Item 4.01. Changes in Registrant's Certifying Accountants.
(a) The Audit Committee (the "Committee") of the Board of Directors of
Wilhelmina International, Inc. (the "Company") recently conducted a competitive
selection process to determine the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2023. The Committee
invited several public accounting firms to participate in the process. As a
result of this process, the Committee approved the appointment of Bodwell Vasek
Wells DeSimone LLP ("BVWD") as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2023. The decision to
change accountants to BVWD from Baker Tilly US, LLP was approved by the Audit
Committee of the Company's board of directors, effective May 17, 2023.
The reports of Baker Tilly on the Company's financial statements as of and for
the fiscal years ended December 31, 2021, and December 31, 2022, did not contain
an adverse opinion or disclaimer of opinion, and were not qualified or modified
as to uncertainty, audit scope or accounting principles. During the two fiscal
years ended December 31, 2022, and the subsequent interim period preceding such
dismissal, (i) there was no disagreement with Baker Tilly on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which disagreement, if not resolved to the satisfaction of
Baker Tilly, would have caused Baker Tilly to make reference to the subject
matter of the disagreement in connection with their reports, and (ii) there were
no "reportable events" within the meaning of Item 304(a) (1)(v) of Regulation
S-K.
The Company has provided Baker Tilly with a copy of the disclosures contained in
this Form 8-K and has requested that Baker Tilly furnish to the Company a letter
addressed to the Securities and Exchange Commission stating whether Baker Tilly
agrees with the statements contained herein and, if not, stating the respects in
which it does not agree. A copy of the letter from Baker Tilly concurring with
the statements contained herein is attached as Exhibit 16.1 to this Form 8-K.
(b) During the two fiscal years ended December 31, 2022 and the subsequent
interim period preceding such appointment, the Company did not consult with BVWD
regarding (i) either the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's financial statements, or (ii) any matter that
was either the subject of a disagreement with BVWD or a "reportable event"
within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
16.1 Baker Tilly US, LLP letter dated May 22, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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