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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 26, 2005
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)
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):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02: 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 2.02, "Results of Operations and Financial Condition," is being reported
under Item 7.01, "Regulation FD Disclosure."
On July 26, 2005, Westwood Holdings Group, Inc. issued a press release entitled
"Westwood Holdings Group, Inc. Announces 12.5% Increase in Quarterly Dividend, a
Special Cash Dividend of $0.75 per Share and Second Quarter 2005 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.
ITEM 7.01: REGULATION FD DISCLOSURE
Westwood announced today that its Board of Directors has approved the payment of
a quarterly cash dividend of $0.09 per common share and a special dividend of
$0.75 per common share, payable on October 3, 2005 to stockholders of record on
September 15, 2005.
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits: The following exhibit is furnished with this report:
Exhibit Number Description
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99.1 Press Release dated July 26, 2005, entitled "Westwood Holdings
Group, Inc. Announces 12.5% Increase in Quarterly Dividend, a
Special Cash Dividend of $0.75 per Share and Second Quarter
2005 Results"
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 26, 2005
WESTWOOD HOLDINGS GROUP, INC.
By: /s/ Brian O. Casey
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Brian O. Casey,
President and Chief Operating Officer
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release dated July 26, 2005, entitled "Westwood Holdings
Group, Inc. Announces 12.5% Increase in Quarterly Dividend, a
Special Cash Dividend of $0.75 per Share and Second Quarter
2005 Results"
Exhibit 99.1
WESTWOOD HOLDINGS GROUP, INC. ANNOUNCES 12.5% INCREASE IN QUARTERLY DIVIDEND,
A SPECIAL CASH DIVIDEND OF $0.75 PER SHARE AND SECOND QUARTER 2005 RESULTS
DALLAS, July 26 /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 $0.09 per common share, an increase of 12.5%
from the previous quarterly dividend of $0.08 per share. The Board has also
approved the payment of a special cash dividend of $0.75 per share in order to
return excess cash to our stockholders. Both the quarterly and special dividends
will be payable on October 3, 2005 to stockholders of record on September 15,
2005.
Westwood also today reported 2005 second quarter revenues of $5.3 million,
net income of $937,000 and earnings per diluted share of $0.17. This compares to
revenues of $4.9 million, net income of $988,000 and earnings per diluted share
of $0.18 in the second quarter of 2004. For the six months ended June 30, 2005,
Westwood reported revenues of $10.3 million and net income of $1.8 million, or
$0.32 per diluted share, compared to revenues of $10.0 million and net income of
$2.1 million, or $0.39 per diluted share, for the same 2004 period.
Total expenses for the second quarter of 2005 were $3.7 million compared to
$3.3 million for the second quarter of 2004, an increase of approximately
$386,000. Employee compensation and benefits costs increased by approximately
$334,000 compared to the 2004 second quarter, primarily due to higher restricted
stock expense as a result of our continued efforts to build the firm for future
growth. Information technology expense increased by approximately $32,000
primarily as a result of increased software costs, including the cost to
implement a new customer relationship management system that will enhance our
ability to manage our client relationships and prospect pipeline. Professional
services costs increased by approximately $27,000 primarily as a result of
higher professional fees related to external audit and Sarbanes-Oxley compliance
as well as higher subadvisory fees due to increased assets under management at
Westwood Trust.
Assets under management were $4.3 billion as of June 30, 2005, an increase
of 11.3% compared to $3.8 billion on June 30, 2004. Average assets under
management for the first six months of 2005 were $4.2 billion, an increase of
8.2% compared with the first half of 2004. The increase in period ending assets
under management was principally attributable to market appreciation of assets
under management and asset inflows from new clients, partially offset by the
withdrawal of assets by certain clients.
Susan M. Byrne, Westwood's founder and Chief Executive Officer commented,
"While costs associated with restricted stock have penalized near term earnings,
we are confident that this form of compensation strongly aligns the interests
and incentives of our employees with our clients and stockholders and provides
the foundation for growth and stronger results in the future."
Brian O. Casey, Westwood's President and Chief Operating Officer added, "We
are pleased to have received a meaningful placement in the second quarter from a
new client in our SMidCap Value product, which continues to gain scale and
traction in the institutional marketplace and now has $300 million in assets
under management. We are especially gratified by this win, as it resulted from a
long-standing relationship with an institutional consulting firm that knows our
people and process well and was introduced to this new product by our recent
institutional marketing efforts around this product. We believe our SMidCap
product represents a meaningful opportunity to grow our institutional assets. We
continue to look for ways to grow our business through our continuing focus on
strong product performance produced by our proprietary research and investment
process, increased targeted marketing efforts and exploration of enhanced
distribution opportunities."
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,
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2005 2004 2005 2004
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REVENUES:
Advisory fees $ 3,309 $ 3,249 $ 6,500 $ 6,669
Trust fees 1,668 1,442 3,371 2,894
Other revenues 276 249 464 420
Total revenues 5,253 4,940 10,335 9,983
EXPENSES:
Employee compensation
and benefits 2,681 2,347 5,279 4,684
Sales and marketing 145 148 227 248
Information technology 192 160 377 332
Professional services 274 247 593 471
General
and administrative 435 439 912 820
Total expenses 3,727 3,341 7,388 6,555
Income before
income taxes 1,526 1,599 2,947 3,428
Provision
for income taxes 589 611 1,135 1,323
Net income $ 937 $ 988 $ 1,812 $ 2,105
Earnings per share:
Basic $ 0.17 $ 0.18 $ 0.33 $ 0.39
Diluted $ 0.17 $ 0.18 $ 0.32 $ 0.39
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of June 30, 2005 and December 31, 2004
(in thousands, except par values and share amounts)
(unaudited)
June 30, December 31,
2005 2004
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ASSETS
Current Assets:
Cash and cash equivalents $ 1,656 $ 720
Accounts receivable 1,966 1,832
Investments, at market value 18,532 18,632
Other current assets 221 414
Total current assets 22,375 21,598
Goodwill 2,302 2,302
Deferred income taxes 818 517
Property and equipment, net of accumulated
depreciation of $385 and $250 1,723 1,860
Total assets $ 27,218 $ 26,277
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities $ 612 $ 629
Dividends payable 461 460
Compensation and benefits payable 1,577 2,703
Income taxes payable 87 --
Other current liabilities 6 17
Total current liabilities 2,743 3,809
Deferred rent 815 805
Total liabilities 3,558 4,614
Stockholders' Equity:
Common stock, $0.01 par value,
authorized 10,000,000 shares, issued and
outstanding 5,759,397 shares
at June 30, 2005; issued and outstanding
5,754,147 shares at December 31, 2004 58 58
Additional paid-in capital 17,128 16,962
Unamortized stock compensation (3,881) (4,821)
Retained earnings 10,355 9,464
Total stockholders' equity 23,660 21,663
Total liabilities and stockholders' equity $ 27,218 $ 26,277
Investor Relations
(214) 756-6900
SOURCE Westwood Holdings Group, Inc.
-0- 07/26/2005
/CONTACT: Bill Hardcastle of Westwood Holdings Group, Inc.,
+1-214-756-6383/
/Web site: http://www.westwoodgroup.com /
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