WILHELMINA INTERNATIONAL, INC. FORM 10-K

 false 2024 FY 0001013706 P2Y P7Y 7547 7547 8467 8467 P5Y P10Y

 2024-06-30

 2025-03-27

 2024-10-01

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 Table
of Contents

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 _______________

 FORM 10-K

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the Fiscal Year Ended December
31, 2024

 TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the Transition Period from
________ to ________

 Commission File Number 001-36589

 _______________

 WILHELMINA INTERNATIONAL, INC.

 (Exact name of registrant as specified in its charter)

 Delaware

 74-2781950

 (State or other jurisdiction of

 incorporation or organization)

 (IRS Employer

 Identification Number)

 5420 Lyndon B Johnson Freeway, Box #25, Dallas, Texas

 75240

 (Address of principal executive offices)

 (Zip Code)

 ( 214) 661-7488

 (Registrant's telephone number, including
area code)

 Securities Registered Pursuant to Section 12(g)
of the Act: None

 Securities registered pursuant to Section 12(b)
of the Act: None

 Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
 No

 Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
 No

 Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes No

 Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). Yes No

 Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging
growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting
company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 Accelerated Filer

 Accelerated Filer

 Non-Accelerated Filer

 Smaller Reporting Company

 Emerging growth company

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has
filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is
a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The aggregate market value
of the registrant's outstanding common stock held by non-affiliates of the registrant computed by reference to the price at which
the common stock was last sold, as of the last business day of the registrant's most recently completed second fiscal quarter was
approximately $ 5.3 million.

 As of March 27, 2025, the registrant had 4,919,844
shares of common stock outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 The information required
by Part III is incorporated by reference from the registrant's definitive proxy statement to be filed with the Commission pursuant
to Regulation 14A within 120 days after the end of the fiscal year covered by this report.

 Annual Report on Form 10-K

 For the Year Ended December 31, 2024

 PAGE

 ITEM 1.

 BUSINESS

 ITEM 1A.

 RISK FACTORS

 ITEM 1B.

 UNRESOLVED STAFF COMMENTS

 ITEM 1C.

 CYBERSECURITY

 ITEM 2.

 PROPERTIES

 ITEM 3.

 LEGAL PROCEEDINGS

 ITEM 4.

 MINE SAFETY DISCLOSURES

 ITEM 5.

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

 ITEM 6.

 RESERVED

 ITEM 7.

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

 ITEM 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A.

 CONTROLS AND PROCEDURES

 ITEM 9B.

 OTHER INFORMATION

 ITEM 9C.

 DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11.

 EXECUTIVE COMPENSATION

 ITEM 12.

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

 ITEM 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 ITEM 16.

 FORM 10-K SUMMARY

 SIGNATURES

 i

 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.

 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

 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.

 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

 Licensing and branding associations

 Fashion Model and Social Media Influencer Management

 Wilhelmina is focused on providing
fashion modeling talent and social media influencer services to clients such as advertising agencies, branded consumer goods companies,
fashion designers, Internet sites, retailers, department stores, product catalogs and magazine publications.

 The fashion model/talent/influencer
management industry can be divided into many subcategories, including advertising campaigns, catalog/e-commerce, runway, showroom and
editorial work. Advertising work involves modeling for advertisements featuring consumer products such as cosmetics, clothing and
other items to be placed in magazines and newspapers, on billboards and with other types of media. Catalog and e-commerce work involves
modeling of products to be sold through promotional catalogs and Internet commerce sites. Runway work involves modeling at fashion
shows, which primarily take place in Paris, Milan, London and New York City. Showroom work involves on-site modeling of products
at client showrooms and other events and production "fit" work whereby a model serves as the sizing model for apparel items.
Editorial work involves modeling for the cover and editorial sections of magazines and websites. Social media influencer marketing involves
talent promoting products and services to their online followers through authentic, engaging content and posts on social media platforms
like Instagram, TikTok, and YouTube.

 Clients pay for talent to
appear in photo shoots for Internet sites, magazine features, print advertising, direct mail marketing, and product catalogs, as well
as to appear in runway shows to present new designer collections, fit modeling, and on-location presentations and events. In
addition, talent may also appear in film and television commercials. Wilhelmina develops and diversifies its talent portfolio through
a combination of ongoing local, regional and international scouting and talent-search efforts to source new talent, as well as cooperating
with other agencies that represent talent.

 Within its fashion model management
business, Wilhelmina's primary source of service revenue is from model fees and services charges paid by the client for bookings
directly negotiated by the Company. The Company also receives commissions paid on bookings by third-party agencies. Wilhelmina believes
that its model fees, service charges and commission rates are competitive with those of its principal competitors.

 Wilhelmina's fashion
model management operations are organized into divisions called "boards," each of which specializes by the type of models
it represents. Wilhelmina's boards are generally described in the table below.

 Board Name

 Location

 Target Market

 Women

 NYC, LA, Miami, London

 High-end female fashion models

 Men

 NYC, LA, Miami, London

 High-end male fashion models

 Direct

 NYC, LA, Miami, London

 Established/commercial male/female fashion models

 Curve

 NYC, LA, Miami, London

 Full-figured female fashion models

 Showroom

 NYC, LA, Miami

 Live modeling and designer fit clothing modeling

 Fitness

 NYC, LA, Miami

 Athletic models

 Each major board is
headed by a director who manages the agents assigned to the board. The agents of each board act both as bookers (including
promoting models, negotiating fees and contracting work) and as talent scouts/managers (including providing models with career and
development guidance and helping them better market themselves). Although agents individually develop professional
relationships with models, models are represented by a board collectively and not by a specific agent. Wilhelmina's
organization into boards enables Wilhelmina to provide clients with services tailored to their particular needs, to allow models to
benefit from agents' specialized experience in their particular markets, and to limit Wilhelmina's dependency on any
specialty market or agent.

 Most senior agents are employed
pursuant to employment agreements that include noncompetition provisions such as a prohibition from working with Wilhelmina's models
and clients for a certain period of time after the end of the agent's employment with Wilhelmina. Wilhelmina typically signs its
models to three-year exclusive contracts, which it actively enforces.

 Licensing & Branding Associations

 Wilhelmina Licensing, LLC
is a wholly-owned subsidiary that collects third-party licensing fees in connection with the licensing of the "Wilhelmina"
name. Third-party licensees include leading fashion model agencies in local markets in the U.S. and internationally. The film and
television business consists of occasional television syndication royalties and production series contracts. Also, from time to time,
the Company conducts other events, such as model search contests, in an effort to expand the Wilhelmina brand and recruit talent.

 Competition

 The fashion model/talent management
business is highly competitive. New York City, Los Angeles, and Miami, as well as London, Paris, and Milan, are considered the most
important markets for the fashion talent management industry. Most of the leading international firms are headquartered in
New York City. Wilhelmina's principal competitors include other large fashion model management businesses in the U.S., including
IMG Models, Elite Model Management, Ford Models, Inc., DNA Model Management, NEXT Model Management, The Lions Model Management, The Society
Management, Women 360 Management, and New York Model Management. However, Wilhelmina is the only publicly-owned fashion talent management
company in the world.

 Competition also includes
foreign agencies and smaller U.S. agencies in local markets that recruit local talent and cater to local market needs. Several
of the larger fashion talent firms operate offices in multiple cities and countries or have chosen to partner with local or foreign agencies.

 The Company believes that
its sources of revenue, mainly generated from commissions and service charges, are comparable to those of its principal competitors. Therefore,
for the Company to obtain a competitive advantage, it must develop and maintain a deep pool of talent and deliver high quality service
to its clients. The Company believes that through its scouting efforts, name recognition, and licensing network, it is able
to recruit a deeper pool of talent relative to its competitors. These recruitment tools, coupled with the broad range of fashion
boards available to the Company's talent, enable the Company to develop talent and generate a broader range of revenues relative
to its principal competitors. While a broad range of talent and boards provides a level of stability to the business, certain talent
may be more inclined to work with a boutique agency that may appear to tailor more specifically to their needs.

 For more than 55 years,
Wilhelmina and its predecessors have created long-standing client relationships and business activities related to the fashion model
management business that provide exposure to diverse markets and demographics. The Company has also developed a professional
workforce with years of talent management experience.

 Clients and Customers

 As
of December 31, 2024, Wilhelmina represented a roster of approximately 1,700 active models and talent. Wilhelmina's active
models include Ana Maria Figueroa, Yumi Nu, Renee Noe, Gabbie Sul, April Buckles, Daniel Shin, Denir Radoncic, Summer Dirx, Quinn Knapp,
Amber Keaton, Riley Russell, Olga Sherer, Serena Marques, Douglas Dillon, Fernando Cabral, Hella Tall, Asya Rosh, Francisco Henriques,
Daniel Puig, Joshuah Melnick, Noah Brown, Sofia Resing, Lamich Kirabo, Penny Lane, Africa Perez, Carmen Fozzard, Bojana Krsmanovi,
Mitchell Slaggert, Anne de Paula, Jan Baiboon, Rainer Andreesen, Kate King, Malik Lindo, Malcolm Jackson, Haejin Lee, Moon Young, Ashley
Lauren, Angel Chavez, Isabela Grutman, Sabey Dantsira, Davidson Obennebo, Armando Cabral, Jennae Quisenberry, Vanessa Cruz, Pure, Akito
Mizutani, Nayara Oliveira, Fernando Lindez, Dachuan Jin, Louis Mayhew, Taras Romanov, Oumar Diouf, Claudio Monteiro, and Nathan Owens.

 Wilhelmina serves approximately
3,000 external clients. Wilhelmina's customer base is highly diversified, with no one customer accounting for more than 1.5%
of overall gross revenues. The top 100 clients of Wilhelmina together accounted for approximately 39.1% of overall revenues during
2024.

 Governmental Regulations

 Certain jurisdictions in which
Wilhelmina operates, such as California and Florida, require that companies maintain a Talent Agency License in order to engage in the
"talent agency" business. The talent agency business is generally considered the business of procuring engagements or
any employment or placement of a talent, where the talent performs in his or her artistic capacity. Where required, the Wilhelmina
subsidiaries operating in these jurisdictions maintain Talent Agency Licenses issued by those jurisdictions.

 Trends and Opportunities

 The
Company expects that the combination of Wilhelmina's main operating base in New York City, the industry's capital, with the
depth and breadth of its talent pool and client roster and its diversification across various talent management segments, together with
its geographical reach, should make Wilhelmina's operations more resilient to industry changes and economic swings than those of
many of the smaller firms operating in the industry.

 With
total annual advertising expenditures on major media (newspapers, magazines, television, cinema, outdoor and Internet) estimated to have
exceeded $335 billion in recent years, North America is the world's largest advertising market. For the fashion talent
management industry, including Wilhelmina, advertising expenditures on television, Internet, magazines, and outdoor are of particular
relevance.

 In
recent periods, traditional retail clients in the fashion and beauty industry have had increased competition from digital, social, and
new media, reducing their budgets for advertising and model talent. Wilhelmina reviews the mix of talent and resources available to best
operate in this changing environment.

Wilhelmina has a large and diverse client base, it is not immune to global economic conditions. The Company closely monitors economic
conditions, client spending, and other industry factors and continually evaluates opportunities to increase its market share and further
expand its geographic reach. There can be no assurance as to the effects on Wilhelmina of current or future economic circumstances,
client spending patterns, client creditworthiness, and other developments and whether, or to what extent, Wilhelmina's efforts to
respond to them will be effective.

 Strategy

 Management's strategy is to increase value
to shareholders through the following initiatives:

 increase Wilhelmina's brand awareness among advertisers and potential talent;

 expand the women's high end fashion board;

 expand the Aperture division's representation in commercials, film, and television;

 expand social media influencer representation;

 expand the Wilhelmina network through strategic geographic market development; and

 promote model search contests and events and partner on media projects (television, film, books, etc.).

 The Company makes use of digital
technology to effectively connect with clients and talent, utilizing video conferencing and other digital tools to best position our team
to identify opportunities to grow the careers of the talent we represent and expand our business. The Company has made significant investments
in technology, infrastructure, and personnel, to support our clients and talent.

 EMPLOYEES

 As of December 31, 2024, the
Company had 89 full time employees, 46 of whom were located in New York City, 9 of whom were located at Wilhelmina's Miami office,
21 of whom were located at Wilhelmina's Los Angeles office, 11 of whom were located at Wilhelmina's London office and two
of whom were located at the corporate headquarters in Dallas.

 TRADEMARKS AND LICENSING

 The "Wilhelmina"
brand is essential to the success and competitive position of the Company. The "Wilhelmina" trademark is vital to the
licensing business because licensees pay for the right to use the trademark. The Company has invested significant resources in the
"Wilhelmina" brands in order to obtain the public recognition that these brands currently enjoy. Wilhelmina relies
upon domestic and international trademark laws, license agreements and nondisclosure agreements to protect the "Wilhelmina"
brand name used in its business. Trademarks registered in the U.S. have a duration of ten years and are generally subject to an indefinite
number of renewals for a like period on continued use and appropriate application.

 ITEM 1A.
 RISK FACTORS

 Not applicable
to smaller reporting company.

 ITEM 1B.
 UNRESOLVED STAFF COMMENTS

 None.

 ITEM 1C.
 CYBERSECURITY

 RISK MANAGEMENT AND STRATEGY

 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.

 Our cybersecurity risk management program includes:

 managing
(i) our cybersecurity risk assessment processes, (ii) our security controls, and (iii) our response to cybersecurity incidents;

 receiving
and reviewing ongoing assessments to help identify material cybersecurity risks to our critical systems, information, products, services,
and our broader enterprise information technology environment from the Company's outside information technology and information
processing vendors (our "IT Providers") as well as recommendations from those IT Providers;

 carrying
cyber risk insurance that provides protection (as specified in the applicable policies) against certain potential costs and losses arising
from a cybersecurity incident; and

 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 operations, business strategy, results of operations, or financial condition.

 Other than our IT Providers who
provide general information technology services, assessments, and recommendations including management of cybersecurity processes and
associated risk, the Company utilizes Crowd Strike, a well-known cybersecurity service to help mitigate our cybersecurity needs.

 GOVERNANCE

 Cybersecurity is an
important part of our risk management processes and an area of increasing focus for the Company's Board of Directors and
management, with the Audit Committee responsible for the oversight of risks from cybersecurity threats. The Audit Committee
periodically receives updates from our Chief Operating Officer, regarding our cybersecurity threat risk management and mitigation
strategies covering topics such as data security posture and potentially material cybersecurity threat risks or incidents, as well
as the steps management has taken to respond to such risks. Our Chief Operating Officer is a trained Certified Fraud Examiner.

 Specifically,
 our IT Providers communicate directly with our Chief Operating Officer on a real-time basis regarding current and emerging material
 cybersecurity threat risks that are identified during the provision of their various services. Additionally, certain
 of the Company's IT Providers provide applications and services, such as Crowd Strike, to assist in our cybersecurity
 measures, with reports and incident notifications, if any, directed to the attention of our COO,
 as well. In
 this way, management remains informed about and can monitor the prevention, mitigation, detection, and remediation of cybersecurity
 incidents and can raise a material issue immediately to the Audit Committee with more routine security matters reserved for
 presentation at their regular meetings.

 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

 July 19, 2025

 Office for New York-based operations – New York, NY

 7,847

 May 31, 2030

 One model apartment – London, UK

 1,400

 April 30, 2025

 Two model apartments – New York, NY

 2,400

 May 31, 2025

 One model apartment – Miami, FL

 May 31, 2028

 For the model apartments
in New York, Miami, and London, the Company expects to roll the previous leases over on a month-to-month basis under the same terms. The
Company is currently finalizing alternative office space for the London base of operations and will not be renewing the current lease
at expiration.

 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.

 ITEM 4.
 MINE SAFETY DISCLOSURES

 Not applicable.

 ITEM 5.
 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market Information

 The Company's
common stock currently is quoted on the OTCQX market under the trading symbol "WHLM," where it has been listed since
February 12, 2025. The Company's common stock was previously listed on the Nasdaq Capital Market until our Board of Directors
made the determination on December 20, 2024, to voluntarily delist those shares. December 27, 2024 was the last trading day on
Nasdaq. As of March 27, 2025 there were 4,919,844 shares of the Company's common stock outstanding on OTC markets held by 436
holders of record. Any over-the-counter market quotations on the OTC markets reflect inter-dealer prices, without retail mark-up,
mark-down, or commission and may not necessarily represent actual transactions.

 Equity Compensation Plan Information

 The Company currently does
not have any equity compensation plans as of December 31, 2024. All outstanding options under the previous equity compensation plans were
forfeited in the year ending December 31, 2024.

 Additional information regarding
equity compensation can be found in the notes to the consolidated financial statements.

 Issuer Repurchases

 On February 18, 2025,
the Board of Directors approved the purchase of 237,500 shares of the Company's Common Stock pursuant to a Share Repurchase
Agreement, which closed on February 28, 2025 (the " 2025 Share Repurchase ") Through the 2025 Share Repurchase
we re-acquired 237,500 shares of our Common Stock at a price of $3.75 per share, for a total price of $890,625, which we funded through
cash on hand.

 During 2012, the Board of
Directors authorized a stock repurchase program (the " 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 under the Repurchase Program 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 the Repurchase Program to an aggregate of 1,500,000 shares. 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.
To date, the Company has repurchased an aggregate of 1,314,694 shares of common stock under the Repurchase Program at an average price
of approximately $4.85 per share, for a total of approximately $6.4 million in repurchases under the Repurchase Program. During the
year and quarter ended December 31, 2024, no shares were repurchased under this program. Since, the 2025 Share Repurchase was
effected independently of the Repurchase Program, the repurchase of an additional 185,306 shares is presently authorized under the Repurchase
Program.

 Dividend Policy

 The Company has not declared
or paid any cash dividends on its common stock during the past two completed fiscal years, but may decide to do so in the future depending
on an evaluation of the Company's cash needs and best uses of shareholders' capital.

 ITEM 6.
 RESERVED

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

 The following is a discussion
of the Company's financial condition and results of operations comparing the calendar years ended December 31, 2024 and 2023. This
section should be read in conjunction with the Company's consolidated financial statements and the notes thereto that are incorporated
herein by reference and the other financial information included herein and the notes thereto.

 RESULTS OF OPERATIONS OF THE COMPANY FOR THE YEAR ENDED DECEMBER
31, 2024 COMPARED TO YEAR ENDED DECEMBER 31, 2023

 In
addition to net income, the key financial indicators that the Company reviews to monitor its business are revenues, operating expenses,
and cash flows.

 The
Company analyzes revenue by reviewing the mix of revenues generated by the different "boards," each a specific division of
the fashion model management operations which specializes by the type of model it represents, by geographic locations and from significant
clients. Within its fashion model management business, Wilhelmina's primary source of service revenue is from model fees and
service charges paid by the client for bookings directly negotiated by the Company. The Company also receives commissions paid on bookings
by third-party agencies. See "Critical Accounting Policies and Estimates - Revenue Recognition."

 Wilhelmina
provides professional services. Therefore, salary and service costs represent the largest part of the Company's operating expenses. Salary
and service costs are comprised of payroll and related costs and travel, meals, and entertainment ("T&E") to deliver the
Company's services and to enable new business development activities.

 Analysis of Consolidated Statements of Income

 For
the Years Ended December 31, 2024 and 2023

 2024

 2023

 Service revenues

 17,580

 17,182

 License fees and other income

 TOTAL REVENUES

 17,610

 17,212

 Salaries and service costs

 12,139

 11,481

 Office and general expenses

 3,714

 3,830

 Corporate overhead

 OPERATING INCOME

 OPERATING MARGIN

 4.0%

 4.2%

 Foreign exchange (gain) loss

 Interest income

 (345
)

 (76
)

 Interest expense

 INCOME BEFORE INCOME TAXES

 1,027

 Current income tax expense

 (271
)

 (28
)

 Deferred tax benefit (expense)

 (142
)

 (230
)

 Effective tax rate

 40.2%

 37.3%

 NET INCOME

 Supplemental Non-GAAP Information

 2024

 2023

 Gross billings

 67,222

 65,936

 EBITDA

 Adjusted EBITDA

 1,020

 Pre-Corporate EBITDA

 1,767

 1,985

 (See page 13) for a reconciliation
of these non-GAAP financial measures to the most comparable GAAP financial measures and for other important information. Certain prior
period Gross billings amounts have been reclassified to conform to the current period presentation.

 Service Revenues

 The Company's service
revenues fluctuate in response to its clients' willingness to spend on advertising and the Company's ability to have the desired
talent available. The revenue increase of 2.3% for the year ended December 31, 2024, when compared to the year ended December 31,
2023, was primarily due to increased commissions from model bookings.

 License Fees and Other Income

 License fees and other income
include franchise revenues from independently owned model agencies that use the Wilhelmina trademark and various services provided by
the Company. License fees were unchanged for the year ended December 31, 2024, when compared to the year ended December 31, 2023.

 Salaries and Service Costs

 Salaries and service costs
consist of payroll related costs and travel and entertainment expenses required to deliver the Company's services to its clients
and talents. The 5.7% increase in salaries and service costs for the year ended December 31, 2024, when compared to the year ended
December 31, 2023, was primarily due to personnel hires and payroll changes to better align Wilhelmina staffing with the needs of each
office and geographical region.

 Office and General Expenses

 Office and general expenses
consist of office and equipment rents, advertising and promotion, insurance expenses, administration and technology cost. During
the year ended December 31, 2024, office and general expenses decreased 3.0% when compared to the year ended December 31, 2023, primarily
due to decreased bad debts expense, computer and office expenses, insurance and licenses and fees, partially offset by increased legal
and bank fees.

 Amortization and Depreciation

expense is incurred with respect to certain assets, including computer hardware, software, office equipment, furniture and finance leases. Amortization
and depreciation expense decreased by 14.9% for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily
due to decreased depreciation of capitalized furniture and leasehold assets at the Company's New York City office. Fixed asset purchases
(mostly related to furniture, leasehold improvements, and computer equipment) totaled approximately $26 thousand in 2024 and $165 thousand
in 2023.

 Corporate Overhead

 Corporate
overhead expenses include director and executive officer compensation, legal, audit and professional fees, corporate office rent and travel.
 Corporate overhead decreased by 8.8% for the year ended December 31, 2024, when compared to the year ended December 31, 2023, primarily
due to cost savings associated with the change of auditors in the second quarter of 2023.

 Operating Income and Operating Margin

 Operating income was $0.7
million and operating margin was 4.0% for the year ended December 31, 2024, compared to operating income of $0.7 million and operating
margin of 4.2% for the year ended December 31, 2023. These declines were primarily the result of the increase in operating expenses outpacing
the increase in revenues.

 Foreign Currency Exchange

 The Company realized a loss
of $7 thousand from foreign currency exchange during the year ended December 31, 2024, compared to a loss of $106 thousand from foreign
currency exchange during the year ended December 31, 2023. Foreign currency gain and loss is due to fluctuations in currencies from Great
Britain, Europe, and Latin America.

 Interest Income

 Interest income for both years
ended December 31, 2024 and December 31, 2023 were primarily attributable to interest earned on United States treasury securities. Interest
income is recognized on an accrual basis. Interest income was $345 thousand for the year ended December 31, 2024, compared to $76 thousand
during the year ended December 31, 2023.

 Interest Expense

 Interest expense for the years
ended December 31, 2024 and December 31, 2023 was primarily attributable to accrued interest on finance leases. See, "Liquidity
and Capital Resources."

 Income before Income Taxes

 Income before income taxes
increased to $1.03 million for the year ended December 31, 2024, compared to income of $0.69 million for the year ended December 31, 2023.
The higher pre-tax income in 2024 was primarily attributable to interest income on United States treasury securities with stable year
over year operating income.

 Income Taxes

 Generally,
the Company's combined effective tax rate is high relative to reported net income as a result of foreign taxes and income being
attributable to certain states in which it operates. The Company operates in three states which have relatively high tax rates: California,
New York, and Florida. In addition, foreign taxes in the United Kingdom related to our London office are not deductible for U.S. federal
tax purposes. The Company had income tax expense of $0.4 million in 2024 compared to $0.3 million of income tax expense in 2023.

 The
company currently does not hold any deferred tax assets. The Company will continue to assess the evidence used to determine the need for
a valuation allowance and may reinstate the valuation allowance in future periods if warranted by changes in estimated future income and
other factors.

 Net Income

 The Company had net income
of $0.6 million for the year ended December 31, 2024, compared to net income of $0.4 million for the year ended December 31, 2023. The
increase in net income was primarily due to the increase in interest income in 2024.

 Gross Billings

 Gross billings is a non-GAAP
financial measure that represents the gross amount billed to customers on behalf of its clients (models and talent) for services performed.
Gross billings increased 2.0% for the year ended December 31, 2024, when compared to the
year ended December 31, 2023, primarily due to a greater increase in Core model bookings, partially offset by the decrease in Aperture
divisions bookings. (See page 13) for more information regarding non-GAAP financial measures.

 Liquidity and Capital Resources

 The Company's cash balance
increased to $8.5 million at December 31, 2024 from $6.1 million at December 31, 2023. The cash balance increased primarily as a result
of $2.6 million net cash provided by operating activities, $65 thousand cash used in investing activities, $32 thousand cash used in financing
activities, and the $57 thousand negative effect of exchange rate on cash flow.

 Net cash provided by operating
activities of $2.6 million was primarily the result of decreases in accounts receivable and right of use assets and increases in accounts
payable, accrued liabilities and deferred income taxes, partially offset by decreases in amounts due to models and lease liabilities.
The $65 thousand cash used in investing activities was attributable to purchases of short term investments and property and equipment,
including furniture and fixtures, leasehold improvements, software and computer equipment, mostly offset by maturities of short term investments.
The $32 thousand cash used in financing activities was attributable to payments on finance leases.

 The Company's primary
liquidity needs are for working capital associated with performing services under its client contracts. Generally, the Company incurs
significant operating expenses with payment terms shorter than its average collections on billings. Based on budgeted and year-to-date
cash flow information, management believes that the Company has sufficient liquidity to meet its projected operational expenses and capital
expenditure requirements for the next twelve months and beyond.

 Important Information Regarding Non-GAAP Financial
Measures

 The Company reports its financial
results in accordance with GAAP. However, management believes that certain non-GAAP financial measures provide users of the Company's
financial information with additional useful information in evaluating operating performance. The Company considers Gross Billings, EBITDA,
Adjusted EBITDA and Pre-Corporate EBITDA to be important measures of performance because they are key operating metrics of the Company's
business. These metrics are used by management in its planning and budgeting processes, to monitor and evaluate its financial and operating
results, and to provide stockholders and potential investors with a means to evaluate the Company's financial and operating results against
other companies within the Company's industry.

 Gross Billings represents
the gross amount billed to customers on behalf of its models and talent for services performed. The Company calculates Gross Billings
as total revenue plus model costs, which includes amounts owed to talent, including taxes required to be withheld and remitted directly
to taxing authorities, commissions owed to other agencies, and related costs such as those paid for photography. The Company calculates
EBITDA as net income plus interest income, interest expense, income tax expense, and depreciation and amortization expense. The Company
calculates "Adjusted EBITDA" as EBITDA plus foreign exchange gain/loss, share-based payment expense and certain significant
non-recurring items that the Company may include from time to time. The Company calculates "Pre-Corporate EBITDA" as Adjusted
EBITDA plus corporate overhead expense, which includes director compensation, securities laws compliance costs, audit and professional
fees, and other public company costs.

 Non-GAAP financial measures
should be viewed as supplementing, and not as an alternative or substitute for, the Company's financial results prepared in accordance
with GAAP. Certain of the items that may be excluded or included in non-GAAP financial measures may be significant items that could impact
the Company's financial position, results of operations or cash flows and should therefore be considered in assessing the Company's actual
and future financial condition and performance. The methods used by the Company to calculate its non-GAAP financial measures may differ
significantly from methods used by other companies to compute similar measures. As a result, any non-GAAP financial measures presented
herein may not be comparable to similar measures provided by other companies.

 Gross Billings

 The following is a tabular
reconciliation of the non-GAAP financial measure Gross Billings to GAAP total revenues, which the Company believes to be the most comparable
GAAP measure

 2024

 2023

 Total revenues

 $
 17,610

 $
 17,212

 Model costs

 49,612

 48,724

 Gross Billings

 $
 67,222

 $
 65,936

 Model costs include amounts
owed to talent, including taxes required to be withheld and remitted directly to taxing authorities, commissions owed to other agencies,
and related costs such as those paid for photography.

 EBITDA, Adjusted EBITDA, and Pre-Corporate
EBITDA

 The following is a tabular
reconciliation of the non-GAAP financial measures EBITDA, Adjusted EBITDA, and Pre-Corporate EBITDA to GAAP net income, which the Company
believes to be the most comparable GAAP measure

 2024

 2023

 Net income

 $

 $

 Interest income

 (345
)

 (76
)

 Interest expense

 Income tax expense

 EBITDA

 $

 $

 Foreign exchange loss (gain)

 Share based payment expense

 Adjusted EBITDA

 $

 $
 1,020

 Corporate overhead

 Pre-Corporate EBITDA

 $
 1,767

 $
 1,985

 Critical Accounting Policies and Estimates

 The consolidated financial
statements of the Company are prepared in accordance with generally accepted accounting practices in the United States of America ("U.S.
GAAP"). The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenues, costs, and expenses and related disclosures. We base our estimates on historical experience
and on various other assumptions that we believe to be reasonable under the circumstances. In many instances, we could have reasonably
used different accounting estimates, and in other instances, changes in the accounting estimates are reasonably likely to occur from period
to period. Accordingly, actual results could differ significantly from the estimates made by our management. To the extent that there
are material differences between these estimates and actual results, our future financial statement presentation, financial condition,
results of operations and cash flows may be affected.

 The following items require
significant estimation or judgement. For additional information about our accounting policies, refer to "Note 2, Summary of Significant
Accounting Policies" in the audited consolidated financial statements included herewith.

 Basis of Presentation

 The
consolidated financial statements include the accounts of Wilhelmina and its wholly owned subsidiaries. All significant inter-company
accounts and transactions have been eliminated in consolidation.

 Revenue Recognition

 The Company has adopted the
requirements of Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC
606"). ASC 606 establishes a principle for recognizing revenue upon the transfer of promised goods or services to customers, in
an amount that reflects the expected consideration received in exchange for those goods or services.

 Our
revenues are derived primarily from fashion model bookings, and representation of social media influencers and actors for commercials,
film, and television. Our performance obligations are primarily satisfied at a point in time when the talent has completed the contractual
requirements.

 A
contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance
obligation is satisfied. The performance obligations for most of the Company's core modeling bookings are satisfied on the day of
the event, and the "day rate" total fee is agreed in advance when the customer books the model for a particular date. For
contracts with multiple performance obligations, we allocate the contract's transaction price to each performance obligation based
on the estimated relative standalone selling price.

 We
report service revenues on a net basis, which represents gross amounts billed net of amounts owed to talent, including taxes required
to be withheld and remitted directly to taxing authorities, commissions owed to other agencies, and related costs such as those paid for
photography. The Company typically enters into contractual agreements with models under which the Company is obligated to pay talent upon
collection of fees from the customer.

service revenues are reported on a net basis, accounts receivable are recorded at the amount of gross amounts billed to customers, inclusive
of model costs. As a result, both accounts receivable and amounts due to models appear large relative to total revenue.

 Amounts
billed that have not yet met the applicable revenue recognition criteria are recorded as deferred revenue within accrued expenses and
the related talent costs are recorded as contract liability.

 Share Based Compensation

 Share-based compensation expense
is estimated at the grant date based on the award's fair value as calculated by the Black-Scholes option pricing model and is recognized
on a straight line basis as an expense over the requisite service period, which is generally the vesting period. The determination of
the fair value of share-based awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions
regarding a number of complex and subjective variables. These variables include the estimated volatility over the expected term of the
awards, actual and projected employee stock option exercise behaviors, risk-free interest rates, estimated forfeitures, and expected dividends.

 Income Taxes

 We are subject to income taxes in the United States,
the United Kingdom, and numerous local jurisdictions.

 Deferred tax assets are recognized
for unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable
profits will be available against which they can be used. Unused tax loss carry-forwards are reviewed at each reporting date and a valuation
allowance is established if it is doubtful we will generate sufficient future taxable income to utilize the loss carry-forwards.

 In determining
the amount of current and deferred income tax, we take into account whether additional taxes, interest, or penalties may be due. Although
we believe that we have adequately reserved for our income taxes, we can provide no assurance that the final tax outcome will not be
materially different. To the extent that the final tax outcome is different than the amounts recorded, such differences will affect the
provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition
and operating results.

 Cash, Cash Equivalents

 Cash
and cash equivalents include cash on hand, cash in banks, and short-term, highly liquid investments with maturities of three months or
less.

 Short Term Investments

 Short-term investments with
maturities over three and up to twelve months are recorded in Short-term investments.

 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 allowance. Balances that
remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the allowance and a credit
to accounts receivable. The Company generally does not require collateral.

service revenues are reported on a basis net of model costs, accounts receivable are recorded at the amount of gross amounts billed to
customers inclusive of model costs. As a result, both accounts receivable and amounts due to models appear large relative to total revenue.

 Goodwill and Intangible Asset Impairment Testing

 The Company performs impairment
testing at least annually and more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss
is recognized to the extent that the carrying amount exceeds the reporting unit's fair value. The Company sometimes utilizes an
independent valuation specialist to assist with the determination of fair value. In accordance with ASU 2017-03, only a one-step quantitative
impairment test is performed, whereby a goodwill impairment loss will be measured as the excess of a reporting unit's carrying amount
over its fair value. If the carrying amount of the reporting unit's goodwill exceeds its fair value, an impairment loss is recognized
for any excess of the carrying amount of the reporting unit's goodwill.

 Whenever events or circumstances
change, entities have the option to first make a qualitative evaluation about the likelihood of goodwill impairment. If impairment is
deemed more likely than not, management would perform the goodwill impairment test. Otherwise, the goodwill impairment test is not required.
In assessing the qualitative factors, the Company assesses relevant events and circumstances that may impact the fair value and the carrying
amount of the reporting unit. The identification of relevant events and circumstances and how these may impact a reporting unit's
fair value or carrying amount involve significant judgments and assumptions. The judgment and assumptions include the identification of
macroeconomic conditions, industry and market considerations, overall financial performance, Company specific events and share price trends,
an assessment of whether each relevant factor will impact the impairment test positively or negatively, and the magnitude of any such
impact.

 The Company evaluates indefinite
lived trademark and trade name intangible assets for impairment using the relief from royalty method. This valuation approach requires
that the Company make a number of assumptions to estimate fair value, including projections of future revenues, royalty rates, tax rates,
discount rates, and other relevant variables. The projections in this model are updated annually and will change over time based on historical
performance and changing business conditions. If the carrying value exceeded the estimated fair value, an impairment charge would be
recognized for the excess amount.

 ITEM 7A.
 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not applicable to smaller reporting company.

 ITEM 8.
 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The consolidated financial
statements of the Company and the related reports of the Company's independent registered public accounting firms thereon are included
in this report at the pages indicated.

 Page

 Report of Independent Registered Public Accounting Firm for 2024 and 2023

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

 Notes to the consolidated Financial Statements

 ITEM 9.
 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM 9A.
 CONTROLS AND PROCEDURES

 Evaluation of Disclosure Controls and Procedures

 As of the end of the period
covered by this report, the Company's principal executive officer and principal financial officer evaluated the effectiveness of
the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based
on their evaluation of the Company's disclosure controls and procedures, the Company's principal executive officer and principal
financial officer, with the participation of the Company's management, have concluded that the Company's disclosure controls
and procedures were effective as of December 31, 2024, to ensure that information required to be disclosed by the Company in the reports
that it files or submits under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms and (b) accumulated and communicated to management, including the Company's principal executive
officer and principal financial officer, as appropriate to allow for timely decisions regarding required disclosure.

 Management's Annual Report on Internal Control over Financial
Reporting

 The Company's management
is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange
Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of the Company's management, including
the Company's principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness
of the Company's internal control over financial reporting as of December 31, 2024 based on the framework in Internal Control
- Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation,
the Company's management concluded that the Company's internal control over financial reporting was effective as of December
31, 2024.

 During
the most recent fiscal quarter, there have been no changes in the Company's internal controls over financial reporting that have
materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

 ITEM 9B.
 OTHER INFORMATION

 During the three months ended December 31,
2024, no director or officer adopted or terminated any Rule 10b(5)-1 trading arrangement, as such term is defined in Item 408(a) of Regulation
S-K.

 The Company's Code of Ethics clearly states the Company's
policy prohibiting the Company's employees, officers and directors from trading in securities of the Company or any other company
while in possession of material non-public information about the Company or other companies, including our suppliers and customers,
as well as from communicating such information to others who might trade on the basis of that information.

 ITEM 9C.
 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 None.

 ITEM 10.
 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The information required by
Item 10 is incorporated by reference from the Company's definitive proxy statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.

 ITEM 11.
 EXECUTIVE COMPENSATION

 The information required
by Item 11 is incorporated by reference from the Company's definitive proxy statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.

 ITEM 12.
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The information required
by Item 12 is incorporated by reference from the Company's definitive proxy statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.

 ITEM 13.
 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 The information required
by Item 13 is incorporated by reference from the Company's definitive proxy statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.

 ITEM 14.
 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The information required by
Item 14 is incorporated by reference from the Company's definitive proxy statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.

 ITEM 15.
 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a) Documents Filed as Part of Report

 1.
Financial Statements:

 The consolidated financial statements
of the Company and the related report of the Company's independent public accountants thereon have been filed under Item 8 hereof.

 2.
Financial Statement Schedules:

 The information required by this item is not applicable.

 3.
Exhibits:

 The exhibits listed below are filed
as part of or incorporated by reference in this report.

 Exhibit

 Number

 Description of Exhibits

 3.1

 Restated Certificate of Incorporation of Wilhelmina
 International, Inc. (incorporated by reference from Exhibit 3.1 to Form S-1/A, filed January 30, 2012).

 3.2

 Certificate of Amendment of the Restated Certificate
 of Incorporation of Wilhelmina International, Inc. (incorporated by reference from Exhibit 3.1 to the Form 8-K, filed July 15, 2014).

 3.3

 Certificate of Amendment of the Restated Certificate of Incorporation of Wilhelmina International, Inc. (incorporated by reference from Exhibit 3.1 to Form 8-K filed July 12, 2017).

 3.4

 Amended and Restated Bylaws of Wilhelmina International, Inc. (incorporated by reference from Exhibit 3.2 to Form 8-K, filed May 24, 2011).

 4.1

 Form of Stock Certificate of Common Stock
of Billing Concepts Corp. (incorporated by reference from Exhibit 4.1 to Form 10-Q, filed May 15, 1998).

 *10.1

 Wilhelmina International, Inc. 2015 Incentive
Plan (incorporated by reference from Exhibit 10.1 to Form 8-K filed June 16, 2015).

 *10.2

 Form of Stock Option Grant Agreement (incorporated
 by reference from Exhibit 10.21 to Form 10-K filed March 23, 2017).

 *10.3

 Letter agreement dated April 15, 2025 between
 Wilhelmina International, Inc. and Gaurav Pahwa (incorporated by reference from Exhibit 10.1 to Form 8-K filed April 19, 2024).

 14.1

 Registrant's Code of Ethics (incorporated
by reference to Exhibit 14.1 to the Form 10-K filed on March 26, 2024).

 21.1

 List of Subsidiaries (filed as Exhibit 21.1
to the Form 10-K filed on March 16, 2022).

 31.1

 Certification of Principal Executive Officer in Accordance with Section 302 of the Sarbanes-Oxley Act (filed herewith).

 31.2

 Certification of Principal Financial Officer in Accordance with Section 302 of the Sarbanes-Oxley Act (filed herewith).

 32.1

 Certification of Principal Executive Officer in Accordance with Section 906 of the Sarbanes-Oxley Act (filed herewith).

 32.2

 Certification of Principal Financial Officer in Accordance with Section 906 of the Sarbanes-Oxley Act (filed herewith).

 97.1

 Policy Related to Recovery of Erroneously Awarded
 Compensation (filed as Exhibit 97.1 to Form 10-K filed on March 26, 2024)

 101.INS

 101.SCH

herewith)

 101.CAL

Document (filed herewith)

 101.DEF

Document (filed herewith)

 101.LAB

 (filed herewith)

 101.PRE

 Document (filed herewith)

 * Includes compensatory plan
or arrangement.

 ITEM 16.
 FORM 10-K SUMMARY

 Not applicable.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 WILHELMINA INTERNATIONAL, INC.

 (Registrant)

 Date: March 27, 2025

 By:

 /s/ Mark E. Schwarz

 Name

 Mark E. Schwarz

 Title:

 Executive Chairman

 (principal executive officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on
behalf of the registrant and in the capacities indicated on the 27th day of March, 2025.

 /s/ Mark E. Schwarz

 Director and

 Mark E. Schwarz

 Executive Chairman

 (principal executive officer)

 /s/ Gaurav Pahwa

 Chief Financial Officer,

 Gaurav Pahwa

 Chief Operating Officer

 (principal financial officer)

 /s/ James A. Dvorak

 Director

 James A. Dvorak

 /s/ Mark E. Pape

 Director

 Mark E. Pape

 /s/ Aimee J. Nelson

 Director

 Aimee J. Nelson

 WILHELMINA INTERNATIONAL,
INC. AND SUBSIDIARIES

 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm for 2024 and 2023 (PCAOB ID: 7004)

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

 Notes to Consolidated Financial Statements

 F- 1

 Report of Independent Registered Public Accounting
Firm

 To the Shareholders and Board of Directors

 of Wilhelmina International, Inc. and Subsidiaries:

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Wilhelmina International, Inc. and Subsidiaries (the "Company") as of December 31, 2024 and 2023, and the
related consolidated statements of income and comprehensive income, shareholders' equity, and cash flows for each year ended December
31, 2024 and 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results
of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the
United States of America.

 Basis for Opinion

 These financial statements are the responsibility
of the entity's management. Our responsibility is to express an opinion on these financial statements based on our audits. We are
a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 The critical audit matters communicated below
are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to
the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate
opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 F- 2

 Trademarks and Trade Name Impairment Assessment

 Critical Audit Matter Description

 As described in Note 2 of the financial statements,
the Company's trademarks and trade name are tested for impairment at least annually. The Company elected not to perform the qualitative
assessment (Step 0) in connection with testing its trademarks and trade name for impairment. Instead, a quantitative assessment (Step
1) was performed using the royalty-relief method, which is based upon projected revenues and estimated royalty and discount rates. The
determination of the fair value of the trademarks and trade name requires management to make significant estimates and assumptions related
to forecasts of future revenues and royalty and discount rates. As disclosed by management, changes in these assumptions could have a
significant impact on the fair value of the trademarks and trade name and the amount of any impairment expense recognized.

 We identified the Step 1 trademarks and trade
name impairment assessment as a critical audit matter, as auditing management's judgments regarding forecasts for future revenue
and royalty and discount rates involve a high degree of subjectivity and an increased extent of audit effort, including the need to involve
our external fair value specialists.

 How the Critical Audit Matter Was Addressed
in the Audit

 Our audit procedures related to the critical audit
matter included the following:

 We obtained an understanding and evaluated the design and implementation of internal controls over the
estimates and assumptions used by management in the determination of the fair value of the trademarks and trade name including controls
addressing:

 o
 Review and approval of key assumptions and inputs, including financial projections, projected growth rates
of revenues, capitalization, royalty and discount rates, and peer information used in the model.

 o
 The completeness and accuracy of the model.

 We performed, with the assistance of an auditor employed valuation specialist, substantive procedures
on management's estimates and assumptions used in determining the fair value of the trademarks and trade name including:

 o
 We evaluated the reasonableness of management's forecasts of future revenues by comparing these
forecasts to historical operating results and industry data and considered whether such assumptions were consistent with evidence obtained
in the other areas of the audit.

 o
 We tested the mathematical accuracy of the model, as well as the completeness and accuracy of the information
used in it.

 o
 We evaluated the appropriateness of the methodology used, as well as the capitalization, royalty and discount
rate assumptions.

 o
 We evaluated the reasonableness of management's royalty rate, net of support costs rate, by developing
an independent range using guideline royalty rate data.

 o
 We performed a retrospective review of the Company's prior year forecasted revenue using the current
year's actual operating results and considered management's ability to reasonably forecast and project revenue without bias.

 o
 We performed a sensitivity analysis of the royalty rate and discount rates to evaluate the changes in
the fair value of the trademarks and trade name that would result from such changes in the assumptions.

 We have served as the Company's auditor since 2023.

 /s/ Bodwell Vasek Wells DeSimone LLP

 Dallas, Texas

 March 27, 2025

 F- 3

 CONSOLIDATED BALANCE SHEETS

 As of December 31, 2024 and 2023

 (In thousands, except share data)

 2024

 2023

 ASSETS

 Current assets:

 Cash and cash equivalents

 $
 8,525

 $
 6,117

 Short term investments

 6,940

 6,596

 Accounts receivable, net of allowance for doubtful accounts of $ 1,829 and $ 1,901, respectively

 7,388

 8,505

 Prepaid expenses and other current assets

 Total current assets

 23,020

 21,421

 Property and equipment, net of accumulated depreciation of $ 672 and $ 534, respectively

 Right of use assets-operating

 2,752

 3,457

 Right of use assets-finance

 Trademarks and trade names with indefinite lives

 8,467

 8,467

 Goodwill

 7,547

 7,547

 Other assets

 TOTAL ASSETS

 $
 42,409

 $
 41,665

 LIABILITIES AND SHAREHOLDERS' EQUITY

 Current liabilities:

 Accounts payable and accrued liabilities

 $
 4,817

 $
 3,941

 Due to models

 7,584

 7,645

 Lease liabilities – operating, current

 Lease liabilities – finance, current

 Total current liabilities

 13,199

 12,330

 Long term liabilities:

 Deferred income tax, net

 1,357

 1,215

 Lease liabilities – operating, non-current

 2,302

 3,102

 Lease liabilities – finance, non-current

 Total long-term liabilities

 3,747

 4,439

 Total liabilities

 16,946

 16,769

 Shareholders' equity:

 Common stock, $ 0.01 par value, 9,000,000 shares authorized; 6,472,038 shares issued at December 31, 2024 and December 31, 2023

 Treasury stock, 1,314,694 shares at December 31, 2024 and December 31, 2023, at cost

)

)

 Additional paid-in capital

 88,864

 88,854

 Accumulated deficit

 ( 56,662
)

 ( 57,276
)

 Accumulated other comprehensive loss

 ( 433
)

 ( 376
)

 Total shareholders' equity

 25,463

 24,896

 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

 $
 42,409

 $
 41,665

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 4

 CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE
INCOME

 For the Years Ended December 31, 2024 and 2023

 (In thousands, except per share data)

 2024

 2023

 Revenues:

 Service revenues

 $
 17,580

 $
 17,182

 License fees and other income

 Total revenues

 17,610

 17,212

 Operating expenses:

 Salaries and service costs

 12,139

 11,481

 Office and general expenses

 3,714

 3,830

 Corporate overhead

 Total operating expenses

 16,910

 16,484

 Operating income

 Other expense (income):

 Foreign exchange loss

 Interest income

 ( 345
)

 ( 76
)

 Interest expense

 Total other expense (income)

 ( 327
)

 Income before provision for income taxes

 1,027

 Provision for income taxes:

 Current

 ( 271
)

 ( 28
)

 Deferred

 ( 142
)

 ( 230
)

 Provision for income taxes, net

 ( 413
)

 ( 258
)

 Net income

 $

 $

 Other comprehensive income (loss):

 Foreign currency translation adjustment

 ( 57
)

 Total comprehensive income

 $

 $

 Basic net income per common share

 $
 0.12

 $
 0.08

 Diluted net income per common share

 $
 0.12

 $
 0.08

 Weighted average common shares outstanding-basic

 5,157

 5,157

 Weighted average common shares outstanding-diluted

 5,157

 5,157

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 5

 CONSOLIDATED STATEMENTS OF SHAREHOLDERS'
EQUITY

 For the Years Ended December 31, 2024 and 2023

 (In thousands)

 Common
 Shares

 Stock
 Amount

 Treasury
 Shares

 Stock
 Amount

 Additional
 Paid-in
 Capital

 Accumulated
 Deficit

 Accumulated
 Other Comprehensive Income (Loss)

 Total

 Balances at December 31, 2022

 6,472

 $

 ( 1,315
)

 $
)

 $
 88,770

 $
 ( 57,709
)

 $
 ( 544
)

 $
 24,211

 Share-based payment expense

 –

 –

 –

 –

 –

 –

 Net income to common shareholders

 –

 –

 –

 –

 –

 –

 Foreign currency translation

 –

 –

 –

 –

 –

 –

 Balances at December 31, 2023

 6,472

 $

 ( 1,315
)

 $
)

 $
 88,854

 $
 ( 57,276
)

 $
 ( 376
)

 $
 24,896

 Share-based payment expense

 –

 –

 –

 –

 –

 –

 Net income to common shareholders

 –

 –

 –

 –

 –

 –

 Foreign currency translation

 –

 –

 –

 –

 –

 –

 ( 57
)

 ( 57
)

 Balances at December 31, 2024

 6,472

 $

 ( 1,315
)

 $
)

 $
 88,864

 $
 ( 56,662
)

 $
 ( 433
)

 $
 25,463

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 6

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 For the Years Ended December 31, 2024 and 2023

 (In thousands)

 Year Ended

 2024

 2023

 Cash flows from operating activities:

 Net income

 $

 $

 Adjustments to reconcile net income to net cash provided by operating activities:

 Share based payment expense

 Loss on foreign exchange rates

 Deferred income taxes

 Bad debt expense

 Changes in operating assets and liabilities:

 Accounts receivable

 Prepaid expenses and other current assets

 ( 22
)

 Right of use assets-operating

 Other assets

 Due to models

 ( 65
)

 ( 733
)

 Lease liabilities-operating

 ( 749
)

 ( 460
)

 Contract liabilities

 –

 ( 270
)

 Accounts payable and accrued liabilities

 ( 365
)

 Net cash provided by operating activities

 2,561

 Cash flows from investing activities:

 Purchases of property and equipment

 ( 26
)

 ( 165
)

 Purchases of short term investments

 ( 18,069
)

 ( 7,006
)

 Maturities of short term investments

 18,030

 Net cash used in investing activities

 ( 65
)

 ( 6,691
)

 Cash flows from financing activities:

 Payments on finance leases

 ( 31
)

 ( 63
)

 Net cash used in financing activities

 ( 31
)

 ( 63
)

 Foreign currency effect on cash flows

 ( 57
)

 Net change in cash and cash equivalents:

 2,408

 ( 5,881
)

 Cash and cash equivalents, beginning of year

 6,117

 11,998

 Cash and cash equivalents, end of year

 $
 8,525

 $
 6,117

 Supplemental disclosures of cash flow information:

 Cash paid for income taxes

 $

 $

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 7

 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 For the Years Ended December 31, 2024 and 2023

 Note 1. Business Activity

 Overview

 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 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, 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.

 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. All significant inter-company accounts and transactions have
been eliminated in consolidation.

 Revenue Recognition

 The Company has adopted the
requirements of Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC
606"). ASC 606 establishes a principle for recognizing revenue upon the transfer of promised goods or services to customers, in
an amount that reflects the expected consideration received in exchange for those goods or services.

 Under the revenue standard,
the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration
which the Company expects to receive in exchange for those goods or services. The Company recognizes revenues following the five-step
model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract;
(iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize
revenues when (or as) the Company satisfies the performance obligation.

 Service Revenues

 Our
service revenues are derived primarily from fashion model bookings and representation of social media influencers and actors for commercials,
film, and television. Revenues from services are recognized net of amounts owed to model talent, including taxes required to be withheld
and remitted directly to taxing authorities, commissions owed to other agencies, and related costs such as those paid for photography,
when the customer obtains control of the Company's product, which occurs at a point in time, typically when the talent has completed
the contractual requirement. The Company expenses incremental costs of obtaining a contract as and when incurred because the expected
amortization period of the asset that it would have recognized is one year or less or the amount is immaterial. Our performance obligations
are primarily satisfied at a point in time when the talent has completed the contractual requirements.

 F- 8

 A
contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance
obligation is satisfied. The performance obligations for most of the Company's core modeling bookings are satisfied on the day of
the event, and the "day rate" total fee is agreed in advance, when the customer books the model for a particular date. For
contracts with multiple performance obligations (which are typically all satisfied within 1 to 3 days), we allocate the contract's
transaction price to each performance obligation based on the estimated relative standalone selling price.

 Wilhelmina
operates broadly as a modeling and talent agency. The models and talent represented by the Company have discretion in agreeing to the
price for a photoshoot or other service and may decline any job opportunity for any reason. After bookings are arranged by the Company,
models and talent provide their personal services directly to the Company's clients. The Company charges commissions to both models/talent
and customers, which is a fixed percentage of the billing rate for the model or talent. Based on these and other factors, the Company
acts as an agent in the service transaction and, therefore, reports service revenues on a basis net of pass-through model or talent cost.

service revenues are reported on a net basis, accounts receivable are recorded at the amount of gross amounts billed to customers, inclusive
of model costs. As a result, both accounts receivable and amounts due to models appear large relative to total revenue.

 Service
revenues from international sales accounted for 6.9 % and 6.7 % of the Company's consolidated services revenues for the years ended
December 31, 2024 and 2023, respectively.

 License
Fees

 License
fees, in connection with the licensing of the "Wilhelmina" name, are collected on a quarterly basis under the terms
of Wilhelmina's agreements with licensees. The Company recognizes revenue relating to license fees where payment is deemed to be
probable, over the license period.

 Contract Assets

 Contract assets, which primarily
relate to the Company's right to consideration for work completed but not billed at the reporting date are included within accounts
receivable.

 Advances to Models

 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 net of such costs that are expected to be recouped.

 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. Estimates are used for, but not limited to revenue recognition, allowance for doubtful accounts, useful
lives for depreciation and amortization, income taxes, the assumptions used for share-based compensation, and impairments of goodwill
and intangible assets. 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.

 F- 9

 Cash, Cash Equivalents

 Cash and cash equivalents
include cash on hand, cash in banks, and short-term, highly liquid investments with maturities of three months or less.

 Short Term Investments

 Short-term investments with
maturities over three and up to twelve months are recorded in short-term investments. The Company's short term investments at December
31, 2024 and 2023 were held in United States Treasury securities and were classified within Level 1 of the fair value hierarchy. Interest
income on short-term investments is recognized on an accrual basis.

 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 allowance. Balances that remain
outstanding after the Company has used reasonable collection efforts are written off through a charge to the allowance and a credit to
accounts receivable. The Company generally does not require collateral.

service revenues are reported on a basis net of model costs, accounts receivable are recorded at the amount of gross amounts billed to
customers inclusive of model costs. As a result, both accounts receivable and amounts due to models appear large relative to total revenue.

 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, and
London. Balances in accounts other than "noninterest-bearing transaction accounts" are insured up to Federal Deposit
Insurance Corporation ("FDIC") limits of $ 250
thousand per institution. At December 31, 2024, the Company had cash balances in excess of FDIC insurance coverage of
approximately $ 7.1
million. Balances in London accounts are covered by Financial Services Compensation Scheme ("FSCS") limits of
thousand or approximately $ 0.1
million per institution. At December 31, 2024, the Company had cash balances in excess of FSCS coverage of approximately $ 0.1
million. 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 shorter of 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 income and comprehensive income.

 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. No such events or changes in circumstances
were noted for the years ended December 31, 2024 and 2023.

 F- 10

 Goodwill and Intangible Assets

 Goodwill represents the excess
of the purchase price in a business combination over the fair value of the tangible and intangible assets acquired and the liabilities
assumed. The Company's intangible assets other than goodwill consist of trademarks and trade name. Goodwill and intangible
assets with indefinite lives are not 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.

 There were no changes to the
$ 7.5 million carrying amount of goodwill during 2023 or 2024. There were no changes to the carrying amount of $ 8.5 million trademarks
and trade names intangible assets during 2023 or 2024.

 No asset impairment charges were incurred
relating to the Company's goodwill or intangible assets during 2023 and 2024.

 The process of estimating
the fair value of goodwill is subjective and requires the Company to make estimates that may significantly impact the outcome of the analysis.
A qualitative assessment considers events and circumstances such as macroeconomic conditions, industry and market conditions, cost factors,
and overall financial performance. If after performing this assessment, the Company concludes it is more likely than not that the fair
value of the reporting unit is less than its carrying amount, then the Company performs the quantitative test. Under the quantitative
test, a goodwill impairment is identified by comparing the fair value to the carrying amount, including goodwill. If the carrying amount
exceeds the fair value, goodwill is considered impaired and an impairment charge is recognized in an amount equal to the excess, not to
exceed the carrying amount of goodwill.

 At least annually, the Company
assesses whether the carrying value of its goodwill and intangible assets exceeds their fair value and, if necessary, records an impairment
loss equal to any such excess. Declines in the Company's stock price could result in future goodwill impairment charges. The Company
sometimes utilizes an independent valuation specialist to assist with the determination of fair value. 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 such events or changes in circumstances were noted for the year ended December 31, 2024.

 Due to Models

 Due to models represents the
liability for amounts owed to talent for jobs that have taken place, but where the model or talent fee has not yet been paid, typically
due to the Company awaiting receipt of payment from the customer. The due to model liabilities are accrued in the period in which the
event takes place consistent with when the revenue is recognized. The Company's contractual agreements with models typically condition
payment to talent after the collection of fees from the customer.

service revenues are reported on a basis net of model costs, accounts receivable are recorded at the amount of gross amounts billed to
customers inclusive of model costs. As a result, both accounts receivable and amounts due to models appear large relative to total revenue.

 Contract Liabilities

 We record
deferred revenue, which is a contract liability, when we have entered into a contract with a customer and cash payments are received prior
to satisfaction of the related performance obligation.

 F- 11

 Advertising

 The Company expenses all advertising
costs as incurred. Advertising expense, included in office and general expense in the consolidated statements of income and comprehensive
income, was $ 14 thousand and $ 21 thousand in the years ended December 31, 2024 and 2023, respectively.

 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.

 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 2021
through 2023 remained open for examination as of December 31, 2024.

 Share-Based Compensation

 The Company utilizes share-based
awards as a form of compensation for certain 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.

 F- 12

 Recent Accounting
Pronouncements

 In
November 2023, the FASB issued ASU No. 2023-07, " Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures".
This ASU requires disclosure of incremental segment information on an annual and interim basis, primarily through enhanced disclosures
of segment expenses. The standard is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal
years beginning after December 15, 2024. Early adoption is permitted and the update should be applied retrospectively to each period presented
in the financial statements. The adoption did not have a material impact on the Company's consolidated financial statements.

 In
December 2023, the FASB issued ASU No. 2023-09, " Income Taxes (Topic 740): Improvements to Income Tax Disclosures",
which expands income tax disclosure requirements to include disaggregated information about a reporting entity's effective tax rate
reconciliation as well as a information on income taxes paid. The standard is effective for annual periods beginning after December 15,
2024. Early adoption is permitted and the updated should be applied on a prospective basis, with a retrospective application permitted
in the financial statements. The Company is currently evaluating the impact of the new standard on our consolidated financial statements
and related disclosures.

 Note 3. Property and Equipment

 Property and equipment at December 31,
2024 and 2023 was comprised of the following (in thousands):

 Schedule of property and equipment

 December 31, 2024

 December 31, 2023

 Furniture and fixtures

 $

 $

 Computer and equipment

 Leasehold improvements

 Total

 Less: Accumulated depreciation

 ( 672
)

 ( 534
)

 Property and equipment, net

 $

 $

 During 2024, $ 19 thousand
of fully depreciated assets were disposed compared to $ 0.8 million during 2023. For the years ended December 31, 2024 and 2023, depreciation
expense totaled $ 0.2 million and $ 0.2 million, respectively.

 Note 4. 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 2030. 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 agreements. The Company also leases certain corporate office facilities from an affiliate.

 During 2024, $ 0.04 million
of lease payments were classified as amortization expense, and included within cash used in financing activities on the Company's
statement of cash flows. At December 31, 2024, the weighted-average remaining lease term was 4.3 years for operating leases and 3.5 years
for finance type leases. At December 31, 2024, the weighted average discount rate was 6.3 % for operating leases and 8.0 % for finance type
leases.

 F- 13

 The following table presents
additional information regarding the Company's financing and operating leases for the years ended December 31, 2024 and 2023 (in
thousands):

 Schedule of financing and operating leases

 Year ended
 December
 31, 2024

 Year ended
 December
 31, 2023

 Finance lease expense

 Amortization of ROU assets

 $

 $

 Interest on lease liabilities

 Operating lease expense

 Short term lease expense

 Cash paid for amounts included in the measurement of lease liabilities for finance leases

 Financing cash flows

 Cash paid for amounts included in the measurement of lease liabilities for operating leases

 Operating cash flows

 ROU assets obtained in exchange for lease liabilities

 Finance leases

 –

 Operating leases

 –

 As of December 31, 2024,
future maturities of lease liabilities were as follows (in thousands):

 Schedule of future maturities of lease liabilities

 Operating

 Finance

 2025

 $

 $

 2026

 2027

 2028

 2029

 –

 Thereafter

 –

 Total

 3,525

 Less: Present value discount

 ( 460
)

 ( 19
)

 Lease liability

 $
 3,065

 $

 The following table summarizes
future minimum payments under the current lease agreements:

 Schedule of future minimum payments under the current lease agreements

 Years Ending
December 31

 Amount

 2025

 $

 2026

 2027

 2028

 2029

 Thereafter

 Total

 $
 3,665

 Rent expense totaled approximately $ 1.1 million
for both years ended December 31, 2024 and 2023.

 F- 14

 Note 5. Commitments and Contingencies

 On October 24, 2013, a
putative class action lawsuit was brought against the Company by former Wilhelmina model Alex Shanklin and others, including Louisa
Raske, Carina Vretman, Grecia Palomares and Michelle Griffin Trotter (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
included 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. Separately, 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 retained
substitute counsel, who filed a Second and then Third Amended Complaint. Plaintiffs' Third 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 Third 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 Third 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 plaintiffs'
claims. The Court entered a decision granting in part and denying in part Wilhelmina's motion to dismiss on May 26,
2017. The Court (i) dismissed three of the five New York Labor Law causes of action, along with the conversion, breach of the
duty of good faith and fair dealing and unjust enrichment causes of action, in their entirety, and (ii) permitted only the breach of
contract causes of action, and some plaintiffs' remaining two New York Labor Law causes of action to continue, within a
limited time frame. The plaintiffs and Wilhelmina each appealed, and the decision was affirmed on May 24,
2018. On August 16, 2017, Wilhelmina timely filed its Answer to the Third Amended Complaint.

 On June 6, 2016, another
putative class action lawsuit was brought against the Company by former Wilhelmina model Shawn Pressley and others, including
Roberta Little (the "Pressley Litigation"), in New York State Supreme Court (New York County) by the same counsel
representing the plaintiffs in the Shanklin Litigation, and asserting identical, although more recent, claims as those in the
Shanklin Litigation. The Amended Complaint, asserting essentially the same types of claims as in the Shanklin action, was filed on
August 16, 2017. Wilhelmina filed a motion to dismiss the Amended Complaint on September 29, 2017, which was granted in part
and denied in part on May 10, 2018. Some New York Labor Law and contract claims remain in the case. Pressley has withdrawn
from the case, leaving Roberta Little as the sole remaining named plaintiff in the Pressley Litigation. On July 12, 2019, the
Company filed its Answer and Counterclaim against Little.

 On May 1, 2019, the Plaintiffs in the Shanklin Litigation (except Raske) and the Pressley Litigation filed motions for class certification
on their contract claims and the remaining New York Labor Law Claims. On July 12, 2019, Wilhelmina filed its opposition to the motions
for class certification and filed a cross-motion for summary judgment against Shanklin, Vretman, Palomares, Trotter and Little, and a
motion for summary judgment against Raske.

 By Order dated May 8, 2020
(the "Class Certification Order"), the Court denied class certification in the Pressley case, denied class certification with
respect to the breach of contract and alleged unpaid usage claims, granted class certification as to the New York Labor Law causes of
action asserted by Vretman, Palomares, and Trotter, and declined to rule on Wilhelmina's motions for summary judgment, denying them
without prejudice to be re-filed at a later date. Currently the parties are engaging in merits discovery.

 F- 15

 The Company believes the claims
asserted in the Shanklin Litigation and Pressley Litigation are without merit and intends to continue to vigorously defend the actions.
Nonetheless, an adverse outcome in either case is at least reasonably possible. However, the Company is presently unable to reasonably
estimate the amount or range of possible loss in either case. Therefore, no amount has been accrued as of December 31, 2024 related to
these matters.

 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 likely, in the Company's opinion, to have a material
adverse effect on its consolidated financial position or its results of operations.

 Note 6. Income Taxes

 The following table summarizes
the income tax (expense) benefit for the years ended December 31, 2024 and 2023 (in thousands):

 Schedule of income tax (expense) benefit

 2024

 2023

 Current:

 Federal

 $
 ( 171
)

 $

 State

 ( 98
)

 ( 61
)

 Foreign

 ( 2
)

 ( 7
)

 Current Total

 ( 271
)

 ( 28
)

 Deferred:

 Federal

 ( 219
)

 ( 258
)

 State

 ( 20
)

 Foreign

 Deferred Total

 ( 142
)

 ( 230
)

 Total

 $
 ( 413
)

 $
 ( 258
)

 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
following table shows the reasons for these differences (in thousands):

 Schedule of net income before income tax

 2024

 2023

 Computed income tax expense at statutory rate

 $
 ( 290
)

 $
 ( 187
)

 Decrease (increase) in taxes resulting from:

 Permanent and other deductions, net

 ( 20
)

 Forfeiture of stock options, net

 ( 144
)

 –

 Foreign income taxes

 ( 61
)

 State income taxes, net of federal benefit

 ( 65
)

 ( 46
)

 Deferred tax effects

 ( 19
)

 Total income tax (expense) benefit

 $
 ( 413
)

 $
 ( 258
)

 Effective tax rate

 40.2 %

 37.3 %

 F- 16

 The Company's effective
tax rate was 40.2 % and 37.3 % for the years ended December 31, 2024 and 2023.

 Generally, the Company's
combined effective tax rate is high relative to reported income before taxes as a result of certain amortization expense and stock
based compensation not being deductible and income being attributable to certain states in which it operates. In recent years, the majority
of taxes paid by the Company were state and foreign taxes, not U.S. federal taxes. The Company operates in three states which have relatively
high tax rates: California, New York, and Florida. Realization of net operating loss carryforwards, foreign tax credits, and other deferred
tax temporary differences are contingent upon future taxable earnings. The Company's deferred tax assets are reviewed for expected
utilization by assessing the available positive and negative factors surrounding recoverability, including projected future taxable income,
reversal of existing taxable temporary differences, tax-planning strategies, and results of recent operations. A valuation allowance is
recorded when it is more likely than not that a deferred tax asset will not be realized. There was no valuation allowance at December
31, 2024. The Company will continue to assess the evidence used to determine the need for a valuation allowance if warranted by
changes in estimated future income and other factors.

 The following table shows
the tax effect of significant temporary differences, which comprise the deferred tax asset and liability (in thousands):

 Schedule of deferred tax asset and liability

 2024

 2023

 Deferred tax asset:

 Net operating loss carryforward

 $

 $

 Foreign tax credits

 –

 Accrued expenses

 Allowance for doubtful accounts

 Lease liability

 1,026

 Share-based compensation

 –

 Other intangible assets

 –

 Total deferred income tax asset

 1,809

 2,220

 Deferred tax liability:

 Property and equipment

 ( 47
)

 ( 83
)

 Right of use asset

 ( 737
)

 ( 930
)

 Intangible assets-trade name

 ( 1,172
)

 ( 1,197
)

 Goodwill

 ( 450
)

 ( 455
)

 Other intangible assets

 ( 760
)

 ( 770
)

 Total deferred income tax liability

 ( 3,166
)

 ( 3,435
)

 Deferred income tax, net

 $
 ( 1,357
)

 $
 ( 1,215
)

 Net deferred tax assets and
liabilities are presented as noncurrent within the Company's consolidated balance sheets. Deferred income tax balances reflect the
effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted
tax rates expected to be in effect when the taxes are actually paid or recovered. The Company recognizes a valuation allowance for deferred
tax assets when it is more likely than not that these assets will not be realized. In making this determination, all positive and negative
evidence is considered, including future reversals of existing taxable temporary differences, tax planning strategies, future taxable
income, and taxable income in prior carryback years.

 At December 31, 2023, the
Company had $ 0.1 million U.S. federal net operating loss carryforwards and has $ 0.2 million of foreign tax credit carryforwards which
expire between 2027 and 2031. At December 31, 2024, the Company had $ 0.1 million U.S. federal net operating loss carryforwards and had
 no foreign tax credit carryforwards.

 F- 17

 The Company does not believe that it had any significant
uncertain tax positions at December 31, 2024 and December 31, 2023, nor is this expected to change within the next twelve months due to
the settlement and expiration of statutes of limitation.

 The U.S. Tax Cuts and Jobs
Act (the "Tax Act") was enacted on December 22, 2017 and introduced significant changes to U.S. income tax law. Effective
in 2018, the Tax Act reduced the U.S. statutory tax rate from 35 % to 21 % and created new taxes on certain foreign-sourced earnings and
certain related-party payments, which are referred to as the global intangible low-taxed income tax and base erosion tax, respectively.
In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income ("GILTI")
provisions of the Tax Act. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign
corporations. The Company elected to treat any potential GILTI inclusions as a period cost.

 Note 7. 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. 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
shares. 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, 2024, the Company
repurchased an aggregate of 1,314,694 shares of common stock at an average price of approximately $ 4.85 per share, for a total of approximately
$ 6.4 million in repurchases under the stock repurchase program. During the year ended December 31, 2024, no shares were repurchased. The
repurchase of an additional 185,306 shares is presently authorized under the stock repurchase program.

 Note 8. 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 Partners L.P. ("Newcastle"), which is the largest shareholder
of the Company.

 The Company's corporate
headquarters are located at the offices of NCM. The Company utilizes NCM facilities on a month-to-month basis at $ 2.5 thousand per month,
pursuant to a services agreement entered into between the parties. The Company incurred expenses pursuant to the services agreement totaling
$ 30 thousand for each of the years ended December 31, 2024 and 2023. The Company did no t owe NCM any amounts under the services agreement
as of December 31, 2024.

 Note 9. Stock Options and Stock Purchase Warrants

 During 2015, shareholders
of the Company approved the 2015 Incentive Plan which authorized the issuance of up to 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 2015 Incentive Plan are granted at the market value of the common stock on
the date of grant, vest over service periods of one to five years and terminate not more than ten years from the date of grant.

 Under the 2015 Incentive Plan,
 no stock option awards were granted during 2024 or 2023. No stock options were exercised during either 2024 or 2023, and all outstanding
options were forfeited during the year ended December 31, 2024.

 F- 18

 The following table shows
a summary of stock option transactions under the 2015 Incentive Plan during 2024 and 2023:

 Schedule of stock option
transactions

 Number
of Shares

 Weighted
Average
Exercise
Price

 Outstanding, January 1, 2023

 180,000

 $
 5.93

 Granted

 –

 –

 Exercised

 –

 –

 Forfeited or expired

 –

 –

 Outstanding, December 31, 2023

 180,000

 $
 5.93

 Granted

 –

 –

 Exercised

 –

 –

 Forfeited or expired

 ( 180,000
)

 5.93

 Outstanding, December 31, 2024

 –

 $
 –

 Weighted average
remaining contractual life was 0 years at December 31, 2024 and 4.85
years at December 31, 2023. The exercise price of all stock options was above the market value at December 31, 2023. Therefore,
there is no
intrinsic value at December 31, 2023.

 The Company estimates the
fair value of each stock option granted 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.

 Note 10. 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 100 % 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, 2024 and 2023.

 Note 11. Subsequent Events

 On February 18, 2025, the
Board of Directors approved the purchase of 237,500 shares of the Company's Common Stock pursuant to a Share Repurchase Agreement,
which closed on February 28, 2025 (the " 2025 Share Repurchase). Through the 2025 Share Repurchase, we re-acquired
237,500 shares of our Common Stock at a price of $3.75 per share, for a total price of $890,625, which we funded through cash on hand.

 F- 19