W e s t w o o d H o l d i n g s G r o u p , I n c . 2 0 1 5 A n n u a l R e p o r t
GROWTH BY DESIGN
The “Westwood Way”
We are growing in a thoughtful, measured way:
diversifying our strategies, expanding our private wealth
business and globalizing our client base while maintaining
the collaborative culture that makes Westwood unique.
Thoughtful, Measured
2
6
8
10
12
To Our Clients,
Developing New
Expanding Westwood
Increasing the
Cultivating
Stockholders
Investment Strategies
Private Wealth
Globalization of
Our Talent
and Employees
Our Client Base
NORTH AMERICA
We serve our global client
base from our company
headquarters in Dallas, as well
as offices in Toronto, Boston,
Omaha and Houston.
EUROPE
Our Dublin-based
Undertakings for Collective
Investment in Transferable
Securities (UCITS) umbrella
fund offers three sub-funds
for non-U.S. investors.
ASIA and AUSTRALIA
We are focused on
serving the needs of the
Australian superannuation
market, which is the
fastest growing pension
market in the world.
GLOBAL BY DESIGN
Financial Highlights (in thousands, except per share data)
2015
Years ended December 31,
2014
2013
OPERATING RESULTS
Revenues
Income before income taxes
Net income
Earnings per share – diluted
Economic earnings
BALANCE SHEET DATA
Cash and investments
Total assets
Stockholders’ equity
Dividends declared
$ 130,936
$ 113,241
$ 91,825
42,220
27,105
3.33
46,496
$ 95,060
181,336
133,967
17,748
42,036
27,249
3.45
41,445
$ 97,751
139,874
110,007
15,080
28,185
17,837
2.32
30,027
$ 75,418
116,050
88,663
13,330
ASSETS UNDER MANAGEMENT (in millions)
$ 20,762
$ 20,168
$ 18,861
Assets Under Management (in billions)
Assets by Account Type
$25
$20
$15
$10
$5
$0
2011 2012 2013 2014 2015
Revenues (in millions)
$150
$120
$90
$60
$30
$0
2011 2012 2013 2014 2015
Assets by Account Type
2002 vs. 2015 (in billions)
16%
2002
84%
17%
Institutional Separate Accounts
Private Wealth
2015
3%
2002 WW Assets by Account Type
$4.1
26%
54%
WW UCUTS
WW Mutual Funds
Private Wealth
17%
Westwood
Mutual Funds
26%
Private Wealth
3% Westwood UCITS
54%
Institutional
Separate
Accounts
WW UCUTS
WW Mutual Funds
Private Wealth
2015 WW Assets by Account
Institutional Separate Accounts
Institutional Assets by Client Type
6%
Other
4%
Foundations/
Endowments
7%
Sovereign
Wealth
19%
Corporate
3% Taft-Hartley/
Superannuation
Public Funds
Sub-Advisory
Corporate
31%
Sovereign Wealth
Public Funds
Other
Foundations/Endowments
Taft-Hartley/Superannuation
WW 2015 Assets by Client Type
30% Sub-Advisory
Assets by Strategy
2015 WW Assets by Strategy
24% Other
$20.8
2015 WW Assets by Account
Institutional Separate Accounts
16%
Global/Emerging
Markets Equity
U.S. Value Equity
38%
MLPs
U.S. Value Equity
Multi-Asset
Institutional Separate Accounts
Westwood Mutual Funds
Private Wealth
Westwood UCITS
20%
Multi-Asset
Global/Emerging Markets Equity
2% MLPs
Other
About Westwood Holdings Group
Westwood Holdings Group, Inc., provides investment management services to institutional investors, private wealth clients and
financial intermediaries and manages $20.8 billion in assets as of December 31, 2015. The firm manages a range of investment
strategies including U.S. equities, Global and Emerging Markets equities, Global Convertible securities, Multi-Asset and Master
Limited Partnerships. Access to these strategies is available through separate accounts, commingled funds, the Westwood Funds®
family of mutual funds and UCITS funds. Westwood benefits from significant, broad-based employee ownership and trades on the
New York Stock Exchange under the symbol “WHG.” Based in Dallas, TX, Westwood also maintains offices in Toronto, Canada,
Boston, MA, Omaha, NE and Houston, TX.
For more information on Westwood, please visit
www.westwoodgroup.com.
For more information on the Westwood Funds, please visit
www.westwoodfunds.com.
The “Westwood Way”
It was another year of measured growth at Westwood, as we continue to
execute our plans to expand our business. In 2015, we further diversified
our portfolio of investment strategies, offering more than 20 strategies at
year-end. We expanded Westwood Trust with the acquisition of Woodway
Financial Advisors in Houston, a high-priority market for our private wealth
business. We marked the 10-year anniversary of the Westwood Funds family
and added three new mutual funds. We added a third sub-fund to our UCITS
1
umbrella fund, facilitating the further globalization of our client base. And in
every corner of our business in 2015, our employee-owners put our clients
first, maintaining a clear focus on our mission to exceed client expectations
through exceptional performance and ethical conduct. It adds up to another
year of solid progress, built upon 13 years of consistent execution of our growth
plans since going public. The result is a much larger, more diverse and stable
business. At Westwood, that’s what we call growth by design.
GROWTH BY DESIGN
The “Westwood Way”
To Our Clients, Stockholders and Employees
We continued to execute our growth plans in 2015, which call for building a diversified portfolio of
investment strategies, broadening our distribution platforms and providing exceptional service to our
clients. The result was another year of measured growth. At year-end, we offered more than 20 institutional
investment strategies, 15 Westwood Funds mutual funds and three sub-funds under our UCITS umbrella
fund for non-U.S. investors. In 2015, we also completed our acquisition of Woodway Financial Advisors,
a private wealth and trust company in Houston, adding a third attractive market to our Westwood Trust
business. And we made investments in people and infrastructure to support further growth, adding key new
roles to our organization including a chief information officer and national accounts director.
Since 2002, when Westwood became a public company, consistent execution of our growth plans has
2
resulted in a much larger, more diversified and stable business and has opened up new opportunities for
further expansion. At the same time, we have retained the employee ownership model and collaborative,
inclusive and community-minded culture that we believe makes our firm unique. For the second consecutive
year, we were named to Pensions & Investments’ list of the Best Places to Work in Money Management
in 2015. We are excited about the potential we see for Westwood in the future, and we are confident we
have the right plans and people to fulfill that potential for our clients, stockholders and employees.
A Year of Measured Growth
Our assets under management finished the year at $20.8 billion, a 2.9 percent increase over the prior year.
Total 2015 revenues were $130.9 million, an increase of 15.6 percent over the prior year. Net income slightly
decreased by 0.4 percent to $27.1 million, or $3.33 per diluted share. We have consistently grown revenues
each year for the past six years. We also have maintained a strong balance sheet. As of December 31, 2015,
we held $95 million in liquid cash and investments on our balance sheet and had no debt.
In October, our board of directors declared a quarterly dividend of $0.57 per share, a 14 percent increase
over our previous quarterly dividend rate. We have raised our dividend every year since we became a
public company, consistent with our stated goal of providing superior dividend growth. In addition to
dividends, our stockholders have benefited from stock price appreciation. Since 2002, Westwood’s market
capitalization has grown at a 15 percent compound annual growth rate, which is three times the growth
rate of the S&P 500 Index.
Westwood Holdings Group, Inc. 2015 Annual Report Providing Attractive Risk-Adjusted Returns Over the Long Term
We have served our clients for over three decades with a conservative investment philosophy built upon
proprietary fundamental research. Our goal is to preserve capital in unfavorable market periods and
provide attractive risk-adjusted returns over the long term. We currently have three investment teams –
U.S. Value, Global and Emerging Markets Equity, and Global Convertible Securities – managing more than
20 strategies. Over the past five years, we have responded to investor demand and changing asset-allocation
trends by developing a significant number of new investment strategies, and we continue to evaluate
opportunities in additional asset classes.
Despite challenging and volatile market conditions in 2015, a significant number of our investment
strategies outperformed their benchmarks. In particular, our U.S. Value strategies delivered solid
performance. Our Concentrated LargeCap Value strategy was the top-performing strategy in its peer
group, and the performance of our LargeCap Value strategy improved significantly after underperforming
in recent years. It is now ahead of its benchmark and above median in its peer group, for the one-,
three- and 10-year time periods ended December 31, 2015. In addition, our SMidCap, SMidCap Plus,
SmallCap Value and AllCap Value strategies outperformed their benchmarks. Despite uncertainty
surrounding the global economy and interest rates, our Multi-Asset strategies – Income Opportunity and
the newer Worldwide Income Opportunity strategy – performed quite well and delivered the low-volatility
Annual Dividends (in millions)
3
$18
$16
$14
$12
$10
$8
$6
$4
$2
$0
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
Special Dividends
Annual Dividends
profile our clients expect. The MLP asset class was among the most challenged in 2015 due to persistent low
oil prices and negative investor sentiment. Our MLP strategies, which account for less than three percent of
firm assets, did outperform their benchmarks and we continue to believe the asset class will provide us with
long-term opportunity for growth.
Our Emerging Markets equity strategies underperformed in 2015 relative to their benchmarks. The
emerging markets sector suffered as a whole due to the struggling global economy, depressed commodity
markets and a strong U.S. dollar. We remain confident in our Global and Emerging Markets Equity team
and their investment philosophy, which has been proven over multiple market cycles. Our team maintains
a disciplined focus on Economic Value Added, which helps establish a high-quality foundation for rigorous
due diligence. With this focus, our team has built a strong track record and successfully taken advantage of
past periods of market underperformance.
Our Global Convertible Securities strategies performed well in 2015, beating their benchmarks. While
convertible securities are a niche investment strategy, we believe our strategies represent approximately
$5 billion in capacity over the long term. Our team is focusing on institutional investors and consultants
who could potentially employ convertible securities in their portfolios, and present to them the advantages
of our strategies and investment philosophy. During the year, we added a number of European-based
4
clients who have invested through our UCITS platform.
Westwood Holdings Group, Inc. Total Return Performance (December 2002 – December 2015)
2
0
0
2
,
1
3
r
e
b
m
e
c
e
D
t
a
0
0
1
$
o
t
d
e
x
e
d
n
i
s
e
u
a
V
l
$900
$800
$700
$600
$500
$400
$300
$200
$100
$0
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
Westwood Holdings Group, Inc.
Russell 2000 Index
SNL Asset Manager Index
Westwood Holdings Group, Inc. 2015 Annual Report
Enhancing Distribution and Client Service
We continually broaden our distribution channels, taking our investment performance to market through
institutional, mutual fund and private wealth channels. As institutional investors continue to rebalance their
holdings away from U.S. equities, we have experienced some partial redemptions among our client base.
However, institutional client retention remained significantly higher than the industry average. We continued
to globalize our client base, expanding in strategic markets in Europe and Asia. At year-end, non-U.S. clients
represented 18.5 percent of total assets under management, up from three percent six years ago.
In 2015, we marked the 10-year anniversary of our Westwood Funds family of mutual funds. Assets under
management in the Westwood Funds has grown to $3.6 billion, representing 17.4 percent of total assets at
year-end. We have had 10 consecutive years of positive net inflows in an industry that has seen consistent
outflows over that time period. We were also pleased to offer investors three additional funds in 2015:
Worldwide Income Opportunity (WWIOX), Market Neutral Income (WMNIX) and Strategic Global
Convertibles (WSGCX).
In our private wealth business, we worked diligently to integrate the operations of Woodway Financial
Advisors following its acquisition in April. Our Westwood Trust team prospected aggressively in Dallas,
Omaha and Houston, scheduling events and speakers for existing and prospective clients in all three
markets as a way to build sales momentum. We also made investments to improve the client experience,
5
converting at year-end to a new trust accounting platform that will provide enhanced statements and
reporting, and an improved online experience. As of year-end, our private wealth channel has more than
$5.4 billion in assets under management, representing 26 percent of our total assets. We continue to
actively evaluate potential acquisitions of private wealth companies in attractive markets.
Aligned for Growth
We are excited about the opportunities we see in our future and we look forward to building upon the
progress we made in 2015. Our plans are well defined and have delivered solid growth over the past
13 years. Our employees are some of the most talented and insightful people in our industry. And we
have the capacity in our infrastructure to handle the growth opportunities in our future. We believe
our plans, people and infrastructure are aligned to deliver measured growth in the years ahead.
We thank you – our clients, stockholders and employees – for your confidence in Westwood. Many of you
have been with us from the beginning, and we appreciate your loyalty. We will continue to work hard to
earn your trust every day.
Brian O. Casey
President & Chief Executive Officer
G R O W T H B Y D E S I G N
DEVELOPING
NEW INVESTMENT STRATEGIES
The “Westwood Way”
We develop new strategies in a focused way, acting
on client feedback and investment trends in the
marketplace. We strive to deliver strong performance
from our new strategies immediately upon launch.
6
Westwood Funds – Cumulative Net Cashflows Since Inception (in millions)
10
10-Year
Anniversary:
Westwood Funds
We launched our first
mutual fund 10 years ago
in December 2005. We
have had 10 consecutive
years of positive net
inflows in an industry
that has seen consistent
outflows over that
time period.
$3,000
$2,500
$2,000
$1,500
$1,000
$500
$0
2005
2006
2007
2008
2009
2010 2011 2012 2013
2014
2015
Westwood Holdings Group, Inc. 2015 Annual Report Westwood began with a single investment strategy, LargeCap Value, managed
by a single investment team. Our product development efforts, particularly over the last
13 years, have created a diversified portfolio of investment strategies to help our clients meet
their financial objectives. We are mindful in our development efforts, striving to deliver strong
performance upon launching a new strategy. As a result, our growing portfolio of investment
strategies has delivered measured growth for our firm.
We currently offer more than 20 institutional investment strategies managed by three teams:
U.S. Value in Dallas, Global and Emerging Markets Equity in Toronto, and Global Convertible
Securities in Boston. We have six strategies that each have more than $1 billion in assets and
six additional strategies each with more than $300 million in assets. Most Westwood equity
strategies have an active share greater than 80, which means clients at Westwood are
investing in a strategy that is meaningfully different from the benchmarks our clients use.
In evaluating additional asset classes and strategy development opportunities, we focus on
client feedback and investing trends in the marketplace. We are well positioned with our
investment teams and experience to take advantage of trends as they emerge, such as the
growing popularity of multi-asset strategies and high-conviction equity strategies. In the
last two years, we launched seven new strategies including concentrated equity strategies,
low-volatility strategies, a global multi-asset strategy and a liquid alternative strategy.
We believe our current offerings provide our clients with compelling investment options.
With our proven capabilities in strategy development, we plan to expand our portfolio to
meet our clients’ objectives as markets evolve.
7
Thoughtful Development
In the last two years, we launched seven new strategies
including concentrated equity strategies, low-volatility strategies,
a global multi-asset strategy and a liquid alternative strategy.
LargeCap Value
Worldwide Income Opportunity
SmallCap Value
Concentrated AllCap Value
Income Opportunity
Concentrated LargeCap Value
MLP Infrastructure Renewal
MLP Opportunities
AllCap Value
SMidCap
MLP and Strategic Energy
SMidCap Plus
1982
1985
1988
1991
1994
1997
2000
2003
2006
2009
2012
2015
U.S. Value Team
Global and Emerging Markets Equity Team
Global Convertible Securities Team
Emerging Markets
Emerging Markets Plus
Global Equity
Global Dividend
Emerging Markets SMidCap
Strategic
Global
Convertibles
Market Neutral
Income
G R O W T H B Y D E S I G N
EXPANDING
WESTWOOD PRIVATE WEALTH
The “Westwood Way”
We help our private wealth clients meet their
objectives in a personalized way, offering customized,
institutional-quality investment solutions with
excellent service.
8
Private Wealth
Assets by Office
We now provide
investment solutions to
private wealth clients
across the United States
from our offices in Dallas,
Omaha and Houston.
Private Wealth Assets by Location (in billions)
$2.6 Dallas
$1.3 Omaha
$1.5 Houston
Westwood Holdings Group, Inc. 2015 Annual Report Our private wealth business plays an important role in our growth plans.
High-net-worth individuals, families, as well as small to mid-size foundations, endowments
and other institutions represent an attractive opportunity to achieve steady growth through
long-tenured client relationships.
In 2015, we closed the acquisition of Woodway Financial Advisors, a private wealth and trust
company in Houston. Expansion in the Houston market has been a top priority for Westwood
Trust for many years, and Woodway provides an excellent cultural and philosophical fit with
our firm. Following the transaction close, we worked diligently to integrate Woodway and
Westwood Trust operations. We now provide investment solutions to private wealth clients
across the United States from our offices in Dallas, Omaha and Houston.
Private wealth assets under management reached $5.4 billion at year-end, representing
approximately 26 percent of our total assets under management. We realized organic growth
through client referrals, local community involvement and relationships with key influencers
in the markets we serve. Through our Enhanced Balanced® asset allocation model, we provide
customized investment solutions to meet our clients’ individual objectives. Enhanced Balanced
offers excellent diversification opportunities along with a 20-year track record of performance.
We also continue to enhance our service capabilities, investing in new technology to improve
our clients’ online experience and reporting.
We believe our diversified institutional investment strategies and excellent client service
create meaningful advantages for Westwood Trust in the private wealth market. We continue
to evaluate growth opportunities through the acquisition of private wealth firms in attractive
markets, as we have for many years.
Omaha
Dallas
Houston
Houston
Expansion in Houston has long been a top priority. In 2015, we acquired
Woodway Financial Advisors, a Houston-based private wealth and trust
company that provides an excellent cultural and philosophical fit.
9
G R O W T H B Y D E S I G N
INCREASING
THE GLOBALIZATION OF OUR CLIENT BASE
The “Westwood Way”
We expand the investment opportunities we offer to
our global clients in a strategic way, responding to
investor interest and demand.
1 0
Westwood Holdings Group, Inc. – Non-U.S. Clients as % of total AUM
20%
18%
16%
14%
12%
10%
8%
6%
4%
2%
0%
2009
2010
2011
2012
2013
2014
2015
Westwood Holdings Group, Inc. 2015 Annual Report Building a strong, stable client base outside of the United States is an
important growth opportunity for Westwood. We have steadily grown assets from
non-U.S. clients over the past six years from three percent to 18.5 percent of our total
assets. At year-end, we served clients located in nine countries around the world, and we
are targeting further strategic expansion in key markets in Europe and Asia.
Our globalization has been achieved through both separate account mandates as well as
the establishment of our Dublin-based UCITS umbrella fund structure.
We launched our UCITS fund for non-U.S. investors in 2013 with one sub-fund,
Emerging Markets. We added a Strategic Global Convertibles sub-fund in 2014 and an
Emerging Markets Plus sub-fund in 2015. At year-end 2015, our UCITS platform had
12 clients and nearly $615 million in assets across three sub-funds. We continue to
evaluate opportunities to expand our UCITS platform in response to investor demand.
Assets Under Management of UCITS Platform
At year-end 2015, our UCITS platform had 12 clients and
Growing Our UCITS Platform
We added an Emerging Markets Plus
nearly $615 million in assets across three sub-funds.
sub-fund in 2015 to our UCITS umbrella
fund for non-U.S. investors.
1 1
G R O W T H B Y D E S I G N
CULTIVATING
OUR TALENT
The “Westwood Way”
We work in a collaborative, inclusive and community-
minded way. As employee-owners, our employees’
interests are aligned with those of our stockholders
and clients.
1 2
Community-Minded
One of the most important characteristics of our
culture is community service. We encourage all
employees to volunteer through company-organized
events and through their own initiatives. In 2015,
Habitat for Humanity, the North Texas Food Bank,
The Stewpot, Texas Scottish Rite Hospital for
Children and the Alzheimer’s Association are just a
sampling of some of the organizations Westwood
employees contributed their time and money to. We
also contribute to numerous non-profits through the
Charitable Events Committees in each of our offices.
In addition to volunteering time, every Westwood
employee has the opportunity to receive a matching
donation from Westwood for their chosen charity.
Additionally, the company increases the company
match for North Texas Giving Day and has additional
special gifting days throughout the year.
Westwood Holdings Group, Inc. 2015 Annual Report Westwood is home to world-class talent. We are a group of dedicated
individuals who value hard work, discipline and integrity. We take pride in the
work we do for our clients.
At Westwood, we are committed to being the type of investment management
firm that attracts, retains and develops world-class talent. Our employee-
ownership structure aligns our employees’ interests with those of our
stockholders and clients. At year-end, employees and directors owned
more than 25 percent of our stock. Our employees and clients recognize
and appreciate the value inherent in this alignment. We also actively work
to maintain a fun, productive work environment and a culture that is
collaborative, inclusive and community-minded.
In 2015, Westwood was named one of the Best Places to Work in Money
Management by Pensions & Investments magazine for the second year in a
row. We were recognized for our vibrant company culture, promotion of a
healthy work-life balance, emphasis on community service and other special
benefits for employees. Anonymous employee surveys accounted for a
majority of the scoring for this recognition, demonstrating that our employees
share our enthusiasm for Westwood as a great place to work.
Recognition
Westwood was named to
the Pensions & Investments’
2015 Best Places to Work in
Money Management for the
second year in a row.
1 3
We Never Forget …
We have deliberate, thoughtful growth plans that have delivered measured growth
each year since we became a public company in 2002. And we consistently invest in our
people and infrastructure to execute our plans. As a result, Westwood is now a much
1 4
larger, more diverse and stable business and that benefits our clients, stockholders and
employees. As we execute our business plans, we remain focused on the fundamental
belief that defines us as a firm. We never forget that the money we manage belongs to
our clients and we always put our clients first. As much as any plan or strategy, this is
what drives Westwood and its growth by design.
Westwood Holdings Group, Inc. 2015 Annual Report Financial Review 2015
Westwood Holdings Group, Inc. 2015 Annual Report UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________________________
Form 10-K
____________________________________________________________________________
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
OR
For the transition period from to
Commission file number 1-31234
____________________________________________________________________________
WESTWOOD HOLDINGS GROUP, INC.
(Exact name of registrant as specified in its charter)
____________________________________________________________________________
Delaware
(State or other jurisdiction of
incorporation or organization)
200 Crescent Court, Suite 1200
Dallas, Texas 75201
(Address of principal executive offices)
75-2969997
(I.R.S. Employer
Identification No.)
75201
(Zip Code)
Registrant’s telephone number, including area code: (214) 756-6900
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class:
Name of each exchange on which registered:
Common Stock, par value $0.01 per share
New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
____________________________________________________________________________
Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
No
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Non-accelerated filer
Accelerated filer
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No
The aggregate market value on June 30, 2015 of the voting and non-voting common equity held by non-affiliates of the registrant was $380,863,476. For purposes of this calculation,
the registrant has assumed that stockholders that are not officers or directors of the registrant are not affiliates of the registrant.
The number of shares of registrant’s Common Stock, par value $0.01 per share, outstanding as of February 18, 2016: 8,628,067.
DOCUMENTS INCORPORATED BY REFERENCE
Selected portions of the registrant’s definitive Proxy Statement for the 2016 Annual Meeting of Stockholders, which will be filed with the U.S. Securities and Exchange Commission
within 120 days after the end of the fiscal year to which this report relates, are incorporated by reference into Part III hereof.
WESTWOOD HOLDINGS GROUP, INC.
Index
PART I:
Item 1. Business ................................................................................................................................................
Item 1A. Risk Factors ......................................................................................................................................
Item 1B. Unresolved Staff Comments ............................................................................................................
Item 2. Properties .............................................................................................................................................
Item 3. Legal Proceedings................................................................................................................................
Item 4. Mine Safety Disclosures ......................................................................................................................
PART II:
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities ..........................................................................................................................................
Item 6. Selected Financial Data.......................................................................................................................
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations .......
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..................................................................................................................
Item 9B. Other Information ............................................................................................................................
PART III:
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..........................................................................................
PAGE
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11
18
18
18
19
19
22
23
34
35
35
35
38
38
38
38
38
38
PART IV:
Item 15. Exhibits, Financial Statement Schedules ........................................................................................
38
i
PART I
Item 1.
Business.
Unless the context otherwise requires, the term “we,” “us,” “our,” “Westwood,” or “Westwood Holdings
Group” when used in this Form 10-K (“Report”) and in the Annual Report to the Stockholders refers to Westwood Holdings
Group, Inc., a Delaware corporation, and its consolidated subsidiaries taken as a whole. This Report contains some forward-
looking statements within the meaning of the federal securities laws. Actual results and the timing of some events could differ
materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including
without limitation those set forth under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and “Item 1A. Risk Factors”.
General
We manage investment assets and provide services for our clients through our subsidiaries, Westwood
Management Corp. and Westwood Advisors, LLC (together, “Westwood Management”), Westwood International Advisors Inc.
(“Westwood International”) and Westwood Trust. Westwood Management, founded in 1983, provides investment advisory
services to institutional investors, a family of mutual funds called the Westwood Funds®, other mutual funds, an Ireland-
domiciled fund organized pursuant to the European Union’s Undertakings for Collective Investment in Transferable Securities
(“UCITS”), individual investors and clients of Westwood Trust. Westwood International was established in 2012 and provides
investment advisory services to institutional clients, the Westwood Funds®, other mutual funds, UCITS funds and clients of
Westwood Trust. Westwood Trust, founded as a state-chartered trust company in 1974, provides trust and custodial services and
participation in self-sponsored common trust funds to institutions and high net worth individuals. Our revenues are generally
derived from fees based on a percentage of assets under management. Westwood Management, Westwood International and
Westwood Trust collectively managed assets valued at approximately $20.8 billion at December 31, 2015. We were
incorporated under the laws of the State of Delaware on December 12, 2001. Our common stock is listed on the New York
Stock Exchange under the ticker symbol “WHG.” We are a holding company whose principal assets consist of the capital stock
of Westwood Management, Westwood Trust and Westwood International.
The success of our business is very dependent on client relationships. We believe that, in addition to investment
performance, client service is paramount in the asset management business. Accordingly, a major business focus is to build
strong relationships with clients to enhance our ability to anticipate their needs and satisfy their investment objectives. Our
team approach is designed to deliver efficient, responsive service to our clients.
We have focused on building our foundation in terms of personnel and infrastructure to support a larger business.
We have developed investment strategies that we expect to be desirable within our target institutional, private wealth and
mutual fund markets. Developing new investment strategies and building the organization can result in incurring expenses
before significant offsetting revenues are realized. We continue to evaluate new strategies and resources in terms of meeting
actual and potential investor needs.
Acquisition of Woodway Financial Advisors
On January 15, 2015, we entered into an agreement (the "Merger Agreement") to acquire Woodway Financial
Advisors (“Woodway”), a Houston-based private wealth and trust company that managed assets of approximately $1.6 billion
at December 31, 2014. We completed the acquisition on April 1, 2015. Pursuant to the Merger Agreement, on April 1,
2015 Woodway merged with Westwood Trust, a wholly-owned subsidiary of Westwood, with Westwood Trust being the
surviving entity (the “Merger”). The total Merger consideration consisted of (i) $30.6 million in cash and stock, as described
below, and (ii) contingent consideration equal to the annualized revenue from the post-closing business of Woodway for the
twelve-month period ending March 31, 2016 (the “Earn-Out Period”), adjusted for certain clients or accounts that have
terminated, and capped at $15 million (the “Earn-Out Amount”).
The Merger consideration of $39.7 million consisted of (i) closing date consideration of $25.3 million paid in
cash and the issuance of 109,712 shares of Westwood common stock, valued at $5.3 million (discounted from $6.7 million due
to certain required holding periods), and (ii) contingent consideration of $9.1 million, based on estimates and assumptions as of
the closing date of the acquisition, to be paid no later than 75 calendar days after the last day of the Earn-Out Period. The
acquired assets were deemed to constitute a business in a transaction using the purchase method of accounting for business
combinations. Accordingly, the purchase price was allocated to the tangible and intangible assets acquired and the liabilities
assumed based on their estimated fair values as of the acquisition date.
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Available Information
We maintain a website at www.westwoodgroup.com. Information contained on, or connected to, our website is
not incorporated by reference into this Report and should not be considered part of this Report or any other filing that we make
with the Securities and Exchange Commission (“SEC”). All of our filings with the SEC, including our annual report on Form
10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are available
free of charge on our website. Our Code of Business Conduct, Corporate Governance Guidelines and Audit Committee,
Compensation Committee and Governance/Nominating Committee Charters are available without charge on our website.
Stockholders also may obtain print copies of these documents free of charge by submitting a written request to Tiffany B. Kice,
our Chief Financial Officer, at the address set forth in the front of this Report. The public can also obtain any document we file
with the SEC at www.sec.gov.
Advisory
General
Our advisory business is comprised of Westwood Management and Westwood International and encompasses
three distinct investment teams – the U.S. Value Team, the Global Convertible Securities Team, and the Global and Emerging
Markets Equity Team.
Westwood Management provides investment advisory services to large institutions, including corporate
retirement plans, public retirement plans, endowments and foundations. Institutional separate account minimums vary by
investment strategy and generally range from $5 million to $25 million. Westwood Management also provides advisory
services to individuals, the Westwood Funds® and UCITS funds, as well as subadvisory services to other mutual funds and
pooled investment vehicles. Westwood Management’s investment strategies are managed by the U.S. Value Team, based in
Dallas, Texas, and by the Global Convertible Securities Team, based in Boston, Massachusetts. Our investment professionals
average fifteen years of investment experience. We believe team continuity and years of experience are among the critical
elements required for successfully managing investments.
Westwood International, based in Toronto, Canada, provides investment advisory services to large institutions,
pooled investment vehicles and UCITS funds, as well as subadvisory services to the National Bank Westwood Funds, which
are mutual funds offered by National Bank of Canada. Institutional separate account minimums vary by investment strategy
and generally range from $10 million to $25 million. Westwood International's investment strategies are managed by the Global
and Emerging Markets Equity Team. Westwood International has entered into a Memorandum of Understanding (“MOU”) with
Westwood Management pursuant to which Westwood International is considered a “participating affiliate” of Westwood
Management as that term is used in relief granted by the staff of the SEC allowing U.S. registered investment advisers to use
portfolio management or research resources of advisory affiliates subject to the supervision of a registered adviser. Pursuant to
the MOU, Westwood International professionals provide advisory and subadvisory services to certain Westwood Funds®,
pooled investment vehicles and large U.S. institutions under the supervision of Westwood Management.
Investment Strategies
We offer a broad range of investment strategies, which allows us to serve a variety of client types with different
investment objectives. We currently manage five investment strategies each with over $1 billion in assets under management,
including our Income Opportunity, LargeCap Value, SMidCap Value, Emerging Markets and Emerging Markets Plus
strategies.
U.S. Value Team
The U.S. Value team employs a value-oriented approach. The common thread that permeates the team's strategies
is a disciplined approach to controlling risk and preserving client assets whenever possible. The team seeks to invest in
companies with high levels of free cash flow, improving returns on equity and strengthening balance sheets that are well
positioned for growth but whose value is not fully recognized in the marketplace. Through investments in companies that
exhibit these characteristics, we seek to generate consistently superior performance relative to our industry peers and relevant
benchmark indices. This investment approach is intended to preserve capital during unfavorable periods and provide superior
real returns over the long term. We believe that we have established a track record of delivering competitive risk-adjusted
returns for our clients. The principal investment strategies currently managed by the U.S. Value Team are as follows:
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LargeCap Value: Investments in equity securities of approximately 40-60 seasoned companies with
market capitalizations at purchase generally over $7.5 billion. This portfolio is invested in companies where we
expect that future profitability, driven by operational improvements, will exceed expectations reflected in current
share prices.
Concentrated LargeCap Value: Investment in equity securities of approximately 15-30 companies
with market capitalizations at purchase generally over $5 billion. This portfolio is invested in companies where
we expect that future profitability, driven by operational improvements, will exceed expectations reflected in
current share prices.
SMidCap Plus+: Investments in equity securities of approximately 45-65 companies with market
capitalizations at purchase between $2 billion and $15 billion. Similar to our other value-oriented investment
strategies, we seek to discover operational improvements driving earnings growth within small to mid-sized
companies that can be purchased at reasonable prices.
SMidCap Value: Investments in equity securities of approximately 50-70 companies with market
capitalizations at purchase between $500 million and $8 billion. Similar to our other value-oriented investment
strategies, we seek to discover operational improvements driving earnings growth within small to mid-size
companies that can be purchased at reasonable prices. This strategy reached its asset capacity in 2010 and is now
closed to new investors.
SmallCap Value: Investments in equity securities of approximately 50-70 companies with market
capitalizations at purchase between $100 million and $2 billion. Similar to our other value-oriented investment
strategies, we seek to invest in high quality companies whose earnings growth is driven by operational
improvements not yet fully recognized by the market.
AllCap Value: Investments in equity securities of approximately 50-80 seasoned companies. The
portfolio generally comprises our investment professionals’ best ideas for companies with market capitalizations
at purchase above $100 million. Similar to our other value-oriented investment strategies, we seek to invest in
companies across a broad range of market capitalizations where we expect that future profitability, driven by
operational improvements, will be higher than expectations currently reflected in share prices.
Concentrated AllCap Value: Investments in equity securities of approximately 15-30 companies with
market capitalization at purchase generally over $100 million. We seek to invest in companies where we expect
that future profitability, driven by operational improvements, will be higher than expectations currently reflected
in share prices.
Income Opportunity: Investments in dividend-paying common stocks, preferred stocks, convertible
securities, master limited partnerships, royalty trusts, REITs and selected debt instruments. This portfolio’s
strategy focuses on companies with strong and improving cash flows able to support sustainable or rising income
streams. This strategy is targeted towards investors seeking current income, a competitive total return and low
volatility via dividend-paying or interest-bearing securities.
Worldwide Income Opportunity: Investments in a diversified group of global income-producing
companies that may include market capitalizations of any size, global preferred equity, global convertible
preferred, global fixed income, global REITs, Royalty Trusts, MLPs and cash. This portfolio's strategy focuses on
companies with strong and improving cash flow sufficient to support sustainable or rising income streams.
Master Limited Partnership Infrastructure Renewal (“MLPs”): Investments include MLPs (including
limited partnerships and general partnerships) and other securities, focusing on partnerships that exhibit higher
distribution yields, stable and predictable cash flows, low correlations to other asset classes, and growth potential.
Global Convertible Securities Team
The Global Convertible Securities Team manages both long-only and liquid alternative global convertible
securities strategies employing a disciplined investment process and rigorous risk management. The team's investment
philosophy is based on the following beliefs:
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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;
convertible securities markets are inefficient and opportunities exist to benefit from pricing anomalies;
a global focus provides more robust opportunities and a clearer picture of the broad convertibles universe;
and
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proprietary fundamental research is the best way to identify solid companies with attractive risk-adjusted
return profiles.
The team draws on the proprietary fundamental research of all three of Westwood's investment teams in order to
identify securities with an attractive risk-adjusted return profile. The principal investment strategies currently managed by the
Global Convertible Securities Team are as follows:
Strategic Global Convertibles: This strategy seeks to provide equity-like returns with lower volatility
by investing in a balanced portfolio of 60-90 worldwide convertible securities.
Market Neutral Income: This liquid alternative strategy seeks to produce positive absolute returns
over a full market cycle with low volatility by combining a yield-focused portfolio that invests in high quality,
short duration convertible securities with a hedged portfolio utilizing convertible arbitrage and other hedging
strategies.
Global and Emerging Markets Equity Team
The Global and Emerging Markets Equity Team emphasizes Economic Value Added (EVA) in its investment
process and seeks to identify mispriced businesses that can generate sustainable earnings growth. The team offers global and
emerging markets equity investment strategies. The principal investment strategies currently managed by the Global and
Emerging Markets Equity Team are as follows:
Emerging Markets: This strategy invests in the common stocks of 70-90 companies that are located
or have primary operations in emerging markets with market capitalizations above $500 million. The portfolio is
invested in companies that we believe represents sound businesses that are mispriced and can generate sustainable
earnings growth.
Emerging Markets Plus: This strategy invests in the common stocks of 50-70 companies that are
located or have primary operations in emerging markets and have market capitalizations above $1.5 billion. The
portfolio is invested in companies that we believe represent sound businesses that are mispriced and can generate
sustainable earnings growth.
Emerging Markets SMid: This strategy invests in the common stocks of 70-90 small- and mid-cap
companies that are located or have primary operations in emerging markets and have market capitalizations
between $150 million and $9 billion. The portfolio is invested in companies that we believe are sound businesses
that are mispriced and can generate sustainable earnings growth.
Global Equity: This strategy invests in the common stocks of 65-85 companies located throughout
the world, with market capitalizations above $1 billion. Similar to our Emerging Markets strategy, the portfolio
invests in companies that we believe are sound businesses that are mispriced and can generate sustainable
earnings growth.
Global Dividend: This strategy invests in the common stocks of 65-90 well-established companies
around the world, with an emphasis on sustainability and growth of dividends. It seeks to invest in strong
franchises that we believe are mispriced, with good liquidity, the ability to generate sustainable economic profits
and potentially pay dividends.
Our ability to grow assets under management is primarily dependent on our ability to generate competitive
investment performance, our success in building strong relationships with investment consulting firms and other financial
intermediaries, as well as our ability to develop new client relationships while nurturing existing relationships. We continually
seek to expand assets under management by growing our existing investment strategies, as well as identifying and developing
new ones. We intend to grow our investment strategies internally but may also consider acquiring new investment strategies
from third parties, as discussed under “Growth Strategy” below. Our growth strategy provides clients with more investment
opportunities and diversifies our assets under management, thereby reducing risk in any one area of investment and increasing
our competitive ability to attract new clients. Our ten largest clients accounted for over 20% of our fee revenues for the year
ended December 31, 2015. The loss of some or all of these large clients could have a material adverse effect on our business
and our results of operations.
Advisory and Subadvisory Agreements
Westwood Management and Westwood International manage client accounts under investment advisory and
subadvisory agreements. Typical for the asset management industry, these agreements are usually terminable upon short notice
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and provide for compensation based on the market value of client assets under management. Westwood’s advisory fees are paid
quarterly in advance based on assets under management on the last day of the preceding quarter, quarterly in arrears based on
assets under management on the last day of the previous quarter, or are based on a daily or monthly analysis of assets under
management for the stated period. A few clients have contractual performance-based fee arrangements, which generate
additional revenues if we outperform a specified index over a specific period of time. Revenue for performance-based fees is
recorded at the end of the measurement period. Revenue from advance payments is deferred and recognized over the period
that services are performed. Pursuant to these agreements, Westwood provides overall investment management services,
including directing investments in conformity with client-established investment objectives and restrictions. Unless otherwise
directed in writing by clients, Westwood has the authority to vote all proxies with respect to securities in client portfolios.
Westwood Management and Westwood International are parties to subadvisory agreements with other investment
advisors under which they perform similar services under advisory agreements. Our subadvisory fees are generally computed
based upon the average daily assets under management and are payable on a monthly basis.
Westwood Management provides investment advisory services to the Westwood Funds® family of mutual funds:
Westwood Income Opportunity
Westwood MLP & Strategic Energy
Westwood SMidCap
Westwood LargeCap Value
Westwood SmallCap Value
Westwood Dividend Growth
Westwood SMidCap Plus+
Westwood Worldwide Income Opportunity
Westwood Emerging Markets
Westwood Global Equity
Westwood Global Dividend
Westwood Short Duration High Yield*
Westwood Strategic Global Convertibles
Westwood Opportunistic High Yield*
Westwood Market Neutral Income
*Subadvised by SKY Harbor Capital Management, LLC, a registered investment adviser based in
Greenwich, Connecticut
As of December 31, 2015, the Westwood Funds® had assets under management of $3.6 billion.
Trust
General
Through the combined efforts of the Dallas, Omaha and Houston offices of Westwood Trust, we provide fiduciary
and investment services to high net worth individuals and families, non-profit endowments and foundations, public and private
retirement plans and individual retirement accounts ("IRAs"). Westwood Trust is chartered and regulated by the Texas
Department of Banking. Fees charged by Westwood Trust are separately negotiated with each client and are typically based on
assets under management. Clients generally have at least $1 million in investable assets.
Fiduciary Services
Westwood Trust’s fiduciary services include but are not limited to: financial planning, wealth transfer planning,
customizable trust services, trust administration and estate settlement. Westwood Trust also provides custodial services, tax
reporting, accounting of trust income and principal, beneficiary and retiree distributions and safekeeping of assets.
Investment Services
Westwood Trust utilizes a consultative approach in developing a client’s portfolio asset allocation. Our approach
involves examining the client’s financial situation, including their current portfolio of investments, and advising the client on
ways to reduce risk, enhance investment returns and strengthen their financial position based on each client’s unique objectives
and constraints. Westwood Trust seeks to define and improve risk/return profiles of client investment portfolios by offering a
comprehensive investment solution or enhancing clients’ existing investment strategies. Westwood Trust manages separate
portfolios of equity and fixed income securities for certain agency and trust clients. Equity portfolios are generally patterned
after the institutional strategies offered by Westwood Management or developed by the internal investment team in our Houston
Woodway office. Fixed income portfolios consist of targeted laddered portfolios of primarily high quality municipal securities.
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Westwood Trust also sponsors several common trust funds in which client assets are commingled to achieve
economies of scale. Westwood Trust’s common trust funds fall within two basic categories: personal trusts and employee
benefit trusts. Westwood Trust sponsors common trust funds for most of the investment strategies managed by Westwood
Management and Westwood International. Westwood Trust has also engaged SKY Harbor Capital Management, LLC, William
Blair & Company, LLC and Brandywine Global Investment Management, LLC, all registered investment advisors, to
subadvise our High Yield Bond, Domestic Growth Equity and International Fixed Income common trust funds, respectively.
Westwood Trust also develops asset allocation models for certain clients utilizing mutual funds managed by
Westwood Management and Westwood International, as well as from certain other mutual fund families.
Enhanced Balanced® Portfolios
Westwood Trust is a strong proponent of asset class diversification and offers its clients the ability to diversify
among many different asset classes. Westwood Trust Enhanced Balanced® portfolios combine these asset classes into a
customizable portfolio for clients seeking to maximize return for a given level of risk. Periodic adjustments are made to asset
class weightings in Enhanced Balanced® portfolios based on historical returns, risk and correlation data and our current capital
markets outlook.
Distribution Channels
We market our services through several distribution channels to optimize the reach of our investment advisory
and trust services. These channels enable us to leverage distribution infrastructures and capabilities of other financial services
firms and intermediaries while focusing on our core competency of developing and managing investment strategies.
Institutional
In our institutional channel, we market our investment strategies through institutional investment consultants,
financial intermediaries, managed accounts programs and directly to institutional investors. Institutional investment consultants
serve as gatekeepers to the majority of corporate retirement plans, public retirement plans, endowments and foundations, which
represent Westwood’s primary institutional target markets. Consultants provide guidance to their clients in setting asset
allocation strategies, as well as creating investment policies. Consultants also make recommendations for investment firms they
believe can best meet their client’s investment objectives. We have established strong relationships with many global, national
and regional investment consulting firms, which collectively have contributed to our being considered and hired by their
clients. Continuing to enhance existing consulting firm relationships, as well as forging new relationships, increases the
awareness of our services in both the consultant community and within their institutional client base.
Marketing our investment strategies to financial intermediaries, via subadvisory relationships, allows us to extend
the reach of our investment advisory services to clients of other investment companies with broad, established distribution
capabilities. In subadvisory arrangements, our client is generally the investment company through which our services are
offered to investors, typically via mutual fund offerings. The investment company that sponsors the mutual fund is responsible
for appropriate marketing, distribution and operational and accounting activities.
Managed accounts are similar in some respects to subadvisory relationships in that a third-party financial
institution, such as a brokerage firm or turnkey asset management program provider, handles distribution to the end client. The
end client in a managed account is typically a high net worth individual or small institution. In these arrangements, the third-
party financial institution is responsible to the end client for client service, operations and accounting.
We also market our investment strategies directly to pension funds, endowments, foundations and other
institutional investors.
Mutual Funds
In our mutual funds channel, we market our registered mutual funds, the Westwood Funds®, to institutional
investment consultants, financial intermediaries, registered investment advisors, select broker-dealers and fund supermarkets.
By leveraging our existing relationships with institutional investment consulting firms we are able to participate when their
defined contribution and other retirement plan clients require a mutual fund vehicle. We also seek relationships with financial
intermediaries that manage discretionary fund models in order to have our funds placed in such models. Our wholesaling group
markets our funds directly to registered investment advisors, select broker-dealers and mutual fund supermarkets.
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Private Wealth
In our private wealth channel, we generate awareness of our trust fiduciary and investment services through
investment consultants, centers of influence, community involvement and targeted direct marketing to high net worth
individuals, families and small to medium-sized institutions. A significant portion of our new asset growth has been generated
by referrals from existing clients.
Growth Strategy
We believe that we have established a strong platform to support future growth, deriving our strength in large part
from the experience and capabilities of our management team and skilled investment professionals. We believe that this
focused, stable team has contributed significantly to our solid investment performance, superior client service and a growing
array of investment strategies. We believe that opportunities for future growth may come from our ability to:
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generate growth from new and existing clients and consultant relationships;
attract and retain key employees;
grow assets in our existing investment strategies;
foster continued growth of the Westwood Trust platform;
expand distribution via mutual funds;
seek strategic corporate development opportunities;
pursue opportunities internationally through targeted sales and relationships with international distributors and
institutional investors;
continue to strengthen our brand name; and
develop or acquire new investment strategies.
Generate growth from new and existing clients and consultant relationships. As our primary business objective,
we intend to maintain and enhance existing relationships with clients and investment consultants by providing solid investment
performance and attentive client service. We also intend to pursue growth via targeted sales and marketing efforts that
emphasize our investment philosophy, performance and superior client service. New institutional client accounts are sourced
from either investment consultants or from our direct sales efforts with institutional investors. We believe that the in-depth
knowledge of our firm, our people and our processes embedded in our consultant relationships, as well as in existing and
prospective client relationships, is a key factor when being considered for new client investment mandates.
Attract and retain key employees. To achieve our investment performance and client relationship objectives, we
must be able to attract and retain talented professionals. We believe that we have created a workplace environment in which
motivated, performance-driven, and client-oriented individuals can thrive. As a public company, we offer our employees a
compensation program that includes strong equity incentives to closely align their success with that of our clients and
stockholders. We believe that these factors are critical to maintaining a stable, client-focused environment that can support
significant future growth.
Grow assets in our existing investment strategies. We have significant capacity for additional assets across our
existing range of investment strategies, which we have continued to expand. We have developed a range of approximately 20
institutional investment strategies by building on the core competencies of our U.S. Value team, which has now been in place
for over 30 years, as well as via the addition of new investment teams. In 2012, we initiated our Global and Emerging Markets
Equity Team, thereby adding five new equity strategies that focus on emerging and global markets: Emerging Markets,
Emerging Markets Plus, Emerging Markets SMid, Global Equity and Global Dividend. Our emerging markets strategies have
experienced strong investor demand, and we believe they provide additional growth opportunities. In 2014, we established the
Westwood Global Convertible Securities Team, which manages two strategies - a long-only strategy, Global Convertibles
Securities, and a market neutral strategy, Market Neutral Income. Our U.S. Value Team has launched four new strategies since
2014 - Concentrated LargeCap Value, Concentrated AllCap Value, MLP Opportunities and MLP & Strategic Energy - and in
2015 we launched our second Multi-Asset strategy, Worldwide Income Opportunity, a global version of our very successful
Income Opportunity strategy. These recently launched offerings, in combination with our range of seasoned investment
strategies, provide significant capacity to grow assets under management. We have the team in place to support these
investment strategies and, with continuing strong investment performance, we believe that demand for these strategies can
provide meaningful growth for our assets under management.
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Foster continued growth of the Westwood Trust platform. Westwood Trust has experienced solid growth in
serving small to medium-sized institutions as well as high net worth individuals and families. We anticipate continued interest
from clients and prospects in our diversified, highly attentive service model. A significant percentage of new asset growth at
Westwood Trust stems from referrals, as well as gathering additional assets from existing clients. We believe that our Enhanced
Balanced® strategy, which offers diversified exposure to multiple asset classes in a tax-efficient, comprehensive manner, along
with our separately managed portfolios, provide good opportunities for growth.
Foster expanded distribution via mutual funds. We have fifteen funds in the Westwood Funds® family:
Westwood SMidCap (WHGMX), Westwood Income Opportunity (WHGIX), Westwood LargeCap Value (WHGLX),
Westwood SmallCap Value (WHGSX), Westwood Dividend Growth (WHGDX), Westwood SMidCap Plus+
(WHGPX),Westwood Strategic Global Convertibles (WSGCX), Westwood Market Neutral Income (WMNIX), Westwood
Worldwide Income Opportunity (WWIOX), Westwood MLP & Strategic Energy (WMLPX), Westwood Emerging Markets
(WWEMX), Westwood Global Equity (WWGEX), Westwood Global Dividend (WWGDX), Westwood Short Duration High
Yield (WHGHX) and Westwood Opportunistic High Yield (WWHYX). We believe that providing investors access to our
mutual funds is a key component to achieving asset growth in the defined contribution and retirement marketplaces as well as
with registered investment advisors. With the exception of Westwood Short Duration High Yield and Westwood Opportunistic
High Yield, both of which are subadvised by SKY Harbor Capital Management, LLC, the Westwood Funds® generally mirror
our institutional strategies. All funds offer capped expense ratios and are available in an institutional share class. We also offer
Class A shares for Westwood LargeCap Value (WWLAX), Westwood Income Opportunity (WWIAX), Westwood Emerging
Markets (WWEAX) and Westwood Short Duration High Yield (WSDAX) in order to target No Transaction Fee (NTF) mutual
fund supermarket platforms and the broker/dealer marketplace. Westwood Market Neutral Income (WMNUX) and Westwood
Opportunistic High Yield (WHYUX) offer an Ultra share class generally only available to institutional investors who purchase
the fund directly and for which no shareholder servicing fees are paid.
Pursue strategic corporate development opportunities. We evaluate strategic corporate development opportunities
to augment organic growth. We may pursue various transactions, including acquisitions of asset management firms, mutual
funds or private wealth firms, as well as hiring investment professionals or teams. We consider opportunities to enhance our
existing operations, expand our range of investment strategies and services or further develop our distribution capabilities. By
acquiring investment firms or by hiring investment professionals or teams that successfully manage investment strategies
beyond our current expertise, we can both attract new clients and provide existing clients with an even more diversified range
of investment strategies. We may also consider forging alliances with other financial services firms to leverage our core
competency of developing superior investment strategies with alliance partners that can provide enhanced distribution
capabilities or additional service offerings. In October 2014, we hired our Global Convertible Securities Team to manage a new,
convertible securities strategy, and in April 2015, we acquired Woodway to grow our private-wealth business.
Pursue opportunities internationally through targeted sales and relationships with international distributors and
institutional investors. In recent years we have increased our sales efforts outside of the U.S. As of December 31, 2015, non-
U.S. clients represented 18% of our assets under management compared with 5% as of December 31, 2011. The growth in our
non-U.S. client base has primarily been a function of the broadening of our range of investment strategies to include Emerging
Markets equity and Global Convertible Securities. In addition, we established a UCITS platform in 2012 and now offer three
sub-funds under the UCITS umbrella for non-U.S. investors. We intend to continue our sales efforts outside of the U.S. We
may consider forging alliances with international financial services firms or partners to obtain enhanced distribution
capabilities and greater access to global customers. We may also target institutional investors in specific non-U.S. markets
including Canada, the United Kingdom, Australia, Switzerland, Scandinavia and the Netherlands.
Continue to strengthen our brand name. We believe that the strength of our brand name has been a key
component to our long-term success in the investment industry and will be instrumental to our future success. We have
developed our strong brand name largely through excellent performance coupled with high profile coverage in investment
publications and electronic media. Several of our investment professionals have been visible in print and electronic media, and
we will continue to look for creative ways to strengthen our brand name and reputation in our target markets.
Develop or acquire new investment strategies. We continue to look for opportunities to expand the range of
investment strategies that we offer to existing and prospective clients. We may consider internally-developed strategies that
extend our existing investment process to new markets and may also consider externally acquired investment strategies. An
expanded range of investment strategies offers additional ways to serve our client base, generating more diversified revenue
streams, as well as asset and revenue growth opportunities.
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Competition
We are subject to substantial and growing competition in all aspects of our business. Barriers to entry in the asset
management business are relatively low, and we expect to face a growing number of competitors. Although no one company
dominates the asset management industry, many companies are larger, better known and have greater resources than us.
Further, we compete with other asset management firms on the basis of investment strategies offered, their
investment performance both in absolute terms and relative to peer groups, quality of service, fees charged, the level and type
of compensation offered to key employees, and the manner in which investment strategies are marketed. Many of our
competitors offer more investment strategies and services and have substantially greater assets under management.
We compete against numerous investment dealers, banks, insurance companies, mutual fund companies,
exchange-traded funds, brokerage and investment firms, and others that sell equity funds, taxable income funds, tax-free
investments and other investment products. In addition, the allocation of assets by many investors from active equity
investment to index funds, fixed income or similar asset classes has enhanced the ability of firms offering non-equity asset
classes and passive equity management to compete effectively with us. In summary, our competitive landscape is intense and
dynamic, and we may not be able to compete successfully in the future as an independent company.
Additionally, most prospective clients perform a thorough review of an investment manager’s background,
investment policies and performance before committing assets to that manager. In many cases, prospective clients invite a
number of competing firms to make presentations. The process of obtaining a new client typically takes twelve to eighteen
months from the time of the initial contact. While we have achieved success in competing for new clients, it is a process to
which we dedicate significant resources over an extended period, with no certainty of winning.
Regulation
Westwood Management
Virtually all aspects of our business are subject to federal and state laws and regulations. These laws and
regulations are primarily intended to protect investment advisory clients. Under such laws and regulations, agencies that
regulate investment advisers have broad administrative powers, including the power to limit, restrict or prohibit advisers from
carrying on their business if they fail to comply with such laws and regulations. Possible sanctions include suspension of
individual employees, limitations on engaging in certain lines of business for specified periods of time, revocation of
investment adviser and other registrations, censures and fines. We believe that we are in substantial compliance with all
material laws and regulations.
Our business is subject to regulation at federal and state levels by the SEC and other regulatory bodies. Westwood
Management Corp. and Westwood Advisors, LLC are registered with the SEC under the Investment Advisers Act of 1940 (the
“Investment Advisers Act”) and under the laws of various states. As registered investment advisers, Westwood Management
Corp. and Westwood Advisors, LLC are regulated and subject to examination by the SEC. The Investment Advisers Act
imposes numerous obligations on registered investment advisers, including fiduciary duties, record keeping operational and
marketing requirements and disclosure obligations. Westwood Management Corp. also acts as adviser to the Westwood
Funds®, a family of mutual funds registered with the SEC under the Investment Company Act of 1940 (the "Investment
Company Act"). As an adviser to a registered investment company, Westwood Management Corp. must comply with the
Investment Company Act and related regulations. The Investment Company Act imposes numerous obligations on registered
investment companies, including requirements relating to operations, fees charged, sales, accounting, record keeping,
disclosure, governance and restrictions on transactions with affiliates. Under SEC rules and regulations promulgated pursuant
to the federal securities laws, we are subject to periodic SEC examinations. The SEC can institute proceedings and impose
sanctions for violations of the Investment Advisers Act and the Investment Company Act, ranging from censure to termination
of an investment adviser’s registration. The failure of Westwood Management Corp. and Westwood Advisors, LLC to comply
with SEC requirements could have a material adverse effect on Westwood. We must also comply with anti-money laundering
laws and regulations, including the USA PATRIOT Act of 2001, as subsequently amended and reauthorized. We believe that we
are in substantial compliance with the regulations under the Investment Advisers Act, the Investment Company Act and the
USA PATRIOT Act of 2001.
As an investment adviser, we have a fiduciary duty to our clients. The SEC has interpreted that duty to impose
standards, requirements and limitations on, among other things: trading of client accounts, allocations of investment
opportunities among clients, use of soft dollars, execution of transactions and recommendations to clients. We manage accounts
for our clients with the authority to buy and sell securities, select broker-dealers to execute trades and negotiate brokerage
commission rates. We receive soft dollar credits from certain broker-dealers that reduce certain operating expenses and cash
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payments to these broker-dealers. Our soft dollar arrangements are intended to be within the safe harbor provided by Section 28
(e) of the Exchange Act. If our ability to use soft dollars were reduced or eliminated as a result of the implementation of
statutory amendments or new regulations, our operating expenses would increase.
Westwood Trust
Westwood Trust operates in a highly regulated environment and is subject to extensive supervision and
examination. As a Texas chartered trust company, Westwood Trust is subject to the Texas Finance Code (the “Finance Code”),
the rules and regulations promulgated under the Finance Code and supervision by the Texas Department of Banking. These
laws are intended primarily for the protection of Westwood Trust’s clients and creditors rather than for the benefit of investors.
The Finance Code provides for and regulates a variety of matters, such as:
• minimum capital maintenance requirements;
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restrictions on dividends;
restrictions on investments of restricted capital;
lending and borrowing limitations;
prohibitions against engaging in certain activities;
periodic fiduciary and information technology examinations by the Texas Department of Banking Commissioner;
furnishing periodic financial statements to the Texas Department of Banking Commissioner;
fiduciary record keeping requirements; and
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).
The Finance Code also gives the Banking Commissioner broad regulatory powers (including penalties and civil
and administrative actions) if the trust company violates certain provisions of the Finance Code, including implementing
conservatorship or closure if Westwood Trust is determined to be in a “hazardous condition” (as defined by applicable law).
Westwood Trust’s failure to comply with the Finance Code could have a material adverse effect on Westwood.
Westwood Trust is limited by the Finance Code in the payment of dividends to undivided profits, which is
described as that part of equity capital equal to the balance of net profits, income, gains, and losses since formation minus
subsequent distributions to stockholders and transfers to surplus or capital under share dividends or appropriate board
resolutions. At the discretion of its Board of Directors, Westwood Trust has made quarterly and special dividend payments to
Westwood Holdings Group, Inc. out of undivided profits.
Westwood International
Westwood International is registered with both the Ontario Securities Commission (“OSC”) and the Autorité des
marchés financiers (“AMF”) in Québec.
The OSC is an independent Crown corporation responsible for regulating the capital markets in Ontario. Its
statutory mandate is to provide protection to investors from unfair, improper or fraudulent practices and to foster fair and
efficient capital markets and confidence in capital markets. The OSC has rule making and enforcement powers to help
safeguard investors, deter misconduct and regulate participants involved in capital markets in Ontario. It regulates firms and
individuals that sell securities and provide advice in Ontario, and also regulates public companies, investment funds and
marketplaces, such as the Toronto Stock Exchange. The OSC’s powers are granted under the Securities Act (Ontario) the
Commodity Futures Act (Ontario) and certain provisions of the Business Corporations Act. It operates independently from the
government and is funded by fees charged to market participants. The OSC is accountable to the Ontario Legislature through
the Minister of Finance.
The AMF is the entity mandated by the government of Québec to regulate the province’s financial markets and
provide assistance to consumers of financial products and services. Established on February 1, 2004 under an Act regarding the
Autorité des marchés financiers , the AMF integrates the regulation of the Québec financial sector, notably in the areas of
insurance, securities, deposit institutions (other than banks) and the distribution of financial products and services. Specifically,
the AMF’s mission is to:
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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;
supervise stock market and clearing house activities and monitor the securities market;
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
implement protection and compensation programs for consumers of financial products and services, and
administer compensation funds set up by law.
Westwood International has entered into a MOU with Westwood Management pursuant to which Westwood
International is considered a “participating affiliate” of Westwood Management. Subject to certain conditions, the SEC staff
allows U.S. registered investment advisers to use portfolio management or research resources of advisory participating
affiliates subject to the supervision of a registered adviser. Pursuant to the MOU, Westwood International professionals can
provide advisory and subadvisory services to U.S clients subject to SEC rules and regulations and under the supervision of
Westwood Management.
Employee Retirement Income Security Act of 1974
We are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and to its
related regulations insofar as we are a “fiduciary” under ERISA with respect to some clients. ERISA and applicable provisions
of the Internal Revenue Code impose certain duties on fiduciaries under ERISA or on entities that provide services to ERISA
plan clients and prohibit certain transactions involving ERISA plan clients. Our failure to comply with these requirements could
have a material adverse effect.
Employees
At December 31, 2015, we had 168 full-time employees (153 based in the United States and 15 based in Canada).
No employees are represented by a labor union, and we believe our employee relations to be good.
Segment Information
For information about our operating segments, Advisory and Trust, please see Note 14 to the consolidated
financial statements accompanying this Report.
Item 1A. Risk Factors.
We believe these represent the material risks currently facing our business. Our business, financial condition or
results of operations could be materially adversely affected by these risks. The trading price of our common stock could decline
due to any of these risks, and you may lose all or part of your investment. You should carefully consider the risks described
below before making an investment decision. You should also refer to the other information included or incorporated by
reference in this Report, including our financial statements and related notes.
Risks Related to the Investment Industry
Our results of operations depend upon the market value and composition of assets under management,
which can fluctuate significantly based on various factors, some of which are beyond our control.
Our revenues are primarily generated from fees derived as a percentage of assets under management (“AUM”).
The value of our AUM can be negatively impacted by several factors, including:
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• 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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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.
Our business is subject to extensive regulation with attendant compliance costs and serious consequences
for violations; expansion into international markets and introduction of new products and services increases our
regulatory and operational risks.
Virtually all aspects of our business are subject to laws and regulations, including the Investment Advisers Act,
the Investment Company Act, the USA Patriot Act of 2001, the Finance Code and anti-money laundering laws. These laws and
regulations generally grant regulatory agencies broad administrative powers, including the power to limit or restrict us from
operating our business, as well as powers to place us under conservatorship or closure if we fail to comply with such laws and
regulations. Violations of such laws or regulations could subject us or our employees to disciplinary proceedings and civil or
criminal liability, including revocation of licenses, censures, fines or temporary suspensions, permanent barring from the
conduct of business, conservatorship, or closure. Any such proceeding or liability could have a material adverse effect upon our
business, financial condition, results of operations and business prospects.
In addition, the regulatory environment in which we operate is subject to change. We may be adversely affected
as a result of new or revised legislation or regulations or by changes in the interpretation or enforcement of existing laws and
regulations. In recent years, regulators have increased their oversight of the financial services industry. Some regulations are
focused directly on the investment management industry, while others are more broadly focused but affect our industry as well.
The Dodd-Frank Act of 2010 significantly increased and revised the federal rules and regulations governing the financial
services industry and, in addition to other regulations, has generally resulted in increased compliance and administrative
requirements. For example, the SEC’s adoption of Form PF and revisions to Form ADV impose additional reporting
requirements for SEC-registered investment advisors. Additionally, ERISA Section 408(b)(2) and related regulations require
additional information to be provided to ERISA-governed retirement plans. While we believe that changes in laws, rules and
regulations, including those discussed above, have increased our administrative and compliance costs, we are unable to
quantify the increased costs attributable to such changes. See “Item 1. Business — Regulation.”
Recently, we have expanded our product offerings, vehicles offered and international business activities with
strategies in global and emerging markets, global multi-asset and global convertible securities. Additionally, our client base
continues to expand internationally. As of December 31, 2015, approximately 18% of our AUM is managed for clients who are
domiciled outside the United States. As a result, we face increased operational, regulatory, compliance, reputation and foreign
exchange rate risks. In particular, rapid regulatory change is occurring internationally with respect to financial institutions,
including, but not limited to, anticipated revisions to the European Communities (Undertakings for Collective Investment in
Transferable Securities) Regulations 2011. The failure of our compliance and internal control systems to properly identify and
mitigate such additional risks, or of our operating infrastructure to support international activities, could result in operational
failures and actions by regulatory agencies, which could have a material adverse effect on our business.
We devote considerable time and resources to both domestic and international compliance; however, we may fail
to timely and properly identify regulatory requirements or modify our compliance procedures for changes in our regulatory
environment, which may subject us to legal proceedings, domestic and foreign government investigations, penalties and fines.
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The investment management and private wealth industry is highly competitive and innovative.
The investment management and private wealth industry is highly competitive, with competition based on a
variety of factors, including investment performance, fee rates, continuity of investment professionals and client relationships,
the quality of services provided to clients, corporate positioning and business reputation and differentiated products. A number
of factors increase our competitive risks, including the following:
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Potential competitors have a relatively low cost of entering the investment management industry.
• Many competitors have greater financial, technical, marketing and other resources, more comprehensive name
recognition and more personnel than we do.
• 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.
• The enhanced ability for firms offering passive management to effectively compete with us.
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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.
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affected.
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.
If we are unable to compete effectively, our earnings could be reduced and our business could be adversely
Westwood invests in the securities of non-U.S. companies, which involve foreign currency exchange, tax,
political, social and economic uncertainties and risks.
As of December 31, 2015, approximately 16% of our assets under management were invested in strategies
offering access to global and emerging markets with significant exposure to non-U.S. companies. Fluctuations in foreign
currency exchange rates could negatively affect the returns of clients invested in these strategies. Investments in non-U.S.
issuers may also be affected by tax positions taken in countries or regions in which we are invested as well as political, social
and economic uncertainty, including, for example, the broad decline in global economic conditions that began in 2015. Many
financial markets are less developed or efficient than U.S. financial markets and therefore may have limited liquidity and higher
price volatility, and may lack an established regulatory framework. Liquidity may be adversely affected by political or
economic events, government policies, and social or civil unrest within a particular country. These risks, among others, could
adversely affect the performance of our strategies invested in securities of non-U.S. issuers and may be particularly acute in the
emerging or less developed markets in which we invest. As a result, we may be unable to attract or retain client investments in
these strategies or assets invested in these strategies may experience significant declines in value, and our results of operations
may be negatively affected.
Due to the substantial cost and time required to introduce new investment strategies, we may not be able to
successfully introduce new investment strategies in a timely manner, or at all.
We have incurred significant costs to develop new investment strategies, launch new mutual funds under the
Westwood Funds® name, launch UCITS funds and upgrade our business infrastructure. We expect to continue to incur
significant costs related to such improvements.
The development of new investment strategies, whether through acquisition or internal development, requires a
substantial amount of time and significant financial resources, including expenses related to compensation, sales and
marketing, information technology, legal counsel and other professional services. Our ability to market and sell a new
investment strategy depends on our financial resources, the investment performance of the specific strategy, the timing of the
offering and our marketing strategies. Once an investment strategy is developed, we must effectively introduce the strategy to
existing and prospective clients. Our ability to sell new investment strategies to existing and prospective clients depends on our
ability to meet or exceed the performance of our competitors offering the same or a similar strategy. We may not be able to
manage the assets within a given investment strategy profitably, and it may take years before we produce the level of results
that will attract clients. If we are unable to realize the benefits of the costs and expenses incurred in developing new investment
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strategies, we may experience losses as a result of our management of these investment strategies, and our ability to introduce
further new investment strategies and compete in our industry may be hampered.
To introduce new investment strategies, we may also seek to add new investment teams. To the extent we are
unable to recruit and retain investment teams that will complement our existing business model, we may not be successful in
further diversifying and increasing our investment strategies and client assets, which could have a material adverse effect on
our business and future prospects. The addition of a new team using an investment strategy with which we may have limited or
no experience could strain our operational resources and increase the possibility of operational error. If any such new teams or
strategies perform poorly and fail to attract sufficient assets, our results of operations and reputation will be adversely affected.
Risks Related to our Business
Acquisitions involve inherent risks that could compromise the success of the combined business and dilute
the holdings of current stockholders.
As part of our long-term business strategy, we may pursue corporate development transactions including the
acquisition of asset management firms, mutual funds, private wealth firms, investment professionals or teams. See “Item 1.
Business — Growth Strategy.” If we are incorrect when assessing the value, strengths, weaknesses, liabilities and potential
profitability of such transactions, or if we fail to adequately integrate the acquired businesses or individuals, the success of the
combined business could be compromised. Business acquisitions are subject to the risks commonly associated with such
transactions including, among others, potential exposure to unknown liabilities of acquired companies and to acquisition costs
and expenses, the difficulty and expense of integrating the operations and personnel of the acquired companies, potential
disruptions to the business of the combined company and potential diversion of management’s time and attention, the
impairment of relationships with and the possible loss of key employees and clients as a result of changes in management,
potential litigation or other legal risks, potential write-downs related to goodwill impairments in connection with acquisitions,
and dilution to the stockholders of the combined company if the acquisition is made for stock of the combined company. In
addition, investment strategies, technologies or businesses of acquired companies may not be effectively assimilated into our
business or may have a negative effect on the combined company’s revenues or earnings. The combined company may also
incur significant expenses to complete acquisitions and support acquired investment strategies and businesses. Further, any
such acquisitions may be funded with cash, debt or equity, which could dilute the holdings or limit the rights of stockholders.
Finally, we may not be successful in identifying attractive acquisition candidates or completing acquisitions on favorable terms.
The Woodway acquisition is subject to risks and uncertainties, including the successful integration of
Woodway's business and personnel. We may not realize the anticipated benefits of the Woodway acquisition.
On April 1, 2015, we completed the acquisition of Woodway via the merger of Woodway into our wholly-owned
subsidiary, Westwood Trust. The acquisition may not yield the forecasted benefits due to a variety of factors. Woodway may
have unanticipated liabilities, for which we cannot be fully indemnified under the Merger Agreement. We may not be able to
maintain or increase the levels of revenue, earnings and operating efficiency, or the client relationships, that Woodway achieved
prior to the acquisition. The success of the Woodway acquisition will depend, in part, on our ability to realize the anticipated
synergies and other benefits from continuing to integrate Woodway’s business with our existing businesses. The integration
process may be complex, costly and time-consuming. If we experience difficulties, delays or unexpected costs with the
integration process or if the Woodway business deteriorates, the anticipated cost savings, growth opportunities and other
synergies of the Woodway acquisition may not be realized fully, or realized at all, or may take longer to realize than
expected. Additionally, because we are issuing shares of Westwood common stock as consideration in the acquisition, the
transaction will have the effect of diluting the holdings of our existing stockholders.
If any of the above risks occur, our business, financial condition, results of operations and cash flows may be
materially and adversely impacted, and our stock price may decline as a result. For further information on our acquisition of
Woodway, see Note 5 “Acquisitions, Goodwill and Intangible Assets” to our consolidated financial statements.
Our business involves risks of being engaged in litigation and liability that could increase our expenses and
reduce our results of operations.
Many aspects of our business involve substantial risks of liability. We could be named as defendants or co-
defendants in lawsuits or could be involved in disputes that involve the threat of lawsuits seeking substantial damages. As an
SEC-registered adviser, mutual fund adviser and publicly traded entity, we are subject to governmental and self-regulatory
organization examinations, investigations and proceedings. Similarly, the investment strategies that we manage could be
subject to actual or threatened lawsuits and governmental and self-regulatory organization investigations and proceedings, any
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of which could harm the investment returns or reputation of the applicable fund or result in our being liable for any resulting
damages. There has been an increased incidence of litigation and regulatory investigations in the asset management industry in
recent years, including customer claims, as well as class action suits seeking substantial damages. While customers do not have
legal recourse against us solely on the basis of poor investment results, if our investment strategies perform poorly, we are more
likely to become subject to litigation brought by dissatisfied clients. In addition, to the extent customers are successful in
claiming that their losses resulted from fraud, negligence, willful misconduct, breach of contract or other similar misconduct,
these clients may have remedies against us, the mutual funds and other funds we advise or our investment professionals under
the federal securities laws or state law. See the discussion of our current legal proceedings in Item 3. “Legal Proceedings”.
Misuse of assets and information in the possession of our employees could damage our reputation and
result in costly litigation and liability for our clients and us.
Our employees handle significant amounts of assets along with financial and personal information for our clients.
Our employees could misuse or improperly disclose such information, which could harm our reputation. We have implemented
a system of controls to minimize the risk of fraudulent use of assets and information; however, our controls may be insufficient
to prevent fraudulent actions by employees. If our controls are ineffective, we could be subject to costly litigation, which could
consume financial resources, distract management, damage our reputation and result in regulatory sanctions. Such fraudulent
actions could also adversely affect clients, causing them to seek redress.
Our success depends on certain key employees and our ability to attract and develop new, talented
professionals. Our inability to attract and retain key employees could compromise our future success.
Our future success depends upon our ability to attract and retain professional and executive employees, including
investment, marketing, client service and management personnel. There is substantial competition for skilled personnel within
the asset management business, and the failure to attract, develop, retain and motivate qualified personnel could negatively
impact our business, financial condition, results of operations and future prospects. Only a limited number of our employees,
including our Chief Executive Officer, Chief Investment Officer and certain investment employees, have employment
contracts. Certain key employees do not have employment contracts and generally can terminate their employment at any time.
In order to retain or replace our key personnel, we may be required to increase compensation, which would decrease net
income. Additionally, investment and sales professionals often maintain strong relationships with their clients, and their
departure may cause us to lose client accounts, which could have a material impact on our revenues and results of operations.
Damage to our reputation could harm our business and have a material adverse effect on our results of
operations.
Our brand is a valuable intangible asset that could be vulnerable to threats that can be difficult or impossible to
anticipate or control. Regulatory inquiries and rumors could damage our reputation, even if they are unfounded or satisfactorily
addressed. Damage to our brand could impede our ability to attract and retain customers and key employees, and could reduce
our assets under management, which would have a material adverse effect on our results of operations.
Failure to properly address conflicts of interest could harm our reputation or cause clients to withdraw
funds, each of which could adversely affect our business and results of operations.
The SEC and other regulators have increased their scrutiny of potential conflicts of interest, and we have
implemented procedures and controls that we believe are reasonably designed to address these issues. However, appropriately
dealing with conflicts of interest is complex and if we fail, or appear to fail, to deal appropriately with conflicts of interest, we
could face reputational damage, litigation or regulatory proceedings, any of which may adversely affect our results of
operations.
In addition, as we expand the scope of our business and our client base, we must continue to monitor and address
any potential new conflicts between the interests of our stockholders and those of our clients. Our clients may withdraw funds
if they perceive conflicts of interest between the investment decisions we make for strategies in which they have invested and
our obligations to our stockholders. For example, we may limit the growth of assets in or close strategies or otherwise take
action to slow the flow of assets when we believe it is in the best interest of our clients, even though our assets under
management and investment management fees may be negatively impacted. Similarly, we may establish or add new investment
teams or expand operations into other geographic areas or jurisdictions if we believe such actions are in the best interest of our
clients, even though our results of operations may be adversely affected in the short term. Although we believe such actions
enable us to retain client assets and maintain our profit margins, if clients perceive a change in our investment or operational
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decisions favors a strategy to maximize short term results, they may withdraw funds, which could adversely affect our revenues
and results of operations.
Our business is vulnerable to systems failures that could have a material adverse effect on our business,
financial condition and results of operations.
Any delays or inaccuracies in securities pricing information or information processing could give rise to claims
that could have a material adverse effect on our business, financial condition and results of operations. We are highly dependent
on communications and information systems and on third-party vendors for securities pricing information and updates from
certain software. We may suffer a systems failure or interruption, whether caused by an earthquake, fire, other natural disaster,
power or telecommunications failure, unauthorized access, act of God, act of war, or otherwise, and our back-up procedures
and capabilities may be inadequate to eliminate the risk of extended interruptions in operations.
Failure to implement and maintain effective cyber security controls could disrupt our operations and have
a material adverse effect on our results of operations and stock price.
Our business is dependent on information technology systems and the cyber security controls we have in place to
protect those systems and the information contained therein. A failure of our controls to protect our information technology
from an external or internal attack or to prevent a breach of confidential client or competitive information could materially
interrupt our operations and expose us to regulatory and legal actions, which could have a material adverse effect on our
operating results, reputation and stock price.
Insurance coverage may be inadequate or not cover legal and regulatory proceedings.
We maintain insurance coverage in amounts and on terms we believe appropriate to cover legal and regulatory
matters; however, we can make no assurance that there will be adequate coverage or that a claim will be covered by our
insurance policies at all. Additionally, insurance premiums may rise for substantially the same coverage amounts and terms,
which will increase our expenses and reduce our net income.
Various factors may hinder the declaration and payment of dividends.
We have historically paid a quarterly dividend. However, payment of future dividends is subject to the discretion
of our Board of Directors, and various factors may prevent us from paying dividends. Such factors include our financial
position, capital requirements and liquidity, stock repurchase plans, state corporate and banking law restrictions, results of
operations and such other factors as our Board of Directors may consider relevant. In addition, as a holding company, our
ability to pay dividends is dependent on the dividends and income we receive from our subsidiaries. Currently, our primary
source of cash consists of dividends from Westwood Management or Westwood Trust. The payment of dividends by Westwood
Trust is subject to the discretion of its Board of Directors and compliance with applicable laws, including, in particular, the
provisions of the Finance Code applicable to Westwood Trust. See “Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations.”
We may not be able to fund future capital requirements on favorable terms, if at all.
We cannot be certain that financing to fund our working capital or other cash requirements, if needed, will be
available on favorable terms, if at all. Our capital requirements may vary greatly from quarter to quarter depending on, among
other things, capital expenditures, fluctuations in our operating results and financing activities. If future financing becomes
necessary, we may or may not be able to obtain financing on favorable terms, if at all. Further, any future equity financings
could dilute the relative percentage ownership of then existing common stockholders and any future debt financings could
involve restrictive covenants that limit our ability to take certain actions.
Failure to maintain effective internal controls could have a material adverse effect on our business and
stock price.
Effective internal controls are necessary to provide reliable financial reports. If we cannot provide reliable
financial reports, our brand and operating results could be harmed. All internal control systems, no matter how well designed,
have inherent limitations and even systems determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.
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We cannot be certain that the measures we take to evaluate and improve our internal controls will ensure that we
implement and maintain adequate controls over our financial processes and reporting. Any failure to implement required new
or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to
meet our reporting obligations. If we fail to maintain the adequacy of our internal controls, as such standards are modified,
supplemented or amended, we may not be able to ensure that we can conclude that we have effective internal control over
financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. Failure to achieve and maintain an
effective internal control environment could cause investors to lose confidence in our reported financial information, which
could have a material adverse effect on our stock price.
Our stock is thinly traded and may be subject to volatility.
Although our common stock is traded on the New York Stock Exchange, it may remain relatively illiquid, or
“thinly traded,” which can increase share price volatility and make it difficult for larger investors to buy or sell shares in the
public market without affecting the quoted share price. Investors may be unable to buy or sell a certain quantity of our shares in
the public market within one or more trading days. If limited trading in our stock continues, it may be difficult for holders to
sell their shares in the public market at any given time at prevailing prices.
The prevailing market price of our common stock may fluctuate significantly in response to a number of factors,
some of which are beyond our control, including (among other factors): actual or anticipated fluctuations in operating results;
changes in market valuations of other similarly situated companies; additions or departures of key personnel; future sales of
common stock; deviations in net revenues or in losses from levels expected by the investment community; and trading volume
fluctuations.
Our organizational documents contain provisions that may prevent or deter another group from paying a
premium over the market price to our stockholders to acquire our stock.
Our organizational documents contain provisions that require a vote of two-thirds of the shares of stock entitled to
vote to remove directors for cause, establish that stockholders cannot act by written consent, and that authorize our Board of
Directors to issue, without shareholder approval, blank check preferred stock. In addition, as a Delaware corporation, we are
subject to Section 203 of the Delaware General Corporation Law relating to business combinations. These provisions could
delay, deter or prevent a merger, consolidation, tender offer or other business combination or change of control involving us
that could include a premium over the market price of our common stock that some or a majority of our stockholders might
consider to be in their best interests.
We are a holding company dependent on the operations and funds of our subsidiaries.
We are a holding company, with no revenue-generating operations and no assets other than our ownership
interests in Westwood Management, Westwood Trust and Westwood International. Accordingly, we are dependent on the cash
flow generated by these operating subsidiaries and rely on dividends or other intercompany transfers from our operating
subsidiaries to generate the funds necessary to meet our obligations.
Risks Related to our Clients
Competitive fee pressures could reduce revenues and profit margins.
To the extent we have to compete on the basis of price, we may not be able to maintain our current fee structure.
Although our investment management fees vary from product to product, we have competed primarily on the performance of
our products and client service rather than on the level of our investment management fees relative to our competitors. In recent
years there has been a trend toward lower fees in the investment management industry. In order to maintain our fee structure in
a competitive environment, we must be able to continue to provide clients with investment returns and service levels that make
investors willing to pay our fees. We cannot be assured that we will succeed in providing investment returns and service levels
that will allow us to maintain our current fee structure. Fee reductions on existing or future new business could have an adverse
effect on our profit margins and results of operations.
In addition, we have performance fee agreements with a few clients, which pay us a fee if we outperform a
specified index over predetermined periods of time. We may not be able to outperform such indexes, and failure to do so would
cause us to earn none or only part of those potential revenues, which would have a material adverse effect on our revenues and
results of operations. Our revenues from performance-based fees could fluctuate significantly from one measurement period to
17
the next, depending on how we perform relative to the indexes specified in these agreements. For example, we earned
performance fees of $2.7 million in 2015, $3.8 million in 2014 and $2.6 million in 2013.
Our business is dependent on investment advisory, subadvisory and trust agreements that are subject to
termination or non-renewal. As a result, we could lose any of our clients on very short notice.
Substantially all of our revenues are derived pursuant to investment advisory, subadvisory and trust agreements
with our clients. Investors in funds that we advise or subadvise may redeem their investments at any time without prior notice,
thereby reducing our assets under management. These investors may redeem for any reason, including general financial market
conditions, our absolute or relative investment performance, or their own financial condition and requirements. In a declining
stock market, the pace of redemptions could accelerate. Redemption of a substantial amount of investments or a termination or
failure to renew a material number of these agreements would adversely affect our revenues and have a material adverse effect
on our earnings and financial condition.
A small number of clients account for a substantial portion of our business, and a reduction or loss of
business with any of these clients could have a material adverse effect on our business, financial condition and results of
operations.
Our ten largest clients accounted for over 20% of fee revenues for each of the years ended December 31, 2015,
2014 and 2013. We are dependent to a significant degree on our ability to maintain our relationships with these clients. There
can be no assurance that we will be successful in maintaining existing client relationships, securing additional clients or
achieving the superior investment performance necessary to earn performance-based advisory fees. Our failure to retain one or
more of these large clients or to establish profitable relationships with additional clients could have a material adverse effect on
our business, financial condition and results of operations.
Item 1B.
Unresolved Staff Comments.
None.
Item 2.
Properties.
Westwood, Westwood Management and Westwood Trust conduct their principal operations using approximately
40,000 square feet of leased office space in Dallas, Texas pursuant to a lease with an initial term that expires in 2026. In
addition, we lease approximately 8,000 square feet of office space in Houston, Texas pursuant to a lease with an initial term
that expires in December 2016, approximately 5,000 square feet of office space in Omaha, Nebraska pursuant to a lease with an
initial term that expires in July 2019 and approximately 2,000 square fee of office space in Framingham, Massachusetts
pursuant to a lease with an initial term that expires in April 2018. Westwood International conducts its principal operations
using approximately 6,000 square feet of office space in Toronto, Ontario pursuant to a lease with an initial term that expires in
May 2017. We continue to assess these facilities to ensure their adequacy to serve our anticipated business needs.
Item 3.
Legal Proceedings.
We are subject from time to time to certain claims and legal proceedings arising in the ordinary course of our
business.
On August 3, 2012, AGF Management Limited and AGF Investments Inc. (together “AGF”) filed a lawsuit in the
Ontario Superior Court of Justice against Westwood, certain Westwood employees and Warren International, LLC, an executive
recruiting firm. The action relates to the hiring of certain members of Westwood’s global and emerging markets investment
team previously employed by AGF. AGF is alleging that the former employees breached certain obligations when they resigned
from AGF, and that Westwood and Warren induced such breaches. AGF is seeking an unspecified amount of damages and
punitive damages of $10 million (CAD) in the lawsuit. On November 5, 2012, Westwood issued a response to AGF’s lawsuit
with a counterclaim against AGF for defamation. Westwood is seeking $1 million (CAD) in general damages, $10 million
(CAD) in special damages, $1 million (CAD) in punitive damages, and costs. On November 6, 2012, AGF filed a second
lawsuit against Westwood, Westwood Management and an employee of a Westwood subsidiary, alleging that the employee
made defamatory statements about AGF. In this second lawsuit, AGF is seeking $5 million (CAD) in general damages, $1
million (CAD) per defendant in punitive damages, unspecified special damages, interest and costs. The pleadings phase was
completed in 2013, and we are currently in the discovery phase.
While we intend to vigorously defend both actions and pursue the counterclaims, we are currently unable to
estimate the ultimate aggregate amount of monetary gain, loss or financial impact of these actions and counterclaims. We have
18
agreed with our Directors & Officers insurance provider that 50% of the defense costs related to both AGF claims, but not
including Westwood’s counterclaim against AGF, will be covered by insurance. Defending these actions and pursuing these
counterclaims may be expensive for us and time consuming for our personnel. While we do not currently believe these
proceedings will have a material impact, adverse resolution of these actions and counterclaims could have a material adverse
effect on our business, financial condition or results of operations.
Item 4.
Mine Safety Disclosures.
Not applicable.
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
Market Information
Our common stock trades on the New York Stock Exchange (the “NYSE”) under the symbol “WHG”. At
December 31, 2015, there were approximately 228 record holders of our common stock, although we believe that the number
of beneficial owners of our common stock is substantially greater. The table below presents the high and low closing prices for
our common stock, as reported by the NYSE for the periods indicated.
2015
2014
High
Low
High
Low
For the Quarter Ended:
March 31 ...........................................................................
June 30 ..............................................................................
September 30.....................................................................
December 31 .....................................................................
$
63.59
$
58.67
$
62.91
$
53.62
64.07
62.30
61.10
55.90
50.37
51.76
63.40
62.40
67.84
54.41
51.72
55.74
Dividends
We have declared a cash dividend on our common stock for each quarter since our common stock was first
publicly traded. The table below sets forth the dividends declared for the periods indicated.
First Quarter..................................................
Second Quarter .............................................
Third Quarter ................................................
Fourth Quarter ..............................................
$
2015
2014
$
0.50
0.50
0.50
0.57
0.44
0.44
0.44
0.50
In addition, on February 3, 2016 we declared a quarterly cash dividend of $0.57 per share on our common stock
payable on April 1, 2016 to stockholders of record on March 11, 2016. We intend to continue paying cash dividends in such
amounts as our Board of Directors may determine to be appropriate. Any future payments of cash dividends will be at the
discretion of the Board of Directors and subject to limitations under the Delaware General Corporation Law.
Westwood Holdings Group is the sole stockholder of Westwood Management, Westwood Trust and Westwood
International. Westwood Trust is limited under applicable Texas law in the payment of dividends to the amount of undivided
profits, which is defined as that part of equity capital equal to the balance of net profits, income, gains, and losses since its
formation minus subsequent distributions to stockholders and transfers to surplus or capital under share dividends or
appropriate Board of Directors’ resolutions.
19
Issuer Purchases of Equity Securities
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. As of December 31, 2015, there had been no
repurchases of our common stock under this plan, and $10 million remained available for repurchase.
Between January 1, 2016 and February 25, 2016, the Company repurchased 74,121 shares of our common stock
at an average price of $46.93, including commissions, under our share repurchase program.
EQUITY COMPENSATION PLAN INFORMATION
The following table gives information as of December 31, 2015 about shares of our common stock that may be
issued upon the exercise of options, warrants and rights under our Third Amended and Restated Westwood Holdings Group,
Inc. Stock Incentive Plan and the Share Award Plan of Westwood Holdings Group, Inc. for Service Provided in Canada to its
Subsidiaries, our only equity compensation plans in effect at that time. The material terms of this plan were approved by our
stockholders at our 2011 Annual Meeting and are discussed in Note 9 "Employee Benefits" of the financial statements included
in this Report.
Plan Category
Equity compensation plans approved by security
holders....................................................................
Equity compensation plans not approved by
security holders ......................................................
Total .......................................................................
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights (a)
Weighted- average
exercise price of
outstanding options,
warrants and rights (b)
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column
(a)) (c)
— $
—
— $
—
—
—
773,000 (1)
—
773,000
(1) Includes 679,000 shares available under our Third Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan and
94,000 shares available under the Share Award Plan of Westwood Holdings Group, Inc. for Service Provided in Canada to its Subsidiaries.
20
PERFORMANCE GRAPH
The following graph compares total stockholder returns of Westwood since December 31, 2010 with the total
return of the Russell 2000 Index and the SNL Asset Manager Index, a composite of 44 publicly traded asset management
companies.
Index
2010
2011
2012
2013
2014
2015
Westwood Holdings Group, Inc.................
$ 100.00
$
95.24
$ 110.93
$ 173.79
$ 179.01
$ 156.63
Russell 2000 Index.....................................
SNL Asset Manager Index.........................
100.00
100.00
95.82
86.50
111.49
110.97
154.78
170.54
162.35
179.91
155.18
153.43
Period ended December 31,
Cumulative
Five-Year Total
Return
56.63%
55.18%
53.43%
The total return for our stock and for each index assumes $100 invested on December 31, 2010 in our common
stock, the Russell 2000 Index, and the SNL Asset Manager Index, including reinvestment of dividends. Our common stock is
traded on the NYSE under the ticker symbol “WHG.”
The closing price of our common stock on the last trading day of the year ended December 31, 2015 was $52.09
per share. Historical stock price performance is not necessarily indicative of future price performance.
21
Item 6.
Selected Financial Data.
SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data, together with assets under management data presented below, should be
read in conjunction with “Item 1. Business” and “Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations” included elsewhere in this Report. Historical results are not necessarily indicative of future results.
Year ended December 31,
(in thousands, except per share amounts)
2015(1)
2014(2)
2013
2012(3)
2011
Consolidated Statements of Income Data:
Total revenues........................................................................ $ 130,936
Employee compensation and benefits.................................... $ 63,562
Employee compensation and benefits as a % of Total
48.5%
revenues .................................................................................
Income before income taxes .................................................. $ 42,220
Income before income taxes as a % of Total revenues..........
32.2%
$ 113,241
$ 91,825
$ 77,495
$ 68,909
$ 52,847
$ 47,864
$ 43,698
$ 35,917
46.7%
52.1%
56.4%
52.1%
$ 42,036
$ 28,185
$ 20,020
$ 22,273
37.1%
30.7%
25.8%
32.3%
Net income ............................................................................. $ 27,105
Earnings per share – basic...................................................... $
3.49
Earnings per share – diluted................................................... $
3.33
Cash dividends declared per common share.......................... $
2.07
$ 27,249
$ 17,837
$ 12,086
$ 14,155
$
$
$
3.63
3.45
1.82
$
$
$
2.43
2.32
1.64
$
$
$
1.69
1.65
1.51
$
$
$
2.03
1.96
1.42
Economic Earnings(4) .................................................................... $ 46,496
Economic Earnings per common share.................................. $
________________
5.71
$ 41,445
$ 30,027
$ 23,233
$ 25,647
$
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.”
Consolidated Balance Sheets Data (in thousands):
Cash and investments ...................................................
Total assets....................................................................
Stockholders’ equity .....................................................
$
95,060
181,336
133,967
$
97,751
139,874
110,007
$
75,418
116,050
88,663
$
$
63,723
96,617
76,553
60,132
90,902
71,062
2015
2014
2013
2012
2011
As of December 31,
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.
22
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis in conjunction with “Selected Financial Data” included in
this Report, as well as our consolidated financial statements and related notes thereto appearing elsewhere in this Report.
Forward-Looking Statements
Statements in this Report and the Annual Report to Stockholders that are not purely historical facts, including,
without limitation, statements about our expected future financial position, results of operations or cash flows, as well as other
statements including, without limitation, words such as “anticipate,” “forecast”, “believe,” “plan,” “estimate,” “expect,”
“intend,” “should,” “could,” “goal,” “may,” “target,” “designed,” “on track,” “comfortable with,” “optimistic” and other similar
expressions, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Exchange Act. Because forward-looking statements relate to the future, they are subject to
inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our
control. Actual results, our financial condition, and the timing of some events could differ materially from those projected in or
contemplated by the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
Important factors that could cause our actual results and financial condition to differ materially from those indicated in the
forward-looking statements include, among others:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
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.
Additional factors that could cause our actual results and financial condition to differ materially from those
indicated in the forward-looking statements are discussed under the section entitled “Item 1A. Risk Factors” and elsewhere in
this Report. The forward-looking statements are based only on currently available information and speak only as of the date of
this Report. We are not obligated and do not undertake an obligation to publicly release any revisions to these forward-looking
statements to reflect events or circumstances occurring after the date of this Report or to reflect the occurrence of unanticipated
events or otherwise.
Overview
We manage investment assets and provide services for our clients through our subsidiaries, Westwood
Management, Westwood Trust and Westwood International. Westwood Management and Westwood International provide
investment advisory services to institutional clients, the Westwood Funds®, other mutual funds, an Ireland-domiciled fund
organized pursuant to the European Union’s Undertakings for Collective Investment in Transferable Securities (“UCITS”),
individuals and clients of Westwood Trust. Westwood Trust provides trust and custodial services and participation in common
trust funds to institutions and high net worth individuals. Our revenues are generally derived from fees based on a percentage of
23
assets under management, and at December 31, 2015 Westwood Management, Westwood International and Westwood Trust
collectively managed assets valued at approximately $20.8 billion. We believe we have established a track record of delivering
competitive risk-adjusted returns for our clients.
With respect to the bulk of our client assets under management, we utilize a “value” investment style focused on
achieving superior long-term, risk-adjusted returns by investing in companies with high levels of free cash flow, improving
returns on equity, strengthening balance sheets and that are well positioned for growth but whose value is not fully recognized
in the marketplace. This investment approach is designed to preserve capital during unfavorable periods and provide superior
real returns over the long term. Our investment teams have significant industry experience. Our investment team members have
average investment experience of fifteen years.
We have focused on building a foundation in terms of personnel and infrastructure to support a potentially much
larger business. We have also developed investment strategies that we believe will be desirable within our target institutional,
private wealth and mutual fund markets. The cost of developing new products and growing the organization as a whole has
resulted in our incurring expenses that, in some cases, do not currently have significant offsetting revenues. While we continue
to evolve our products, we believe that the appropriate foundation and products are in place such that investors will recognize
the value in these products, thereby generating new revenue streams for Westwood.
2015 Highlights
The following items are highlights for the year ended December 31, 2015:
• 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.
Revenues
We derive our revenues from investment advisory fees, trust fees, and other revenues. Our advisory fees are
generated by Westwood Management and Westwood International, which manage client accounts under investment advisory
and subadvisory agreements. Advisory fees are calculated based on a percentage of assets under management and are paid in
accordance with the terms of the agreements. Advisory fees are paid quarterly in advance based on assets under management
on the last day of the preceding quarter, quarterly in arrears based on assets under management on the last day of the quarter
just ended, or are based on a daily or monthly analysis of assets under management for the stated period. We recognize advisory
fee revenues as services are rendered. A limited number of our clients have a contractual performance-based fee component in
their contracts, which generates additional revenues if we outperform a specified index over a specific period of time. We
record revenue for performance-based fees at the end of the measurement period. Since our advance paying clients’ billing
periods coincide with the calendar quarter to which such payments relate, revenue is recognized within the quarter, and our
consolidated financial statements contain no deferred advisory fee revenues.
Our trust fees are generated by Westwood Trust pursuant to trust or custodial agreements. Trust fees are
separately negotiated with each client and are generally based on a percentage of assets under management. Westwood Trust
also provides trust services to a small number of clients on a fixed fee basis. Most trust fees are paid quarterly in advance and
are recognized as services are rendered. Since billing periods for the majority of Westwood Trust’s advance paying clients
coincide with the calendar quarter, revenue is fully recognized within the quarter and our consolidated financial statements do
not contain a significant amount of deferred revenues.
Our other revenues generally consist of interest and investment income. Although we generally invest most of our
cash in U.S. Treasury securities, we also invest in equity and fixed income instruments and money market funds, including seed
money for new investment strategies.
24
Employee Compensation and Benefits
Employee compensation and benefits costs generally consist of salaries, incentive compensation, equity-based
compensation expense and benefits.
Sales and Marketing
Sales and marketing costs relate to our marketing efforts, including travel and entertainment, direct marketing
and advertising costs.
Westwood Mutual Funds
Westwood Mutual Funds expenses relate to our marketing, distribution and administration efforts related to the
Westwood Funds®.
Information Technology
Information technology expenses are generally costs associated with proprietary investment research tools,
maintenance and support, computing hardware, software licenses, telecommunications and other related costs.
Professional Services
Professional services expenses generally consist of costs associated with subadvisory fees, audit, legal and other
professional services.
General and Administrative
General and administrative expenses generally consist of costs associated with the lease of office space, investor
relations, licenses and fees, depreciation, insurance, office supplies and other miscellaneous expenses.
Assets Under Management
Assets under management increased $600 million, or 3%, to $20.8 billion at December 31, 2015 compared to
$20.2 billion at December 31, 2014. Quarterly average assets under management increased $1.7 billion, up 8.6%, to $21.5
billion for 2015 compared with $19.8 billion for 2014.
Assets under management increased $1.3 billion, or 7%, to $20.2 billion at December 31, 2014 compared to
$18.9 billion at December 31, 2013. Quarterly average assets under management increased $3.7 billion, up 23.0%, to $19.8
billion for 2014 compared with $16.1 billion for 2013.
The following table sets forth our assets under management as of December 31, 2015, 2014 and 2013:
Institutional.................................................................
Private Wealth(1) .........................................................
Mutual Funds..............................................................
Total Assets Under Management(2) .........................
________________
As of December 31,
(in millions)
% Change
2015
2014
2013
2015 vs. 2014
2014 vs. 2013
$
$
11,752
5,393
3,617
$
12,471
3,974
3,723
12,139
3,938
2,784
$
20,762
$
20,168
$
18,861
(6)%
36 %
(3)%
3 %
3%
1%
34%
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.
25
Our assets under management disclosure reflects management’s view of our three types of accounts: institutional,
private wealth and mutual funds.
•
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.
Roll-Forward of Assets Under Management
(in millions)
Beginning of period assets .............................................................
Institutional
12,471
$
Client flows:
Year Ended December 31, 2015 (1)
Private
Wealth (2)
3,974
$
Mutual
Funds
Total
$
3,723
$
20,168
Inflows/new accounts(3)........................................................
Outflows/closed accounts.....................................................
Net inflows (outflows) ...................................................................
Acquisition related .........................................................................
Market depreciation .......................................................................
Net change .....................................................................................
End of period assets .......................................................................
$
2,456
(2,305)
151
—
(870)
(719)
11,752
$
806
(815)
(9)
1,583
(155)
1,419
5,393
$
1,541
(1,509)
32
—
(138)
(106)
3,617
$
4,803
(4,629)
174
1,583
(1,163)
594
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.
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.
(3)
The increase in assets under management for the year ended December 31, 2015 was due to the acquisition of
Woodway, which contributed $1.6 billion of assets under management, and net inflows of $174 million, partially offset by
market depreciation of $1.2 billion. Inflows were primarily inflows into institutional accounts in our Emerging Markets Plus,
Income Opportunity, MLP and SmallCap Value strategies and inflows into our Emerging Markets, MLP and SmallCap Value
mutual funds, as well as the movement of an account in our market neutral income strategy from assets under advisement to
assets under management during the fourth quarter of 2015. Outflows were primarily related to withdrawals and rebalancing by
certain clients in our LargeCap Value, SMidCap and Emerging Markets strategies and our Westwood Income Opportunity,
SMidCap and Short Duration High Yield mutual funds.
26
(in millions)
Beginning of period assets .............................................................
Client flows:
Inflows/new accounts ...........................................................
Outflows/closed accounts.....................................................
Net inflows (outflows) ...................................................................
Market appreciation .......................................................................
Net change .....................................................................................
End of period assets .......................................................................
________________
Year Ended December 31, 2014 (1) (2)
Institutional
12,139
$
Private
Wealth
Mutual
Funds
Total
$
3,938
$
2,784
$
18,861
2,062
(2,655)
(593)
925
332
12,471
$
$
355
(412)
(57)
93
36
3,974
$
1,392
(721)
671
268
939
3,723
$
3,809
(3,788)
21
1,286
1,307
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.
The increase in assets under management for the year ended December 31, 2014 was primarily due to market
appreciation of $1.3 billion and neutral net client flows. Inflows were primarily inflows into institutional accounts in our
Emerging Markets strategies and the Westwood Income Opportunity mutual fund. Outflows were primarily related to
withdrawals and rebalancing by certain clients in our LargeCap Value strategy.
(in millions)
Beginning of period assets .............................................................
Client flows:
Inflows/new accounts ...........................................................
Outflows/closed accounts.....................................................
Net inflows.....................................................................................
Market appreciation .......................................................................
Net change .....................................................................................
End of period assets .......................................................................
________________
Year Ended December 31, 2013 (1) (2)
Institutional
9,225
$
Private
Wealth
Mutual
Funds
Total
$
3,274
$
1,603
$
14,102
2,713
(2,094)
619
2,295
2,914
12,139
$
$
535
(482)
53
611
664
3,938
$
1,294
(493)
801
380
1,181
2,784
$
4,542
(3,069)
1,473
3,286
4,759
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.
The increase in assets under management for the year ended December 31, 2013 was primarily due to inflows of
$4.5 billion and market appreciation of $3.3 billion, partially offset by outflows of $3.1 billion. Inflows were primarily driven
by inflows into institutional accounts in our Emerging Markets strategies, inflows into the Westwood Income Opportunity
mutual fund and inflows from certain clients in our Master Limited Partnership Infrastructure Renewal (“MLP”) strategy.
Outflows were primarily related to withdrawals and rebalancing by certain clients in our LargeCap Value strategy.
Results of Operations
The following table and discussion of our results of operations is based upon data derived from our consolidated
statements of income contained in our consolidated financial statements and should be read in conjunction with these
statements, which are included elsewhere in this Report.
27
Years ended December 31,
(in thousands)
2015
2014
2013
% Change
2015
vs. 2014
2014
vs. 2013
Revenues
Advisory fees: ..............................................................
Asset-based .............................................................
Performance-based..................................................
Trust fees......................................................................
Other revenues, net ......................................................
Total revenues.....................................................
$
$
99,275
2,698
28,795
168
130,936
$
88,473
3,806
20,525
437
113,241
Expenses
Employee compensation and benefits..........................
Sales and marketing .....................................................
Westwood mutual funds...............................................
Information technology................................................
Professional services....................................................
General and administrative ..........................................
Total expenses ....................................................
Income before income taxes .............................................
Provision for income taxes..................................................
Net income .........................................................................
$
63,562
1,839
3,435
5,732
5,617
8,531
88,716
42,220
15,115
27,105
$
52,847
1,673
2,543
3,469
4,905
5,768
71,205
42,036
14,787
27,249
$
70,027
2,561
18,367
870
91,825
47,864
1,252
2,153
2,882
4,223
5,266
63,640
28,185
10,348
17,837
Year Ended December 31, 2015 Compared to Year Ended December 31, 2014
12 %
(29)
40
(62)
16
20
10
35
65
15
48
25
—
2
(1)%
26%
49
12
(50)
23
10
34
18
20
16
10
12
49
43
53%
Total Revenues. Total revenues increased $17.7 million, or 16%, to $130.9 million for fiscal 2015 compared with
$113.2 million for fiscal 2014. The increase was attributable to a 12%, or $10.8 million, increase in asset-based advisory fees
and a 40%, or $8.3 million, increase in Trust fees. Advisory-based fees increased as a result of higher average assets under
management and higher average advisory fee rates in 2015 compared to 2014. The Woodway acquisition contributed $7.7
million of the increase in Trust fees. These increases were partially offset by a decrease in performance-based fees of $1.1
million.
Employee Compensation and Benefits. Employee compensation and benefit costs increased $10.8 million, or
20%, to $63.6 million in fiscal 2015 compared with $52.8 million in fiscal 2014. This increase was primarily due to increases
of $3.8 million in salary expense and incentive compensation, primarily relating to additional hires at Westwood Holdings,
Westwood Management and Westwood Trust, $3.5 million in restricted stock expense, including a $1.0 million non-cash charge
related to acceleration of stock based compensation expense for a particular grant, and $3.1 million in compensation and
benefits related to 27 Woodway employees. These increases were partially offset by a decrease in the amortization of long-term
incentive awards for Westwood International employees. We had 168 full-time employees as of December 31, 2015 compared
to 130 at December 31, 2014.
Sales and Marketing. Sales and marketing expenses increased 10% to $1.8 million for fiscal 2015 compared to
$1.7 million for fiscal 2014, primarily due to incremental costs associated with the Woodway acquisition.
Westwood Mutual Funds. Westwood mutual funds expenses increased 35% to $3.4 million for fiscal 2015
compared to $2.5 million for fiscal 2014. The launch of two new mutual funds during the fourth quarter of 2014 and the launch
of three new mutual funds during the second quarter of 2015, along with increased overall shareholder servicing costs and
higher subadvisor fees based on a percentage of assets under management, drove the increase.
Information Technology. Information technology expenses increased 65%, to $5.7 million for fiscal 2015
compared with $3.5 million for fiscal 2014 due to increased research and support expenses, increased costs associated with
implementing a new information technology platform, and incremental support costs related to the Woodway acquisition.
Professional Services. Professional services expenses increased 15% to $5.6 million for fiscal 2015 compared to
$4.9 million for fiscal 2014, primarily due to $0.7 million in transaction costs related to the Woodway acquisition recognized in
2015.
General and Administrative. General and administrative expenses increased 48%, to $8.5 million for fiscal 2015
compared with $5.8 million for fiscal 2014, primarily due to an incremental $1.2 million in amortization of intangible assets
related to the Woodway acquisition, with the remainder of the increase related to other support items.
28
Provision for Income Taxes. Provision for income taxes increased 2% to $15.1 million for fiscal 2015 compared
to $14.8 million for fiscal 2014. The effective tax rate increased to 35.8% in 2015 compared to 35.2% in 2014. The increase is
related to a $1.0 million tax charge for uncertain tax positions related to current and prior years (net of federal benefit), partially
offset by an increase in operating income generated by Westwood International, which is taxed at a lower Canadian tax rate.
Year Ended December 31, 2014 Compared to Year Ended December 31, 2013
Total Revenues. In 2014 our total revenues increased by 23% to $113.2 million compared with $91.8 million in
2013. Asset-based advisory fees increased by 26% to $88.5 million in 2014 from $70.0 million in 2013 due to higher average
assets under management, primarily due to market appreciation. We earned a performance-based advisory fee of $3.8 million in
2014 compared to $2.6 million in 2013. Trust fees increased by 12% to $20.5 million in 2014 from $18.4 million in 2013 as a
result of increased assets under management at Westwood Trust, primarily due to market appreciation. Other revenues, which
generally consist of interest and investment income, decreased by $0.5 million to $0.4 million in 2014 compared with $0.9
million in 2013 primarily due to a decrease in dividend income.
Employee Compensation and Benefits. Employee compensation and benefits increased by 10% to $52.8 million
compared with $47.9 million in 2013. This increase was primarily due to net increases of $2.1 million in salary expense,
primarily relating to additional hires at Westwood Management, Westwood Trust and Westwood International, $2.0 million in
performance-based restricted stock expense and $1.8 million incentive compensation. These increases were partially offset by a
decrease in the amortization of long-term incentive awards for Westwood International employees. We had 130 full-time
employees as of December 31, 2014 compared to 106 at December 31, 2013.
Sales and Marketing. Sales and marketing costs increased by 34% to $1.7 million in 2014 compared with $1.3
million in 2013 primarily due to increased referral fees.
Westwood Mutual Funds. Westwood Mutual Funds expenses increased by 18% to $2.5 million in 2014 compared
with $2.2 million in 2013, primarily due to increases in shareholder servicing and subadvisor fees based on a percentage of
assets under management. The expense has remained consistent as a percentage of total revenues.
Information Technology. Information technology expense increased by 20% to $3.5 million in 2014 compared
with $2.9 million in 2013 primarily due to increased research expenses and maintenance and support expenses. The expense
has remained consistent as a percentage of total revenues.
Professional Services. Professional services expenses increased by 16% to $4.9 million in 2014 compared with
$4.2 million in 2013, primarily due to increases in subadvisory fees and other professional services expense, partially offset by
a decrease in legal and tax advisory expenses.
General and Administrative. General and administrative expenses increased by 10% to $5.8 million in 2014
compared with $5.3 million in 2013 due to increases in various support services.
Provision for Income Taxes. Provision for income taxes increased by 43% to $14.8 million in 2014 compared
with $10.3 million in 2013. The effective tax rate decreased to 35.2% in 2014 from 36.7% in 2013 primarily due to operating
income generated by Westwood International in the 2014 period, which are taxed at a lower Canadian tax rate, compared to
operating losses generated by Westwood International in the 2013 period.
Supplemental Financial Information
As supplemental information, we provide a non-U.S. generally accepted accounting principles (“non-GAAP”)
performance measure that we refer to as Economic Earnings. We provide this measure in addition to, but not as a substitute for,
net income reported on a U.S. generally accepted accounting principles (“GAAP”) basis. Our management and the Board of
Directors review Economic Earnings to evaluate our ongoing performance, allocate resources and review our dividend policy.
We believe that this non-GAAP performance measure, while not a substitute for GAAP net income, is useful for management
and investors when evaluating our underlying operating and financial performance and our available resources. We do not
advocate that investors consider this non-GAAP measure without considering financial information prepared in accordance
with GAAP.
In calculating Economic Earnings, we add to net income the non-cash expense associated with equity-based
compensation awards of restricted stock, amortization of intangible assets and deferred taxes related to the tax-basis
amortization of goodwill. Although depreciation on property and equipment is a non-cash expense, we do not add it back when
29
calculating Economic Earnings because depreciation charges represent a decline in the value of the related assets that will
ultimately require replacement.
For the year ended December 31, 2015, our Economic Earnings increased by 12% to $46.5 million compared
with $41.4 million for the year ended December 31, 2014, primarily due to increases in total revenues outpacing increases in
expenses.
The following table provides a reconciliation of net income to Economic Earnings for the years presented:
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
$ 27,105
$ 27,249
$ 17,837
$ 12,086
$ 14,155
(1)%
53%
48% (15)%
Net Income............................................
Add: Restricted stock expense ..............
Add: Intangible amortization ................
Add: Tax benefit from goodwill
amortization ..........................................
17,574
1,546
271
13,685
11,679
10,521
10,805
359
152
359
152
472
154
28
331
498
189
78
Economic Earnings ...............................
$ 46,496
$ 41,445
$ 30,027
$ 23,233
$ 25,647
Economic Earnings per Share ...............
$
5.71
$
5.24
$
3.90
$
3.18
$
3.54
12 %
9 %
Liquidity and Capital Resources
Balance Sheet Data
Assets:
17
—
—
38%
34%
11
(24)
(3)
(5)
(1)
29%
(19)
(9)%
23% (10)%
As of December 31,
(in thousands)
2015
2014
Cash and cash equivalents.....................................................................................................
Accounts receivable ..............................................................................................................
Total liquid assets..................................................................................................................
Investments ...........................................................................................................................
$
$
22,740
19,618
42,358
72,320
$
$
18,131
14,540
32,671
79,620
We had cash and investments of $95.1 million and $97.8 million as of December 31, 2015 and December 31,
2014, respectively. Cash and cash equivalents as of December 31, 2015 and December 31, 2014 includes $15.5
million and $12.9 million, respectively, of undistributed income from Westwood International that we consider to be
permanently invested. If these funds were needed for our U.S. operations, we would be required to accrue and pay incremental
U.S. taxes to repatriate these funds. However, our intent is to permanently reinvest these funds outside of the U.S. and our
current plans do not demonstrate a need to repatriate them to fund our U.S. operations.
At December 31, 2015 and 2014, working capital aggregated $72.8 million and $91.6 million, respectively. As
required by the Finance Code, Westwood Trust is subject to a required minimum capital requirement of $4.0 million. At
December 31, 2015, Westwood Trust had approximately $8.9 million in excess of its minimum capital requirement. We had no
debt at December 31, 2015 or December 31, 2014.
Cash Flow Data
For the years ended December 31,
(in thousands)
2015
2014
2013
Operating cash flows ................................................................................
Investing cash flows .................................................................................
Financing cash flows ................................................................................
$
$
55,208
(25,084)
(22,139)
$
26,523
(478)
(17,971)
21,705
(1,201)
(13,301)
Historically we have funded our operations and cash requirements with cash generated from operating activities.
We may also use cash from operations to pay dividends to our stockholders. As of December 31, 2015 and December 31, 2014,
we had no debt. The changes in net cash provided by operating activities generally reflect the changes in earnings plus the
effects of non-cash items and changes in working capital. Changes in working capital, especially accounts receivable and
accounts payable generally result from timing differences between collection of fees billed and payment of operating expenses.
30
During 2015, cash flow provided by operating activities, principally our investment advisory business, aggregated
$55.2 million compared to cash provided by operations of $26.5 million during 2014 and $21.7 million during 2013. The
increase of $28.7 million in 2015 was primarily due to cash transferred from our investment accounts and working capital. The
increase of $4.8 million from 2013 to 2014 was primarily due to increased net income and working capital, partially offset by
an increase in cash transferred to our investment accounts.
Cash flow used in investing activities during 2015 of $25.1 million was primarily related to the acquisition of
Woodway. Cash flow used in investing activities during 2014 and 2013 of $0.5 million and $1.2 million, respectively, was due
to purchases of property and equipment.
Cash used in financing activities of $22.1 million, $18.0 million and $13.3 million during 2015, 2014 and 2013,
respectively, primarily related to payment of cash dividends, restricted stock returned for payment of taxes and purchases of
treasury shares for our Canadian share award plan, partially offset by excess tax benefits related to vested restricted shares.
Our future liquidity and capital requirements will depend upon numerous factors, including our results of
operations, the timing and magnitude of capital expenditures or strategic initiatives, our dividend policy and other business and
risk factors described under “Item 1A. Risk Factors” in this Report. We believe that current cash and short-term investment
balances and cash generated from operations will be sufficient to meet both the operating and capital requirements of our
ordinary business operations through at least the next twelve months and the payment of the contingent consideration related to
the Woodway acquisition. However, there can be no assurance that we will not require additional financing within this time
frame. The failure to raise needed capital on attractive terms, if at all, could have a material adverse effect on our business,
financial condition and results of operations.
Cash Dividends
The following table summarizes dividends declared during 2015 and 2014:
Declaration Date
2015:
February 4, 2015
April 29, 2015
July 29, 2015
October 28, 2015
Declaration Date
2014:
February 6, 2014
April 17, 2014
July 29, 2014
October 23, 2014
Record Date
Paid Date
Dividend per Share Declared
March 13, 2015
June 12, 2015
September 11, 2015
December 15, 2015
April 1, 2015
July 1, 2015
October 1, 2015
January 4, 2016
$0.50
$0.50
$0.50
$0.57
$2.07
Record Date
Paid Date
Dividend per Share Declared
March 14, 2014
June 13, 2014
September 15, 2014
December 15, 2014
April 1, 2014
July 1, 2014
October 1, 2014
January 2, 2015
$0.44
$0.44
$0.44
$0.50
$1.82
Contractual Obligations
The following table summarizes our contractual obligations as of December 31, 2015 (in thousands).
Payments due in:
Total
Less than
1 year
1-3
years
4-5
years
After 5
years
Purchase obligations(1)..................................
Operating lease obligations ..........................
$
$
9,298
15,560
$
$
1,636
2,275
$
$
3,831
3,802
$
$
3,831
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.
31
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Critical Accounting Policies and Estimates
The preparation of our consolidated financial statements in conformity with accounting principles generally
accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent losses and liabilities at the date of the consolidated financial statements and the reported
amounts of revenues and expenses during the reporting period. In applying accounting principles, we often must make
individual estimates and assumptions regarding expected outcomes or uncertainties. Our estimates, judgments and assumptions
are continually evaluated based on available information and experience. Because of the use of estimates inherent in the
financial reporting process, actual results could differ from those estimates. We believe the following are areas where the
degree of judgment and complexity in determining amounts recorded in our consolidated financial statements make accounting
policies critical.
Consolidation
The primary beneficiary of variable interest entities ("VIEs") consolidates the VIEs. A VIE is an entity in which
(i) the total equity investment at risk is not sufficient to enable the entity to finance its activities without subordinated financial
support or (ii) the at-risk equity holders do not have the normal characteristics of a controlling financial interest. That is, the at-
risk equity holders do not have the obligation to absorb losses, the right to receive residual returns and/or the right to direct the
activities of the entity that most significantly impact the entity’s economic performance. Westwood Trust sponsors common
trust funds (“CTFs”) that allow clients to commingle assets to achieve economies of scale. Westwood Management provides
investment advisory services to the Westwood Funds®, a family of mutual funds, and to two collective investment trusts
(“CITs”). Some clients of Westwood Management hold their investments in ten limited liability companies (“LLCs”).
Westwood International and Westwood Management provide investment advisory services to Westwood Investment Funds PLC
(the “UCITS Fund”), an Ireland domiciled umbrella-type open ended self-managed investment company authorized by the
Central Bank of Ireland on June 18, 2013 pursuant to the European Communities (Undertakings for Collective Investment in
Transferrable Securities) Regulations 2011. The CTFs, Westwood Funds®, CITs, LLCs and the UCITS Fund (the “Westwood
VIEs”) are considered VIEs because our clients, who hold the equity at risk, do not have a direct or indirect ability through
voting or similar rights to make decisions about the funds that have a significant effect on their success. We receive fees for
managing assets in these entities commensurate with market rates.
We evaluate all of our advisory relationships and CTFs to determine whether or not we qualify as the primary
beneficiary based on whether there is an obligation to absorb the majority of expected losses or a right to receive the majority
of residual returns. Since all losses and returns are distributed to the shareholders of the Westwood VIEs, we are not the
primary beneficiary and consequently the Westwood VIEs are not included in our consolidated financial statements. We have
not provided any financial support that we were not previously contractually obligated to provide and there are no
arrangements that would require us to provide additional financial support to any of the Westwood VIEs.
Assessing whether or not an entity is a VIE involves judgment and analysis. Factors included in this assessment
include the legal organization of the entity, our contractual involvement with the entity and any related party or de facto agent
implications of the Company’s involvement with the entity. Determining if the Company is the primary beneficiary of a VIE
also requires significant judgment. There is judgment involved to assess if the Company has the power to direct the activities
that most significantly impact the entity’s economic results and to assess if the Company has an obligation to absorb the
majority of expected losses or a right to receive the majority of residual returns.
Business Combinations
In allocating the purchase price of a business combination, the Company records all assets acquired and liabilities
assumed at fair value, with the excess of the purchase price over the aggregate fair values recorded as goodwill. ASC 820, Fair
Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date. The purchase price of an acquisition is
allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values as of the date of
acquisition. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired
and liabilities assumed such excess is allocated to goodwill. The Company determines the estimated fair values after review
and consideration of relevant information, including discounted cash flows, quoted market prices and estimates made by
32
management. The fair value assigned to identifiable intangible assets acquired is based on estimates and assumptions made by
management at the time of the acquisition. The Company adjusts the preliminary purchase price allocation, as necessary,
during the measurement period of up to one year after the acquisition closing date as it obtains more information as to the facts
and circumstances existing as of the acquisition date. Acquisition-related costs are recognized separately from the acquisition
purchase price and are expensed as incurred.
Goodwill
Goodwill is not amortized but is tested for impairment, at least annually. We assess the recoverability of the
carrying amount of goodwill either qualitatively or quantitatively annually as of July 1 of each fiscal year, or whenever events
or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable.
When assessing the recoverability of goodwill, we may first assess qualitative factors. If an initial qualitative
assessment indicates that it is more likely than not that the carrying amount exceeds fair value, a quantitative analysis may be
required. We may also elect to skip the qualitative assessment and proceed directly to the quantitative analysis.
Recoverability of the carrying value of goodwill is measured at the reporting unit level. We have identified two
reporting units, which are consistent with our reporting segments. In performing a quantitative analysis, we measure the
recoverability of goodwill for our reporting units using a market multiple approach. The key assumptions used in the market
multiple valuation require significant management judgment, including the determination of our peer group and the valuation
multiples of such peer group.
If the calculated fair value of a reporting unit is less than the current carrying amount, impairment of the reporting
unit may exist. When the recoverability test indicates potential impairment, we will calculate an implied fair value of goodwill
for the reporting unit in a manner similar to how goodwill is calculated in a business combination. If the implied fair value of
goodwill exceeds the carrying amount of goodwill assigned to the reporting unit, there is no impairment. If the carrying amount
of goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment loss is recorded to write
down the carrying amount.
During 2015, 2014 and 2013, we completed our annual impairment assessments and concluded no impairment
losses were required.
Intangible Assets
Our definite-lived intangible assets represent the acquisition date fair value of the intangible assets acquired, net
of amortization. The values of these assets are comprised mostly of client relationships but also include valuations of trade
names and non-compete agreements. In valuing these assets, we made significant estimates regarding the useful life, growth
rates and potential attrition of the assets acquired. We periodically review our intangible assets for events or circumstances that
would indicate impairment. If we determine the carrying value exceeds fair value, we would record an impairment to remove
the amount that exceeded fair value.
During 2015, 2014 and 2013, we completed our annual impairment assessments and concluded no impairment
losses were required.
Stock Based Compensation
We have granted restricted stock to employees and non-employee directors. We calculate compensation cost for
restricted stock grants by using the fair market value of our common stock at the date of grant, the number of shares issued, an
adjustment for restrictions on dividends and an estimate of shares that will not vest due to forfeitures. The estimated number of
awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from our current
estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. We update our
estimated forfeitures quarterly. We amortize compensation cost on a straight-line basis over the applicable service period.
Actual forfeitures may vary from our assumptions, which will result in modifications to future compensation costs.
We grant performance-based share awards to certain employees, the vesting of which is subject to the employee’s
continuing employment and the Company's achievement of certain performance goals. We assess actual performance versus the
predetermined performance goals and record compensation costs once we conclude that it is probable that we will meet the
performance goals required to vest the applicable performance based awards.
33
Accounting for Income Taxes
We operate in several states and countries and are required to allocate our income, expenses and earnings under
the various laws and regulations of these tax jurisdictions. Accordingly, our provision for income taxes reflects the statutory tax
obligations of the jurisdictions in which we operate. Significant judgment and complex calculations are used when determining
our tax liability and in evaluating our tax positions, and we are subject to audits by taxing authorities in each of the jurisdictions
in which we operate. We adjust our income tax provision in the period in which we determine that actual outcomes will likely
be different from our estimates. Changes in tax laws may result in changes to our tax position and effective tax rates. We
include penalties and interest on income-based taxes in the “General and administrative” line on our consolidated statements of
comprehensive income.
We have not recognized a deferred tax liability on the undistributed earnings of our foreign subsidiary, Westwood
International, because we intend to permanently reinvest such earnings outside the U.S. If these foreign earnings were to be
repatriated in the future, the related U.S. tax liability may be reduced by any foreign income taxes previously paid on these
earnings.
We are required to assess whether a valuation allowance should be established against our deferred tax assets
based on consideration of all available evidence, using a more-likely-than-not standard. As of December 31, 2015 and 2014, we
have not recorded a valuation allowance on any deferred tax assets. In the event that sufficient taxable income does not result in
future years, a valuation allowance may be required.
We account for uncertain tax positions by recognizing the impact of a tax position in our consolidated financial
statements when we believe it is more likely than not that the tax position would not be sustained upon examination by the
appropriate tax authority, based on the merits of the position. We periodically review our tax positions and adjust the balances
as new information becomes available. In making these assessments, we often must analyze complex tax laws of multiple
domestic and international jurisdictions. Upon completion of our analysis in the fourth quarter of 2015, we recorded a liability
for specific uncertain tax positions related to current and prior years.
Accounting Developments
See Note 2 “Summary of Significant Accounting Policies” to our Consolidated Financial Statements included in
Part II, Item 8, “Financial Statements and Supplementary Data” for a description of new accounting standards and their
anticipated effects on our Consolidated Financial Statements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Our revenues are primarily generated from fees derived as a percentage of our AUM, which is subject to market
risks. Additionally, we invest corporate capital in various financial instruments, including United States treasury bills and
equity mutual funds, all of which present inherent market risks. We do not currently participate in any hedging activities, nor do
we currently utilize any derivative financial instruments. The following information describes the key aspects of certain
financial instruments that involve market risks.
Securities Markets and Interest Rates
The value of assets under management is affected by fluctuations in securities markets and changes in interest
rates. Since we derive a substantial portion of our revenues from investment advisory and trust fees based on the value of assets
under management, our revenues may be adversely affected by a decline in the prices of securities or changing interest rates. A
hypothetical 10% decrease in our average assets under management during the year ended December 31, 2015 would have
reduced our reported consolidated total revenue by approximately $13 million.
Our cash equivalents and other investment instruments are exposed to financial market risk due to fluctuations in
interest rates, which may affect interest income. We do not expect interest income to be significantly affected by sudden
changes in market interest rates.
Foreign Currency Risk
We are exposed to foreign currency fluctuation risk associated with changes in the value of the Canadian dollar
relative to the United States dollar, as Westwood International operates in Toronto, Canada. For the year ended December 31,
2015, Westwood International represented 35.3% of our consolidated income before income taxes. Changes in the currency
34
exchange rate result in cumulative translation adjustments included in “Accumulated other comprehensive loss” on our
consolidated balance sheets and potentially result in transaction gains or losses, which are included in our earnings. The low
and high currency exchange rates for a Canadian dollar into a United States dollar for the year ended December 31, 2015 were
0.7163 and 0.8613, respectively. A hypothetical 10% devaluation in the average quoted United States dollar-equivalent of the
Canadian dollar exchange rate during the year ended December 31, 2015 would have reduced our reported consolidated income
before income taxes by approximately $1.5 million.
Item 8.
Financial Statements and Supplementary Data
The reports of independent registered public accounting firms and our consolidated financial statements listed in
the accompanying index are included in Item 15 of this Report. See “Index to Financial Statements” on page F-1.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
During 2015, the Audit Committee of the Board of Directors of the Company completed a competitive process to
determine which audit firm would serve as the Company's independent registered public accounting firm. As a result of that
process and following careful deliberation, the Company, with the approval of the Audit Committee, dismissed Grant Thornton
LLP (“Grant Thornton") as the Company's independent registered public accounting firm on October 3, 2015, effective October
7, 2015.
On and effective as of October 7, 2015, the Company entered into an engagement letter with Deloitte & Touche
LLP (“Deloitte") appointing Deloitte as the Company's new independent registered public accounting firm. The Audit
Committee of the Company's Board of Directors approved the engagement.
Grant Thornton’s reports on the Company’s consolidated financial statements for the years ended December 31,
2013 and December 31, 2014 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
The Company had no disagreements with its current or former independent registered public accounting firms.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We performed an evaluation of the effectiveness of the design and operation of our disclosure controls and
procedures under the supervision and with the participation of our management, including our Chief Executive Officer and
Chief Financial Officer, as of the end of the period covered by this report. Based on that evaluation, our management, including
our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures were
effective at the reasonable assurance level as of December 31, 2015 to ensure that information required to be disclosed by us in
the reports we file or submit under the Exchange Act was (a) recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms and (b) accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
In designing and evaluating the disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control
objectives.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the
supervision of, our Chief Executive Officer and Chief Financial Officer and effected by management and other personnel, and
overseen by the Board of Directors, 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 and
includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that
our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of
our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
35
The scope of our assessment of internal control over financial reporting does not include Woodway Financial
Advisors (“Woodway”), which we acquired on April 1, 2015. This exclusion is in accordance with the SEC’s general guidance
that an assessment of a recently acquired business may be omitted from our assessment in the year of acquisition. Woodway
represents approximately $37.6 million of our total assets and $7.7 million of our total revenues for the year ended December
31, 2015.
Our independent registered public accounting firm has issued an audit report on our internal control over financial
reporting. This report can be found on page 37.
Changes in Internal Control over Financial Reporting
During the quarterly period ended December 31, 2015, there has been no change in our internal control over
financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.
REPORT OF WESTWOOD HOLDINGS GROUP, INC.’S MANAGEMENT ASSESSMENT OF INTERNAL
CONTROL OVER FINANCIAL REPORTING
To the Board of Directors and Stockholders of
Westwood Holdings Group, Inc.:
The management of Westwood Holdings Group, Inc. (“Westwood”) is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Westwood’s internal
control system was designed to provide reasonable assurance to the company’s management and Board of Directors regarding
the preparation and fair presentation of published financial statements.
All internal control systems, no matter how well designed, contain inherent limitations. Therefore, even those systems
determined to be effective can only provide reasonable assurance with respect to financial statement preparation and
presentation. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future
periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
The management of Westwood assessed the effectiveness of Westwood’s internal control over financial reporting as of
December 31, 2015. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO) in the 2013 Internal Control — Integrated Framework. Based on our assessment, we
believe that, as of December 31, 2015, Westwood’s internal control over financial reporting is effective based on those criteria.
The scope of our assessment of internal control over financial reporting does not include Woodway Financial Advisors
(“Woodway”), which we acquired on April 1, 2015. This exclusion is in accordance with the SEC’s general guidance that an
assessment of a recently acquired business may be omitted from our assessment in the year of acquisition. Woodway
constitutes 5.9% of our Total revenues and 8.0% of Net income of the consolidated financial statement amounts for the year
ended December 31, 2015.
Westwood’s independent registered public accounting firm has issued an audit report on our assessment of Westwood’s internal
control over financial reporting. This report appears on page 37.
By:
/s/ Brian O. Casey
Brian O. Casey, President & Chief Executive
Officer
/s/ Tiffany B. Kice
Tiffany B. Kice, Chief Financial Officer
February 25, 2016
Dallas, Texas
36
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Westwood Holdings Group, Inc.
Dallas, Texas
We have audited the internal control over financial reporting of Westwood Holdings Group, Inc. and subsidiaries (the
"Company") as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission. As described in the Report of Westwood
Holdings Group, Inc.'s Management’s Assessment of Internal Control over Financial Reporting, management excluded from its
assessment the internal control over financial reporting at Woodway Financial Advisors, which was acquired on April 1, 2015
and whose financial results constitute 5.9% of Total revenues and 8.0% of Net income of the consolidated financial statement
amounts for the year ended December 31, 2015. Accordingly, our audit did not include the internal control over financial
reporting at Woodway Financial Advisors. The Company's management is responsible for maintaining effective internal control
over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying the Report of Westwood Holdings Group, Inc.'s Management’s Assessment of Internal Control over Financial
Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our
audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's
principal executive and principal financial officers, or persons performing similar functions, and effected by the company's
board of directors, management, and other personnel 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. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of
the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that
could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a
timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future
periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2015, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the consolidated financial statements as of and for the year ended December 31, 2015 of the Company and our report dated
February 25, 2016 expressed an unqualified opinion on those financial statements.
/s/ Deloitte & Touche LLP
Dallas, Texas
February 25, 2016
37
Item 9B. Other Information.
None.
PART III
Item 10.
Directors, Executive Officers and Corporate Governance.
The information required by this item is or will be set forth in the definitive proxy statement relating to the 2016
Annual Meeting of Stockholders of Westwood Holdings Group, Inc., which is to be filed with the SEC pursuant to Regulation
14A under the Exchange Act (the “Proxy Statement”). The Proxy Statement relates to a meeting of stockholders involving the
election of directors and the portions therefrom required to be set forth in this Report by this item are incorporated herein by
reference pursuant to General Instruction G(3) to Form 10-K.
Item 11.
Executive Compensation.
The information required by this item is or will be set forth in the Proxy Statement. The Proxy Statement relates
to a meeting of stockholders involving the election of directors and the portions therefrom required to be set forth in this Report
by this item are incorporated herein by reference pursuant to General Instruction G(3) to Form 10-K.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item is or will be set forth in the Proxy Statement. The Proxy Statement relates
to a meeting of stockholders involving the election of directors and the portions therefrom required to be set forth in this Report
by this item are incorporated herein by reference pursuant to General Instruction G(3) to Form 10-K.
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is or will be set forth in the Proxy Statement. The Proxy Statement relates
to a meeting of stockholders involving the election of directors and the portions therefrom required to be set forth in this Report
by this item are incorporated herein by reference pursuant to General Instruction G(3) to Form 10-K.
Item 14.
Principal Accounting Fees and Services.
The information required by this item is or will be set forth in the Proxy Statement. The Proxy Statement relates
to a meeting of stockholders involving the election of directors and the portions therefrom required to be set forth in this Report
by this item are incorporated herein by reference pursuant to General Instruction G(3) to Form 10-K.
Item 15.
Exhibits, Financial Statement Schedules.
Financial Statement Schedules
PART IV
The financial statements included in this Report are listed in the Index to Financial Statements on page F-1 of this
Report. Schedules for which provision is made in the applicable accounting regulations of the SEC are either not required
under the related instructions or are inapplicable.
Exhibits
The exhibits required to be furnished pursuant to Item 15 are listed in the Index to Exhibits filed herewith, which
Index to Exhibits is incorporated herein by reference.
38
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
WESTWOOD HOLDINGS GROUP, INC.
By:
/s/ Brian O. Casey
Brian O. Casey
President, Chief Executive Officer and Director
Dated: February 25, 2016
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of Westwood Holdings Group, Inc., a Delaware
corporation, and the undersigned directors and officers of Westwood Holdings Group, Inc. hereby constitutes and appoints
Brian O. Casey its, his or her true and lawful attorney-in-fact and agent, for it, him or her and in its, his or her name, place and
stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this Report, and to file each
such amendment to the Report, with all exhibits thereto, and any and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto said attorney-in-fact and agent full power and authority to do and
perform any and all acts and things requisite and necessary to be done in and about the premises as fully to all intents and
purposes as it, he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signatures
/s/ Brian O. Casey
Brian O. Casey
/s/ Tiffany B. Kice
Tiffany B. Kice
/s/ Richard M. Frank
Richard M. Frank
/s/ Susan M. Byrne
Susan M. Byrne
/s/ Ellen H. Masterson
Ellen H. Masterson
/s/ Robert D. McTeer
Robert D. McTeer
/s/ Geoffrey R. Norman
Geoffrey R. Norman
/s/ Martin J. Weiland
Martin J. Weiland
/s/ Raymond E. Wooldridge
Raymond E. Wooldridge
Title
President, Chief Executive Officer and Director
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Chairman of the Board of Directors
Vice Chairman of the Board of Directors
Director
Director
Director
Director
Director
39
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm, Deloitte & Touche LLP ...................................................
Report of Independent Registered Public Accounting Firm, Grant Thornton LLP........................................................
Consolidated Balance Sheets as of December 31, 2015 and 2014 .................................................................................
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013 ...........
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2015, 2014 and 2013 ................
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013...............................
Notes to Consolidated Financial Statements ..................................................................................................................
Page
F-2
F-3
F-4
F-5
F-6
F-7
F-8
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders
Westwood Holdings Group, Inc.
Dallas, Texas
We have audited the accompanying consolidated balance sheet of Westwood Holdings Group Inc. and subsidiaries (the
"Company") as of December 31, 2015 and the related consolidated statements of comprehensive income, stockholders' equity,
and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Westwood
Holdings Group, Inc. and subsidiaries as of December 31, 2015 and the results of their operations and their cash flows for the
year then ended, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the Company's internal control over financial reporting as of December 31, 2015, based on the criteria established in Internal
Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
and our report dated February 25, 2016 expressed an unqualified opinion on the Company's internal control over financial
reporting.
/s/ Deloitte & Touche LLP
Dallas, Texas
February 25, 2016
F-2
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
Westwood Holdings Group, Inc.
We have audited the accompanying consolidated balance sheet of Westwood Holdings Group, Inc. (a Delaware corporation)
and subsidiaries (the “Company”) as of December 31, 2014, and the related consolidated statements of comprehensive income,
changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2014. These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinions.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of Westwood Holdings Group, Inc. and subsidiaries as of December 31, 2014, and the results of their operations and
their cash flows for each of the two years in the period ended December 31, 2014 in conformity with accounting principles
generally accepted in the United States of America.
/s/ Grant Thornton LLP
Dallas, Texas
February 25, 2016
F-3
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of December 31, 2015 and 2014
(in thousands, except par values and share amounts)
Current Assets:
ASSETS
Cash and cash equivalents ....................................................................................
Accounts receivable..............................................................................................
Investments, at fair value......................................................................................
Deferred income taxes ..........................................................................................
Other current assets...............................................................................................
Total current assets ........................................................................................
Goodwill.........................................................................................................................
Deferred income taxes....................................................................................................
Intangible assets, net ......................................................................................................
Property and equipment, net of accumulated depreciation of $3,687 and $2,720 .........
Total assets.....................................................................................................
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued liabilities..............................................................
Dividends payable ................................................................................................
Compensation and benefits payable .....................................................................
Contingent consideration ......................................................................................
Income taxes payable............................................................................................
Total current liabilities...................................................................................
Accrued dividends..........................................................................................................
Deferred rent ..................................................................................................................
Total long-term liabilities ..............................................................................
Total liabilities...............................................................................................
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.................
Additional paid-in capital .....................................................................................
Treasury stock, at cost – 794,622 shares at December 31, 2015; 701,795
shares at December 31, 2014 .............................................................................
Accumulated other comprehensive loss ...............................................................
Retained earnings..................................................................................................
Total stockholders’ equity..............................................................................
Total liabilities and stockholders’ equity........................................................................
$
$
$
$
2015
2014
$
$
$
22,740
19,618
72,320
—
2,926
117,604
27,144
11,042
23,354
2,192
181,336
3,549
5,749
20,264
9,023
6,268
44,853
1,699
817
2,516
47,369
18,131
14,540
79,620
4,060
2,413
118,764
11,255
3,792
3,430
2,633
139,874
2,334
4,868
18,504
—
1,498
27,204
1,450
1,213
2,663
29,867
94
143,797
(34,910)
(4,688)
29,674
133,967
181,336
$
90
119,859
(29,028)
(1,231)
20,317
110,007
139,874
See notes to consolidated financial statements.
F-4
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2015, 2014 and 2013
(in thousands, except shares and per share data)
2015
2014
2013
Revenues:
Advisory fees
Asset-based .................................................................................
Performance-based......................................................................
Trust fees ............................................................................................
Other revenues, net.............................................................................
Total revenues .............................................................................
$
$
99,275
2,698
28,795
168
130,936
$
88,473
3,806
20,525
437
113,241
Expenses:
Employee compensation and benefits ................................................
Sales and marketing ...........................................................................
Westwood mutual funds.....................................................................
Information technology ......................................................................
Professional services ..........................................................................
General and administrative.................................................................
Total expenses.............................................................................
Income before income taxes ........................................................................
Provision for income taxes...........................................................................
Net income ..................................................................................................
Other comprehensive income (loss), net of tax: ......................................
Foreign currency translation adjustments ..........................................
Other comprehensive loss ............................................................................
Total comprehensive income.....................................................................
Earnings per share:
Basic............................................................................................
Diluted.........................................................................................
Weighted average shares outstanding:
$
$
$
$
63,562
1,839
3,435
5,732
5,617
8,531
88,716
42,220
15,115
27,105
(3,457)
(3,457)
23,648
3.49
3.33
$
$
$
$
52,847
1,673
2,543
3,469
4,905
5,768
71,205
42,036
14,787
27,249
(974)
(974)
26,275
3.63
3.45
$
$
$
$
70,027
2,561
18,367
870
91,825
47,864
1,252
2,153
2,882
4,223
5,266
63,640
28,185
10,348
17,837
(287)
(287)
17,550
2.43
2.32
Basic............................................................................................
Diluted.........................................................................................
7,756,647
8,149,399
7,512,348
7,906,545
7,331,874
7,692,756
See notes to consolidated financial statements.
F-5
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Years Ended December 31, 2015, 2014 and 2013
(in thousands, except share and per share data)
Westwood Holdings
Group, Inc.
Common Stock, Par
Shares
Amount
Additional
Paid-In
Capital
Treasury
Stock
Accumulated
Other
Comprehensive
Income (Loss)
Retained
Earnings
Total
BALANCE, January 1, 2013 ..............................
8,031,045
$
85
$
91,299
$
(18,502) $
30
$
3,641
$
76,553
Net income ............................................................
Other comprehensive loss .....................................
Issuance of restricted stock, net of forfeitures.......
252,015
3
Stock based compensation expense.......................
Reclassification of compensation liability to be
paid in shares.......................................................
Tax benefit related to stock based compensation ..
Dividends declared ($1.64 per share)....................
(3)
11,679
120
758
Stock options exercised .........................................
Restricted stock returned for payment of taxes .....
(20,251)
(86,392)
(878)
(3,789)
(287)
17,837
17,837
(287)
—
11,679
120
758
(13,330)
(13,330)
(878)
(3,789)
BALANCE, December 31, 2013 .........................
8,176,417
$
88
$
103,853
$
(23,169) $
(257) $
8,148
$
88,663
Net income ............................................................
Other comprehensive loss .....................................
Issuance of restricted stock, net of forfeitures.......
231,642
2
Stock based compensation expense.......................
Reclassification of compensation liability to be
paid in shares.......................................................
Tax benefit related to stock based compensation ..
Dividends declared ($1.82 per share)....................
Purchases of treasury stock ...................................
Restricted stock returned for payment of taxes .....
(2)
13,685
170
2,153
(11,476)
(88,123)
(669)
(5,190)
(974)
27,249
27,249
(974)
—
13,685
170
2,153
(15,080)
(15,080)
(669)
(5,190)
BALANCE, December 31, 2014 .........................
8,308,460
$
90
$
119,859
$
(29,028) $
(1,231) $
20,317
$ 110,007
Net income ............................................................
Other comprehensive loss .....................................
Issuance of common stock for acquisition ............
Issuance of restricted stock, net of forfeitures.......
Stock based compensation expense.......................
Reclassification of compensation liability to be
paid in shares.......................................................
Tax benefit related to stock based compensation ..
Dividends declared ($2.07 per share)....................
109,712
305,342
1
3
Purchases of treasury stock ...................................
(21,818)
Issuance of treasury stock under employee stock
plans ....................................................................
Restricted stock returned for payment of taxes .....
20,375
(91,384)
5,291
(3)
17,574
338
1,831
(1,093)
27,105
(3,457)
27,105
(3,457)
5,292
—
17,574
338
1,831
(1,327)
1,093
(5,648)
(17,748)
(17,748)
(1,327)
—
(5,648)
BALANCE, December 31, 2015 .........................
8,630,687
$
94
$
143,797
$
(34,910) $
(4,688) $
29,674
$ 133,967
See notes to consolidated financial statements.
F-6
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2015, 2014 and 2013
(in thousands)
Cash flows from operating activities:
Net income .........................................................................................
$
27,105
$
27,249
$
17,837
2015
2014
2013
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation ................................................................................
Amortization of intangible assets................................................
Unrealized losses (gains) on trading investments .......................
Stock based compensation expense ............................................
Deferred income taxes ................................................................
Excess tax benefits from stock based compensation...................
Net sales (purchases) of investments – trading securities...........
Other............................................................................................
Changes in operating assets and liabilities:
Accounts receivable...........................................................
Other current assets ...........................................................
Accounts payable and accrued liabilities ..........................
Compensation and benefits payable ..................................
Income taxes payable ........................................................
Other liabilities ..................................................................
Net cash provided by operating activities ...................................
Cash flows from investing activities:
Acquisition of Woodway, net of cash acquired..................................
Purchases of property, equipment and other ......................................
Net cash used in investing activities ...........................................
Cash flows from financing activities:
Purchases of treasury stock ................................................................
Restricted stock returned for payment of taxes ..................................
Excess tax benefits from stock based compensation..........................
Cash dividends paid ...........................................................................
Net cash used in financing activities...........................................
Effect of currency rate changes on cash ......................................................
Net increase (decrease) in cash and cash equivalents .............................
Cash and cash equivalents, beginning of year.........................................
Cash and cash equivalents, end of year ...................................................
Supplemental cash flow information:
Cash paid during the year for income taxes .......................................
Common stock issued for acquisition ................................................
Non-cash accrued contingent consideration.......................................
Accrued dividends..............................................................................
$
$
$
$
$
1,050
1,546
613
17,574
(3,285)
(1,455)
6,684
(58)
(5,192)
(375)
1,174
2,912
6,890
25
55,208
(24,133)
(951)
(25,084)
(1,327)
(5,648)
1,455
(16,619)
(22,139)
(3,376)
4,609
18,131
22,740
11,639
5,292
9,023
7,448
See notes to consolidated financial statements.
F-7
579
359
(75)
13,685
(2,133)
(1,850)
(14,991)
—
(369)
70
353
1,307
2,406
(67)
26,523
—
(478)
(478)
(669)
(5,190)
1,850
(13,962)
(17,971)
410
359
325
11,679
(937)
(696)
(4,993)
—
(5,702)
(887)
450
3,598
160
102
21,705
—
(1,201)
(1,201)
(878)
(3,789)
696
(9,330)
(13,301)
(807)
(156)
7,267
10,864
18,131
14,418
$
$
— $
— $
7,047
3,817
10,864
11,031
—
—
6,318
$
5,201
$
$
$
$
$
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2015, 2014 and 2013
1. DESCRIPTION OF THE BUSINESS:
Westwood Holdings Group, Inc. (“Westwood”, “the Company”, we”, “us” or “our”) was incorporated under the
laws of the State of Delaware on December 12, 2001. Westwood manages investment assets and provides services for its clients
through its subsidiaries, Westwood Management Corp. and Westwood Advisors, LLC (together, “Westwood Management”),
Westwood Trust (“Westwood Trust”) and Westwood International Advisors Inc. (“Westwood International”). Westwood
Management and Westwood International provide investment advisory services to institutional clients, a family of mutual funds
called the Westwood Funds®, other mutual funds, an Ireland-domiciled fund organized pursuant to the European Union’s
Undertakings for Collective Investment in Transferable Securities (“UCITS”), individuals and clients of Westwood Trust.
Westwood Trust provides trust and custodial services and participation in self-sponsored common trust funds to institutions and
high net worth individuals. Revenue is largely dependent on the total value and composition of assets under management
(“AUM”). Accordingly, fluctuations in financial markets and in the composition of AUM impact our revenues and results of
operations.
Westwood Management is a registered investment adviser under the Investment Advisers Act of 1940. Westwood
Trust is chartered and regulated by the Texas Department of Banking. Westwood International is registered as a portfolio
manager and exempt market dealer with the Ontario Securities Commission and the Autorité des marchés financiers (“AMF”)
in Québec.
Acquisition of Woodway Financial Advisors
On January 15, 2015, we entered into an agreement (the "Merger Agreement") to acquire Woodway Financial
Advisors (“Woodway”), a Houston-based private wealth and trust company with managed assets of approximately $1.6 billion
at December 31, 2014. We completed the acquisition on April 1, 2015. Pursuant to the Merger Agreement, on April 1,
2015 Woodway merged with Westwood Trust, a wholly-owned subsidiary of Westwood, with Westwood Trust being the
surviving entity (the “Merger”). The total Merger consideration consisted of (i) $30.6 million in cash and stock, as described
below, and (ii) contingent consideration equal to the annualized revenue from the post-closing business of Woodway for the
twelve-month period ending March 31, 2016 (the “Earn-Out Period”), adjusted for certain clients or accounts that have
terminated, and capped at $15 million (the “Earn-Out Amount”).
The Merger consideration of $39.7 million consisted of (i) closing date consideration of $25.3 million paid in cash
and the issuance of 109,712 shares of Westwood common stock, valued at $5.3 million (discounted from $6.7 million due to
certain required holding periods), and (ii) contingent consideration of $9.1 million, based on estimates and assumptions as of
the closing date of the acquisition, to be paid after the Earn-Out Period. The acquired assets were deemed to constitute a
business in a transaction using the purchase method of accounting for business combinations. Accordingly, the purchase price
was allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values as of
the acquisition date. See further discussion of the acquisition of Woodway in Note 5 “Acquisitions, Goodwill and Other
Intangible Assets.”
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Principles of consolidation
The accompanying consolidated financial statements include the accounts of Westwood and its subsidiaries. All
significant intercompany accounts and transactions have been eliminated upon consolidation.
We assess each legal entity that we manage to determine whether consolidation is appropriate at the onset of the
relationship. We first determine whether the entity is a variable interest entity (“VIE”), or a voting interest entity (“VOE”),
under U.S. generally accepted accounting principles (“GAAP”) and then whether we have a controlling financial interest in the
entity. Assessing whether or not an entity is a VOE or VIE and if it requires consolidation involves judgment and analysis.
Factors considered in this assessment include, but are not limited to, the legal organization of the entity, our equity ownership
and contractual involvement with the entity and any related party or de facto agent implications of our involvement with the
entity. We reconsider whether entities are a VIE or VOE whenever contractual arrangements change, the entity receives
additional equity or returns equity to its investors or changes in facts and circumstances occur that change the investors’ ability
to direct the activities of the entity.
F-8
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
A VIE is an entity in which (i) the total equity investment at risk is not sufficient to enable the entity to finance its
activities without subordinated financial support or (ii) the at-risk equity holders do not have the normal characteristics of a
controlling financial interest. That is, the at-risk equity holders do not have the obligation to absorb losses, the right to receive
residual returns and/or the right to direct the activities of the entity that most significantly impact the entity’s economic
performance. An enterprise must consolidate all VIEs of which it is the primary beneficiary. We determine if a sponsored
investment meets the definition of a VIE by considering whether the fund’s equity investment at risk is sufficient to finance its
activities without additional subordinated financial support and whether the fund’s at-risk equity holders absorb any losses,
have the right to receive residual returns and have the right to direct the activities of the entity most responsible for the entity’s
economic performance. For VIEs that are investment companies, the primary beneficiary of the VIE is the party that absorbs a
majority of the expected losses of the VIE, receives a majority of the expected residual returns of the VIE, or both. For VIEs
that are not investment companies, the primary beneficiary of a VIE is defined as the party who, considering the involvement of
related parties and de facto agents, has (i) the power to direct the activities of the VIE that most significantly affect its economic
performance and (ii) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could
potentially be significant to the VIE. This evaluation is updated continuously.
Westwood Investment Funds PLC (the “UCITS Fund”), which was authorized by the Central Bank of Ireland on
June 18, 2013 pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities)
Regulations 2011, is an Ireland domiciled umbrella-type open-ended self-managed investment company. The UCITS Fund is an
umbrella fund with segregated assets and liabilities between sub-funds, and notwithstanding the segregation of assets and
liabilities within each sub-fund, the UCITS Fund is a single legal entity and no sub-fund constitutes a legal entity separate from
the UCITS Fund. The base currency of the UCITS Fund is the British pound sterling. We determined that the UCITS Fund was
a VIE as its at-risk equity holders do not have the ability to direct the activities of the UCITS Fund that most significantly
impact the entity’s economic performance. The Company and its representatives have a majority control of the UCITS Fund’s
Board of Directors and can influence the UCITS Fund’s management and affairs. The UCITS Fund’s Board of Directors
maintains this control through its duties, which are stated in the UCITS Fund’s Memorandum, and Articles of Association,
which have no expiration date. We concluded that the Company was not the primary beneficiary of the UCITS Fund because,
even though it has the power to direct the activities of the UCITS Fund that most significantly impact the fund’s economic
performance, it does not absorb a majority of the UCITS Fund’s expected losses and does not receive a majority of the UCITS
Fund’s expected residual returns. Therefore, the results of the UCITS Fund are not included in the Company’s consolidated
financial results.
We have also evaluated all of our advisory relationships with the Westwood Funds®, collective investment trusts
and limited liability companies and our relationship as sponsor of the common trust funds to determine whether or not we
qualify as the primary beneficiary based on whether there is an obligation to absorb the majority of expected losses or a right to
receive the majority of residual returns. Since all losses and returns are distributed to the shareholders of these VIEs, we are not
the primary beneficiary and consequently these VIEs are not included in our consolidated financial statements. We have
included the disclosures related to VIEs in Note 11 "Variable Interest Entities".
A VOE is an entity that is outside the scope of the guidance for VIEs. Consolidation of a VOE is required when a
reporting entity owns a controlling financial interest in a VOE. Ownership of a majority of the voting interests is the usual
condition for a controlling financial interest. At December 31, 2015, none of our sponsored investment entities were VOEs
subject to this assessment by the Company.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents consist of money market funds and other short-term, highly liquid investments with
maturities of three months or less, other than pooled investment vehicles that are considered investments. We maintain some
cash and cash equivalents balances with financial institutions that are in excess of Federal Deposit Insurance Corporation
insurance limits. The Company has not experienced losses on uninsured cash accounts.
F-9
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Accounts Receivable
Accounts receivable represents balances arising from services provided to customers and are recorded on an
accrual basis, net of any allowance for doubtful accounts. Accounts receivable are written off when they are determined to be
uncollectible. Any allowance for doubtful accounts is estimated based on the Company’s historical amounts written off, existing
conditions in the industry, and the financial stability of the customer. The majority of our accounts receivable balances consist
of advisory and trust fees receivable from customers that we believe and have experienced to be fully collectible. Accordingly
our consolidated financial statements do not include an allowance for bad debt nor any bad debt expense.
Investments
Investments are classified as trading securities and are carried at quoted market values on the accompanying
consolidated balance sheets. Net unrealized holding gains or losses on investments classified as trading securities are reflected
as a component of other revenues. We measure realized gains and losses on investments using the specific identification
method.
Fair Value of Financial Instruments
We determined the estimated fair values of our financial instruments using available information. The fair value
amounts discussed in Notes 3 "Investments" and 4 "Fair Value of Financial Instruments" are not necessarily indicative of either
the amounts realizable upon disposition of these instruments or our intent or ability to dispose of these assets. The estimated fair
value of cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued liabilities, dividends
payable, compensation and benefits payable and income taxes payable approximates their carrying value due to their short-term
maturities. The carrying amount of investments designated as “trading” securities, primarily U.S. Government and Government
agency obligations, money market funds, Westwood Funds® mutual funds and Westwood Trust common trust fund shares,
equals fair value based on prices quoted in active markets and, with respect to funds, the reported net asset value of the shares
held. Market values of our money market holdings generally do not fluctuate.
Goodwill and Other Intangible Assets
Goodwill represents the excess of the cost of acquired assets over the fair value of the underlying identifiable
assets at the date of acquisition. Goodwill is not amortized but is tested at least annually for impairment.
We test more frequently if indicators are present or changes in circumstances suggest that impairment may exist.
These indicators include, among others, declines in sales, earnings or cash flows, or the development of a material adverse
change in the business climate. We assess goodwill for impairment at the reporting unit level, which is defined as an operating
segment or one level below an operating segment, referred to as a component. We have identified two reporting units, which are
consistent with our reporting segments: Advisory and Trust. The Company is not required to calculate the fair value of a
reporting unit unless we determine that it is more likely than not that its fair value is less than the carrying amount. We assess
goodwill for impairment using either a qualitative or quantitative assessment. The qualitative assessment includes consideration
of the current trends in the industry in which we operate, macroeconomic conditions, recent financial performance of our
reporting units and a market multiple approach valuation. In performing the annual impairment test during the third quarter, or
more frequently when impairment indicators exist, and after assessing the qualitative factors, we may be required to utilize the
two-step approach prescribed by ASC 350 “Goodwill and Other Intangible Assets”. We may also elect to skip the qualitative
assessment and proceed directly to the quantitative analysis. The quantitative analysis requires a comparison of each reporting
unit’s carrying value to the fair value of the respective unit. If the carrying value exceeds the fair value, a second step is
performed to measure the amount of impairment loss, if any. The fair value of each reporting unit is estimated, entirely or
predominantly, using a market multiple approach. During the third quarter of 2015, we completed our annual goodwill
impairment assessment and determined that no impairment loss was required. No impairments were recorded during any of the
periods presented.
Our intangible assets represent the acquisition date fair value of the acquired client relationships, trade names and
non-compete agreements, as well as the cost of internally-developed software, each of which is reflected net of amortization. In
valuing these assets, we made significant estimates regarding the useful lives, growth rates and potential attrition. We
periodically review our intangible assets for events or circumstances that would indicate impairment. See Note 5 "Acquisitions,
Goodwill and Other Intangible Assets."
F-10
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Depreciation of furniture and equipment
is provided over the estimated useful lives of the assets (from 3 to 7 years), and depreciation on leasehold improvements is
provided over the lesser of the estimated useful life or lease term using the straight-line method. We capitalize leasehold
improvements, furniture and fixtures, computer hardware and most office equipment purchases.
Revenue Recognition
Investment advisory and trust fees are recognized as services are provided. These fees are determined in
accordance with contracts between our subsidiaries and their clients and are generally based on a percentage of assets under
management. A limited number of our clients have contractual performance-based fee arrangements, which pay us an additional
fee if we outperform a specified index over a specific period of time. We record revenue for performance-based fees at the end
of the measurement period. Most advisory and trust fees are payable in advance or in arrears on a calendar quarterly basis.
Advance payments are deferred and recognized over the periods services are performed. Since billing periods for most of our
advance paying clients coincide with the calendar quarter to which payment relates, revenue is fully recognized within the
quarter. Consequently no significant amount of deferred revenue is contained in our consolidated financial statements. Deferred
revenue is shown on the consolidated balance sheets under the heading of “Accounts payable and accrued liabilities”. Other
revenues generally consist of interest and investment income, which are recognized as earned.
Stock-Based Compensation
We account for stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation.
Under ASC 718, stock-based compensation expense reflects the fair value of stock-based awards measured at grant date, is
recognized over the relevant service period, and adjusted each period for anticipated forfeitures. We expense the fair value of
stock-based compensation awards granted to our employees and directors in our consolidated financial statements on a straight-
line basis over the period that services are required to be provided in exchange for the award (“requisite service period”), which
is typically the period over which the award vests. Stock-based compensation is recognized only for awards that vest, and our
periodic accrual of compensation cost is based on the estimated number of awards expected to vest. We measure the fair value
of compensation cost related to restricted stock awards based on the closing market price of our common stock on the grant
date. For performance-based share awards, we assess actual performance versus the predetermined performance goals and
record compensation expense once we conclude it is probable that we will meet the performance goals required to vest the
applicable performance-based awards.
We have issued restricted stock in accordance with our Third Amended and Restated Westwood Holdings Group,
Inc. Stock Incentive Plan (the “Plan”). We apply judgment in developing an expectation of awards of restricted stock that may
be forfeited. If actual experience differs significantly from these estimates, stock-based compensation expense and our results of
operations could be materially affected.
The Share Award Plan of Westwood Holdings Group, Inc. for Service Provided in Canada to its Subsidiaries (the
“Canadian Plan”) provides compensation in the form of common stock for services performed by employees of Westwood
International. We record compensation costs for these awards on a straight-line basis over the vesting period, once we
determine it is probable that the award will be earned. Awards expected to be settled in shares are funded into a trust pursuant
to an established Canadian employee benefit plan. Generally, the Canadian trust subsequently acquires Westwood common
shares in market transactions and holds such shares until the shares are vested and distributed, or forfeited. Shares held in the
trust are shown on our consolidated balance sheet as treasury shares. Until shares are acquired by the trust, we record
compensation costs and measure the liability as a cash-based award, which is included in “Compensation and benefits payable”
on our consolidated balance sheets. For the years ended December 31, 2015, 2014 and 2013, the compensation expense
recorded for these awards was $145,000, $359,000 and $344,000, respectively. When the number of shares related to an award
is determinable, the award becomes an equity award accounted for in a manner similar to restricted stock, which is described in
Note 9 "Employee Benefits".
Tax benefits realized upon the vesting of restricted shares that exceed the expense previously recognized for
reporting purposes are recorded in stockholder’s equity and reflected as a financing activity in our Consolidated Statements of
Cash Flows. If the tax benefit upon vesting is less than the expense previously recorded, the shortfall is recorded in
stockholder’s equity. If the shortfall exceeds available windfall benefits in equity, they are recorded in our Consolidated
Statements of Comprehensive Income and as an operating activity on our Consolidated Statements of Cash Flows.
F-11
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Currency Translation
Assets and liabilities of Westwood International, our non-U.S. dollar functional currency subsidiary, are translated
at exchange rates as of applicable reporting dates. Revenues and expenses are translated at average exchange rates during the
periods indicated. The gains and losses resulting from translating non-U.S. dollar functional currency into U.S. dollars are
recorded through other comprehensive income.
Income Taxes
We file a United States federal income tax return as a consolidated group for Westwood and its subsidiaries based
in the US. We file a Canadian income tax return for Westwood International. Deferred income tax assets and liabilities are
determined based on temporary differences between the financial statements and income tax bases of assets and liabilities as
measured at enacted income tax rates. Deferred income tax expense is generally the result of changes in deferred tax assets and
liabilities. Deferred taxes relate primarily to incentive compensation and stock-based compensation expense.
We record net deferred tax assets to the extent we believe such assets will more likely than not be realized. In
making such a determination, we consider all available positive and negative evidence, including future reversals of existing
taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. In the
event we were to determine that we would not be able to realize our deferred income tax assets in the future, we would record a
valuation allowance. No valuation allowance has been recorded in our consolidated financial statements.
We account for uncertain tax positions by recognizing the impact of a tax position in our consolidated financial
statements when we believe it is more likely than not that the tax position would not be sustained upon examination by the
appropriate tax authority, based on the merits of the position. We include penalties and interest on income-based taxes, if any, in
the “General and administrative” line on our consolidated statements of comprehensive income. At December 31, 2015, we had
$1.6 million of unrecognized tax benefits accrued, net of $607,000 federal deferred tax assets, related to uncertain tax positions.
At December 31, 2014, the Company had not established any reserves for, nor recorded any unrecognized tax benefits related
to, uncertain tax positions. See Note 7 "Income Taxes."
Business Combinations
In allocating the purchase price of a business combination, the Company records all assets acquired and liabilities
assumed at fair value, with the excess of the purchase price over the aggregate fair values recorded as goodwill. ASC 820
defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The purchase price of an acquisition is allocated to the underlying assets
acquired and liabilities assumed based upon their estimated fair values as of the date of acquisition. To the extent the purchase
price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is
allocated to goodwill. The Company determines the estimated fair values after review and consideration of relevant
information, including discounted cash flows, quoted market prices and estimates made by management. The fair value
assigned to identifiable intangible assets acquired is based on estimates and assumptions made by management at the time of
the acquisition. The Company adjusts the preliminary purchase price allocation, as necessary, during the measurement period
of up to one year after the acquisition closing date as it obtains more information as to facts and circumstances existing as of the
acquisition date. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred.
The acquired customer accounts, trade names and non-compete agreements are subject to fair value measurements
based primarily on significant inputs not observable in the market and thus represent level 3 measurements. The valuation of an
acquired customer list utilizes an income approach, which provides an estimate of the fair value of an asset based on discounted
cash flows and management estimates, including the estimated growth associated with existing clients, market growth and
client attrition. The valuation of acquired trade names uses a relief from royalty method in which the fair value of the intangible
asset is estimated to be the present value of royalties saved because the Company owns the intangible asset. Revenue
projections and estimated useful lives are used in estimating the fair value of the trade names. The non-compete agreements are
calculated using the with-or-without method, which utilizes the probability of these employees competing with the Company
and revenue projections to calculate the valuation of non-competition agreements.
When an acquisition includes future contingent consideration on achieving certain annualized revenue from the
post-closing acquired business over a specified time period, the Company estimates the fair value of the earn-out using overall
revenue growth projections combined with existing customer base lost revenue projections, both discounted and probability-
weighted. A liability is recorded for the estimated fair value of the contingent consideration on the acquisition date, and the fair
value of the contingent consideration is remeasured at each subsequent reporting period with any change in fair value
recognized as income or expense within the consolidated statement of comprehensive income.
F-12
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Recent Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which
resulted from a joint project by the FASB and the International Accounting Standards Board to clarify the principles for
recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards
("IFRS"). The issuance of a comprehensive and converged standard on revenue recognition is expected to improve the ability of
financial statement users to understand and consistently analyze an entity’s revenue across industries, transactions, and
geographies. The standard will require additional disclosures to help financial statement users better understand the nature,
amount, timing, and potential uncertainty of the revenue being recognized. In August 2015, in order to amend the effective date
of ASU 2014-09, the FASB issued ASU 2015-14, Revenue from Contracts with Customers – Deferral of the Effective Date.
Under the amendment, the effective date of ASU 2014-09 has been extended by one year for all entities. For public entities, the
ASU will be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods
within that reporting period. Retrospective application is required, with the entity either applying the change to each prior
reporting period presented or applying the cumulative effect of each prior reporting period presented at the date of initial
application. Early adoption is permitted based on the initial effective date of December 15, 2016. We are currently evaluating
the impact that the application will have on our consolidated financial statements and disclosures and expect to adopt the new
standard within the required time frame.
In February 2015, the FASB issued ASU 2015-02, Consolidation – Amendments to the Consolidation Analysis.
This amendment modifies the analysis required to evaluate whether certain legal entities should be consolidated, including
variable interest entities. This amendment changes the evaluation of fee arrangements and related party transactions when
determining whether to consolidate a variable interest entity. The amendment is effective for annual reporting periods beginning
after December 15, 2016 and for interim periods within reporting periods beginning after December 15, 2017, although early
adoption is permitted. We are currently evaluating the impact that the application of ASU 2015-02 will have on our
consolidated financial statements and disclosures.
In April 2015, the FASB issued ASU 2015-05, Intangibles – Goodwill and Other – Internal-Use Software. This
amendment provides guidance about whether a cloud computing arrangement includes a software license. The new guidance
clarifies that software licenses included in a cloud computing software should be accounted for in the same manner as other
software licenses. If the cloud computing arrangement does not include a software license, the arrangement should be
accounted for as a service contract. This amendment is effective for annual reporting periods, including interim periods within
those periods, beginning after December 15, 2015, with early adoption permitted. We have elected to early adopt this
amendment in the current fiscal year, which did not have a material impact on our consolidated financial statements.
In May 2015, the FASB issued ASU 2015-07, Fair Value Measurements – Disclosures for Certain Entities that
Calculate Net Asset Value per Share. This amendment updates guidance intended to eliminate the diversity in practice
surrounding how investments measured at net asset value under the practical expedient with future redemption dates have been
categorized in the fair value hierarchy. Under the updated guidance, investments for which fair value is measured at net asset
value per share using the practical expedient should no longer be categorized in the fair value hierarchy. The updated guidance
requires retrospective adoption for all periods presented and is effective for interim and annual reporting periods beginning after
December 15, 2015, with early adoption permitted. Except for the disclosure requirements, we do not expect the adoption of
this guidance to impact our consolidated financial statements.
In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805) - Simplifying the
Accounting for Measurement-Period Adjustments. The amendment applies to entities that have reported provisional amounts
related to a business combination for which the accounting is incomplete by the end of the reporting period and have an
adjustment to provisional amounts previously recognized during a later measurement period. Changes in provisional amounts
recorded for acquired assets and liabilities are to be adjusted in the period the adjustment is known, with a corresponding
adjustment booked to goodwill. The acquirer is no longer required to revise comparative information from prior years for the
effect of changes in provisional amounts. For public business entities, the amendment is effective for fiscal years beginning
after December 15, 2015, including interim periods within those fiscal years, with early adoption permitted. We have elected to
early adopt this amendment in the current fiscal year. This amendment may impact our disclosure of the Woodway acquisition,
should we adjust the fair value of the acquired assets and liabilities during the year ended December 31, 2016.
In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740) - Balance Sheet Classification of
Deferred Taxes. The purpose of this amendment is to simplify the presentation of deferred taxes on the statement of financial
position and further align the presentation of deferred taxes with IFRS. The amendment requires that deferred tax assets and
liabilities be classified as noncurrent in the classified balance sheet, where before they were required to be classified as current
and noncurrent based on their nature. This amendment applies to all entities with deferred taxes. The amendment may be
applied prospectively or retrospectively. For public business entities, the amendment is affective for interim periods and fiscal
years beginning after December 31, 2016, with early adoption permitted. We have elected to prospectively early adopt this
F-13
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
amendment in the current fiscal year, and all deferred taxes are classified as noncurrent in our consolidated balance sheet at
December 31, 2015. See further discussion in Note 7 "Income Taxes."
3. INVESTMENTS:
Investments are presented below (in thousands). All investments are carried at fair value, and all investments are
accounted for as trading securities.
December 31, 2015:
U.S. Government and Government agency obligations .........
Money market funds ...............................................................
Equity funds............................................................................
Marketable securities.......................................................
December 31, 2014:
U.S. Government and Government agency obligations .........
Money market funds ...............................................................
Equity funds............................................................................
Marketable securities.......................................................
Cost
50,972
9,179
12,653
72,804
Cost
66,761
8,250
4,477
79,488
$
$
$
$
$
$
$
$
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair
Value
15
—
—
15
Gross
Unrealized
Gains
20
—
223
243
$
$
$
$
(15) $
—
(484)
(499) $
50,972
9,179
12,169
72,320
Gross
Unrealized
Losses
Estimated
Fair
Value
(8) $
—
(103)
(111) $
66,773
8,250
4,597
79,620
The following amounts, except for income tax amounts, are included in our consolidated statements of
comprehensive income under the heading “Other revenues” for the years indicated (in thousands):
Realized gains ....................................................................................................
Realized losses ...................................................................................................
Net realized gains ...............................................................................................
Income tax expense from gains ..........................................................................
Interest income – trading....................................................................................
Dividend income ................................................................................................
Unrealized gains/(losses)....................................................................................
$
$
$
$
$
$
$
283
(43)
$
240
$
84
$
143
$
284
(613) $
156
(50)
106
37
51
212
75
$
$
$
$
$
$
629
(4)
625
225
28
541
(325)
2015
2014
2013
As of December 31, 2015, corporate funds totaling $8.7 million were invested in the Westwood Funds® and
Westwood Common Trust Funds and corporate funds aggregating $2.0 million were invested in a UCITS fund. See Note 11
"Variable Interest Entities".
4. FAIR VALUE OF FINANCIAL INSTRUMENTS:
ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring
fair value and requires additional disclosures regarding certain fair value measurements. ASC 820 establishes a three-tier
hierarchy for measuring fair value as follows:
• 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.
F-14
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table summarizes the values of our assets as of the dates indicated within the fair value hierarchy
(in thousands).
As of December 31, 2015
Investments in trading securities ............................................
Contingent consideration ........................................................
As of December 31, 2014
Investments in trading securities ............................................
Level 1
Level 2
Level 3
Total
$
$
$
$
69,260
—
69,260
77,327
77,327
$
$
$
$
3,060
—
3,060
2,293
2,293
$
$
$
$
— $
(9,023)
(9,023) $
72,320
(9,023)
63,297
— $
— $
79,620
79,620
Investments categorized as level 2 assets consist of investments in common trust funds sponsored by Westwood
Trust. Common trust funds are private investment vehicles comprised of commingled investments held in trusts that are valued
using the Net Asset Value (“NAV”) calculated by us as administrator of the funds. The NAV is calculated using indirectly
observed inputs, as the unit price is based on the market value of the underlying investments traded on an active market. We
can make withdrawals from the common trust funds on a daily basis, as needed for liquidity, and there are no restrictions on
redemption as of December 31, 2015.
Contingent consideration categorized as a level 3 liability is related to the acquisition of Woodway (see Note 5
“Acquisitions, Goodwill and Other Intangible Assets”). As of the acquisition date, the Company estimated that the Earn-Out
Amount would be $9.1 million, based on then existing facts and circumstances. The fair value of contingent consideration is
measured using the projected payment date, discount rates, probabilities of payment, and projected revenues. The projected
contingent payment is discounted back to the current period using a discounted cash flow model. Projected revenues are based
on the Company’s most recent internal operational budgets and long-range strategic plans. Increases or decreases in projected
revenues, probabilities of payment, discount rates or projected payment dates may result in higher or lower fair value
measurements. Fluctuations in any of the inputs may result in a significantly lower or higher fair value measurement.
For periods subsequent to the initial measurement of the contingent consideration, changes in the fair value of the
contingent consideration are recorded in Other revenues, net on the consolidated statements of comprehensive income. During
the fourth quarter of 2015, the Company revised its estimate of the acquisition date Earn-Out Amount to $9.0 million and
recorded $78,600 in other revenues.
The following table represents the range of the unobservable inputs utilized in the fair value measurement of the
contingent consideration classified as level 3:
Valuation Technique
Discounted Cash Flow
Unobservable Input
Discount rate
AUM growth rate
Range
6.0 %
(7.5)% to 8.1%
Weighted Average Rate
6.0%
0.9 %
The following table provides a reconciliation of the beginning and ending balances of items measured at fair value
on a recurring basis that used significant unobservable inputs (in thousands):
Contingent Consideration
Beginning balance, December 31, 2014.................. $
Acquisition of Woodway..................................
Change in carrying value..................................
Cash payments..................................................
Equity payments...............................................
Ending balance, December 31, 2015....................... $
—
9,102
(79)
—
—
9,023
F-15
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
5. ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS:
Acquisition of Woodway Financial Advisors
Westwood completed the acquisition of Woodway on April 1, 2015. The total Merger consideration consisted of
(i) $30.6 million in cash and stock, as described below, and (ii) contingent consideration equal to the annualized revenue from
the post-closing business of Woodway for the twelve-month period ending March 31, 2016 (the “Earn-Out Period”), adjusted
for certain clients or accounts that have terminated, and capped at $15 million (the “Earn-Out Amount”). The Earn-Out Amount
will be paid 54.84% in cash and 45.16% in shares of Westwood’s common stock, valued using the average closing price during
the last 30 calendar days of the Earn-Out Period. In relation to the Merger, Westwood entered into employment agreements
with certain Woodway employees, which, among other things, provided for specified compensation and benefits for the related
employees.
The Merger consideration of $39.7 million consisted of (i) closing date consideration of $25.3 million paid in cash
and issuance of 109,712 shares of Westwood common stock, valued at $5.3 million (discounted from $6.7 million due to
certain required holding periods), and (ii) contingent consideration of $9.1 million, based on estimates and assumptions on the
closing date of the acquisition, to be paid no later than 75 calendar days after the last day of the Earn-Out Period. The estimated
fair value of the Earn-Out Amount was determined by using overall revenue growth projections combined with existing
customer base lost revenue projections, both discounted and probability-weighted. The fair value measurement of the Earn-Out
Amount was based primarily on significant inputs not observable in the market and thus represents a level 3 measurement as
defined in ASC 820. See further discussion in Note 4 "Fair Value of Financial Instruments."
The acquisition of Woodway was accounted for using the acquisition method of accounting. Accordingly, the
purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated
fair values as of the acquisition date. As of December 31, 2015, consideration of $39.7 million has been allocated using
Woodway’s historical balance sheet at March 31, 2015 based on valuations of acquired assets and assumed liabilities in
connection with the acquisition.
The allocation of the purchase price is as follows (in thousands):
Cash and cash equivalents.......................................
Accounts receivable ................................................
Other current assets .................................................
Goodwill(i) ...............................................................
Identifiable intangibles(ii).........................................
Property and equipment ..........................................
Accounts payable and accrued liabilities ................
Income tax payable .................................................
Purchase price .........................................................
$
$
1,205
936
253
15,889
21,334
197
(61)
(20)
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
Client relationships..........................................................
Non-compete agreements ................................................
Trade name ......................................................................
$
Fair Value
20,391
257
686
Estimated Useful Lives
15 years
3 years
5 years
At the time of the acquisition, the Company believed that its enhanced market position and future growth
potential were the primary factors that contributed to a total purchase price that resulted in the recognition of goodwill. As of
December 31, 2015, $6.8 million of the goodwill arising from the acquisition is expected to be deductible for tax purposes.
We incurred transaction costs of $1.1 million related to the Woodway acquisition, of which $732,000 and
$392,000 are included in “Professional services” on our consolidated statements of comprehensive income for the years ended
December 31, 2015 and 2014, respectively.
F-16
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Our consolidated results for the year ended December 31, 2015 included Total revenues and Net income
attributable to Woodway of $7.7 million and $2.2 million, respectively.
Pro Forma Financial Information
The following unaudited pro forma results of operations for the twelve months ended December 31, 2015 and
2014 assume that the Woodway acquisition had occurred on January 1, 2014, after giving effect to acquisition accounting
adjustments relating to amortization of the valued intangible assets and to record additional compensation costs related to
employment contracts entered into as a result of the acquisition. These unaudited pro forma results exclude one-time, non-
recurring costs related to the acquisition, including $1.1 million of transaction costs. This unaudited pro forma information
should not be relied upon as being necessarily indicative of the historical results that would have been obtained if the Merger
had actually occurred on that date, nor of the results that may be obtained in the future.
(in thousands)
Total revenues..........................................
Net income...............................................
2015
$
$
133,628
28,080
$
$
2014
123,729
29,429
Year Ended December 31,
Goodwill
Goodwill represents the excess of the cost of acquired assets over the fair value of the underlying identifiable
assets at the date of acquisition. Changes in goodwill are as follows (in thousands):
As of December 31,
2015
2014
Beginning balance ....................................................
Acquisition of Woodway (1) ......................................
Ending balance..........................................................
$
$
11,255
15,889
27,144
$
$
11,255
—
11,255
(1) The $15.9 million of goodwill acquired through the acquisition of Woodway is entirely attributable to the Trust segment.
Goodwill is not amortized but is tested for impairment at least annually. We completed our annual goodwill
impairment assessment during the third quarter of 2015 and determined that no impairment loss was required. No impairments
were recorded during the year ended December 31, 2015, 2014 or 2013.
Other Intangible Assets
Our intangible assets represent the acquisition date fair value of acquired client relationships, trade names, non-
compete agreements and internally-developed software and are reflected net of amortization. In valuing these assets, we made
significant estimates regarding their useful lives, growth rates and potential attrition. The following is a summary of intangible
assets at December 31, 2015 and 2014 (in thousands, except years):
2015
Client relationships...................................................
Trade names .............................................................
Non-compete agreements .........................................
Internally developed software ..................................
2014
Client relationships...................................................
Trade names .............................................................
Non-compete agreements .........................................
Weighted Average
Amortization
Period (years)
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
$
$
$
$
25,396
942
283
136
26,757
5,005
256
26
5,287
$
$
$
$
(2,954) $
(358)
(91)
—
(3,403) $
(1,575) $
(256)
(26)
(1,857) $
22,442
584
192
136
23,354
3,430
—
—
3,430
14.8
4.2
2.9
7.0
14.2
2.0
2.3
F-17
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Amortization expense, which is included in “General and administrative” expense on our consolidated statements
of comprehensive income, was $1.5 million, $359,000 and $359,000 for the years ended December 31, 2015, 2014 and 2013,
respectively.
Estimated amortization expense for intangible assets over the next five years is as follows (in thousands):
Estimated
Amortization Expense
For the year ending December 31,
2016 ........................................................... $
2017 ...........................................................
2018 ...........................................................
2019 ...........................................................
2020 ...........................................................
1,960
1,960
1,896
1,875
1,760
6. BALANCE SHEET COMPONENTS:
Property and Equipment
The following table reflects information about our property and equipment as of December 31, 2015 and 2014 (in
thousands):
As of December 31,
2015
2014
Leasehold improvements................................................................................................
Furniture and fixtures .....................................................................................................
Computer hardware and office equipment .....................................................................
Construction in progress.................................................................................................
Accumulated depreciation..............................................................................................
Net property and equipment ...........................................................................................
$
$
1,728
1,804
2,116
231
(3,687)
2,192
$
$
2,274
1,516
1,563
—
(2,720)
2,633
Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss were as follows (in thousands):
Foreign currency translation adjustment, net of tax of $102 and $127..........................
Accumulated other comprehensive loss .........................................................................
$
$
(4,688) $
(4,688) $
(1,231)
(1,231)
As of December 31,
2015
2014
7. INCOME TAXES:
Income Tax Provision
Income (loss) before income taxes by jurisdiction is as follows (in thousands):
United States ................................................................................................
Canada..........................................................................................................
Total .............................................................................................................
$
$
27,324
14,896
42,220
$
$
36,104
5,932
42,036
$
$
30,799
(2,614)
28,185
Income tax expense differs from the amount that would otherwise have been calculated by applying the U.S.
Federal corporate tax rate of 35% to income before income taxes.
Years ended December 31,
2015
2014
2013
F-18
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The difference between the Federal corporate tax rate and the effective tax rate is comprised of the following (in
thousands):
Years ended December 31,
2015
2014
2013
Income tax provision computed at US federal statutory
rate ......................................................................................
Canadian rate differential ...................................................
Change in uncertain tax positions, net of federal benefit ...
State and local income taxes, net of federal benefit ...........
Other, net ............................................................................
$ 14,777
(1,287)
1,059
35.0% $ 14,712
(520)
(3.0)
—
2.5
35.0% $
(1.2)
—
222
—
9,864
35.0%
465
101
1.1
0.2
442
153
1.1
386
(124)
35.2% $ 10,348
0.3
0.7
—
1.4
(0.4)
36.7%
Total income tax expense ...................................................
$ 15,115
35.8% $ 14,787
Effective income tax rate....................................................
35.8%
35.2%
36.7%
We include penalties and interest on income-based taxes in the “General and administrative” line on our
consolidated statements of comprehensive income. We recorded $119,000 and $16,000 of penalties and interest in 2015 and
2014, respectively. There were no penalties and interest in 2013.
Income tax provision (benefit) as set forth in the consolidated statements of comprehensive income consisted of
the following components (in thousands):
Years ended December 31,
2015
2014
2013
Current taxes:
US Federal .........................................................................................
State and local....................................................................................
Foreign...............................................................................................
Total..........................................................................................................
Deferred taxes:
US Federal .........................................................................................
State and local....................................................................................
Foreign...............................................................................................
Total..........................................................................................................
Total income tax expense ...................................................................................
$
$
12,015
2,564
3,821
18,400
(3,331)
(156)
202
(3,285)
15,115
$
$
16,230
690
—
16,920
(3,590)
(40)
1,497
(2,133)
14,787
$
$
10,683
602
—
11,285
(240)
(5)
(692)
(937)
10,348
Deferred Income Taxes
The tax effects of temporary differences that give rise to the deferred tax assets and deferred tax liabilities are
presented below (in thousands):
F-19
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Deferred tax assets:
Share-based compensation expense......................................................................
Net operating loss .................................................................................................
Deferred rent.........................................................................................................
Compensation and benefits payable .....................................................................
Federal unrecognized tax benefit..........................................................................
Other .....................................................................................................................
Total deferred tax assets .................................................................................................
Deferred tax liabilities:
Property and equipment........................................................................................
Intangibles.............................................................................................................
Unrealized gains on investments ..........................................................................
Total deferred tax liabilities............................................................................................
Net deferred tax assets....................................................................................................
Net deferred tax assets and liabilities are as follows (in thousands):
Net current deferred tax assets(1) ....................................................................................
Net current deferred tax liabilities(1)...............................................................................
Total net current deferred tax assets(1) ............................................................................
Net non-current deferred tax assets ................................................................................
Net non-current deferred tax liabilities ..........................................................................
Net non-current deferred tax assets reflected on the balance sheets ..............................
Total net deferred tax assets ...........................................................................................
As of December 31,
2015
2014
$
6,258
—
51
5,222
607
166
12,304
(233)
(959)
(70)
(1,262)
11,042
$
5,210
166
186
3,280
—
112
8,954
(334)
(645)
(123)
(1,102)
7,852
As of December 31,
2015
2014
— $
—
—
12,304
(1,262)
11,042
11,042
$
6,268
(2,208)
4,060
4,782
(990)
3,792
7,852
$
$
$
$
________________
(1) We have elected to prospectively early adopt ASU 2015-17 in the current fiscal year. See further discussion in Note 2 "Summary of Significant Accounting
Policies."
The Company is subject to taxation in the United States and various state and foreign jurisdictions. As of
December 31, 2015, the Company’s 2012, 2013 and 2014 tax years are open for examination by the Internal Revenue Service,
and various state and foreign jurisdiction tax years remain open to examination. We are not currently under audit by any taxing
jurisdiction.
We have not provided U.S. income taxes and foreign withholdings taxes on the undistributed earnings of our
foreign subsidiary, Westwood International, because we intend to permanently reinvest such earnings outside the U.S.. If these
foreign earnings were to be repatriated in the future, the related U.S. tax liability may be reduced by any foreign income taxes
previously paid on these earnings. As of December 31, 2015, the cumulative amount of earnings upon which U.S. income taxes
have not been provided is approximately $8 million, and the unrecognized deferred tax liability related to these earnings is
approximately $600,000.
F-20
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
As of December 31, 2015, the Company's gross liability related to uncertain tax positions was $1.6 million. A
number of years may elapse before an uncertain tax position is finally resolved. To the extent that the Company has favorable
tax settlements, or determines that accrued amounts are no longer needed due to a lapse in the applicable statute of limitations
or other changes in circumstances, such liabilities, as well as the related interest and penalties, would be reversed as a reduction
of income tax expense, net of federal tax effects, in the period such determination is made. We had no liability for uncertain tax
positions recorded during the years ended December 31, 2013 and 2014. A reconciliation of the change in recorded uncertain
tax positions during the year ended December 31, 2015 is as follows (in thousands):
Balance at January 1, 2015 ....................................................................
Additions for tax positions related to the current year .....................
Additions for tax positions related to prior years .............................
Balance at December 31, 2015 ..............................................................
$
$
—
492
1,137
1,629
Within the next twelve months, it is reasonably possible that the liability for uncertain tax positions could
decrease by as much as $1.6 million as a result of settlements with certain taxing authorities, which if recognized would
decrease our provision for income taxes by $1.0 million.
8. REGULATORY CAPITAL REQUIREMENTS:
Westwood Trust is subject to the capital requirements of the Texas Department of Banking and has a minimum
capital requirement of $4.0 million. At December 31, 2015, Westwood Trust had approximately $8.9 million in excess of its
minimum capital requirement.
Westwood Trust is limited under applicable Texas law in the payment of dividends of undivided profits, which is
that part of equity capital equal to the balance of net profits, income, gains and losses since formation minus subsequent
distributions to stockholders and transfers to surplus or capital under share dividends or appropriate Board resolutions. At the
discretion of its Board of Directors, Westwood Trust has made quarterly and special dividend payments to us out of its
undivided profits.
Westwood International is subject to the working capital requirements of the Ontario Securities Commission,
which requires that combined cash and receivables exceed current liabilities by at least $100,000 CDN. At December 31, 2015
Westwood International had combined cash and receivables that were $21.5 million CDN (or $15.5 million in U.S. Dollars
using the exchange rate on December 31, 2015) in excess of its current liabilities, which satisfies this requirement.
9. EMPLOYEE BENEFITS:
Stock Based Compensation
Restricted Stock Awards
We have issued restricted shares to our employees and non-employee directors. The Plan reserves shares of
Westwood common stock for issuance to eligible employees, directors and consultants of Westwood or its subsidiaries in the
form of restricted stock and stock options. The total number of shares that may be issued under the Plan (including predecessor
plans to the Plan) may not exceed 4,398,100 shares. In the event of a change in control of Westwood, the Plan contains
provisions providing for the acceleration of the vesting of restricted stock. At December 31, 2015, approximately 678,900
shares remain available for issuance under the Plan.
Canadian Plan
As discussed in Note 2, the Canadian Plan provides compensation in the form of common stock for services
performed by employees of Westwood International. Under the Canadian Plan, no more than $10 million CDN (or $7.2 million
in U.S. Dollars using the exchange rate on December 31, 2015) may be funded to the Plan Trustee to fund purchases of
common stock with respect to awards granted under the Canadian Plan. At December 31, 2015, approximately $4.9 million
remains available for issuance under the Canadian Plan, or approximately 93,900 shares based on the closing share price of our
stock of $52.09 as of the last business day of 2015. During 2015, the trust formed pursuant to the Canadian Plan purchased in
the open market 21,818 Westwood common shares for approximately $1.3 million. On December 15, 2015, 20,375 shares
vested at a total fair value of $1.1 million. As of December 31, 2015, the trust holds 33,174 shares of Westwood common stock.
F-21
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
As of December 31, 2015, unrecognized compensation cost related to restricted stock grants under the Canadian Plan totaled
$854,000, which we expect to recognize over a weighted-average period of 1.8 years.
The following table presents the total stock-based compensation expense recorded and the total income tax
benefit recognized for stock-based compensation arrangements for the years indicated (in thousands):
Service condition restricted stock expense.........................................................
Performance-based restricted stock expense......................................................
Restricted stock expense under the Plan ............................................................
Canadian Plan restricted stock expense .............................................................
Total stock based compensation expense...........................................................
Total income tax benefit recognized related to stock-based compensation .......
$
$
$
Restricted Stock
For the years ended December 31,
2015
2014
2013
9,439
7,403
16,842
732
17,574
6,217
$
$
$
7,580
5,718
13,298
387
13,685
5,764
$
$
$
7,602
3,842
11,444
235
11,679
4,384
Under the Plan, we have granted to employees and non-employee directors restricted stock subject to service
conditions, and to certain key employees restricted stock subject to both service and performance conditions. We accrue
dividends on unvested restricted stock, which are due and payable upon vesting of restricted stock. Accrued dividends coming
due within the next twelve months are included in "Dividends payable" on the consolidated balance sheet, with the remaining
noncurrent portion of accrued dividends included in "Accrued dividends" on the consolidated balance sheet. At December 31,
2015, we had recorded $5.7 million and $1.7 million in Dividends payable and Accrued dividends, respectively. At December
31, 2014, we had recorded $4.9 million and $1.5 million in Dividends payable and Accrued dividends, respectively.
As of December 31, 2015, there was approximately $22.3 million of unrecognized compensation cost for
restricted stock grants under the Plan, which we expect to recognize over a weighted-average period of 2.5 years. In order to
satisfy tax liabilities that employees will owe on their shares that vest, we may withhold a sufficient number of vested shares
from employees on the date vesting occurs to cover minimum tax withholding requirements. We withheld 91,384 shares in
2015 for this purpose. Our two types of restricted stock grants under the Plan are discussed below.
Restricted Stock Subject Only to a Service Condition
For the years ended December 31, 2015, 2014 and 2013, we granted restricted stock to employees and non-
employee directors. Employee shares generally vest over four years and Director shares vest over one year. We calculate
compensation cost for restricted stock grants using the fair market value of our common stock at the date of grant, the number
of shares issued, an adjustment for restrictions on dividends and an estimate of shares that will not vest due to forfeitures. This
compensation cost is amortized on a straight-line basis over the applicable vesting period.
The following table details the status and changes in our restricted stock grants that are subject only to a service
condition for the year ended December 31, 2015:
Restricted shares subject only to a service condition:
Non-vested, January 1, 2015 ..........................................................................................
Granted....................................................................................................................
Vested......................................................................................................................
Forfeited ..................................................................................................................
Non-vested, December 31, 2015 ....................................................................................
Number of
Shares
Weighted Average
Grant Date Fair
Value
496,457
309,932
(186,330)
(39,590)
580,469
$
$
48.14
61.42
41.85
55.38
56.76
The following table shows the weighted-average grant date fair value for shares granted and the total fair value of
shares vested during the years indicated:
Restricted shares subject only to a service condition:
Weighted-average grant date fair value .............................................
Fair value of shares vested (in thousands) .........................................
$
$
2015
2014
2013
61.42
7,797
$
$
58.70
7,236
$
$
43.68
7,568
Years ended December 31,
F-22
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Restricted Stock Subject to Service and Performance Conditions
Under the Plan, certain key employees were provided agreements for grants of restricted shares that vest over a
five-year period subject to achieving annual performance goals established by the Compensation Committee of Westwood’s
Board of Directors. Each year the Compensation Committee establishes a specific goal for that year’s vesting of the restricted
shares, which historically has been based upon Westwood’s adjusted pre-tax income, as defined. The date that the
Compensation Committee establishes the annual goal is considered to be the grant date and the fair value measurement date to
determine expense on the shares that are likely to vest. The vesting period ends when the Compensation Committee formally
approves the performance-based restricted stock vesting based on the final calculation of adjusted pre-tax income as derived
from the Company’s audited financial statements. If a portion of the performance-based restricted shares does not vest, no
compensation expense is recognized for that portion and any previously recognized compensation expense related to shares that
do not vest is reversed. In March 2015, the Compensation Committee established the 2015 goal as adjusted pre-tax income of
at least $46 million, representing a five-year compound annual growth rate of 10% over annual adjusted pre-tax income
recorded in 2009. Adjusted pre-tax income is determined based on our audited financial statements and is equal to income
before income taxes increased by expenses incurred for the year for (i) incentive compensation for all officers and employees,
(ii) performance-based restricted stock awards, and (iii) mutual fund share incentive awards, excluding start-up, non-recurring,
and similar expense items, at the Committee’s discretion. In the first quarter of 2015, we concluded that it was probable that we
would meet the performance goals required to vest the applicable percentage of the performance-based restricted shares this
year and began recording expense related to those shares.
Restricted shares subject to service and performance conditions:
Non-vested, January 1, 2015 ................................................................................................
Granted..........................................................................................................................
Vested............................................................................................................................
Forfeited ........................................................................................................................
Non-vested, December 31, 2015 ..........................................................................................
Number of
Shares
Weighted Average
Grant Date Fair
Value
101,313
101,313
(101,313)
—
101,313
$
$
58.59
61.29
58.59
—
61.29
The following table shows the weighted-average grant date fair value for shares granted and the total fair value of
shares vested during the years indicated:
Restricted shares subject to service and performance conditions:
Weighted-average grant date fair value .......................................................
Fair value of shares vested (in thousands) ...................................................
2015
2014
2013
$
$
61.29
5,936
$
$
58.59
4,143
$
$
44.55
2,948
Years ended December 31,
The above amounts as of December 31, 2015 do not include 118,939 non-vested restricted shares that potentially
vest over performance years subsequent to 2015, as the annual performance goals for those years have not been set by the
Compensation Committee and therefore no grant date has been established.
Deferred Share Units
We have a deferred share unit (“DSU”) plan for employees of Westwood International. A DSU is an award linked
to the value of Westwood’s common stock and is represented by a notional credit to a participant account. The value of a DSU
is initially equal to the value of a share of our common stock. DSUs vest 20%, 40%, 60%, and 80% after two, three, four and
five years of service, respectively. DSUs become fully vested after six years of service and the liability for these units is settled
in cash upon termination of the participant’s service. We record expense for DSUs based on the number of units vested on a
straight line basis, which may increase or decrease based on changes in the price of our common shares, and will increase for
additional units received from dividends declared on our shares. As of December 31, 2015, we had an accrued liability of
$174,000 for 5,822 deferred share units related to the 2012, 2013 and 2014 awards issued in 2013, 2014 and 2015, respectively,
which is based on the $52.09 per share closing price of our common stock on the last trading day of the year ended
December 31, 2015.
F-23
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Mutual Fund Share Incentive Awards
Each year we grant mutual fund incentive awards to certain employees based on our mutual funds achieving
certain performance goals. Awards granted are notionally credited to a participant account maintained by us that contains a
number of mutual fund shares equal to the award amount divided by the net closing value of a fund share on the date the
amount is credited to the account.
These awards vest after approximately one year of service following the year in which the participant earns the
award. We begin accruing a liability for mutual fund incentive awards when we determine it is probable that the award will be
earned and record expense for these awards over the service period of the award, which is approximately two years. During the
year in which the amount of the award is determined, we record expense based on the expected value of the award. After the
award is earned, we record expense based on the value of the shares awarded and the percentage of the vesting period that has
transpired. Our liability under these awards may increase or decrease based on changes in the value of the mutual fund shares
awarded, including reinvested income from the mutual funds during the vesting period. Upon vesting, participants receive the
value of the mutual fund share awards adjusted for earnings or losses attributable to the underlying mutual funds. For the years
ended December 31, 2015, 2014, and 2013, we recorded expense of $1.2 million, $863,000 and $1.8 million, respectively,
related to mutual fund share incentive awards. As of December 31, 2015 and 2014, we had an accrued liability of $2.0 million
and $844,000, respectively, related to mutual fund incentive awards.
Benefit Plans
Westwood has a defined contribution 401(k) and profit-sharing plan that was adopted in July 2002 and covers
substantially all of our U.S. employees. Discretionary employer profit-sharing contributions become fully vested after six years
of service by the participant. For the 401(k) portion of the plan, Westwood provides a match of up to 6% of eligible
compensation. These 401(k) matching contributions vest immediately.
The following table displays our profit-sharing and 401(k) contributions for the periods presented (in thousands):
Profit-sharing contributions................................................................................
401(k) matching contributions ...........................................................................
$
$
965
1,319
$
816
928
674
871
Years ended December 31,
2015
2014
2013
10. EARNINGS PER SHARE:
Basic earnings per common share (“EPS”) is computed by dividing net income available to common stockholders
by the weighted average number of shares outstanding. Diluted EPS is computed based on the weighted average shares of
common stock outstanding plus the effect of any dilutive shares of restricted stock granted to employees and non-employee
directors. There were 323 and 5,993 anti-dilutive restricted shares as of December 31, 2015 and 2014, respectively. There were
no anti-dilutive restricted shares as of December 31, 2013.
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per
share and share amounts):
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............................
Dilutive potential shares from contingent consideration .............................
350,755
41,997
394,197
360,882
—
—
Weighted average shares outstanding – diluted...........................................
8,149,399
7,906,545
7,692,756
Earnings per share:
Basic ...................................................................................................
Diluted................................................................................................
$
$
3.49
3.33
$
$
3.63
3.45
$
$
2.43
2.32
F-24
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
11. VARIABLE INTEREST ENTITIES:
Westwood Trust sponsors common trust funds (“CTFs”) for its clients. These funds allow clients to commingle
assets to achieve economies of scale. Westwood Management provides investment advisory services to the Westwood Funds®,
a family of mutual funds, and two collective investment trusts (“CITs”). Some clients of Westwood Management hold their
investments in ten limited liability companies (“LLCs”). The CTFs, Westwood Funds®, CITs and LLCs (“Westwood VIEs”)
are considered VIEs because our clients, who hold the equity at risk, do not have direct or indirect ability through voting or
similar rights to make decisions about the funds that may have a significant effect on their economic performance. We receive
fees for managing assets in these entities commensurate with market rates.
We evaluate all of our advisory relationships and CTFs to determine whether or not we qualify as the primary
beneficiary based on whether there is an obligation to absorb the majority of the expected losses or a right to receive the
majority of the expected residual returns or both. Since all losses and returns are distributed to the shareholders of the
Westwood VIEs, we are not the primary beneficiary and consequently, the Westwood VIEs are not consolidated into our
financial statements.
In May 2015, the Company provided seed investments of $5.4 million for two new Westwood mutual funds. In
both December 2015 and January 2014, the Company provided seed investments of $2.0 million to two common trust funds. In
October 2014, the Company provided €1.6 million , or approximately $2.0 million, to the UCITS Fund. These seed investments
were provided for the sole purpose of showing economic substance needed to establish the funds or sub-funds. The corporate
capital invested in these funds is included in “Investments, at fair value” on our consolidated balance sheet at December 31,
2015.
Otherwise, we have not provided any financial support that we were not previously contractually obligated to
provide and there are no arrangements that would require us to provide additional financial support to any of these variable
interest entities. Our investments in the Westwood Funds®, the UCITS Fund, and the CTFs are accounted for as investments in
accordance with our other investments described in Note 3 "Investments". We recognized fee revenue from the Westwood VIEs
of approximately $56.4 million, $48.2 million and $36.2 million for the twelve months ended December 31, 2015, 2014 and
2013, respectively.
The following table displays the assets under management, amount of corporate money invested that are included
in “Investments, at fair value” on the consolidated balance sheets, and the risk of loss in each vehicle (in millions):
As of December 31, 2015
Assets
Under
Management
Corporate
Investment
Amount at Risk
VIEs:
Westwood Funds® .............................................................................
$
3,617
$
Common Trust Funds.........................................................................
Collective Investment Trusts..............................................................
LLCs...................................................................................................
UCITS Fund .......................................................................................
All other assets:
Private Wealth ....................................................................................
Institutional.........................................................................................
Total AUM.....................................................................................
$
2,885
284
133
615
2,375
10,853
20,762
$
6
3
—
—
2
6
3
—
—
2
12. RELATED PARTY TRANSACTIONS:
Some of our directors, executive officers and their affiliates invest their personal funds directly in trust accounts
that we manage. There were no amounts due from these accounts as of December 31, 2015 and 2014. For the years ended
December 31, 2015, 2014 and 2013, we recorded trust fees from these accounts of $454,000, $264,000, and $278,000,
respectively.
F-25
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Company engages in transactions with its affiliates in the ordinary course of business. Westwood
International and Westwood Management provide investment advisory services to the UCITS Fund. Certain members of the
Company’s management and board of directors serve on the board of directors of the UCITS Fund, which began operations in
August 2013. Under the terms of the investment advisory agreements, the Company earns quarterly fees paid by either clients
of the UCITS Fund or directly by the UCITS Fund. The fees are based on negotiated fee schedules applied to AUM. These fees
are commensurate with market rates and are negotiated and contracted at arm’s length. For the years ended December 31, 2015
and 2014, we recorded fees from the UCITS Fund of $1.3 million and $1.1 million, respectively, which are included in “Asset-
based advisory fees” on our consolidated statement of comprehensive income. As of December 31, 2015 and 2014, $96,000
and $256,000 of these fees were unpaid and included in “Accounts receivable” on our consolidated balance sheet, respectively.
For the year ended December 31, 2013, we did not earn or receive any fees from the UCITS Fund.
13. COMMITMENTS AND CONTINGENCIES:
Leases
We lease our offices under non-cancelable operating lease agreements with expiration dates that run through
2026. Rental expense for facilities and equipment leases for years ended December 31, 2015, 2014 and 2013 aggregated
approximately $2.0 million, $1.5 million and $1.6 million, respectively, and is included in general and administrative and
information technology expenses in the accompanying consolidated statements of comprehensive income.
At December 31, 2015, the future contractual rental payments for noncancelable operating leases for each of the
following five years and thereafter are as follows (in thousands):
Year ending:
2016...................................................... $
2017......................................................
2018......................................................
2019......................................................
2020......................................................
Thereafter .............................................
Total payments due ........................................ $
2,275
1,989
1,812
1,373
1,310
6,800
15,559
Litigation
On August 3, 2012, AGF Management Limited and AGF Investments Inc. (together “AGF”) filed a lawsuit in the
Ontario Superior Court of Justice against Westwood, certain Westwood employees and Warren International, LLC, an executive
recruiting firm. The action relates to the hiring of certain members of Westwood’s global and emerging markets investment
team previously employed by AGF. AGF is alleging that the former employees breached certain obligations when they resigned
from AGF and that Westwood and Warren induced such breaches. AGF is seeking an unspecified amount of damages and
punitive damages of $10 million (CAD) in the lawsuit. On November 5, 2012, Westwood issued a response to AGF’s lawsuit
with a counterclaim against AGF for defamation. Westwood is seeking $1 million (CAD) in general damages, $10 million
(CAD) in special damages, $1 million (CAD) in punitive damages, and costs. On November 6, 2012, AGF filed a second
lawsuit against Westwood, Westwood Management and an employee of a Westwood subsidiary, alleging that the employee
made defamatory statements about AGF. In this second lawsuit, AGF is seeking $5 million (CAD) in general damages, $1
million (CAD) per defendant in punitive damages, unspecified special damages, interest and costs. The pleadings phase was
completed in 2013, and we are currently in the discovery phase.
While we intend to vigorously defend both actions and pursue our counterclaims, we are currently unable to
estimate the ultimate aggregate amount of monetary gain, loss or financial impact of these actions and counterclaims.
Defending these actions and pursuing these counterclaims may be expensive for us and time consuming for our personnel.
While we do not currently believe these proceedings will have a material impact, adverse resolution of these actions and
counterclaims could have a material adverse effect on our business, financial condition or results of operations.
F-26
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Our policy is to not accrue legal fees and directly related costs as part of potential loss contingencies. We have
agreed with our Directors & Officers insurance provider that 50% of the defense costs related to both AGF claims, excluding
Westwood’s counterclaim against AGF, will be covered by insurance. We expense legal fees and directly-related costs as they
are incurred. We received insurance proceeds of $714,000 and $379,000 during 2015 and 2014, respectively, and had recorded
a receivable of $240,000 and $210,000 as of December 31, 2015 and 2014, respectively, which represented our minimum
estimate of related incurred expenses that we expect to recover under our insurance policies. This receivable is part of “Other
current assets” on our consolidated balance sheets.
14. SEGMENT REPORTING:
We operate two segments: Advisory and Trust. These segments are managed separately based on the types of
products and services offered and their related client bases. The Company’s segment information is prepared on the same basis
that management reviews the financial information for operational decision-making purposes. Our Chief Operating Decision
Maker evaluates the performance of our segments based primarily on fee revenues and economic earnings. Westwood Holdings
Group, Inc., the parent company of Advisory and Trust, does not have revenues and is the entity in which we record typical
holding company expenses including employee compensation and benefits for holding company employees, directors’ fees and
investor relations costs. All segment accounting policies are the same as those described in the summary of significant
accounting policies. Intersegment balances that eliminate in consolidation have been applied to the appropriate segment.
Advisory
Our Advisory segment provides investment advisory services to corporate retirement plans, public retirement
plans, endowments, foundations, individuals and the Westwood Funds®, as well as investment subadvisory services to mutual
funds and our Trust segment. Westwood Management and Westwood International, which provide investment advisory services
to clients of similar type, are included in our Advisory segment, along with Westwood Advisors, LLC.
Trust
Westwood Trust provides trust and custodial services to its clients and to our Advisory segment and sponsors
common trust funds to institutions and high net worth individuals.
(in thousands)
Year Ended December 31, 2015
Revenues:
Advisory
Trust
Westwood
Holdings
Eliminations
Consolidated
Net fee revenues from external sources...................
$
101,973
$
28,795
$
— $
— $
130,768
Net intersegment revenues ......................................
Net interest and dividend revenue ...........................
Other revenue ..........................................................
Total revenues.....................................................
Expenses:
Depreciation and amortization ................................
Other operating expenses ........................................
Total expenses.....................................................
Income (loss) before income taxes...............................
Income tax expense (benefit) .......................................
Net income ...................................................................
Add:
Restricted stock expense..........................................
Intangible amortization............................................
Deferred taxes on goodwill .....................................
Economic Earnings ......................................................
Segment assets..............................................................
19,001
425
(341)
121,058
773
63,658
64,431
56,627
19,330
37,297
11,877
161
38
49,373
183,004
F-27
$
$
$
$
$
$
$
$
—
1
83
28,879
1,724
25,882
27,606
1,273
517
756
2,613
1,385
233
4,987
60,459
$
$
$
$
—
—
—
—
99
15,581
15,680
(15,680)
(4,732)
(10,948) $
(19,001)
—
—
(19,001)
—
(19,001)
(19,001)
—
—
— $
—
426
(258)
130,936
2,596
86,120
88,716
42,220
15,115
27,105
3,084
$
— $
17,574
—
—
—
1,546
271
(7,864) $
— $
46,496
8,816
$
(70,943) $
181,336
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Segment goodwill.........................................................
Expenditures for long-lived assets ...............................
$
$
5,219
369
$
$
21,925
180
$
$
— $
— $
27,144
267
$
815
Year Ended December 31, 2014
Revenues:
Net fee revenues from external sources...................
$
92,279
$
20,525
$
— $
— $
112,804
Net intersegment revenues ......................................
Net interest and dividend revenue ...........................
Other revenue ..........................................................
13,527
261
173
—
2
1
Total revenues.....................................................
106,240
20,528
Expenses:
Depreciation and amortization ................................
Other operating expenses ........................................
Total expenses.....................................................
Income (loss) before income taxes...............................
Income tax expense (benefit) .......................................
Net income ...................................................................
Add:
Restricted stock expense..........................................
Intangible amortization............................................
Deferred taxes on goodwill .....................................
Economic Earnings ......................................................
Segment assets..............................................................
Segment goodwill.........................................................
Expenditures for long-lived assets ...............................
603
51,265
51,868
54,372
19,057
35,315
9,074
161
38
44,588
144,385
5,219
226
$
$
$
$
$
$
$
$
$
$
$
$
302
19,867
20,169
359
132
227
1,847
198
114
2,386
18,133
6,036
29
$
$
$
$
$
$
—
—
—
—
33
12,662
12,695
(12,695)
(4,402)
(8,293) $
(13,527)
—
—
(13,527)
—
(13,527)
(13,527)
—
—
— $
—
263
174
113,241
938
70,267
71,205
42,036
14,787
27,249
2,764
$
— $
13,685
—
—
(5,529) $
—
—
359
152
— $
41,445
10,435
$
— $
223
$
(33,079) $
— $
139,874
11,255
— $
478
Year Ended December 31, 2013
Revenues:
Net fee revenues from external sources...................
$
72,588
$
18,367
$
— $
— $
90,955
Net intersegment revenues ......................................
Net interest and dividend revenue ...........................
Other revenue ..........................................................
Total revenues.....................................................
10,402
568
301
14
1
—
83,859
18,382
Expenses:
Depreciation and amortization ................................
Other operating expenses ........................................
Total expenses.....................................................
Income (loss) before income taxes...............................
Income tax expense (benefit) .......................................
Net income ...................................................................
Add:
Restricted stock expense..........................................
Intangible amortization............................................
Deferred taxes on goodwill .....................................
468
46,545
47,013
36,846
13,738
23,108
7,586
161
38
$
$
301
16,943
17,244
1,138
408
730
1,803
198
114
$
$
$
$
Economic Earnings ......................................................
$
30,893
$
2,845
$
—
—
—
—
—
9,799
9,799
(9,799)
(3,798)
(6,001) $
(10,416)
—
—
(10,416)
—
(10,416)
(10,416)
—
—
— $
—
569
301
91,825
769
62,871
63,640
28,185
10,348
17,837
2,290
$
— $
11,679
—
—
(3,711) $
—
—
359
152
— $
30,027
F-28
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Segment assets..............................................................
Segment goodwill.........................................................
Expenditures for long-lived assets ...............................
$
$
$
114,871
5,219
962
$
$
$
14,190
6,036
239
$
$
$
6,354
$
— $
— $
(19,365) $
— $
— $
116,050
11,255
1,201
We are providing a performance measure that we refer to as Economic Earnings. Both our management and Board
of Directors review Economic Earnings to evaluate our ongoing performance, allocate resources and review our dividend
policy. We also believe that this performance measure is useful for management and investors when evaluating our underlying
operating and financial performance and our available resources.
In calculating Economic Earnings, we add to net income the non-cash expense associated with equity-based
compensation awards of restricted stock, amortization of intangible assets and the deferred taxes related to the tax-basis
amortization of goodwill. Although depreciation on property and equipment is a non-cash expense, we do not add it back when
calculating Economic Earnings because depreciation charges represent a decline in the value of the related assets that will
ultimately require replacement.
The following table provides a reconciliation of net income to Economic Earnings (in thousands, except per share and
share amounts):
For the years ended December 31,
2015
2014
2013
Net Income.....................................................
Add: Restricted stock expense .......................
Add: Intangible amortization .........................
Add: Tax benefit from goodwill
amortization ...................................................
Economic Earnings ........................................
$
$
27,105
17,574
1,546
271
46,496
$
$
27,249
13,685
359
152
41,445
$
$
17,837
11,679
359
152
30,027
Geographical information
(in thousands)
Revenues by geographic location of client:
Years ended December 31,
2015
2014
2013
U.S......................................................................................................
Canada ................................................................................................
Europe ................................................................................................
Asia.....................................................................................................
Australia .............................................................................................
Total .............................................................................................................
$
$
109,816
9,238
6,019
4,538
1,325
130,936
$
$
94,955
8,635
8,146
21
1,484
113,241
$
$
83,622
5,567
1,843
—
793
91,825
(in thousands)
Property and equipment, net, by geographic area:
As of
December 31,
2015
2014
U.S. .......................................................................................................................
Canada ..................................................................................................................
Total......................................................................................................................
$
$
1,806
386
2,192
$
$
2,057
576
2,633
F-29
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
15. CONCENTRATION:
For each of the years ended December 31, 2015, 2014 and 2013, our ten largest clients accounted for over 20% of
our fee revenue. No single customer accounted for 10% or more of our fee revenues in any of these years.
(in thousands)
Advisory fees from Westwood Management’s largest client:
Years ended December 31,
2015
2014
2013
Asset-based fees....................................................................................
Performance-based fees ........................................................................
Percent of fee revenue ..........................................................................
$
$
2,109
2,206
3.3%
$
2,183
3,806
5.3%
1,729
2,561
4.7%
16. SUBSEQUENT EVENTS:
Dividends Declared
On February 3, 2016, the Board of Directors declared a quarterly cash dividend of $0.57 per share on common
stock payable on April 1, 2016 to stockholders of record on March 11, 2016.
Restricted Stock Grants
On February 23, 2016, we issued 248,436 shares of restricted stock to employees. On February 23, 2016, shares
of our stock closed at a price of $47.52 per share. The shares are subject to vesting conditions described in Note 9 "Employee
Benefits" of these consolidated financial statements.
Share Repurchases
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. As of December 31, 2015, there had been no
repurchases of our common stock under this plan, and $10 million remained available for repurchase.
Between January 1, 2016 and February 25, 2016, the Company repurchased 74,121 shares of our common stock
at an average price of $46.93, including commissions, under our share repurchase program.
17. QUARTERLY FINANCIAL DATA (Unaudited):
The following is a summary of unaudited quarterly results of operations for the years ended December 31, 2015
and 2014 (in thousands, except per share amounts):
First
Second
Third
Fourth
Quarter
2015
Revenues......................................................................................
$
29,608
$
37,311
$
32,451
$
31,566
Income before income taxes........................................................
Net income...................................................................................
Basic earnings per common share ...............................................
Diluted earnings per common share ............................................
2014
Revenues ........................................................................................
Income before income taxes ..........................................................
Net income .....................................................................................
Basic earnings per common share..................................................
Diluted earnings per common share ..............................................
8,378
5,610
0.74
0.71
14,752
9,795
1.25
1.23
10,502
7,013
0.90
0.87
8,588
4,687
0.60
0.58
$
25,949
$
30,905
$
28,122
$
28,265
8,613
5,562
0.74
0.72
13,356
8,591
1.14
1.12
10,592
7,118
0.95
0.92
9,475
5,978
0.79
0.77
F-30
Westwood Holdings Group, Inc. Corporate Information
Board of Directors
Brian O. Casey
President & Chief Executive Officer,
Westwood Holdings Group, Inc.
Susan M. Byrne
Founder & Vice Chairman of the Board,
Westwood Holdings Group, Inc.
Richard M. Frank(1)(2)(3)
Chairman of the Board
Former Executive Chairman, CEC Entertainment, Inc.
Raymond E. Wooldridge(1)(2)(3)
Private Investor
Ellen H. Masterson(1)(3)
Former Partner, PricewaterhouseCoopers
Robert D. McTeer(3)
Distinguished Fellow, National Center for Policy Analysis
Former President, Federal Reserve Bank of Dallas
Geoffrey R. Norman(1)(3)
Former Executive Vice President, GE Asset Management
Martin J. Weiland(2)(3)
Former Chairman, President & Chief Executive Officer,
Northern Trust Bank of Texas
(1) Audit Committee Member
(2) Compensation Committee Member
(3) Governance/Nominating Committee Member
Certifications Regarding Public Disclosures
& Listings Standards
Westwood Holdings Group, Inc. has filed with the Securities and Exchange
Commission as exhibits 31.1 and 31.2 to its Form 10-K for the year
ended December 31, 2015, the certifications required by Section 302
of the Sarbanes-Oxley Act regarding the quality of the company’s public
disclosure. In addition, the annual certification of the Chief Executive Officer
regarding compliance by Westwood Holdings Group, Inc. with the corporate
governance listing standards of the New York Stock Exchange was
submitted without qualification to the New York Stock Exchange following
the April 2015 annual stockholder meeting.
Forward-Looking Statement
Executive Management
Brian O. Casey
President & Chief Executive Officer
Tiffany B. Kice, CPA
Senior Vice President, Chief Financial Officer & Treasurer
Stockholder Information
Corporate Headquarters
Westwood Holdings Group, Inc.
200 Crescent Court, Suite 1200
Dallas, Texas 75201
214.756.6900
Stock Exchange Listing
New York Stock Exchange
Common Stock
Ticker Symbol: WHG
Transfer Agent & Registrar
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
800.937.5449
Independent Auditors
Deloitte & Touche, LLP
Dallas, Texas
Corporate Counsel
Norton Rose Fulbright US LLP
Dallas, Texas
Annual Meeting of Stockholders
Wednesday, April 27, 2016, 10:00 am CDT
The Crescent Club
200 Crescent Court, 17th Floor
Dallas, Texas 75201
For more information about Westwood Holdings Group, Inc.,
visit our website at www.westwoodgroup.com or email
info@westwoodgroup.com. You may obtain information about
the Westwood Funds by visiting www.westwoodfunds.com or
by calling 877.FUND.WHG.
Statements in this Annual Report to Stockholders that are not purely historical facts constitute forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results and the timing of some events could differ
materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including, without limitation: 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 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; the significant concentration
of our revenues in a small number of customers and other customary closing conditions; and the other risks detailed from time to time in our SEC filings, including,
but not limited to, those set forth under the “Forward-Looking Statements” and “Risk Factors” sections in the Annual Report on Form 10-K included herein. You
are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report to Stockholders. Except as
required by law, we are not obligated to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this
Annual Report to Stockholders or to reflect the occurrence of unanticipated events.
200 Crescent Court
Suite 1200
Dallas, Texas 75201
214.756.6900
www.westwoodgroup.com
DALLAS | OMAHA | TORONTO | BOSTO N | HOUS TON