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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): February 7, 2007
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 February 7, 2007, Westwood Holdings Group, Inc. issued a press release
entitled "Westwood Holdings Group, Inc. Reports Fourth Quarter and Fiscal Year
2006 Results and Announces 33% Increase in Quarterly Dividend; Assets Under
Management Rise to $5.9 Billion at December 31, 2006 and Revenue Increases 24.7%
for the Year 2006", 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 $0.20 per common share, payable on April
2, 2007 to stockholders of record on March 15, 2007.
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 February 7, 2007, entitled "Westwood
Holdings Group, Inc. Reports Fourth Quarter and Fiscal Year
2006 Results and Announces 33% Increase in Quarterly Dividend;
Assets Under Management Rise to $5.9 Billion at
December 31, 2006 and Revenue Increases 24.7% for the
Year 2006".
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: February 7, 2007
WESTWOOD HOLDINGS GROUP, INC.
By: /s/ William R. Hardcastle, Jr.
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William R. Hardcastle, Jr.,
Chief Financial Officer
EXHIBIT INDEX
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Exhibit Number Description
- -------------- --------------------------------------------------------------
99.1 Press Release dated February 7, 2007, entitled "Westwood
Holdings Group, Inc. Reports Fourth Quarter and Fiscal Year
2006 Results and Announces 33% Increase in Quarterly Dividend;
Assets Under Management Rise to $5.9 Billion at
December 31, 2006 and Revenue Increases 24.7% for the
Year 2006".
Exhibit 99.1
WESTWOOD HOLDINGS GROUP, INC. REPORTS FOURTH QUARTER AND FISCAL YEAR 2006
RESULTS AND ANNOUNCES 33% INCREASE IN QUARTERLY DIVIDEND
ASSETS UNDER MANAGEMENT RISE TO $5.9 BILLION AT DECEMBER 31, 2006
AND REVENUE INCREASES 24.7% FOR THE YEAR 2006
Dallas, February 7, 2006 - Westwood Holdings Group, Inc. (NYSE: WHG) today
reported 2006 fourth quarter revenues of $7.3 million, net income of $1.3
million and earnings per diluted share of $0.22. This compares to revenues of
$6.1 million, net income of $1.0 million and earnings per diluted share of $0.18
in the fourth quarter of 2005. For the fiscal year ended December 31, 2006,
Westwood reported revenues of $27.4 million, net income of $4.5 million and
earnings per diluted share of $0.79 compared to revenues of $21.9 million, net
income of $3.6 million and earnings per diluted share of $0.66 for the 2005
fiscal year.
Cash earnings, which we define as net income plus non-cash equity-based
compensation expense, for the fourth quarter of 2006 were $2.7 million, when
excluding $1.4 million in non-cash equity-based compensation expense, compared
to $1.7 million for the fourth quarter of 2005, when excluding $700,000 in
non-cash equity-based compensation expense. Cash earnings per share, which we
define as cash earnings divided by diluted weighted average shares outstanding,
("Cash EPS") for the fourth quarter of 2006 was $0.44 per diluted share compared
to $0.31 per diluted share for the fourth quarter of 2005. Cash earnings for the
year 2006 were $9.1 million, when excluding $4.6 million in non-cash
equity-based compensation expense, compared to $6.0 million for 2005, when
excluding $2.4 million in non-cash equity-based compensation expense. Cash EPS
for the year 2006 was $1.60 per diluted share compared to $1.08 per diluted
share for 2005. (Cash earnings and Cash EPS are non-GAAP financial measures that
are explained and reconciled with the most comparable GAAP financial measures in
the attached tables.)
As a result of the growth in cash earnings and our philosophy of creating a
unique partnership with our stockholders, our Board of Directors today approved
the payment of a quarterly cash dividend of $0.20 per common share, an increase
of 33% from the previous quarterly dividend of $0.15 per share. The dividend is
payable on April 2, 2007 to stockholders of record on March 15, 2007.
Revenues for the 2006 fourth quarter increased 21.0% compared to the 2005 fourth
quarter and increased 24.7% for the year 2006 compared to 2005, primarily as a
result of increased average assets under management. Assets under management
reached the highest level in Westwood's history at $5.9 billion as of December
31, 2006, a 20.3% year-over-year increase as compared to December 31, 2005
assets under management of $4.9 billion. Average assets under management for
2006 were $5.5 billion, an increase of 25.0% compared with 2005. The increase in
period ending assets under management was primarily due to the market
appreciation of assets under management and inflows of assets from new clients.
Due to the seventh consecutive year of outperformance by value asset managers
versus growth managers, we experienced a withdrawal of assets by some clients
rebalancing their overall asset mix before year-end.
Total expenses for the year 2006 were $20.1 million compared to $15.9 million
for 2005. Cash expenses, which exclude non-cash equity-based compensation
expenses, for 2006 were $15.5 million, when excluding $4.6 million in non-cash
equity-based compensation expense, compared to $13.5 million for 2005, when
excluding $2.4 million in non-cash equity-based compensation expense. (An
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 $2.4 million
in non-cash restricted stock expense due to additional restricted stock grants
in July 2005 and July 2006 as well as grants of performance-based restricted
stock to our Chief Executive Officer and Chief Investment Officer in May 2006.
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, third and fourth
quarters of 2006 related to the expected vesting of these shares. 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 due to
higher pretax income.
Additional items of increased expense for the year 2006 were 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 related to the
WHG Funds of approximately $238,000 for the year 2006 compared to $14,000 for
the year 2005. 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 $8.4 million and net income of $1.2
million in 2006, compared to revenue of $7.1 million and net income of $877,000
in 2005. Westwood Trust assets under management as of December 31, 2006 were
$1.6 billion, an increase of 26.6% compared to December 31, 2005. Westwood Trust
continues to enjoy referrals from existing clients and local professionals.
Brian Casey, Westwood's President & CEO commented, "The year 2006 was one of
multiple positive accomplishments for Westwood. We posted the highest level of
assets under management, revenue and cash earnings in Westwood's history. Our
LargeCap Value and Balanced products recently passed the 20-year milestone of
providing clients with superior risk-adjusted returns. Our SMidCap Value,
SmallCap Value, Balanced and Income Opportunity products all posted top quartile
performance in their peer universes. Our recently launched WHG Funds grew to
$130 million in assets as of December 31, 2006, which exceeded our expectations
in terms of assets and profitability. We believe we have built a solid
foundation for our new products and intend to capitalize on their strong
performance with a continued marketing focus on SMidCap Value, Income
Opportunity and AllCap Value. Our SmallCap Value product has completed a
three-year record with top quartile results and over $100 million in assets. We
have begun introducing SmallCap Value to the institutional consulting community
and have received an encouraging level of interest. We would like to thank all
of our employees for another terrific year. Our many accomplishments would not
have been possible without their drive and enthusiasm to exceed our clients'
expectations."
Westwood will host a conference call to discuss the fourth quarter and full year
2006 results at 4:30 p.m. Eastern time today. To listen to the conference call,
dial 866-903-1348 (domestic) or 904-596-2360 (international). The conference
call will also be available via webcast and can be accessed at Westwood's
website, http://www.westwoodgroup.com under the Investor Relations tab. The
conference call will be available for replay through February 14 by dialing
888-284-7564 (domestic) or 904-596-3174 (international) and entering passcode
203756.
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 mutual
funds, other mutual funds and clients of Westwood Trust. Westwood Trust provides
trust and custodial services and participation in common trust funds that it
sponsors to institutions and high net worth individuals. Westwood Holdings
Group, Inc. trades on the New York Stock Exchange under the symbol "WHG." For
more information, please visit Westwood's website at www.westwoodgroup.com.
Note on Forward-looking Statements
- ----------------------------------
Statements in this press release that are not purely historical facts, including
statements about our expected future financial position, results of operations
or cash flows, as well as other statements including words such as "anticipate,"
"believe," "plan," "estimate," "expect," "intend," "should," "could," "goal,"
"target," "designed," "on track," "comfortable with," "optimistic" 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. Actual results and the timing of
some events could differ materially from those projected in or contemplated by
the forward-looking statements due to a number of factors, including, without
limitation: our ability to identify and successfully market services that appeal
to our customers; the significant concentration of our revenues in three of our
customers; our relationships with investment consulting firms; our relationships
with current and potential customers; our ability to retain qualified personnel;
our ability to successfully develop and market new asset classes; competition in
the marketplace; downturn in the financial markets; the passage of legislation
adversely affecting the financial services industries; interest rates; changes
in our effective tax rate; our ability to maintain an effective system of
internal controls; our ability to capitalize on the performance of our marketing
efforts; the acceptance of our new products with our existing and new clients;
and the other risks detailed from time to time in Westwood's SEC filings,
including but not limited to, its annual report on Form 10-K for the year ended
December 31, 2005 and its quarterly reports on Form 10-Q for the three month
period ended March 31, 2006, the Form 10-Q for the six month period ended June
30, 2006 and the Form 10-Q for the nine month period ended September 30, 2006.
You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this press release. Except as
required by law, Westwood is not obligated to publicly release any revisions to
these forward-looking statements to reflect the events or circumstances after
the date of this press release or to reflect the occurrence of unanticipated
events.
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
(unaudited)
THREE MONTHS ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------- -------------------------
2006 2005 2006 2005
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REVENUES:
Advisory fees ................................................ $ 4,651 $ 3,902 $ 17,532 $ 13,868
Trust fees ................................................... 2,214 1,887 8,240 7,031
Other revenues ............................................... 454 262 1,592 1,041
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Total revenues ............................................. 7,319 6,051 27,364 21,940
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EXPENSES:
Employee compensation and benefits ........................... 3,941 3,238 14,920 11,566
Sales and marketing .......................................... 97 106 528 443
WHG mutual funds ............................................. 71 14 238 14
Information technology ....................................... 243 233 925 809
Professional services ........................................ 333 286 1,373 1,194
General and administrative ................................... 604 511 2,126 1,871
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Total expenses ............................................. 5,289 4,388 20,110 15,897
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Income before income taxes ...................................... 2,030 1,663 7,254 6,043
Provision for income taxes ...................................... 725 653 2,785 2,407
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Income before cumulative effect of a change in accounting
principle ...................................................... 1,305 1,010 4,469 3,636
Cumulative effect of change in accounting principle, net
of income taxes of $21 ......................................... - - 39 -
----------- ----------- ----------- -----------
Net income ...................................................... $ 1,305 $ 1,010 $ 4,508 $ 3,636
=========== =========== =========== ===========
Earnings per share:
Basic:
Continuing operations ...................................... $ 0.23 $ 0.18 $ 0.80 $ 0.67
Cumulative effect of a change in accounting principle ...... - - 0.01 -
----------- ----------- ----------- -----------
Net income ................................................. $ 0.23 $ 0.18 $ 0.81 $ 0.67
=========== =========== =========== ===========
Diluted:
Continuing operations ...................................... $ 0.22 $ 0.18 $ 0.79 $ 0.66
Cumulative effect of a change in accounting principle ...... - - 0.00 -
----------- ----------- ----------- -----------
Net income ................................................. $ 0.22 $ 0.18 $ 0.79 $ 0.66
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WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2006 AND DECEMBER 31, 2005
(in thousands, except par value and share amounts)
(unaudited)
2006 2005
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ASSETS
Current Assets:
Cash and cash equivalents .................................. $ 2,177 $ 1,897
Accounts receivable ........................................ 3,111 2,452
Investments, at market value ............................... 17,933 17,878
Deferred income taxes ...................................... 1,267 573
Other current assets ....................................... 465 410
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Total current assets ................................... 24,953 23,210
Goodwill ................................................... 2,302 2,302
Deferred income taxes ...................................... 214 244
Property and equipment, net of accumulated
depreciation of $774 and $523 ............................. 1,253 1,554
----------- -----------
Total assets ........................................... $ 28,722 $ 27,310
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities ................... $ 778 $ 715
Dividends payable .......................................... 996 539
Compensation and benefits payable .......................... 2,801 2,980
Income taxes payable ....................................... 689 694
Other current liabilities .................................. 10 7
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Total current liabilities .............................. 5,274 4,935
Deferred rent ................................................... 713 816
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Total liabilities ...................................... 5,987 5,751
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Stockholders' Equity:
Common stock, $0.01 par value, authorized 10,000,000 shares,
issued and outstanding 6,638,525 shares at December 31,
2006; issued and outstanding 5,986,647 shares at
December 31, 2005 ......................................... 66 60
Additional paid-in capital ................................. 20,289 21,459
Unamortized stock compensation ............................. - (6,572)
Retained earnings .......................................... 2,380 6,612
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Total stockholders' equity ............................. 22,735 21,559
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Total liabilities and stockholders' equity ...................... $ 28,722 $ 27,310
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WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
2006 2005
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ................................................... $ 4,508 $ 3,636
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization .............................. 266 272
Unrealized gains on investments ............................ (143) (64)
Stock option expense ....................................... 126 250
Restricted stock amortization .............................. 4,500 2,114
Deferred income taxes ...................................... (685) (300)
Cumulative effect of change in accounting principle ........ (39)
Net purchases of investments - trading securities .......... (889) (1,846)
Change in operating assets and liabilities:
Accounts receivable ...................................... (659) (620)
Other assets ............................................. (58) (18)
Accounts payable and accrued liabilities ................. 63 86
Compensation and benefits payable ........................ (179) 277
Income taxes payable and prepaid taxes ................... 405 830
Other liabilities ........................................ 8 109
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Net cash provided by operating activities .................. 7,224 4,726
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of money market funds - available for sale ......... (7,869) (6,055)
Sales of money market funds - available for sale ............. 8,846 8,719
Purchase of property and equipment ........................... (70) (75)
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Net cash provided by investing activities .................. 907 2,589
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CASH FLOWS FROM FINANCING ACTIVITIES:
Excess tax benefits from stock based compensation ............ 30 -
Proceeds from exercise of stock options ...................... 402 271
Cash dividends ............................................... (8,283) (6,409)
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Net cash used in financing activities ...................... (7,851) (6,138)
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NET INCREASE IN CASH ............................................ 280 1,177
Cash, beginning of year ......................................... 1,897 720
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Cash, end of year ............................................... $ 2,177 $ 1,897
=========== ===========
Supplemental cash flow information:
Cash paid during the year for income taxes ................... $ 3,034 $ 1,878
Issuance of restricted stock ................................. 11,507 3,865
Tax benefit allocated directly to equity ..................... 440 113
Dividends declared and not paid until the subsequent year .... 996 539
RECONCILIATION OF NET INCOME TO CASH EARNINGS
AND TOTAL EXPENSES TO CASH EXPENSES
Three Three
Months Ended Months Ended
December 31, December 31,
2006 2005 % Change
-------------- -------------- --------------
Net Income ............................. $ 1,305,000 $ 1,010,000 29.2%
Restricted stock expense .......... 1,348,000 657,000 105.2
Stock option expense .............. 4,000 63,000 (93.7)
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Cash earnings .......................... $ 2,657,000 $ 1,730,000 53.6
Diluted weighted average shares ... 5,999,121 5,664,683 5.9
Cash earnings per share ................ $ 0.44 $ 0.31 41.9
Total expenses ......................... $ 5,289,000 $ 4,388,000 19.4
Less: Restricted stock expense .... (1,348,000) (657,000) 105.2
Less: Stock option expense ........ (4,000) (63,000) (93.7)
-------------- -------------- --------------
Cash expenses .......................... $ 3,937,000 $ 3,668,000 6.0%
============== ============== ==============
Year Ended Year Ended
December 31, December 31,
2006 2005 % Change
-------------- -------------- --------------
Net Income ............................. $ 4,508,000 $ 3,636,000 24.0%
Restricted stock expense .......... 4,500,000 2,114,000 112.9
Stock option expense .............. 126,000 250,000 (49.6)
Less: Cumulative effect of change
in accounting principle .......... (39,000) --- ---
-------------- -------------- --------------
Cash earnings .......................... $ 9,095,000 $ 6,000,000 51.6
Diluted weighted average shares ... 5,690,455 5,540,342 2.7
Cash earnings per share ................ $ 1.60 $ 1.08 48.1
Total expenses ......................... $ 20,110,000 $ 15,897,000 26.5
Less: Restricted stock expense .... (4,500,000) (2,114,000) 112.9
Less: Stock option expense ........ (126,000) (250,000) (49.6)
-------------- -------------- --------------
Cash expenses .......................... $ 15,484,000 $ 13,533,000 14.4%
============== ============== ==============
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 Westwood'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 Westwood'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 year ended December 31, 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.
SOURCE: Westwood Holdings Group, Inc.
# # #
(WHG-G)
CONTACT:
WESTWOOD HOLDINGS GROUP, INC.
BILL HARDCASTLE
(214) 756-6900