x
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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¨
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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DELAWARE
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75-2969997
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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200 CRESCENT COURT, SUITE 1200
DALLAS, TEXAS
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75201
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(Address of principal executive office)
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(Zip Code)
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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PART I
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FINANCIAL INFORMATION
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PAGE
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Item 1.
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Financial Statements
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 1.
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Item 1A.
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Item 2.
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Item 6.
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June 30, 2015
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December 31, 2014
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||||
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(unaudited)
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|||||
ASSETS
|
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||||
Current Assets:
|
|
|
|
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||||
Cash and cash equivalents
|
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$
|
22,767
|
|
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$
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18,131
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Accounts receivable
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21,890
|
|
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14,540
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Investments, at fair value
|
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46,195
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79,620
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Deferred income taxes
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4,634
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4,060
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Other current assets
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2,164
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2,413
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Total current assets
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97,650
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118,764
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Goodwill
|
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22,910
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11,255
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Deferred income taxes
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3,355
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|
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3,792
|
|
||
Intangible assets, net
|
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28,977
|
|
|
3,430
|
|
||
Property and equipment, net of accumulated depreciation of $3,030 and $2,720
|
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3,217
|
|
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2,633
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Total assets
|
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$
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156,109
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$
|
139,874
|
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LIABILITIES AND STOCKHOLDERS' EQUITY
|
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||||
Current Liabilities:
|
|
|
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|
||||
Accounts payable and accrued liabilities
|
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$
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3,300
|
|
|
$
|
2,334
|
|
Dividends payable
|
|
4,927
|
|
|
4,868
|
|
||
Compensation and benefits payable
|
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11,091
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|
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18,504
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||
Contingent consideration
|
|
9,257
|
|
|
—
|
|
||
Income taxes payable
|
|
860
|
|
|
1,498
|
|
||
Total current liabilities
|
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29,435
|
|
|
27,204
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||
Accrued dividends
|
|
1,144
|
|
|
1,450
|
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||
Deferred rent
|
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1,179
|
|
|
1,213
|
|
||
Total liabilities
|
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31,758
|
|
|
29,867
|
|
||
Commitments and contingencies (Note 11)
|
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|
||||
Stockholders' Equity:
|
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|
||||
Common stock, $0.01 par value, authorized 25,000,000 shares, issued 9,415,560 and outstanding 8,601,754 shares at June 30, 2015; issued 9,010,255 and outstanding 8,308,460 shares at December 31, 2014
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94
|
|
|
90
|
|
||
Additional paid-in capital
|
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135,349
|
|
|
119,859
|
|
||
Treasury stock, at cost - 813,806 shares at June 30, 2015; 701,795 shares at December 31, 2014
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|
(35,931
|
)
|
|
(29,028
|
)
|
||
Accumulated other comprehensive loss
|
|
(2,386
|
)
|
|
(1,231
|
)
|
||
Retained earnings
|
|
27,225
|
|
|
20,317
|
|
||
Total stockholders' equity
|
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124,351
|
|
|
110,007
|
|
||
Total liabilities and stockholders' equity
|
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$
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156,109
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$
|
139,874
|
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Three Months Ended June 30,
|
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Six Months Ended June 30,
|
||||||||||||
|
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2015
|
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2014
|
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2015
|
|
2014
|
||||||||
REVENUES:
|
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|
|
|
|
|
|
|
||||||||
Advisory fees
|
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|
|
|
|
|
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||||||||
Asset based
|
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$
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27,458
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|
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$
|
22,095
|
|
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$
|
51,387
|
|
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$
|
42,484
|
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Performance based
|
|
1,918
|
|
|
3,443
|
|
|
2,206
|
|
|
3,806
|
|
||||
Trust fees
|
|
7,921
|
|
|
5,151
|
|
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13,071
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|
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10,179
|
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||||
Other, net
|
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14
|
|
|
216
|
|
|
255
|
|
|
385
|
|
||||
Total revenues
|
|
37,311
|
|
|
30,905
|
|
|
66,919
|
|
|
56,854
|
|
||||
EXPENSES:
|
|
|
|
|
|
|
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||||||||
Employee compensation and benefits
|
|
16,512
|
|
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12,865
|
|
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31,821
|
|
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25,717
|
|
||||
Sales and marketing
|
|
496
|
|
|
375
|
|
|
891
|
|
|
662
|
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||||
Westwood mutual funds
|
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901
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|
|
722
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1,728
|
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1,374
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Information technology
|
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1,422
|
|
|
1,014
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|
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2,459
|
|
|
1,729
|
|
||||
Professional services
|
|
1,031
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|
1,189
|
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|
3,103
|
|
|
2,571
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|
||||
General and administrative
|
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2,197
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|
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1,384
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|
|
3,787
|
|
|
2,832
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||||
Total expenses
|
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22,559
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|
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17,549
|
|
|
43,789
|
|
|
34,885
|
|
||||
Income before income taxes
|
|
14,752
|
|
|
13,356
|
|
|
23,130
|
|
|
21,969
|
|
||||
Provision for income taxes
|
|
4,957
|
|
|
4,765
|
|
|
7,725
|
|
|
7,816
|
|
||||
Net income
|
|
$
|
9,795
|
|
|
$
|
8,591
|
|
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$
|
15,405
|
|
|
$
|
14,153
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
|
233
|
|
|
332
|
|
|
(1,155
|
)
|
|
(22
|
)
|
||||
Total comprehensive income
|
|
$
|
10,028
|
|
|
$
|
8,923
|
|
|
$
|
14,250
|
|
|
$
|
14,131
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
1.25
|
|
|
$
|
1.14
|
|
|
$
|
2.00
|
|
|
$
|
1.89
|
|
Diluted
|
|
$
|
1.23
|
|
|
$
|
1.12
|
|
|
$
|
1.93
|
|
|
$
|
1.82
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
7,806,031
|
|
|
7,523,347
|
|
|
7,701,707
|
|
|
7,499,016
|
|
||||
Diluted
|
|
7,961,406
|
|
|
7,679,032
|
|
|
7,976,790
|
|
|
7,774,410
|
|
||||
Cash dividends declared per share
|
|
$
|
0.50
|
|
|
$
|
0.44
|
|
|
$
|
1.00
|
|
|
$
|
0.88
|
|
|
|
Common Stock, Par
|
|
Additional
Paid-In
Capital
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Retained
Earnings
|
|
Total
|
|||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
BALANCE, January 1, 2015
|
|
8,308,460
|
|
|
$
|
90
|
|
|
$
|
119,859
|
|
|
$
|
(29,028
|
)
|
|
$
|
(1,231
|
)
|
|
$
|
20,317
|
|
|
$
|
110,007
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,405
|
|
|
15,405
|
|
||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,155
|
)
|
|
—
|
|
|
(1,155
|
)
|
||||||
Issuance of common stock
|
|
109,712
|
|
|
1
|
|
|
5,667
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,668
|
|
||||||
Issuance of restricted stock, net of forfeitures
|
|
295,593
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,497
|
)
|
|
(8,497
|
)
|
||||||
Stock based compensation expense
|
|
—
|
|
|
—
|
|
|
7,695
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,695
|
|
||||||
Reclassification of compensation liability to be paid in shares
|
|
—
|
|
|
—
|
|
|
338
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
338
|
|
||||||
Tax benefit related to stock based compensation
|
|
—
|
|
|
—
|
|
|
1,793
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,793
|
|
||||||
Purchases of treasury stock
|
|
(21,818
|
)
|
|
—
|
|
|
—
|
|
|
(1,327
|
)
|
|
—
|
|
|
—
|
|
|
(1,327
|
)
|
||||||
Restricted stock returned for payment of taxes
|
|
(90,193
|
)
|
|
—
|
|
|
—
|
|
|
(5,576
|
)
|
|
—
|
|
|
—
|
|
|
(5,576
|
)
|
||||||
BALANCE, June 30, 2015
|
|
8,601,754
|
|
|
$
|
94
|
|
|
$
|
135,349
|
|
|
$
|
(35,931
|
)
|
|
$
|
(2,386
|
)
|
|
$
|
27,225
|
|
|
$
|
124,351
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
||||
Net income
|
|
$
|
15,405
|
|
|
$
|
14,153
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation
|
|
325
|
|
|
288
|
|
||
Amortization of intangible assets
|
|
552
|
|
|
180
|
|
||
Unrealized gains on trading investments
|
|
(81
|
)
|
|
(134
|
)
|
||
Stock based compensation expense
|
|
7,695
|
|
|
6,468
|
|
||
Deferred income taxes
|
|
(612
|
)
|
|
2,145
|
|
||
Excess tax benefits from stock based compensation
|
|
(1,396
|
)
|
|
(1,916
|
)
|
||
Net sales of investments - trading securities
|
|
33,506
|
|
|
6,927
|
|
||
Change in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
(6,773
|
)
|
|
(2,236
|
)
|
||
Other current assets
|
|
288
|
|
|
919
|
|
||
Accounts payable and accrued liabilities
|
|
810
|
|
|
(166
|
)
|
||
Compensation and benefits payable
|
|
(6,522
|
)
|
|
(8,683
|
)
|
||
Income taxes payable
|
|
1,673
|
|
|
(1,189
|
)
|
||
Other liabilities
|
|
(18
|
)
|
|
(29
|
)
|
||
Net cash provided by operating activities
|
|
44,852
|
|
|
16,727
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
||||
Purchase of property and equipment
|
|
(564
|
)
|
|
(302
|
)
|
||
Acquisition of Woodway, net of cash acquired
|
|
(24,133
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
|
(24,697
|
)
|
|
(302
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
||||
Purchases of treasury stock
|
|
(1,327
|
)
|
|
—
|
|
||
Restricted stock returned for payment of taxes
|
|
(5,576
|
)
|
|
(5,839
|
)
|
||
Excess tax benefits from stock based compensation
|
|
1,396
|
|
|
1,916
|
|
||
Cash dividends
|
|
(8,743
|
)
|
|
(7,291
|
)
|
||
Net cash used in financing activities
|
|
(14,250
|
)
|
|
(11,214
|
)
|
||
Effect of currency rate changes on cash
|
|
(1,269
|
)
|
|
(12
|
)
|
||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
|
4,636
|
|
|
5,199
|
|
||
Cash and cash equivalents, beginning of period
|
|
18,131
|
|
|
10,864
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
22,767
|
|
|
$
|
16,063
|
|
Supplemental cash flow information:
|
|
|
|
|
||||
Cash paid during the period for income taxes
|
|
$
|
6,675
|
|
|
$
|
6,978
|
|
Common stock issued for acquisition
|
|
$
|
5,669
|
|
|
$
|
—
|
|
Non-cash accrued contingent consideration
|
|
$
|
9,257
|
|
|
$
|
—
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income
|
|
$
|
9,795
|
|
|
$
|
8,591
|
|
|
$
|
15,405
|
|
|
$
|
14,153
|
|
Weighted average shares outstanding - basic |
|
7,806,031
|
|
|
7,523,347
|
|
|
7,701,707
|
|
|
7,499,016
|
|
||||
Dilutive potential shares from unvested restricted shares
|
|
155,375
|
|
|
155,685
|
|
|
275,083
|
|
|
275,394
|
|
||||
Weighted average shares outstanding - diluted
|
|
7,961,406
|
|
|
7,679,032
|
|
|
7,976,790
|
|
|
7,774,410
|
|
||||
Earnings per share: |
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
1.25
|
|
|
$
|
1.14
|
|
|
$
|
2.00
|
|
|
$
|
1.89
|
|
Diluted
|
|
$
|
1.23
|
|
|
$
|
1.12
|
|
|
$
|
1.93
|
|
|
$
|
1.82
|
|
|
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Market
Value
|
||||||||
June 30, 2015:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Government and Government agency obligations
|
|
$
|
30,468
|
|
|
$
|
15
|
|
|
$
|
(4
|
)
|
|
$
|
30,479
|
|
Money market funds
|
|
2,934
|
|
|
—
|
|
|
—
|
|
|
2,934
|
|
||||
Equity funds
|
|
12,580
|
|
|
321
|
|
|
(119
|
)
|
|
12,782
|
|
||||
Marketable securities
|
|
$
|
45,982
|
|
|
$
|
336
|
|
|
$
|
(123
|
)
|
|
$
|
46,195
|
|
December 31, 2014:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Government and Government agency obligations
|
|
$
|
66,761
|
|
|
$
|
20
|
|
|
$
|
(8
|
)
|
|
$
|
66,773
|
|
Money market funds
|
|
8,250
|
|
|
—
|
|
|
—
|
|
|
8,250
|
|
||||
Equity funds
|
|
4,477
|
|
|
223
|
|
|
(103
|
)
|
|
4,597
|
|
||||
Marketable securities
|
|
$
|
79,488
|
|
|
$
|
243
|
|
|
$
|
(111
|
)
|
|
$
|
79,620
|
|
•
|
level 1 – quoted market prices in active markets for identical assets
|
•
|
level 2 – inputs other than quoted prices that are directly or indirectly observable
|
•
|
level 3 – unobservable inputs where there is little or no market activity
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
As of June 30, 2015:
|
|
|
|
|
|
|
|
|
||||||||
Investments in securities:
|
|
|
|
|
|
|
|
|
||||||||
Trading
|
|
$
|
42,785
|
|
|
$
|
3,410
|
|
|
$
|
—
|
|
|
$
|
46,195
|
|
Contingent consideration
|
|
—
|
|
|
—
|
|
|
(9,257
|
)
|
|
(9,257
|
)
|
||||
Total financial instruments
|
|
$
|
42,785
|
|
|
$
|
3,410
|
|
|
$
|
(9,257
|
)
|
|
$
|
36,938
|
|
As of December 31, 2014:
|
|
|
|
|
|
|
|
|
||||||||
Investments in securities:
|
|
|
|
|
|
|
|
|
||||||||
Trading
|
|
$
|
77,327
|
|
|
$
|
2,293
|
|
|
$
|
—
|
|
|
$
|
79,620
|
|
Total financial instruments
|
|
$
|
77,327
|
|
|
$
|
2,293
|
|
|
$
|
—
|
|
|
$
|
79,620
|
|
Valuation Technique
|
Unobservable Input
|
Range
|
Discounted Cash Flow
|
Discount rate
|
6.0%
|
|
AUM growth rate
|
(10.0)% to 10.0%
|
|
Contingent Consideration
|
||
Beginning balance, December 31, 2014
|
$
|
—
|
|
Acquisition of Woodway
|
9,257
|
|
|
Ending balance, June 30, 2015
|
$
|
9,257
|
|
Cash and cash equivalents
|
|
$
|
1,205
|
|
Accounts receivable
|
|
936
|
|
|
Other current assets
|
|
253
|
|
|
Goodwill (i)
|
|
11,655
|
|
|
Identifiable intangibles (ii)
|
|
26,099
|
|
|
Property and equipment
|
|
197
|
|
|
Accounts payable and accrued liabilities
|
|
(61
|
)
|
|
Income tax payable
|
|
(20
|
)
|
|
Preliminary purchase price
|
|
$
|
40,264
|
|
(i)
|
The excess of the preliminary purchase price over the fair value amounts assigned to assets acquired and liabilities assumed represents the goodwill amount resulting from the acquisition.
|
(ii)
|
The fair value of the acquired identifiable intangibles consists of (in thousands, except useful lives):
|
|
|
|
Estimated Useful Lives
|
||
Customer accounts
|
|
$
|
25,085
|
|
20 years
|
Non-compete agreements
|
|
248
|
|
3 years
|
|
Trade name
|
|
766
|
|
5 years
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Total revenues
|
|
$
|
37,311
|
|
|
$
|
33,510
|
|
|
$
|
69,612
|
|
|
$
|
61,984
|
|
Net income
|
|
$
|
9,832
|
|
|
$
|
9,132
|
|
|
$
|
16,331
|
|
|
$
|
15,105
|
|
Balance, December 31, 2014
|
|
$
|
11,255
|
|
Acquisition of Woodway
|
|
11,655
|
|
|
Balance, June 30, 2015
|
|
$
|
22,910
|
|
|
|
Weighted Average Amortization Period (Years)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
June 30, 2015
|
|
|
|
|
|
|
|
|
||||||
Client relationships
|
|
19.0
|
|
$
|
30,090
|
|
|
$
|
(2,068
|
)
|
|
$
|
28,022
|
|
Trade names
|
|
2.9
|
|
1,022
|
|
|
(294
|
)
|
|
728
|
|
|||
Non-compete agreements
|
|
4.2
|
|
274
|
|
|
(47
|
)
|
|
227
|
|
|||
Total
|
|
|
|
$
|
31,386
|
|
|
$
|
(2,409
|
)
|
|
$
|
28,977
|
|
|
|
|
|
|
|
|
|
|
||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
||||||
Client relationships
|
|
14.2
|
|
$
|
5,005
|
|
|
$
|
(1,575
|
)
|
|
$
|
3,430
|
|
Trade names
|
|
2.0
|
|
256
|
|
|
(256
|
)
|
|
—
|
|
|||
Non-compete agreements
|
|
2.3
|
|
26
|
|
|
(26
|
)
|
|
—
|
|
|||
Total
|
|
|
|
$
|
5,287
|
|
|
$
|
(1,857
|
)
|
|
$
|
3,430
|
|
For the year ending December 31,
|
|
|
||
2015
|
|
$
|
1,477
|
|
2016
|
|
1,849
|
|
|
2017
|
|
1,849
|
|
|
2018
|
|
1,787
|
|
|
2019
|
|
1,766
|
|
|
|
As of
June 30,
2015
|
|
As of
December 31,
2014
|
||||
Leasehold improvements
|
|
$
|
2,169
|
|
|
$
|
2,274
|
|
Furniture and fixtures
|
|
1,731
|
|
|
1,516
|
|
||
Computer hardware and office equipment
|
|
1,997
|
|
|
1,563
|
|
||
Construction in progress
|
|
350
|
|
|
—
|
|
||
Accumulated depreciation
|
|
(3,030
|
)
|
|
(2,720
|
)
|
||
Net property and equipment
|
|
$
|
3,217
|
|
|
$
|
2,633
|
|
|
|
As of
June 30,
2015
|
|
As of
December 31,
2014
|
||||
Foreign currency translation adjustment
|
|
$
|
(2,386
|
)
|
|
$
|
(1,231
|
)
|
Accumulated other comprehensive loss
|
|
$
|
(2,386
|
)
|
|
$
|
(1,231
|
)
|
|
|
As of June 30, 2015
|
||||||||||
|
|
Assets
Under
Management
|
|
Corporate
Investment
|
|
Risk of
Loss
|
||||||
VIE's:
|
|
|
|
|
|
|
||||||
Westwood Funds®
|
|
$
|
4,283
|
|
|
$
|
6
|
|
|
$
|
6
|
|
Common Trust Funds
|
|
2,444
|
|
|
3
|
|
|
3
|
|
|||
Collective Investment Trusts
|
|
312
|
|
|
—
|
|
|
—
|
|
|||
LLCs
|
|
140
|
|
|
—
|
|
|
—
|
|
|||
UCITS Fund
|
|
808
|
|
|
2
|
|
|
2
|
|
|||
VIE totals
|
|
7,987
|
|
|
|
|
|
|||||
All other assets:
|
|
|
|
|
|
|
||||||
Private Wealth
|
|
3,054
|
|
|
|
|
|
|||||
Institutional
|
|
12,083
|
|
|
|
|
|
|||||
Total AUM
|
|
$
|
23,124
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Service condition stock based compensation expense
|
|
$
|
2,220
|
|
|
$
|
1,737
|
|
|
$
|
4,403
|
|
|
$
|
3,551
|
|
Performance condition stock based compensation expense
|
|
1,600
|
|
1,436
|
|
2,954
|
|
2,685
|
||||||||
Stock based compensation expense under the Plan
|
|
3,820
|
|
3,173
|
|
7,357
|
|
6,236
|
||||||||
Canada EB Plan stock based compensation expense
|
|
197
|
|
(184
|
)
|
|
338
|
|
232
|
|||||||
Total stock based compensation expense
|
|
$
|
4,017
|
|
|
$
|
2,989
|
|
|
$
|
7,695
|
|
|
$
|
6,468
|
|
Restricted shares subject only to a service condition:
|
|
Shares
|
|
Weighted Average
Grant Date Fair
Value
|
|||
|
|
|
|
|
|||
Non-vested, January 1, 2015
|
|
496,457
|
|
|
$
|
48.14
|
|
Granted
|
|
290,607
|
|
|
61.60
|
|
|
Vested
|
|
(183,194
|
)
|
|
41.75
|
|
|
Forfeited
|
|
(30,014
|
)
|
|
54.47
|
|
|
Non-vested, June 30, 2015
|
|
573,856
|
|
|
$
|
56.68
|
|
Restricted shares subject to service and performance conditions:
|
|
Shares
|
|
Weighted Average
Grant Date Fair
Value
|
|||
|
|
|
|
|
|||
Non-vested, January 1, 2015
|
|
101,313
|
|
|
$
|
58.59
|
|
Granted
|
|
101,313
|
|
|
61.29
|
|
|
Vested
|
|
(101,313
|
)
|
|
58.59
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Non-vested, June 30, 2015
|
|
101,313
|
|
|
$
|
61.29
|
|
|
|
Advisory
|
|
Trust
|
|
Westwood
Holdings |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Three Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net fee revenues from external sources
|
|
$
|
29,376
|
|
|
$
|
7,921
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37,297
|
|
Net intersegment revenues
|
|
6,111
|
|
|
—
|
|
|
—
|
|
|
(6,111
|
)
|
|
—
|
|
|||||
Net interest and dividend revenue
|
|
59
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|||||
Other revenue
|
|
(45
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|||||
Total revenues
|
|
$
|
35,501
|
|
|
$
|
7,921
|
|
|
$
|
—
|
|
|
$
|
(6,111
|
)
|
|
$
|
37,311
|
|
Economic Earnings
|
|
$
|
15,149
|
|
|
$
|
1,309
|
|
|
$
|
(2,106
|
)
|
|
$
|
—
|
|
|
$
|
14,352
|
|
Less: Restricted stock expense
|
|
|
|
|
|
|
|
|
|
4,017
|
|
|||||||||
Intangible amortization
|
|
|
|
|
|
|
|
|
|
462
|
|
|||||||||
Deferred taxes on goodwill
|
|
|
|
|
|
|
|
|
|
78
|
|
|||||||||
Net income
|
|
|
|
|
|
|
|
|
|
$
|
9,795
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment assets
|
|
$
|
157,681
|
|
|
$
|
58,166
|
|
|
$
|
11,239
|
|
|
$
|
(70,977
|
)
|
|
$
|
156,109
|
|
Segment goodwill
|
|
$
|
5,219
|
|
|
$
|
17,691
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,910
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended June 30, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net fee revenues from external sources
|
|
$
|
25,538
|
|
|
$
|
5,151
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,689
|
|
Net intersegment revenues
|
|
3,283
|
|
|
—
|
|
|
—
|
|
|
(3,283
|
)
|
|
—
|
|
|||||
Net interest and dividend revenue
|
|
43
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|||||
Other revenue
|
|
173
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
173
|
|
|||||
Total revenues
|
|
$
|
29,037
|
|
|
$
|
5,151
|
|
|
$
|
—
|
|
|
$
|
(3,283
|
)
|
|
$
|
30,905
|
|
Economic Earnings
|
|
$
|
11,868
|
|
|
$
|
1,111
|
|
|
$
|
(1,271
|
)
|
|
$
|
—
|
|
|
$
|
11,708
|
|
Less: Restricted stock expense
|
|
|
|
|
|
|
|
|
|
2,989
|
|
|||||||||
Intangible amortization
|
|
|
|
|
|
|
|
|
|
90
|
|
|||||||||
Deferred taxes on goodwill
|
|
|
|
|
|
|
|
|
|
38
|
|
|||||||||
Net income
|
|
|
|
|
|
|
|
|
|
$
|
8,591
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment assets
|
|
$
|
109,769
|
|
|
$
|
15,876
|
|
|
$
|
16,825
|
|
|
$
|
(27,277
|
)
|
|
$
|
115,193
|
|
Segment goodwill
|
|
$
|
5,219
|
|
|
$
|
6,036
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,255
|
|
|
|
Advisory
|
|
Trust
|
|
Westwood
Holdings |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Six Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net fee revenues from external sources
|
|
$
|
53,593
|
|
|
$
|
13,071
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
66,664
|
|
Net intersegment revenues
|
|
9,738
|
|
|
—
|
|
|
—
|
|
|
(9,738
|
)
|
|
—
|
|
|||||
Net interest and dividend revenue
|
|
108
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
109
|
|
|||||
Other revenue
|
|
146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146
|
|
|||||
Total revenues
|
|
$
|
63,585
|
|
|
$
|
13,072
|
|
|
$
|
—
|
|
|
$
|
(9,738
|
)
|
|
$
|
66,919
|
|
Economic Earnings
|
|
$
|
25,866
|
|
|
$
|
1,813
|
|
|
$
|
(3,911
|
)
|
|
$
|
—
|
|
|
$
|
23,768
|
|
Less: Restricted stock expense
|
|
|
|
|
|
|
|
|
|
7,695
|
|
|||||||||
Intangible amortization
|
|
|
|
|
|
|
|
|
|
552
|
|
|||||||||
Deferred taxes on goodwill
|
|
|
|
|
|
|
|
|
|
116
|
|
|||||||||
Net income
|
|
|
|
|
|
|
|
|
|
$
|
15,405
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Six Months Ended June 30, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net fee revenues from external sources
|
|
$
|
46,290
|
|
|
$
|
10,179
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
56,469
|
|
Net intersegment revenues
|
|
6,664
|
|
|
—
|
|
|
—
|
|
|
(6,664
|
)
|
|
—
|
|
|||||
Net interest and dividend revenue
|
|
165
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
166
|
|
|||||
Other revenue
|
|
218
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
219
|
|
|||||
Total revenues
|
|
$
|
53,337
|
|
|
$
|
10,181
|
|
|
$
|
—
|
|
|
$
|
(6,664
|
)
|
|
$
|
56,854
|
|
Economic Earnings
|
|
$
|
22,607
|
|
|
$
|
1,333
|
|
|
$
|
(3,063
|
)
|
|
$
|
—
|
|
|
$
|
20,877
|
|
Less: Restricted stock expense
|
|
|
|
|
|
|
|
|
|
6,468
|
|
|||||||||
Intangible amortization
|
|
|
|
|
|
|
|
|
|
180
|
|
|||||||||
Deferred taxes on goodwill
|
|
|
|
|
|
|
|
|
|
76
|
|
|||||||||
Net income
|
|
|
|
|
|
|
|
|
|
$
|
14,153
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
regulations adversely affecting the financial services industry;
|
•
|
the composition and market value of our assets under management;
|
•
|
competition in the investment management industry;
|
•
|
our investments in foreign companies;
|
•
|
our ability to develop and market new investment strategies successfully;
|
•
|
our ability to pursue and properly integrate acquired businesses;
|
•
|
litigation risks;
|
•
|
our ability to retain qualified personnel;
|
•
|
our relationships with current and potential customers;
|
•
|
our ability to properly address conflicts of interest;
|
•
|
our ability to maintain adequate insurance coverage;
|
•
|
our ability to maintain an effective information systems;
|
•
|
our ability to maintain effective cyber security;
|
•
|
our ability to maintain an effective system of internal controls;
|
•
|
our ability to maintain our fee structure in light of competitive fee pressures;
|
•
|
our relationships with investment consulting firms; and
|
•
|
the significant concentration of our revenues in a small number of customers.
|
|
|
|
|
|
|
% Change
|
|||||
|
|
|
|
June 30, 2015
|
|||||||
|
|
As of June 30,
|
|
vs.
|
|||||||
|
|
2015
|
|
2014
|
|
June 30, 2014
|
|||||
|
|
(in millions)
|
|
|
|||||||
Institutional
|
|
$
|
13,203
|
|
|
$
|
12,705
|
|
|
4
|
%
|
Private Wealth
(2)
|
|
5,638
|
|
|
4,021
|
|
|
40
|
|
||
Mutual Funds
|
|
4,283
|
|
|
3,290
|
|
|
30
|
|
||
Total Assets Under Management
(1) (2)
|
|
$
|
23,124
|
|
|
$
|
20,016
|
|
|
16
|
%
|
(1)
|
AUM excludes approximately $687 million of assets under advisement ("AUA") as of June 30, 2015 related to our global convertibles strategy and other model portfolios, for which we currently provide consulting advice but for which we do not have direct discretionary investment authority. AUM excludes approximately $247 million of AUA as of June 30, 2014 related to model portfolios, for which we currently provide consulting advice but for which we do not have direct discretionary investment authority.
|
(2)
|
Due to an immaterial error relating to the aggregation of Private Wealth AUM, AUM was overstated, and AUA was understated, for certain prior periods. Adjustments to correct the immaterial error have been made in this report. Specifically, previously-reported AUM as of June 30, 2014 was overstated by $86.0 million and has been adjusted in the above schedule accordingly. The correction to AUM as of June 30, 2014 represents a 2% adjustment to Private Wealth AUM and less than a 1% adjustment to Total AUM as previously reported as of such date.
|
•
|
Institutional
includes separate accounts of corporate pension and profit sharing plans, public employee retirement funds, Taft Hartley plans, endowments, foundations and individuals; subadvisory relationships where Westwood provides investment management services for funds offered by other financial institutions; pooled investment vehicles, including UCITS funds and collective investment trusts; and managed account relationships with brokerage firms and other registered investment advisors that offer Westwood products to their customers.
|
•
|
Private Wealth
includes assets for which Westwood Trust provides trust and custodial services and participation in common trust funds that it sponsors to institutions and high net worth individuals pursuant to trust or agency agreements and assets for which Westwood Management provides advisory services in ten limited liability companies to high net worth individuals. Investment subadvisory services are provided for the common trust funds by Westwood Management, Westwood International and external, unaffiliated subadvisors. For certain assets in this category, Westwood Trust currently provides limited custody services for a minimal or no fee, but views these assets as potentially converting to fee-generating managed assets in the future. As an example, some assets in this category consist of low-basis stock currently being held in custody for clients, but we believe there is potential for these assets to convert to fee-generating managed assets during an inter-generational transfer of wealth at a future date.
|
•
|
Mutual Funds
include the Westwood Funds
®
, a family of mutual funds for which Westwood Management serves as advisor.
|
($ millions)
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
|
|
2015
|
|
2014
(1)
|
|
2015
|
|
2014
(1)
|
||||||||
Institutional
|
|
|
|
|
|
|
|
|
||||||||
Beginning of period assets
|
|
$
|
13,458
|
|
|
$
|
12,091
|
|
|
$
|
12,471
|
|
|
$
|
12,139
|
|
Inflows
|
|
130
|
|
|
559
|
|
|
1,370
|
|
|
979
|
|
||||
Outflows
|
|
(449
|
)
|
|
(601
|
)
|
|
(976
|
)
|
|
(1,397
|
)
|
||||
Net flows
|
|
(319
|
)
|
|
(42
|
)
|
|
394
|
|
|
(418
|
)
|
||||
Market appreciation/(depreciation)
|
|
64
|
|
|
656
|
|
|
338
|
|
|
984
|
|
||||
Net change
|
|
(255
|
)
|
|
614
|
|
|
732
|
|
|
566
|
|
||||
End of period assets
|
|
13,203
|
|
|
12,705
|
|
|
13,203
|
|
|
12,705
|
|
||||
Private Wealth
|
|
|
|
|
|
|
|
|
||||||||
Beginning of period assets
|
|
4,025
|
|
|
3,895
|
|
|
4,057
|
|
|
3,938
|
|
||||
Inflows
|
|
213
|
|
|
115
|
|
|
284
|
|
|
175
|
|
||||
Outflows
|
|
(170
|
)
|
|
(141
|
)
|
|
(348
|
)
|
|
(252
|
)
|
||||
Net flows
|
|
43
|
|
|
(26
|
)
|
|
(64
|
)
|
|
(77
|
)
|
||||
Acquisition related
|
|
1,583
|
|
|
—
|
|
|
1,583
|
|
|
—
|
|
||||
Market appreciation/(depreciation)
|
|
(13
|
)
|
|
152
|
|
|
62
|
|
|
160
|
|
||||
Net change
|
|
1,613
|
|
|
126
|
|
|
1,581
|
|
|
83
|
|
||||
End of period assets
|
|
5,638
|
|
|
4,021
|
|
|
5,638
|
|
|
4,021
|
|
||||
Mutual Funds
|
|
|
|
|
|
|
|
|
||||||||
Beginning of period assets
|
|
4,239
|
|
|
3,012
|
|
|
3,722
|
|
|
2,784
|
|
||||
Inflows
|
|
215
|
|
|
218
|
|
|
774
|
|
|
466
|
|
||||
Outflows
|
|
(155
|
)
|
|
(73
|
)
|
|
(258
|
)
|
|
(183
|
)
|
||||
Net flows
|
|
60
|
|
|
145
|
|
|
516
|
|
|
283
|
|
||||
Market appreciation/(depreciation)
|
|
(16
|
)
|
|
133
|
|
|
45
|
|
|
223
|
|
||||
Net change
|
|
44
|
|
|
278
|
|
|
561
|
|
|
506
|
|
||||
End of period assets
|
|
4,283
|
|
|
3,290
|
|
|
4,283
|
|
|
3,290
|
|
||||
Total
|
|
|
|
|
|
|
|
|
||||||||
Beginning of period assets
|
|
21,722
|
|
|
18,998
|
|
|
20,250
|
|
|
18,861
|
|
||||
Inflows
|
|
558
|
|
|
892
|
|
|
2,428
|
|
|
1,620
|
|
||||
Outflows
|
|
(774
|
)
|
|
(815
|
)
|
|
(1,582
|
)
|
|
(1,832
|
)
|
||||
Net flows
|
|
(216
|
)
|
|
77
|
|
|
846
|
|
|
(212
|
)
|
||||
Acquisition related
|
|
1,583
|
|
|
—
|
|
|
1,583
|
|
|
—
|
|
||||
Market appreciation/(depreciation)
|
|
35
|
|
|
941
|
|
|
445
|
|
|
1,367
|
|
||||
Net change
|
|
1,402
|
|
|
1,018
|
|
|
2,874
|
|
|
1,155
|
|
||||
End of period assets
|
|
$
|
23,124
|
|
|
$
|
20,016
|
|
|
$
|
23,124
|
|
|
$
|
20,016
|
|
(1)
|
Due to an immaterial error relating to the aggregation of Private Wealth AUM, AUM was overstated, and AUA was understated, for certain prior periods. Adjustments to correct the immaterial error have been made in this report. Specifically, previously-reported AUM as of December 31, 2013, March 31, 2014 and June 30, 2014 were overstated by $70.0 million, $81.8 million and $86.0 million, respectively, and have been adjusted in the above schedule accordingly. The corrections to AUM represent a 2% adjustment to Private Wealth AUM and less than a 1% adjustment to Total AUM as previously reported as of each of such dates.
|
|
|
|
|
|
|
|
|
|
|
% Change
|
|
% Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months
Ended
|
||||||||||
|
|
Three Months
Ended
|
|
Six Months
Ended
|
|
June 30, 2015
|
|
June 30, 2015
|
||||||||||||||
|
|
June 30,
|
|
June 30,
|
|
vs.
|
|
vs.
|
||||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
June 30, 2014
|
|
June 30, 2014
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Advisory fees - asset based
|
|
$
|
27,458
|
|
|
$
|
22,095
|
|
|
$
|
51,387
|
|
|
$
|
42,484
|
|
|
24
|
%
|
|
21
|
%
|
Advisory fees - performance based
|
|
1,918
|
|
|
3,443
|
|
|
2,206
|
|
|
3,806
|
|
|
(44
|
)
|
|
(42
|
)
|
||||
Trust fees
|
|
7,921
|
|
|
5,151
|
|
|
13,071
|
|
|
10,179
|
|
|
54
|
|
|
28
|
|
||||
Other revenues
|
|
14
|
|
|
216
|
|
|
255
|
|
|
385
|
|
|
(94
|
)
|
|
(34
|
)
|
||||
Total revenues
|
|
37,311
|
|
|
30,905
|
|
|
66,919
|
|
|
56,854
|
|
|
21
|
|
|
18
|
|
||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Employee compensation and benefits
|
|
16,512
|
|
|
12,865
|
|
|
31,821
|
|
|
25,717
|
|
|
28
|
|
|
24
|
|
||||
Sales and marketing
|
|
496
|
|
|
375
|
|
|
891
|
|
|
662
|
|
|
32
|
|
|
35
|
|
||||
Westwood mutual funds
|
|
901
|
|
|
722
|
|
|
1,728
|
|
|
1,374
|
|
|
25
|
|
|
26
|
|
||||
Information technology
|
|
1,422
|
|
|
1,014
|
|
|
2,459
|
|
|
1,729
|
|
|
40
|
|
|
42
|
|
||||
Professional services
|
|
1,031
|
|
|
1,189
|
|
|
3,103
|
|
|
2,571
|
|
|
(13
|
)
|
|
21
|
|
||||
General and administrative
|
|
2,197
|
|
|
1,384
|
|
|
3,787
|
|
|
2,832
|
|
|
59
|
|
|
34
|
|
||||
Total expenses
|
|
22,559
|
|
|
17,549
|
|
|
43,789
|
|
|
34,885
|
|
|
29
|
|
|
26
|
|
||||
Income before income taxes
|
|
14,752
|
|
|
13,356
|
|
|
23,130
|
|
|
21,969
|
|
|
10
|
|
|
5
|
|
||||
Provision for income taxes
|
|
4,957
|
|
|
4,765
|
|
|
7,725
|
|
|
7,816
|
|
|
4
|
|
|
(1
|
)
|
||||
Net income
|
|
$
|
9,795
|
|
|
$
|
8,591
|
|
|
$
|
15,405
|
|
|
$
|
14,153
|
|
|
14
|
%
|
|
9
|
%
|
|
|
Three Months Ended
June 30,
|
|
%
Change
|
|||||||
|
|
2015
|
|
2014
|
|
||||||
Net Income
|
|
$
|
9,795
|
|
|
$
|
8,591
|
|
|
14
|
%
|
Add: Stock based compensation expense
|
|
4,017
|
|
|
2,989
|
|
|
34
|
|
||
Add: Intangible amortization
|
|
462
|
|
|
90
|
|
|
413
|
|
||
Add: Tax benefit from goodwill amortization
|
|
78
|
|
|
38
|
|
|
105
|
|
||
Economic Earnings
|
|
$
|
14,352
|
|
|
$
|
11,708
|
|
|
23
|
%
|
Diluted weighted average shares outstanding
|
|
7,961,406
|
|
|
7,679,032
|
|
|
|
|||
Economic Earnings per share
|
|
$
|
1.80
|
|
|
$
|
1.52
|
|
|
|
|
|
Six Months Ended
June 30,
|
|
%
Change
|
|||||||
|
|
2015
|
|
2014
|
|
||||||
Net Income
|
|
$
|
15,405
|
|
|
$
|
14,153
|
|
|
9
|
%
|
Add: Stock based compensation expense
|
|
7,695
|
|
|
6,468
|
|
|
19
|
|
||
Add: Intangible amortization
|
|
552
|
|
|
180
|
|
|
207
|
|
||
Add: Tax benefit from goodwill amortization
|
|
116
|
|
|
76
|
|
|
53
|
|
||
Economic Earnings
|
|
$
|
23,768
|
|
|
$
|
20,877
|
|
|
14
|
%
|
Diluted weighted average shares outstanding
|
|
7,976,790
|
|
|
7,774,410
|
|
|
|
|||
Economic Earnings per share
|
|
$
|
2.98
|
|
|
$
|
2.69
|
|
|
|
|
|
|
|
|
|
|
|
Contractual Obligations
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
4-5 years
|
|
After 5 years
|
||||||||||
Purchase obligations
(1)
|
|
$
|
9,504
|
|
|
$
|
1,204
|
|
|
$
|
3,831
|
|
|
$
|
3,831
|
|
|
$
|
638
|
|
(1)
|
A “purchase obligation” is defined as an agreement to purchase goods or services that is enforceable and legally binding on us and that specifies all significant terms, including (a) fixed or minimum quantities to be purchased; (b) fixed, minimum or variable price provisions; and (c) the approximate timing of the transaction. Our purchase obligations relate to obligations associated with implementing and operating a new information technology platform. The above purchase obligations exclude agreements that are cancelable without significant penalty.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Period
|
|
Total
number of
shares
purchased
|
|
Average
price paid
per share
|
|
Total number
of shares
purchased as
part of publicly
announced
plans or
programs
|
|
|
|
Maximum
number (or
approximate
dollar value)
of shares that
may yet be
purchased
under the
plans or
programs (1)
|
|||||
April 1 through June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|||||
Repurchase program
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
$
|
10,000,000
|
|
Canadian Share Plan
(2)
|
|
625
|
|
60.74
|
|
625
|
|
CDN
|
|
$
|
6,764,500
|
|
|||
Employee transactions
(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
(1)
|
On July 20, 2012, our board of directors authorized management to repurchase up to $10 million of our outstanding common stock on the open market or in privately negotiated transactions. The share repurchase program has no expiration date and may be discontinued at any time by the board of directors.
|
(2)
|
On April 18, 2013, our stockholders approved the Share Award Plan of Westwood Holdings Group, Inc. for Service Provided in Canada to its Subsidiaries (the “Canada Plan”), which contemplates a trustee purchasing up to $10 million CDN of our outstanding common stock on the open market for the purpose of making share awards to our Canadian employees. The Canada Plan has no expiration date and may be discontinued at any time by the board of directors.
|
(3)
|
Consists of shares of common stock tendered by an employee at the market close price on the date of vesting in order to satisfy the employee’s tax withholding obligations from vested restricted shares. We anticipate having additional shares tendered in subsequent periods for the same purpose.
|
ITEM 6.
|
EXHIBITS
|
10.1*+
|
|
Consulting Agreement, dated as of March 17, 2015, between Westwood Holdings Group, Inc. and Susan Byrne
|
|
|
|
31.1*
|
|
Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a)
|
|
|
|
31.2*
|
|
Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a)
|
|
|
|
32.1**
|
|
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
|
|
|
|
32.2**
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
+
|
Indicated management contract or compensation plan, contract or arrangement
|
Dated: July 29, 2015
|
WESTWOOD HOLDINGS GROUP, INC.
|
||
|
|
|
|
|
By:
|
|
/s/ Brian O. Casey
|
|
|
|
Brian O. Casey
|
|
|
|
President & Chief Executive Officer
|
|
|
|
|
|
By:
|
|
/s/ Tiffany B. Kice
|
|
|
|
Tiffany B. Kice
|
|
|
|
Chief Financial Officer and Treasurer
|
Consultant
|
Susan M. Byrne (“
Consultant
”) will act in a consulting role to promote the business interests of Westwood Holdings Group, Inc., a Delaware corporation (the “
Company
,” and together with Consultant, the “
Parties
”).
|
Vice Chairman of Board
|
Consultant will serve as Vice Chairman of the Board of Directors of the Company (the “
Board
”), subject to the provisions of
Annex B
.
|
Member of UCITS Board
|
Consultant will serve as a member of the board of directors of Westwood Investments Funds PLC (the “
UCITS Board
”), subject to the provisions of
Annex B
.
|
Term
|
Five years beginning on July 1, 2015 and ending on July 1, 2020. The term, as may be earlier terminated under these Terms, is referred to as the “
Engagement
.”
|
Consultant
|
An annual fee of $250,000 during the Engagement (the “
Consultant Fee
”).
|
Vice Chairman of Board
|
An annual fee and annual award of restricted stock (each award, a “
Board Stock Award
”) commensurate with annual fees and awards of restricted stock paid to other members of the Board during Consultant’s service on the Board.
|
Member of UCITS Board
|
An annual fee commensurate with annual fees paid to other members of the UCITS Board during Consultant’s service on the UCITS Board.
|
Benefits
|
Office space adjacent to the Company’s headquarters in Dallas, Texas;
|
Non-Competition
|
The Parties will be bound by the provisions set forth in
Annex A
.
|
Legal Provisions
|
The Parties will be bound by the provisions set forth in
Annex B
.
|
|
|
|
|
|
|
1.
|
I have reviewed this report on Form 10-Q of Westwood Holdings Group, Inc.;
|
2.
|
Based on my knowledge, this 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
/s/ Brian O. Casey
|
Brian O. Casey
|
President & Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-Q of Westwood Holdings Group, Inc.;
|
2.
|
Based on my knowledge, this 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
/s/ Tiffany B. Kice
|
Tiffany B. Kice
|
Chief Financial Officer and Treasurer
|
/s/ Brian O. Casey
|
Brian O. Casey
|
President & Chief Executive Officer
|
/s/ Tiffany B. Kice
|
Tiffany B. Kice
|
Chief Financial Officer and Treasurer
|