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): February 3, 2004
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 February 3, 2004, entitled "Westwood
Holdings Group, Inc. Announces 33% Increase in Quarterly
Dividend and Reports Q4 and Fiscal Year 2003 Results"
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 February 3, 2004, Westwood Holdings Group, Inc. issued a press release
entitled "Westwood Holdings Group, Inc. Announces 33% Increase in Quarterly
Dividend and Reports Q4 and Fiscal Year 2003 Results," 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: February 3, 2004
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 February 3, 2004, entitled "Westwood
Holdings Group, Inc. Announces 33% Increase in Quarterly
Dividend and Reports Q4 and Fiscal Year 2003 Results"
Exhibit 99.1
Westwood Holdings Group, Inc. Announces 33% Increase in Quarterly Dividend And
Reports Q4 and Fiscal Year 2003 Results
DALLAS, Feb. 3 /PRNewswire-FirstCall/ -- Westwood Holdings Group, Inc.
(NYSE: WHG) today announced that its Board of Directors has approved a 33%
increase in its quarterly cash dividend to $0.04 per common share compared to
the previous quarterly dividend of $0.03 per share. The dividend will be
payable on April 1, 2004 to stockholders of record on March 15, 2004.
Westwood also today reported 2003 fourth quarter revenues of $4.7 million,
net income of $1.1 million, and earnings per diluted share of $0.21. This
compares to revenues of $5.0 million, and net income of $1.4 million, or
$0.25 per diluted share in the fourth quarter of 2002. For the fiscal year
ended December 31, 2003, Westwood reported revenues of $20.1 million and net
income of $4.9 million, or $0.90 per diluted share, compared to revenues of
$21.6 million and net income of $5.2 million, or $0.97 per diluted share, for
the 2002 fiscal year.
Total expenses for the 2003 fourth quarter were $2.9 million compared to
$2.8 million for the 2002 fourth quarter, and were $12.2 million for the 2003
fiscal year compared to $13.0 million for the 2002 fiscal year.
Assets under management were $4.0 billion as of December 31, 2003, a
decrease of 3.0% compared to $4.1 billion on December 31, 2002. Quarterly
average assets under management for the year 2003 were $4.0 billion compared
to $4.2 billion for the year 2002. The slight decline in assets under
management was primarily due to the withdrawal of assets by certain clients
substantially offset by the market appreciation of assets under management and
inflows from new clients.
Susan M. Byrne, Westwood's founder and Chief Executive Officer commented,
"We are pleased with firm-wide results for 2003, which was our first full year
as a public company. We continued to focus on expanding operational
efficiencies, while our investment portfolios benefited from the stock
market's best year since 1999. Although the riskiest investment styles
produced the highest returns in 2003, our quality-based process was still able
to produce solid returns in all of our major equity portfolios. In addition,
we experienced strong growth at Westwood Trust, increasing assets under
management by more than 40%. We look forward to 2004 with the belief that our
clients will once again be rewarded for their commitment to our proven
investment discipline."
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 Year ended
ended December 31, December 31,
2003 2002 2003 2002
REVENUES:
Advisory fees $ 3,204 $ 3,741 $ 14,008 $ 16,223
Trust fees 1,324 1,076 4,794 4,508
Other revenues 178 196 1,276 893
Total revenues 4,706 5,013 20,078 21,624
EXPENSES:
Employee compensation and benefits 1,995 2,219 8,492 9,149
Sales and marketing 112 48 563 442
Information technology 182 162 779 850
Professional services 216 84 892 1,075
General and administrative 392 309 1,472 1,444
Total expenses 2,897 2,822 12,198 12,960
Income before income taxes 1,809 2,191 7,880 8,664
Provision for income tax expense 693 828 2,996 3,453
Net income $ 1,116 $ 1,363 $ 4,884 $ 5,211
Earnings per share:
Basic $ 0.21 $ 0.25 $ 0.91 $ 0.97
Diluted $ 0.21 $ 0.25 $ 0.90 $ 0.97
Note: Quarterly numbers may not add due to rounding.
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of December 31, 2003 and December 31, 2002
(in thousands, except par values and share amounts)
(unaudited)
2003 2002
ASSETS
Current Assets:
Cash and cash equivalents $ 3,643 $ 4,359
Accounts receivable 1,931 2,186
Investments, at market value 17,413 14,230
Total current assets 22,987 20,775
Goodwill, net of accumulated amortization of $640 2,302 2,302
Other assets, net 948 1,043
Total assets $ 26,237 $ 24,120
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities $ 935 $ 701
Dividends payable 167 108
Compensation and benefits payable 2,776 3,523
Income taxes payable 472 604
Total current liabilities 4,350 4,936
Other liabilities 34 61
Total liabilities 4,384 4,997
Stockholders' Equity:
Common stock, $0.01 par value, authorized
10,000,000 shares, issued 5,550,472 and
outstanding 5,550,119 shares at December 31,
2003; issued 5,394,522 and outstanding
5,394,145 shares at December 31, 2002 56 54
Additional paid-in capital 12,952 9,579
Treasury Stock, at cost - 353 shares
at December 31, 2003 and 377 shares
at December 31, 2002 (6) (6)
Unamortized stock compensation (2,609) ---
Notes receivable from stockholders --- (3,598)
Retained earnings 11,460 13,094
Total stockholders' equity 21,853 19,123
Total liabilities and stockholders' equity $ 26,237 $ 24,120
CONTACT:
Westwood Holdings Group, Inc.
Investor Relations
214-756-6900
SOURCE Westwood Holdings Group, Inc.
-0- 02/03/2004
/CONTACT: Bill Hardcastle of Westwood Holdings Group, Inc.,
+1-214-756-6900/
/Web site: http://www.westwoodgroup.com /
(WHG)
CO: Westwood Holdings Group, Inc.
ST: Texas
IN: FIN
SU: ERN DIV