SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
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 26, 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))
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 26, 2007, Westwood Holdings Group, Inc. issued a press release entitled
"Westwood Holdings Group, Inc. Reports Second Quarter 2007 Results and Announces
25% Increase in Quarterly Dividend and Special Dividend of $0.25; Assets Under
Management Rise to $6.8 Billion at June 30, 2007 and Second Quarter Earnings Per
Share Increases 36% 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 $0.25 per common share and a special
dividend of $0.25 per common share, both payable on October 1, 2007 to
stockholders of record on September 14, 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 July 26, 2007, entitled "Westwood Holdings Group,
Inc. Reports Second Quarter 2007 Results and Announces 25% Increase
in Quarterly Dividend and Special Dividend of $0.25; Assets Under
Management Rise to $6.8 Billion at June 30, 2007 and Second Quarter
Earnings Per Share Increases 36% 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: July 26, 2007
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 July 26, 2007, entitled "Westwood Holdings Group,
Inc. Reports Second Quarter 2007 Results and Announces 25% Increase
in Quarterly Dividend and Special Dividend of $0.25; Assets Under
Management Rise to $6.8 Billion at June 30, 2007 and Second Quarter
Earnings Per Share Increases 36% Year-over-Year".
Exhibit 99.1
Westwood Holdings Group, Inc. Reports Second Quarter 2007 Results and
Announces 25% Increase in Quarterly Dividend and Special Dividend of $0.25
Assets Under Management Rise to $6.8 Billion at June 30, 2007
and Second Quarter Earnings Per Share Increases 36% Year-over-Year
Dallas, July 26, 2007 - Westwood Holdings Group, Inc. (NYSE: WHG) today reported
2007 second quarter revenues of $8.0 million, net income of $1.5 million and
earnings per diluted share of $0.24. This compares to revenues of $6.6 million,
net income of $1.0 million and earnings per diluted share of $0.18 in the second
quarter of 2006. For the six months ended June 30, 2007, Westwood reported
revenues of $15.3 million and net income of $3.0 million, or $0.49 per diluted
share, compared to revenues of $13.2 million and net income of $2.3 million, or
$0.41 per diluted share, for the same 2006 period.
Cash earnings, which we define as net income plus non-cash equity-based
compensation expense, for the second quarter of 2007 were $2.8 million, when
adding back $1.4 million in non-cash equity-based compensation expense, compared
to $2.2 million for the second quarter of 2006, when adding back $1.2 million in
non-cash equity-based compensation expense. Cash earnings per share ("Cash
EPS"), which we define as cash earnings divided by diluted weighted average
shares outstanding, for the second quarter of 2007 was $0.46 per diluted share
compared to $0.39 per diluted share for the second quarter of 2006. Cash
earnings for the six months ended June 30, 2007 were $5.2 million compared to
$4.1 million for the same period in 2006, while Cash EPS for the six months
ended June 30, 2007 was $0.86 per diluted share compared to $0.74 per diluted
share for the same period in 2006. (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.)
Revenues for the 2007 second quarter increased 19.9% compared to the 2006 second
quarter, primarily as a result of increased average assets under management.
Assets under management were $6.8 billion as of June 30, 2007, a 26.4%
year-over-year increase as compared to June 30, 2006 assets under management of
$5.4 billion. Average assets under management for the 2007 second quarter were
$6.5 billion, an increase of 20.4% compared with $5.4 billion for the 2006
second quarter. 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. Second quarter investment performance for all of our
equity products exceeded the respective benchmarks used by our clients.
Total expenses for the 2007 second quarter were $5.7 million compared to $5.0
million for the 2006 second quarter. Cash expenses for the 2007 second quarter
were $4.4 million, which excludes $1.4 million in non-cash equity-based
compensation expense, compared to $3.8 million for the 2006 second quarter,
which excludes $1.2 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 $236,000 in non-cash restricted stock expense due to
additional restricted stock grants in July 2006 and an increase of $220,000 in
incentive compensation expense due to higher pre-tax income. The other
significant 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 previously disclosed, in May 2006, our Chief Executive Officer and Chief
Investment Officer received grants of performance-based restricted stock that
are subject to a performance goal in order for the applicable percentage of
shares to vest in any given year. The annual performance goal is set by the
Compensation Committee of our Board of Directors during the first quarter of
each year. The associated compensation expense related to these shares cannot be
recognized until we conclude that it is probable that the performance goal will
be met. During the second quarter of 2007, we reached this conclusion and, as a
result, recorded $470,000 of performance-based restricted stock expense in the
second quarter of 2007 related to these shares. We expect to record the same
amount in the third and fourth quarters of 2007. No expense was recognized for
these shares in the first quarter of 2007. The annual expense related to the
vesting of these shares, which is based on the 2006 grant date fair value, would
be approximately $1.4 million.
Westwood Trust contributed revenue of $2.6 million and net income of $421,000 in
the 2007 second quarter, compared to revenue of $2.1 million and net income of
$290,000 in the 2006 second quarter. Westwood Trust's assets under management as
of June 31, 2007 were $1.7 billion, an increase of 29.8% compared to $1.3
billion as of June 31, 2006.
The WHG Funds, which now consists of five funds, WHG LargeCap Value, WHG
SMidCap, WHG SmallCap Value, WHG Income Opportunity and WHG Balanced, have grown
to $223 million in assets as of June 30, 2007. This represents an increase of
approximately 266% compared to June 30, 2006 and 45% compared to March 31, 2007.
Westwood also announced today that its Board of Directors declared a quarterly
cash dividend of $0.25 per common share, an increase of 25% from the previous
quarterly dividend of $0.20 per share. The Board also declared a special cash
dividend of $0.25 per share. The dividends are payable on October 1, 2007 to
stockholders of record on September 14, 2007. With a quarterly dividend now at a
$1.00 annual rate, we have increased our quarterly dividend per share at a
compounded annual rate of over 65% since we initiated a quarterly dividend in
2002. Our dividend yield is now well above the average yield of companies in the
SNL Asset Manager Index. As we have indicated over the last year, our dividend
policy has evolved to place more emphasis on a higher quarterly dividend with
less emphasis on special dividends to reflect the underlying growth and
strengthening fundamentals of our business. The special dividend of $0.25 per
share payable in October represents the return of excess cash to our
stockholders. The Board will continue to periodically review our excess cash
position in the future.
Brian Casey, Westwood's President & CEO commented, "In the second quarter we
posted another record level of assets under management due to the continued
strong performance of our products as well as several meaningful new account
wins in the quarter. The list of consultant approvals of our new products is
expanding and our new business opportunity pipeline is encouraging. We are
especially gratified to have reached an annual rate of $1.00 per share on our
quarterly dividend within five years as a public company. As we reflect back on
the accomplishments we have achieved over the past five years, we would like to
thank our clients for entrusting their assets to Westwood, our stockholders for
their patience during the formative years and our owner-employees for their
dedication and outstanding effort."
Westwood will host a conference call to discuss the 2007 second quarter results
and other business updates 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 August 2 by
dialing 888-284-7564 (domestic) or 904-596-3174 (international) and entering
passcode 203758.
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 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 four 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; our ability to
maintain our fee structure in light of competitive fee pressures; 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;
changes in our dividend policy and uses of our cash; 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, 2006 and its
quarterly report on Form 10-Q for the three month period ended March 31, 2007
and June 30, 2007. 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 Six months ended
June 30, June 30,
----------------------- -----------------------
2007 2006 2007 2006
---------- ---------- ---------- ----------
REVENUES:
Advisory fees $ 5,003 $ 4,311 $ 9,586 $ 8,490
Trust fees 2,516 2,042 4,892 3,940
Other revenues 438 286 832 720
---------- ---------- ---------- ----------
Total revenues 7,957 6,639 15,310 13,150
---------- ---------- ---------- ----------
EXPENSES:
Employee compensation and benefits 4,266 3,730 7,975 6,921
Sales and marketing 147 157 268 283
WHG mutual funds 66 15 101 87
Information technology 249 225 482 457
Professional services 379 375 779 728
General and administrative 609 520 1,125 1,014
---------- ---------- ---------- ----------
Total expenses 5,716 5,022 10,730 9,490
---------- ---------- ---------- ----------
Income before income taxes 2,241 1,617 4,580 3,660
Provision for income taxes 768 631 1,600 1,417
---------- ---------- ---------- ----------
Income before cumulative effect of accounting change 1,473 986 2,980 2,243
Cumulative effect of change in accounting principle,
net of income taxes of $21 -- -- -- 39
---------- ---------- ---------- ----------
Net income $ 1,473 $ 986 $ 2,980 $ 2,282
========== ========== ========== ==========
Earnings per share:
Basic:
Continuing operations $ 0.26 $ 0.18 $ 0.52 $ 0.41
Cumulative effect of an accounting change -- -- -- --
---------- ---------- ---------- ----------
Net income $ 0.26 $ 0.18 $ 0.52 $ 0.41
========== ========== ========== ==========
Diluted:
Continuing operations $ 0.24 $ 0.18 $ 0.49 $ 0.40
Cumulative effect of an accounting change -- -- -- 0.01
---------- ---------- ---------- ----------
Net income $ 0.24 $ 0.18 $ 0.49 $ 0.41
========== ========== ========== ==========
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of June 30, 2007 and December 31, 2006
(in thousands, except par value and share amounts)
June 30,
2007 December 31,
(unaudited) 2006
------------- -------------
ASSETS
Current Assets:
Cash and cash equivalents $ 3,946 $ 2,177
Accounts receivable 2,754 3,111
Investments, at market value 19,349 17,933
Deferred income taxes 1,724 1,267
Other current assets 366 465
------------- -------------
Total current assets 28,139 24,953
Goodwill 2,302 2,302
Deferred income taxes 15 214
Property and equipment, net of accumulated depreciation of $898 and $774 1,111 1,253
------------- -------------
Total assets $ 31,567 $ 28,722
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities $ 699 $ 778
Dividends payable 1,330 996
Compensation and benefits payable 2,210 2,801
Income taxes payable 883 689
Other current liabilities 11 10
------------- -------------
Total current liabilities 5,133 5,274
Deferred rent 655 713
------------- -------------
Total liabilities 5,788 5,987
------------- -------------
Stockholders' Equity:
Common stock, $0.01 par value, authorized 10,000,000 shares, issued
6,659,356 and outstanding 6,653,859 shares at June 30, 2007; issued and
outstanding 6,638,525 shares at December 31, 67 66
Additional paid-in capital 23,141 20,289
Treasury stock, at cost - 5,497 shares at June 30, 2007; 0 shares at
December 31, 2006 (131) --
Retained earnings 2,702 2,380
------------- -------------
Total stockholders' equity 25,779 22,735
------------- -------------
Total liabilities and stockholders' equity $ 31,567 $ 28,722
============= =============
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
For the six months
ended June 30,
------------------------
2007 2006
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,980 $ 2,282
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 124 138
Unrealized gains on investments (20) (110)
Stock option expense -- 122
Restricted stock amortization 2,260 1,765
Deferred income taxes (258) (630)
Cumulative effect of change in accounting principle -- (39)
Excess tax benefits from stock based compensation (176) (7)
Net purchases of investments - trading securities (778) (129)
Change in operating assets and liabilities:
Accounts receivable 357 41
Other current assets 102 55
Accounts payable and accrued liabilities (79) (94)
Compensation and benefits payable (591) (1,173)
Income taxes payable 476 114
Other liabilities (3) 9
---------- ----------
Net cash provided by operating activities 4,394 2,344
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of money market funds - available for sale (3,986) (2,775)
Sales of money market funds - available for sale 3,368 2,423
Purchase of property and equipment (39) (40)
---------- ----------
Net cash used in investing activities (657) (392)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock (131) --
Excess tax benefits from stock based compensation 176 7
Proceeds from exercise of stock options 311 72
Cash dividends (2,324) (1,078)
---------- ----------
Net cash used in financing activities (1,968) (999)
---------- ----------
NET INCREASE IN CASH 1,769 953
Cash and cash equivalents, beginning of period 2,177 1,897
---------- ----------
Cash and cash equivalents, end of period $ 3,946 $ 2,850
========== ==========
Supplemental cash flow information:
Cash paid during the period for income taxes $ 1,381 $ 1,934
Cancellation of restricted stock (59) --
Tax benefit allocated directly to equity 282 37
Reconciliation of Net Income to Cash Earnings and
Total Expenses to Cash Expenses
(in thousands, except share and per share amounts)
Three Months Ended Three Months Ended
June 30, 2007 June 30, 2006 % Change
------------------ ------------------ --------
Net Income $ 1,473,000 $ 986,000 49.4%
Add: Restricted stock expense 1,362,000 1,126,000 21.0
Add: Stock option expense -- 61,000 N/A
------------------ ------------------ --------
Cash earnings $ 2,835,000 $ 2,173,000 30.5
Diluted weighted average shares 6,140,425 5,566,819 10.3
Cash earnings per share $ 0.46 $ 0.39 17.9
Total expenses $ 5,716,000 $ 5,022,000 13.8
Less: Restricted stock expense (1,362,000) (1,126,000) 21.0
Less: Stock option expense -- (61,000) N/A
------------------ ------------------ --------
Cash expenses $ 4,354,000 $ 3,835,000 13.5%
================== ================== ========
Six Months Ended Six Months Ended
June 30, 2007 June 30, 2006 % Change
------------------ ------------------ --------
Net Income $ 2,980,000 $ 2,282,000 30.6%
Add: Restricted stock expense 2,260,000 1,765,000 28.0
Add: Stock option expense -- 122,000 N/A
Less: Cumulative effect of change
in accounting principle -- (39,000) N/A
------------------ ------------------ --------
Cash earnings $ 5,240,000 $ 4,130,000 26.9
Diluted weighted average shares 6,123,231 5,565,728 10.0
Cash earnings per share $ 0.86 $ 0.74 16.2
Total expenses $ 10,730,000 $ 9,490,000 13.1
Less: Restricted stock expense (2,260,000) (1,765,000) 28.0
Less: Stock option expense -- (122,000) N/A
------------------ ------------------ --------
Cash expenses $ 8,470,000 $ 7,603,000 11.4%
================== ================== ========
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 six months ended June 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.
SOURCE: Westwood Holdings Group, Inc.
# # #
(WHG-G)
CONTACT:
Westwood Holdings Group, Inc.
Bill Hardcastle
(214) 756-6900