whg-20211027
0001165002FALSE00011650022021-07-272021-07-2700011650022021-10-272021-10-2700011650022021-04-282021-04-28

 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 27, 2021
______________________________________________________________________________________________________

WESTWOOD HOLDINGS GROUP, INC.
(Exact name of registrant as specified in charter)
______________________________________________________________________________________________________

Delaware001-3123475-2969997
(State or other jurisdiction(Commission File Number)(IRS Employer Identification No.)
of incorporation)

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):

    o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common stock, par value $0.01 per shareWHGNew York Stock Exchange

Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ¨
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨



ITEM 2.02:    RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 27, 2021, Westwood Holdings Group, Inc. (“Westwood”) announced its financial results for the quarter ended September 30, 2021, 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, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
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, payable on January 3, 2022 to stockholders of record on December 3, 2021.

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 27, 2021
104    Cover Page Interactive Date File (embedded within the Inline XBRL document)









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 27, 2021

            
WESTWOOD HOLDINGS GROUP, INC.
By:/s/ Murray Forbes III
Murray Forbes III
Chief Financial Officer and Treasurer



Document


https://cdn.kscope.io/00a7cf843bdd24f290122c9d9cbb8063-whgleftjustallcap6531a06.jpg
Westwood Holdings Group, Inc. Reports Third Quarter 2021 Results
Strong performance delivered across multiple products
Increased regular quarterly dividend and repurchased stock


Dallas, TX, October 27, 2021 – Westwood Holdings Group, Inc. (NYSE: WHG) today reported third quarter 2021 earnings. Significant items include:
Improved revenues of $17.9 million vs. the second quarter's $17.5 million and $15.5 million a year ago.
Higher net income of $1.9 million vs. the second quarter's $1.0 million and vs. a $10.3 million net loss in last year's third quarter.
Our LargeCap Value, SmidCap, AllCap Value and Alternative Income strategies all beat their primary benchmarks for the quarter.
In peer rankings, Alternative Income and SmidCap achieved top quintile rankings, and AllCap Value achieved a top third ranking.
Westwood held $76.6 million in cash and short-term investments as of September 30, 2021, down $15.7 million from the second quarter after a special dividend payment of $2.50 per common share, or $20.8 million, was paid in August.
Stockholders' equity was $115.7 million as of September 30, 2021 and we continue to have no debt.
Non-GAAP economic earnings of $3.7 million compared favorably with the second quarter's $2.8 million and a loss of $1.7 million a year ago.
We declared a cash dividend of $0.15 per common share, payable on January 3, 2022 to stockholders of record on December 3, 2021.
Brian Casey, Westwood’s President and CEO, commented, "This was a quarter in which we made progress across a variety of fronts. We successfully deployed the terrific mandates won by our institutional team earlier in the year and our solid performance story continued to unfold as US Value and Multi-Asset turned in good performances versus benchmarks and peer universes. As the quarter drew to a close, we launched two new mutual funds and rolled out a new client portal to provide our Wealth clients with world-class access to their investments. I’m pleased to report that our financial performance also reflected the improving business environment and, after a special dividend of $2.50 per share was paid in August, the board decided to increase our regular quarterly dividend to $0.15 per share. That action, together with our stock repurchase program, underscore our commitment to protect and enhance shareowner value while continuing to invest in our people, products and processes to generate healthy organic growth for Westwood in the months and years ahead."
Revenues were comparable to the second quarter and higher than last year's third quarter reflecting higher average assets under management ("AUM"), partially offset by lower performance fees.
AUM of $13.8 billion decreased from $14.4 billion at June 30, 2021, primarily due to net outflows and market depreciation.



Third quarter net income of $1.9 million exceeded the second quarter's $1.0 million due to the combination of somewhat higher revenues and lower operating expenses. Diluted earnings per share ("EPS") of $0.24 compared with $0.12 for the second quarter. Non-GAAP economic earnings of $3.7 million, or $0.47 per share, compared with economic earnings of $2.8 million, or $0.35 per share, in the second quarter.
Third quarter net income of $1.9 million compared favorably with last year's third quarter net loss of $10.3 million primarily due to higher revenues on higher average AUM and several non-recurring items impacting the prior third quarter. Diluted EPS of $0.24 compared with a loss of $1.31 per share for last year's third quarter. Non-GAAP economic earnings were $3.7 million, or $0.47 per share, compared with economic losses of $1.7 million, or $0.22 per share, for the third quarter of 2020.
Economic earnings (loss) and Economic EPS are non-GAAP performance measures and are explained and reconciled with the most comparable GAAP numbers in the attached tables.
Westwood will host a conference call to discuss third quarter 2021 results and other business matters at 4:30 p.m. Eastern time today. To join the conference call, dial 877-303-6235 (U.S. and Canada) or 631-291-4837 (international). The conference call can also be accessed via our Investor Relations page at westwoodgroup.com and will be available for replay through November 3, 2021 by dialing 855-859-2056 (U.S. and Canada) or 404-537-3406 (international) and entering the passcode 2546858.
ABOUT WESTWOOD HOLDINGS GROUP
Westwood Holdings Group, Inc. is an investment management boutique and wealth management firm. Westwood offers high-conviction equity and outcome-oriented solutions to institutional investors, private wealth clients and financial intermediaries. The firm specializes in the following distinct investment capabilities: U.S. Value Equity, Multi-Asset, and Liquid Alternatives, available through separate accounts, the Westwood Funds® family of mutual funds and other pooled vehicles. Westwood benefits from significant, broad-based employee ownership and trades on the New York Stock Exchange under the symbol “WHG.” Based in Dallas, Westwood also maintains offices in Houston.
For more information on Westwood, please visit westwoodgroup.com.
Forward-looking Statements
Statements in this press release that are not purely historical facts, including, without limitation, statements about our expected future financial position, results of operations or cash flows, as well as other statements including without limitation, words such as “anticipate,” “believe,” “expect,” “could,” 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:
the composition and market value of our AUM; our ability to maintain our fee structure in light of competitive fee pressures; our stockholder rights agreement may make it more difficult for others to obtain control over us, even if it would be beneficial to our stockholders; risks associated with actions of activist stockholders; distributions to our common stockholders have included and may in the future include a return of capital; inclusion of foreign company investments in our AUM; regulations adversely affecting the financial services industry; our ability to maintain effective cyber security; litigation risks; our ability to develop and market new investment strategies successfully; our reputation and our relationships with current and potential customers; our ability to attract and retain qualified personnel; our ability to perform operational tasks; our ability to select and oversee third-party vendors; our dependence on the operations and funds of our subsidiaries; our ability to maintain effective information systems; our ability to prevent misuse of assets and information in the possession of our employees and third-party vendors, which could damage our reputation and result in costly litigation and liability for our clients and us; our stock is thinly



traded and may be subject to volatility; in addition to our stockholder rights agreement, our organizational documents contain provisions that may prevent or deter another group from paying a premium over the market price to our stockholders to acquire our stock; competition in the investment management industry; our ability to avoid termination of client agreements and the related investment redemptions; the significant concentration of our revenues in a small number of customers; our relationships with investment consulting firms; the impact of the COVID-19 pandemic; our ability to identify and execute on our strategic initiatives; our ability to declare and pay dividends; our ability to fund future capital requirements on favorable terms; our ability to properly address conflicts of interest; our ability to maintain adequate insurance coverage; our ability to maintain an effective system of internal controls; 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, 2020 and its quarterly report on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021. 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 events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

# # # #


SOURCE: Westwood Holdings Group, Inc.

(WHG-G)
CONTACT:
Westwood Holdings Group, Inc.
Terry Forbes
Chief Financial Officer and Treasurer
(214) 756-6900



WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share and share amounts)
(unaudited)
Three Months Ended
September 30, 2021June 30, 2021September 30, 2020
REVENUES:
Advisory fees:
Asset-based$12,011 $11,385 $8,847 
Performance-based— — 713 
Trust fees5,952 6,216 5,787 
Trust performance-based fees— — 37 
Other, net(103)(117)70 
Total revenues17,860 17,484 15,454 
EXPENSES:
Employee compensation and benefits10,268 10,237 9,515 
Sales and marketing292 370 215 
Westwood mutual funds814 368 421 
Information technology1,937 2,261 2,158 
Professional services726 1,428 1,033 
General and administrative1,779 2,042 2,333 
Impairment expense— — 3,403 
Loss on foreign currency transactions— — 419 
Total expenses15,816 16,706 19,497 
Net operating income (loss)2,044 778 (4,043)
Realized gains on private investments— 46 — 
Net change in unrealized appreciation (depreciation) on private investments(13)215 (73)
Investment income131 235 (43)
Other income198 142 34 
Foreign currency translation adjustments to net income (loss) upon liquidation of a foreign subsidiary— — (4,193)
Income (loss) before income taxes2,360 1,416 (8,318)
Income tax expense481 446 1,971 
Net income (loss)$1,879 $970 $(10,289)
Other comprehensive income (loss):
   Foreign currency translation adjustments— — 621 
Reclassification of cumulative foreign currency translation adjustments to net income upon liquidation of a foreign subsidiary— — 4,193 
Total comprehensive income (loss)$1,879 $970 $(5,475)
   
Earnings (loss) per share:
Basic$0.24 $0.12 $(1.31)
Diluted$0.24 $0.12 $(1.31)
Weighted average shares outstanding:
Basic7,887,2597,884,7747,829,478
Diluted7,956,0817,928,1067,829,478
Economic Earnings (Loss)$3,706 $2,810 $(1,711)
Economic EPS$0.47 $0.35 $(0.22)
Dividends declared per share$2.60 $0.10 $0.00 






WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share and share amounts)
(unaudited)
Nine Months Ended
September 30, 2021September 30, 2020
REVENUES:
Advisory fees:
Asset-based$33,846 $29,277 
Performance-based1,959 1,408 
Trust fees18,233 17,395 
Trust performance-based fees— 77 
Other, net(375)(159)
Total revenues53,663 47,998 
EXPENSES:
Employee compensation and benefits32,053 32,970 
Sales and marketing892 946 
Westwood mutual funds1,573 1,370 
Information technology6,190 6,219 
Professional services3,471 3,217 
General and administrative5,893 6,830 
Impairment expense— 3,403 
Gain on foreign currency transactions— (1,196)
Total expenses50,072 53,759 
Net operating income (loss)3,591 (5,761)
Realized gains on private investments8,371 — 
Net change in unrealized appreciation (depreciation) on private investments(2,124)(909)
Investment income562 625 
Other income390 102 
Foreign currency translation adjustments to net income (loss) upon liquidation of a foreign subsidiary— (4,193)
Income (loss) before income taxes10,790 (10,136)
Income tax expense3,840 1,626 
Net income (loss)$6,950 $(11,762)
Other comprehensive income (loss):
   Foreign currency translation adjustments— (1,250)
Reclassification of cumulative foreign currency translation adjustments to net income (loss) upon liquidation of a foreign subsidiary— 4,193 
Total comprehensive income (loss)$6,950 $(8,819)
   
Earnings (loss) per share:
Basic$0.88 $(1.46)
Diluted$0.88 $(1.46)
Weighted average shares outstanding:
Basic7,886,3598,040,417
Diluted7,933,8608,040,417
Economic Earnings$12,804 $2,713 
Economic EPS$1.61 $0.34 
Dividends declared per share$2.70 $0.43 





WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par value and share amounts)
(unaudited)
September 30, 2021December 31, 2020
ASSETS
Current Assets:
Cash and cash equivalents$18,461 $13,016 
Accounts receivable9,785 9,450 
Investments, at fair value58,094 69,542 
Prepaid income taxes79 1,700 
Other current assets2,451 2,606 
Total current assets88,870 96,314 
Investments4,455 8,154 
Noncurrent investments at fair value4,185 3,527 
Goodwill16,401 16,401 
Deferred income taxes991 1,468 
Operating lease right-of-use assets5,180 6,103 
Intangible assets, net12,317 13,535 
Property and equipment, net of accumulated depreciation of $8,456 and $8,0562,229 3,186 
Other long-term assets634 464 
Total long-term assets46,392 52,838 
Total assets$135,262 $149,152 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued liabilities$2,775 $1,627 
Dividends payable1,333 810 
Compensation and benefits payable6,991 7,448 
Operating lease liabilities1,410 1,718 
Accrued stock repurchases36 — 
Income taxes payable752 191 
Total current liabilities13,297 11,794 
Accrued dividends1,148 526 
Noncurrent operating lease liabilities5,089 6,121 
Total long-term liabilities6,237 6,647 
Total liabilities19,534 18,441 
Stockholders’ Equity:
Common stock, $0.01 par value, authorized 25,000,000 shares, issued 10,658,681 and outstanding 8,296,864 shares at September 30, 2021; issued 10,500,549 and outstanding 8,326,948 shares at December 31, 2020
108 105 
Additional paid-in capital193,901 210,268 
Treasury stock, at cost - 2,361,817 shares at September 30, 2021; 2,173,559 shares at December 31, 2020
(81,050)(77,967)
Retained earnings (accumulated deficit)2,769 (1,695)
Total stockholders’ equity115,728 130,711 
Total liabilities and stockholders’ equity$135,262 $149,152 




WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Nine Months Ended September 30,
20212020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)$6,950 $(11,762)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:  
Depreciation571 697 
Amortization of intangible assets1,218 1,293 
Net change in unrealized (appreciation) depreciation on investments2,425 1,132 
Realized gains on private investments(8,371)— 
Stock-based compensation expense4,459 5,409 
Deferred income taxes477 (191)
Non-cash lease expense923 1,253 
Gain on asset disposition(148)— 
Impairment of goodwill— 3,403 
Currency translation adjustment reclassification— 4,193 
Changes in operating assets and liabilities:  
Net (purchases) sales of trading securities11,191 (11,891)
Accounts receivable(335)3,634 
Other current assets(15)246 
Accounts payable and accrued liabilities1,149 (47)
Compensation and benefits payable(430)(3,769)
Income taxes payable2,191 492 
Other liabilities(1,195)(1,174)
Net cash (used in) provided by operating activities21,060 (7,082)
CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of investments9,258 — 
Sale of property and equipment501 — 
Purchases of property and equipment(114)(92)
Purchases of investments(15)— 
Net cash provided by (used in) investing activities9,630 (92)
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchases of treasury stock(2,164)(12,952)
Purchases of treasury stock for employee stock plans— (697)
Restricted stock returned for payment of taxes(884)(1,120)
Cash dividends(22,125)(11,043)
Net cash used in financing activities(25,173)(25,812)
Effect of currency rate changes on cash(72)(1,187)
NET CHANGE IN CASH AND CASH EQUIVALENTS5,445 (34,173)
Cash and cash equivalents, beginning of period13,016 49,766 
Cash and cash equivalents, end of period$18,461 $15,593 
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for income taxes$506 $1,294 
Accrued dividends$2,481 $1,448 
Accrued purchases of treasury stock$36 $— 





WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
Reconciliation of Net Income (Loss) to Economic Earnings (Loss)
(in thousands, except per share and share amounts)
(unaudited)

As supplemental information, we are providing non-GAAP performance measures that we refer to as Economic Earnings (Loss) and Economic EPS. We provide these measures in addition to, not as a substitute for, net income (loss) and earnings (loss) per share, which are reported on a GAAP basis. Our management and Board of Directors review Economic Earnings (Loss) and Economic EPS to evaluate our ongoing performance, allocate resources, and review our dividend policy. We believe that these non-GAAP performance measures, while not substitutes for GAAP net income (loss) or earnings (loss) per share, are useful for management and investors when evaluating our underlying operating and financial performance and our available resources. We do not advocate that investors consider these non-GAAP measures without also considering financial information prepared in accordance with GAAP.
We define Economic Earnings (Loss) as net income (loss) plus non-cash equity-based compensation expense, impairment expense, amortization of intangible assets, currency translation adjustment reclassification and deferred taxes related to goodwill. Although depreciation on fixed assets is a non-cash expense, we do not add it back when calculating Economic Earnings (Loss) because depreciation charges represent an allocation of the decline in the value of the related assets that will ultimately require replacement. In addition, we do not adjust Economic Earnings (Loss) for tax deductions related to restricted stock expense or amortization of intangible assets. Economic EPS represents Economic Earnings (Loss) divided by diluted weighted average shares outstanding.
Three Months Ended
September 30, 2021June 30, 2021September 30, 2020
Net income (loss)$1,879 $970 $(10,289)
Add: Stock-based compensation expense1,362 1,375 488 
Add: Impairment expense— — 3,403 
Add: Intangible amortization406 406 435 
Add: Currency translation adjustment reclassification— — 4,193 
Add: Tax benefit from goodwill amortization59 59 59 
Economic Earnings (Loss)$3,706 $2,810 $(1,711)
Diluted weighted average shares7,956,0817,928,1067,829,478
Economic EPS$0.47 $0.35 $(0.22)
Nine Months Ended
September 30, 2021September 30, 2020
Net income (loss)$6,950 $(11,762)
Add: Stock-based compensation expense4,459 5,409 
Add: Impairment expense— 3,403 
Add: Intangible amortization1,218 1,293 
Add: Currency translation adjustment reclassification— 4,193 
Add: Tax benefit from goodwill amortization177 177 
Economic Earnings$12,804 $2,713 
Diluted weighted average shares7,933,860 8,040,417 
Economic EPS$1.61 $0.34