SEC Filing | Westwood Holdings Group, Inc.

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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 29, 2003 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.) 300 Crescent Court, Suite 1300, Dallas, Texas 75201 (Address of principal executive offices) (214) 756-6900 (Registrant's telephone number, including area code)

ITEM 7. EXHIBITS (c) Exhibits: The following exhibit is furnished with this report: Exhibit Number Description 99.1 Press Release dated July 29, 2003, entitled "Westwood Holdings Group, Inc. Announces 50% Increase in Quarterly Dividend, a Special Cash Dividend of $1.00, and Q2 2003 Net Income of $0.22 per Share" ITEM 9. REGULATION FD DISCLOSURE / 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 12, "Results of Operations and Financial Condition," is being reported under Item 9, "Regulation FD Disclosure." On July 29, 2003, Westwood Holdings Group, Inc. issued a press release entitled "Westwood Holdings Group, Inc. Announces 50% Increase in Quarterly Dividend, a Special Cash Dividend of $1.00, and Q2 2003 Net Income of $0.22 per Share," 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.

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 29, 2003 WESTWOOD HOLDINGS GROUP, INC. By: /s/ Brian O. Casey -------------------------------------- Brian O. Casey, President and Chief Operating Officer EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Press release dated July 29, 2003, entitled "Westwood Holdings Group, Inc. Announces 50% Increase in Quarterly Dividend, a Special Cash Dividend of $1.00, and Q2 2003 Net Income of $0.22 per Share"

Exhibit 99.1 Westwood Holdings Group, Inc. Announces 50% Increase in Quarterly Dividend, a Special Cash Dividend of $1.00, and Q2 2003 Net Income of $0.22 per Share Dallas, July 29 - Westwood Holdings Group, Inc. (NYSE: WHG) today announced that its Board of Directors has approved the payment of a quarterly cash dividend of $0.03 per common share, an increase of 50% from the previous quarterly dividend of $0.02 per share. The Board has also approved the payment of a special dividend of $1.00 per share. Both the quarterly and special dividends will be payable on October 1, 2003 to stockholders of record on September 15, 2003. Westwood also today reported 2003 second quarter revenues of $5.1 million, net income of $1.2 million, and earnings per diluted share of $0.22. This compares to revenues of $5.5 million, net income of $1.3 million and earnings per diluted share of $0.23 in the second quarter of 2002. Total operating expenses for the 2003 second quarter were $3.1 million, a 9.6% decrease compared to $3.4 million for the 2002 second quarter. Assets under management were $4.3 billion as of June 30, 2003, a decrease of 6.6% compared to $4.6 billion on June 30, 2002 and a 13.6% increase from the $3.8 billion reported at March 31, 2003. Average assets under management for the second quarter of 2003 were $4.1 billion compared to $4.3 billion for the second quarter of 2002, a decrease of 5.5%. Susan M. Byrne, Westwood's founder and Chief Executive Officer commented, "Our dividend is a way to balance the desire for long-term capital growth with the desire for more near-term income. We believe the interests of our stockholders and employees are currently well aligned and are pleased to have the financial flexibility to return excess capital to our stockholders via a special dividend. Even though we are planning for continued challenging times ahead we will continue to invest in our people and products as essential to meeting our long-term growth targets. We expect to maintain a flexible and conservative financial position even after the payment of this special dividend." 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 and foundations, mutual funds and clients of Westwood Trust. Westwood Trust provides, to institutions and high net worth individuals, trust and custodial services and participation in common trust funds that it sponsors. Westwood Holdings Group, Inc. trades on the New York Stock Exchange under the symbol "WHG." For more information, please visit the Company's website at www.westwoodgroup.com.

Note on Forward-looking Statements Statements that are not purely historical facts, including statements about anticipated or expected future revenue and earnings growth and profitability, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "should," "could," "goal," "target," "designed," "on track," "continue," "comfortable with," "optimistic," "look forward to" 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. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors, which may cause actual results to be materially different from those contemplated by the forward-looking statements. Such factors include the risks and uncertainties referenced in our documents filed with, or furnished to, the Securities and Exchange Commission, including without limitation those identified under the caption "Forward-Looking Statements and Risk Factors" in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on forward-looking statements.

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, ------------------------- ------------------------- 2003 2002 2003 2002 ------- ------- ------- ------- REVENUES: Advisory fees ........................................... $ 3,693 $ 4,115 $ 7,313 $ 8,327 Trust fees .............................................. 1,071 1,171 2,210 2,304 Other revenues .......................................... 306 252 559 439 ------- ------- ------- ------- Total revenues ........................................ 5,070 5,538 10,082 11,070 ------- ------- ------- ------- EXPENSES: Employee compensation and benefits ...................... 2,202 2,127 4,321 4,347 Sales and marketing ..................................... 178 160 321 280 Information technology .................................. 208 238 383 460 Professional services ................................... 159 439 418 806 General and administrative .............................. 363 476 712 800 ------- ------- ------- ------- Total expenses ........................................ 3,110 3,440 6,155 6,693 ------- ------- ------- ------- Income before income taxes ................................. 1,960 2,098 3,927 4,377 Provision for income tax expense ........................... 761 839 1,478 1,732 ------- ------- ------- ------- Net income ................................................. $ 1,199 $ 1,259 $ 2,449 $ 2,645 ======= ======= ======= ======= Earnings per share: Basic ................................................... $ 0.22 $ 0.23 $ 0.45 $ 0.49 Diluted ................................................. $ 0.22 $ 0.23 $ 0.45 $ 0.49

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As of June 30, 2003 and December 31, 2002 (in thousands, except par values and share amounts) June 30, 2003 December 31, (unaudited) 2002 ----------- ------------ ASSETS Current Assets: Cash and cash equivalents ..................... $ 3,644 $ 4,359 Accounts receivable ........................... 1,996 2,186 Investments, at market value .................. 16,116 14,230 -------- -------- Total current assets ...................... 21,756 20,775 Goodwill, net of accumulated amortization of $640 ..................................... 2,302 2,302 Other assets, net ............................. 940 1,043 -------- -------- Total assets .............................. $ 24,998 $ 24,120 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable and accrued liabilities ...... $ 834 $ 701 Dividends payable ............................. 108 108 Compensation and benefits payable ............. 1,727 3,523 Income taxes payable .......................... 340 604 -------- -------- Total current liabilities ................. 3,009 4,936 Other liabilities ............................. 47 61 -------- -------- Total liabilities ......................... 3,056 4,997 -------- -------- Stockholders' Equity: Common stock, $0.01 par value, authorized 10,000,000 shares, issued 5,394,522 and outstanding 5,394,169 shares at June 30, 2003; issued 5,394,522 and outstanding 5,394,145 shares at December 31, 2002 ............................. 54 54 Additional paid-in capital .................... 9,717 9,579 Treasury stock, at cost - 353 shares at June 30, 2003 and 377 shares at December 31, 2002 ............................. (6) (6) Notes receivable from stockholders ............ (2,719) (3,598) Retained earnings ............................. 14,896 13,094 -------- -------- Total stockholders' equity ................ 21,942 19,123 -------- -------- Total liabilities and stockholders' equity ......... $ 24,998 $ 24,120 ======== ======== SOURCE: Westwood Holdings Group, Inc. # # # CONTACT: Westwood Holdings Group, Inc. Bill Hardcastle (214) 756-6900