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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): February 7, 2006
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 February 7, 2006, Westwood Holdings Group, Inc. issued a press release
entitled "Westwood Holdings Group, Inc. Reports Fourth Quarter and Fiscal Year
2005 Results and Declares Quarterly Dividend", 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, payable on April 3, 2006 to
stockholders of record on March 15, 2006.
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 February 7, 2006, entitled
"Westwood Holdings Group, Inc. Reports Fourth Quarter and
Fiscal Year 2005 Results and Declares Quarterly Dividend"
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 7, 2006
WESTWOOD HOLDINGS GROUP, INC.
By: /s/ William R. Hardcastle, Jr.
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William R. Hardcastle, Jr.,
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release dated February 7, 2006, entitled
"Westwood Holdings Group, Inc. Reports Fourth Quarter and
Fiscal Year 2005 Results and Declares Quarterly Dividend"
Exhibit 99.1
WESTWOOD HOLDINGS GROUP, INC. REPORTS FOURTH QUARTER AND FISCAL YEAR 2005
RESULTS AND DECLARES QUARTERLY DIVIDEND
Dallas, February 7, 2006 - Westwood Holdings Group, Inc. (NYSE: WHG) today
reported 2005 fourth quarter revenues of $6.1 million, net income of $1.0
million and earnings per diluted share of $0.18. This compares to revenues of
$5.1 million, net income of $896,000 and earnings per diluted share of $0.16 in
the fourth quarter of 2004. For the fiscal year ended December 31, 2005,
Westwood reported revenues of $21.9 million, net income of $3.6 million and
earnings per diluted share of $0.66 compared to revenues of $20.0 million, net
income of $3.7 million and earnings per diluted share of $0.68 for the 2004
fiscal year.
Revenues for the fourth quarter 2005 increased 19.5% compared to the fourth
quarter 2004 and increased by 9.8% for fiscal year ended December 31, 2005
compared to the prior year, primarily as a result of increased average assets
under management. Assets under management were $4.9 billion as of December 31,
2005, an increase of 23.3% compared to $4.0 billion on December 31, 2004.
Average assets under management for 2005 were $4.4 billion, an increase of 12.2%
compared with 2004. The increase in period ending assets under management was
principally attributable to inflows of assets from new clients and the market
appreciation of assets under management, partially offset by the withdrawal of
assets by certain clients.
Total expenses for the fiscal year 2005 were $15.9 million compared to $14.0
million for the fiscal year 2004, an increase of approximately $1.9 million. The
primary driver of the increase was employee compensation and benefits costs,
which increased by approximately $1.8 million compared to fiscal year 2004 and
was primarily due to higher restricted stock expense as a result of an
additional year of grants. Offsetting this increase to some extent, professional
services costs decreased by approximately $54,000 primarily as a result of lower
professional fee accruals related to Sarbanes-Oxley compliance, other consulting
costs incurred in the prior year and a decrease in legal fees.
Westwood Trust continued its growth trend, contributing record revenue of $7.1
million and net income of $877,000 in 2005, compared to revenue of $5.9 million
and net income of $524,000 in 2004. Westwood Trust finished 2005 with a 21.6%
increase in period ending assets under management compared to the end of 2004.
Westwood also announced today that its Board of Directors has approved the
payment of a quarterly cash dividend of $0.09 per share, payable on April 3,
2006 to stockholders of record on March 15, 2006.
Susan M. Byrne, Westwood's founder and Chief Investment Officer, commented, "We
are extremely pleased with the strong absolute and relative performance we were
able to deliver for our clients in 2005. We believe this performance serves as
validation that the last few years of hard work, investment and patience on the
part of our employees and stockholders has demonstrated our ability to generate
superior risk-adjusted returns and provide excellent service to our valued
clients."
Brian O. Casey, Westwood's Chief Executive Officer, added, "Westwood's assets
under management increased by $932 million in 2005, nearly reaching the $5
billion level, due to the strong performance generated by our investment teams
as well as the significant marketing efforts we put forth in 2005. In December
we launched the WHG SMidCap and WHG Income Opportunity funds for the
institutional defined contribution marketplace. As we look forward to 2006 and
beyond, we hope to capitalize on the momentum we created in 2005 in terms of
investment performance, marketing efforts and client service initiatives."
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 YEAR ENDED
DECEMBER 31, DECEMBER 31,
----------------------- -----------------------
2005 2004 2005 2004
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REVENUES:
Advisory fees .................... $ 3,902 $ 3,229 $ 13,868 $ 13,069
Trust fees ....................... 1,887 1,494 7,031 5,818
Other revenues ................... 262 340 1,041 1,093
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Total revenues ................. 6,051 5,063 21,940 19,980
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EXPENSES:
Employee compensation and benefits 3,238 2,458 11,566 9,799
Sales and marketing .............. 120 112 457 473
Information technology ........... 233 188 809 692
Professional services ............ 286 401 1,194 1,248
General and administrative ....... 511 513 1,871 1,783
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Total expenses ................. 4,388 3,672 15,897 13,995
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Income before income taxes .......... 1,663 1,391 6,043 5,985
Provision for income taxes .......... 653 495 2,407 2,299
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Net income .......................... $ 1,010 $ 896 $ 3,636 $ 3,686
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Earnings per share:
Basic ............................ $ 0.18 $ 0.17 $ 0.67 $ 0.68
Diluted .......................... $ 0.18 $ 0.16 $ 0.66 $ 0.68
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2005 AND 2004
(in thousands, except par values and share amounts)
(unaudited)
DECEMBER 31, DECEMBER 31,
2005 2004
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ASSETS
Current Assets:
Cash and cash equivalents ............................................... $ 1,897 $ 720
Accounts receivable ..................................................... 2,452 1,832
Investments, at market value ............................................ 17,878 18,632
Other current assets .................................................... 410 414
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Total current assets ................................................ 22,637 21,598
Goodwill ................................................................ 2,302 2,302
Deferred income taxes ................................................... 817 517
Property and equipment, net of accumulated depreciation of $523 and $250 1,554 1,860
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Total assets ........................................................ $ 27,310 $ 26,277
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities ................................ $ 715 $ 629
Dividends payable ....................................................... 539 460
Compensation and benefits payable ....................................... 2,980 2,703
Income taxes payable .................................................... 694 --
Other current liabilities ............................................... 7 17
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Total current liabilities ........................................... 4,935 3,809
Deferred rent ................................................................ 816 805
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Total liabilities ................................................... 5,751 4,614
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Stockholders' Equity:
Common stock, $0.01 par value, authorized 10,000,000 shares, issued and
outstanding 5,986,647 shares at December 31, 2005; issued and outstanding
5,754,147 shares at December 31, 2004 ................................... 60 58
Additional paid-in capital .............................................. 21,459 16,962
Unamortized stock compensation .......................................... (6,572) (4,821)
Retained earnings ....................................................... 6,612 9,464
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Total stockholders' equity .......................................... 21,559 21,663
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Total liabilities and stockholders' equity ................................... $ 27,310 $ 26,277
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SOURCE: Westwood Holdings Group, Inc.
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CONTACT:
Westwood Holdings Group, Inc.
Bill Hardcastle
(214) 756-6900