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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 27, 2006
WESTWOOD HOLDINGS GROUP, INC.
(Exact name of registrant as specified in charter)
Delaware 001-31234 75-2969997
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
200 Crescent Court, Suite 1200
Dallas, Texas 75201
(Address of principal executive offices)
(214) 756-6900
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02: RESULTS OF OPERATIONS AND FINANCIAL CONDITION
In accordance with Securities and Exchange Commission Release No. 34-47583, the
following information, which is being furnished pursuant to the requirements of
Item 2.02, "Results of Operations and Financial Condition," is being reported
under Item 7.01, "Regulation FD Disclosure."
On July 27, 2006, Westwood Holdings Group, Inc. issued a press release entitled
"Westwood Holdings Group, Inc. Announces 67% Increase in Quarterly Dividend, a
Special Cash Dividend of $0.85 per Share and Second Quarter 2006 Results; Assets
Under Management Rise to Record $5.4 Billion at June 30, 2006; Second Quarter
Revenue Increases 26.4% Year-over-year to $6.6 Million", a copy of which is
furnished with this Current Report on Form 8-K as Exhibit 99.1. The information
in this Current Report on Form 8-K shall not be deemed to be "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that Section, nor shall it be deemed
incorporated by reference in any filing of the Company under the Securities Act
of 1933, as amended.
ITEM 7.01: REGULATION FD DISCLOSURE
Westwood announced today that its Board of Directors has approved the payment of
a quarterly cash dividend of $0.15 per common share and a special dividend of
$0.85 per comon share, both payable on October 2, 2006 to stockholders of record
on September 15, 2006.
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits: The following exhibit is furnished with this report:
Exhibit
Number Description
- ------- ------------------------------------------------------------------
99.1 Press Release dated July 27, 2006, entitled "Westwood Holdings
Group, Inc. Announces 67% Increase in Quarterly Dividend, a
Special Cash Dividend of $0.85 per Share and Second Quarter 2006
Results; Assets Under Management Rise to Record $5.4 Billion at
June 30, 2006; Second Quarter Revenue Increases 26.4%
Year-over-year to $6.6 Million".
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 27, 2006
WESTWOOD HOLDINGS GROUP, INC.
By: /s/ William R. Hardcastle, Jr.
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William R. Hardcastle, Jr.,
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release dated July 27, 2006, entitled "Westwood Holdings
Group, Inc. Announces 67% Increase in Quarterly Dividend, a
Special Cash Dividend of $0.85 per Share and Second Quarter 2006
Results; Assets Under Management Rise to Record $5.4 Billion at
June 30, 2006; Second Quarter Revenue Increases 26.4%
Year-over-year to $6.6 Million".
Exhibit 99.1
WESTWOOD HOLDINGS GROUP, INC. ANNOUNCES 67% INCREASE IN QUARTERLY DIVIDEND,
A SPECIAL CASH DIVIDEND OF $0.85 PER SHARE AND SECOND QUARTER 2006 RESULTS
ASSETS UNDER MANAGEMENT RISE TO RECORD $5.4 BILLION AT JUNE 30, 2006;
SECOND QUARTER REVENUE INCREASES 26.4% YEAR-OVER-YEAR TO $6.6 MILLION
Dallas, July 27, 2006 - Westwood Holdings Group, Inc. (NYSE: WHG) today
announced that its Board of Directors has approved the payment of a quarterly
cash dividend of $0.15 per common share, an increase of 67% from the previous
quarterly dividend of $0.09 per share. The Board has also approved the payment
of a special cash dividend of $0.85 per share. Both the quarterly and special
dividends will be payable on October 2, 2006 to stockholders of record on
September 15, 2006.
Westwood also today reported 2006 second quarter revenues of $6.6 million, net
income of $986,000 and earnings per diluted share of $0.18. This compares to
revenues of $5.3 million, net income of $937,000 and earnings per diluted share
of $0.17 in the second quarter of 2005. For the six months ended June 30, 2006,
Westwood reported revenues of $13.2 million and net income of $2.3 million, or
$0.41 per diluted share, compared to revenues of $10.3 million and net income of
$1.8 million, or $0.32 per diluted share, for the same 2005 period.
Revenues for the 2006 second quarter increased 26.4% compared to the 2005 second
quarter and increased 27.2% for the six months ended June 30, 2006 compared to
the same 2005 period, primarily as a result of increased average assets under
management. Assets under management reached the highest level in the Company's
history at $5.4 billion as of June 30, 2006, an increase of 26.5% compared to
$4.3 billion on June 30, 2005. Average assets under management for the second
quarter of 2006 were $5.4 billion, an increase of 28.9% compared with the same
period in 2005. The increase in period ending assets under management was
principally attributable to inflows of assets from new and existing clients and
the market appreciation of assets under management, partially offset by the
withdrawal of assets by certain clients.
Total expenses for the second quarter 2006 were $5.0 million compared to $3.7
million for the second quarter 2005. The primary driver of the increase was
higher employee compensation and benefits costs, most of which was due to an
increase of approximately $711,000 in non-cash restricted stock expense due to
additional restricted stock grants in July 2005 and grants of performance-based
restricted stock to our Chief Executive Officer and Chief Investment Officer in
May 2006. Total non-cash equity-based compensation expense was $1.2 million, or
21 cents per diluted share in the second quarter 2006 compared to $477,000, or 9
cents per diluted share in the second quarter 2005. In the second quarter of
2006, we concluded that it is probable that we will meet the performance goal
required in order for the applicable percentage of these performance-based
shares to vest for 2006. As a result, we recognized expense of approximately
$470,000 in the second quarter of 2006 related to the expected vesting of these
shares. We expect to recognize a similar amount of expense in the third and
fourth quarters of 2006 related to these performance-based restricted stock
grants. Other components of the increase in employee compensation and benefits
costs were increased salary expense due to salary increases for certain
employees and increased headcount as well as increased incentive compensation
expense.
Westwood Trust contributed revenue of $2.1 million and net income of $290,000 in
the second quarter of 2006, compared to revenue of $1.7 million and net income
of $181,000 in the second quarter of 2005. Westwood Trust assets under
management as of June 30, 2006 were $1.3 billion, an increase of 18.2% compared
to June 30, 2005. Westwood Trust continues to enjoy referrals from existing
clients and local professionals.
The Company also today entered into long-term employment agreements with Susan
M. Byrne, Westwood's founder and Chief Investment Officer, and Brian O. Casey,
the Company's Chief Executive Officer. These agreements will be filed tomorrow
with the Securities and Exchange Commission pursuant to a Form 8-k.
Mr. Casey commented, "We are now seeing the results of continued strong
performance in our clients' portfolios and recent new account wins in the form
of solid growth in assets under management, revenue and cash generation. Cash
flow from operations, which is not impacted by non-cash equity-based
compensation expense, increased by 57.6% for the six months ended June 30, 2006
to $2.4 million compared to $1.5 million for the same period in 2005,
illustrating the strong underlying fundamentals and cash generation capability
of our business. Increasing cash generation has allowed us to consistently
increase our dividend stream. Rising dividends benefit all stakeholders and
would not be possible without the outstanding collective efforts of our
owner-employees."
About Westwood
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Westwood Holdings Group, Inc. manages investment assets and provides services
for its clients through two subsidiaries, Westwood Management Corp. and Westwood
Trust. Westwood Management Corp. is a registered investment advisor and provides
investment advisory services to corporate pension funds, public retirement
plans, endowments, foundations, the WHG Funds, a family of institutional,
no-load mutual funds, other mutual funds and clients of Westwood Trust. Westwood
Trust provides, to institutions and high net worth individuals, trust and
custodial services and participation in common trust funds that it sponsors.
Westwood Holdings Group, Inc. trades on the New York Stock Exchange under the
symbol "WHG." For more information, please visit the Company's website at
www.westwoodgroup.com.
Note on Forward-looking Statements
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Statements that are not purely historical facts, including statements about
anticipated or expected future revenue and earnings growth and profitability, as
well as other statements including words such as "anticipate," "believe,"
"plan," "estimate," "expect," "intend," "should," "could," "goal," "target,"
"designed," "on track," "continue," "comfortable with," "optimistic," "look
forward to" and other similar expressions, constitute forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements are subject to known and unknown risks, uncertainties
and other factors, which may cause actual results to be materially different
from those contemplated by the forward-looking statements. Such factors include
the risks and uncertainties referenced in our documents filed with, or furnished
to, the Securities and Exchange Commission, including without limitation those
identified under the caption "Risk Factors" in the Company's Annual Report on
Form 10-K filed with the Securities and Exchange Commission. We undertake no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. Readers are
cautioned not to place undue reliance on forward-looking statements.
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
(unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
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2006 2005 2006 2005
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REVENUES:
Advisory fees ....................................... $ 4,311 $ 3,309 $ 8,490 $ 6,500
Trust fees .......................................... 2,042 1,668 3,940 3,371
Other revenues ...................................... 286 276 720 464
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Total revenues .................................... 6,639 5,253 13,150 10,335
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EXPENSES:
Employee compensation and benefits .................. 3,730 2,681 6,921 5,279
Sales and marketing ................................. 177 145 365 227
Information technology .............................. 220 192 462 377
Professional services ............................... 375 274 728 593
General and administrative .......................... 520 435 1,014 912
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Total expenses .................................... 5,022 3,727 9,490 7,388
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Income before income taxes ............................. 1,617 1,526 3,660 2,947
Provision for income taxes ............................. 631 589 1,417 1,135
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Income before cumulative effect of accounting change ... 986 937 2,243 1,812
Cumulative effect of change in accounting principle,
net of income taxes of $21 ............................. - - 39 -
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Net income ............................................. $ 986 $ 937 $ 2,282 $ 1,812
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Earnings per share:
Basic:
Continuing operations ............................. $ 0.18 $ 0.17 $ 0.41 $ 0.33
Cumulative effect of an accounting change ......... - - - -
---------- ---------- ---------- ----------
Net income ........................................ $ 0.18 $ 0.17 $ 0.41 $ 0.33
========== ========== ========== ==========
Diluted:
Continuing operations ............................. $ 0.18 $ 0.17 $ 0.40 $ 0.32
Cumulative effect of an accounting change ......... - - 0.01 -
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Net income ........................................ $ 0.18 $ 0.17 $ 0.41 $ 0.32
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WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2006 AND DECEMBER 31, 2005
(in thousands, except par values and share amounts)
(unaudited)
JUNE 30, DECEMBER 31,
2006 2005
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ASSETS
Current Assets:
Cash and cash equivalents ...................................................... $ 2,850 $ 1,897
Accounts receivable ............................................................ 2,411 2,452
Investments, at market value ................................................... 18,469 17,878
Other current assets ........................................................... 347 410
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Total current assets ....................................................... 24,077 22,637
Goodwill ....................................................................... 2,302 2,302
Deferred income taxes .......................................................... 1,426 817
Property and equipment, net of accumulated
depreciation of $654 and $523 .................................................. 1,410 1,554
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Total assets ............................................................... $ 29,215 $ 27,310
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities ....................................... $ 621 $ 715
Dividends payable .............................................................. 575 539
Compensation and benefits payable .............................................. 1,807 2,980
Income taxes payable ........................................................... 771 694
Other current liabilities ...................................................... 9 7
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Total current liabilities .................................................. 3,783 4,935
Deferred rent ....................................................................... 769 816
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Total liabilities .......................................................... 4,552 5,751
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Stockholders' Equity:
Common stock, $0.01 par value, authorized 10,000,000 shares, issued and
outstanding 6,389,147 shares at June 30, 2006; issued and outstanding
5,986,647 shares at December 31, 2005 .......................................... 64 60
Additional paid-in capital ..................................................... 16,819 21,459
Unamortized stock compensation ................................................. - (6,572)
Retained earnings .............................................................. 7,780 6,612
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Total stockholders' equity ................................................. 24,663 21,559
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Total liabilities and stockholders' equity .......................................... $ 29,215 $ 27,310
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WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
FOR THE SIX MONTHS
ENDED JUNE 30,
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2006 2005
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ............................................................................... $ 2,282 $ 1,812
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization .......................................................... 138 135
Unrealized gains on investments ........................................................ (110) (99)
Stock option expense ................................................................... 122 125
Restricted stock amortization .......................................................... 1,765 800
Deferred income taxes .................................................................. (630) (301)
Cumulative effect of change in accounting principle .................................... (39) -
Net purchases of investments - trading securities ...................................... (129) (52)
Change in operating assets and liabilities:
Decrease (increase) in accounts receivable ........................................... 41 (134)
Decrease in other current assets ..................................................... 55 170
Decrease in accounts payable and accrued liabilities ................................. (94) (17)
Decrease in compensation and benefits payable......................................... (1,173) (1,126)
Increase in income taxes payable ..................................................... 114 126
Increase in other liabilities ........................................................ 9 53
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Net cash provided by operating activities .............................................. 2,351 1,492
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of money market funds - available for sale...................................... (2,775) (1,982)
Sales of money market funds - available for sale ......................................... 2,423 2,233
Purchase of property and equipment ....................................................... (40) (52)
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Net cash (used in) provided by investing activities .................................... (392) 199
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options .................................................. 72 165
Cash dividends............................................................................ (1,078) (920)
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Net cash used in financing activities................................................... (1,006) (755)
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NET INCREASE IN CASH ........................................................................ 953 936
Cash and cash equivalents, beginning of period .............................................. 1,897 720
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Cash and cash equivalents, end of period..................................................... $ 2,850 $ 1,656
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Supplemental cash flow information:
Cash paid during the period for income taxes.............................................. $ 1,934 $ 1,310
Cancellation of restricted stock ......................................................... - (140)
Tax benefit allocated directly to equity ................................................. 37 16
SOURCE: Westwood Holdings Group, Inc.
# # #
CONTACT:
WESTWOOD HOLDINGS GROUP, INC.
BILL HARDCASTLE
(214) 756-6900
