whg-20220209
0001165002False00011650022022-02-092022-02-09

 
 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): February 9, 2022
______________________________________________________________________________________________________

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 February 9, 2022, Westwood Holdings Group, Inc. (“Westwood”) announced its financial results for the quarter ended December 31, 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 April 1, 2022 to stockholders of record on March 4, 2022.

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 9, 2022
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: February 9, 2022

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



Document


https://cdn.kscope.io/1477ccb9973c7529be3da73ab71d56e0-whgleftjustallcap6531a06a.jpg
Westwood Holdings Group Reports Fourth Quarter and Full Year 2021 Results
Competitive performance across key strategies
Double-digit revenue growth powers return to full year profitability

Dallas, TX, February 9, 2022 – Westwood Holdings Group, Inc. (NYSE: WHG) today reported fourth quarter earnings. Significant items include:
Fourth quarter revenues of $19.4 million compared with $17.9 million in the third quarter and $17.1 million a year ago.
Net income of $2.8 million compared with $1.9 million in the third quarter and $2.8 million in the fourth quarter of 2020.
Net income totaled $9.8 million in 2021 versus a net loss of $8.9 million in the previous year.
Our LargeCap Value, SmallCap Value, Alternative Income and Select Equity strategies beat their primary benchmarks for the quarter.
SmallCap Value achieved a top quartile peer ranking, and LargeCap Value, Alternative Income and Select Equity ranked in the top third of their peer groups for the quarter.
Westwood held $80.2 million in cash and short-term investments at December 31, 2021, up $3.6 million from September 30, 2021.
Stockholders' equity at December 31, 2021 was $117.9 million and we continue to have no debt.
Non-GAAP Economic Earnings of $4.7 million compared with $3.7 million in the third quarter and $4.6 million in the fourth quarter of 2020.
We declared a cash dividend of $0.15 per common share, payable on April 1, 2022 to stockholders of record on March 4, 2022.
Brian Casey, Westwood’s President and CEO, commented, "The fourth quarter’s accomplishments built upon our many substantial achievements reported earlier last year. Our investment teams delivered solid performance and competitive peer rankings in key products while our sales teams generated positive fund flows across many products, enabling assets under management ("AUM") to grow from $13.0 billion to $14.5 billion by year end. Revenues grew 13% from 2020’s fourth quarter, which powered a 27% increase in economic earnings and a 50% jump in diluted EPS from 2021’s third quarter. We launched three mutual funds and achieved strong client retention in Wealth Management while adding new accounts along with a new client portal to enhance the investor experience. I am very pleased to report that our businesses performed very well last year: we restored dividends and paid a special dividend, we bought back stock, and, best of all, we returned Westwood to profitability!"
Revenues of $19.4 million increased $2.3 million from 2020's fourth quarter principally due to higher average AUM. Revenues rose $1.5 million versus the third quarter principally on higher average AUM and higher performance fees.



AUM of $14.5 billion at December 31, 2021 rose from $13.8 billion at September 30, 2021 principally due to market appreciation.
Fourth quarter net income of $2.8 million exceeded the third quarter's $1.9 million due to higher revenues and unrealized appreciation on private investments, partially offset by one-time expenses related to administrative reorganization of our mutual funds. Diluted earnings per share ("EPS") of $0.36 compared to $0.24 per share for the third quarter. Non-GAAP Economic Earnings were $4.7 million, or $0.59 per share, compared to the third quarter's $3.7 million, or $0.47 per share.
Fourth quarter net income of $2.8 million was consistent with the prior year's fourth quarter as revenues and expenses increased at the same pace. Diluted EPS of $0.36 repeated 2020's fourth quarter. Non-GAAP Economic Earnings of $4.7 million, or $0.59 per share, rose from $4.6 million, or $0.58 per share, in 2020's fourth quarter.
2021 net income of $9.8 million compared to 2020's net loss of $8.9 million on higher revenues, higher realized gains on private investments and the impact of non-recurring items during 2020, partially offset by higher income taxes and mutual fund expenses. Diluted EPS was $1.23 per share compared with a loss of $1.12 per share for 2020. Economic EPS of $2.20 compared with $0.91 in 2020.
Economic earnings 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 fourth quarter and fiscal year 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 February 16, 2022 by dialing 855-859-2056 (U.S. and Canada) or 404-537-3406 (international) and entering the passcode 9074885.
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
(in thousands, except per share and share amounts)
(unaudited)

Three Months Ended
December 31, 2021September 30, 2021December 31, 2020
REVENUES:
Advisory fees:
Asset-based$12,081 $12,011 $8,751 
Performance-based1,376 — 1,400 
Trust fees5,797 5,952 6,168 
Trust performance-based101 — 289 
Other, net36 (103)505 
Total revenues19,391 17,860 17,113 
   
EXPENSES:
Employee compensation and benefits10,479 10,268 9,171 
Sales and marketing388 292 248 
Westwood mutual funds1,084 814 311 
Information technology1,971 1,937 1,892 
Professional services920 726 1,054 
General and administrative2,181 1,779 2,111 
Loss on foreign currency transactions— — 12 
Total expenses17,023 15,816 14,799 
Net operating income2,368 2,044 2,314 
Net change in unrealized appreciation (depreciation) on private investments327 (13)198 
Investment income 306 131 (21)
Other income212 198 33 
Foreign currency translation adjustments to net income upon liquidation of a foreign subsidiary— — 24 
Income before income taxes3,213 2,360 2,548 
Provision for income taxes400 481 (267)
Net income$2,813 $1,879 $2,815 
Other comprehensive income (loss), net of tax:
   Foreign currency translation adjustments— — 24 
Reclassification of cumulative foreign currency translation adjustments to net income upon liquidation of a foreign subsidiary— — (24)
Total comprehensive income$2,813 $1,879 $2,815 
   
Earnings per share:
Basic$0.36 $0.24 $0.36 
Diluted$0.36 $0.24 $0.36 
Weighted average shares outstanding:
Basic7,842,8677,887,2597,830,115
Diluted7,910,6737,956,0817,838,504
Economic Earnings$4,654 $3,706 $4,571 
Economic EPS$0.59 $0.47 $0.58 
Dividends declared per share$0.15 $2.60 $0.00 




WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share and share amounts)
(unaudited)
Year Ended December 31,
20212020
REVENUES:
Advisory fees:
Asset-based$45,927 $38,028 
Performance-based3,335 2,808 
Trust fees24,030 23,563 
Trust performance-based101 366 
Other, net(339)346 
Total revenues73,054 65,111 
   
EXPENSES:
Employee compensation and benefits42,532 42,141 
Sales and marketing1,280 1,194 
Westwood mutual funds2,657 1,681 
Information technology8,161 8,111 
Professional services4,391 4,271 
General and administrative8,074 8,941 
Impairment expense— 3,403 
Gain on foreign currency transactions— (1,184)
Total expenses67,095 68,558 
Net operating income (loss)5,959 (3,447)
Realized gains on private investments8,371 — 
Net change in unrealized depreciation on private investments(1,797)(711)
Investment income868 604 
Other income602 135 
Foreign currency translation adjustments to net income (loss) upon liquidation of a foreign subsidiary— (4,169)
Income (loss) before income taxes14,003 (7,588)
Provision for income taxes4,240 1,359 
Net income (loss)$9,763 $(8,947)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments— (1,226)
Reclassification of cumulative foreign currency translation adjustments to net income (loss) upon liquidation of a foreign subsidiary— 4,169 
Total comprehensive income (loss)$9,763 $(6,004)
   
Earnings (loss) per share:
Basic$1.24 $(1.12)
Diluted$1.23 $(1.12)
Weighted average shares outstanding:
Basic7,875,3957,987,554
Diluted7,927,9727,987,554
Economic Earnings$17,458 $7,284 
Economic EPS$2.20 $0.91 
Dividends declared per share$2.95 $0.43 





WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par value and share amounts)
(unaudited)
December 31, 2021December 31, 2020
ASSETS
Current Assets:
Cash and cash equivalents$15,206 $13,016 
Accounts receivable11,152 9,450 
Investments, at fair value65,024 69,542 
Income taxes receivable233 1,700 
Other current assets2,246 2,606 
Total current assets93,861 96,314 
Investments4,455 8,154 
Noncurrent investments at fair value4,513 3,527 
Goodwill16,401 16,401 
Deferred income taxes848 1,468 
Operating lease right-of-use assets4,868 6,103 
Intangible assets, net11,911 13,535 
Property and equipment, net of accumulated depreciation of $8,637 and $8,0562,114 3,186 
Other long-term assets634 464 
Total long-term assets45,744 52,838 
Total assets$139,605 $149,152 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued liabilities$2,637 $1,627 
Dividends payable1,800 810 
Compensation and benefits payable9,530 7,448 
Operating lease liabilities1,409 1,718 
Income taxes payable466 191 
Total current liabilities15,842 11,794 
Accrued dividends1,133 526 
Noncurrent operating lease liabilities4,724 6,121 
Total long-term liabilities5,857 6,647 
Total liabilities21,699 18,441 
Stockholders’ Equity:
Common stock, $0.01 par value, authorized 25,000,000 shares, issued 10,658,644 and outstanding 8,253,491 shares at December 31, 2021; issued 10,500,549 and outstanding 8,326,948 shares at December 31, 2020107 105 
Additional paid-in capital195,187 210,268 
Treasury stock, at cost – 2,405,154 shares at December 31, 2021; 2,173,559 shares at December 31, 2020(81,750)(77,967)
Retained earnings (accumulated deficit)4,362 (1,695)
Total stockholders’ equity117,906 130,711 
Total liabilities and stockholders’ equity$139,605 $149,152 




WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Year ended December 31,
20212020
Cash flows from operating activities:
Net income (loss)$9,763 $(8,947)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation750 921 
Amortization of intangible assets1,624 1,721 
Net change in unrealized (appreciation) depreciation on investments1,845 1,056 
Realized gains on private investments(8,371)— 
Stock-based compensation expense5,835 6,701 
Deferred income taxes620 754 
Loss on asset disposition— 48 
Gain on asset disposition(148)— 
Non-cash lease expense1,235 1,500 
Impairment of goodwill— 3,403 
Currency translation adjustment reclassification— 4,169 
Changes in operating assets and liabilities:  
Net (purchases) sales of investments – trading securities4,513 (19,562)
Accounts receivable(1,702)3,683 
Other current assets189 (170)
Accounts payable and accrued liabilities1,009 (526)
Compensation and benefits payable2,042 (2,270)
Income taxes payable1,750 (690)
Other liabilities(1,569)(1,561)
Net cash provided by (used in) operating activities19,385 (9,770)
Cash flows from investing activities:
Sale of investments9,258 — 
Purchases of investments(15)— 
Purchases of property and equipment(178)(93)
Proceeds on sale of property and equipment501 89 
Net cash provided by (used in) investing activities9,566 (4)
Cash flows from financing activities:
Purchases of treasury stock(2,990)(12,952)
Purchases of treasury stock for employee stock plans— (697)
Restricted stock returned for payment of taxes(884)(1,120)
Cash dividends(22,932)(11,043)
Net cash used in financing activities(26,806)(25,812)
Effect of currency rate changes on cash45 (1,164)
Net increase (decrease) in cash and cash equivalents2,190 (36,750)
Cash and cash equivalents, beginning of period13,016 49,766 
Cash and cash equivalents, end of period$15,206 $13,016 
Supplemental cash flow information:
Cash paid during the period for income taxes$1,858 $1,271 
Accrued dividends$2,933 $1,336 





WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
Reconciliation of Net Income (Loss) to Economic Earnings
(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 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 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 as net income (loss) plus non-cash stock-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 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 for tax deductions related to restricted stock expense or amortization of intangible assets. Economic EPS represents Economic Earnings divided by diluted weighted average shares outstanding.
Three Months Ended
December 31,
2021
September 30,
2021
December 31,
2020
Net Income$2,813 $1,879 $2,815 
Add: Stock-based compensation expense1,375 1,362 1,292 
Add: Intangible amortization406 406 428 
Add: Currency translation adjustment reclassification— — (24)
Add: Tax benefit from goodwill amortization60 59 60 
Economic Earnings$4,654 $3,706 $4,571 
Diluted weighted average shares7,910,6737,956,0817,838,504
Economic EPS$0.59 $0.47 $0.58 
Year Ended December 31,
20212020
Net Income (Loss)$9,763 $(8,947)
Add: Stock-based compensation expense5,834 6,701 
Add: Impairment expense— 3,403 
Add: Intangible amortization1,624 1,721 
Add: Currency translation adjustment reclassification— 4,169 
Add: Tax benefit from goodwill amortization237 237 
Economic Earnings$17,458 $7,284 
Diluted weighted average shares7,927,9727,987,554
Economic EPS$2.20 $0.91