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ANNUAL 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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(I.R.S. Employer
Identification No.)
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200 Crescent Court, Suite 1200
Dallas, Texas 75201
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75201
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(Address of principal executive offices)
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(Zip Code)
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Title of each class:
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Name of each exchange on which registered:
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Common Stock, par value $0.01 per share
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New York Stock Exchange
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Large accelerated filer
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¨
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Accelerated filer
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ý
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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PAGE
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Item 1.
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Business.
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•
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the asymmetric return profile of balanced convertible bonds can provide superior risk-adjusted returns over medium- to long-term time horizons;
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•
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convertible securities markets are inefficient and opportunities exist to benefit from pricing anomalies;
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•
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a global focus provides more robust opportunities and a clearer picture of the broad convertibles universe; and
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•
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proprietary fundamental research is the best way to identify solid companies with attractive risk-adjusted return profiles.
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•
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generate growth from new and existing clients and consultant relationships;
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•
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attract and retain key employees;
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•
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grow assets in our existing investment strategies;
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•
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foster continued growth of the Westwood Trust platform;
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•
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expand distribution via mutual funds;
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•
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seek strategic corporate development opportunities;
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•
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pursue opportunities internationally through targeted sales and relationships with international distributors and institutional investors;
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•
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continue to strengthen our brand name; and
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•
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develop or acquire new investment strategies.
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•
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minimum capital maintenance requirements;
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•
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restrictions on dividends;
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•
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restrictions on investments of restricted capital;
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•
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lending and borrowing limitations;
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•
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prohibitions against engaging in certain activities;
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•
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periodic fiduciary and information technology examinations by the Texas Department of Banking Commissioner;
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•
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furnishing periodic financial statements to the Texas Department of Banking Commissioner;
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•
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fiduciary record keeping requirements; and
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•
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prior regulatory approval for certain corporate events (such as mergers, the sale or purchase of all or substantially all trust company assets and transactions transferring control of a trust company).
|
•
|
provide assistance to consumers of financial products and services;
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•
|
ensure that financial institutions and other regulated financial sector entities comply with applicable solvency and obligations imposed by law;
|
•
|
supervise activities connected with distribution of financial products and services;
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•
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supervise stock market and clearing house activities and monitor the securities market;
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•
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supervise derivatives markets, including derivatives exchanges and clearing houses and ensure that regulated entities and other derivatives market practitioners comply with obligations imposed by law; and
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•
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implement protection and compensation programs for consumers of financial products and services, and administer compensation funds set up by law.
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Item 1A.
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Risk Factors.
|
•
|
Market performance: Performance of the securities markets could be impacted by a number of factors beyond our control, including, among others, general economic downturns, political uncertainty or acts of terrorism. Negative performance within the securities markets or short-term volatility within the securities markets could result in investors withdrawing assets, decreasing their rates of investment or shifting assets to cash or other asset classes or strategies that we do not manage, all of which could reduce our revenues. In addition, during periods of slowing growth or declining revenues, profits and profit margins are adversely affected because certain expenses remain relatively fixed.
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•
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Investment performance: Because we compete with many asset management firms on the basis of our investment strategies, the maintenance and growth of assets under management is dependent, to a significant extent, on the investment performance of the assets that we manage. Poor performance tends to result in the loss or reduction of client accounts, which decreases revenues. Underperformance relative to peer groups for our various investment strategies could adversely affect our results of operations, especially if such underperformance continues for an extended period of time. The historical returns of our strategies and the ratings and rankings we, or the mutual funds that we advise, have received in the past should not be considered indicative of the future results of these strategies or of any other strategies that we may develop in the future. The investment performance we achieve for our customers varies over time and variances can be wide. In addition, certain of our investment strategies have capacity constraints, as there is a limit to the number of securities available for certain strategies to operate effectively. In those instances, we may choose to limit access to new or existing investors.
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•
|
Potential competitors have a relatively low cost of entering the investment management industry.
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•
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Many competitors have greater financial, technical, marketing and other resources, more comprehensive name recognition and more personnel than we do.
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•
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The recent trend toward consolidation in the investment management industry, and the securities business in general, has served to increase the size and strength of some of our competitors.
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•
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The enhanced ability for firms offering passive management to effectively compete with us.
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•
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Some competitors may invest in different investment styles or alternative asset classes that may be perceived as more attractive than our investment strategies.
|
•
|
Other industry participants, hedge funds and alternative asset managers may seek to recruit our investment professionals.
|
•
|
Some competitors charge lower fees for their investment management services than we do.
|
•
|
Some competitors may provide additional client services, including banking, financial planning and tax planning.
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Item 1B.
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Unresolved Staff Comments.
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Item 2.
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Properties.
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Item 3.
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Legal Proceedings.
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Item 4.
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Mine Safety Disclosures.
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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|
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2015
|
|
2014
|
||||||||||||
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High
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Low
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High
|
|
Low
|
||||||||
For the Quarter Ended:
|
|
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|
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||||||||
March 31
|
|
$
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63.59
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$
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58.67
|
|
|
$
|
62.91
|
|
|
$
|
53.62
|
|
June 30
|
|
64.07
|
|
|
55.90
|
|
|
63.40
|
|
|
54.41
|
|
||||
September 30
|
|
62.30
|
|
|
50.37
|
|
|
62.40
|
|
|
51.72
|
|
||||
December 31
|
|
61.10
|
|
|
51.76
|
|
|
67.84
|
|
|
55.74
|
|
|
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2015
|
|
2014
|
||||
First Quarter
|
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$
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0.50
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$
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0.44
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Second Quarter
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0.50
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0.44
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Third Quarter
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0.50
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0.44
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Fourth Quarter
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0.57
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0.50
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Plan Category
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Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)
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Weighted- average exercise price of outstanding options, warrants and rights (b)
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Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
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|
||||
Equity compensation plans approved by security holders
|
|
—
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$
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—
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773,000
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|
(1)
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Equity compensation plans not approved by security holders
|
|
—
|
|
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—
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|
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—
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|
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Total
|
|
—
|
|
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$
|
—
|
|
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773,000
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|
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Index
|
|
Period ended December 31,
|
|
Cumulative Five-Year Total Return
|
|||||||||||||||||||||||
2010
|
|
2011
|
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2012
|
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2013
|
|
2014
|
|
2015
|
|
||||||||||||||||
Westwood Holdings Group, Inc.
|
|
$
|
100.00
|
|
|
$
|
95.24
|
|
|
$
|
110.93
|
|
|
$
|
173.79
|
|
|
$
|
179.01
|
|
|
$
|
156.63
|
|
|
56.63
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%
|
Russell 2000 Index
|
|
100.00
|
|
|
95.82
|
|
|
111.49
|
|
|
154.78
|
|
|
162.35
|
|
|
155.18
|
|
|
55.18
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%
|
||||||
SNL Asset Manager Index
|
|
100.00
|
|
|
86.50
|
|
|
110.97
|
|
|
170.54
|
|
|
179.91
|
|
|
153.43
|
|
|
53.43
|
%
|
Item 6.
|
Selected Financial Data.
|
|
Year ended December 31,
(in thousands, except per share amounts) |
||||||||||||||||||
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2015
(1)
|
|
2014
(2)
|
|
2013
|
|
2012
(3)
|
|
2011
|
||||||||||
Consolidated Statements of Income Data:
|
|
|
|
|
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|
|
|
|
|
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|
|
|
|||||
Total revenues
|
$
|
130,936
|
|
|
$
|
113,241
|
|
|
$
|
91,825
|
|
|
$
|
77,495
|
|
|
$
|
68,909
|
|
Employee compensation and benefits
|
$
|
63,562
|
|
|
$
|
52,847
|
|
|
$
|
47,864
|
|
|
$
|
43,698
|
|
|
$
|
35,917
|
|
Employee compensation and benefits as a % of Total revenues
|
48.5
|
%
|
|
46.7
|
%
|
|
52.1
|
%
|
|
56.4
|
%
|
|
52.1
|
%
|
|||||
Income before income taxes
|
$
|
42,220
|
|
|
$
|
42,036
|
|
|
$
|
28,185
|
|
|
$
|
20,020
|
|
|
$
|
22,273
|
|
Income before income taxes as a % of Total revenues
|
32.2
|
%
|
|
37.1
|
%
|
|
30.7
|
%
|
|
25.8
|
%
|
|
32.3
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
27,105
|
|
|
$
|
27,249
|
|
|
$
|
17,837
|
|
|
$
|
12,086
|
|
|
$
|
14,155
|
|
Earnings per share – basic
|
$
|
3.49
|
|
|
$
|
3.63
|
|
|
$
|
2.43
|
|
|
$
|
1.69
|
|
|
$
|
2.03
|
|
Earnings per share – diluted
|
$
|
3.33
|
|
|
$
|
3.45
|
|
|
$
|
2.32
|
|
|
$
|
1.65
|
|
|
$
|
1.96
|
|
Cash dividends declared per common share
|
$
|
2.07
|
|
|
$
|
1.82
|
|
|
$
|
1.64
|
|
|
$
|
1.51
|
|
|
$
|
1.42
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Economic Earnings
(4)
|
$
|
46,496
|
|
|
$
|
41,445
|
|
|
$
|
30,027
|
|
|
$
|
23,233
|
|
|
$
|
25,647
|
|
Economic Earnings per common share
|
$
|
5.71
|
|
|
$
|
5.24
|
|
|
$
|
3.90
|
|
|
$
|
3.18
|
|
|
$
|
3.54
|
|
(1)
|
The financial results of Woodway are included in our 2015 results from the acquisition date of April 1, 2015. Our 2015 results also include a pre-tax $1.0 million non-cash charge related to acceleration of stock based compensation expense for a particular grant and $807,000 tax expense for uncertain tax positions related to prior years. These items negatively impacted diluted earnings per share by $0.08 and $0.10, respectively.
|
(2)
|
Our 2014 Income before income taxes as a percentage of Total revenues improved as increases in Total revenues outpaced increases in expenses.
|
(3)
|
Our 2012 financial results were negatively impacted by start-up costs related to Westwood International, which was established in the second quarter of 2012.
|
(4)
|
See the definition of Economic Earnings and the reconciliation to Net Income in “Supplemental Financial Information” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Supplemental Financial Information.”
|
|
|
As of December 31,
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Consolidated Balance Sheets Data (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and investments
|
|
$
|
95,060
|
|
|
$
|
97,751
|
|
|
$
|
75,418
|
|
|
$
|
63,723
|
|
|
$
|
60,132
|
|
Total assets
|
|
181,336
|
|
|
139,874
|
|
|
116,050
|
|
|
96,617
|
|
|
90,902
|
|
|||||
Stockholders’ equity
|
|
133,967
|
|
|
110,007
|
|
|
88,663
|
|
|
76,553
|
|
|
71,062
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets Under Management (in millions)
(1)
|
|
$
|
20,762
|
|
|
$
|
20,168
|
|
|
$
|
18,861
|
|
|
$
|
14,102
|
|
|
$
|
13,011
|
|
(1)
|
Due to an immaterial error relating to the aggregation of Private Wealth assets under management ("AUM"), AUM was overstated, and assets under advisement ("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, 2011, 2012, 2013 and 2014 were overstated by $68.0 million, $64.9 million, $70.0 million and $82.6 million, respectively, and have been adjusted in the above table 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.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
the composition and market value of our assets under management;
|
•
|
regulations adversely affecting the financial services industry;
|
•
|
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 effective information systems;
|
•
|
our ability to maintain effective cyber security;
|
•
|
our ability to maintain adequate insurance coverage;
|
•
|
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.
|
•
|
Assets under management as of December 31,
2015
were
$20.8 billion
, a
3%
increase
compared to December 31,
2014
; average assets under management for
2015
were
$21.5 billion
, a
9%
increase
compared to
2014
.
|
•
|
We launched three new mutual funds during 2015, bringing the mutual funds now offered to a total of 15.
|
•
|
We completed the acquisition of Woodway on April 1, 2015, bringing Private Wealth assets to 26% of our firm-wide assets under management.
|
•
|
Our U.S. Value Equity, Multi-Asset and Global Convertibles strategies posted strong performance for clients.
|
•
|
Total revenue was a record
$130.9 million
, a
16%
increase
over
2014
.
|
•
|
In October
2015
, the Board approved a
14%
increase in our quarterly dividend to
$0.57
per share, or an annual rate of
$2.28
, resulting in a dividend yield of
4.4%
using the year-end stock price of
$52.09
per share.
|
•
|
Our financial position remains strong with liquid cash and investments of
$95.1 million
as of December 31,
2015
.
|
|
|
As of December 31,
(in millions)
|
|
% Change
|
||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||
Institutional
|
|
$
|
11,752
|
|
|
$
|
12,471
|
|
|
$
|
12,139
|
|
|
(6
|
)%
|
|
3
|
%
|
Private Wealth
(1)
|
|
5,393
|
|
|
3,974
|
|
|
3,938
|
|
|
36
|
%
|
|
1
|
%
|
|||
Mutual Funds
|
|
3,617
|
|
|
3,723
|
|
|
2,784
|
|
|
(3
|
)%
|
|
34
|
%
|
|||
Total Assets Under Management
(2)
|
|
$
|
20,762
|
|
|
$
|
20,168
|
|
|
$
|
18,861
|
|
|
3
|
%
|
|
7
|
%
|
(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 and December 31, 2014 were overstated by $70.0 million and $82.6 million, respectively, and have been adjusted in the above table 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.
|
(2)
|
AUM for 2015, 2014, and 2013 excludes approximately $336.8 million, $670.3 million, and $214.7 million of assets under advisement, respectively, related to model portfolios, for which we currently provide consulting advice but for which we do not have direct discretionary investment authority. During the fourth quarter of 2015, approximately $330 million of assets related to our market neutral income strategy transitioned from AUA to AUM.
|
•
|
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 held in custody for clients where we believe such assets may 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. These funds are available to individual investors, as well as offered as part of our investment strategies for institutional and private wealth accounts.
|
|
|
Year Ended December 31, 2015
(1)
|
||||||||||||||
(in millions)
|
|
Institutional
|
|
Private
Wealth
(2)
|
|
Mutual
Funds
|
|
Total
|
||||||||
Beginning of period assets
|
|
$
|
12,471
|
|
|
$
|
3,974
|
|
|
$
|
3,723
|
|
|
$
|
20,168
|
|
Client flows:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Inflows/new accounts
(3)
|
|
2,456
|
|
|
806
|
|
|
1,541
|
|
|
4,803
|
|
||||
Outflows/closed accounts
|
|
(2,305
|
)
|
|
(815
|
)
|
|
(1,509
|
)
|
|
(4,629
|
)
|
||||
Net inflows (outflows)
|
|
151
|
|
|
(9
|
)
|
|
32
|
|
|
174
|
|
||||
Acquisition related
|
|
—
|
|
|
1,583
|
|
|
—
|
|
|
1,583
|
|
||||
Market depreciation
|
|
(870
|
)
|
|
(155
|
)
|
|
(138
|
)
|
|
(1,163
|
)
|
||||
Net change
|
|
(719
|
)
|
|
1,419
|
|
|
(106
|
)
|
|
594
|
|
||||
End of period assets
|
|
$
|
11,752
|
|
|
$
|
5,393
|
|
|
$
|
3,617
|
|
|
$
|
20,762
|
|
(1)
|
In the table above, we have revised the presentation of gross inflows and outflows for Institutional, Private Wealth and Mutual Fund AUM, as well as reclassified certain transactions for consistency. Prior periods have been revised to reflect the changes in Mutual Fund presentation; however, prior periods have not been revised for Institutional and Private Wealth presentation, as management believes these changes are not significant.
|
(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 December 31, 2014 were overstated by $82.6 million and has been adjusted in the above table 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.
|
(3)
|
Institutional inflows include approximately $330 million of assets related to our global convertibles strategy, which transitioned from AUA to AUM during the fourth quarter of 2015.
|
|
|
Year Ended December 31, 2014
(1) (2)
|
||||||||||||||
(in millions)
|
|
Institutional
|
|
Private
Wealth
|
|
Mutual
Funds
|
|
Total
|
||||||||
Beginning of period assets
|
|
$
|
12,139
|
|
|
$
|
3,938
|
|
|
$
|
2,784
|
|
|
$
|
18,861
|
|
Client flows:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Inflows/new accounts
|
|
2,062
|
|
|
355
|
|
|
1,392
|
|
|
3,809
|
|
||||
Outflows/closed accounts
|
|
(2,655
|
)
|
|
(412
|
)
|
|
(721
|
)
|
|
(3,788
|
)
|
||||
Net inflows (outflows)
|
|
(593
|
)
|
|
(57
|
)
|
|
671
|
|
|
21
|
|
||||
Market appreciation
|
|
925
|
|
|
93
|
|
|
268
|
|
|
1,286
|
|
||||
Net change
|
|
332
|
|
|
36
|
|
|
939
|
|
|
1,307
|
|
||||
End of period assets
|
|
$
|
12,471
|
|
|
$
|
3,974
|
|
|
$
|
3,723
|
|
|
$
|
20,168
|
|
(1)
|
In the table above, we have revised the presentation of gross inflows and outflows for Institutional, Private Wealth and Mutual Fund AUM, as well as reclassified certain transactions for consistency. Prior periods have been revised to reflect the changes in Mutual Fund presentation; however, prior periods have not been revised for Institutional and Private Wealth presentation, as management believes these changes are not significant.
|
(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 December 31, 2013 and December 31, 2014 were overstated by $70.0 million and $82.6 million, respectively, and have been adjusted in the above table 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.
|
|
|
Year Ended December 31, 2013
(1) (2)
|
||||||||||||||
(in millions)
|
|
Institutional
|
|
Private
Wealth
|
|
Mutual
Funds
|
|
Total
|
||||||||
Beginning of period assets
|
|
$
|
9,225
|
|
|
$
|
3,274
|
|
|
$
|
1,603
|
|
|
$
|
14,102
|
|
Client flows:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Inflows/new accounts
|
|
2,713
|
|
|
535
|
|
|
1,294
|
|
|
4,542
|
|
||||
Outflows/closed accounts
|
|
(2,094
|
)
|
|
(482
|
)
|
|
(493
|
)
|
|
(3,069
|
)
|
||||
Net inflows
|
|
619
|
|
|
53
|
|
|
801
|
|
|
1,473
|
|
||||
Market appreciation
|
|
2,295
|
|
|
611
|
|
|
380
|
|
|
3,286
|
|
||||
Net change
|
|
2,914
|
|
|
664
|
|
|
1,181
|
|
|
4,759
|
|
||||
End of period assets
|
|
$
|
12,139
|
|
|
$
|
3,938
|
|
|
$
|
2,784
|
|
|
$
|
18,861
|
|
(1)
|
In the table above, we have revised the presentation of gross inflows and outflows for Institutional, Private Wealth and Mutual Fund AUM, as well as reclassified certain transactions for consistency. Prior periods have been revised to reflect the changes in Mutual Fund presentation; however, prior periods have not been revised for Institutional and Private Wealth presentation, as management believes these changes are not significant.
|
(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 December 31, 2012 and December 31, 2013 were overstated by $64.9 million and $70.0 million, respectively, and have been adjusted in the above table 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.
|
|
|
Years ended December 31,
(in thousands)
|
|
% Change
|
||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Advisory fees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Asset-based
|
|
$
|
99,275
|
|
|
$
|
88,473
|
|
|
$
|
70,027
|
|
|
12
|
%
|
|
26
|
%
|
Performance-based
|
|
2,698
|
|
|
3,806
|
|
|
2,561
|
|
|
(29
|
)
|
|
49
|
|
|||
Trust fees
|
|
28,795
|
|
|
20,525
|
|
|
18,367
|
|
|
40
|
|
|
12
|
|
|||
Other revenues, net
|
|
168
|
|
|
437
|
|
|
870
|
|
|
(62
|
)
|
|
(50
|
)
|
|||
Total revenues
|
|
130,936
|
|
|
113,241
|
|
|
91,825
|
|
|
16
|
|
|
23
|
|
|||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Employee compensation and benefits
|
|
63,562
|
|
|
52,847
|
|
|
47,864
|
|
|
20
|
|
|
10
|
|
|||
Sales and marketing
|
|
1,839
|
|
|
1,673
|
|
|
1,252
|
|
|
10
|
|
|
34
|
|
|||
Westwood mutual funds
|
|
3,435
|
|
|
2,543
|
|
|
2,153
|
|
|
35
|
|
|
18
|
|
|||
Information technology
|
|
5,732
|
|
|
3,469
|
|
|
2,882
|
|
|
65
|
|
|
20
|
|
|||
Professional services
|
|
5,617
|
|
|
4,905
|
|
|
4,223
|
|
|
15
|
|
|
16
|
|
|||
General and administrative
|
|
8,531
|
|
|
5,768
|
|
|
5,266
|
|
|
48
|
|
|
10
|
|
|||
Total expenses
|
|
88,716
|
|
|
71,205
|
|
|
63,640
|
|
|
25
|
|
|
12
|
|
|||
Income before income taxes
|
|
42,220
|
|
|
42,036
|
|
|
28,185
|
|
|
—
|
|
|
49
|
|
|||
Provision for income taxes
|
|
15,115
|
|
|
14,787
|
|
|
10,348
|
|
|
2
|
|
|
43
|
|
|||
Net income
|
|
$
|
27,105
|
|
|
$
|
27,249
|
|
|
$
|
17,837
|
|
|
(1
|
)%
|
|
53
|
%
|
|
|
For the years ended December 31,
(in thousands, except share data) |
|
% Change
|
||||||||||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||||||||||||||
Net Income
|
|
$
|
27,105
|
|
|
$
|
27,249
|
|
|
$
|
17,837
|
|
|
$
|
12,086
|
|
|
$
|
14,155
|
|
|
(1
|
)%
|
|
53
|
%
|
|
48
|
%
|
|
(15
|
)%
|
Add: Restricted stock expense
|
|
17,574
|
|
|
13,685
|
|
|
11,679
|
|
|
10,521
|
|
|
10,805
|
|
|
28
|
|
|
17
|
|
|
11
|
|
|
(3
|
)
|
|||||
Add: Intangible amortization
|
|
1,546
|
|
|
359
|
|
|
359
|
|
|
472
|
|
|
498
|
|
|
331
|
|
|
—
|
|
|
(24
|
)
|
|
(5
|
)
|
|||||
Add: Tax benefit from goodwill amortization
|
|
271
|
|
|
152
|
|
|
152
|
|
|
154
|
|
|
189
|
|
|
78
|
|
|
—
|
|
|
(1
|
)
|
|
(19
|
)
|
|||||
Economic Earnings
|
|
$
|
46,496
|
|
|
$
|
41,445
|
|
|
$
|
30,027
|
|
|
$
|
23,233
|
|
|
$
|
25,647
|
|
|
12
|
%
|
|
38
|
%
|
|
29
|
%
|
|
(9
|
)%
|
Economic Earnings per Share
|
|
$
|
5.71
|
|
|
$
|
5.24
|
|
|
$
|
3.90
|
|
|
$
|
3.18
|
|
|
$
|
3.54
|
|
|
9
|
%
|
|
34
|
%
|
|
23
|
%
|
|
(10
|
)%
|
|
|
As of December 31,
(in thousands)
|
||||||
Balance Sheet Data
|
|
2015
|
|
2014
|
||||
Assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
22,740
|
|
|
$
|
18,131
|
|
Accounts receivable
|
|
19,618
|
|
|
14,540
|
|
||
Total liquid assets
|
|
42,358
|
|
|
32,671
|
|
||
Investments
|
|
$
|
72,320
|
|
|
$
|
79,620
|
|
|
|
For the years ended December 31,
(in thousands)
|
||||||||||
Cash Flow Data
|
|
2015
|
|
2014
|
|
2013
|
||||||
Operating cash flows
|
|
$
|
55,208
|
|
|
$
|
26,523
|
|
|
$
|
21,705
|
|
Investing cash flows
|
|
(25,084
|
)
|
|
(478
|
)
|
|
(1,201
|
)
|
|||
Financing cash flows
|
|
(22,139
|
)
|
|
(17,971
|
)
|
|
(13,301
|
)
|
Declaration Date
|
|
Record Date
|
|
Paid Date
|
|
Dividend per Share Declared
|
2015:
|
|
|
|
|
|
|
February 4, 2015
|
|
March 13, 2015
|
|
April 1, 2015
|
|
$0.50
|
April 29, 2015
|
|
June 12, 2015
|
|
July 1, 2015
|
|
$0.50
|
July 29, 2015
|
|
September 11, 2015
|
|
October 1, 2015
|
|
$0.50
|
October 28, 2015
|
|
December 15, 2015
|
|
January 4, 2016
|
|
$0.57
|
|
|
|
|
|
|
$2.07
|
Declaration Date
|
|
Record Date
|
|
Paid Date
|
|
Dividend per Share Declared
|
2014:
|
|
|
|
|
|
|
February 6, 2014
|
|
March 14, 2014
|
|
April 1, 2014
|
|
$0.44
|
April 17, 2014
|
|
June 13, 2014
|
|
July 1, 2014
|
|
$0.44
|
July 29, 2014
|
|
September 15, 2014
|
|
October 1, 2014
|
|
$0.44
|
October 23, 2014
|
|
December 15, 2014
|
|
January 2, 2015
|
|
$0.50
|
|
|
|
|
|
|
$1.82
|
|
|
Payments due in:
|
||||||||||||||||||
|
|
Total
|
|
Less than
1 year
|
|
1-3
years
|
|
4-5
years
|
|
After 5
years
|
||||||||||
Purchase obligations
(1)
|
|
$
|
9,298
|
|
|
$
|
1,636
|
|
|
$
|
3,831
|
|
|
$
|
3,831
|
|
|
$
|
—
|
|
Operating lease obligations
|
|
$
|
15,560
|
|
|
$
|
2,275
|
|
|
$
|
3,802
|
|
|
$
|
2,683
|
|
|
$
|
6,800
|
|
(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 new information technology platforms and outsourcing services. The above purchase obligations exclude agreements that are cancelable without significant penalty. The contractual obligations in the table above exclude contingent consideration of $9.0 million related to the Woodway acquisition.
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk.
|
Item 8.
|
Financial Statements and Supplementary Data
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
Item 9A.
|
Controls and Procedures.
|
By:
|
/s/ Brian O. Casey
|
|
|
Brian O. Casey, President & Chief Executive Officer
|
|
|
|
|
|
/s/ Tiffany B. Kice
|
|
|
Tiffany B. Kice, Chief Financial Officer
|
|
|
/s/ Deloitte & Touche LLP
|
|
Dallas, Texas
|
February 25, 2016
|
Item 9B.
|
Other Information.
|
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
Item 11.
|
Executive Compensation.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
Item 14.
|
Principal Accounting Fees and Services.
|
Item 15.
|
Exhibits, Financial Statement Schedules.
|
|
WESTWOOD HOLDINGS GROUP, INC.
|
|
|
|
|
|
By:
|
/s/ Brian O. Casey
|
|
|
Brian O. Casey
|
|
|
President, Chief Executive Officer and Director
|
Signatures
|
|
Title
|
|
|
|
/s/ Brian O. Casey
|
|
President, Chief Executive Officer and Director
|
Brian O. Casey
|
|
(Principal Executive Officer)
|
|
|
|
/s/ Tiffany B. Kice
|
|
Chief Financial Officer
|
Tiffany B. Kice
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
/s/ Richard M. Frank
|
|
Chairman of the Board of Directors
|
Richard M. Frank
|
|
|
|
|
|
/s/ Susan M. Byrne
|
|
Vice Chairman of the Board of Directors
|
Susan M. Byrne
|
|
|
|
|
|
/s/ Ellen H. Masterson
|
|
Director
|
Ellen H. Masterson
|
|
|
|
|
|
/s/ Robert D. McTeer
|
|
Director
|
Robert D. McTeer
|
|
|
|
|
|
/s/ Geoffrey R. Norman
|
|
Director
|
Geoffrey R. Norman
|
|
|
|
|
|
/s/ Martin J. Weiland
|
|
Director
|
Martin J. Weiland
|
|
|
|
|
|
/s/ Raymond E. Wooldridge
|
|
Director
|
Raymond E. Wooldridge
|
|
|
|
Page
|
|
/s/ Deloitte & Touche LLP
|
|
Dallas, Texas
|
February 25, 2016
|
|
/s/ Grant Thornton LLP
|
|
Dallas, Texas
|
February 25, 2016
|
|
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
|
|
|
||
Current Assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
22,740
|
|
|
$
|
18,131
|
|
Accounts receivable
|
|
19,618
|
|
|
14,540
|
|
||
Investments, at fair value
|
|
72,320
|
|
|
79,620
|
|
||
Deferred income taxes
|
|
—
|
|
|
4,060
|
|
||
Other current assets
|
|
2,926
|
|
|
2,413
|
|
||
Total current assets
|
|
117,604
|
|
|
118,764
|
|
||
Goodwill
|
|
27,144
|
|
|
11,255
|
|
||
Deferred income taxes
|
|
11,042
|
|
|
3,792
|
|
||
Intangible assets, net
|
|
23,354
|
|
|
3,430
|
|
||
Property and equipment, net of accumulated depreciation of $3,687 and $2,720
|
|
2,192
|
|
|
2,633
|
|
||
Total assets
|
|
$
|
181,336
|
|
|
$
|
139,874
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
Current Liabilities:
|
|
|
|
|
|
|
||
Accounts payable and accrued liabilities
|
|
$
|
3,549
|
|
|
$
|
2,334
|
|
Dividends payable
|
|
5,749
|
|
|
4,868
|
|
||
Compensation and benefits payable
|
|
20,264
|
|
|
18,504
|
|
||
Contingent consideration
|
|
9,023
|
|
|
—
|
|
||
Income taxes payable
|
|
6,268
|
|
|
1,498
|
|
||
Total current liabilities
|
|
44,853
|
|
|
27,204
|
|
||
Accrued dividends
|
|
1,699
|
|
|
1,450
|
|
||
Deferred rent
|
|
817
|
|
|
1,213
|
|
||
Total long-term liabilities
|
|
2,516
|
|
|
2,663
|
|
||
Total liabilities
|
|
47,369
|
|
|
29,867
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
|
||
Stockholders’ Equity:
|
|
|
|
|
|
|
||
Common stock, $0.01 par value, authorized 25,000,000 shares, issued 9,425,309 and outstanding 8,630,687 shares at December 31, 2015; issued 9,010,255 and outstanding 8,308,460 shares at December 31, 2014
|
|
94
|
|
|
90
|
|
||
Additional paid-in capital
|
|
143,797
|
|
|
119,859
|
|
||
Treasury stock, at cost – 794,622 shares at December 31, 2015; 701,795 shares at December 31, 2014
|
|
(34,910
|
)
|
|
(29,028
|
)
|
||
Accumulated other comprehensive loss
|
|
(4,688
|
)
|
|
(1,231
|
)
|
||
Retained earnings
|
|
29,674
|
|
|
20,317
|
|
||
Total stockholders’ equity
|
|
133,967
|
|
|
110,007
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
181,336
|
|
|
$
|
139,874
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|||
Advisory fees
|
|
|
|
|
|
|
|
|
|
|||
Asset-based
|
|
$
|
99,275
|
|
|
$
|
88,473
|
|
|
$
|
70,027
|
|
Performance-based
|
|
2,698
|
|
|
3,806
|
|
|
2,561
|
|
|||
Trust fees
|
|
28,795
|
|
|
20,525
|
|
|
18,367
|
|
|||
Other revenues, net
|
|
168
|
|
|
437
|
|
|
870
|
|
|||
Total revenues
|
|
130,936
|
|
|
113,241
|
|
|
91,825
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|
|||
Employee compensation and benefits
|
|
63,562
|
|
|
52,847
|
|
|
47,864
|
|
|||
Sales and marketing
|
|
1,839
|
|
|
1,673
|
|
|
1,252
|
|
|||
Westwood mutual funds
|
|
3,435
|
|
|
2,543
|
|
|
2,153
|
|
|||
Information technology
|
|
5,732
|
|
|
3,469
|
|
|
2,882
|
|
|||
Professional services
|
|
5,617
|
|
|
4,905
|
|
|
4,223
|
|
|||
General and administrative
|
|
8,531
|
|
|
5,768
|
|
|
5,266
|
|
|||
Total expenses
|
|
88,716
|
|
|
71,205
|
|
|
63,640
|
|
|||
Income before income taxes
|
|
42,220
|
|
|
42,036
|
|
|
28,185
|
|
|||
Provision for income taxes
|
|
15,115
|
|
|
14,787
|
|
|
10,348
|
|
|||
Net income
|
|
$
|
27,105
|
|
|
$
|
27,249
|
|
|
$
|
17,837
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustments
|
|
(3,457
|
)
|
|
(974
|
)
|
|
(287
|
)
|
|||
Other comprehensive loss
|
|
(3,457
|
)
|
|
(974
|
)
|
|
(287
|
)
|
|||
Total comprehensive income
|
|
$
|
23,648
|
|
|
$
|
26,275
|
|
|
$
|
17,550
|
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
$
|
3.49
|
|
|
$
|
3.63
|
|
|
$
|
2.43
|
|
Diluted
|
|
$
|
3.33
|
|
|
$
|
3.45
|
|
|
$
|
2.32
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
7,756,647
|
|
|
7,512,348
|
|
|
7,331,874
|
|
|||
Diluted
|
|
8,149,399
|
|
|
7,906,545
|
|
|
7,692,756
|
|
|
|
Westwood Holdings
Group, Inc.
Common Stock, Par
|
|
Additional
Paid-In
Capital
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings
|
|
Total
|
|||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
BALANCE, January 1, 2013
|
|
8,031,045
|
|
|
$
|
85
|
|
|
$
|
91,299
|
|
|
$
|
(18,502
|
)
|
|
$
|
30
|
|
|
$
|
3,641
|
|
|
$
|
76,553
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,837
|
|
|
17,837
|
|
||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(287
|
)
|
|
|
|
|
(287
|
)
|
||||||
Issuance of restricted stock, net of forfeitures
|
|
252,015
|
|
|
3
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||
Stock based compensation expense
|
|
|
|
|
|
|
|
11,679
|
|
|
|
|
|
|
|
|
|
|
|
11,679
|
|
||||||
Reclassification of compensation liability to be paid in shares
|
|
|
|
|
|
|
|
120
|
|
|
|
|
|
|
|
|
|
|
|
120
|
|
||||||
Tax benefit related to stock based compensation
|
|
|
|
|
|
|
|
758
|
|
|
|
|
|
|
|
|
|
|
|
758
|
|
||||||
Dividends declared ($1.64 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,330
|
)
|
|
(13,330
|
)
|
||||||
Stock options exercised
|
|
(20,251
|
)
|
|
|
|
|
|
|
|
(878
|
)
|
|
|
|
|
|
|
|
(878
|
)
|
||||||
Restricted stock returned for payment of taxes
|
|
(86,392
|
)
|
|
|
|
|
|
|
|
(3,789
|
)
|
|
|
|
|
|
|
|
(3,789
|
)
|
||||||
BALANCE, December 31, 2013
|
|
8,176,417
|
|
|
$
|
88
|
|
|
$
|
103,853
|
|
|
$
|
(23,169
|
)
|
|
$
|
(257
|
)
|
|
$
|
8,148
|
|
|
$
|
88,663
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,249
|
|
|
27,249
|
|
||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(974
|
)
|
|
|
|
|
(974
|
)
|
||||||
Issuance of restricted stock, net of forfeitures
|
|
231,642
|
|
|
2
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||
Stock based compensation expense
|
|
|
|
|
|
|
|
13,685
|
|
|
|
|
|
|
|
|
|
|
|
13,685
|
|
||||||
Reclassification of compensation liability to be paid in shares
|
|
|
|
|
|
|
|
170
|
|
|
|
|
|
|
|
|
|
|
|
170
|
|
||||||
Tax benefit related to stock based compensation
|
|
|
|
|
|
|
|
2,153
|
|
|
|
|
|
|
|
|
|
|
|
2,153
|
|
||||||
Dividends declared ($1.82 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,080
|
)
|
|
(15,080
|
)
|
||||||
Purchases of treasury stock
|
|
(11,476
|
)
|
|
|
|
|
|
|
|
(669
|
)
|
|
|
|
|
|
|
|
(669
|
)
|
||||||
Restricted stock returned for payment of taxes
|
|
(88,123
|
)
|
|
|
|
|
|
|
|
(5,190
|
)
|
|
|
|
|
|
|
|
(5,190
|
)
|
||||||
BALANCE, December 31, 2014
|
|
8,308,460
|
|
|
$
|
90
|
|
|
$
|
119,859
|
|
|
$
|
(29,028
|
)
|
|
$
|
(1,231
|
)
|
|
$
|
20,317
|
|
|
$
|
110,007
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,105
|
|
|
27,105
|
|
||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,457
|
)
|
|
|
|
|
(3,457
|
)
|
||||||
Issuance of common stock for acquisition
|
|
109,712
|
|
|
1
|
|
|
5,291
|
|
|
|
|
|
|
|
|
5,292
|
|
|||||||||
Issuance of restricted stock, net of forfeitures
|
|
305,342
|
|
|
3
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||
Stock based compensation expense
|
|
|
|
|
|
|
|
17,574
|
|
|
|
|
|
|
|
|
|
|
|
17,574
|
|
||||||
Reclassification of compensation liability to be paid in shares
|
|
|
|
|
|
|
|
338
|
|
|
|
|
|
|
|
|
|
|
|
338
|
|
||||||
Tax benefit related to stock based compensation
|
|
|
|
|
|
|
|
1,831
|
|
|
|
|
|
|
|
|
|
|
|
1,831
|
|
||||||
Dividends declared ($2.07 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(17,748
|
)
|
|
(17,748
|
)
|
||||||
Purchases of treasury stock
|
|
(21,818
|
)
|
|
|
|
|
|
|
|
(1,327
|
)
|
|
|
|
|
|
|
|
(1,327
|
)
|
||||||
Issuance of treasury stock under employee stock plans
|
|
20,375
|
|
|
|
|
(1,093
|
)
|
|
1,093
|
|
|
|
|
|
|
—
|
|
|||||||||
Restricted stock returned for payment of taxes
|
|
(91,384
|
)
|
|
|
|
|
|
|
|
(5,648
|
)
|
|
|
|
|
|
|
|
(5,648
|
)
|
||||||
BALANCE, December 31, 2015
|
|
8,630,687
|
|
|
$
|
94
|
|
|
$
|
143,797
|
|
|
$
|
(34,910
|
)
|
|
$
|
(4,688
|
)
|
|
$
|
29,674
|
|
|
$
|
133,967
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
27,105
|
|
|
$
|
27,249
|
|
|
$
|
17,837
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Depreciation
|
|
1,050
|
|
|
579
|
|
|
410
|
|
|||
Amortization of intangible assets
|
|
1,546
|
|
|
359
|
|
|
359
|
|
|||
Unrealized losses (gains) on trading investments
|
|
613
|
|
|
(75
|
)
|
|
325
|
|
|||
Stock based compensation expense
|
|
17,574
|
|
|
13,685
|
|
|
11,679
|
|
|||
Deferred income taxes
|
|
(3,285
|
)
|
|
(2,133
|
)
|
|
(937
|
)
|
|||
Excess tax benefits from stock based compensation
|
|
(1,455
|
)
|
|
(1,850
|
)
|
|
(696
|
)
|
|||
Net sales (purchases) of investments – trading securities
|
|
6,684
|
|
|
(14,991
|
)
|
|
(4,993
|
)
|
|||
Other
|
|
(58
|
)
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
|
(5,192
|
)
|
|
(369
|
)
|
|
(5,702
|
)
|
|||
Other current assets
|
|
(375
|
)
|
|
70
|
|
|
(887
|
)
|
|||
Accounts payable and accrued liabilities
|
|
1,174
|
|
|
353
|
|
|
450
|
|
|||
Compensation and benefits payable
|
|
2,912
|
|
|
1,307
|
|
|
3,598
|
|
|||
Income taxes payable
|
|
6,890
|
|
|
2,406
|
|
|
160
|
|
|||
Other liabilities
|
|
25
|
|
|
(67
|
)
|
|
102
|
|
|||
Net cash provided by operating activities
|
|
55,208
|
|
|
26,523
|
|
|
21,705
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|||
Acquisition of Woodway, net of cash acquired
|
|
(24,133
|
)
|
|
—
|
|
|
—
|
|
|||
Purchases of property, equipment and other
|
|
(951
|
)
|
|
(478
|
)
|
|
(1,201
|
)
|
|||
Net cash used in investing activities
|
|
(25,084
|
)
|
|
(478
|
)
|
|
(1,201
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|||
Purchases of treasury stock
|
|
(1,327
|
)
|
|
(669
|
)
|
|
(878
|
)
|
|||
Restricted stock returned for payment of taxes
|
|
(5,648
|
)
|
|
(5,190
|
)
|
|
(3,789
|
)
|
|||
Excess tax benefits from stock based compensation
|
|
1,455
|
|
|
1,850
|
|
|
696
|
|
|||
Cash dividends paid
|
|
(16,619
|
)
|
|
(13,962
|
)
|
|
(9,330
|
)
|
|||
Net cash used in financing activities
|
|
(22,139
|
)
|
|
(17,971
|
)
|
|
(13,301
|
)
|
|||
|
|
|
|
|
|
|
||||||
Effect of currency rate changes on cash
|
|
(3,376
|
)
|
|
(807
|
)
|
|
(156
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
|
4,609
|
|
|
7,267
|
|
|
7,047
|
|
|||
Cash and cash equivalents, beginning of year
|
|
18,131
|
|
|
10,864
|
|
|
3,817
|
|
|||
Cash and cash equivalents, end of year
|
|
$
|
22,740
|
|
|
$
|
18,131
|
|
|
$
|
10,864
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
|
|||
Cash paid during the year for income taxes
|
|
$
|
11,639
|
|
|
$
|
14,418
|
|
|
$
|
11,031
|
|
Common stock issued for acquisition
|
|
$
|
5,292
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-cash accrued contingent consideration
|
|
$
|
9,023
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued dividends
|
|
$
|
7,448
|
|
|
$
|
6,318
|
|
|
$
|
5,201
|
|
|
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government and Government agency obligations
|
|
$
|
50,972
|
|
|
$
|
15
|
|
|
$
|
(15
|
)
|
|
$
|
50,972
|
|
Money market funds
|
|
9,179
|
|
|
—
|
|
|
—
|
|
|
9,179
|
|
||||
Equity funds
|
|
12,653
|
|
|
—
|
|
|
(484
|
)
|
|
12,169
|
|
||||
Marketable securities
|
|
$
|
72,804
|
|
|
$
|
15
|
|
|
$
|
(499
|
)
|
|
$
|
72,320
|
|
|
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
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
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Realized gains
|
|
$
|
283
|
|
|
$
|
156
|
|
|
$
|
629
|
|
Realized losses
|
|
(43
|
)
|
|
(50
|
)
|
|
(4
|
)
|
|||
Net realized gains
|
|
$
|
240
|
|
|
$
|
106
|
|
|
$
|
625
|
|
Income tax expense from gains
|
|
$
|
84
|
|
|
$
|
37
|
|
|
$
|
225
|
|
Interest income – trading
|
|
$
|
143
|
|
|
$
|
51
|
|
|
$
|
28
|
|
Dividend income
|
|
$
|
284
|
|
|
$
|
212
|
|
|
$
|
541
|
|
Unrealized gains/(losses)
|
|
$
|
(613
|
)
|
|
$
|
75
|
|
|
$
|
(325
|
)
|
•
|
Level 1 – quoted market prices in active markets for identical assets and liabilities,
|
•
|
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 December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investments in trading securities
|
|
$
|
69,260
|
|
|
$
|
3,060
|
|
|
$
|
—
|
|
|
$
|
72,320
|
|
Contingent consideration
|
|
—
|
|
|
—
|
|
|
(9,023
|
)
|
|
(9,023
|
)
|
||||
|
|
$
|
69,260
|
|
|
$
|
3,060
|
|
|
$
|
(9,023
|
)
|
|
$
|
63,297
|
|
As of December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investments in trading securities
|
|
$
|
77,327
|
|
|
$
|
2,293
|
|
|
$
|
—
|
|
|
$
|
79,620
|
|
|
|
$
|
77,327
|
|
|
$
|
2,293
|
|
|
$
|
—
|
|
|
$
|
79,620
|
|
Valuation Technique
|
Unobservable Input
|
Range
|
Weighted Average Rate
|
Discounted Cash Flow
|
Discount rate
|
6.0 %
|
6.0%
|
|
AUM growth rate
|
(7.5)% to 8.1%
|
0.9 %
|
|
Contingent Consideration
|
||
Beginning balance, December 31, 2014
|
$
|
—
|
|
Acquisition of Woodway
|
9,102
|
|
|
Change in carrying value
|
(79
|
)
|
|
Cash payments
|
—
|
|
|
Equity payments
|
—
|
|
|
Ending balance, December 31, 2015
|
$
|
9,023
|
|
Cash and cash equivalents
|
|
$
|
1,205
|
|
Accounts receivable
|
|
936
|
|
|
Other current assets
|
|
253
|
|
|
Goodwill
(i)
|
|
15,889
|
|
|
Identifiable intangibles
(ii)
|
|
21,334
|
|
|
Property and equipment
|
|
197
|
|
|
Accounts payable and accrued liabilities
|
|
(61
|
)
|
|
Income tax payable
|
|
(20
|
)
|
|
Purchase price
|
|
$
|
39,733
|
|
(i)
|
The excess of the 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 the following (in thousands, except useful lives):
|
Intangible Asset
|
|
Fair Value
|
|
Estimated Useful Lives
|
||
Client relationships
|
|
$
|
20,391
|
|
|
15 years
|
Non-compete agreements
|
|
257
|
|
|
3 years
|
|
Trade name
|
|
686
|
|
|
5 years
|
|
|
As of December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Beginning balance
|
|
$
|
11,255
|
|
|
$
|
11,255
|
|
Acquisition of Woodway
(1)
|
|
15,889
|
|
|
—
|
|
||
Ending balance
|
|
$
|
27,144
|
|
|
$
|
11,255
|
|
|
|
Weighted Average
Amortization
Period (years)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|||
Client relationships
|
|
14.8
|
|
$
|
25,396
|
|
|
$
|
(2,954
|
)
|
|
$
|
22,442
|
|
Trade names
|
|
4.2
|
|
942
|
|
|
(358
|
)
|
|
584
|
|
|||
Non-compete agreements
|
|
2.9
|
|
283
|
|
|
(91
|
)
|
|
192
|
|
|||
Internally developed software
|
|
7.0
|
|
136
|
|
|
—
|
|
|
136
|
|
|||
|
|
|
|
$
|
26,757
|
|
|
$
|
(3,403
|
)
|
|
$
|
23,354
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|||
Client relationships
|
|
14.2
|
|
$
|
5,005
|
|
|
$
|
(1,575
|
)
|
|
$
|
3,430
|
|
Trade names
|
|
2.0
|
|
256
|
|
|
(256
|
)
|
|
—
|
|
|||
Non-compete agreements
|
|
2.3
|
|
26
|
|
|
(26
|
)
|
|
—
|
|
|||
|
|
|
|
$
|
5,287
|
|
|
$
|
(1,857
|
)
|
|
$
|
3,430
|
|
|
|
As of December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Leasehold improvements
|
|
$
|
1,728
|
|
|
$
|
2,274
|
|
Furniture and fixtures
|
|
1,804
|
|
|
1,516
|
|
||
Computer hardware and office equipment
|
|
2,116
|
|
|
1,563
|
|
||
Construction in progress
|
|
231
|
|
|
—
|
|
||
Accumulated depreciation
|
|
(3,687
|
)
|
|
(2,720
|
)
|
||
Net property and equipment
|
|
$
|
2,192
|
|
|
$
|
2,633
|
|
|
|
As of December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Foreign currency translation adjustment, net of tax of $102 and $127
|
|
$
|
(4,688
|
)
|
|
$
|
(1,231
|
)
|
Accumulated other comprehensive loss
|
|
$
|
(4,688
|
)
|
|
$
|
(1,231
|
)
|
|
|
Years ended December 31,
|
|||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
Income tax provision computed at US federal statutory rate
|
|
$
|
14,777
|
|
|
35.0
|
%
|
|
$
|
14,712
|
|
|
35.0
|
%
|
|
$
|
9,864
|
|
|
35.0
|
%
|
Canadian rate differential
|
|
(1,287
|
)
|
|
(3.0
|
)
|
|
(520
|
)
|
|
(1.2
|
)
|
|
222
|
|
|
0.7
|
|
|||
Change in uncertain tax positions, net of federal benefit
|
|
1,059
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
State and local income taxes, net of federal benefit
|
|
465
|
|
|
1.1
|
|
|
442
|
|
|
1.1
|
|
|
386
|
|
|
1.4
|
|
|||
Other, net
|
|
101
|
|
|
0.2
|
|
|
153
|
|
|
0.3
|
|
|
(124
|
)
|
|
(0.4
|
)
|
|||
Total income tax expense
|
|
$
|
15,115
|
|
|
35.8
|
%
|
|
$
|
14,787
|
|
|
35.2
|
%
|
|
$
|
10,348
|
|
|
36.7
|
%
|
Effective income tax rate
|
|
35.8
|
%
|
|
|
|
|
35.2
|
%
|
|
|
|
|
36.7
|
%
|
|
|
|
|
|
Years ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current taxes:
|
|
|
|
|
|
|
|
|
|
|||
US Federal
|
|
$
|
12,015
|
|
|
$
|
16,230
|
|
|
$
|
10,683
|
|
State and local
|
|
2,564
|
|
|
690
|
|
|
602
|
|
|||
Foreign
|
|
3,821
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
18,400
|
|
|
16,920
|
|
|
11,285
|
|
|||
Deferred taxes:
|
|
|
|
|
|
|
|
|
|
|||
US Federal
|
|
(3,331
|
)
|
|
(3,590
|
)
|
|
(240
|
)
|
|||
State and local
|
|
(156
|
)
|
|
(40
|
)
|
|
(5
|
)
|
|||
Foreign
|
|
202
|
|
|
1,497
|
|
|
(692
|
)
|
|||
Total
|
|
(3,285
|
)
|
|
(2,133
|
)
|
|
(937
|
)
|
|||
Total income tax expense
|
|
$
|
15,115
|
|
|
$
|
14,787
|
|
|
$
|
10,348
|
|
|
|
As of December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
|
|
|
||
Share-based compensation expense
|
|
$
|
6,258
|
|
|
$
|
5,210
|
|
Net operating loss
|
|
—
|
|
|
166
|
|
||
Deferred rent
|
|
51
|
|
|
186
|
|
||
Compensation and benefits payable
|
|
5,222
|
|
|
3,280
|
|
||
Federal unrecognized tax benefit
|
|
607
|
|
|
—
|
|
||
Other
|
|
166
|
|
|
112
|
|
||
Total deferred tax assets
|
|
12,304
|
|
|
8,954
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
|
||
Property and equipment
|
|
(233
|
)
|
|
(334
|
)
|
||
Intangibles
|
|
(959
|
)
|
|
(645
|
)
|
||
Unrealized gains on investments
|
|
(70
|
)
|
|
(123
|
)
|
||
Total deferred tax liabilities
|
|
(1,262
|
)
|
|
(1,102
|
)
|
||
Net deferred tax assets
|
|
$
|
11,042
|
|
|
$
|
7,852
|
|
|
|
As of December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Net current deferred tax assets
(1)
|
|
$
|
—
|
|
|
$
|
6,268
|
|
Net current deferred tax liabilities
(1)
|
|
—
|
|
|
(2,208
|
)
|
||
Total net current deferred tax assets
(1)
|
|
—
|
|
|
4,060
|
|
||
Net non-current deferred tax assets
|
|
12,304
|
|
|
4,782
|
|
||
Net non-current deferred tax liabilities
|
|
(1,262
|
)
|
|
(990
|
)
|
||
Net non-current deferred tax assets reflected on the balance sheets
|
|
11,042
|
|
|
3,792
|
|
||
Total net deferred tax assets
|
|
$
|
11,042
|
|
|
$
|
7,852
|
|
Balance at January 1, 2015
|
|
$
|
—
|
|
Additions for tax positions related to the current year
|
|
492
|
|
|
Additions for tax positions related to prior years
|
|
1,137
|
|
|
Balance at December 31, 2015
|
|
$
|
1,629
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Service condition restricted stock expense
|
|
$
|
9,439
|
|
|
$
|
7,580
|
|
|
$
|
7,602
|
|
Performance-based restricted stock expense
|
|
7,403
|
|
|
5,718
|
|
|
3,842
|
|
|||
Restricted stock expense under the Plan
|
|
16,842
|
|
|
13,298
|
|
|
11,444
|
|
|||
Canadian Plan restricted stock expense
|
|
732
|
|
|
387
|
|
|
235
|
|
|||
Total stock based compensation expense
|
|
$
|
17,574
|
|
|
$
|
13,685
|
|
|
$
|
11,679
|
|
Total income tax benefit recognized related to stock-based compensation
|
|
$
|
6,217
|
|
|
$
|
5,764
|
|
|
$
|
4,384
|
|
Restricted shares subject only to a service condition:
|
|
Number of Shares
|
|
Weighted Average
Grant Date Fair
Value
|
|||
Non-vested, January 1, 2015
|
|
496,457
|
|
|
$
|
48.14
|
|
Granted
|
|
309,932
|
|
|
61.42
|
|
|
Vested
|
|
(186,330
|
)
|
|
41.85
|
|
|
Forfeited
|
|
(39,590
|
)
|
|
55.38
|
|
|
Non-vested, December 31, 2015
|
|
580,469
|
|
|
$
|
56.76
|
|
|
|
Years ended December 31,
|
||||||||||
Restricted shares subject only to a service condition:
|
|
2015
|
|
2014
|
|
2013
|
||||||
Weighted-average grant date fair value
|
|
$
|
61.42
|
|
|
$
|
58.70
|
|
|
$
|
43.68
|
|
Fair value of shares vested (in thousands)
|
|
$
|
7,797
|
|
|
$
|
7,236
|
|
|
$
|
7,568
|
|
Restricted shares subject to service and performance conditions:
|
|
Number of 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, December 31, 2015
|
|
101,313
|
|
|
$
|
61.29
|
|
|
|
Years ended December 31,
|
||||||||||
Restricted shares subject to service and performance conditions:
|
|
2015
|
|
2014
|
|
2013
|
||||||
Weighted-average grant date fair value
|
|
$
|
61.29
|
|
|
$
|
58.59
|
|
|
$
|
44.55
|
|
Fair value of shares vested (in thousands)
|
|
$
|
5,936
|
|
|
$
|
4,143
|
|
|
$
|
2,948
|
|
|
|
Years ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Profit-sharing contributions
|
|
$
|
965
|
|
|
$
|
816
|
|
|
$
|
674
|
|
401(k) matching contributions
|
|
1,319
|
|
|
928
|
|
|
871
|
|
|
|
Years ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
|
$
|
27,105
|
|
|
$
|
27,249
|
|
|
$
|
17,837
|
|
Weighted average shares outstanding – basic
|
|
7,756,647
|
|
|
7,512,348
|
|
|
7,331,874
|
|
|||
Dilutive potential shares from unvested restricted shares
|
|
350,755
|
|
|
394,197
|
|
|
360,882
|
|
|||
Dilutive potential shares from contingent consideration
|
|
41,997
|
|
|
—
|
|
|
—
|
|
|||
Weighted average shares outstanding – diluted
|
|
8,149,399
|
|
|
7,906,545
|
|
|
7,692,756
|
|
|||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
$
|
3.49
|
|
|
$
|
3.63
|
|
|
$
|
2.43
|
|
Diluted
|
|
$
|
3.33
|
|
|
$
|
3.45
|
|
|
$
|
2.32
|
|
|
|
As of December 31, 2015
|
||||||||||
|
|
Assets
Under
Management
|
|
Corporate
Investment
|
|
Amount at Risk
|
||||||
VIEs:
|
|
|
|
|
|
|
||||||
Westwood Funds®
|
|
$
|
3,617
|
|
|
$
|
6
|
|
|
$
|
6
|
|
Common Trust Funds
|
|
2,885
|
|
|
3
|
|
|
3
|
|
|||
Collective Investment Trusts
|
|
284
|
|
|
—
|
|
|
—
|
|
|||
LLCs
|
|
133
|
|
|
—
|
|
|
—
|
|
|||
UCITS Fund
|
|
615
|
|
|
2
|
|
|
2
|
|
|||
All other assets:
|
|
|
|
|
|
|
||||||
Private Wealth
|
|
2,375
|
|
|
|
|
|
|||||
Institutional
|
|
10,853
|
|
|
|
|
|
|||||
Total AUM
|
|
$
|
20,762
|
|
|
|
|
|
Year ending:
|
|
|
|
2016
|
$
|
2,275
|
|
2017
|
1,989
|
|
|
2018
|
1,812
|
|
|
2019
|
1,373
|
|
|
2020
|
1,310
|
|
|
Thereafter
|
6,800
|
|
|
Total payments due
|
$
|
15,559
|
|
(in thousands)
|
|
Advisory
|
|
Trust
|
|
Westwood
Holdings
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net fee revenues from external sources
|
|
$
|
101,973
|
|
|
$
|
28,795
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
130,768
|
|
Net intersegment revenues
|
|
19,001
|
|
|
—
|
|
|
—
|
|
|
(19,001
|
)
|
|
—
|
|
|||||
Net interest and dividend revenue
|
|
425
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
426
|
|
|||||
Other revenue
|
|
(341
|
)
|
|
83
|
|
|
—
|
|
|
—
|
|
|
(258
|
)
|
|||||
Total revenues
|
|
121,058
|
|
|
28,879
|
|
|
—
|
|
|
(19,001
|
)
|
|
130,936
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
|
773
|
|
|
1,724
|
|
|
99
|
|
|
—
|
|
|
2,596
|
|
|||||
Other operating expenses
|
|
63,658
|
|
|
25,882
|
|
|
15,581
|
|
|
(19,001
|
)
|
|
86,120
|
|
|||||
Total expenses
|
|
64,431
|
|
|
27,606
|
|
|
15,680
|
|
|
(19,001
|
)
|
|
88,716
|
|
|||||
Income (loss) before income taxes
|
|
56,627
|
|
|
1,273
|
|
|
(15,680
|
)
|
|
—
|
|
|
42,220
|
|
|||||
Income tax expense (benefit)
|
|
19,330
|
|
|
517
|
|
|
(4,732
|
)
|
|
—
|
|
|
15,115
|
|
|||||
Net income
|
|
$
|
37,297
|
|
|
$
|
756
|
|
|
$
|
(10,948
|
)
|
|
$
|
—
|
|
|
$
|
27,105
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Restricted stock expense
|
|
$
|
11,877
|
|
|
$
|
2,613
|
|
|
$
|
3,084
|
|
|
$
|
—
|
|
|
$
|
17,574
|
|
Intangible amortization
|
|
161
|
|
|
1,385
|
|
|
—
|
|
|
—
|
|
|
1,546
|
|
|||||
Deferred taxes on goodwill
|
|
38
|
|
|
233
|
|
|
|
|
|
—
|
|
|
271
|
|
|||||
Economic Earnings
|
|
$
|
49,373
|
|
|
$
|
4,987
|
|
|
$
|
(7,864
|
)
|
|
$
|
—
|
|
|
$
|
46,496
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment assets
|
|
$
|
183,004
|
|
|
$
|
60,459
|
|
|
$
|
8,816
|
|
|
$
|
(70,943
|
)
|
|
$
|
181,336
|
|
Segment goodwill
|
|
$
|
5,219
|
|
|
$
|
21,925
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27,144
|
|
Expenditures for long-lived assets
|
|
$
|
369
|
|
|
$
|
180
|
|
|
$
|
267
|
|
|
|
|
|
$
|
815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net fee revenues from external sources
|
|
$
|
92,279
|
|
|
$
|
20,525
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
112,804
|
|
Net intersegment revenues
|
|
13,527
|
|
|
—
|
|
|
—
|
|
|
(13,527
|
)
|
|
—
|
|
|||||
Net interest and dividend revenue
|
|
261
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
263
|
|
|||||
Other revenue
|
|
173
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
174
|
|
|||||
Total revenues
|
|
106,240
|
|
|
20,528
|
|
|
—
|
|
|
(13,527
|
)
|
|
113,241
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
|
603
|
|
|
302
|
|
|
33
|
|
|
—
|
|
|
938
|
|
|||||
Other operating expenses
|
|
51,265
|
|
|
19,867
|
|
|
12,662
|
|
|
(13,527
|
)
|
|
70,267
|
|
|||||
Total expenses
|
|
51,868
|
|
|
20,169
|
|
|
12,695
|
|
|
(13,527
|
)
|
|
71,205
|
|
|||||
Income (loss) before income taxes
|
|
54,372
|
|
|
359
|
|
|
(12,695
|
)
|
|
—
|
|
|
42,036
|
|
|||||
Income tax expense (benefit)
|
|
19,057
|
|
|
132
|
|
|
(4,402
|
)
|
|
—
|
|
|
14,787
|
|
|||||
Net income
|
|
$
|
35,315
|
|
|
$
|
227
|
|
|
$
|
(8,293
|
)
|
|
$
|
—
|
|
|
$
|
27,249
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Restricted stock expense
|
|
$
|
9,074
|
|
|
$
|
1,847
|
|
|
$
|
2,764
|
|
|
$
|
—
|
|
|
$
|
13,685
|
|
Intangible amortization
|
|
161
|
|
|
198
|
|
|
—
|
|
|
—
|
|
|
359
|
|
|||||
Deferred taxes on goodwill
|
|
38
|
|
|
114
|
|
|
—
|
|
|
—
|
|
|
152
|
|
|||||
Economic Earnings
|
|
$
|
44,588
|
|
|
$
|
2,386
|
|
|
$
|
(5,529
|
)
|
|
$
|
—
|
|
|
$
|
41,445
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment assets
|
|
$
|
144,385
|
|
|
$
|
18,133
|
|
|
$
|
10,435
|
|
|
$
|
(33,079
|
)
|
|
$
|
139,874
|
|
Segment goodwill
|
|
$
|
5,219
|
|
|
$
|
6,036
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,255
|
|
Expenditures for long-lived assets
|
|
$
|
226
|
|
|
$
|
29
|
|
|
$
|
223
|
|
|
$
|
—
|
|
|
$
|
478
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net fee revenues from external sources
|
|
$
|
72,588
|
|
|
$
|
18,367
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
90,955
|
|
Net intersegment revenues
|
|
10,402
|
|
|
14
|
|
|
—
|
|
|
(10,416
|
)
|
|
—
|
|
|||||
Net interest and dividend revenue
|
|
568
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
569
|
|
|||||
Other revenue
|
|
301
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
301
|
|
|||||
Total revenues
|
|
83,859
|
|
|
18,382
|
|
|
—
|
|
|
(10,416
|
)
|
|
91,825
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
|
468
|
|
|
301
|
|
|
—
|
|
|
—
|
|
|
769
|
|
|||||
Other operating expenses
|
|
46,545
|
|
|
16,943
|
|
|
9,799
|
|
|
(10,416
|
)
|
|
62,871
|
|
|||||
Total expenses
|
|
47,013
|
|
|
17,244
|
|
|
9,799
|
|
|
(10,416
|
)
|
|
63,640
|
|
|||||
Income (loss) before income taxes
|
|
36,846
|
|
|
1,138
|
|
|
(9,799
|
)
|
|
—
|
|
|
28,185
|
|
|||||
Income tax expense (benefit)
|
|
13,738
|
|
|
408
|
|
|
(3,798
|
)
|
|
—
|
|
|
10,348
|
|
|||||
Net income
|
|
$
|
23,108
|
|
|
$
|
730
|
|
|
$
|
(6,001
|
)
|
|
$
|
—
|
|
|
$
|
17,837
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Restricted stock expense
|
|
$
|
7,586
|
|
|
$
|
1,803
|
|
|
$
|
2,290
|
|
|
$
|
—
|
|
|
$
|
11,679
|
|
Intangible amortization
|
|
161
|
|
|
198
|
|
|
—
|
|
|
—
|
|
|
359
|
|
|||||
Deferred taxes on goodwill
|
|
38
|
|
|
114
|
|
|
—
|
|
|
—
|
|
|
152
|
|
|||||
Economic Earnings
|
|
$
|
30,893
|
|
|
$
|
2,845
|
|
|
$
|
(3,711
|
)
|
|
$
|
—
|
|
|
$
|
30,027
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment assets
|
|
$
|
114,871
|
|
|
$
|
14,190
|
|
|
$
|
6,354
|
|
|
$
|
(19,365
|
)
|
|
$
|
116,050
|
|
Segment goodwill
|
|
$
|
5,219
|
|
|
$
|
6,036
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,255
|
|
Expenditures for long-lived assets
|
|
$
|
962
|
|
|
$
|
239
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,201
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net Income
|
|
$
|
27,105
|
|
|
$
|
27,249
|
|
|
$
|
17,837
|
|
Add: Restricted stock expense
|
|
17,574
|
|
|
13,685
|
|
|
11,679
|
|
|||
Add: Intangible amortization
|
|
1,546
|
|
|
359
|
|
|
359
|
|
|||
Add: Tax benefit from goodwill amortization
|
|
271
|
|
|
152
|
|
|
152
|
|
|||
Economic Earnings
|
|
$
|
46,496
|
|
|
$
|
41,445
|
|
|
$
|
30,027
|
|
|
|
Years ended December 31,
|
||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues by geographic location of client:
|
|
|
|
|
|
|
|
|
|
|||
U.S.
|
|
$
|
109,816
|
|
|
$
|
94,955
|
|
|
$
|
83,622
|
|
Canada
|
|
9,238
|
|
|
8,635
|
|
|
5,567
|
|
|||
Europe
|
|
6,019
|
|
|
8,146
|
|
|
1,843
|
|
|||
Asia
|
|
4,538
|
|
|
21
|
|
|
—
|
|
|||
Australia
|
|
1,325
|
|
|
1,484
|
|
|
793
|
|
|||
Total
|
|
$
|
130,936
|
|
|
$
|
113,241
|
|
|
$
|
91,825
|
|
|
|
As of
December 31,
|
||||||
(in thousands)
|
|
2015
|
|
2014
|
||||
Property and equipment, net, by geographic area:
|
|
|
|
|
|
|
||
U.S.
|
|
$
|
1,806
|
|
|
$
|
2,057
|
|
Canada
|
|
386
|
|
|
576
|
|
||
Total
|
|
$
|
2,192
|
|
|
$
|
2,633
|
|
|
|
Years ended December 31,
|
||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Advisory fees from Westwood Management’s largest client:
|
|
|
|
|
|
|
|
|
|
|||
Asset-based fees
|
|
$
|
2,109
|
|
|
$
|
2,183
|
|
|
$
|
1,729
|
|
Performance-based fees
|
|
2,206
|
|
|
3,806
|
|
|
2,561
|
|
|||
Percent of fee revenue
|
|
3.3
|
%
|
|
5.3
|
%
|
|
4.7
|
%
|
|
|
Quarter
|
||||||||||||||
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues
|
|
$
|
29,608
|
|
|
$
|
37,311
|
|
|
$
|
32,451
|
|
|
$
|
31,566
|
|
Income before income taxes
|
|
8,378
|
|
|
14,752
|
|
|
10,502
|
|
|
8,588
|
|
||||
Net income
|
|
5,610
|
|
|
9,795
|
|
|
7,013
|
|
|
4,687
|
|
||||
Basic earnings per common share
|
|
0.74
|
|
|
1.25
|
|
|
0.90
|
|
|
0.60
|
|
||||
Diluted earnings per common share
|
|
0.71
|
|
|
1.23
|
|
|
0.87
|
|
|
0.58
|
|
||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues
|
|
$
|
25,949
|
|
|
$
|
30,905
|
|
|
$
|
28,122
|
|
|
$
|
28,265
|
|
Income before income taxes
|
|
8,613
|
|
|
13,356
|
|
|
10,592
|
|
|
9,475
|
|
||||
Net income
|
|
5,562
|
|
|
8,591
|
|
|
7,118
|
|
|
5,978
|
|
||||
Basic earnings per common share
|
|
0.74
|
|
|
1.14
|
|
|
0.95
|
|
|
0.79
|
|
||||
Diluted earnings per common share
|
|
0.72
|
|
|
1.12
|
|
|
0.92
|
|
|
0.77
|
|
Exhibit
Number
|
|
Description of Exhibits
|
2.1
|
|
Securities Purchase Agreement by and among Westwood Holdings Group, Inc., McCarthy Group Advisors, LLC, MGA Holdings, LLC, and The Members of MGA Holdings, LLC (incorporated by reference from the Form 10-K filed with the SEC on February 28, 2013)
|
2.2
|
|
Reorganization Agreement and Agreement and Plan of Merger dated as of January 15, 2015 by and among Westwood Holdings Group, Inc., Westwood Trust, Woodway Financial Advisors, A Trust Company and the Shareholders of Woodway Financial Advisors, A Trust Company (incorporated by reference from the Form 8-K filed with the SEC on January 16, 2016)
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Westwood Holdings Group, Inc. (incorporated by reference from Amendment No. 2 to Registration Statement on Form 10/A filed with the SEC on April 30, 2002)
|
3.1.1
|
|
Amendment to Amended and Restated Certificate of Incorporation of Westwood Holdings Group, Inc. (incorporated by reference from the Form 8-K filed with the SEC on May 7, 2008)
|
3.2
|
|
Amended and Restated Bylaws of Westwood Holdings Group, Inc. (incorporated by reference from the Form 8-K filed with the SEC on April 25, 2012)
|
4.1
|
|
Form of Common Stock Certificate of Westwood Holdings Group, Inc. (incorporated by reference from Amendment No. 2 to Registration Statement on Form 10/A filed with the SEC on April 30, 2002)
|
10.1+
|
|
Third Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan (including related forms of Stock Option Agreement and Restricted Stock Agreement) (incorporated by reference from the Form S-8 filed with the SEC on July 1, 2009)
|
10.1.1+
|
|
Amendment to Third Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan (including related form of Restricted Stock Agreement) (incorporated by reference from the Form 10-Q filed with the SEC on October 21, 2010)
|
10.1.2+
|
|
Second Amendment to Third Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan (incorporated by reference from the Registration Statement on Form S-8 filed with the SEC on April 18, 2012)
|
10.1.3+
|
|
Third Amendment to Third Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan (incorporated by reference from the Registration Statement on Form S-8 with the SEC on April 29, 2015)
|
10.2
|
|
Tax Separation Agreement between SWS Group, Inc. and Westwood Holdings Group, Inc. (incorporated by reference from Amendment No. 5 to Registration Statement on Form 10/A filed with the SEC on June 6, 2002)
|
10.3
|
|
Office Lease between Westwood Management Corp. and Crescent Real Estate Funding I, L.P., dated as of April 4, 1990, and amendment thereto (incorporated by reference from the Registration Statement on Form 10 filed with the SEC on February 8, 2002)
|
10.3.1
|
|
Ninth Modification of Office Lease between Westwood Management Corp. and Crescent Real Estate Funding I, dated as of November 25, 2003 (incorporated by reference from the Form 10-K filed with the SEC on February 27, 2004)
|
10.3.2
|
|
Tenth Modification of Office Lease between Westwood Management Corp. and Crescent Real Estate Funding I, dated as of February 23, 2004 (incorporated by reference from the Form 10-K filed with the SEC on February 27, 2004)
|
10.3.3
|
|
Eleventh Modification of Office Lease between Westwood Management Corp. and Crescent Real Estate Funding I, dated as of December 9, 2010 (incorporated by reference from the Form 10-K filed with the SEC on February 25, 2011)
|
10.3.4
|
|
Twelfth Modification of Office Lease between Westwood Management Corp. and Crescent TC Investors LP, dated as of August 17, 2012 (incorporated by reference from the Form 10-K filed with the SEC on February 28, 2013)
|
10.3.5*
|
|
Thirteenth Modification of Office Lease between Westwood Management Corp. and Crescent TC Investors LP, dated as of October 9, 2014
|
Exhibit
Number
|
|
Description of Exhibits
|
10.3.6*
|
|
Fourteenth Modification of Office Lease between Westwood Management Corp. and Crescent TC Investors LP, dated as of February 5, 2015
|
10.3.7*
|
|
Fifteenth Modification of Office Lease between Westwood Management Corp. and Crescent TC Investors LP, dated as of July 30, 2015
|
10.4
|
|
Software License Agreement between Infovisa and Westwood Trust, dated as of December 1, 2001 (incorporated by reference from the Registration Statement on Form 10 filed with the SEC on February 8, 2002)
|
10.5
|
|
Software License and Support Agreement between Advent Software, Inc. and Westwood Management Corp., dated as of December 30, 1996 (incorporated by reference from the Registration Statement on Form 10 filed with the SEC on February 8, 2002)
|
10.6
|
|
Investment Sub-advisory Agreement between Teton Advisers, LLC and Westwood Management Corp., dated as of October 6, 1994 (incorporated by reference from the Form 10-K filed with the SEC on February 28, 2013)
|
10.7+
|
|
Form of Indemnification Agreement for Westwood Holdings Group, Inc. (incorporated by reference from the Form 10-K filed with the SEC on February 27, 2004)
|
10.8+
|
|
Form of Indemnification Agreement for Westwood Management Corp. (incorporated by reference from the Form 10-K filed with the SEC on February 27, 2004)
|
10.9+
|
|
Form of Indemnification Agreement for Westwood Trust (incorporated by reference from the Form 10-K filed with the SEC on February 27, 2004)
|
10.10+
|
|
Executive Employment Agreement between Westwood Holdings Group, Inc. and Mark Freeman (incorporated by reference from the Form 8-K filed with the SEC on March 12, 2014) |
10.11+
|
|
Executive Employment Agreement between Westwood Holdings Group, Inc. and Brian O. Casey (incorporated by reference from the Form 8-K filed with the SEC on April 23, 2010)
|
10.11.1+ |
|
First Amendment to Executive Employment Agreement dated as of April 2, 2015 between the Company and Brain O. Casey (incorporated by reference from the Form 8-K filed with the SEC on April 2, 2015)
|
10.12+ |
|
Executive Employment Agreement between Westwood Holdings Group, Inc. and Brian O. Casey (incorporated by reference from the Form 8-K filed with the SEC on December 18, 2015)
|
10.13+
|
|
Restricted Stock Agreement between Westwood Holdings Group, Inc. and Brian O. Casey (incorporated by reference from the Form 8-K filed with the SEC on April 23, 2010)
|
10.14+ |
|
Restricted Stock Agreement between Westwood Holdings Group, Inc. and Brian O. Casey (incorporated by reference from the Form 8-K filed with the SEC on April 2, 2015) |
10.15+ |
|
Mutual Fund Share Incentive Agreement, by and between Mark Freeman and Westwood Holdings Group, Inc. dated as of March 19, 2013 (incorporated by reference from the Form 8-K filed with the SEC on March 12, 2014)
|
10.16+ |
|
Mutual Fund Share Incentive Agreement Amendment, by and between Mark Freeman and Westwood Holdings Group, Inc. dated as of March 7, 2014 (incorporated by reference from the Form 8-K filed with the SEC on March 12, 2014)
|
10.17+ |
|
Form of Mutual Fund Share Incentive Agreement, by and between Mark Freeman and Westwood Holdings Group, Inc. (incorporated by reference from the Form 10-K filed with the SEC on February 26, 2015)
|
10.18+
|
|
Share Award Plan of Westwood Holdings Group, Inc. for Service Provided in Canada to its Subsidiaries (incorporated by reference from the Registration Statement on Form S-8 filed with the SEC on April 18, 2012)
|
10.19+
|
|
Consulting Agreement, dated as of March 17, 2015, between Westwood Holdings Group, Inc. and Susan Byrne (incorporated by reference from the Form 10-Q filed with the SEC on July 29, 2015)
|
16.1
|
|
Letter from Grant Thornton LLP, dated October 8, 2015 (incorporated by reference from the Form 8-K filed with the SEC on October 8, 2015)
|
Exhibit
Number
|
|
Description of Exhibits
|
21.1 |
|
Subsidiaries (incorporated by reference from the Form 10-K filed with the SEC on February 28, 2013) |
23.1* |
|
Consent of Deloitte & Touche LLP |
23.2* |
|
Consent of Grant Thornton LLP |
24.1* |
|
Power of Attorney (included on first signature page) |
31.1* |
|
Certification of the Chief Executive Officer of Westwood required by Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2* |
|
Certification of the Chief Financial Officer of Westwood required by Section 302 of the Sarbanes-Oxley Act of 2002 |
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 |
+
|
Indicates management contract or compensation plan, contract or arrangement.
|
#
|
Pursuant to Item 601(b)(32) of SEC Regulation S-K, these exhibits are furnished rather than filed with this Report.
|
(2)
|
the date Tenant takes possession of any part of the Ninth Expansion Space for purposes of
|
Lease Months
|
Annual Basic Rental
Rate Per Rentable
Sguare Foot
|
Monthly Basic
Rental Installment
|
|
||
NESCD -Month 15
|
$27.50
|
$2,772.92
|
Month 16 - Month 27
|
$28.00
|
$2,823.33
|
Month 28 -Month 39
|
$28.50
|
$2,873.75
|
Month 40 -Month 51
|
$29.00
|
$2,924.17
|
Month 52 -Month 63
|
$29.50
|
$2,974.58
|
Month 64 - Month 75
|
$30.00
|
$3,025.00
|
Month 76 - 11/30/21
|
$30.50
|
$3,075.42
|
3.
|
Actual Operating Expenses
.
|
Lease Months
|
Annual Basic Rental
Rate Per R
entable Sguare Foot
|
Monthly
Basic
Rental Installment
|
TESCD - Month 14
|
$28.50
|
$11,274.13*
|
Month 15 -Month 26
|
$29.00
|
$11,471.92
|
Month 27 - Month 38
|
$29.50
|
$11,669.71
|
Month 39 - Month 50
|
$30.00
|
$11,867.50
|
Month 51 - Month 62
|
$30.50
|
$12,065.29
|
Month 63 - Month 74
|
$31.00
|
$12,263.08
|
Month 75 - 11/30/21
|
$31.50
|
$12,460.88
|
3.
|
Actual Operating E
xpenses.
|
2.
|
Premises.
|
Lease Months
|
Annual Basic Rental
|
Monthl:y Basic
Rental Installment
|
Rate Per Rentable
Sguare Foot
|
||
|
||
EESCD - Month 12
|
$21.22*
|
$30,729.17**
|
Month 13 - Month 16
|
$29.50
|
$42,716.00
|
Month 17 - Month 28
|
$30.00
|
$43,440.00
|
Month 29 -Month 40
|
$30.50
|
$44,164.00
|
Month 41 - Month 52
|
$31.00
|
$44,888.00
|
Month 53 - Month 64
|
$31.50
|
$45,612.00
|
Month 65 - Month 76
|
$32.00
|
$46,336.00
|
Month 77 - Month 88
|
$32.50
|
$47,060.00
|
Month 89 - Month 100
|
$33.00
|
$47,784.00
|
Month 101 - Month 112
|
$33.50
|
$48,508.00
|
Month 113 - ED
|
$34.00
|
$49,232.00
|
Lease Months
|
Annual Basic Rental
|
|
Rate Per Rentable
|
Monthly Basic
|
|
Sguare Foot
|
Rental Installment
|
|
12/1/21 -3/31/22
|
$32.00
|
$57,565.33
|
4/1/22 - 3/31/23
|
$32.50
|
$58,464.79
|
4/1/23 - 3/31/24
|
$33.00
|
$59,364.25
|
4/1/24 - 3/31/25
|
$33.50
|
$60,263.71
|
4/1/25
- ED
|
$34.00
|
$61,163.17
|
3.
|
Actual Operating
Expenses
.
|
1.
|
I have reviewed this annual report on Form 10-K 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:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
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):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Brian O. Casey
|
|
Brian O. Casey
|
|
President & Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K 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:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
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):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Tiffany B. Kice
|
|
Tiffany B. Kice
|
|
Chief Financial Officer
|
(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/ Brian O. Casey
|
|
Brian O. Casey
|
|
President & Chief Executive Officer
|
(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/ Tiffany B. Kice
|
|
Tiffany B. Kice
|
|
Chief Financial Officer
|