Wilhelmina International, Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Wilhelmina International, Inc. has submitted its 2023 10-K filing, providing a detailed financial overview for the fiscal year ending December 31, 2023.</b>

AI Summary

Wilhelmina International, Inc. (WHLM) filed a Annual Report (10-K) with the SEC on March 26, 2024. Wilhelmina International, Inc. filed its annual report for the fiscal year ending December 31, 2023. The filing is a Form 10-K, indicating a comprehensive overview of the company's financial performance and condition. The company was formerly known as NEW CENTURY EQUITY HOLDINGS CORP, BILLING CONCEPTS CORP, and BILLING INFORMATION CONCEPTS CORP. The filing includes details on various assets such as Leasehold Improvements, Computer Equipment, and Furniture & Fixtures as of December 31, 2023. The report covers financial data for the fiscal years 2022 and 2023, with specific figures for revenue and other financial metrics.

Why It Matters

For investors and stakeholders tracking Wilhelmina International, Inc., this filing contains several important signals. This 10-K filing provides investors with crucial, up-to-date information on Wilhelmina International's financial health, operational performance, and strategic direction for the past fiscal year. Understanding the details within this report is essential for assessing the company's current market position, potential risks, and future growth prospects.

Risk Assessment

Risk Level: medium — Wilhelmina International, Inc. shows moderate risk based on this filing. The company's former names and the SIC code suggest a history of business evolution, which could indicate past restructuring or strategic shifts that may impact current operations or investor perception.

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 10-K to understand Wilhelmina International's performance and outlook.

Key Numbers

• 20231231 — Fiscal Year End (Reported period)
• 20240326 — Filing Date (Date of submission)
• 001-36589 — SEC File Number (Company's SEC file number)
• 742781950 — IRS Number (Company's IRS number)

Key Players & Entities

• Wilhelmina International, Inc. (company) — Filer name
• NEW CENTURY EQUITY HOLDINGS CORP (company) — Former company name
• BILLING CONCEPTS CORP (company) — Former company name
• BILLING INFORMATION CONCEPTS CORP (company) — Former company name
• 200 CRESCENT COURT (address) — Business and mailing address
• DALLAS (location) — City for business and mailing address
• TX (location) — State for business and mailing address
• 75201 (postal_code) — ZIP code for business and mailing address

FAQ

Industry Context

The company operates within the Services-Management Consulting Services sector, as indicated by its SIC code 8742.

Regulatory Implications

This filing is made in accordance with the Securities Exchange Act of 1934, requiring public companies to submit regular financial disclosures.

What Investors Should Do

1. Analyze the detailed financial statements for revenue, net income, and other key performance indicators.
2. Review the risk factors section to understand potential challenges and uncertainties facing the company.
3. Examine any disclosures related to executive compensation or significant business segments.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K.
• 2024-03-26: Filing Date — Date the 10-K was officially filed with the SEC.

Year-Over-Year Comparison

This is the initial filing analyzed, so no comparison to a previous filing is available.

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value WHLM Nasdaq Capital Marke
• $260 billion — nd Internet) estimated to have exceeded $260 billion in recent years, North America is the w
• $2,500 — facilities on a month-to-month basis at $2,500 per month, pursuant to a services agree

Filing Documents

• whlm20231231_10k.htm (10-K) — 893KB
• ex_638035.htm (EX-14.1) — 42KB
• ex_637833.htm (EX-31.1) — 12KB
• ex_637834.htm (EX-31.2) — 12KB
• ex_637835.htm (EX-32.1) — 5KB
• ex_637836.htm (EX-32.2) — 5KB
• ex_637837.htm (EX-97.1) — 17KB
• 0001171843-24-001610.txt (&nbsp;) — 4457KB
• whlm-20231231.xsd (EX-101.SCH) — 33KB
• whlm-20231231_def.xml (EX-101.DEF) — 253KB
• whlm-20231231_lab.xml (EX-101.LAB) — 264KB
• whlm-20231231_pre.xml (EX-101.PRE) — 284KB
• whlm-20231231_cal.xml (EX-101.CAL) — 58KB
• whlm20231231_10k_htm.xml (XML) — 548KB

BUSINESS

BUSINESS 4 ITEM 1A.

RISK FACTORS

RISK FACTORS 7 ITEM 1B. UNRESOLVED STAFF COMMENTS 7 ITEM 1C. CYBERSECURITY 8 ITEM 2.

PROPERTIES

PROPERTIES 9 ITEM 3.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 9 ITEM 4. MINE SAFETY DISCLOSURES 9 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 10 ITEM 6. RESERVED 10 ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 11 ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 17 ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 17 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 17 ITEM 9A.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 17 ITEM 9B. OTHER INFORMATION 18 ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 18 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 19 ITEM 11.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 19 ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 19 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 19 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 19 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 20 ITEM 16. FORM 10-K SUMMARY 22

FORWARD LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS This Annual Report on Form 10-K contains certain " forward-looking statements " as such term is defined in Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the " Exchange Act " ), and the Private Securities Litigation Reform Act of 1995. Such forward looking statements relating to the Company and its subsidiaries are based on the beliefs of the Company ' s management as well as information currently available to the Company ' s management. When used in this report, the words " anticipate, " " believe, " " estimate, " " expect " and " intend " and words or phrases of similar import, as they relate to the Company or Company management, are intended to identify forward-looking statements. Such statements reflect the current risks, uncertainties, and assumptions related to certain factors including, without limitation, competitive factors, general economic conditions, the interest rate environment, governmental regulation and supervision, seasonality, changes in industry practices, one-time events, and other factors described herein and in other filings made by the Company with the SEC. Should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. The Company does not undertake any obligation to publicly update these forward-looking statements. As a result, you should not place undue reliance on these forward-looking statements. PART I

BUSINESS

ITEM 1. BUSINESS DESCRIPTION OF THE WILHELMINA BUSINESS Overview The primary business of Wilhelmina is fashion model management. 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. Headquartered in New York City, Wilhelmina has grown to include operations located in Los Angeles, Miami, and London, as well as a network of licensees. Wilhelmina provides traditional, full-service fashion model and talent management services, specializing in the representation and management of models, entertainers, athletes and other talent, to various clients, including retailers, designers, advertising agencies, print and electronic media, and catalog companies. The Company maintains a website at https://www.wilhelmina.com. The Aperture division operates in New York, Los Angeles and Miami, representing actors and models, for film, television, and commercials. Aperture also represents influencers for brand campaigns and endorsements. Wilhelmina London Limited ("London"), a wholly owned subsidiary of Wilhelmina International, Inc., was acquired in January 2015. The London subsidiary establishes a footprint for the Company in Western Europe, provides a base of operations to service the Company's European clients, and serves as a new talent development office for European models and artists. Organization and Operating Divisions The Company acquired the predecessor companies constituting its current primary business in 2008. The Company conducts its business through operating divisions and subsidiaries engaged in fashion model management and other complementary businesses. These business activities are focused on the following key areas: Fashion model and social media influencer management Celebrity management Licensing and branding associations Fashion Model and Social Media Influencer Management Wilhelmina is focused on provid

RISK FACTORS

ITEM 1A. RISK FACTORS Not applicable to smaller reporting company.

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS None. 7

CYBERSECURITY

ITEM 1C. CYBERSECURITY RISK MANAGEMENT AND STRATEGY We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program includes a cybersecurity incident response plan. Our cybersecurity risk management program is designed to identify, assess, and manage the cybersecurity risks that are relevant to our business and is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas. Our cybersecurity risk management program includes: risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise information technology environment; managing (i) our cybersecurity risk assessment processes, (ii) our security controls, and (iii) our response to cybersecurity incidents; the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; carrying cyber risk insurance that provides protection (as specified in the applicable policies) against certain potential costs and losses arising from a cybersecurity incident; regular communications to all employees from management informing of the types of threats to be aware of and procedure to follow when a risk has been identified; requiring employees, as well as contractors who have access to our systems or the data of our employees or customers, to treat information as confidential. We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our oper

PROPERTIES

ITEM 2. PROPERTIES The Company's corporate headquarters are currently located at 5420 Lyndon B Johnson Freeway, Dallas, Texas 75240, which are also the offices of Newcastle Capital Management, L.P. ("NCM"). NCM is the general partner of Newcastle Partners L.P. ("Newcastle"), the Company's largest shareholder. The Company utilizes a portion of NCM's facilities on a month-to-month basis at $2,500 per month, pursuant to a services agreement between the parties. The following table summarizes information with respect to the material facilities of the Company for leased office space and model apartments: Description of Property Area (sq. feet) Lease Expiration Office for California-based operations – Los Angeles, CA 3,887 January 31, 2027 Office for Florida-based operations – Miami, FL 1,113 May 31, 2028 Office for London-based operations – London, UK 995 July 19, 2025 Office for New York-based operations – New York, NY 7,847 May 31, 2030 One model apartment – London, UK 1,400 July 28, 2024 Three model apartments – New York, NY 4,000 January-December 2024 One model apartment – Miami, FL 810 May 31, 2028

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS The disclosures required for this Item 3 Legal Proceedings are provided in Note 5 to the Company's Notes to Consolidated Financial Statements, below.

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 9 PART II

MARKET FOR REGISTRANT ' S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5. MARKET FOR REGISTRANT ' S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The Company's $0.01 par value common stock has traded on the Nasdaq Capital Market under the symbol "WHLM" since September 2014. Previously, the common stock was quoted in the over-the-counter market on the OTC Bulletin Board. As of March 26, 2024 there were 5,157,344 shares of the Company's common stock outstanding held by 437 holders of record. Equity Compensation Plan Information The following table provides information with respect to the Company's equity compensation plans as of December 31, 2023: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by security holders 180,000 $ 5.93 320,000 Equity compensation plans not approved by security holders - - - Total 180,000 $ 5.93 320,000 Additional information regarding equity compensation can be found in the notes to the consolidated financial statements. Issuer Repurchases 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. In 2016, the Board of Directors increased by an additional 500,000 shares the number of shares of the Company's common stock which may be repurchased under its stock repurchase program to an aggregate of 1,500,000 sha

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View this 10-K filing on SEC EDGAR