer lists $ 3,143 $ (3,127 ) 5.1 Non-compete agreements 1,047 (951 ) 6.5 Talent and model contractual relationships 2,514 (2,511 ) 4.0 Employee contractual relationships 1,633 (1,633 ) 5.0 Total $ 8,337 $ (8,222 ) 4.9 Amortization expense totaled $209 and $333 for the years ended December 31, 2015 and 2014, respectively. The remaining amortization of $306 will be amortized over the next 7 years. |
Note 13 - Subsequent Event
Note 13 - Subsequent Event | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | Note 13 – Subsequent Event In January 2016, the Company terminated its prior Chief Executive Officer and hired a new Chief Executive Officer. In connection with the termination of its Chief Executive Officer, the Company has incurred severance costs. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation and Basis of Presentation The financial statements include the consolidated accounts of Wilhelmina and its wholly owned subsidiaries. Wilhelmina also owns a non-consolidated 50% interest in Wilhelmina Kids & Creative Management LLC which is accounted for under the equity method of accounting. All significant inter-company accounts and transactions have been eliminated in the consolidation. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition In compliance with GAAP, when reporting revenue gross as a principal versus net as an agent, the Company assesses whether the Company, the model or the talent is the primary obligor. The Company evaluates the terms of its model, talent and client agreements as part of this assessment. In addition, the Company gives appropriate consideration to other key indicators such as latitude in establishing price, discretion in model or talent selection and credit risk the Company undertakes. The Company operates broadly as a modeling agency and in those relationships with models and talents where the key indicators suggest the Company acts as a principal, the Company records the gross amount billed to the client as revenue, when the revenues are earned and collectability is reasonably assured, and the related costs incurred to the model or talent as model or talent cost. In other model and talent relationships, where the Company believes the key indicators suggest the Company acts as an agent on behalf of the model or talent, the Company records revenue, when the revenues are earned and collectability is reasonably assured, net of pass-through model or talent cost. The Company also recognizes management fees as revenues for providing services to other modeling agencies as well as consulting income in connection with services provided to a television production network according to the terms of the contract. The Company recognizes royalty income when earned based on terms of the contractual agreement. Revenues received in advance are deferred and amortized using the straight-line method over periods pursuant to the related contract. The Company also records fees from licensees when the revenues are earned and collectability is reasonably assured. Advances to models for the cost of initial portfolios and other out-of-pocket costs, which are reimbursable only from collections from the Company’s clients as a result of future work, are expensed to model costs as incurred. Any repayments of such costs are credited to model costs in the period received. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates that affect the amounts reported in the consolidated financial statements and the accompanying notes. Accounting estimates and assumptions discussed herein are those that management considers to be the most critical to an understanding of the consolidated financial statements because they inherently involve significant judgments and uncertainties. All of these estimates reflect management’s judgment about current economic and market conditions and their effects based on information available as of the date of these consolidated financial statements. If such conditions persist longer or deteriorate further than expected, it is reasonably possible that the judgments and estimates could change, which may result in future impairments of assets among other effects. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. |
Receivables, Policy [Policy Text Block] | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are accounted for at net realizable value, do not bear interest and are short-term in nature. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability to collect on accounts receivable. Based on management’s assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit to the valuation allowance. During 2015, the Company increased its allowance to $1,041, with a $172 corresponding charge to earnings. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. The Company generally does not require collateral. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk The balance sheet items that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable. The Company maintains its cash balances in several different financial institutions in New York, Los Angeles, Miami, London and the Republic of Chile. Balances in accounts other than “noninterest-bearing transaction accounts” are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $250 per institution. At December 31, 2015, the Company had cash balances in excess of FDIC insurance coverage of approximately $2,574. Concentrations of credit risk with accounts receivable are mitigated by the Company’s large number of clients and their dispersion across different industries and geographical areas. The Company performs ongoing credit evaluations of its clients and maintains an allowance for doubtful accounts based upon the expected collectability of all accounts receivable. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost. Depreciation and amortization, based upon the estimated useful lives (ranging from two to seven years) of the assets or terms of the leases, are computed by use of the straight-line method. Leasehold improvements are amortized based upon the shorter of the terms of the leases or asset lives. When property and equipment are retired or sold, the cost and accumulated depreciation and amortization are eliminated from the related accounts and gains or losses, if any, are reflected in the consolidated statement of operations. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined that impairment has occurred, the amount of the impairment is charged to operations. Depreciation expense totaled $264 and $269 for the years ended December 31, 2015 and 2014, respectively. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill and Intangible Assets Goodwill consists primarily of customer and talent relationships arising from past business acquisitions. Intangible assets with finite lives are amortized over useful lives ranging from two to seven years. Goodwill and intangible assets with indefinite lives are no longer subject to amortization, but rather to an annual assessment of impairment by applying a fair-value based test. A significant amount of judgment is required in estimating fair value and performing goodwill impairment tests. The Company annually assesses whether the carrying value of its intangible assets exceeds their fair value and, if necessary, records an impairment loss equal to any such excess. Each interim reporting period, the Company assesses whether events or circumstances have occurred which indicate that the carrying amount of an intangible asset exceeds its fair value. If the carrying amount of the intangible asset exceeds its fair value, an asset impairment charge will be recognized in an amount equal to that excess. No asset impairment charges were incurred during the years ended December 31, 2015 and 2014. |
Advertising Costs, Policy [Policy Text Block] | Advertising The Company expenses all advertising costs as incurred. Advertising expense for the year ended December 31, 2015 approximated $308 compared to $286 for the year ended December 31, 2014. |
Income Tax, Policy [Policy Text Block] | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax base and operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company continually assesses the need for a tax valuation allowance based on all available information. As of December 31, 2015, the Company believes that its deferred tax assets are more likely than not to be realized, and therefore, no valuation allowance has been recorded. Accounting for uncertainty in income taxes recognized in an enterprise’s financial statements requires a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Also, consideration should be given to de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Tax positions are subject to change in the future, as a number of years may elapse before a particular matter for which an established reserve is audited and finally resolved. Federal tax returns for tax years 2012 through 2014 remain open for examination as of December 31, 2015. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation The Company utilizes stock-based awards as a form of compensation for employees and officers. The Company records compensation expense for all awards granted. The Company uses the Black-Scholes valuation model and straight-line amortization of compensation expense over the requisite service period for each separately vesting portion of the grants. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements The Company has adopted the provisions of ASC 820, “Fair Value Measurements” (“ASC 820”), for financial assets and financial liabilities. ASC 820 defines fair value, establishes a framework for measuring fair value under GAAP, and expands disclosure about fair value measurements. ASC 820 applies to all financial instruments that are being measured and reported on a fair value basis. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs used in valuation methodologies into the following three levels: • Level 1 Inputs-Unadjusted: quoted prices in active markets for identical assets or liabilities. • Level 2 Inputs-Observable: inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 Inputs-Unobservable: inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or other valuation techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. |
Note 1 - Business Activity (Tab
Note 1 - Business Activity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | (in thousands) Fair value of operating assets acquired: Cash $ 868 Accounts receivable 355 Other current assets 10 Equipment 15 Total operating assets acquired 1,248 Fair value of intangible assets acquired: Other intangible assets with finite lives 400 Goodwill, not tax deductible 629 Total intangible assets acquired 1,029 Total assets acquired 2,277 Fair value of liabilities assumed: Accounts payable and accrued liabilities 360 Due to models 511 Indemnification seller basket 8 Deferred income tax liability 77 Total liabilities assumed 956 Total net assets acquired $ 1,321 |
Note 4 - Operating Leases (Tabl
Note 4 - Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Operating Leases of Lessee Disclosure [Table Text Block] | Years Ending Amount 2016 $ 1,393 2017 1,115 2018 970 2019 954 2020 1,037 $ 5,469 |
Note 7 - Income Taxes (Tables)
Note 7 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Year Ended December 31, 2015 Year Ended December 31, 2014 Current: Federal $ (4 ) $ 52 State (24 ) (527 ) Foreign (180 ) (55 ) Total (208 ) (530 ) Deferred: Federal (797 ) (733 ) State 74 15 Foreign 97 - Total (626 ) (718 ) Total $ (834 ) $ (1,248 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year Ended Year Ended Computed income tax expense at statutory rate $ (815 ) $ (828 ) Increase in taxes resulting from: Permanent and other deductions, net (4 ) (187 ) State income taxes, net of federal benefit (15 ) (233 ) Total income tax (expense) benefit $ (834 ) $ (1,248 ) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2015 2014 Deferred tax asset: Net operating loss carryforward $ - $ 307 AMT credits 267 352 Accrued expenses 938 1,024 Allowance for doubtful accounts 420 263 Asset impairment 281 281 Stock-based compensation 164 77 Other intangibles 119 - Foreign NOL 20 - Net deferred income tax asset 2,070 2,304 Deferred tax liability: Property and equipment (667 ) (280 ) Intangible assets-brand name (1,798 ) (1,798 ) Goodwill (578 ) (547 ) Other Intangible assets (215 ) (25 ) Net deferred income tax liability (3,259 ) (2,650 ) Net deferred tax asset/(liability) $ (1,049 ) $ (346 ) |
Note 10 - Stock Options and S24
Note 10 - Stock Options and Stock Purchase Warrants (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Number Weighted Outstanding, January 1, 2014 202,500 $ 3.07 Granted 100,000 5.72 Exercised - Forfeited or expired - - Outstanding, December 31, 2014 302,500 $ 3.95 Granted 10,000 5.64 Exercised - Forfeited or expired (2,500 ) 5.60 Outstanding, December 31, 2015 310,000 $ 4.01 |
Note 12 - Intangible Assets (Ta
Note 12 - Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets subject to Gross Accumulated Weighted-average 2015 Intangibles: Customer lists $ 3,204 $ (3,162 ) 5.1 Non-compete agreements 1,054 (1,052 ) 6.5 Talent and model contractual relationships 2,846 (2,584 ) 4.1 Employee contractual relationships 1,633 (1,633 ) 5.0 Total $ 8,737 $ (8,431 ) 4.9 2014 Intangibles: Customer lists $ 3,143 $ (3,127 ) 5.1 Non-compete agreements 1,047 (951 ) 6.5 Talent and model contractual relationships 2,514 (2,511 ) 4.0 Employee contractual relationships 1,633 (1,633 ) 5.0 Total $ 8,337 $ (8,222 ) 4.9 |
Note 1 - Business Activity (Det
Note 1 - Business Activity (Details Textual) $ in Thousands | Jan. 05, 2015USD ($) | Jul. 11, 2014 | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Reverse Stock Split [Member] | ||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 20 | |||
Union Model Management [Member] | Minimum [Member] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years | |||
Union Model Management [Member] | Maximum [Member] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 8 years | |||
Union Model Management [Member] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||
Business Combination, Consideration Transferred | $ 1,321 | |||
Business Combination, Consideration Transferred, Discount | 171 | $ 67 | ||
Payments to Acquire Businesses, Net of Cash Acquired | 453 | |||
Payments to Acquire Businesses, Gross | 282 | |||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 2,533 | |||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 362 | |||
Business Combination, Acquisition Related Costs | $ 175 | |||
Payments to Acquire Businesses, Net of Cash Acquired | $ 282 |
Note 1 - Estimated Fair Values
Note 1 - Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) | Jan. 05, 2015USD ($) |
Union Model Management [Member] | |
Cash | $ 868,000 |
Accounts receivable | 355,000 |
Other current assets | 10,000 |
Equipment | 15,000 |
Total operating assets acquired | 1,248,000 |
Other intangible assets with finite lives | 400,000 |
Goodwill, not tax deductible | 629,000 |
Total intangible assets acquired | 1,029,000 |
Total assets acquired | 2,277,000 |
Accounts payable and accrued liabilities | 360,000 |
Due to models | 511,000 |
Indemnification seller basket | 8,000 |
Deferred income tax liability | 77,000 |
Total liabilities assumed | 956,000 |
Total net assets acquired | $ 1,321,000 |
Note 2 - Summary of Significa28
Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Wilhelmina Kids and Creative Management, LLC [Member] | ||
Equity Method Investment, Ownership Percentage | 50.00% | |
Minimum [Member] | ||
Property, Plant and Equipment, Useful Life | 2 years | |
Finite-Lived Intangible Asset, Useful Life | 2 years | |
Maximum [Member] | ||
Property, Plant and Equipment, Useful Life | 7 years | |
Finite-Lived Intangible Asset, Useful Life | 7 years | |
Asset Impairment Charges | $ 0 | $ 0 |
Allowance for Doubtful Accounts Receivable, Period Increase (Decrease) | 1,041,000 | |
Provision for Doubtful Accounts | 172,000 | |
Cash, FDIC Insured Amount | 250,000 | |
Cash, Uninsured Amount | 2,574,000 | |
Depreciation | $ 264,000 | $ 269,000 |
Finite-Lived Intangible Asset, Useful Life | 4 years 328 days | 4 years 328 days |
Advertising Expense | $ 308,000 | $ 286,000 |
Note 3 - Notes Payable (Details
Note 3 - Notes Payable (Details Textual) - Fourth Credit Agreement Amendment [Member] - Amegy [Member] - USD ($) | Nov. 10, 2015 | Dec. 31, 2015 |
Combined Revolving Line of Credit Facility and Term Loan [Member] | ||
Long-term Line of Credit | $ 0 | |
Revolving Credit Facility [Member] | Prime Rate [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |
Standby Letters of Credit [Member] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 500,000 | |
Debt Agreement, Maximum Borrowing Capacity | $ 7,000,000 | |
Debt Agreement, Borrowing Base Percentage of Collateral Modified From | 80.00% | |
Debt Agreement, Covenant Compliance, Minimum Net Worth | $ 20,000,000 | |
Long-term Debt, Number of Monthly Payments | 60 | |
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | |
Long-term Debt, Number of Monthly Payments, Principal and Interest | 47 | |
Debt Instrument, Amortization Period | 60 years |
Note 4 - Operating Leases (Deta
Note 4 - Operating Leases (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Leases, Rent Expense | $ 1,751 | $ 1,692 |
Note 4 - Summary of Future Mini
Note 4 - Summary of Future Minimum Payments Under the Lease Agreements (Details) $ in Thousands | Dec. 31, 2015USD ($) |
2,016 | $ 1,393 |
2,017 | 1,115 |
2,018 | 970 |
2,019 | 954 |
2,020 | 1,037 |
$ 5,469 |
Note 5 - Commitments and Cont32
Note 5 - Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Minimum [Member] | ||
Employment Agreement Term | 1 year | |
Maximum [Member] | ||
Employment Agreement Term | 2 years | |
Scenario Invoking Non Compete Provisions [Member] | ||
Due to Employees | $ 3,498 | |
Employment Agreement Non Compete Term Minimum | 180 days | |
Employment Agreement Non Compete Term Maximum | 1 year | |
Payment for Non-compete Agreements | $ 78 | $ 13 |
Due to Employees | $ 4,175 |
Note 6 - Share Capital (Details
Note 6 - Share Capital (Details Textual) | Jul. 11, 2014shares | Dec. 31, 2015$ / sharesshares | Dec. 31, 2014$ / sharesshares | Jul. 10, 2014shares |
Reverse Stock Split [Member] | ||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 20 | |||
Common Stock, Shares Authorized | 12,500,000 | 250,000,000 | ||
Rights Plan [Member] | Series A Preferred Stock [Member] | ||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | |||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 10 | |||
Rights Plan [Member] | ||||
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 | 1 | |||
Common Stock, Shares Authorized | 12,500,000 | 12,500,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 |
Note 7 - Income Tax Expense (De
Note 7 - Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | ||
Federal | $ (4) | $ 52 |
State | (24) | (527) |
Foreign | (180) | (55) |
Total | (208) | (530) |
Deferred: | ||
Federal | (797) | (733) |
State | 74 | $ 15 |
Foreign | 97 | |
Total | (626) | $ (718) |
Total | $ (834) | $ (1,248) |
Note 7 - Effective Income Tax R
Note 7 - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Computed income tax expense at statutory rate | $ (815) | $ (828) |
Permanent and other deductions, net | (4) | (187) |
State income taxes, net of federal benefit | (15) | (233) |
Total | $ (834) | $ (1,248) |
Note 7 - Summary of Deferred Ta
Note 7 - Summary of Deferred Tax Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax asset: | ||
Net operating loss carryforward | $ 307 | |
AMT credits | $ 267 | 352 |
Accrued expenses | 938 | 1,024 |
Allowance for doubtful accounts | 420 | 263 |
Asset impairment | 281 | 281 |
Stock-based compensation | 164 | $ 77 |
Other intangibles | 119 | |
Foreign NOL | 20 | |
Net deferred income tax asset | 2,070 | $ 2,304 |
Deferred tax liability: | ||
Property and equipment | (667) | (280) |
Intangible assets-brand name | (1,798) | (1,798) |
Goodwill | (578) | (547) |
Other Intangible assets | (215) | (25) |
Net deferred income tax liability | (3,259) | (2,650) |
Net deferred tax asset/(liability) | $ (1,049) | $ (346) |
Note 8 - Treasury Stock (Detail
Note 8 - Treasury Stock (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | 48 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2012 | |
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 500,000 | |||
Stock Repurchase Program, Additional Shares Authorized | 1,000,000 | |||
Stock Repurchased During Period, Shares | 80,836 | 683,654 | ||
Treasury Stock Acquired, Average Cost Per Share | $ 5.86 | $ 3.10 | ||
Stock Repurchased During Period, Value | $ 2,118 |
Note 9 - Related Parties (Detai
Note 9 - Related Parties (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Management Fee And Rental Income [Member] | ||
Revenue from Related Parties | $ 110,000 | $ 110,000 |
Services Agreements [Member] | ||
Related Party Transaction, Expenses from Transactions with Related Party | 30,000 | 30,000 |
N C M [Member] | ||
Due to Related Parties, Current | 0 | $ 0 |
Rent [Member] | ||
Related Party Transaction, Monthly Rent | $ 2,500 |
Note 10 - Stock Options and S39
Note 10 - Stock Options and Stock Purchase Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2012 | |
Incentive Plan 2011 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 300,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 300,000 | ||
Incentive Plan 2015 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 500,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 10,000 | 100,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | 0 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 237 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 135,000 | 75,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 4.01 | $ 3.95 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 10 years |
Note 10 - Summary of Option Act
Note 10 - Summary of Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Outstanding (in shares) | 302,500 | 202,500 |
Outstanding (in dollars per share) | $ 3.95 | $ 3.07 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 10,000 | 100,000 |
Granted (in dollars per share) | $ 5.64 | $ 5.72 |
Outstanding (in shares) | 310,000 | 302,500 |
Outstanding (in dollars per share) | $ 4.01 | $ 3.95 |
Forfeited or expired (in shares) | (2,500) | |
Forfeited or expired (in dollars per share) | $ 5.60 |
Note 11 - Benefit Plans (Detail
Note 11 - Benefit Plans (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Minimum [Member] | ||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 1.00% | |
Maximum [Member] | ||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 15.00% | |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 0 | $ 0 |
Note 12 - Intangible Assets (De
Note 12 - Intangible Assets (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | $ 309 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 309 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 309 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 309 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 309 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Six | 309 | |
Amortization of Intangible Assets | 209 | $ 333 |
Finite-Lived Intangible Assets, Amortization Expense, Year Seven | $ 306 |
Note 12 - Summary of Finite Liv
Note 12 - Summary of Finite Lived Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Customer Lists [Member] | ||
Gross Cost | $ 3,204 | $ 3,143 |
Accumulated Amortization | $ (3,162,000) | $ (3,127,000) |
Finite-Lived Intangible Asset, Useful Life | 5 years 36 days | 5 years 36 days |
Noncompete Agreements [Member] | ||
Gross Cost | $ 1,054 | $ 1,047 |
Accumulated Amortization | $ (1,052,000) | $ (951,000) |
Finite-Lived Intangible Asset, Useful Life | 6 years 182 days | 6 years 182 days |
Talent And Model Contractual Relationships [Member] | ||
Gross Cost | $ 2,846 | $ 2,514 |
Accumulated Amortization | $ (2,584,000) | $ (2,511,000) |
Finite-Lived Intangible Asset, Useful Life | 4 years 36 days | 4 years |
Employment Contracts [Member] | ||
Gross Cost | $ 1,633 | $ 1,633 |
Accumulated Amortization | $ (1,633,000) | $ (1,633,000) |
Finite-Lived Intangible Asset, Useful Life | 5 years | 5 years |
Gross Cost | $ 8,737 | $ 8,337 |
Accumulated Amortization | $ (8,431,000) | $ (8,222,000) |
Finite-Lived Intangible Asset, Useful Life | 4 years 328 days | 4 years 328 days |