Table Of Contents
 
United States
Securities and Exchange Commission
Washington, D.C. 20549

FORM 10-Q
 
[X]	 	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Period  	
Ended March 31, 2003.
 
[_]	 	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition Period  	
from                      to                     .

Commission file number 1-31234

 
WESTWOOD HOLDINGS GROUP, INC.

 
(Exact name of registrant as specified in its charter)

 
DELAWARE	  	75-2969997	
(State or Other Jurisdiction of	  	(IRS Employer	
Incorporation or Organization)	  	Identification No.)	

300 CRESCENT COURT, SUITE 1300
        DALLAS, TEXAS 75201            
(Address of Principal Executive Office)(Zip Code)

TELEPHONE NUMBER (214) 756-6900
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year,
if changed since last report)

 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]    No [_]
 
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  
Yes [_]    No [X]
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
Common Stock, $0.01 Par Value — 5,394,169 shares as of April 23, 2003.

 

Table Of Contents
WESTWOOD HOLDINGS GROUP, INC.
 
INDEX
 
 	  	 	  	PAGE

	
PART I	  	FINANCIAL INFORMATION	  	 	
 	 	 	 	 	
Item 1.	  	Financial Statements	  	 	
 	 	 	 	 	
 	  	Consolidated Balance Sheets at March 31, 2003 (unaudited) and December 31, 2002	  	1	
 	 	 	 	 	
 	  	Consolidated Statements of Income for the three months ended
March 31, 2003 and March 31, 2002 (unaudited)	  	2	
 	 	 	 	 	
 	  	Consolidated Statement of Stockholders’ Equity for the three months ended
March 31, 2003 (unaudited)	  	3	
 	 	 	 	 	
 	  	Consolidated Statements of Cash Flows for the three months ended
March 31, 2003 and March 31, 2002 (unaudited)	  	4	
 	 	 	 	 	
 	  	Notes to Interim Consolidated Financial Statements (unaudited)	  	5	
 	 	 	 	 	
Item 2.	  	Management’s Discussion and Analysis of Financial Condition and
Results of Operations	  	11	
 	 	 	 	 	
Item 3.	  	Quantitative And Qualitative Disclosure About Market Risk	  	16	
 	 	 	 	 	
Item 4.	  	Controls and Procedures	  	16	
 	 	 	 	 	
PART II	  	OTHER INFORMATION	  	 	
 	 	 	 	 	
Item 1.	  	Legal Proceedings	  	16	
 	 	 	 	 	
Item 2.	  	Changes in Securities and Use of Proceeds	  	16	
 	 	 	 	 	
Item 3.	  	Defaults Upon Senior Securities	  	16	
 	 	 	 	 	
Item 4.	  	Submission of Matters to a Vote of Security Holders	  	16	
 	 	 	 	 	
Item 5.	  	Other Information	  	16	
 	 	 	 	 	
Item 6.	  	Exhibits and Reports on Form 8-K	  	17	
 	 	 	 	 	
Signatures	  	17	
 	 	 	 	 	
Certifications	  	18	

Table Of Contents
PART I
 
FINANCIAL INFORMATION
 
ITEM 1.    FINANCIAL STATEMENTS
 
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEETS
As of March 31, 2003 and December 31, 2002
(in thousands, except par value and share amounts)
 
 	  	March 31,
2003
(unaudited)

	 	  	December 31,
2002

	 	
ASSETS	  	 	 	 	  	 	 	 	
 	 	 	 	 	 	 	 	 	
Current Assets:	  	 	 	 	  	 	 	 	
Cash and cash equivalents	  	$	3,588	 	  	$	4,359	 	
Accounts Receivable	  	 	2,199	 	  	 	2,186	 	
Investments, at market value	  	 	15,245	 	  	 	14,230	 	

	

	

	  	

	

	

	
Total current assets	  	 	21,032	 	  	 	20,775	 	
Goodwill, net of accumulated amortization of $640	  	 	2,302	 	  	 	2,302	 	
Other assets, net	  	 	972	 	  	 	1,043	 	

	

	

	  	

	

	

	
Total assets	  	$	24,306	 	  	$	24,120	 	

	

	

	  	

	

	

	
 	 	 	 	 	 	 	 	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	  	 	 	 	  	 	 	 	
 	 	 	 	 	 	 	 	 	
Current Liabilities:	  	 	 	 	  	 	 	 	
Accounts payable and accrued liabilities	  	$	728	 	  	$	701	 	
Dividends payable	  	 	539	 	  	 	108	 	
Compensation and benefits payable	  	 	871	 	  	 	3,523	 	
Income taxes payable	  	 	1,358	 	  	 	604	 	

	

	

	  	

	

	

	
Total current liabilities	  	 	3,496	 	  	 	4,936	 	
Other liabilities	  	 	53	 	  	 	61	 	

	

	

	  	

	

	

	
Total liabilities	  	 	3,549	 	  	 	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 March 31, 2003; issued 5,394,522 and outstanding 5,394,145 shares at December 31, 2002	  	 	54	 	  	 	54	 	
Additional paid-in capital	  	 	9,646	 	  	 	9,579	 	
Treasury stock, at cost – 353 shares at March 31, 2003 and 377 shares at December 31, 2002	  	 	(6	)	  	 	(6	)	
Notes receivable from stockholders	  	 	(2,742	)	  	 	(3,598	)	
Retained earnings	  	 	13,805	 	  	 	13,094	 	

	

	

	  	

	

	

	
Total stockholders’ equity	  	 	20,757	 	  	 	19,123	 	

	

	

	  	

	

	

	
Total liabilities and stockholders’ equity	  	$	24,306	 	  	$	24,120	 	

	

	

	  	

	

	

	
 
See notes to consolidated financial statements.
 
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Table Of Contents
 
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)
 
 	  	Three months ended
March 31,

	
 	  	2003

	  	2002

	
REVENUES:	  	 	 	  	 	 	
Advisory fees	  	$	3,620	  	$	4,212	
Trust fees	  	 	1,139	  	 	1,133	
Other revenues	  	 	253	  	 	187	

	

	  	

	

	
Total revenues	  	 	5,012	  	 	5,532	

	

	  	

	

	
 	 	 	 	 	 	 	
EXPENSES:	  	 	 	  	 	 	
Employee compensation and benefits	  	 	2,119	  	 	2,220	
Sales and marketing	  	 	143	  	 	120	
Information technology	  	 	175	  	 	222	
Professional services	  	 	259	  	 	367	
General and administrative	  	 	349	  	 	324	

	

	  	

	

	
Total expenses	  	 	3,045	  	 	3,253	

	

	  	

	

	
Income before income taxes	  	 	1,967	  	 	2,279	
Provision for income tax expense	  	 	717	  	 	893	

	

	  	

	

	
Net income	  	$	1,250	  	$	1,386	

	

	  	

	

	
 	 	 	 	 	 	 	
Earnings per share:	  	 	 	  	 	 	
Basic	  	$	0.23	  	$	0.26	
Diluted	  	$	0.23	  	$	0.26	
 
See notes to consolidated financial statements.
 
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WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
For the Three Months Ended March 31, 2003
(in thousands)
(unaudited)
 
 	    	Westwood
Holdings
Group, Inc.
Common
Stock, Par

	  	Additional
Paid-In
Capital

	  	Treasury
Stock

	 	  	Notes
Receivable
from
Stockholders

	 	  	Retained
Earnings

	 	  	Total

	 	
BALANCE, January 1, 2003	    	$	54	  	$	9,579	  	$	(6	)	  	$	(3,598	)	  	$	13,094	 	  	$	19,123	 	
Net income	    	 	 	  	 	 	  	 	 	 	  	 	 	 	  	 	1,250	 	  	 	1,250	 	
Sale of Treasury Stock – 24 shares	    	 	 	  	 	 	  	 	—  	 	  	 	 	 	  	 	 	 	  	 	—  	 	
Dividends declared ($0.10 per share)	    	 	 	  	 	 	  	 	 	 	  	 	 	 	  	 	(539	)	  	 	(539	)	
Stock options vested	    	 	 	  	 	67	  	 	 	 	  	 	 	 	  	 	 	 	  	 	67	 	
Collections of Notes	    	 	 	  	 	 	  	 	 	 	  	 	965	 	  	 	 	 	  	 	965	 	
Amortization of discount on Notes	    	 	 	  	 	 	  	 	 	 	  	 	(109	)	  	 	 	 	  	 	(109	)	

	

	  	

	

	  	

	

	

	  	

	

	

	  	

	

	

	  	

	

	

	
BALANCE, March 31, 2003	    	$	54	  	$	9,646	  	$	(6	)	  	$	(2,742	)	  	$	13,805	 	  	$	20,757	 	

	

	  	

	

	  	

	

	

	  	

	

	

	  	

	

	

	  	

	

	

	
 
See notes to consolidated financial statements.
 
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WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
 	  	For the Three Months
ended March 31,

	 	
 	  	2003

	 	  	2002

	 	
CASH FLOWS FROM OPERATING ACTIVITIES:	  	 	 	 	  	 	 	 	
Net income	  	$	1,250	 	  	$	1,386	 	
Adjustments to reconcile net income to net cash used in operating activities:	  	 	 	 	  	 	 	 	
Depreciation and amortization	  	 	24	 	  	 	18	 	
Stock option expense	  	 	67	 	  	 	—  	 	
Accretion of discount on notes receivable from stockholders	  	 	(109	)	  	 	(16	)	
Purchases of investments	  	 	(2,561	)	  	 	(293	)	
Sales of investments	  	 	1,765	 	  	 	302	 	
Change in operating assets and liabilities:	  	 	 	 	  	 	 	 	
Increase in accounts receivable	  	 	(13	)	  	 	(429	)	
Decrease (increase) in other assets	  	 	86	 	  	 	(401	)	
Increase in accounts payable and accrued liabilities	  	 	27	 	  	 	142	 	
Decrease in compensation and benefits payable	  	 	(2,652	)	  	 	(2,873	)	
Increase (decrease) in income taxes payable	  	 	754	 	  	 	(1,255	)	
Decrease in other liabilities	  	 	(8	)	  	 	(20	)	

	

	

	  	

	

	

	
Net cash used in operating activities	  	 	(1,370	)	  	 	(3,439	)	

	

	

	  	

	

	

	
 	 	 	 	 	 	 	 	 	
CASH FLOWS FROM INVESTING ACTIVITIES:	  	 	 	 	  	 	 	 	
Purchases of money market funds	  	 	(720	)	  	 	(2,201	)	
Sales of money market funds	  	 	501	 	  	 	6,504	 	
Purchase of fixed assets	  	 	(39	)	  	 	—  	 	

	

	

	  	

	

	

	
Net cash (used in) provided by investing activities	  	 	(258	)	  	 	4,303	 	

	

	

	  	

	

	

	
 	 	 	 	 	 	 	 	 	
CASH FLOWS FROM FINANCING ACTIVITIES:	  	 	 	 	  	 	 	 	
Cash dividends	  	 	(108	)	  	 	—  	 	
Payments on notes receivable from stockholders	  	 	965	 	  	 	—  	 	

	

	

	  	

	

	

	
Net cash provided by financing activities	  	 	857	 	  	 	—  	 	

	

	

	  	

	

	

	
 	 	 	 	 	 	 	 	 	
NET (DECREASE) INCREASE IN CASH	  	 	(771	)	  	 	864	 	
Cash and cash equivalents, beginning of period	  	 	4,359	 	  	 	149	 	

	

	

	  	

	

	

	
Cash and cash equivalents, end of period	  	$	3,588	 	  	$	1,013	 	

	

	

	  	

	

	

	
 	 	 	 	 	 	 	 	 	
Supplemental cash flow information:	  	 	 	 	  	 	 	 	
Cash paid during the period for income taxes	  	$	4	 	  	$	2,255	 	
 
See notes to consolidated financial statements.
 
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WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
 
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2003 and 2002
(Unaudited)
 
1.    DESCRIPTION OF THE BUSINESS:
 
Westwood Holdings Group, Inc. (“Westwood”, the “Company”, “we” or “our”) was incorporated under the laws of the State of Delaware on December 12, 2001, as a subsidiary of SWS Group, Inc. (“SWS”). On June 28, 2002, SWS completed the spin-off of Westwood by effecting a dividend distribution of all of the Westwood common stock held by SWS to all of its stockholders on a pro rata basis. Westwood is now an independent public company, with SWS having no continuing ownership interest in the Company. As part of the spin-off, Westwood entered into various agreements with SWS that address the allocation of certain rights and obligations and that define the Westwood’s relationship with SWS after the spin-off, including a distribution agreement, a tax separation agreement and a transition services agreement. For a more detailed discussion of the spin-off and the various agreements entered into by Westwood and SWS, see the Registration Statement on Form 10 filed by Westwood with the Securities and Exchange Commission on June 6, 2002.
 
Westwood manages investment assets and provides services for its clients through two subsidiaries, Westwood Management Corp. (“Management”) and Westwood Trust (“Trust”). Management provides investment advisory services to corporate pension funds, public retirement plans, endowments and foundations, mutual funds and also clients of Trust. Trust provides to institutions and high net worth individuals trust and custodial services and participation in common trust funds that it sponsors. Revenue is largely dependent on the total value and composition of assets under management (“AUM”). Accordingly, fluctuations in financial markets and in the composition of AUM impact revenue and results of operations.
 
Management is a registered investment advisor under the Investment Advisers Act of 1940. Trust is chartered and regulated by the Texas Department of Banking.
 
2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
Basis of Presentation
 
The accompanying consolidated financial statements have been prepared without audit and reflect all adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position as of March 31, 2003, and results of operations and cash flows for the periods presented. All such adjustments are normal and recurring in nature. The accompanying consolidated financial statements are presented using the accrual basis of accounting and have been prepared in accordance with the instructions for the presentation of interim financial information as prescribed by the Securities and Exchange Commission (SEC) and, therefore, do not purport to contain all necessary financial disclosures required by accounting principles generally accepted in the United States of America that might otherwise be necessary in the circumstances, and should be read in conjunction with the Company’s consolidated financial statements, and notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002. Refer to the accounting policies described in the notes to the Company’s annual financial statements, which were consistently followed in preparing this interim financial information. Operating results for the three months ended March 31, 2003 are not necessarily indicative of the results for the year ending December 31, 2003 or any future period.
 
Since the Company was operated as a part of SWS until June 28, 2002, the date of the spin-off, the accompanying financial information for periods prior to the date of the spin-off may not necessarily reflect what the results of operations, financial position, or cash flows of the Company would have been if the Company had been a separate, independent company during this time. Within these consolidated financial statements and accompanying notes, historical transactions and events involving Management and Trust are discussed as if the Company were the entity involved in the transaction or event unless the context indicates otherwise.

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Table Of Contents
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
 
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the three months ended March 31, 2003 and 2002
(Unaudited)
 
Use of Estimates
 
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
Revenue Recognition
 
Investment advisory and trust fees are recognized as services are provided. These fees are determined in accordance with contracts between the Company’s subsidiaries and their clients and are generally based on a percentage of AUM. Advisory and trust fees are generally payable in advance on a calendar quarterly basis. Advance payments are deferred and recognized over the periods services are performed. Other revenues generally consist of interest and investment income and consulting fees. These revenues are recognized as earned or as the services are performed.
 
Cash and Cash Equivalents
 
Cash and cash equivalents consist of short-term, highly liquid investments with maturities of three months or less.
 
Investments
 
Money market securities are classified as available for sale securities and have no significant fluctuating values. All other marketable securities are classified as trading securities. All securities are carried at quoted market value on the accompanying balance sheet. Net unrealized holding gains or losses on investments classified as trading securities are reflected as a component of other revenues. The Company measures realized gains and losses on investments using the specific identification method.
 
Goodwill
 
Effective January 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets.” Upon adoption of SFAS 142 the Company discontinued its amortization of goodwill. The adoption of SFAS 142 did not have a significant impact on the comparability of the Company’s earnings per share or net income. During the second quarter of 2002, the Company completed an impairment analysis of goodwill as of January 1, 2002, the date of adoption of SFAS 142. During the third quarter of 2002, the Company also completed its annual impairment assessment as required by SFAS 142. No impairment loss or transition adjustments were required. The Company has elected to perform its annual impairment assessment as of July 1.
 
Reclassifications
 
Certain reclassifications of prior year amounts have been made to conform to the current year presentation.
 
Stock Split
 
On June 14, 2002 Westwood’s Board of Directors approved a 1,003.8-for-1 stock split in the form of a stock dividend effective as of June 21, 2002. The following per share and capital accounts shown in the accompanying consolidated financial statements and notes have been retroactively adjusted to reflect the stock split:
 
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WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
 
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the three months ended March 31, 2003 and 2002
(Unaudited)
 
1. Common stock at par and the related additional paid-in-capital accounts reflected in the accompanying consolidated balance sheets.
 
2. Weighted average shares and per share amounts presented in the earnings per share disclosures in Note 5 to the consolidated financial statements.
 
Federal Income Taxes
 
For periods prior to the Spin-off, the Company joined with SWS and its other subsidiaries in filing a consolidated Federal income tax return. SWS’s consolidated Federal income tax expense was allocated to the Company as if the Company filed a separate consolidated Federal income tax return, assuming the utilization of tax-planning strategies consistent with those utilized by SWS. The Company is now no longer a member of the SWS consolidated affiliated group and files a Federal income tax return as a consolidated group for the Company and its subsidiaries.
 
Deferred income tax assets and liabilities are determined based on the differences between the financial statement and income tax bases of assets and liabilities as measured at enacted income tax rates that will be in effect when these differences reverse, and are included in other assets in the accompanying consolidated balance sheets. Deferred income tax expense is generally the result of changes in the deferred tax assets and liabilities.
 
Stock Options
 
Effective January 1, 2002, the Company elected to begin expensing the cost associated with stock options granted subsequent to January 1, 2002 to employees as well as non-employee directors under the SFAS No. 123, “Accounting for Stock Based Compensation” fair value model. The Company values stock options issued based upon an option pricing model and recognizes this value as an expense over the periods in which the options vest. For stock options granted prior to January 1, 2002, the Company accounted for its option plan under the APB 25 intrinsic value model, which resulted in no compensation cost being recognized at date of grant or at the vesting of the SWS options on June 28, 2002. If the Company had continued to account for option grants under APB 25 for the 2003 period, reported net income would have been $1,293,000 for the period ended March 31, 2003.
 
Fair Value of Financial Instruments
 
The estimated fair values of the Company’s financial instruments have been determined by the Company using available information. The fair value amounts discussed in Note 3 are not necessarily indicative of either the amounts the Company would realize upon disposition of these instruments or the Company’s intent or ability to dispose of these assets. The estimated fair value of cash and cash equivalents, as well as accounts receivable and payable, approximates their carrying value due to their short-term maturities. The carrying amount of investments designated as “trading” securities, primarily U.S. Government and Government agency obligations as well as mutual fund shares, equals their fair value, which is equal to prices quoted in active markets and, with respect to mutual funds, the net asset value of the shares held as reported by the fund. The carrying amount of investments designated as “available for sale” securities, primarily money market accounts, equals their fair value which is equal to the net asset value of the shares held as reported by the fund. The market values of the Company’s money market holdings generally do not fluctuate.
 
Earnings per Share
 
Basic earnings per common share is computed by dividing net income available to common stockholders by the weighted average number of shares outstanding for the periods ended March 31, 2003 and 2002, respectively. Diluted earnings per share for these periods is computed based on the weighted average number of shares
 
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WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
 
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the three months ended March 31, 2003 and 2002
(Unaudited)
 
outstanding plus the effect of the dilutive impact of stock options. Diluted earnings per common share is computed using the treasury stock method.
 
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share and share amounts):
 
 	  	Three months ended
March 31,

	
 	  	2003

	  	2002

	
Net income	  	$	1,250	  	$	1,386	
 	 	 	 	 	 	 	
Weighted average shares outstanding – basic	  	 	5,394,159	  	 	5,394,522	
Dilutive potential shares from stock options	  	 	563	  	 	—  	
Dilutive potential shares from deferred compensation plan	  	 	353	  	 	—  	

	

	  	

	

	
Weighted average shares outstanding – diluted	  	 	5,395,075	  	 	5,394,522	

	

	  	

	

	
 	 	 	 	 	 	 	
Earnings per share – basic	  	$	0.23	  	$	0.26	
Earnings per share – diluted	  	$	0.23	  	$	0.26	
 
Earnings per share have been retroactively adjusted to give effect to the stock split effected in the form of a stock dividend on June 21, 2002.
 
3.    INVESTMENTS:
 
Investments held as trading securities and investments held as available for sale securities are as follows (in thousands):

 
 	  	Cost

	    	Gross
Unrealized Gains

	  	Gross
Unrealized
Losses

	 	  	Estimated
Market
Value

	
March 31, 2003:	  	 	 	    	 	 	  	 	 	 	  	 	 	
U.S. Government and Government agency obligations	  	$	1,580	    	$	3	  	$	—	 	  	$	1,583	
Funds:	  	 	 	    	 	 	  	 	 	 	  	 	 	
Money Market	  	 	12,647	    	 	 	  	 	 	 	  	 	12,647	
Equity	  	 	973	    	 	3	  	 	(39	)	  	 	937	
Bond	  	 	77	    	 	1	  	 	 	 	  	 	78	

	

	    	

	

	  	

	

	

	  	

	

	
Marketable securities	  	$	15,277	    	$	7	  	$	(39	)	  	$	15,245	

	

	    	

	

	  	

	

	

	  	

	

	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
December 31, 2002:	  	 	 	    	 	 	  	 	 	 	  	 	 	
U.S. Government and Government agency obligations	  	$	1,508	    	$	6	  	$	—	 	  	$	1,514	
Funds:	  	 	 	    	 	 	  	 	 	 	  	 	 	
Money Market	  	 	12,467	    	 	 	  	 	 	 	  	 	12,467	
Equity	  	 	218	    	 	2	  	 	(15	)	  	 	205	
Bond	  	 	44	    	 	 	  	 	 	 	  	 	44	

	

	    	

	

	  	

	

	

	  	

	

	
Marketable securities	  	$	14,237	    	$	8	  	$	(15	)	  	$	14,230	

	

	    	

	

	  	

	

	

	  	

	

	
 
All of these investments are carried at market value. The money market funds are available for sale securities. The other investments are trading securities.
 
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WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
 
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the three months ended March 31, 2003 and 2002
(Unaudited)
 
4.    EQUITY:
 
On February 3, 2003, Westwood’s Board of Directors approved the payment of a special dividend of $0.08 per common share as well as a quarterly cash dividend of $0.02 per common share payable on April 1, 2003 to stockholders of record on March 17, 2003. The total dividend payable was $539,000 at March 31, 2003.
 
On February 1, 2003 certain executive officers made principal payments of approximately $965,000 on loans made by Westwood to executive officers to enable them to purchase shares in the Company from SWS in December 2001. A proportionate share of the discount on the notes receivable from stockholders was accreted through the statement of income for the quarter ended March 31, 2003.
 
5.    SEGMENT REPORTING:
 
The Company operates two segments: the Management segment and the Trust segment. Such segments are managed separately based on types of products and services offered and their related client bases. The Company evaluates the performance of its segments based primarily on income before income taxes.
 
Management
 
The Management segment provides investment advisory services to corporate pension funds, public retirement plans, endowments and foundations, and investment subadvisory services to mutual funds and clients of Trust.
 
Trust
 
The Trust segment provides to institutions and high net worth individuals trust and custodial services and participation in common trust funds that Trust sponsors.
 
All accounting policies are the same as those described in the summary of significant accounting policies. Intersegment balances that eliminate in consolidation have been applied to the appropriate segment.
 
 	  	Management

	  	Trust

	  	Other

	    	Eliminations

	 	  	Consolidated

	
 	  	(in thousands)	
Three months ended March 31, 2003	  	 	 	  	 	 	  	 	 	    	 	 	 	  	 	 	
Net revenues from external sources	  	$	3,731	  	$	1,148	  	$	133	    	$	—  	 	  	$	5,012	
Net intersegment revenues	  	 	418	  	 	—  	  	 	—  	    	 	(418	)	  	 	—  	
Income before income taxes	  	 	1,711	  	 	169	  	 	87	    	 	—  	 	  	 	1,967	
Segment assets	  	 	18,569	  	 	4,437	  	 	1,300	    	 	—  	 	  	 	24,306	
Segment goodwill	  	 	1,790	  	 	512	  	 	—  	    	 	—  	 	  	 	2,302	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Three months ended March 31, 2002	  	 	 	  	 	 	  	 	 	    	 	 	 	  	 	 	
Net revenues from external sources	  	$	4,349	  	$	1,128	  	$	55	    	$	—  	 	  	$	5,532	
Net intersegment revenues	  	 	391	  	 	—  	  	 	—  	    	 	(391	)	  	 	—  	
Income (loss) before income taxes	  	 	2,097	  	 	127	  	 	55	    	 	—  	 	  	 	2,279	
Segment assets	  	 	14,124	  	 	4,059	  	 	235	    	 	—  	 	  	 	18,418	
Segment goodwill	  	 	1,790	  	 	512	  	 	—  	    	 	—  	 	  	 	2,302	
 
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WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
 
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the three months ended March 31, 2003 and 2002
(Unaudited)
 
6.    CONTINGENCIES:
 
Trust has acted as corporate trustee for the Richard A. Boykin, Jr. Family Trust (the “Boykin Trust”) for several years. As corporate trustee, Trust filed a voluntary petition for bankruptcy on behalf of the Boykin Trust because it was subject to various pending legal actions, outstanding judgments and owes money to numerous creditors, including trustee fees and other amounts advanced by Trust that are owed to Trust. The petition seeks the liquidation of the Boykin Trust’s assets and seeks to maximize the distribution to the Boykin Trust’s creditors on an equitable basis. SWS has agreed to indemnify us and parties related to us from and against any and all past and future liabilities or expenses in excess of $500,000 (other than unpaid trustee fees due to Trust for the period after the spin-off) arising from or in connection with the Boykin Trust, for which Trust currently serves as trustee. The Company reached the $500,000 expense ceiling in the quarter ended September 30, 2002. The Company expects that SWS will pay any future liabilities and expenses related to this matter.

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 
All statements other than statements of historical fact contained in this report, including statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” concerning our financial position and liquidity, results of operations, prospects for future growth, and other matters are forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove correct. Factors that could cause our results to differ materially from the results discussed in, or contemplated by, such forward-looking statements include the risks described under “Business—Forward-Looking Statements and Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2002 filed with the Securities and Exchange Commission. Such risks include, without limitation, risks related to our limited operating history as an independent public company; risks related to some members of our management being critical to our success and our inability to attract and retain key employees, which could compromise our future success; risks related to some of our executive officers having substantial influence over our investment policies; risks related to the negative performance of the securities markets; risks related to poor investment performance of the assets managed by us; risks related to our business being dependent on investment advisory, subadvisory and trust agreements that are subject to termination or non-renewal and the related risk of losing any of our clients on very short notice; risks related to having a small number of clients account for a substantial portion of our business; risks related to any event that negatively affects the asset management industry; risk related to the substantial cost and time required to introduce new asset classes in our industry; risks related to our inability to successfully and timely expand our asset classes; risks related to our business being subject to pervasive regulation with attendant costs of compliance and serious consequences for violations; risks related to potential misuse of assets and information in the possession of our portfolio managers and employees; risks related to acquisitions, which may be part of our long-term business strategy and involve inherent risks that could compromise the success of the combined business and dilute the holdings of our stockholders; risks related to various factors hindering our ability to declare and pay dividends; risks related to our business being vulnerable to systems failures; risks related to the limited trading history of our common stock, which may make it difficult to predict the prices at which our stock will trade; risks related to our inability to rely on SWS to fund our capital requirements; risks related to the indemnification obligations contained in the distribution agreement and the tax separation agreement that we entered into with SWS and that neither party may be able to satisfy; risks related to certain provisions in our charter documents discouraging a third party from acquiring control of us; and risks related to conflicts of interests of members of our Board of Directors due to their relationship with SWS.
 
Overview
 
Westwood Holdings Group, Inc. (“Westwood”) manages investment assets and provides services for its clients through its two subsidiaries, Westwood Management Corp. (“Management”) and Westwood Trust (“Trust”). Management provides investment advisory services to corporate pension funds, public retirement plans, endowments and foundations, mutual funds and clients of Trust. Trust provides to institutions and high net worth individuals trust and custodial services and participation in common trust funds that it sponsors. We have been providing investment advisory services since 1983 and, according to recognized industry sources, including Morningstar, Inc., when measured over multi-year periods, our principal asset classes have consistently ranked above the median in performance within their peer groups.
 
Spin-off from SWS Group, Inc.
 
Westwood was incorporated under the laws of the State of Delaware on December 12, 2001, as a subsidiary of SWS Group, Inc. (“SWS”). On June 28, 2002, SWS completed the spin-off of Westwood by effecting a dividend distribution of all of the Westwood common stock held by SWS to all of its stockholders on a pro rata basis. Westwood is now an independent public company, with SWS having no continuing ownership interest in us. As part of the spin-off, we entered into various agreements with SWS that address the allocation of certain rights and obligations and that define our relationship with SWS after the spin-off, including a distribution agreement, a tax separation agreement and a transition services agreement. For a more detailed discussion of the spin-off and the various agreements entered into by Westwood and SWS, see the Registration Statement on Form 10 filed by Westwood with the Securities and Exchange Commission on June 6, 2002.
 
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Revenues
 
We derive our revenues from investment advisory fees, trust fees, and other revenues. Our advisory fees are generated by Westwood Management, which manages its clients’ accounts under investment advisory and subadvisory agreements. Advisory fees are calculated based on a percentage of assets under management, and are paid in accordance with the terms of the agreements. Most of Westwood Management’s advisory fees are paid quarterly in advance based on the assets under management on the last day of the preceding quarter. However, some fees are paid quarterly in arrears or are based on a daily or monthly analysis of assets under management for the stated period. Westwood Management recognizes revenues as services are rendered.
 
Our trust fees are generated by Westwood Trust pursuant to trust or custodial agreements. Trust fees are separately negotiated with each client and are generally based on a percentage of assets under management, which in turn is influenced by the complexity of the operations of the trust and the services provided. Westwood Trust also provides trust services to a small number of clients on a fixed fee basis. Similar to advisory fees generated by Westwood Management, most trust fees are paid quarterly in advance and are recognized as services are rendered.
 
Our other revenues generally consist of interest income, investment income and consulting fees. We invest most of our cash in money market funds, although we do invest smaller amounts in bonds and equity instruments. The most significant component of our other revenues is consulting fees paid to us by Gabelli Advisers, Inc.
 
Assets Under Management
 
Assets under management decreased $165 million, or 4.1%, to $3.8 billion at March 31, 2003, compared with $4.0 billion at March 31, 2002. Average assets under management for the first quarter of 2003 were $3.9 billion compared to $4.1 billion for the first quarter of 2002, a decrease of 2.6%. The decline in assets under management was principally attributable to market depreciation of assets under management offset by inflows of assets from new and existing clients. The following table sets forth Management and Trust’s assets under management as of March 31, 2003 and March 31, 2002:
 
 	  	As of March 31, (1)
(in millions)

	    	% Change

	 	
 	  	2003

	  	2002

	    	March 31, 2003 vs.
March 31, 2002

	 	
Westwood Management Corp.	  	 	 	  	 	 	    	 	 	
Separate Accounts	  	$	1,622	  	$	2,239	    	(27.6	)%	
Subadvisory	  	 	1,057	  	 	447	    	136.5	 	
Gabelli Westwood Funds	  	 	409	  	 	521	    	(21.5	)	
Managed Accounts	  	 	111	  	 	131	    	(15.3	)	

	

	  	

	

	    	

	

	
Total	  	 	3,199	  	 	3,338	    	(4.2	)	
 	 	 	 	 	 	 	 	 	 	
Westwood Trust	  	 	 	  	 	 	    	 	 	
Commingled Funds	  	 	511	  	 	504	    	1.4	 	
Private Accounts	  	 	63	  	 	74	    	(14.9	)	
Agency/Custody Accounts	  	 	46	  	 	68	    	(32.4	)	

	

	  	

	

	    	

	

	
Total	  	 	620	  	 	646	    	(4.0	)	
 	 	 	 	 	 	 	 	 	 	
Total Assets Under Management	  	$	3,819	  	$	3,984	    	(4.1	)%	

	

	  	

	

	    	

	

	

(1)	 	The above table excludes the SWS cash reserve funds for which Westwood Management serves as investment advisor and Westwood Trust serves as custodian. The SWS cash reserve funds were $488 million and $440 million as of March 31, 2003 and 2002, respectively. These accounts are noted separately due to their unique nature within our business and because they can experience significant fluctuations on a weekly basis.	
 
Management. In the preceding table, “Separate Accounts” represent corporate pension and profit sharing plans, public employee retirement accounts, Taft Hartley plans, endowments, foundations and individuals. “Subadvisory” represents relationships where Management provides investment management services for funds offered by other financial institutions. “Gabelli Westwood Funds” represent the family of mutual funds for which
 
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Management serves as subadvisor. “Managed Accounts” represent relationships with brokerage firms and other registered investment advisors who offer Management’s products to their customers.
 
Trust. In the preceding table, “Commingled Funds” represent funds that have been established to facilitate investment of fiduciary funds of multiple clients by combining assets into a single trust for taxable and tax-exempt entities. “Private Accounts” represent discretionary accounts where Trust acts as trustee or agent and has full investment discretion. “Agency/Custody Accounts” represent non-discretionary accounts in which Trust provides agent or custodial services for a fee, but does not act in an advisory capacity.
 
Results of Operations
 
The following table and discussion of our results of operations for the three months ended March 31, 2003 is based upon data derived from the consolidated statements of income contained in our consolidated financial statements and should be read in conjunction with these statements, which are included elsewhere in this quarterly report.
 
 	  	Three Months Ended
March 31,
(in thousands)

	    	% Change

	 	
 	  	2003

	  	2002

	    	2003 vs. 2002

	 	
Revenues	  	 	 	  	 	 	    	 	 	
Advisory fees	  	$	3,620	  	$	4,212	    	(14.1	)%	
Trust fees	  	 	1,139	  	 	1,133	    	0.5	 	
Other revenues	  	 	253	  	 	187	    	35.3	 	

	

	  	

	

	    	

	

	
Total revenues	  	 	5,012	  	 	5,532	    	(9.4	)	
 	 	 	 	 	 	 	 	 	 	
Expenses	  	 	 	  	 	 	    	 	 	
Employee compensation and benefits	  	 	2,119	  	 	2,220	    	(4.5	)	
Sales and marketing	  	 	143	  	 	120	    	19.2	 	
Information technology	  	 	175	  	 	222	    	(21.2	)	
Professional services	  	 	259	  	 	367	    	(29.4	)	
General and administrative	  	 	349	  	 	324	    	7.7	 	

	

	  	

	

	    	

	

	
Total expenses	  	 	3,045	  	 	3,253	    	(6.4	)	
Income before income taxes	  	 	1,967	  	 	2,279	    	(13.7	)	
Provision for income tax expense	  	 	717	  	 	893	    	(19.7	)	

	

	  	

	

	    	

	

	
Net income	  	$	1,250	  	$	1,386	    	(9.8	)%	

	

	  	

	

	    	

	

	
 
Three months ended March 31, 2003 compared to three months ended March 31, 2002
 
Total Revenues. Our total revenues decreased by 9.4% to $5.0 million for the three months ended March 31, 2003 compared with $5.5 million for the three months ended March 31, 2002. Advisory fees decreased by 14.1% to $3.6 million for the three months ended March 31, 2003 compared with $4.2 million for the three months ended March 31, 2002 primarily as a result of decreased average assets under management due to market depreciation of assets under management offset by inflows of assets from new and existing clients. Trust fees increased by 0.5% to $1.1 million for the three months ended March 31, 2003 primarily due to an increase in cash reserve funds under custody as well as inflows of assets from new and existing clients offset by market depreciation of assets under management. Other revenues, which generally consists of interest and investment income and consulting fees, increased by 35.3% to $253,000 for the three months ended March 31, 2003 compared with $187,000 for the three months ended March 31, 2002. Other revenues increased primarily as a result of increased dividend income as well as increased interest income due to accretion of discount on notes receivable from stockholders created by principal payments by certain executive officers.
 
Employee Compensation and Benefits. Employee compensation and benefits costs generally consist of salaries, benefits and incentive compensation. Employee compensation and benefits decreased by 4.5% to $2.1 million for the three months ended March 31, 2003 compared with $2.2 million for the three months ended March 31, 2002. This decrease resulted primarily from lower incentive compensation expense partially offset by higher
 
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salary expense and increases in the size of our professional staff. At March 31, 2003 we had 44 full-time employees compared with 41 full-time employees at March 31, 2002. Additionally, for the three months ended March 31, 2003 we recognized stock option expense of $67,000, while for the three months ended March 31, 2002 we did not incur an expense for stock options.
 
Sales and Marketing. Sales and marketing costs generally consist of costs associated with our marketing efforts, including travel and advertising costs. Sales and marketing costs increased by 19.2% to $143,000 for the three months ended March 31, 2003 compared with $120,000 for the three months ended March 31, 2002. The increase in these expenses is primarily the result of increased expenditures for marketing to institutional investment consultants.
 
Information Technology. Information technology expenses generally consist of costs associated with computing hardware and software licenses, maintenance and support, telecommunications, proprietary investment research tools and other related costs. Information technology costs decreased by 21.2% to $175,000 for the three months ended March 31, 2003 compared with $222,000 for the three months ended March 31, 2002. The decrease in these expenses is primarily due to costs related to redeveloping our website, which were incurred in the 2002 period but not in the 2003 period.
 
Professional Services. Professional services expenses generally consist of costs associated with legal, audit and other professional services. Professional services expenses decreased by 29.4% to $259,000 for the three months ended March 31, 2003 compared with $367,000 for the three months ended March 31, 2002. The decrease in these expenses is primarily the result of the absence from the 2003 period of spin-off related legal and accounting expenses as well as legal expenses related to the Boykin matter that were incurred in the 2002 period. See Note 6 in the Notes to Interim Consolidated Financial Statements included herewith for more information on the Boykin matter. This decline was partially offset by increased legal and accounting costs associated with being public, as well as increased professional recruiter fees incurred as we added to the professional staff on our investment management team.
 
General and Administrative. General and administrative expenses generally consist of costs associated with the lease of our office space, investor relations, licenses and fees, depreciation, insurance, office supplies and other miscellaneous expenses. General and administrative expenses increased by 7.7% to $349,000 for the three months ended March 31, 2003 compared with $324,000 for the three months ended March 31, 2002. The increase in these expenses is primarily the result of increased corporate insurance and investor relations costs, as well as annual New York Stock Exchange listing fees.
 
Provision for Income Tax Expense. Provision for income tax expense decreased by 19.7% to $717,000 for the three months ended March 31, 2003 compared with $893,000 for the three months ended March 31, 2002, reflecting an effective tax rate of 36.5% and 39.2% for the three months ended March 31, 2003 and March 31, 2002, respectively. The decrease in the effective tax rate is primarily due to an increase in deferred tax assets related to employee deferrals into our deferred compensation plan in the first quarter of 2003.
 
Liquidity and Capital Resources
 
We fund our operations and cash requirements with cash generated from operating activities. As of March 31, 2003, we had no long-term debt. The changes in net cash provided by operating activities generally reflect the changes in earnings plus the effect of non-cash items and changes in working capital. Changes in working capital, especially accounts receivable and accounts payable, are generally the result of timing differences between collection of fees billed and payment of operating expenses.
 
During the three months ended March 31, 2003, cash flow used in operating activities, principally our investment advisory business, was $1.4 million and was primarily the result of annual cash incentive compensation payments in January 2003. At March 31, 2003, we had working capital of $17.5 million. Cash flow used in investing activities during the three months ended March 31, 2003 was $258,000. Cash flow provided by financing activities during the three months ended March 31, 2003 was $857,000 and was primarily due to loan principal payments received from certain executive officers totaling approximately $965,000.
 
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We had cash and investments of $18.8 million at March 31, 2003, as compared to $18.6 million at December 31, 2002. We had no liabilities for borrowed money at March 31, 2003, and our accounts payable were paid in the ordinary course of business for each of the periods then ended.
 
Our future liquidity and capital requirements will depend upon numerous factors. We believe that current cash and short-term investment balances and cash generated from operations will be sufficient to meet the operating and capital requirements of our ordinary business operations through at least the next twelve months. However, there can be no assurance that we will not require additional financing within this time frame. Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary. The failure to raise needed capital on attractive terms, if at all, could have a material adverse effect on our business, financial condition and results of operations.
 
Critical Accounting Policies and Estimates
 
Revenue Recognition
 
Investment advisory and trust fees are recognized in the period the services are provided. These fees are determined in accordance with contracts between our subsidiaries and their clients and are generally based on a percentage of assets under management.
 
Accounting for Investments
 
We record our investments in accordance with the provisions of SFAS No. 115. We have designated our investments other than money market holdings as “trading” securities, which are recorded at market value with the related unrealized gains and losses reflected in “Other revenues” in the consolidated statements of income. Our “trading” securities, primarily U.S. Government and Government agency obligations as well as mutual fund shares, are valued based upon quoted market prices and, with respect to mutual funds, the net asset value of the shares held as reported by the fund. We have designated our investments in money market accounts as “available for sale”. The market values of our money market holdings generally do not fluctuate. Dividends and interest on all of our investments are accrued as earned.
 
Stock Options
 
Effective January 1, 2002, we elected to begin expensing the cost associated with stock options granted subsequent to January 1, 2002 to employees as well as non-employee directors under the SFAS 123, “Accounting for Stock Based Compensation” fair value model. We value stock options issued based upon the Black-Scholes option-pricing model and recognize this value as an expense over the periods in which the options vest. Implementation of the Black-Scholes option-pricing model requires us to make certain assumptions, including expected volatility, risk-free interest rate, expected dividend yield and expected life of the options. We utilized assumptions that we believed to be most appropriate at the time of the valuation. Had we used different assumptions in the pricing model the expense recognized for stock options may have been different than the expense recognized in our financial statements.
 
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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
 
Westwood utilizes various financial instruments, which entail certain inherent market risks. We do not currently participate in any hedging activities, nor do we currently utilize any derivative financial instruments. The following information describes the key aspects of certain financial instruments that have market risks.
 
Interest Rates
 
Our cash equivalents and other investment instruments are exposed to financial market risk due to fluctuation in interest rates, which may affect our interest income. These instruments are not entered into for speculative trading purposes. We do not expect our interest income to be significantly affected by a sudden change in market interest rates. However, the value of assets under management is affected by changes in interest rates. Since we derive a substantial portion of our revenues from investment advisory and trust fees based on the value of assets under management, our revenues may be adversely affected by changing interest rates.
 
ITEM 4.    CONTROLS AND PROCEDURES
 
Within the 90 days prior to the filing date of this quarterly report, Westwood carried out an evaluation, under the supervision and with the participation of Westwood management, including Westwood’s Chief Executive Officer and Chief Operating Officer (performing functions similar to a Chief Financial Officer), of the effectiveness of the design and operation of Westwood’s disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-14. Based on that evaluation, the Chief Executive Officer and the Chief Operating Officer have concluded that these disclosure controls and procedures are effective. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of our evaluation.

PART II
OTHER INFORMATION
 
ITEM 1.    LEGAL PROCEEDINGS
 
We are subject from time to time to certain claims and legal proceedings arising in the ordinary course of our business. We do not believe the outcome of these proceedings will have a material impact on our financial position, operations or cash flow.
 
ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS
 
None
 
ITEM 3.    DEFAULTS UPON SENIOR SECURITIES
 
None
 
ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
None
 
ITEM 5.    OTHER INFORMATION
 
None
 
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ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K
 
 	(a)	 	Exhibits	
 
 	99.1	 	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	
 
 	99.2	 	Certification of President and Chief Operating Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	
 
 	(b)	 	Reports on Form 8-K	
 
None

 
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 thereunto duly authorized.
 
Dated: April 23, 2003	 	WESTWOOD HOLDINGS GROUP, INC.	
 	 	 	 	 	 	 	 	 	
 	 	 	 	By:	 	/s/    SUSAN M. BYRNE	

	
 	 	 	 	 	 	Susan M. Byrne
Chief Executive Officer
(Principal Executive Officer)	
 	 	 	 	 	 	 	 	 	
 	 	 	 	By:	 	/s/    BRIAN O. CASEY	

	
 	 	 	 	 	 	Brian O. Casey
President and Chief Operating Officer
(Principal Financial and Accounting Officer)	
 
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CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
SECURITIES EXCHANGE ACT RULES 13A-14 AND 15D-14
 
I, Susan M. Byrne, Chief Executive Officer of the registrant, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q of Westwood Holdings Group, Inc.
 
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
 
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
 
a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
 
c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
 
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons fulfilling the equivalent function):
 
a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize, and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
 
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
 
6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/    SUSAN M. BYRNE

	
Susan M. Byrne, Chief Executive Officer
 
Dated: April 23, 2003
 
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CERTIFICATION OF PRESIDENT AND CHIEF OPERATING OFFICER
PURSUANT TO
SECURITIES EXCHANGE ACT RULES 13A-14 AND 15D-14
 
I, Brian O. Casey, President and Chief Operating Officer of the registrant (performing similar functions as a chief financial officer), certify that:
 
1. I have reviewed this quarterly report on Form 10-Q of Westwood Holdings Group, Inc.
 
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
 
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
 
a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
 
c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
 
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons fulfilling the equivalent function):
 
a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize, and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
 
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
 
6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/    BRIAN O. CASEY

	
Brian O. Casey, President and Chief Operating Officer
 
Dated: April 23, 2003
 
19

Exhibit 99.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Westwood Holdings Group, Inc. (the Company) on Form 10-Q for the period ending March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Susan M. Byrne, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.78m or 78o(d)); and
 
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/    SUSAN M. BYRNE

	
Susan M. Byrne
Chief Executive Officer
April 23, 2003

Exhibit 99.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Westwood Holdings Group, Inc. (the Company) on Form 10-Q for the period ending March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Brian O. Casey, President and Chief Operating Officer of the Company (performing similar functions as a chief financial officer), certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15U.S.C. 78m or 78o(d)); and
 
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/    BRIAN O. CASEY

	
Brian O. Casey
President and Chief Operating Officer
April 23, 2003