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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): October 26, 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 October 26, 2006, Westwood Holdings Group, Inc. issued a press release
entitled "Westwood Holdings Group, Inc. Reports Third Quarter 2006 Results and
Declares Quarterly Dividend; Assets Under Management Rise to Record $5.7 Billion
at September 30, 2006; Third Quarter Revenue Increases 24.1% and Cash EPS
Increases 42.9% Year-over-year", 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 also announced today that its Board of Directors has approved the
payment of a quarterly cash dividend of $0.15 per common share, payable on
January 2, 2007 to stockholders of record on December 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 October 26, 2006, entitled "Westwood
Holdings Group, Inc. Reports Third Quarter 2006 Results and
Declares Quarterly Dividend; Assets Under Management Rise to
Record $5.7 Billion at September 30, 2006; Third Quarter
Revenue Increases 24.1% and Cash EPS Increases 42.9%
Year-over-year".
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: October 26, 2006
WESTWOOD HOLDINGS GROUP, INC.
By: /s/ William R. Hardcastle, Jr.
---------------------------------
William R. Hardcastle, Jr.,
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
- -------------- -------------------------------------------------------------
99.1 Press Release dated October 26, 2006, entitled "Westwood
Holdings Group, Inc. Reports Third Quarter 2006 Results and
Declares Quarterly Dividend; Assets Under Management Rise to
Record $5.7 Billion at September 30, 2006; Third Quarter
Revenue Increases 24.1% and Cash EPS Increases 42.9%
Year-over-year".
Exhibit 99.1
WESTWOOD HOLDINGS GROUP, INC. REPORTS THIRD QUARTER 2006 RESULTS AND DECLARES
QUARTERLY DIVIDEND
Assets Under Management Rise to Record $5.7 Billion at September 30, 2006;
Third Quarter Revenue Increases 24.1% and Cash EPS Increases 42.9% Year-Over-
Year
DALLAS, Oct. 26 /PRNewswire-FirstCall/ -- Westwood Holdings Group, Inc.
(NYSE: WHG) today reported 2006 third quarter revenues of $6.9 million, net
income of $921,000 and earnings per diluted share of $0.16. This compares to
revenues of $5.6 million, net income of $814,000 and earnings per diluted share
of $0.15 in the third quarter of 2005. For the nine months ended September 30,
2006, Westwood reported revenues of $20.0 million and net income of $3.2
million, or $0.57 per diluted share, compared to revenues of $15.9 million and
net income of $2.6 million, or $0.48 per diluted share, for the same 2005
period.
Cash earnings for the third quarter of 2006 were $2.3 million compared to
$1.5 million for the third quarter of 2005, while cash earnings per share ("Cash
EPS") for the third quarter of 2006 was $0.40 per diluted share compared to
$0.28 per diluted share for the third quarter of 2005. Cash earnings for the
nine months ended September 30, 2006 were $6.4 million compared to $4.3 million
for the same period in 2005, while Cash EPS for the nine months ended September
30, 2006 was $1.15 per diluted share compared to $0.78 per diluted share for the
same period in 2005. (Cash earnings and Cash EPS are non-GAAP financial measures
that are defined, explained and reconciled with the most comparable GAAP
financial measures in the attached tables.)
Revenues for the 2006 third quarter increased 24.1% compared to the 2005
third quarter and increased 26.2% for the nine months ended September 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 $5.7 billion as of September 30, 2006, an increase of
24.7% compared to $4.6 billion on September 30, 2005. Average assets under
management for the third quarter of 2006 were $5.5 billion, an increase of 25.6%
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 third quarter 2006 were $5.3 million compared to
$4.1 million for the third quarter 2005. Cash expenses, which exclude non- cash
equity-based compensation expenses, for the third quarter 2006 were $3.9 million
compared to $3.4 million for the third quarter 2005. (A definition, explanation
and reconciliation of cash expenses to total expenses are included in the
attached tables.) The primary driver of the increase in total expenses was
higher employee compensation and benefits costs, most of which was due to an
increase of approximately $730,000 in non-cash restricted stock expense due to
additional restricted stock grants in July 2006 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 $1.4 million, or
24 cents per diluted share in the third quarter 2006 compared to $720,000, or
12 cents per diluted share in the third 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 each of the second and third quarters of 2006 related to the
expected vesting of these shares. We expect to recognize the remaining $470,000
in the fourth quarter of 2006 related to the 2006 vesting of these
performance-based restricted stock grants. The other primary 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.
Additional items of increased expense for the first nine months of 2006 are
the costs related to the recently launched WHG Funds. We launched the WHG Income
Opportunity and WHG SMidCap Funds in December 2005, the WHG LargeCap Value Fund
in July 2006 and the WHG Balanced Fund in September 2006. We recognized expense
of approximately $80,000 for the third quarter of 2006 and $167,000 for the nine
months ended September 30, 2006 related to the WHG Funds, while we did not incur
these expenses in the same 2005 periods. The largest component of these costs is
fund expense reimbursements reflecting our partial subsidy of fund expenses as
we have capped the expense ratios for the funds in order to competitively
position them in the defined contribution marketplace.
Westwood Trust contributed revenue of $2.1 million and net income of
$300,000 in the third quarter of 2006, compared to revenue of $1.8 million and
net income of $217,000 in the third quarter of 2005. Westwood Trust assets under
management as of September 30, 2006 were $1.4 billion, an increase of 18.9%
compared to September 30, 2005. Westwood Trust continues to enjoy referrals from
existing clients and local professionals.
Westwood also announced today that its Board of Directors has approved the
payment of a quarterly cash dividend of $0.15 per common share, payable on
January 2, 2007 to stockholders of record on December 15, 2006.
Mr. Casey commented, "We are pleased to have reached a record $5.7 billion
in assets under management as well as continued strong growth in cash earnings.
We are beginning to see renewed interest in our LargeCap Value product as recent
improved performance has led to increased search activity. Interest in our
SMidCap Value product continues to grow and we are beginning to talk to
institutional consultants and clients about our SmallCap Value product, which
will complete a three-year track record at the end of 2006. Westwood Trust has
enjoyed positive new client growth and our WHG Funds are gaining momentum in the
marketplace."
About Westwood
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 http://www.westwoodgroup.com .
Note on Forward-looking Statements
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 Nine months ended
September 30, September 30,
------------------- -------------------
2006 2005 2006 2005
-------- -------- -------- --------
REVENUES:
Advisory fees $ 4,391 $ 3,466 $ 12,881 $ 9,966
Trust fees 2,086 1,773 6,026 5,144
Other revenues 418 315 1,138 779
Total revenues 6,895 5,554 20,045 15,889
EXPENSES:
Employee compensation
and benefits 4,058 3,049 10,979 8,328
Sales and marketing 148 110 431 337
WHG mutual funds 80 --- 167 ---
Information technology 225 199 682 576
Professional services 312 315 1,040 908
General and administrative 508 448 1,522 1,360
Total expenses 5,331 4,121 14,821 11,509
Income before income taxes 1,564 1,433 5,224 4,380
Provision for income taxes 643 619 2,060 1,754
Income before cumulative
effect of accounting
change 921 814 3,164 2,626
Cumulative effect of change
in accounting principle,
net of income taxes of $21 --- --- 39 ---
Net income $ 921 $ 814 $ 3,203 $ 2,626
Earnings per share:
Basic:
Continuing operations $ 0.16 $ 0.15 $ 0.58 $ 0.48
Cumulative effect of
an accounting change --- --- --- ---
Net income $ 0.16 $ 0.15 $ 0.58 $ 0.48
Diluted:
Continuing operations $ 0.16 $ 0.15 $ 0.56 $ 0.48
Cumulative effect of
an accounting change --- --- 0.01 ---
Net income $ 0.16 $ 0.15 $ 0.57 $ 0.48
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of September 30, 2006 and December 31, 2005
(in thousands, except par value and share amounts)
(unaudited)
September 30, December 31,
2006 2005
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ASSETS
Current Assets:
Cash and cash equivalents $ 7,772 $ 1,897
Accounts receivable 2,504 2,452
Investments, at market value 15,343 17,878
Other current assets 533 410
Total current assets 26,152 22,637
Goodwill 2,302 2,302
Deferred income taxes 1,092 817
Property and equipment, net of
accumulated depreciation of
$718 and $523 1,334 1,554
Total assets $ 30,880 $ 27,310
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities $ 652 $ 715
Dividends payable 6,630 539
Compensation and benefits payable 1,896 2,980
Income taxes payable 47 694
Other current liabilities 9 7
Total current liabilities 9,234 4,935
Deferred rent 741 816
Total liabilities 9,975 5,751
Stockholders' Equity:
Common stock, $0.01 par value, authorized
10,000,000 shares, issued and outstanding
6,630,056 shares at September 30, 2006;
issued and outstanding 5,986,647 shares
at December 31, 2005 66 60
Additional paid-in capital 18,768 21,459
Unamortized stock compensation --- (6,572)
Retained earnings 2,071 6,612
Total stockholders' equity 20,905 21,559
Total liabilities and stockholders' equity $ 30,880 $ 27,310
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
For the nine months
ended September 30,
-----------------------------
2006 2005
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,203 $ 2,626
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 202 203
Unrealized losses (gains) on investments 13 (132)
Stock option expense 122 188
Restricted stock amortization 3,152 1,457
Deferred income taxes (296) (53)
Cumulative effect of change in accounting
principle (39) ---
Net purchases of investments - trading
securities (788) (469)
Change in operating assets and
liabilities:
Accounts receivable (52) (420)
Other current assets (129) (19)
Accounts payable and accrued liabilities (63) 92
Compensation and benefits payable (1,084) (719)
Income taxes payable (286) 358
Other liabilities 8 105
Net cash provided by operating
activities 3,963 3,217
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of money market funds -
available for sale (5,536) (3,574)
Sales of money market funds -
available for sale 8,846 6,718
Purchase of property and equipment (57) (57)
Net cash provided by investing
activities 3,253 3,087
CASH FLOWS FROM FINANCING ACTIVITIES:
Excess tax benefits from stock based
compensation 19 ---
Proceeds from exercise of stock options 293 261
Cash dividends (1,653) (1,381)
Net cash used in financing activities (1,341) (1,120)
NET INCREASE IN CASH 5,875 5,184
Cash and cash equivalents, beginning of
period 1,897 720
Cash and cash equivalents, end of period $ 7,772 $ 5,904
Supplemental cash flow information:
Cash paid during the period for income
taxes $ 2,622 $ 1,448
Issuance of restricted stock 11,507 3,866
Tax benefit allocated directly to equity 380 150
Reconciliation of Net Income to Cash Earnings and Total Expenses to Cash
Expenses
Three Months Three Months
Ended Ended
September 30, September 30, %
2006 2005 Change
------------- ------------- -------
Net Income $ 921,000 $ 814,000 13.1%
Restricted stock expense 1,387,000 657,000 111.1
Stock option expense 500 63,000 (99.2)
Cash earnings $ 2,308,500 $ 1,534,000 50.5
Diluted weighted average
shares 5,817,330 5,573,015 4.4
Cash earnings per share $ 0.40 $ 0.28 42.9
Total expenses $ 5,331,000 $ 4,121,000 29.4
Less: Restricted stock
expense (1,387,000) (657,000) 111.1
Less: Stock option expense (500) (63,000) (99.2)
Cash expenses $ 3,943,500 $ 3,401,000 16.0%
Nine Months Nine Months
Ended Ended
September 30, September 30, %
2006 2005 Change
------------- ------------- -------
Net Income $ 3,203,000 $ 2,626,000 22.0%
Restricted stock expense 3,152,000 1,457,000 116.3
Stock option expense 122,000 187,000 (34.8)
Less: Cumulative effect
of change in accounting
principle (39,000) --- ---
Cash earnings $ 6,438,000 $ 4,270,000 50.8
Diluted weighted average
shares 5,612,516 5,488,816 2.3
Cash earnings per share $ 1.15 $ 0.78 47.4
Total expenses $ 14,821,000 $ 11,509,000 28.8
Less: Restricted stock
expense (3,152,000) (1,457,000) 116.3
Less: Stock option
expense (122,000) (187,000) (34.8)
Cash expenses $ 11,547,000 $ 9,865,000 17.1%
As supplemental information, we are providing non-GAAP performance measures
that we refer to as cash earnings, cash earnings per share (or Cash EPS), and
cash expenses. We provide these measures in addition to, but not as a substitute
for, net income, earnings per share and total expenses, which are reported on a
GAAP basis. Management and our Board of Directors review cash earnings, Cash EPS
and cash expenses to evaluate the Company's ongoing performance, allocate
resources and review dividend policy. We believe that these non-GAAP performance
measures, while not substitutes for GAAP net income, earnings per share and
total expenses, are useful for both management and investors to evaluate the
Company's underlying operating and financial performance and its available
resources. We do not advocate that investors consider these non-GAAP measures
without considering financial information prepared in accordance with GAAP.
We define cash earnings as net income plus the non-cash expense associated
with equity-based compensation awards of restricted stock and stock options. In
calculating cash earnings for the nine months ended September 30, 2006, we also
eliminate the non-cash cumulative effect of change in accounting principle
associated with our implementation of SFAS 123R. We define cash expenses as
total expenses less non-cash equity-based compensation expense. Although
depreciation on fixed assets is a non-cash expense, we do not add it back when
calculating cash earnings or deduct it when calculating cash expenses because
depreciation charges represent a decline in the value of the related assets that
will ultimately require replacement. Cash EPS represents cash earnings divided
by diluted weighted average shares outstanding.
CONTACT:
Westwood Holdings Group, Inc.
Bill Hardcastle
(214) 756-6900
SOURCE Westwood Holdings Group, Inc.
-0- 10/26/2006
/CONTACT: Bill Hardcastle of Westwood Holdings Group, Inc.,
+1-214-756-6900/
/Web site: http://www.westwoodgroup.com /