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 27, 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.)
200 Crescent Court, Suite 1200
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 27, 2004, entitled "Westwood Holdings
Group, Inc. Announces 100% Increase in Quarterly Dividend, a Special
Cash Dividend of $0.75 per Share and Second Quarter 2004 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 July 27, 2004, Westwood Holdings Group, Inc. issued a press release entitled
"Westwood Holdings Group, Inc. Announces 100% Increase in Quarterly Dividend, a
Special Cash Dividend of $0.75 per Share and Second Quarter 2004 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: July 27, 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 July 27, 2004, entitled "Westwood
Holdings Group, Inc. Announces 100% Increase in
Quarterly Dividend, a Special Cash Dividend of $0.75 per
Share and Second Quarter 2004 Results"
Exhibit 99.1
Westwood Holdings Group, Inc. Announces 100% Increase in Quarterly Dividend, a
Special Cash Dividend of $0.75 Per Share and Second Quarter 2004 Results
DALLAS, July 27 /PRNewswire-FirstCall/ -- Westwood Holdings Group, Inc.
(NYSE: WHG) today announced that its Board of Directors has approved the
payment of a quarterly cash dividend of $0.08 per common share, an increase of
100% from the previous quarterly dividend of $0.04 per share. The Board has
also approved the payment of a special cash dividend of $0.75 per share. Both
the quarterly and special dividends will be payable on October 1, 2004 to
stockholders of record on September 15, 2004.
Westwood also today reported 2004 second quarter revenues of $4.9 million,
net income of $988,000, and earnings per diluted share of $0.18. This
compares to revenues of $5.1 million, net income of $1.2 million and earnings
per diluted share of $0.22 in the second quarter of 2003. For the six months
ended June 30, 2004, Westwood reported revenues of $10.0 million and net
income of $2.1 million, or $0.39 per diluted share, compared to revenues of
$10.1 million and net income of $2.4 million, or $0.45 per diluted share, for
the same 2003 period.
Total expenses for the 2004 second quarter were $3.3 million compared to
$3.1 million for the 2003 second quarter, and were $6.6 million for the six
months ended June 30, 2004 compared to $6.2 million for the six months ended
June 30, 2003. Westwood recognized non-cash expenses for restricted stock of
approximately $200,000 and $400,000 for the second quarter 2004 and the six
months ended June 30, 2004, respectively.
Assets under management were $3.8 billion as of June 30, 2004, a decrease
of 11.4% compared to $4.3 billion on June 30, 2003. Average assets under
management for the second quarter of 2004 were $3.9 billion, a decrease of
5.3% compared with the second quarter of 2003. The decrease in period ending
assets under management compared to the prior year period was principally
attributable to the withdrawal of assets by certain clients, partially offset
by market appreciation of assets under management.
Susan M. Byrne, Westwood's founder and Chief Executive Officer commented,
"We continue to invest in our people and products, positioning Westwood for
future growth, but we can now also return excess capital to our stockholders
in the form of a special dividend and increased quarterly dividend. After the
payment of our next quarterly dividend and the special dividend in October
2004, we will have returned $12.2 million in cash to our stockholders since
July 1, 2002, our first day as a public company."
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 http://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,
2004 2003 2004 2003
REVENUES:
Advisory fees $3,249 $3,693 $6,669 $7,313
Trust fees 1,442 1,071 2,894 2,210
Other revenues 249 306 420 559
Total revenues 4,940 5,070 9,983 10,082
EXPENSES:
Employee compensation
and benefits 2,347 2,202 4,684 4,321
Sales and marketing 148 178 248 321
Information technology 160 208 332 383
Professional services 247 159 471 418
General and administrative 439 363 820 712
Total expenses 3,341 3,110 6,555 6,155
Income before income taxes 1,599 1,960 3,428 3,927
Provision for income tax expense 611 761 1,323 1,478
Net income $988 $1,199 $2,105 $2,449
Earnings per share:
Basic $0.18 $0.22 $0.39 $0.45
Diluted $0.18 $0.22 $0.39 $0.45
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of June 30, 2004 and December 31, 2003
(in thousands, except par values and share amounts)
(unaudited)
June 30, December 31,
2004 2003
ASSETS
Current Assets:
Cash and cash equivalents $1,025 $3,643
Accounts receivable 2,199 1,931
Investments, at market value 20,260 17,413
Total current assets 23,484 22,987
Goodwill 2,302 2,302
Prepaid income taxes 86 ---
Other assets, net 2,469 948
Total assets $28,341 $26,237
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities $1,722 $935
Dividends payable 222 167
Compensation and benefits payable 1,539 2,776
Income taxes payable --- 472
Total current liabilities 3,483 4,350
Other liabilities 810 34
Total liabilities 4,293 4,384
Stockholders' Equity:
Common stock, $0.01 par value, authorized
10,000,000 shares, issued 5,549,472 and
outstanding 5,549,170 shares at
June 30, 2004, issued 5,550,472 and
outstanding 5,550,119 shares at
December 31, 2003 55 56
Additional paid-in capital 13,061 12,952
Treasury stock, at cost - 302 shares
at June 30, 2004 and 353 shares at
December 31, 2003 (5) (6)
Unamortized stock compensation (2,184) (2,609)
Retained earnings 13,121 11,460
Total stockholders' equity 24,048 21,853
Total liabilities and stockholders' equity $28,341 $26,237
CONTACT:
Investor Relations
214-756-6900
SOURCE Westwood Holdings Group, Inc.
-0- 07/27/2004
/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