Wilhelmina International (WHLM) 10-Q 9 Nov 17 2017 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 09, 2017
Document Information [Line Items]
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)		5,381,668
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q3
Amendment Flag	false

Consolidated Balance Sheets (Cu

Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 2,640	$ 5,688
Accounts receivable, net of allowance for doubtful accounts of $2,158 and $1,646, respectively	16,543	16,947
Prepaid expenses and other current assets	287	847
Total current assets	19,470	23,482
Property and equipment, net of accumulated depreciation of $2,134 and $1,525, respectively	3,197	3,206
Trademarks and trade names with indefinite lives	8,467	8,467
Other intangibles with finite lives, net of accumulated amortization of$8,589 and $8,527, respectively	147	210
Goodwill	13,192	13,192
Other assets	115	164
TOTAL ASSETS	44,588	48,721
Current liabilities:
Accounts payable and accrued liabilities	3,916	4,781
Due to models	10,975	14,217
Contingent consideration to seller - current		97
Term loan - current	519	502
Total current liabilities	15,410	19,597
Long term liabilities:
Deferred income tax liability	1,532	1,567
Term loan - non-current	1,756	2,147
Total long-term liabilities	3,288	3,714
Total liabilities	18,698	23,311
Shareholders’ equity:
Common stock, $0.01 par value, 9,000,000 and 12,500,000 shares authorized; 6,472,038 shares issued at September 30, 2017 and December 31, 2016	65	65
Treasury stock, 1,090,370 at September 30, 2017 and December 31, 2016, at cost	(4,893)	(4,893)
Additional paid-in capital	87,748	87,336
Accumulated deficit	(57,065)	(57,048)
Accumulated other comprehensive income (loss)	(35)	50
Total shareholders’ equity	25,890	25,410
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 44,588	$ 48,721

Consolidated Balance Sheets (C3

Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Accounts receivable, allowance for doubtful accounts	$ 2,158	$ 1,646
Property and equipment, accumulated depreciation	2,134	1,525
Other intangibles, accumulated depreciation	$ 8,589	$ 8,527
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	9,000,000	12,500,000
Common stock, shares issued (in shares)	6,472,038	6,472,038
Treasury stock, shares (in shares)	1,090,370	1,090,370

Statements of Operations and Co

Statements of Operations and Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Revenues:
Revenues	$ 18,712	$ 20,880	$ 56,120	$ 64,512
License fees and other income	6	28	34	82
Total revenues	18,718	20,908	56,154	64,594
Model costs	13,265	14,888	39,910	45,952
Revenues net of model costs	5,453	6,020	16,244	18,642
Operating expenses:
Salaries and service costs	3,447	3,708	10,611	11,594
Office and general expenses	1,400	1,381	3,832	4,267
Amortization and depreciation	232	89	672	295
Corporate overhead	236	192	817	768
Total operating expenses	5,315	5,370	15,932	16,924
Operating income	138	650	312	1,718
Other income (expense):
Foreign exchange gain (loss)	(18)	1	(54)	8
Gain (loss) from unconsolidated affiliate	(2)	5	(40)	11
Interest expense	(31)	(21)	(88)	(21)
Revaluation of contingent liability		(30)		(30)
Total other income (expense)	(51)	(45)	(182)	(32)
Income before provision for income taxes	87	605	130	1,686
Provision for income taxes: (expense) benefit
Current	(57)	(281)	(182)	(648)
Deferred income taxes	(4)	(97)	35	(358)
Income tax (expense)	(61)	(378)	(147)	(1,006)
Net income (loss)	26	227	(17)	680
Other comprehensive income (expense):
Foreign currency translation income (expense)	20	(12)	85	(50)
Total comprehensive income	$ 46	$ 215	$ 68	$ 630
Basic net income (loss) per common share (in dollars per share)	$ 0	$ 0.04	$ 0	$ 0.12
Diluted net income (loss) per common share (in dollars per share)	$ 0	$ 0.04	$ 0	$ 0.12
Weighted average common shares outstanding-basic (in shares)	5,382	5,586	5,382	5,716
Weighted average common shares outstanding-diluted (in shares)	5,382	5,637	5,382	5,768

Consolidated Statements of Cash

Consolidated Statements of Cash Flow (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities:
Net income:	$ (17)	$ 680
Adjustments to reconcile net income to net cash used in operating activities:
Amortization and depreciation	672	295
Share based payment expense	412	253
Deferred income taxes	35	(358)
Contingent liability to seller	(97)	30
Bad debt expense	128	40
Changes in operating assets and liabilities:
Accounts receivable	276	(4,832)
Prepaid expenses and other current assets	560	(199)
Other assets	49	108
Due to models	(3,242)	2,585
Accounts payable and accrued liabilities	(865)	1,017
Net cash (used in) provided by operating activities	(2,159)	335
Cash flows from investing activities:
Purchases of property and equipment	(600)	(1,118)
Net cash used in investing activities	(600)	(1,118)
Cash flows from financing activities:
Purchases of treasury stock		(2,775)
Proceeds from term loan		2,730
Repayment of term loan	(374)
Net cash used in financing activities	(374)	(45)
Foreign currency effect on cash flows:	85	(50)
Net change in cash and cash equivalents:	(3,048)	(878)
Cash and cash equivalents, beginning of period	5,688	4,556
Cash and cash equivalents, end of period	2,640	3,678
Supplemental disclosures of cash flow information:
Cash paid for interest	74	21
Cash refund of income taxes	$ 87	$ 320

Note 1 - Basis of Presentation

Note 1 - Basis of Presentation	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
Basis of Accounting [Text Block]	Note 1. The interim consolidated financial statements included herein have been prepared by Wilhelmina International, Inc. (together with its subsidiaries, "Wilhelmina" or the "Company") without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Although certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to those rules and regulations, all adjustments considered necessary in order to make the consolidated financial statements not 10 December 31, 2016. not may

Note 2 - Business

Note 2 - Business	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
Nature of Operations [Text Block]	Note 2. The primary business of Wilhelmina is fashion model management. These business operations are headquartered in New York City. The Company’s predecessor was founded in 1967 one

Note 3 - New Accounting Standar

Note 3 - New Accounting Standards	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
New Accounting Pronouncements and Changes in Accounting Principles [Text Block]	Note 3. Accounting Standard Update (“ASU”) 2015 17, January 1, 2017.

Note 4 - Foreign Currency Trans

Note 4 - Foreign Currency Translation	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
Foreign Currency Disclosure [Text Block]	Note 4. The functional currency of London is the British Pound. Assets and liabilities are translated into U.S. dollars at the exchange rates in effect at each balance sheet date, revenues and expenses are translated at average monthly exchange rates and resulting translation gains or losses are accumulated in other comprehensive income as a separate component of shareholders’ equity.

Note 5 - Line of Credit

Note 5 - Line of Credit	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
Debt Disclosure [Text Block]	Note 5. The Company has a credit agreement with Amegy Bank providing a $4.0 $3.0 October 24, 2016. 80% $20.0 0.5% September 30, 2017, $0.2 $1.5 October 24, 2018. On August 16, 2016, $2.7 4.5% November 2016, 47 60 October 24, 2020. On May 4, 2017, December 31, 2017. June 30, 2017. August 1, 2017, September 30, 2017. The revolving line of credit with Amegy expired by its terms on October 24, 2017. November 8, 2017, one October 24, 2018.

Note 6 - Commitments and Contin

Note 6 - Commitments and Contingencies	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
Commitments and Contingencies Disclosure [Text Block]	Note 6. On October 24, 2013, January 6, 2014, August 11, 2014, March 3, 2014, “may not not not October 6, 2015, June 2016. May 26, 2017. three five two July 18, 2017, August 16, 2017. On June 6, 2016, June 14, 2016, July 18, 2017 ( August 16, 2017, September 29, 2017. August 16 th September 29, 2017. November 16, 2017. 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

Note 7 - Income Taxes

Note 7 - Income Taxes	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
Income Tax Disclosure [Text Block]	Note 7. Generally, the Company’s combined effective tax rate is high relative to reported net income as a result of certain amounts of amortization and depreciation expense, stock based compensation, and corporate overhead not not four September 30, 2017, $1.5

Note 8 - Shareholder Equity

Note 8 - Shareholder Equity	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
Treasury Stock [Text Block]	Note 8. During 2012, 500,000 2013, 1,000,000 August 12, 2016, 500,000 may 1,500,000 may not may From 2012 September 30, 2017, 1,090,370 $4.49 $4.9 No first nine 2017.

Note 9 - Common Stock

Note 9 - Common Stock	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
Stockholders' Equity Note Disclosure [Text Block]	Note 9. On July 7, 2017, June 13, 2017, 12,500,000 9,000,000

Note 10 - Related Parties

Note 10 - Related Parties	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
Related Party Transactions Disclosure [Text Block]	Note 10. The Executive Chairman of the Company, Mark E. Schwarz, is also the chairman, chief executive officer and portfolio manager of Newcastle Capital Management, L.P. (“NCM”). NCM is the general partner of Newcastle Partners L.P. (“Newcastle”), which is the largest shareholder of the Company. James Dvorak (Managing Director at NCM) also serves as director of the Company. The Company’s corporate headquarters are located at 200 1400, 75201, $2.5 $7.5 $22.5 three nine September 30, 2017 2016. not September 30, 2017. The Company previously owned an unconsolidated 50% 14 December 9, 2016, March 1, 2017, $0.1 December 9, 2016 no

Note 11 - Subsequent Events

Note 11 - Subsequent Events	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
Subsequent Events [Text Block]	Note 11. On November 8, 2017, one October 24, 2018

Note 5 - Line of Credit (Detail

Note 5 - Line of Credit (Details Textual) $ in Thousands	Aug. 16, 2016USD ($)	Sep. 30, 2017USD ($)	Sep. 30, 2016USD ($)
Proceeds from Issuance of Long-term Debt			$ 2,730
Amegy [Member] | Credit Agreement After Fifth Amendment [Member]
Debt Agreement, Borrowing Base Percentage of Collateral Modified From		80.00%
Debt Agreement, Covenant Compliance, Minimum Net Worth		$ 20,000
Debt Instrument, Interest Rate, Stated Percentage	4.50%
Long-term Debt, Number of Monthly Payments, Principal and Interest	47
Debt Instrument, Amortization Period	5 years
Amegy [Member] | Credit Agreement After Fifth Amendment [Member] | Revolving Credit Facility [Member]
Debt Agreement, Maximum Borrowing Capacity		4,000
Line of Credit Facility, Additional Borrowing Capacity		1,500
Amegy [Member] | Credit Agreement After Fifth Amendment [Member] | Term Loan [Member]
Debt Agreement, Maximum Borrowing Capacity		$ 3,000
Proceeds from Issuance of Long-term Debt	$ 2,700
Amegy [Member] | Credit Agreement After Fifth Amendment [Member] | Term Loan [Member] | Prime Rate [Member]
Debt Instrument, Basis Spread on Variable Rate		0.50%
Amegy [Member] | Credit Agreement After Fifth Amendment [Member] | Standby Letters of Credit [Member]
Line of Credit Facility, Maximum Borrowing Capacity		$ 200

Note 7 - Income Taxes (Details

Note 7 - Income Taxes (Details Textual) $ in Millions	Sep. 30, 2017USD ($)
Number of States in which Entity Operates	4
Operating Loss Carryforwards	$ 1.5

Note 8 - Shareholder Equity (De

Note 8 - Shareholder Equity (Details Textual) - USD ($) $ / shares in Units, $ in Millions	Aug. 12, 2016	Sep. 30, 2017	Sep. 30, 2017	Dec. 31, 2013	Dec. 31, 2012
Stock Repurchase Program, Number of Shares Authorized to be Repurchased	1,500,000			1,000,000	500,000
Stock Repurchase Program, Additional Shares Authorized	500,000
Treasury Stock, Shares, Acquired		0	1,090,370
Treasury Stock Acquired, Average Cost Per Share			$ 4.49
Treasury Stock, Value, Acquired, Cost Method			$ 4.9

Note 9 - Common Stock (Details

Note 9 - Common Stock (Details Textual) - shares	Sep. 30, 2017	Jul. 07, 2017	Dec. 31, 2016
Common Stock, Shares Authorized	9,000,000	9,000,000	12,500,000

Note 10 - Related Parties (Deta

Note 10 - Related Parties (Details Textual) - USD ($)	Mar. 01, 2017	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Due to Related Parties, Current		$ 0		$ 0
Wilhelmina Kids and Creative Management, LLC [Member]
Equity Method Investment, Ownership Percentage	50.00%
Services Agreements [Member]
Related Party Transaction, Expenses from Transactions with Related Party		$ 7,500	$ 7,500	22,500	$ 22.50
NCM [Member]
Related Party Transaction, Monthly Rent				$ 2,500
Wilhelmina Kids and Creative Management, LLC [Member] | Payments to Liquidate Enterprise [Member]
Related Party Transaction, Amounts of Transaction	$ 100,000

Note 11 - Subsequent Events (De

Note 11 - Subsequent Events (Details Textual)	Nov. 08, 2017
Subsequent Event [Member] | Amegy [Member] | Revolving Credit Facility [Member] | Credit Agreement after Sixth Amendment [Member]
Debt Instrument, Term	1 year