whg-20220727
0001165002FALSE00011650022022-07-272022-07-27

 
 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): July 27, 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 July 27, 2022, Westwood Holdings Group, Inc. (“Westwood”) announced its financial results for the quarter ended June 30, 2022, 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 October 1, 2022 to stockholders of record on September 2, 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 July 27, 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: July 27, 2022

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



Document


https://cdn.kscope.io/ca3603831c9ad532b9b8b1d8b46fe7d2-whgleftjustallcap6531a06.jpg
Westwood Holdings Group, Inc. Reports Second Quarter 2022 Results
Strategic Acquisition of Salient Partners' Asset Management Business
Strong Performance Delivered Across Multiple Products
Many Peer Rankings Benefited from Benchmark-Beating Performances


Dallas, TX, July 27, 2022 – Westwood Holdings Group, Inc. (NYSE: WHG) today reported second quarter 2022 earnings. Significant items for the quarter include:
We announced the strategic acquisition of Salient Partners' ("Salient") asset management business, subject to satisfaction of certain revenue retention and growth targets.
Revenues totaled $15.6 million vs. the first quarter's $17.2 million and $17.5 million a year ago reflecting the substantial downturn suffered by worldwide markets during the first half of 2022.
Numerous strategies beat their primary benchmarks, including LargeCap Value, SmidCap, SmallCap Value, AllCap Value, MidCap Value, Platinum, Select Equity, Dividend Select, SmallCap Growth, Balanced, Enhanced Balanced and Credit Opportunities.
Our quarterly peer rankings also reflected our strong performance, as our Alternative Income mutual fund achieved a top percentile ranking, SmallCap Growth obtained a top 10th percentile ranking, Credit Opportunities, SmallCap Value and Select Equity posted top 20th percentile rankings, and AllCap Value and MidCap Value both scored top third rankings.
We reported a net loss of $0.4 million vs. net income of $0.1 million in the first quarter and net income of $1.0 million in last year's second quarter.
Non-GAAP Economic Earnings of $1.6 million compared with the first quarter's $1.9 million and $2.8 million a year ago.
Westwood held $73.6 million in cash and short-term investments as of June 30, 2022, consistent with the first quarter of 2022.
Stockholders' equity totaled $115.7 million as of June 30, 2022 and we continue to have no debt.
We declared a cash dividend of $0.15 per common share, payable on October 1, 2022 to stockholders of record on September 2, 2022.
Brian Casey, Westwood’s President and CEO, commented, "The severe market downturn inflicted on investors in the second quarter negatively impacted our assets under management, revenues and earnings. Despite these near-term challenges, we are pleased to report outperformance across our entire US Value franchise and a first percentile ranking for our Alternative Income strategy led strong competitive performances achieved by other Westwood strategies. Our SmallCap growth product was nearly 600 basis points ahead of its benchmark for the quarter and was over 1000 basis points ahead of its benchmark year to date.
We announced the acquisition of Salient Partners’ asset management business in May and we are working hard in a cooperative effort towards closing this highly accretive acquisition before year end. It has been reassuring to see the Salient assets under management hold up better than the broader market due to its



product set of energy, real estate and hedged equity strategies. We look forward to integrating the Salient team into Westwood and building on their success going forward together."
Revenues were lower than the first quarter and last year's second quarter reflecting lower average assets under management ("AUM") mainly attributable to the downdraft affecting markets worldwide.
AUM of $12.1 billion decreased from $13.9 billion at March 31, 2022, primarily due to market depreciation across most asset classes and geographies.
The second quarter net loss of $0.4 million compared to the first quarter's net income of $0.1 million due to lower revenues partially offset by lower expenses, primarily employee compensation and benefits. Diluted earnings (loss) per share ("EPS") of $(0.05) compared with $0.01 for the first quarter. Non-GAAP Economic Earnings of $1.6 million, or $0.20 per share, compared with $1.9 million, or $0.24 per share, in the first quarter.
The second quarter net loss of $0.4 million declined from last year's second quarter net income of $1.0 million primarily on lower revenues, partially offset by lower expenses, primarily employee compensation and benefits. Diluted EPS was $(0.05) compared with $0.12 per share for the second quarter of 2021. Non-GAAP Economic Earnings were $1.6 million, or $0.20 per share, compared with $2.8 million, or $0.35 per share, in the second quarter of 2021.
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 second quarter 2022 results and other business matters at 4:30 p.m. Eastern time today. To join the conference call, please register here:
https://register.vevent.com/register/BIb477f4780a5b4f05bd2c176b54b63365
After registering, you will be provided with a dial-in number containing a personalized PIN.
Webcast Link: https://edge.media-server.com/mmc/p/2324o3fj

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, 2021 and its quarterly reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022. 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
June 30, 2022March 31, 2022June 30, 2021
REVENUES:
Advisory fees:
Asset-based$10,980 $11,790 $11,385 
Trust fees5,365 5,715 6,216 
Other, net(742)(289)(117)
Total revenues15,603 17,216 17,484 
EXPENSES:
Employee compensation and benefits9,133 10,334 10,237 
Sales and marketing509 482 370 
Westwood mutual funds601 596 368 
Information technology1,935 1,829 2,261 
Professional services1,475 1,520 1,428 
General and administrative2,348 2,040 2,042 
Total expenses16,001 16,801 16,706 
Net operating income (loss)(398)415 778 
Realized gains on private investments— — 46 
Net change in unrealized appreciation (depreciation) on private investments(299)37 215 
Net investment income(16)235 
Other income234 158 142 
Income (loss) before income taxes(458)594 1,416 
Income tax provision(80)544 446 
Net income (loss)$(378)$50 $970 
Total comprehensive income (loss)$(378)$50 $970 
   
Earnings (loss) per share:
Basic$(0.05)$0.01 $0.12 
Diluted$(0.05)$0.01 $0.12 
Weighted average shares outstanding:
Basic7,944,2127,865,1747,884,771
Diluted7,944,2127,931,4537,928,106
Economic Earnings$1,608 $1,894 $2,810 
Economic EPS$0.20 $0.24 $0.35 
Dividends declared per share$0.15 $0.15 $0.10 






WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share and share amounts)
(unaudited)
Six Months Ended
June 30, 2022June 30, 2021
REVENUES:
Advisory fees:
Asset-based$22,770 $21,835 
Performance-based— 1,959 
Trust fees11,080 12,281 
Other, net(1,031)(272)
Total revenues32,819 35,803 
EXPENSES:
Employee compensation and benefits19,467 21,785 
Sales and marketing991 600 
Westwood mutual funds1,197 759 
Information technology3,764 4,253 
Professional services2,995 2,745 
General and administrative4,388 4,114 
Total expenses32,802 34,256 
Net operating income (loss)17 1,547 
Realized gains on private investments— 8,371 
Net change in unrealized appreciation (depreciation) on private investments(262)(2,111)
Net investment income(11)431 
Other income392 192 
Income (loss) before income taxes136 8,430 
Income tax expense464 3,359 
Net income (loss)$(328)$5,071 
Total comprehensive income (loss)$(328)$5,071 
   
Earnings (loss) per share:
Basic$(0.04)$0.64 
Diluted$(0.04)$0.64 
Weighted average shares outstanding:
Basic7,904,9117,885,901
Diluted7,904,9117,922,742
Economic Earnings$3,502 $9,098 
Economic EPS$0.44 $1.15 
Dividends declared per share$0.30 $0.20 





WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par value and share amounts)
(unaudited)
June 30, 2022December 31, 2021
ASSETS
Current Assets:
Cash and cash equivalents$21,975 $15,206 
Accounts receivable9,290 11,152 
Investments, at fair value51,606 65,024 
Prepaid income taxes587 233 
Other current assets1,917 2,246 
Total current assets85,375 93,861 
Investments4,455 4,455 
Noncurrent investments at fair value4,249 4,513 
Goodwill16,401 16,401 
Deferred income taxes1,350 848 
Operating lease right-of-use assets4,379 4,868 
Intangible assets, net11,100 11,911 
Property and equipment, net of accumulated depreciation of $8,976 and $8,6371,844 2,114 
Other long-term assets772 634 
Total long-term assets44,550 45,744 
Total assets$129,925 $139,605 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued liabilities$2,513 $2,637 
Dividends payable1,737 1,800 
Compensation and benefits payable3,933 9,530 
Operating lease liabilities1,499 1,409 
Income taxes payable— 466 
Total current liabilities9,682 15,842 
Accrued dividends477 1,133 
Noncurrent operating lease liabilities4,048 4,724 
Total long-term liabilities4,525 5,857 
Total liabilities14,207 21,699 
Stockholders’ Equity:
Common stock, $0.01 par value, authorized 25,000,000 shares, issued 11,059,848 and outstanding 8,511,014 shares at June 30, 2022; issued 10,658,644 and outstanding 8,253,491 shares at December 31, 2021111 107 
Additional paid-in capital198,084 195,187 
Treasury stock, at cost - 2,548,834 shares at June 30, 2022; 2,405,154 shares at December 31, 2021(83,970)(81,750)
Retained earnings1,493 4,362 
Total stockholders’ equity115,718 117,906 
Total liabilities and stockholders’ equity$129,925 $139,605 




WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Six Months Ended June 30,
20222021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)$(328)$5,071 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:  
Depreciation352 397 
Amortization of intangible assets811 812 
Net change in unrealized depreciation on investments1,312 2,273 
Realized gains on private investments— (8,371)
Stock-based compensation expense2,901 3,097 
Deferred income taxes(502)13 
Non-cash lease expense490 614 
Gain on asset disposition— (148)
Changes in operating assets and liabilities:  
Net (purchases) sales of trading securities12,370 (5,642)
Accounts receivable1,862 (431)
Other current assets192 376 
Accounts payable and accrued liabilities(314)1,585 
Compensation and benefits payable(5,597)(2,942)
Income taxes payable(823)2,899 
Other liabilities(585)(833)
Net cash provided by (used in) operating activities12,141 (1,230)
CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of investments— 9,258 
Sale of property and equipment— 501 
Purchases of property and equipment(82)(93)
Purchases of investments— (15)
Net cash (used in) provided by investing activities(82)9,651 
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchases of treasury stock(1,404)(1,700)
Restricted stock returned for payment of taxes(626)(884)
Cash dividends(3,264)(1,619)
Net cash used in financing activities(5,294)(4,203)
Effect of currency rate changes on cash13 
NET CHANGE IN CASH AND CASH EQUIVALENTS6,769 4,231 
Cash and cash equivalents, beginning of period15,206 13,016 
Cash and cash equivalents, end of period$21,975 $17,247 
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for income taxes$1,791 $447 
Accrued dividends$2,214 $1,364 
Accrued purchases of treasury stock$190 $— 





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 equity-based compensation expense, amortization of intangible assets 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
June 30, 2022March 31, 2022June 30, 2021
Net income (loss)$(378)$50 $970 
Stock-based compensation expense1,521 1,380 1,375 
Intangible amortization406 405 406 
Tax benefit from goodwill amortization59 59 59 
Economic Earnings$1,608 $1,894 $2,810 
Earnings (loss) per share$(0.05)$0.01 $0.12 
Stock-based compensation expense0.190.170.17
Intangible amortization0.050.050.05
Tax benefit from goodwill amortization0.010.010.01
Economic EPS$0.20 $0.24 $0.35 
Diluted weighted average shares7,944,2127,931,4537,928,106
Six Months Ended
June 30, 2022June 30, 2021
Net income (loss)$(328)$5,071 
Stock-based compensation expense2,901 3,097 
Intangible amortization811 812 
Tax benefit from goodwill amortization118 118 
Economic Earnings$3,502 $9,098 
Earnings (loss) per share$(0.04)$0.64 
Stock-based compensation expense0.370.40
Intangible amortization0.100.10
Tax benefit from goodwill amortization0.010.01
Economic EPS$0.44 $1.15 
Diluted weighted average shares7,904,9117,922,742