A Time Like No Other.
Forward with Resolve.
Westwood Holdings Group, Inc. Annual Report 2020
A time like no other. Forward with resolve!
Equipped with three decades of experience navigating
tough markets, we successfully managed through a
year like no other. Our strong corporate culture was the
foundation for our ability to steer through tough times.
We remain focused on our mission: to deliver superior
results and services to clients, energize employees and
reward shareholders by conducting our business in a
manner that reflects our core values of integrity, honesty
and excellence.
We are well-positioned for the road ahead and, with great
resolve, we are ready to face the future.
1 CEO Letter
5 Institutional Strategies
6 Wealth Management
7 ESG
8 Company Metrics
Letter from the CEO
To our clients, shareholders
and colleagues
Last year was a time like no other when we all
I also want to thank our clients and shareholders
faced difficult challenges that altered both our
for the trust you have placed in us. Every day you
professional and personal lives. As I write this letter,
inspire our commitment to generate superior
I hope you and your loved ones are staying safe
investment performance and exceptional client
and healthy—and that you are as encouraged as I
service and it is our privilege to serve you.
am that we now have vaccines to combat COVID-19
and restore our confidence in a brighter future.
I am very proud of the way our team confronted
new challenges, adapted and pushed forward with
resolve. We moved quickly to ensure that our
culture of putting clients first remained our top
priority. Almost overnight, we moved to a virtual
and technology-enabled environment that allowed
us to provide seamless and uninterrupted service
to our clients, while securing a safe working
environment for our colleagues.
We have a great, collaborative team and I want to
personally thank them for making Westwood
one of Pensions & Investments’ Best Places to Work
for the seventh consecutive year. Our strong
culture was the foundation for our ability to
navigate these tough times. The Westwood team
lived up to our core values of putting clients first,
collaborating to solve new challenges, doing the
hard work despite obstacles and maintaining
mutual respect for one another.
I am very proud of the
way our team confronted
new challenges, adapted
and pushed forward
with resolve.
Our hard work in 2019 drove
2020 performance
In my 2019 shareholder letter, we announced
several key initiatives that would enhance our
competitive position as an active manager. In
2020, we forged ahead with our plans. We invested
in products that consistently deliver alpha, built
a robust distribution system, streamlined our
offerings and also tackled expenses. These actions
contributed to our overall 2020 performance and
set the stage for a successful 2021 and beyond.
Westwood Holdings Group, Inc.
1
Partnering with InvestCloud
Over the past several years, we have built a unique partnership
with InvestCloud, a leading fintech firm. In 2019, we converted our
portfolio accounting system to InvestCloud’s Green platform.
This shift delivers a scalable, multi-currency platform that enables
us to automate a variety of operational processes and transact in a
broader set of financial instruments, including global securities.
We continue to benefit from our partnership and
I’m also pleased to report that many of our
investment in InvestCloud, a leading fintech firm
strategies within our Multi-Asset group finished
specializing in cloud-based solutions for the asset
above their benchmarks and several mutual
and wealth management industries. Through this
funds within this product set received rating
partnership, we continuously improve the client
upgrades from Morningstar. While the
experience by providing the technology-based
performance of our U.S. Value Equity offerings
features clients have come to expect, paired with
versus their respective benchmarks was mixed,
our white-glove approach to service.
their long-term performance remains strong.
As part of our effort to increase operational
efficiencies, we placed Westwood at the forefront
of an emerging industry trend when we chose
Northern Trust to provide us with outsourced
We believe the improved ratings, combined with
strong long-term performance from our Multi-
Asset and U.S. Value Equity platforms, significantly
enhanced Westwood’s brand recognition in 2020.
equity and fixed income trading via their
In the intermediary channel, we expanded our
Integrated Trading Solutions service. This solution
product availability on broker-dealer and RIA
provides clients with better trade execution and
platforms. This includes a new partnership with
improved transparency into execution quality
a large wirehouse that will allow our SmallCap
and costs. It also offers us a more flexible, scalable
Value Strategy to be sold to a wider audience of
platform with significant cost savings. We now
financial advisors.
have a targeted array of powerful digital tools to
better serve our clients and make their experience
more meaningful and connected through leading-
edge technology.
We now have a targeted
array of powerful digital
tools to better serve
our clients and make
their experience more
meaningful and connected.
2 Westwood Holdings Group, Inc.
The investments made in expanding our
institutional separate accounts slowed. I believe
distribution teams are now driving organic
that during a period of prolonged uncertainty,
sales growth in both the institutional and
investors are gaining a greater appreciation
intermediary channels. We are not only gaining
for the merits of active management. Our job as
new clients as we win institutional mandates
an active manager is to evaluate investment
through new approvals from investment
opportunities in the pursuit of superior risk-
consultants but are also securing business from
adjusted returns and capital preservation rather
new intermediary platforms.
than seeking indiscriminate total market, index
or sector exposure, which is the objective of
Our marketing outreach never paused during
these challenging times—instead the teams
passive funds.
accelerated their efforts to engage with clients and
I also want to point out the advantage of our size.
prospects with more communication via digital
It allows to us deliver highly personalized service,
and virtual formats. I’m very proud of what our
implement technology upgrades more quickly,
multiple teams accomplished in 2020 and know
develop new product strategies and bring them
we will continue to reap the benefits of their hard
to market at a faster pace, while at the same time
work in 2021.
Our Wealth Management business continued to
gain traction with our private clients through an
expanded suite of products and services that
now includes holistic financial and estate planning,
access to alternative investments, a new digital
client portal and a partnership with Charis Bank
that allows us to refer clients to Westwood
Private Bank for banking services. The ambitious
transformation we undertook to round out our
suite of investment solutions reassures me that we
are on the right path in our wealth management
journey. I am also convinced that our strategy to
provide holistic financial advice and customized
services will give our clients confidence that they
will be able to achieve their financial goals and
become our Clients for Life.
Net flow improvement
In 2020, the outflows we experienced were
primarily driven by our decision to exit
underperforming strategies. In the fourth
quarter, net flows continued to improve, led by
increased asset gathering in our mutual funds
across both channels, while outflows from our
offering the resources of larger institutions. Our
nimble approach to delivering the right products
at the right time is one of many reasons, I believe,
we will continue to bring more clients through
our doors.
Responding to industry trends
with foresight
Without a doubt, the shift to passive investing
continues to exert significant pressure on the asset
management industry, forcing many managers to
re-assess their businesses and how they deliver
value to clients. Over the last few years, we have
taken decisive steps to stay ahead of industry
changes by strategically deploying our deep
resources to invest in our business where it matters
most—in products, distribution, technology and
high-caliber talent. Fees also continue to be an
important decision-making factor for investors and
that consideration is here to stay. Consequently,
we have taken a leadership role in introducing
flexible pricing and our Sensible Fees™ structure
is transforming our profile in the marketplace as
more investors take advantage of our fee flexibility.
Westwood Holdings Group, Inc.
3
Unique
Attributes
As a boutique firm, Westwood is
committed to our unique attributes
that help us serve clients, provide
flexibility and build a new brand of
active management.
Quality/Value Mindset
Team Sport Approach
Commitment to Alpha
Generation Without
Excessive Risk
Flexible Fee Offering
We also remain committed to the cornerstone of
Finally, we view our business with our people in
our mission: alpha generation without excessive
risk. We are intensely focused on high-value,
mind, a team sport if you will, where our greatest
asset is our team. We remain committed to
differentiated product offerings where we have a
investing in our people, helping them succeed in
competitive edge. We believe our business model
serving clients and advancing their careers.
While 2020 was not the year we had hoped for,
we were able to make the most of the challenges
presented by the pandemic. I am pleased by the
meaningful progress we made toward executing
our long-term strategy of returning to profitable
growth. Westwood is well-positioned for the road
ahead. With great resolve, we are ready to face a
new day. I have been with this company for nearly
30 years and have seen it grow and evolve—now,
more than ever—I am excited about our future
and what our Westwood family can deliver to all
our stakeholders in 2021 and beyond.
Brian O. Casey
President & Chief Executive Officer
—centered on U.S. Value Equity and Multi-Asset
Strategies—is well equipped to deliver superior
results in the years ahead.
Forward with resolve
Last year was indeed a time like no other. We
ended the year with $13 billion in AUM, down
for the year—primarily due to the closure of our
Toronto office and related Emerging Markets
strategies. We continue to believe investing in
Emerging Markets presents alpha-generating
potential and we are interested in identifying
new opportunities to participate in this attractive
asset class. With lower average assets under
management, our revenues, operating profit and
economic earnings were all down year-over-year.
Importantly, we closed the year with a solid
balance sheet, no debt and $83 million in cash
and short-term investments. This puts us in a
position to make strategic investments and
pursue acquisition opportunities that are
well-suited for our business and help us add
breadth to our offerings.
4 Westwood Holdings Group, Inc.
At Westwood, we are committed to growing our
Multi-Asset business as it is an area where we have
demonstrated time and time again that we can
deliver attractive risk-adjusted returns to clients
across the risk spectrum.
Focus on quality and value
drove solid returns
The cornerstone of our Value-based investment
philosophy is to invest at the “intersection of quality
and value.” Through our disciplined investment
process, we identify companies that have superior
business models and sustainable competitive
advantages along with better opportunities to
reinvest cash flows, pursue mergers and acquisitions
and return capital to investors.
Our U.S. Value Equity products extended their strong
long-term track record by delivering another solid
year of absolute returns. In a year like no other, 2020
saw the end of the longest bull market in history
with three inflection points: the initial pandemic
downturn, followed by a market rally and then a
vaccine-induced surge at the end of the year. The
extreme volatility combined with significant market
rotations, resulted in a mixed relative performance
from our various Value strategies.
Our AllCap Value strategy successfully kept pace
with its benchmarks. The Large, SMid and Small
strategies were more challenged—buoyed by
strong downside protection early in the year but
not fully participating in the widespread “risk-on”
trade at year-end. However, we are optimistic
investors will return to the quality value style in
2021, which will fuel demand for our products.
Investing in our
strengths to
remain strong
A volatile year in the markets
In 2019, we made the strategic decision to focus
our efforts and investment in two key platforms:
Multi-Asset and U.S. Value Equity. These efforts paid
off in 2020 as both product areas delivered strong
investment performance against the backdrop of an
extremely volatile year. In the second half of the year,
both platforms experienced net inflows as clients
took notice of our success.
Multi-Asset platform hitting
its stride
Our Multi-Asset group—another area where we
display exceptional investment skill and judgment—
consists of five strategies aligned across the risk and
return spectrum. Each strategy is tailored to client-
specific risk profiles and investment objectives. The
team applies a tactical approach, combining both
top-down asset allocation views with bottom-up
fundamental security selection across equity and
fixed-income asset classes. This investment process
allows us to generate income and total return while
managing downside risks.
The platform had another exceptional year delivering
strong absolute and relative performance across
all strategies. The success we have achieved is now
being recognized by the marketplace and four of our
Multi-Asset strategies have earned a four- or five-star
rating from Morningstar. It is clear we are reaping the
benefits of the buildout, redesign and streamlined
product suite we introduced in 2019.
5
Westwood Holdings Group, Inc.Multi-Asset platform added more than $125 million in assets under management in 2020 and ended the year with $3.6 billion under management. Evolution to stay ahead
of client needs
Westwood Wealth Management:
Evolution to stay ahead of
client needs
In 2017, we began an ambitious journey to stay
ahead of client needs by transforming our Wealth
Management business. We mapped a path forward
by clearly defining our value proposition—the why,
how and what of our purpose and commitment
to clients. From this self-evaluation, we built a
visionary strategy based on three tenets: provide
tailored and holistic investment solutions and
services, deploy a friction-free digital platform and
increase the quality of interactions with clients.
To bring this vision to life, we enhanced Westwood’s
core offerings by providing tailored solutions in
five key areas: financial and estate planning, tax
sensitive investing, active money management and
alternative investment solutions. In addition to our
suite of products and services, we are able to refer
clients to Westwood Private Bank, a branch of Charis
Bank, for banking services.
On the digital side, we made substantial investments
in technology reflected in the launch of WealthCoach
2.0, our private wealth portal and, most recently,
our Apple app. Clients now have access on most
devices to their detailed financial information when
and where they need it 24/7.
Through our customized solutions and improved
digital ecosystem, the Wealth Management group
increased the quality of its engagement with
clients. During the pandemic, private clients were
able to consult directly with experienced financial
advisors and receive timely market analysis through
our Basis Points newsletter. Additionally, clients
took advantage of our update calls with a range
of experts including Washington insiders and
portfolio managers. They also engaged with us
over our YouTube channel and made use of our
full digital offerings.
We will continue investing in our Wealth Management
business to deliver the highest quality experience
to current and prospective clients by helping them
manage the complexity of their hard-earned wealth
and creating Clients for Life.
6
Westwood Holdings Group, Inc.Westwood remains one of the largest wealth managers in Texas.Wealth Management ended the year with $4.3 billion under management. 2020 pushes
ESG forward
Values: Key to success
The tumultuous events of 2020 brought social
justice issues to the forefront and galvanized many
policy makers and corporate leaders to take action,
propelling Environmental, Social and Governance
(ESG) frameworks to the top of many agendas.
Better Together
Our corporate culture is founded on Coach John
Wooden’s Pyramid of Success™. The coach developed
a roadmap—based on his experience leading a team
to numerous championships—to help individuals
and teams achieve high levels of success by adhering
to both human and professional values. These
ideals are also embedded in today’s ESG principles:
transparency, good corporate governance, ethical
conduct, diversity and inclusion and giving back to
the communities where we live and work. We are
inspired every day to live by those standards.
Diversity and inclusion, in particular, has been at the
core of who we are in fostering an entrepreneurial
spirit and creating an environment where all our
colleagues can thrive.
Given the challenging year experienced by all, we
also distributed a holiday bonus to our colleagues
and offered four paid volunteer hours per month
in 2020. In turn, our team members donated food
to pantries and homeless shelters, wrote letters
of comfort to those at nursing homes, delivered
Girl Scout Cookies to hospitals and teachers and
made protective masks. The collaboration, inspired
by these volunteer events, helped to renew each
employee’s commitment to our “Better Together”
corporate philosophy.
Integration of ESG in our
proprietary investment process
At Westwood, we also incorporate a thorough
assessment of ESG policies to our portfolio
companies as part of our active, fundamental,
bottom-up approach to investing.
Determining the risks associated with ESG issues is
left to the discretion of our investment professionals
and is designed to focus on material factors. We
primarily rely on our own customized research
to assess downside risks, but also use third-party
ESG metric sources to supplement our analysis.
We regularly conduct meetings with company
management teams to understand their strategy,
ESG policies, execution and financial strength.
When ESG issues are of concern, we seek to
understand how the company plans to address
them and track progress over time.
As an active asset manager and a diversity and
inclusion trailblazer, Westwood is committed to the
effective integration and promotion of ESG principles
at both the company and investment level.
~20% of our company’s
equity is owned by our
colleagues and directors
as of March 2, 2020
44% of our employees
are women; with
25% holding titles of
VP and above
33% of our corporate
board are women
50% of our new team
members in 2020
came from diverse
backgrounds
30% of our employees
used our gift match
program.
Employees supported 35
local charities through our
corporate giving program.
7
Westwood Holdings Group, Inc. Assets Under Management
Diversification
Strategy
Breakdown
Institutional
Client Type
2002
$4.1 billion
2020
$13.0 billion
84%
16%
51%
33%
46%
43%
36%
44%
Wealth
Management
Institutional
Separate
Accounts and
Other Managed
Accounts
Wealth
Management
Institutional
Separate
Accounts and
Other Managed
Accounts
Since 2002
16%
Westwood
Mutual Funds
U.S. Value
Equity
Multi-Asset/
Multi-Strategy
3%
8%
Convertibles
Liquid
Alternatives
Public Funds
Sub-Advisory
13%
6%
Corporate
Foundations/
Endowments
1%
Taft-Hartley
Fee Revenue—Historical
Assets Under Management (in billions)
$130.8
$121.8
$118.5
$24.2
$21.2
$82.8
$61.6
$16.6
$15.2
$13.0
y
r
o
s
i
v
d
A
d
e
s
a
b
-
t
e
s
s
A
l
a
u
n
n
A
)
s
n
o
i
l
l
i
m
$
(
s
e
e
F
t
s
u
r
T
&
2016
2017
2018
2019
2020
2016
2017
2018
2019
2020
Financial Highlights (in thousands, except per share and % amounts)
Consolidated Statements of Income (Loss) Data:
2020
2019
2018
2017
2016
Total revenues
$ 65,111
$ 84,079
$ 122,300
$ 133,785
$ 123,021
Years ended December 31,
Employee compensation and benefits
Employee compensation and benefits as a % of total revenues
Income (loss) before income taxes
Income (loss) before income taxes as a % of total revenues
Net income (loss)
Earnings (loss) per share – basic
Earnings (loss) per share – diluted
Cash dividends declared per common share
Economic Earnings
Economic Earnings per common share
42,141
64.7%
(7,588)
(11.7)%
(8,947)
(1.12)
(1.12)
0.43
7,284
0.91
50,152
59.6%
9,402
11.2%
5,911
0.70
0.70
2.88
18,179
2.15
59,959
49.0%
36,462
29.8%
64,955
48.6%
33,893
25.3%
61,509
50.0%
34,010
27.6%
26,751
19,989
22,647
3.20
3.13
2.76
43,943
5.14
2.45
2.38
2.54
38,917
4.63
2.84
2.77
2.33
41,108
5.03
8
Westwood Holdings Group, Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________________________
Form 10-K
____________________________________________________________________________
(Mark One)
ý
¨
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, 2020
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
(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:
Trading Symbol:
Name of each exchange on which registered:
Common Stock, par value $0.01 per share
WHG
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 ý
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 ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter 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 ý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See
the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
¨
ý
Accelerated filer
Smaller reporting company
Emerging growth company
¨
¨
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý
The aggregate market value on June 30, 2020 of the voting and non-voting common equity held by non-affiliates of the registrant was $103,293,902. 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 25, 2021: 8,431,167.
DOCUMENTS INCORPORATED BY REFERENCE
Selected portions of the registrant’s definitive Proxy Statement for the 2021 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
PART IV:
Item 15. Exhibits, Financial Statement Schedules
PAGE
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i
Item 1. Business.
PART I
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, L.L.C. (each of which is a registered investment adviser registered with the Securities and
Exchange Commission and referred to hereinafter together as “Westwood Management”) 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, individual investors and clients of Westwood Trust. Westwood Trust, founded as a
state-chartered trust company in 1974, provides trust, custodial and investment management services through use of
commingled funds and individual securities to institutions and high net worth individuals. Our revenues are generally derived
from fees based on a percentage of assets under management ("AUM"). Westwood Management and Westwood Trust
collectively managed assets valued at approximately $13.0 billion at December 31, 2020. 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 and
Westwood Trust.
Prior to its liquidation in 2020, our wholly owned subsidiary, Westwood International Advisors, provided investment
advisory services to institutional clients, the Westwood Funds®, other mutual funds, an Irish investment company authorized
pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulation 2011 (as
amended) (the “UCITS Fund”), individual investors and clients of Westwood Trust.
The success of our business is dependent on client, institutional investment consultant and intermediary 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, wealth management and
intermediary 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.
Available Information
We maintain a website at 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 Terry Forbes, our Chief Financial
Officer and Treasurer, at the address set forth on the front of this Report. The public can also obtain any public document we
file with the SEC at www.sec.gov.
Advisory
General
Our advisory business encompasses two distinct investment teams – United States ("U.S.") Value Equity and Multi-
Asset. Prior to September 30, 2020, our advisory business also included our 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
1
generally range from $10 million to $25 million. Westwood Management also provides advisory services to individuals and the
Westwood Funds®, as well as sub-advisory services to other mutual funds and pooled investment vehicles. Westwood
Management’s investment strategies are managed by the U.S. Value Equity team and by the Multi-Asset team, both based in
Dallas, Texas. Our U.S. investment professionals average over eighteen years of investment experience. We believe team
continuity and years of experience are among the critical elements required for successfully managing investments.
Investment Strategies
We offer high conviction equity and outcome-oriented solutions to address a wide range of investment objectives,
including three strategies: LargeCap Value, Income Opportunity and SmallCap Value, each with over $1 billion in AUM.
U.S. Value Equity Team
The U.S. Value Equity team employs a value-oriented approach focused on identifying undervalued, high quality
businesses that can generate superior risk-adjusted returns, employing a fundamental bottom-up, three-step investment process.
Our team seeks well-run businesses with conservative balance sheets and strong free cash flow that can grow their business
value by funding growth initiatives or returning capital to shareholders. Identifying undervalued companies with strong
fundamentals, where the outlook for future earnings growth is underestimated by the market, offers the potential for asymmetric
returns. This investment approach is intended to preserve capital during unfavorable periods and provide superior real returns
over the long term. 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 Equity team are as follows:
LargeCap Value: Investments in equity securities of approximately 40 to 60 companies benchmarked to the
Russell 1000 Value Index.
LargeCap Select: Investments in equity securities of approximately 15 to 30 companies benchmarked to the
Russell 1000 Value Index.
SMidCap: Investments in equity securities of approximately 50 to 70 companies benchmarked to the Russell
2500 Index.
SmallCap Value: Investments in equity securities of approximately 50 to 70 companies benchmarked to the
Russell 2000 Value Index.
AllCap Value: Investments in equity securities of approximately 50 to 80 companies benchmarked to the Russell
3000 Value Index.
Multi-Asset Team
The Multi-Asset team investment process applies both top down views across asset classes along with bottom up
security selection, utilizing quantitative and fundamental tools to evaluate macro, micro and technical conditions across a
range of asset classes. Our continuum of outcome-oriented solutions maintains defined strategic and tactical allocations
and a discipline geared towards managing downside risks.
The team draws on the proprietary fundamental research of Westwood's investment teams in order to identify
securities with attractive risk-adjusted return profiles across a broad spectrum of income-producing securities. The
principal investment strategies currently managed by the Multi-Asset team are as follows:
Income Opportunity: Multi-asset strategy that invests across multiple bond sectors including convertibles and
income-producing equity securities.
Alternative Income: Multi-strategy process seeking to generate positive absolute returns through a short duration
yield portfolio of global convertible securities, convertible arbitrage and macro hedging.
Total Return: Multi-asset strategy that invests across multiple bond sectors including convertibles and income-
producing equity securities.
High Income Fund: Multi-asset strategy that invests across multiple bond sectors including convertibles and
income producing equity securities.
Our ability to grow AUM is primarily dependent on our ability to generate competitive investment performance and 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 and maintaining existing relationships. We continually seek to
expand AUM by organically growing our existing investment strategies, as well bringing new products to market. 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 AUM, thereby reducing risk in any one area of investment and increasing our competitive ability to attract new
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clients. Our ten largest clients accounted for approximately 24% of our fee revenues for the year ended December 31, 2020.
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 Sub-advisory Agreements
Westwood Management manages client accounts under investment advisory and sub-advisory agreements. Typical for
the asset management industry, these agreements are usually terminable upon short notice and provide for compensation based
on the market value of client AUM. Advisory fees are paid quarterly in advance based on AUM on the last day of the preceding
quarter, quarterly in arrears based on AUM on the last day of the quarter just ended, or are based on a daily or monthly analysis
of AUM for the stated period. Certain 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 is party to sub-advisory agreements with other investment advisers under which it performs
similar services under advisory agreements. Our sub-advisory fees are generally computed based upon the average daily AUM
and are payable on a monthly basis.
Westwood Management provides investment advisory services to the Westwood Funds® family of mutual funds:
● Westwood Alternative Income (WMNIX,WMNUX)
● Westwood SmallCap (WHGSX,WHGAX,WHGCX)
● Westwood High Income (WHGHX,WSDAX)
● Westwood SMidCap (WHGMX)
● Westwood Income Opportunity (WHGIX,WWIAX,WWICX)
● Westwood Total Return (WLVIX)
● Westwood LargeCap Value (WHGLX,WWLAX)
As of December 31, 2020, the Westwood Funds® had AUM of $2.1 billion.
Trust
General
Through the combined efforts of the Dallas 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
AUM. Clients generally have at least $1 million in investable assets.
On September 6, 2017, we entered into an agreement to sell the Omaha-based component of our Wealth Management
business. The sale was completed on January 12, 2018. The sale did not represent a major strategic shift in our business. Further
information on the sale is included in Note 1 “Description of the Business” to our Consolidated Financial Statements included
in Part II, Item 8, “Financial Statements and Supplementary Data” accompanying this Report.
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 clients' financial situations, including their current portfolio of investments, and advising clients 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
office. Fixed income portfolios consist of targeted “laddered” portfolios of primarily high-quality municipal securities.
Westwood Trust also sponsors a range of commingled funds in which client assets are commingled to achieve economies
of scale. Westwood Trust’s commingled funds fall within two basic categories: personal trusts (common trust funds) and
employee benefit trusts (collective investment funds). Westwood Trust sponsors commingled funds for most of the investment
strategies managed by Westwood Management and Westwood International Advisors (prior to its 2020 closure).
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Westwood Trust also develops asset allocation models for certain clients utilizing its commingled funds, mutual funds
managed by Westwood Management and Westwood International Advisors (prior to its 2020 closure), and non-affiliated
mutual funds.
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 allocate assets among 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.
Select Equity Strategy
The Westwood Select Equity strategy aims to provide low-frequency turnover and tax efficiency to high net worth
individuals. The offering allows individuals to own a diversified portfolio of best ideas from across Westwood's investment
teams. The portfolios are diversified and include value and growth stocks, along with small-, mid- and large-cap stocks.
Westwood Select Equity is also available without the tax efficiency overlay.
Distribution Channels
We distribute our Westwood Management investment funds and advisory services across two primary market channels -
Institutional and Intermediary. Our Distribution sales and support infrastructure supports the marketing and client service in
both channels. Westwood Wealth Management provides wealth and investment management solutions primarily to individuals
and utilizes both Westwood Management and external investment management services.
Institutional
The institutional team markets Westwood funds and advisory and sub-advisory services to pension plan sponsors,
foundations and endowments, financial institutions and their investment consultants. 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. Sub-advising the funds of other financial institutions allows us to extend our marketing
reach through other firms' distribution systems.
Intermediary and Retail
In our intermediary and retail channel, our team directly markets our investment services, including the Westwood
Funds®, to financial intermediaries, RIAs, broker-dealers, turnkey asset management programs and select mutual fund
platforms. By leveraging our firm relationships we are also able to offer our strategies within select defined contribution and
other retirement plans where clients utilize a mutual fund vehicle. We continue to expand our relationships with financial
intermediaries that manage discretionary mutual fund models as well. Our wholesaling group markets our mutual funds and
separately managed accounts directly to select broker-dealers and RIAs.
Managed accounts are similar in some respects to mutual fund relationships in that a third-party financial institution,
such as a broker-dealer or RIA, trades securities under our model. The end client in a managed account is typically a high net
worth individual or small institution that would prefer to own shares directly, rather than in a mutual fund. In these
arrangements, the third-party financial institution is responsible to the end client for client service, operations and accounting.
Wealth Management
In our wealth management 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. We also seek asset growth 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 and client professionals. We believe that
opportunities for future growth will come from our ability to:
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generate growth in our investment management platform from new and existing clients and consultant
relationships, while expanding intermediary distribution;
attract and retain key employees;
grow assets in our existing investment strategies;
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enhance our digital capabilities;
foster continued growth of the wealth management platform and distribution channel;
pursue strategic corporate development opportunities;
offer a diverse array of financial services such as banking and private equity investing through strategic alliances;
pursue international opportunities 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, while expanding intermediary distribution.
As our primary business objective, we intend to maintain and enhance existing relationships with clients, investment
consultants and intermediaries by providing value added investment performance and client service. Over the last few years, we
have expanded and restructured our distribution team to improve our proactive sales and client engagement strategy. We intend
to pursue growth via targeted sales and marketing efforts that showcase our boutique offering of high-conviction equity and
outcome-oriented solutions, our consistent investment performance and superior client service. New institutional client accounts
are sourced from either investment consultants or from our direct sales efforts with institutional investors. In the intermediary
channel, we also intend to broaden platform placement and expand our SMA offering. We believe that the in-depth knowledge
of our firm, our people and our processes embedded in our consultant and platform relationships, as well as in existing and
prospective relationships, are key factors when being considered for new client investment mandates and platform placements.
Attract and retain key employees. 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 future growth.
Grow assets in our existing investment strategies. We have significant capacity to manage additional assets across our
existing range of investment strategies. We have developed a range of institutional investment strategies by building on the core
competencies of our U.S. Value Equity and Multi-Asset teams.
Enhance our digital capabilities. Over the past three years we have invested a significant amount of capital to enhance
our automation and digital efficiency. We moved our technology infrastructure to secure, cloud-based access, created a data
warehouse to improve our investment operations work flow, upgraded our trade order management and trade compliance
systems, digitized our portfolio accounting and reconciliation system, and outsourced our trading function. We are also
developing digital client portals for our institutional and wealth management clients. We believe these investments position us
to improve efficiencies and better respond to consumer demand for digital interaction with investment advisors.
Foster continued growth of the wealth management platform and distribution channel. Westwood Trust serves high net
worth individuals and families, as well as small to medium-sized institutions. We anticipate continued interest from clients and
prospects in our diversified, highly attentive service model. A significant percentage of asset inflows 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 comprehensive manner, our Select Equity strategy, which offers
diversified equity exposure in a tax-efficient manner, and our separately managed portfolio offerings all provide opportunities
for growth.
Foster expanded intermediary distribution. During 2018 we hired a new Head of Intermediary Sales in order to expand
and target our geographic approach and focus coverage for intermediary distribution, and during 2019 we expanded our
intermediary sales team to extend our coverage and accelerate growth in top markets. 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 RIAs and select broker-dealers.
Pursue strategic corporate development opportunities. We evaluate strategic corporate development opportunities to
augment organic growth. We may pursue a variety of transactions, including acquisitions of asset management firms, mutual
funds, wealth management firms, or other financial institutions, 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 and managing investment strategies with partners that
can provide enhanced distribution capabilities or additional service offerings.
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Pursue international opportunities through targeted sales and relationships with international distributors and
institutional investors. As of December 31, 2020, non-U.S. clients represented approximately 12% of our AUM. 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. Additionally, we continue to target
select institutional clients around the globe.
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 a strong brand
name largely through our 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 we 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 providing asset and revenue growth opportunities.
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 single company
dominates the asset management industry, many companies are larger, better known and have greater resources.
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 AUM.
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. The demand for passive strategies with low-fee structures has rapidly increased,
and investors more frequently demand customized and personalized strategies to fit their investment needs. This shift in the
marketplace may benefit competitors that offer certain investment vehicles that we do not currently offer. In summary, our
competitive landscape is intense and dynamic, which may affect our ability 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 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
Virtually all aspects of our business are subject to federal, state and other non-U.S. jurisdictions' 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 compliance with all
material laws and regulations.
Westwood Management
Our business is subject to regulation at federal and state levels by the SEC and other regulatory bodies. Westwood
Management Corp. and Westwood Advisors, L.L.C. are registered with the SEC under the Investment Advisers Act of 1940
(the “Investment Advisers Act”) and under the laws of various states. As RIAs, Westwood Management Corp. and Westwood
Advisors, L.L.C. are regulated and subject to examination by the SEC. The Investment Advisers Act imposes numerous
obligations on RIAs, 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
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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, L.L.C. 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 (the “Patriot Act”). We believe that we are in compliance
with the regulations under the Investment Advisers Act, the Investment Company Act and the Patriot Act.
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, allocation 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
may receive soft dollar credits from certain broker-dealers that are used to pay for brokerage and research-related products,
which reduces certain company operating expenses. We intend to use soft dollars to pay for only those brokerage and research
related products and services that fall within the safe harbor provisions of the Securities Exchange Act of 1934. 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
the 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, and other distributions,
to Westwood Holdings Group, Inc. out of undivided profits.
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.
Human Capital Resources
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Health and Safety
The health and safety of our employees is a high priority, and this is consistent with our operating philosophy of focusing
on transparency, effective corporate governance, life principles and giving back to the communities in which we live and work.
Our safety focus is evident in our response to the COVID-19 pandemic, which includes:
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increasing work from home flexibility;
• minimizing staff levels in all offices;
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improving office cleaning protocols;
establishing new physical distancing procedures for employees while onsite;
initiating regular communication regarding impacts of the COVID-19 pandemic, including health and safety
protocols and procedures;
implementing protocols to address actual and suspected COVID-19 cases and potential exposure;
requiring masks to be worn in all offices; and
work-related travel restrictions.
Measures that the Company Uses to Manage the Business
2020 marked the seventh consecutive year that Pensions & Investments named Westwood one of the best places to work
in money management.
Diversity and Inclusion
We believe that our culture of diversity and inclusion enables us to develop and fully leverage the strengths of our
people. As of December 31, 2020, approximately 45% of our workforce was female and minorities represented approximately
25% of our employees.
Employees
At December 31, 2020, we had 136 full-time employees, all in the U.S. No employees are represented by a labor union,
and we believe our employee relations are favorable. In 2020, approximately 15 employees were terminated following our
closure of Westwood International Advisors. As of December 31, 2020, approximately 17% of our employees held the
Chartered Financial Analyst designation.
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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 AUM, 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 AUM. The value of our AUM can be
negatively impacted by several factors, including:
• 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, acts of terrorism or natural
disasters. 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 AUM is dependent, to a significant extent, on the investment performance of
the assets that we manage. Poor performance may result in the loss or reduction of client accounts, which decreases
revenues. Underperformance relative to peer groups and/or relevant benchmarks 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 may be 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.
The investment management and wealth management industry is highly competitive and innovative.
The investment management and wealth management industry is highly competitive 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, 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, technological, marketing and other resources, more comprehensive name
recognition and more personnel than we do;
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The continuing 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;
Recent changes in consumer demand for technological capabilities, including the enhanced ability for firms to offer
lower fee passive management strategies, has increased competition in our industry;
Shifts in demand for alternative investment styles, asset classes and distribution vehicles may cause our competitors to be
perceived as more attractive;
Other industry participants, hedge funds and alternative asset managers may seek to recruit our investment professionals;
Some competitors charge lower fees for their investment management services than we do;
Some competitors may provide more comprehensive client services, including banking, financial planning and tax
planning at levels beyond what we currently provide; and
Some competitors may have more sophisticated, innovative or advanced distribution networks than we do.
In particular, we have faced significant competition from competitors with lower fee, passive investment strategies.
Investment advisors that emphasize passive products have gained, and may continue to gain, significant market share from
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active managers like us, which could have a material adverse effect on our business. If we are unable to compete effectively,
our earnings could be reduced and our business could be adversely affected.
Some of our strategies invest 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, 2020, approximately 12% of our AUM was invested in strategies offering access to global 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 or other diplomatic
developments. Many financial markets are less developed or efficient than U.S. financial markets with limited liquidity and
higher price volatility, and may lack an established regulatory framework. Liquidity and price volatility 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 emerging or less developed markets. 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.
Legal and Regulatory Risks
Our business is subject to extensive regulation, which is subject to frequent change, 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 Patriot Act, 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.”
We engage in product offerings and international business activities through our global multi-asset securities product
offerings that we make available to our international and domestic clients. As of December 31, 2020, approximately 12% of our
AUM is managed for clients who are domiciled outside the U. S. As a result, we face increased operational, regulatory,
compliance, marketing, client service, reputational 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 and the Markets
in Financial Instruments Directive (MiFID II). 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.
Our business involves risks of being engaged in litigation and liability that could increase our expenses and reduce
our results of operations.
10
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-RIA,
mutual fund adviser, trustee to certain Trust clients 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 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 or we provide poor financial advice, 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 legal proceedings in Item 3. “Legal Proceedings”.
Business and Operational Risks
Due to the substantial cost and time required to introduce new investment strategies or expand the market for
current strategies, we may not be able to successfully introduce 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, 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, the timing of
regulatory approvals 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 may
depend 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 kind of
results that will attract clients. If we are unable to realize the benefits of the costs and expenses incurred in developing new
investment 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 seek to add new investment teams. To the extent we are unable to
recruit and retain investment teams to 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 may require additional resources to update our operational platform and could strain our operational resources and
increase the possibility of operational errors. Additional investments may be required to improve our operational platform. If
any new teams or strategies perform poorly and fail to attract sufficient assets, our results of operations and reputation may be
adversely affected.
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.
Our reputation could also be negatively affected by employees and third parties acting on our behalf, who may circumvent our
controls or act in a manner inconsistent with our policies and procedures. Public perception of our brand could be negatively
affected by decreases in our profitability, AUM or stock price. Damage to our brand could impede our ability to attract and
retain customers and key employees and could reduce our AUM, which could have a material adverse effect on our results of
operations.
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. A limited number of our employees,
11
including our Chief Executive Officer and certain investment employees, have employment contracts, while other key
employees do not have employment contracts. In order to retain or replace key personnel, we may be required to increase
compensation, which would decrease net income. 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.
Failure to perform operational tasks or the misrepresentation of products and services could have an adverse
effect on our reputation and our business, financial condition and results of operations.
Our operations are complex, and our failure to properly perform portfolio responsibilities, including security pricing,
corporate actions, investment restrictions compliance, daily net asset value calculations, account reconciliations, tax reporting,
investment performance calculations and portfolio oversight could result in reputational harm or subject us to regulatory
sanctions, fines, penalties and litigation.
We use advertising materials, public relations information and other external communications to market and sell our
investment products. Failure to accurately calculate and present investment performance data within established guidelines and
regulations could result in reputational harm or subject us to regulatory sanctions, fines, penalties and litigation.
Damage to our reputation could impede our ability to attract and retain customers and key employees and could reduce
our AUM, which could have a material adverse effect on our results of operations. Significant regulatory sanctions, fines,
penalties, and litigation could also materially adversely affect our financial condition and results of operations.
Failure to select appropriate third-party vendors and apply appropriate oversight of third-party vendors could
disrupt our operations and have a material adverse effect on our business, financial condition and results of operations.
We rely on third-party vendors to perform important portions of our operations, and there is no assurance that our third-
party vendors will properly perform or follow our processes, policies and procedures. There is no assurance that our plans for
transition or delegation to a third-party vendor will be successful or that there will not be interruptions in service from these
third parties. A third-party vendor's failure to accurately perform important operations or follow our processes, policies and
procedures could result in the loss of clients, significant regulatory sanctions, fines, penalties and litigation, which could have a
material adverse effect on our business, financial condition and results of operations.
We are a holding company dependent on the operations and funds of our subsidiaries.
We are a holding company, with no revenue-generating operations or assets other than our ownership interests in
Westwood Management and Westwood Trust. 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.
Technology and Privacy Risks
Failure to implement and maintain effective cyber security controls could disrupt our operations and have a
material adverse effect on our results of operations, reputation and stock price.
Our business is dependent on information technology systems and the cyber security controls we and our third party
vendors have in place to protect those systems and the information contained therein. Despite the implementation of protective
measures and endeavoring to modify them as circumstances warrant, our computer systems, software, networks and vendors
may be vulnerable to human error, natural disasters, power loss, spam attacks, unauthorized access, distributed denial of service
attacks, computer viruses and other malicious code, and other events that could result in significant liability and damage to our
reputation, and have an ongoing impact on the security and stability of our operations. The techniques used in these attacks are
increasingly sophisticated, change frequently and are often not recognized until launched. A failure of our and our third party
vendors' 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. As attempted attacks continue to
evolve in scope and sophistication, we may be required to expend substantial additional resources to modify or enhance our
protective measures, to investigate and remediate vulnerabilities or other exposures or to communicate about cyber attacks to
our customers.
Additionally, the SEC issued guidance in February 2018 stating that, as a public company, we are expected to have
controls and procedures that relate to cyber security disclosure, and are required under the federal securities laws to disclose
information relating to certain cyber attacks or other information security breaches. Successful cyber attacks at other asset
management companies or other market participants, whether or not we are affected, could lead to a general loss of customer
confidence in the industry that could negatively affect us, including harming the market perception of the effectiveness of our
security measures, which could result in a loss of business.
12
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
information systems and third-party vendors for securities pricing information, information processing and updates for certain
software. We, or our third-party vendors, may suffer a systems failure or interruption, whether caused by an earthquake, fire,
other natural disaster, power or telecommunications failure, unauthorized access, force majeure, act of war or otherwise, and
our back-up procedures and capabilities may be inadequate to prevent the risk of extended interruptions in operations.
Misuse of assets and information in the possession of our employees and third-party vendors could damage our
reputation and result in costly litigation and liability for our clients and us.
Our employees and certain third-party vendors handle significant amounts of assets along with financial and personal
information for our clients. Our employees or third party vendors could misuse or improperly disclose such information, either
inadvertently or intentionally, 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 or third party vendors. 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.
Risks Related to Ownership of Stock and Corporate Governance
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 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 actual or anticipated fluctuations in operating results; changes in market valuations of
other similar 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 currently contain provisions that 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.
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 a profitable fee structure. In
recent years, there has been a trend toward lower fees in the investment management industry driven in large part by low-cost,
passive strategies, and we are actively marketing lower fee structures to stay competitive. We cannot be assured that we will
succeed in providing investment returns and service levels that will allow us to maintain a profitable fee structure. Continued
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 certain clients, who 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 could have a material adverse effect on our revenues and results of
operations. Our revenues from performance-based fees could fluctuate significantly between measurement periods, depending
on how we perform relative to the indexes specified in these agreements. For example, we earned performance fees of
$3.2 million in 2020, $0.8 million in 2019 and $3.0 million in 2018.
Our business is dependent on investment advisory, sub-advisory, and trust agreements that are subject to
termination or non-renewal and investments we manage under such agreements may be redeemed. As a result, we could
lose clients on very short notice.
13
Substantially all of our revenues are derived pursuant to investment advisory, sub-advisory and trust agreements with our
clients that are subject to termination without advance notice. Investors in funds that we advise or sub-advise may redeem their
investments at any time without prior notice, thereby reducing our AUM. 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. Substantial additional redemptions 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.
We are dependent to a significant degree on our ability to maintain our relationships with clients, consultants, managed
account platforms and other intermediaries. Our ten largest clients accounted for approximately 24% of our fee revenue for the
year ended December 31, 2020. For each of the years ended December 31, 2019 and 2018, our ten largest clients accounted for
approximately 20% of our fee revenue. There can be no assurance that we will be successful in maintaining existing
relationships, securing additional relationships or achieving the superior investment performance necessary to earn
performance-based advisory fees. Our failure to retain one or more of these large relationships or to establish additional
profitable relationships could have a material adverse effect on our business, financial condition and results of operations.
General Risk Factors
The recent COVID-19 pandemic, and other potential outbreaks, could negatively impact our business, financial
condition and results of operations.
We may face risks related to the outbreak of COVID-19, which has been declared a pandemic by the World Health
Organization. The full impact of COVID-19 is unknown and rapidly evolving. The outbreak and any preventative or protective
actions that governments, we or our clients may take in connection with this virus may result in a period of disruption,
including with respect to our financial reporting capabilities and our operations generally, and could potentially impact our
clients and third party vendors. Any resulting financial impact cannot be reasonably estimated at this time, but the COVID-19
pandemic could have a material adverse effect on the Company’s business, prospects, results of operations, reputation, financial
condition, cash flows or ability to continue current operations without any direct or indirect impairment or disruption.
The extent to which the COVID-19 pandemic impacts our results will depend on future developments, which are highly
uncertain and cannot be predicted, including new information which may emerge concerning the severity and spread of
COVID-19 and the efffectiveness of actions to contain the virus or treat its impact, among others.
Failure to correctly identify our strategic growth plan or execute our strategic plan could result in damage to our
reputation and could have a material adverse effect on our business, financial condition and results of operations.
We believe that we have established a strong platform to support future growth, but there is no assurance that we will
appropriately execute our strategic plans, including but not limited to acquisitions, divestitures or other strategic transactions.
As part of our long-term business strategy, we may pursue corporate development transactions including the acquisition
of asset management firms, mutual funds, wealth management firms and investment professionals or teams. Acquisitions
involve inherent risks that could compromise the success of the combined business and dilute the holdings of current
stockholders. 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.
Divestitures involve inherent risks that could compromise the success of our business. Risks related to divestitures can
include difficulties in the separation of the divested business, loss of clients, retention or obligation to indemnify certain
14
liabilities, the failure of counterparties to satisfy payment obligations, unfavorable market conditions that may impact any
earnout or contingency payment due to us, unexpected difficulties in losing employees of the divested business or asset
impairments.
As consumer demand for digital interaction with investment advisors and portfolios continues to grow, we are exploring
opportunities to develop digital solutions to enhance services to our clients. If we are incorrect in assessing the value, strengths,
weaknesses and potential profitability of such solutions, or if we fail to adequately integrate the solutions, the success of our
overall business could be compromised. The initial investment in the necessary technological capabilities and the potential
diversion of management’s time and attention could have a material impact to our business, financial condition and results of
operations.
There is no assurance that we will be successful in overcoming these or other risks encountered with acquisitions,
divestitures and other strategic transactions. These risks may prevent us from realizing the expected benefits from acquisitions
or divestitures and could result in the failure to realize the full economic value of a strategic transaction.
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 impact our ability to maintain the current dividend or pay dividends at all. We
suspended our dividend in the second quarter of 2020 in order to preserve capital and provide additional financial flexibility
amid the uncertainties created by the COVID-19 pandemic. Such factors include our financial position, capital requirements
and liquidity, tax regulations, stock repurchase plans, state corporate and banking law restrictions, results of operations and
other factors that our Board of Directors may consider relevant. 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 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, technological investments and fluctuations in our operating results and financing activities. If
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 properly identify and address conflicts of interest could harm our reputation or cause clients to
withdraw funds, 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.
As we expand the scope of our business and our client base, we must also 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 AUM 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 decisions favors a strategy
to maximize short term results, they may withdraw funds, which could adversely affect our revenues and results of operations.
Insurance coverage may be inadequate to cover legal and regulatory proceedings.
We maintain insurance coverage in amounts and on terms we believe appropriate to cover legal and regulatory matters
and potential cyber security attacks; however, we can make no assurance that there will be adequate coverage or that a specific
claim will be covered by our insurance policies. Additionally, insurance premiums may rise for substantially the same coverage
amounts and terms, which will increase our expenses and reduce net income.
15
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, contain
inherent limitations, and systems determined to be effective can provide only reasonable assurance with respect to financial
statement preparation and presentation.
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.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Westwood, Westwood Management and Westwood Trust conduct their principal operations using approximately 45,000
square feet of leased office space in Dallas, Texas pursuant to a lease with an initial term that expires in March 2026. In
addition, we lease approximately 8,000 square feet of office space in Houston, Texas pursuant to a lease that expires in June
2024 and approximately 2,600 square feet of office space in Southborough, Massachusetts pursuant to a lease that expires in
August 2023. In December 2020, we assigned the lease of our office space in Massachusetts to a third party. While Westwood
International Advisors was closed in 2020, we leased approximately 6,000 square feet of office space in Toronto, Ontario, prior
to terminating that lease in January 2021.
In January 2021, we entered into a sublease agreement with a third party for approximately 10,000 square feet of our
Dallas, Texas office space. The agreement begins in the first quarter of 2021 and expires in the fourth quarter of 2025.
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.
Item 4. Mine Safety Disclosures.
Not applicable.
16
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
PART II
Securities.
Market Information
Our common stock trades on the New York Stock Exchange (the “NYSE”) under the symbol “WHG.” At December 31,
2020, there were approximately 218 record holders of our common stock, although we believe that the number of beneficial
owners of our common stock is substantially greater.
Dividends
We suspended dividends in the second quarter of 2020 in order to preserve capital and provide additional financial
flexibility amid the uncertainties created by the COVID-19 pandemic. 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 and Westwood Trust. 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.
Issuer Purchases of Equity Securities
On July 20, 2012, our Board of Directors authorized management to repurchase up to $10.0 million of our outstanding
common stock on the open market or in privately negotiated transactions. Westwood's Board of Directors authorized an
additional $5.0 million of repurchases under the share repurchase program in July 2016, an additional $10.0 million in February
2020, and an additional $10.0 million in April 2020. The share repurchase program has no expiration date and may be
discontinued at any time by the Board of Directors.
Between January 1, 2020 and December 31, 2020, under the share repurchase program the Company repurchased
679,756 shares of our common stock at an average price of $19.05 per share, including commissions, for an aggregate purchase
price of $13.0 million. The following table displays information with respect to the treasury shares we purchased during the
year ended December 31, 2020:
Period
Repurchase program(1)
March 2020
April 2020
Total
Total
number of
shares
purchased
Average
price paid
per share
Total number
of shares
purchased as part of
publicly announced
plans or programs
272,059 $
407,707 $
17.89
19.83
679,756
19.05
272,059
407,697
679,756
Maximum number (or
approximate dollar
value) of shares that
may yet be purchased
under the plans or
programs (1)
$
10,000,000
(1) These purchases relate to the share repurchase program and were authorized in April 2020.
17
Performance Graph
The following graph compares total stockholder returns of Westwood since December 31, 2015 with the total return of
the Russell 2000 Index and the SNL U.S. Asset Manager Index, a composite of various publicly-traded asset management
companies.
Index
2015
2016
2017
2018
2019
2020
Westwood Holdings Group, Inc.
$ 100.00 $ 120.06 $ 138.37 $
75.04 $
71.74 $
35.76
Russell 2000 Index
SNL U.S. Asset Manager Index
100.00
100.00
121.31
105.79
139.08
140.48
123.76
105.98
155.35
147.70
186.36
189.47
Period ended December 31,
Cumulative
Five-Year Total
Return
(64.24) %
86.36 %
89.47 %
The total return for our stock and for each index assumes $100 invested on December 31, 2015 in our common stock, the
Russell 2000 Index, and the SNL U.S. 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, 2020 was $14.50 per
share. Historical stock price performance is not necessarily indicative of future price performance.
18
Item 6. Selected Financial Data.
SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data, together with AUM 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 and % amounts)
2020(1)
2019(2)
2018(3)
2017(4)
2016(5)
Consolidated Statements of Income (Loss) Data:
Total revenues
$ 65,111
$ 84,079
$ 122,300
$ 133,785
$ 123,021
Employee compensation and benefits
$ 42,141
$ 50,152
$ 59,959
$ 64,955
$ 61,509
Employee compensation and benefits as a % of total revenues
64.7 %
59.6 %
49.0 %
48.6 %
50.0 %
Income (loss) before income taxes
$ (7,588)
$ 9,402
$ 36,462
$ 33,893
$ 34,010
Income (loss) before income taxes as a % of total revenues
(11.7) %
11.2 %
29.8 %
25.3 %
27.6 %
Net income (loss)
Earnings (loss) per share – basic
Earnings (loss) per share – diluted
Cash dividends declared per common share
Economic Earnings(6)
Economic Earnings per common share
________________
$ (8,947)
$ 5,911
$ 26,751
$ 19,989
$ 22,647
$
$
$
(1.12)
(1.12)
0.43
$
$
$
0.70
0.70
2.88
$
$
$
3.20
3.13
2.76
$
$
$
2.45
2.38
2.54
$
$
$
2.84
2.77
2.33
$ 7,284
$ 18,179
$ 43,943
$ 38,917
$ 41,108
$
0.91
$
2.15
$
5.14
$
4.63
$
5.03
(1) Our 2020 financial results were impacted by a $4.2 million reclassification of foreign currency translation adjustments from Accumulated Other
Comprehensive Income (Loss) to Net Income (Loss) following the closure of Westwood International Advisors, $1.1 million in incremental Canadian
withholding taxes (net of U.S. federal tax deduction) paid to repatriate more than $37.0 million from Westwood International Advisors to the U.S., and
a $3.4 million goodwill impairment. These items negatively impacted both basic and diluted earnings per share by $0.52 per share, $0.14 per share and
$0.43 per share, respectively.
(2) Our 2019 financial results were impacted by unrealized gains on private investments of $3.3 million, which positively impacted both diluted and basic
earnings per share by $0.31 per share and a $1.9 million foreign currency transaction loss, which negatively impacted both diluted and basic earnings
per share by $0.17 per share.
(3) Our 2018 financial results were impacted by a $2.8 million foreign currency transaction gain, which positively impacted both diluted and basic
earnings per share by $0.26 per share.
(4) Our 2017 financial results were impacted by a $3.4 million incremental income tax expense related to tax reform, a $2.5 million legal settlement
charge, net of insurance recovery and tax and a $1.6 million foreign currency transaction loss. These items negatively impacted diluted earnings per
share by $0.40 per share, $0.30 per share and $0.12 per share, respectively.
(5) Our 2016 financial results were impacted by $1.3 million of one-time costs, net of tax, associated with implementation of new information technology
platforms, which negatively impacted diluted earnings per share by $0.16 per share.
(6) Economic Earnings is a non–U.S. generally accepted accounting principles (“non-GAAP”) performance measure that is provided as supplemental
information. See the definition of Economic Earnings and the reconciliation to Net income 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
AUM (in millions)
As of December 31,
2020
2019
2018
2017
2016
$ 82,558 $ 100,090 $ 118,230 $ 105,573 $ 90,164
149,152
178,707
199,183
192,659
179,678
130,711
148,287
161,149
156,396
146,069
$ 13,045 $ 15,235 $ 16,606 $ 24,229 $ 21,241
19
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”, “explore,” “believe,” “plan,” “estimate,”
“expect,” “intend,” “should,” "potentially," “could,” “goal,” “may,” “target,” “designed” 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 AUM;
our ability to maintain our fee structure in light of competitive fee pressures;
inclusion of foreign company investments in our AUM;
regulations adversely affecting the financial services industry;
litigation risks;
our ability to develop and market new investment strategies successfully;
our reputation and our relationships with current and potential customers;
our ability to attract and retain qualified personnel;
our ability to perform operational tasks;
our ability to select and oversee third-party vendors;
our dependence on the operations and funds of our subsidiaries;
our ability to maintain effective cyber security;
our ability to maintain effective information systems;
our ability to prevent misuse of assets and information in the possession of our employees and third-party vendors,
which could damage our reputation and result in costly litigation and liability for our clients and us;
our stock is thinly traded and may be subject to volatility;
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;
competition in the investment management industry;
our ability to avoid termination of client agreements and the related investment redemptions;
the significant concentration of our revenues in a small number of customers;
our relationships with investment consulting firms;
the impact of the COVID-19 pandemic;
our ability to identify and execute on our strategic initiatives;
our ability to declare and pay dividends;
our ability to fund future capital requirements on favorable terms;
our ability to properly address conflicts of interest;
our ability to maintain adequate insurance coverage; and
our ability to maintain an effective system of internal controls.
20
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
Corp. and Westwood Advisors, L.L.C. (each of which is an SEC-registered investment advisor and referred to hereinafter
together as “Westwood Management”) and Westwood Trust. Westwood Management provides investment advisory services to
institutional investors, a family of mutual funds called the Westwood Funds®, other mutual funds, individuals and clients of
Westwood Trust.
On July 27, 2020, Westwood’s Board of Directors approved the closure of Westwood International Advisors Inc.
(“Westwood International Advisors”) and Westwood’s office in Toronto, Canada. As a result of this closure, we incurred $0.5
million of severance expense, $0.3 million of lease impairment expense and $0.1 million of vendor contract related costs, offset
by $1.3 million of restricted stock forfeitures. The severance expense and restricted stock forfeitures were recognized within
"Employee compensation and benefits," the lease impairment expense was recognized in "General and administrative," and the
vendor contract costs were recognized within "Information technology" on the Consolidated Statements of Comprehensive
Income (Loss).
Additionally, we repatriated previously undistributed income to the United States from Canada and incurred $1.1 million
of Canadian withholding taxes (net of U.S. federal tax deduction). The withholding taxes were recognized in "Income tax
expense" on the Consolidated Statements of Comprehensive Income (Loss).
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 AUM. Westwood International
Advisors provided investment advisory services to an Irish investment company authorized pursuant to the European
Communities (Undertakings for Collective Investment in Transferable Securities) Regulation 2011 (as amended) (the “UCITS
Fund”), which was liquidated in June 2020.
We continue to closely monitor the impact of the COVID-19 pandemic on all aspects of our business, particularly the
impact on global stock markets. In 2020 we took a number of precautionary measures designed to help minimize the risk of the
spread of the virus to our employees, including suspending all non-essential travel for our employees and encouraging our
employees to work remotely. The investments we have made in technology over the past several years, particularly our
significant investments in cloud-based systems and business continuity planning, have allowed our entire team to serve our
clients from their homes. While our ability to meet with clients declined at the beginning of the pandemic, we were able to
rebound in the second half of the year as our clients embraced digital interactions.
Our revenues are generally derived from fees based on a percentage of AUM, and at December 31, 2020, Westwood
Management and Westwood Trust collectively managed assets valued at approximately $13.0 billion. We have established a
track record of delivering competitive, risk-adjusted returns for our clients.
With respect to most of our client AUM, 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 and
strengthening balance sheets 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 over fifteen years.
We have focused on building a foundation in terms of personnel and infrastructure to support a much larger business. We
have also developed investment strategies that we believe will be desirable within our target institutional, wealth management
and intermediary markets. The cost of developing new products and growing the organization as a whole has resulted in our
incurring expenses that, in some cases, have not generated 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 and services, thereby generating new revenue streams for Westwood. However, there is no guarantee that this
will occur.
2020 Highlights
The following items impacted the year ended December 31, 2020:
21
•
•
•
•
•
•
•
AUM as of December 31, 2020 was $13.0 billion, a 14% decrease compared to December 31, 2019. Quarterly
average AUM decreased 21% to $12.4 billion for 2020 compared to 2019, which contributed to the 23% decrease
in total revenue from 2019.
Our LargeCap Value, SMidCap, AllCap Value, High Income, Alternative Income, Income Opportunity and Total
Return strategies exhibited strong performance by beating their primary benchmarks for the year.
We had a $4.2 million non-cash reclassification of foreign currency translation adjustments from Accumulated
Other Comprehensive Income (Loss) to Net Income (Loss), with no impact on Stockholder's Equity, following the
closure of Westwood International Advisors.
We had a $3.4 million non-cash write-off of historical Advisory goodwill due to to the Company's lower market
capitalization and Advisory net outflows.
The effective tax rate decreased to (17.9)% for 2020 compared to 37.1% for 2019, primarily due to the closure of
our Westwood International Advisors office (net of withholding tax paid to Canada), permanent differences
between book and tax restricted stock expense based on a decrease in our stock price between the grant and
vesting dates, and permanent differences related to goodwill impairment, partially offset by a state tax refund.
We repurchased 679,756 shares of our common stock for an aggregate purchase price of $13.0 million.
Our financial position remains strong with liquid cash and short-term investments of $82.6 million and no debt as
of December 31, 2020.
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 Advisors (prior to its closure, effective September 30, 2020), which
manage client accounts under investment advisory and sub-advisory agreements. Advisory fees are typically calculated based
on a percentage of AUM and are paid in accordance with the terms of the agreements. Advisory fees are paid quarterly in
advance based on AUM on the last day of the preceding quarter, quarterly in arrears based on AUM on the last day of the
quarter just ended or are based on a daily or monthly analysis of AUM for the stated period. We recognize advisory fee
revenues as services are rendered. Certain 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 AUM. Westwood Trust also provides trust services to a
small number of clients on a fixed fee basis. Trust fees are primarily calculated quarterly in arrears based on a daily average of
AUM for the quarter. Since billing periods for most of Westwood Trust's clients coincide with the calendar quarter, revenue is
fully recognized within the quarter, and our Consolidated Financial Statements contain no deferred advisory fee revenues.
Our other revenues primarily consist of investment income from our seed money investments into new investment
strategies and contract revenues.
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 of 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
22
Professional services expenses generally consist of costs associated with sub-advisory 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, amortization,
depreciation, insurance, custody expense, Board of Directors fees, investor relations, licenses and fees, office supplies and other
miscellaneous expenses.
Impairment expense
Impairment expense consists of long-lived asset impairments, generally goodwill or intangible assets.
Gain (loss) on foreign currency transactions
Gain (loss) on foreign currency transactions consist of foreign currency transactions primarily related to Westwood
International Advisors.
Gain on sale of operations
Gain on sale of operations includes the gain on the sale of our Omaha-based component of our Wealth Management
business.
Unrealized gains (losses) on private investments
Unrealized gains (losses) on private investments includes changes in the value of our private equity investments.
Investment income
Investment income primarily includes interest and dividend income on fixed income securities and money market funds.
Other Income
Other income primarily consists of income from the sublease of a portion of our corporate office.
Foreign currency translation adjustments to net income (loss) upon liquidation of a foreign subsidiary
Foreign currency translation adjustments to net income (loss) upon liquidation of a foreign subsidiary includes a
cumulative adjustment following the liquidation of a foreign subsidiary, Westwood International Advisors.
Assets Under Management
AUM decreased $2.2 billion, or 14%, to $13.0 billion at December 31, 2020 compared to $15.2 billion at December 31,
2019. Quarterly average AUM decreased $3.4 billion, down 21%, to $12.4 billion for 2020 compared with $15.8 billion for
2019. The decrease in average AUM was primarily due to Institutional and Mututal Funds net outflows, partially offset by $0.5
billion of market appreciation in 2020.
AUM decreased $1.4 billion, or 8%, to $15.2 billion at December 31, 2019 compared to $16.6 billion at December 31,
2018. Quarterly average AUM decreased $5.6 billion, down 26%, to $15.8 billion for 2019 compared with $21.4 billion for
2018. The decrease in average AUM was primarily due to Institutional and Mutual Funds net outflows, partially offset by $3.0
billion of market appreciation in 2019.
The following table presents our AUM (in millions, except percentages):
Institutional(1)
Wealth Management(2)
Mutual Funds(3)
Total AUM(4)
As of December 31,
2020
Change
2019
Change
2018
$
6,567
4,335
2,143
(25) % $
(2) %
4 %
8,739
4,438
2,058
(6) % $
10 %
(36) %
9,327
4,043
3,236
$
13,045
(14) % $
15,235
(8) % $
16,606
(1)
Institutional includes (i) separate accounts of corporate pension and profit sharing plans, public employee retirement funds, Taft-Hartley plans,
endowments, foundations and individuals; (ii) sub-advisory relationships where Westwood provides investment management services for funds offered
by other financial institutions; (iii) pooled investment vehicles, including the UCITS Fund and collective investment trusts; and (iv) managed account
relationships with brokerage firms and other registered investment advisors that offer Westwood products to their customers. The UCITS Fund was
liquidated in June 2020.
23
(2) Wealth Management 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 Advisors, L.L.C.
provides advisory services to high net worth individuals. Investment sub-advisory services are provided for the common trust funds by Westwood
Management, Westwood International Advisors (prior to its closure, effective September 30, 2020) and external unaffiliated sub-advisors. For certain
assets in this category Westwood Trust currently provides limited custody services for a minimal or no fee, viewing these assets as potentially
converting to fee-generating managed assets in the future.
(3) 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 wealth management accounts.
(4) AUM for 2020, 2019 and 2018 excludes approximately $267 million, $283 million and $228 million of assets under advisement ("AUA"),
respectively, related to our model portfolios for which we provide consulting advice but do not have discretionary investment authority.
Roll-Forward of Assets Under Management
AUM (in millions)
Beginning of period assets
Client flows:
Inflows
Outflows
Net client flows
Market appreciation
Net change
End of period assets
Year Ended December 31, 2020
Institutional
Wealth
Management
Mutual
Funds
Total
$
8,739 $
4,438 $
2,058 $
15,235
937
(3,178)
(2,241)
69
(2,172)
335
(766)
(431)
328
(103)
967
(1,024)
(57)
142
85
2,239
(4,968)
(2,729)
539
(2,190)
$
6,567 $
4,335 $
2,143 $
13,045
The decrease in AUM for the year ended December 31, 2020 was due to net outflows of $2.7 billion, partially offset by
market appreciation of $0.5 billion. Net client flows were primarily related to our Emerging Markets, SMidCap and LargeCap
Value strategies.
AUM (in millions)
Beginning of period assets
Client flows:
Inflows
Outflows
Net client flows
Market appreciation
Net change
End of period assets
Year Ended December 31, 2019
Institutional
Wealth
Management
Mutual
Funds
Total
$
9,327 $
4,043 $
3,236 $
16,606
725
(3,106)
(2,381)
1,793
(588)
395
(699)
(304)
699
395
544
(2,259)
(1,715)
537
(1,178)
1,664
(6,064)
(4,400)
3,029
(1,371)
$
8,739 $
4,438 $
2,058 $
15,235
The decrease in AUM for the year ended December 31, 2019 was due to net outflows of $4.4 billion, partially offset by
market appreciation of $3.0 billion. Net client flows were primarily related to our Income Opportunity, Emerging Markets, and
LargeCap Value strategies.
24
AUM (in millions)
Beginning of period assets
Client flows:
Inflows
Outflows(1)
Net client flows
Market depreciation
Net change
End of period assets
Year Ended December 31, 2018
Institutional
Wealth
Management
Mutual
Funds
Total
$
14,421 $
5,566 $
4,242 $
24,229
1,353
(5,536)
(4,183)
(911)
378
(1,639)
(1,261)
(262)
879
(1,672)
(793)
(213)
(5,094)
(1,523)
(1,006)
2,610
(8,847)
(6,237)
(1,386)
(7,623)
$
9,327 $
4,043 $
3,236 $
16,606
(1) Wealth Management outflows include approximately $1.1 billion of assets related to the sale of our Omaha-based component of our Wealth
Management business.
The decrease in AUM for the year ended December 31, 2018 was due to net outflows of $6.2 billion, which included
approximately $1.1 billion of outflows related to the divestiture of our Omaha operations, and market depreciation of $1.4
billion. Net client flows were primarily related to our SMidCap strategies, Emerging Markets strategies, LargeCap Value
strategy and Income Opportunity strategy.
25
Results of Operations
The following table and discussion of our results of operations is based upon data derived from our Consolidated
Statements of Comprehensive Income (Loss) contained in our Consolidated Financial Statements and should be read in
conjunction with these statements included elsewhere in this Report.
Revenues:
Advisory fees:
Asset-based
Performance-based
Trust fees
Trust performance-based fees
Other revenues, net
Total revenues
Expenses:
Employee compensation and benefits
Sales and marketing
Westwood mutual funds
Information technology
Professional services
General and administrative
Impairment expense
(Gain) loss on foreign currency transactions
Total expenses
Net operating income (loss)
Gain on sale of operations
Unrealized gains (losses) on private investments
Investment income (expense)
Other income
Foreign currency translation adjustments to net
income (loss) upon liquidation of a foreign
subsidiary
Income (loss) before income taxes
Provision for income taxes
Net income (loss)
NM - Not meaningful
Years ended December 31,
(in thousands, except percentages)
2020
Change
2019
Change
2018
$
38,028
(33) % $
57,033
(36) % $
89,367
2,808
23,563
366
346
65,111
42,141
1,194
1,681
8,111
4,271
8,941
3,403
(1,184)
68,558
(3,447)
—
(711)
604
135
268
(8)
NM
(57)
(23)
(16)
(42)
(46)
(4)
(1)
(6)
NM
NM
(14)
(174)
NM
(122)
(54)
(6)
764
25,483
—
799
84,079
50,152
2,068
3,097
8,426
4,322
9,516
—
1,854
79,435
4,644
—
3,296
1,318
144
(74)
(12)
NM
(20)
(31)
(16)
7
(19)
(7)
(10)
(1)
NM
NM
(8)
(87)
NM
NM
NM
NM
(4,169)
NM
—
NM
2,984
28,953
—
996
122,300
59,959
1,936
3,808
9,103
4,783
9,564
—
(2,791)
86,362
35,938
524
—
—
—
—
$
(7,588)
(181) % $
1,359
(61)
$
(8,947)
(251) % $
9,402
3,491
5,911
(74) % $
36,462
(64)
9,711
(78) % $
26,751
Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
Total Revenues. Total revenues decreased $19.0 million, or 23%, to $65.1 million compared with $84.1 million for 2019.
The decrease was attributable to a $19.0 million decrease in asset-based advisory fees and a $1.9 million decrease in Trust fees,
both primarily due to lower average AUM compared to 2019, partially offset by a $2.0 million increase in performance-based
advisory fees, primarily due to higher realization of performance fees in 2020.
Employee Compensation and Benefits. Employee compensation and benefit costs decreased $8.0 million, or 16.0%, to
$42.1 million compared with $50.2 million in 2019. The decrease was primarily due to reductions in compensation relating to
short- and long-term incentive compensation as a result of lower asset-based revenues as compared to the prior year, and lower
headcount.
26
Sales and marketing. Sales and marketing expenses decreased $0.9 million, or 42%, to $1.2 million compared with
$2.1 million for 2019. The decrease was primarily due to lower travel costs as a result of COVID-19.
Westwood Mutual Funds. Westwood mutual funds expenses decreased 46% to $1.7 million compared to $3.1 million for
2019 primarily due to lower service fees following declines in market values for the Westwood funds.
Impairment Expense. Following a sustained decline in the Company's market capitalization, we determined that the
entire goodwill related to our Advisory segment was impaired, and we recorded impairment charges of $3.4 million in 2020.
(Gain) loss on foreign currency transactions. We recorded $1.2 million foreign currency transaction gains in 2020 as a
result of fluctuations in the Canadian dollar exchange rate.
Unrealized gains (losses) on private investments. We recorded $0.7 million of unrealized losses on private investments
in 2020. The decrease in valuation is primarily related to a $0.5 million market value decrease in our investment in Charis, the
parent company of Westwood Private Bank ("Charis)." Further information is included in Note 5 "Investments" to our
Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" accompanying
this Report.
Foreign currency translation adjustments to net income (loss) upon liquidation of a foreign subsidiary. We recorded a
cumulative foreign currency translation adjustment of $4.2 million following the liquidation of Westwood International
Advisors in 2020.
Provision for Income Taxes. The effective tax rate was (17.9)% for 2020 compared to 37.1% for 2019. Our income tax
rate differed from the 21% statutory rate for 2020, which would have generated a tax benefit to the Company, primarily due to
the Canadian withholding tax on repatriation of funds from Westwood International Advisors, permanent differences between
book and tax restricted stock expense based on a decrease in our stock price between the grant and vesting dates, and permanent
differences related to foreign currency losses and goodwill impairment, partially offset by a state tax refund.
Year Ended December 31, 2019 Compared to Year Ended December 31, 2018
Total Revenues. Total revenues decreased $38.2 million, or 31%, to $84.1 million compared with $122.3 million for
2018. The decrease was attributable to a $32.3 million decrease in asset-based advisory fees, a $3.5 million decrease in Trust
fees, and a $2.2 million decrease in performance-based fees. Advisory-based fees and Trust fees decreased as a result of lower
average AUM compared to 2018.
Employee Compensation and Benefits. Employee compensation and benefit costs decreased $9.8 million, or 16%, to
$50.2 million compared with $60.0 million in 2018. The decrease was primarily due to reductions in compensation relating to
short- and long-term incentive compensation as a result of lower asset-based revenues as compared to the prior year, and lower
headcount.
Westwood Mutual Funds. Westwood mutual funds expenses decreased 19% to $3.1 million compared to $3.8 million for
2018 primarily due to lower mutual funds average AUM, principally Income Opportunity outflows.
Information Technology. Information technology costs decreased $0.7 million, or 7%, to $8.4 million compared with
$9.1 million in 2018, primarily due to the timing of implementation costs for our technology infrastructure.
(Gain) loss on foreign currency transactions. We recorded $1.9 million of foreign currency transaction losses in 2019
due to a 4% decrease in the Canadian dollar exchange rate.
Unrealized gains on private investments. We recorded $3.3 million of unrealized gains on private investments in 2019.
The increase in valuation is primarily related to a $2.8 million valuation step-up in our investment in InvestCloud, a private
digital financial services provider ("InvestCloud") and a $0.5 million market value increase in our investment in Charis.
Provision for Income Taxes. The effective tax rate increased to 37.1% for 2019 compared to 26.6% for 2018. The 2019
rate was negatively impacted by a $0.6 million discrete tax expense related to a permanent difference between book and tax
stock-based compensation expense following a decrease in our stock price between grant and vesting dates, as well as
limitations on the deductibility of additional compensation under the Tax Cuts and Jobs Act (the "Tax Reform Act").
27
Supplemental Financial Information
As supplemental information, we are providing non-GAAP performance measures that we refer to as Economic Earnings
and Economic EPS. We provide these measures in addition to, but not as a substitute for, net income (loss) and earnings (loss)
per share, which are reported on a generally accepted accounting principles ("GAAP") basis. Our management and Board of
Directors review Economic Earnings and Economic EPS to evaluate our ongoing performance, allocate resources, and review
our dividend policy. We believe that these non-GAAP performance measures, while not substitutes for GAAP net income (loss)
or earnings (loss) per share, are useful for management and investors when evaluating our underlying operating and financial
performance and our available resources. We do not advocate that investors consider these non-GAAP measures without also
considering financial information prepared in accordance with GAAP.
We define Economic Earnings as net income (loss) plus non-cash equity-based compensation expense, impairment
expense, amortization of intangible assets, currency translation adjustment reclassification and deferred taxes related to
goodwill. Although depreciation on fixed assets is a non-cash expense, we do not add it back when calculating Economic
Earnings because depreciation charges represent an allocation of the decline in the value of the related assets that will ultimately
require replacement. In addition, we do not adjust Economic Earnings for tax deductions related to restricted stock expense or
amortization of intangible assets. Economic EPS represents Economic Earnings divided by diluted weighted average shares
outstanding.
For the year ended December 31, 2020, our Economic Earnings decreased by 60% to $7.3 million compared with $18.2
million for the year ended December 31, 2019. The current year was impacted by lower revenue due to a decrease in quarterly
average AUM and unrealized losses on private investments, partially offset by lower employee compensation costs and higher
performance-based fees.
The following table provides a reconciliation of net income to Economic Earnings for the years presented:
Net Income (Loss)
$
(8,947)
(251) % $
5,911
(78) % $ 26,751
34 % $ 19,989
(12) % $ 22,647
2020
Change
2019
Change
2018
Change
2017
Change
2016
For the years ended December 31,
(in thousands, except percentages and per share data)
Add: Stock-based
compensation
expense
Add: Impairment
expense
Add: Intangible
amortization
Add: Currency
translation
adjustment
reclassification
Add: Tax benefit
from goodwill
amortization
Economic Earnings
Economic Earnings
per Share
$
$
6,701
(35)
10,305
(33)
15,283
(7)
16,430
3
15,954
3,403
NM
—
NM
—
NM
—
NM
—
1,721
—
1,726
3
1,672
(11)
1,872
(4)
1,960
4,169
NM
—
NM
—
NM
—
NM
—
237
7,284
—
237
—
237
(62)
626
14
547
(60) % $ 18,179
(59) % $ 43,943
13 % $ 38,917
(5) % $ 41,108
0.91
(58) % $
2.15
(58) % $
5.14
11 % $
4.63
(8) % $
5.03
The following table provides Economic Earnings by segment for the years presented:
2020
Change
2019
Change
2018
Change
2017
Change
2016
For the years ended December 31,
(in thousands, except percentages)
Economic Earnings by
Segment:
Advisory
Trust
Westwood Holdings
$
8,713
(55) % $ 19,186
(60) % $ 47,574
11 % $ 42,887
1 % $ 42,588
5,668
(7,097)
(24)
(16)
7,487
(8,494)
31
(9)
5,737
(9,368)
(11)
(10)
6,464
(10,434)
12
44
5,782
(7,262)
Total
$
7,284
(60) % $ 18,179
(59) % $ 43,943
13 % $ 38,917
(5) % $ 41,108
28
Liquidity and Capital Resources
Balance Sheet Data (in thousands)
Cash and cash equivalents
Accounts receivable
Total liquid assets
Investments, at fair value
As of December 31,
2020
2019
$
$
$
13,016 $
9,450
22,466 $
69,542 $
49,766
13,177
62,943
50,324
We fund our operations and cash requirements with cash generated from operating activities. We may also use cash from
operations to pay dividends to our stockholders. We suspended dividends in the second quarter of 2020 in order to preserve
capital and provide additional financial flexibility amid the uncertainties created by the COVID-19 pandemic. As of December
31, 2020 and 2019, we had no debt. The changes in net cash provided by operating activities generally reflect changes in
earnings plus the effects of non-cash items and changes in working capital, including liquidation of investments used to cover
current liabilities. Changes in working capital, especially accounts receivable and accounts payable, are generally the result of
timing differences between collection of fees billed and payment of operating expenses.
We had cash and short-term investments of $82.6 million and $100.1 million as of December 31, 2020 and 2019,
respectively. On July 27, 2020, Westwood’s Board of Directors approved the closure of Westwood International Advisors,
effective September 30, 2020. Following that decision by the Board of Directors, we repatriated over $37.0 million to the
United States and primarily invested the cash in short-term investments. At December 31, 2020 and 2019, working capital
aggregated $84.5 million and $95.6 million, respectively.
Westwood Trust must maintain cash and investments in an amount equal to the minimum restricted capital of $4.0
million, as required by the Texas Finance Code. Restricted capital is included in Investments in the accompanying Consolidated
Balance Sheets. At December 31, 2020, Westwood Trust had approximately $13.9 million in excess of its minimum capital
requirement.
Cash Flow Data (in thousands)
Operating cash flows
Investing cash flows
Financing cash flows
For the years ended December 31,
2020
2019
2018
$
(9,770) $
32,172 $
31,484
(4)
(4,848)
3,597
(25,812)
(31,870)
(34,115)
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. 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.
During 2020, cash flow used in operating activities was $9.8 million, compared to cash provided by operations of $32.2
million during 2019 and $31.5 million during 2018. The decrease of $41.9 million from 2019 to 2020 was primarily due to net
purchases of investments, unrealized investment losses and a net loss in 2020. The increase of $0.7 million from 2018 to 2019
was primarily due to cash transferred to our investment accounts offset by changes in operating assets and liabilities and net
income.
Cash flow used in investing activities was minimal in 2020. Cash flow used in investing activities during 2019 of
$4.8 million was primarily related to our investment in Charis. Cash flow provided by investing activities during 2018 was
primarily related to the proceeds from the sale of our Omaha-based component of our Wealth Management business, partially
offset by our investment in InvestCloud.
Cash used in financing activities was $25.8 million in 2020 compared to $31.9 million and $34.1 million in 2019 and
2018, respectively. The change from 2019 to 2020 primarily related to repurchases of common stock under our share
repurchase plan and lower dividends, following our dividend suspension in the second quarter of 2020. The change from 2018
to 2019 related to repurchases of common stock under our share repurchase plan and the amount of restricted stock shares
withheld for annual vesting, partially offset by higher dividends.
Our future liquidity and capital requirements will depend upon numerous factors, including 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 plus
29
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. 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 2020 and 2019:
2020 Dividends
Declaration Date
February 5, 2020
2019 Dividends
Declaration Date
February 6, 2019
April 24, 2019
July 31, 2019
October 30, 2019
Contractual Obligations
Record Date
March 6, 2020
Paid Date
April 1, 2020
Dividend Per Share
$0.43
Record Date
March 8, 2019
June 7, 2019
September 6, 2019
December 6, 2019
Paid Date
April 1, 2019
July 1, 2019
October 1, 2019
January 2, 2020
Dividend Per Share
$0.72
$0.72
$0.72
$0.72
$2.88
The following table summarizes our contractual obligations as of December 31, 2020 (in thousands).
Payments due in:
Purchase obligations(1)
$
12,629 $
4,858 $
5,825 $
1,946 $
—
Total
Less than 1 year
1-3 years
4-5 years
Thereafter
(1)
A “purchase obligation” is defined as an agreement to purchase goods or services that is enforceable and legally binding 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.
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 GAAP 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
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 GAAP and 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
30
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' abilities to direct the activities of the entity.
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, (ii) the at-risk equity holders, as a group, lack the characteristics of a
controlling financial interest or (iii) the entity is structured with disproportionate voting rights, and substantially all of the
activities are conducted on behalf of an investor with disproportionately few voting rights. That is, the at-risk equity holders do
not have the obligation to absorb significant losses, the right to receive residual returns and 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. The primary beneficiary of a VIE is defined
as the party that, 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 on a continuing
basis.
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.
We evaluated (i) our relationship as sponsor of the Common Trust Funds (“CTFs”) and managing member of the private
equity funds Westwood Hospitality Fund I, LLC and Westwood Technology Opportunities Fund I, LP (collectively the “Private
Funds”), (ii) our advisory relationships with the Westwood Funds® and (iii) our investments in InvestCloud and Charis
discussed in Note 5 “Investments” to our Consolidated Financial Statements included in Part II. Item 8 “Financial Statements
and Supplementary Data” (“Private Equity”) to determine whether each of these entities is a variable interest entity (“VIE”) or
voting ownership entity (“VOE”).
Based on our analyses, we determined that the CTFs and Private Funds were VIEs, as the at-risk equity holders do not
have the ability to direct the activities that most significantly impact the entities' economic performance, and the Company and
its representatives have a majority control of the entities' respective boards of directors and can influence the respective entities'
management and affairs.
Based on our analyses, we determined the Westwood Funds® and Private Equity (i) have sufficient equity at risk to
finance the entities' activities independently, (ii) have the obligation to absorb losses, the right to receive residual returns and
the right to direct the activities of the entities that most significantly impact the entities' economic performance and (iii) are not
structured with disproportionate voting rights.
Based on our analyses of our investments in these entities for the periods ending December 31, 2020 and 2019, we have
not consolidated the CTFs or Private Funds under the VIE method or the Westwood Funds® or Private Equity under the VOE
method, and therefore the financial results of these entities are not included in the Company’s consolidated financial results.
Goodwill
Goodwill is tested at least annually for impairment. We assess the recoverability of the carrying amount of goodwill
either qualitatively or quantitatively 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. We test more frequently if indicators are present or changes
in circumstances suggest that impairment may exist. These indicators include declines in revenues, 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, which is 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 and recent financial performance of our reporting
units. 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, an impairment charge is recorded based on that difference.
The fair value of each reporting unit is estimated using a market multiple approach and an income 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. The income approach is based on the long-term projected future cash
flows of the reporting units. These cash flows are determined based on revenue and expense projections over each of the next
31
five years and a terminal revenue growth rate thereafter. We discount the estimated cash flows to present value using a
weighted average cost of capital ("the discount rate") that considers factors such as market assumptions, the timing of cash
flows and the risks inherent in such cash flows. An impairment charge would be recognized for the amount by which the
carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of
goodwill allocated to that reporting unit.
Following a sustained decline in the Company's market capitalization, we determined that the entire goodwill related to
our Advisory segment was impaired, and recorded impairment charges of $3.4 million during the year ended December 31,
2020 to "Impairment expense" on the Consolidated Statements of Comprehensive Income (Loss).
We determined the fair value of each of our reporting units using a weighted average approach of the market and income
approaches. As part of this current assessment, we determined that an increase in the discount rate (from the prior assessment)
applied in the valuation was required to align with market-based assumptions. The higher discount rate, in conjunction with
revised long-term projections resulted in a lower fair value of the Advisory segment.
There was no goodwill impairment in the Trust segment, nor were there any goodwill impairments recorded during the
years ended December 31, 2018 and 2019.
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 (Loss). On December 22, 2017, the Tax Reform Act was signed into law. Further information on the
tax impacts of the Tax Reform Act is included in Note 2 “Summary of Significant Accounting Policies” to our Consolidated
Financial Statements included in Part II. Item 8 “Financial Statements and Supplementary Data.”
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, 2020 and 2019, 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. The actual outcome of our tax positions, if significantly different from our estimates,
could materially impact the financial statements. Further information on uncertain tax positions is included in Note 8 “Income
Taxes” to our Consolidated Financial Statements included in Part II. Item 8 “Financial Statements and Supplementary Data.”
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 U. S. treasury bills and equity funds, all of
which present inherent market risks. We do not currently participate in any hedging activities, nor do we 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 AUM 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 AUM, 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
AUM during the year ended December 31, 2020 would have reduced our reported consolidated total revenue by approximately
$6 million.
32
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.
Item 8. Financial Statements and Supplementary Data
The independent registered public accounting firm's report 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.
None.
33
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, 2020 to ensure that information required to be disclosed by us in the reports we
file or submit under the Exchange Act was (i) recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms and (ii) 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.
Changes in Internal Control over Financial Reporting
During the quarterly period ended December 31, 2020, 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.
34
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, 2020. 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, 2020, Westwood’s internal control over financial reporting is effective based on those criteria.
Westwood is not required to, nor did it, engage an independent registered public accounting firm to issue an audit report on our
assessment of Westwood's internal control over financial reporting.
By:
/s/ Brian O. Casey
Brian O. Casey, President & Chief Executive Officer
/s/ Murray Forbes III
Murray Forbes III, Chief Financial Officer & Treasurer
March 4, 2021
Dallas, Texas
35
Item 9B.
Other Information.
None.
Item 10. Directors, Executive Officers and Corporate Governance.
PART III
The information required by this item is, or will be, set forth in the definitive proxy statement relating to the 2021 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.
Equity Compensation Plan Information
The following table gives information as of December 31, 2020 about shares of our common stock that may be issued
upon the exercise of options, warrants and rights under our Seventh 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, which are our only equity compensation plans in effect at that time. The material terms of these plans were
approved by our stockholders and are discussed in Note 7 “Employee Benefits” to our Consolidated Financial Statements
included in Part II. Item 8 “Financial Statements and Supplementary Data.”
Plan Category
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)
Equity compensation plans approved by security holders
— $
—
684,000 (1)
(1) 684,000 shares are available under our Seventh Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan. Our Share
Award Plan of Westwood Holdings Group, Inc. for Service Provided in Canada to its Subsidiaries was effectively terminated following the
closure of Westwood International Advisors.
The other 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.
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.
36
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 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 not applicable.
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.
37
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: March 4, 2021
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/ Murray Forbes III
Murray Forbes III
/s/ Richard M. Frank
Richard M. Frank
/s/ Susan M. Byrne
Susan M. Byrne
/s/ Ellen H. Masterson
Ellen H. Masterson
/s/ Geoffrey R. Norman
Geoffrey R. Norman
/s/ Raymond E. Wooldridge
Raymond E. Wooldridge
Title
President, Chief Executive Officer and Director
(Principal Executive Officer)
Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
Chairman of the Board of Directors
Vice Chairman of the Board of Directors
Director
Director
Director
38
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2020 and 2019
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018
Notes to Consolidated Financial Statements
Page
2
4
5
6
7
8
1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and Board of Directors of Westwood Holdings Group, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Westwood Holdings Group, Inc. and subsidiaries (the
"Company") as of December 31, 2020 and 2019, the related consolidated statements of comprehensive income, stockholders'
equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes (collectively
referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in
the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting
but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due
to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and
we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Goodwill — Trust Reporting Unit
Critical Audit Matter Description
The Company assesses the recoverability of the carrying amount of goodwill at least annually at the reporting unit level. The
Company has identified two reporting units, which are consistent with its reporting segments: Advisory and Trust. The fair
value of each reporting unit is estimated using a market multiple approach and an income approach. The income approach is
based on the long-term projected future cash flows of the reporting unit. These cash flows are determined based on revenue and
expense projections over each of the next five years and a terminal revenue growth rate thereafter. The Company discounts the
estimated cash flows to present value using a weighted average cost of capital (the “discount rate”). An impairment charge
would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company’s
annual goodwill impairment assessment for 2020 resulted in full impairment of goodwill related to the Advisory reporting unit
and no goodwill impairment for the Trust reporting unit. The Goodwill balance was $16.4 million as of December 31, 2020, all
of which related to the Trust reporting unit.
We identified goodwill for the Trust reporting unit as a critical audit matter because of the significant judgments made by
management to estimate the fair value of the Trust reporting unit using the income approach. This required a high degree of
auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing
audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the selection of the
discount rate and terminal growth rate and the projections of future revenue.
2
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the discount rate, terminal growth rate and projections of future revenue used by management to
estimate the fair value of the Trust reporting unit included the following, among others:
• We evaluated management’s ability to accurately forecast future revenues of the Trust reporting unit by comparing actual
results to management’s historical projections.
• We evaluated the reasonableness of management’s revenue forecasts by comparing the projections to:
– Historical revenues and revenue growth rates.
–
–
Internal communications to management and the Board of Directors.
Forecasted information included in industry and analyst reports for companies in the Company’s peer group.
• We evaluated the impact of changes in management’s revenue projections from the July 1, 2020, annual measurement date
to December 31, 2020.
• With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology, (2)
terminal growth rate, and (3) discount rate, including testing the source information underlying the determination of the
discount rate, testing the mathematical accuracy of the calculation, and developing a range of independent estimates and
comparing those to the discount rate selected by management.
/s/ Deloitte & Touche LLP
Dallas, Texas
March 4, 2021
We have served as the Company's auditor since 2015.
3
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except par values and share amounts)
ASSETS
Current Assets:
Cash and cash equivalents
Accounts receivable
Investments, at fair value
Income taxes receivable
Other current assets
Total current assets
Investments
Noncurrent investments at fair value
Goodwill
Deferred income taxes
Operating lease right-of-use assets
Intangible assets, net
Property and equipment, net of accumulated depreciation of $8,056 and $7,395
Other long-term assets
Total long-term assets
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued liabilities
Dividends payable
Compensation and benefits payable
Operating lease liabilities
Income taxes payable
Total current liabilities
Accrued dividends
Noncurrent operating lease liabilities
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 10,500,549 and
outstanding 8,326,948 shares at December 31, 2020; issued 10,306,570 and outstanding
8,881,086 shares at December 31, 2019
Additional paid-in capital
Treasury stock, at cost – 2,173,559 shares at December 31, 2020; 1,425,483 shares at December
31, 2019
Accumulated other comprehensive loss
Retained earnings (accumulated deficit)
Total stockholders’ equity
Total liabilities and stockholders’ equity
See Notes to Consolidated Financial Statements.
December 31,
2020
2019
13,016 $
9,450
69,542
1,700
2,606
96,314
8,154
3,527
16,401
1,468
6,103
13,535
3,186
464
52,838
149,152 $
1,627 $
810
7,448
1,718
191
11,794
526
6,121
6,647
18,441
49,766
13,177
50,324
1,150
2,544
116,961
8,154
4,238
19,804
2,216
7,562
15,256
4,152
364
61,746
178,707
2,145
7,362
9,975
1,584
289
21,355
1,303
7,762
9,065
30,420
105
210,268
(77,967)
—
(1,695)
130,711
149,152 $
103
203,441
(63,281)
(2,943)
10,967
148,287
178,707
$
$
$
$
4
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands, except shares and per share data)
Revenues:
Advisory fees:
Asset-based
Performance-based
Trust fees
Trust performance-based
Other, net
Total revenues
Expenses:
Years ended December 31,
2019
2018
2020
$
38,028 $
57,033 $
89,367
2,808
23,563
366
346
764
25,483
—
799
2,984
28,953
—
996
65,111
84,079
122,300
Employee compensation and benefits
42,141
50,152
59,959
Sales and marketing
Westwood mutual funds
Information technology
Professional services
General and administrative
Impairment expense
(Gain) loss on foreign currency transactions
Total expenses
Net operating income (loss)
Gain on sale of operations
Unrealized gains (losses) on private investments
Investment income
Other income
Foreign currency translation adjustments to net income (loss) upon liquidation of a
foreign subsidiary
Income (loss) before income taxes
Provision for income taxes
Net income (loss)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments
Reclassification of cumulative foreign currency translation adjustments to net
income (loss) upon liquidation of a foreign currency
Total comprehensive income (loss)
Earnings (loss) per share:
Basic
Diluted
Weighted average shares outstanding:
Basic
Diluted
1,194
1,681
8,111
4,271
8,941
3,403
(1,184)
68,558
(3,447)
—
(711)
604
135
(4,169)
(7,588)
1,359
2,068
3,097
8,426
4,322
9,516
—
1,854
79,435
4,644
—
3,296
1,318
144
—
9,402
3,491
1,936
3,808
9,103
4,783
9,564
—
(2,791)
86,362
35,938
524
—
—
—
—
36,462
9,711
$
(8,947) $
5,911 $
26,751
(1,226)
1,940
(3,119)
4,169
—
—
$
(6,004) $
7,851 $
23,632
$
$
(1.12) $
(1.12) $
0.70 $
0.70 $
3.20
3.13
7,987,554
7,987,554
8,408,017
8,463,239
8,365,360
8,547,370
See Notes to Consolidated Financial Statements.
5
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share data)
BALANCE, December 31, 2017
8,899,587 $
100 $ 179,241 $ (49,788) $
(1,764) $
28,607 $ 156,396
Westwood Holdings
Group, Inc.
Common Stock, Par
Shares
Amount
Additional
Paid-In
Capital
Treasury
Stock
Accumulated
Other
Comprehensive
Income (Loss)
Retained
Earnings
(Accumulated
Deficit)
Total
Net income
Other comprehensive loss
—
—
Issuance of restricted stock, net of forfeitures
201,756
Stock-based compensation expense
Reclassification of compensation liability to be
paid in shares
Dividends declared ($2.76 per share)
Purchases of treasury stock
Issuance of treasury stock under employee stock
plans
Restricted stock returned for payment of taxes
—
—
—
(121,320)
10,327
(85,448)
—
—
2
—
—
—
—
—
—
—
—
(2)
15,283
165
—
—
—
—
—
—
—
—
(4,726)
(571)
571
(4,768)
—
26,751
(3,119)
—
—
—
—
—
—
—
26,751
(3,119)
—
15,283
165
—
—
—
—
(24,833)
(24,833)
—
—
—
(4,726)
—
(4,768)
BALANCE, December 31, 2018
8,904,902 $
102 $ 194,116 $ (58,711) $
(4,883) $
30,525 $ 161,149
Net income
Other comprehensive income
—
—
Issuance of restricted stock, net of forfeitures
123,986
Stock-based compensation expense
Reclassification of compensation liability to be
paid in shares
Dividends declared ($2.88 per share)
Purchases of treasury stock
Issuance of treasury stock under employee stock
plans
Restricted stock returned for payment of taxes
—
—
—
(110,606)
24,840
(62,036)
—
—
1
—
—
—
—
—
—
—
—
(1)
10,305
232
—
—
—
—
—
—
—
—
(3,394)
(1,211)
1,211
—
(2,387)
—
1,940
—
—
—
—
—
—
—
5,911
—
—
—
—
5,911
1,940
—
10,305
232
(25,469)
(25,469)
—
—
—
(3,394)
—
(2,387)
BALANCE, December 31, 2019
8,881,086 $
103 $ 203,441 $ (63,281) $
(2,943) $
10,967 $ 148,287
Net loss
Foreign currency translation adjustments
Foreign currency translation adjustments
reclassification
—
—
—
Issuance of restricted stock, net of forfeitures
193,968
Stock-based compensation expense
Reclassification of compensation liability to be
paid in shares
Dividends declared ($0.43 per share), net of
forfeitures
Purchases of treasury stock
Purchase of treasury stock under employee stock
plans
Issuance of treasury stock under employee stock
plans
Restricted stock returned for payment of taxes
—
—
—
(679,756)
(27,474)
2,169
(43,045)
—
—
—
2
—
—
—
—
—
—
—
—
—
—
(2)
6,701
212
—
—
—
—
—
—
—
—
—
—
(12,952)
(697)
(84)
—
83
(1,120)
—
(8,947)
(1,226)
4,169
—
—
—
—
—
—
—
—
(8,947)
(1,226)
4,169
—
6,701
212
—
—
—
—
—
(3,715)
(3,715)
—
—
—
—
(12,952)
(697)
(1)
(1,120)
BALANCE, December 31, 2020
8,326,948 $
105 $ 210,268 $ (77,967) $
— $
(1,695) $ 130,711
See Notes to Consolidated Financial Statements.
6
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Cash flows from operating activities:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Years ended December 31,
2020
2019
2018
$
(8,947) $
5,911
$
26,751
Depreciation
Amortization of intangible assets
Unrealized (gains) losses on investments
Stock-based compensation expense
Deferred income taxes
Loss on asset disposition
Gain on sale of operations
Non-cash lease expense
Impairment of goodwill
Currency translation adjustment reclassification
Changes in operating assets and liabilities:
Net (purchases) sales of investments – trading securities
Accounts receivable
Other current assets
Accounts payable and accrued liabilities
Compensation and benefits payable
Income taxes payable
Other liabilities
Net cash (used in) provided by operating activities
Cash flows from investing activities:
Purchases of property, equipment and other
Proceeds from Omaha divestiture
Purchases of investments
Additions to internally developed software
Proceeds on sale of property and equipment
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Purchases of treasury stock
Purchases of treasury stock under employee stock plans
Restricted stock returned for payment of taxes
Cash dividends paid
Net cash used in financing activities
Effect of currency rate changes on cash
Net 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
Accrued dividends
Tenant allowance included in Property and equipment
921
1,721
1,056
6,701
754
48
—
1,500
3,403
4,169
(19,562)
3,683
(170)
(526)
(2,270)
(690)
(1,561)
(9,770)
(93)
—
—
—
89
(4)
(12,952)
(697)
(1,120)
(11,043)
(25,812)
(1,164)
(36,750)
49,766
898
1,726
(3,650)
10,305
2,906
—
—
1,151
—
—
15,811
5,404
(608)
(382)
(5,018)
(849)
(1,433)
32,172
(593)
—
(3,671)
(584)
—
(4,848)
(2,414)
(980)
(2,387)
(26,089)
(31,870)
1,863
(2,683)
52,449
13,016
$
49,766
$
867
1,672
737
15,283
(1,749)
—
(524)
1,062
—
—
(15,194)
2,678
3,755
(644)
(3,636)
1,643
(1,217)
31,484
(991)
10,013
(5,425)
—
—
3,597
(4,000)
(726)
(4,768)
(24,621)
(34,115)
(2,766)
(1,800)
54,249
52,449
1,271
1,336
—
$
$
$
1,431
8,666
—
$
$
$
9,766
9,286
237
$
$
$
$
See Notes to Consolidated Financial Statements.
7
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 wholly-owned subsidiaries, Westwood Management Corp. and Westwood Advisors, L.L.C. (referred to hereinafter
together as “Westwood Management”), Westwood Trust and Westwood International Advisors Inc. (“Westwood International
Advisors”). On July 27, 2020, Westwood’s Board of Directors approved the liquidation of Westwood International Advisors,
which occurred effective September 30, 2020.
Westwood Management provides investment advisory services to institutional clients, a family of mutual funds called
the Westwood Funds®, other mutual funds, individual investors and clients of Westwood Trust. Prior to its liquidation, our
wholly owned subsidiary, Westwood International Advisors, provided investment advisory services to institutional clients, the
Westwood Funds®, other mutual funds, the UCITS Fund (which was liquidated in June 2020), individual investors and clients
of Westwood Trust. Westwood Trust provides trust and custodial services and participation in self-sponsored common trust
funds (“CTFs”) 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 registered with the Securities and Exchange Commission ("SEC") as an investment advisor
("RIA") under the Investment Advisers Act of 1940. Westwood Trust is chartered and regulated by the Texas Department of
Banking.
As a result of the liquidation and closures of Westwood International Advisors and our Toronto office, in 2020 we
recognized $0.5 million of severance expense, $0.3 million of lease impairment expense and $0.1 million of vendor contract
related costs, offset by $1.3 million restricted stock forfeitures. The severance expense and restricted stock forfeitures were
recognized within "Employee compensation and benefits," the lease impairment expense was recognized within "General and
administrative," and the vendor contract costs were recognized within "Information technology" on the Consolidated
Statements of Comprehensive Income (Loss).
Additionally, we repatriated previously undistributed income to the United States from Canada and incurred $1.1 million
of withholding taxes (net of U.S. federal tax deduction). The withholding taxes were recognized in "Income tax expense" on the
Consolidated Statements of Comprehensive Income (Loss).
Divestiture of our Omaha Operations
On September 6, 2017, we entered into an agreement to sell the Omaha-based component of our Wealth Management
business. The sale closed on January 12, 2018. We received proceeds of $10.0 million, net of working capital requirements, and
recorded a $0.5 million gain on the sale, which is included as “Gain on sale of operations” on our Consolidated Statements of
Comprehensive Income (Loss). The sale reduced our goodwill and intangible assets, but did not have a material impact on our
Consolidated Balance Sheets. The following table presents cash proceeds received and net assets sold (in thousands):
Cash Proceeds
Net assets sold:
Accounts receivable
Other current assets
Goodwill
Intangible assets, net
Property and equipment, net
Accounts payable and accrued liabilities
Other liabilities
Gain on sale of operations
$
10,013
99
112
7,340
2,170
18
(241)
(9)
524
$
The component was reported within both our Advisory and Trust segments. The sale did not represent a major strategic
shift in our business and did not qualify for discontinued operations reporting.
8
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Presentation and Principles of Consolidation
The accompanying Consolidated Financial Statements include the accounts of Westwood and its subsidiaries. All
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 GAAP and 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’ abilities to direct the activities of the entity.
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, (ii) the at-risk equity holders, as a group, lack the characteristics of a
controlling financial interest or (iii) the entity is structured with disproportionate voting rights, and substantially all of the
activities are conducted on behalf of an investor with disproportionately few voting rights. That is, the at-risk equity holders do
not have the obligation to absorb significant losses, the right to receive residual returns and 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. The primary beneficiary of a VIE is defined
as the party that, 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 on a continuing
basis.
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.
We evaluated (i) our relationship as sponsor of the Common Trust Funds (“CTFs”) and managing member of the private
equity funds Westwood Hospitality Fund I, LLC and Westwood Technology Opportunities Fund I, LP (collectively the “Private
Funds”), (ii) our advisory relationships with the Westwood Funds®, and (iii) our investments in InvestCloud and Charis
discussed in Note 5 “Investments” (“Private Equity”) to determine whether each of these entities is a variable interest entity
(“VIE”) or voting ownership entity (“VOE”).
Based on our analyses, we determined that the CTFs and Private Funds were VIEs, as the at-risk equity holders do not
have the ability to direct the activities that most significantly impact the entities' economic performance, and the Company and
its representatives have a majority control of the entities' respective boards of directors and can influence the respective entities'
management and affairs.
Based on our analyses, we determined the Westwood Funds® and Private Equity (i) have sufficient equity at risk to
finance the entities' activities independently, (ii) have the obligation to absorb losses, the right to receive residual returns and
the right to direct the activities of the entities that most significantly impact the entities' economic performance and (iii) are not
structured with disproportionate voting rights.
Based on our analyses of our investments in these entities for the periods ending December 31, 2020 and 2019, we have
not consolidated the CTFs or Private Funds under the VIE method or the Westwood Funds® or Private Equity under the VOE
method.
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 and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
9
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Cash and cash equivalents consist of money market accounts 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.
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 are, and have experienced to be, fully collectible.
Accordingly, our Consolidated Financial Statements include neither an allowance for bad debt, nor bad debt expense.
Investments
With the exception of our investment in Charis, which is discussed below under "Fair Value of Financial Instruments",
our investments that are measured at fair market value 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.
For an investment without a readily determinable fair value, the Company has elected to apply the measurement
alternative of cost minus impairment, if any, plus or minus changes resulting from observable price changes. The Company will
reassess whether such an investment qualifies for the measurement alternative at each reporting period. In evaluating an
investment for impairment or observable price changes, we will use inputs including recent financing events, as well as other
available information regarding the investee's historical and forecasted performance.
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 5 “Investments” and 6 “Fair Value of Financial Instruments” are not necessarily indicative of either the
amounts realizable upon disposition of these instruments or of our intent or ability to dispose of these assets. The estimated fair
value of cash and cash equivalents, accounts receivable, prepaid income taxes, 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, equity funds, equities and exchange-traded bond funds,
equals fair value based on prices quoted in active markets and, with respect to funds, the reported net asset value (“NAV”) of
the shares held. Market values of our money market holdings generally do not fluctuate.
Our investment in Westwood Hospitality Fund I, LLC is measured at fair value using NAV.
Our investment in Charis is measured at fair value on a recurring basis using a market approach based on a price to
tangible book value multiple that is determined to be reasonable in the current environment, or market transactions.
Management believes this valuation methodology is consistent with the banking industry and will reevaluate our methodology
and inputs on a quarterly basis.
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 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 declines in revenues, 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, which is 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 and recent financial performance of our reporting
units. The quantitative analysis requires a comparison of each reporting unit’s carrying value to the fair value of the respective
unit. An impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair
10
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The fair
value of each reporting unit is estimated using a market multiple approach and an income approach.
During the third quarter of 2020 we completed our annual goodwill impairment assessment. Following a sustained
decline in the Company's market capitalization, we determined that the entire goodwill related to our Advisory segment was
impaired, and recorded impairment charges of $3.4 million to "Impairment expense" on the Consolidated Statements of
Comprehensive Income (Loss). As part of our evaluation, we determined the fair value of each of our reporting units using a
weighted average approach of the market and income approaches. As part of this current assessment, we determined that an
increase in the discount rate (from the prior assessment) applied in the valuation was required to align with market-based
assumptions. The higher discount rate, in conjunction with revised long-term projections, resulted in a lower fair value of the
Advisory segment.
There was no goodwill impairment in the Trust segment, nor were there any goodwill impairments recorded during 2018
or 2019.
Our intangible assets represent the acquisition date fair value of the acquired client relationships, trade names and the
cost of internally-developed software, each of which is reflected net of amortization. In valuing these assets, we made
significant estimates regarding their useful lives, growth rates and potential attrition. We periodically review our intangible
assets for events or circumstances that would indicate impairment. See Note 10 “Goodwill and Other Intangible Assets.”
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
Revenues are recognized when the performance obligation (the investment management and advisory or trust services
provided to the client) defined by the investment advisory or sub-advisory agreement is satisfied. For each performance
obligation, we determine at contract inception whether the revenue satisfies over time or at a point in time. Our revenues from a
contract asset related to wealth management software, and its implementation, are recognized over time, and all other revenues
are recognized at a point in time. We derive our revenues from investment advisory fees, trust fees and other sources of
revenues. Advisory and Trust fees are calculated based on a percentage of AUM and the performance obligation is realized over
the then-current calendar quarter. Once clients receive our investment advisory services we have an enforceable right to
payment.
Incremental costs to obtain a contract are eligible to be capitalized if the costs are expected to be recovered over the
service period. We incur certain incremental costs in obtaining new Trust business and continually evaluate whether costs
should be capitalized and amortized over the expected period of benefit of the asset. Certain costs used to fulfill a contract such
as the distribution services utilized to sell our Westwood Funds® are expensed as incurred. We recognize the incremental costs
of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have
recognized is one year or less.
Stock-Based Compensation
We have issued restricted stock to certain U.S. employees and Board of Directors in accordance with our Seventh
Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan (the “Plan”). We account for stock-based
compensation in accordance with ASC 718, Compensation-Stock Compensation and adopted Accounting Standards Update
(“ASU”) 2016-09, Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting effective
January 1, 2017.
Under ASC 718, stock-based compensation expense reflects the fair value of stock-based awards measured at grant date
and is recognized over the relevant service period. 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. 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.
11
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Share Award Plan of Westwood Holdings Group, Inc. for Service Provided in Canada to its Subsidiaries (the
“Canadian Plan”) provided compensation in the form of common stock for services performed by employees of Westwood
International Advisors, prior to its 2020 closure. We recorded compensation costs for these awards on a straight-line basis over
the vesting period once we determined it was probable that the award would be earned. Awards expected to be settled in shares
were funded into a trust pursuant to an established Canadian employee benefit plan. Generally, the Canadian trust subsequently
acquired Westwood common shares in market transactions and held such shares until the shares were vested and distributed, or
forfeited. Shares held in the trust were shown on our Consolidated Balance Sheet as treasury shares. Until shares were acquired
by the trust, we recorded compensation costs and measured the liability as a cash-based award, which was included in
“Compensation and benefits payable” on our Consolidated Balance Sheets. For the year ended December 31, 2020, there was
no compensation expense recorded for these awards. For the years ended December 31, 2019 and 2018, the compensation
expense recorded for these awards was $0.2 million and $0.1 million, respectively. When the number of shares related to an
award was determinable, the award became an equity award accounted for in a manner similar to restricted stock, which is
described in Note 7 “Employee Benefits.”
Currency Translation and Re-measurement
Assets and liabilities of Westwood International Advisors, our non-U.S. dollar functional currency subsidiary, are
translated at exchange rates as of applicable reporting dates. The gains and losses resulting from translating non-U.S. dollar
functional currency into U.S. dollars are recorded through other comprehensive income (loss).
Following the closure and liquidation of Westwood International Advisors, we reclassified foreign currency translation
adjustments of $4.2 million from accumulated other comprehensive income (loss) to net income (loss) in the year ended
December 31, 2020.
Revenue and expense transactions are recorded at the rates of exchange prevailing on the dates of the transactions. Gains
and losses resulting from transactions in foreign currencies are included in “(Gain) loss on foreign currency transactions” in our
Consolidated Statements of Comprehensive Income (Loss). For the year ended December 31, 2020, we recorded a gain of
$1.2 million, for the year ended December 31, 2019, we recorded a loss of $1.9 million, and for the year ended December 31,
2018, we recorded a gain of $2.8 million.
Income Taxes
We file a U. S. federal income tax return as a consolidated group for Westwood and its U.S.-based subsidiaries. We file a
Canadian income tax return for Westwood International Advisors. 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 such 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 (Loss). See Note 8 “Income
Taxes.”
Recent Accounting Pronouncements
Recently Adopted
In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for
Goodwill Impairment. The purpose of this amendment is to simplify the accounting for goodwill impairment for all entities by
requiring impairment charges to be based on the first step in the previous two-step impairment test. Under the new guidance, if
a reporting unit’s carrying amount exceeds its fair value, an entity will record an impairment charge based on that difference.
The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. The standard eliminates the
prior requirement to calculate a goodwill impairment charge using Step 2, which requires an entity to calculate any impairment
charge by comparing the implied fair value of goodwill with its carrying amount. The amendments in this ASU are effective for
12
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
fiscal years and interim periods beginning after December 15, 2019. We adopted this ASU as of January 1, 2020, and there was
no significant impact on our Consolidated Financial Statements. Information regarding the impairment of goodwill related to
our Advisory segment is included in Note 10 "Goodwill and Other Intangible Assets."
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-
Changes to the Disclosure Requirements for Fair Value Measurement. The purpose of this amendment is to modify, remove
and add certain disclosure requirements for fair value measurements. Under ASU 2018-13, entities are required to disclose the
amount of total gains or losses recognized in other comprehensive income (loss) attributable to assets and liabilities categorized
within Level 3 of the fair value hierarchy. The ASU includes an incremental requirement about significant unobservable inputs
for Level 3 fair value measurements. The requirement to disclose reasons for transfers between Level 1 and Level 2 was
removed. Various requirements for Level 3 disclosure were also modified. The amendments in this ASU are effective for all
entities for fiscal years and interim periods beginning after December 15, 2019. We adopted this ASU as of January 1, 2020,
and further information is included in Note 6 "Fair Value Measurements." There was no significant impact on our Consolidated
Financial Statements.
In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Topic 350):
Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The
purpose of this amendment is to align the requirements for capitalizing implementation costs incurred in a hosting arrangement
that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use
software (and hosting arrangements that include an internal-use software license). The amendments in this update are effective
for public companies for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. We
adopted this ASU as of January 1, 2020 under the prospective transition method. Incremental costs related to hosting
arrangements will be recorded on the Consolidated Balance Sheets in either other current or other long-term assets, instead of
intangible assets, net. Related amortization will be recorded in information technology expense on the Consolidated Statements
of Comprehensive Income (Loss). Amortization of previously capitalized costs was recorded in general and administrative
expense.
In May 2019, the FASB issued ASU 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition
Relief. The purpose of this amendment is to amend ASU 2016-13, Financial Instruments—Credit Losses (Topic 326):
Measurement of Credit Losses on Financial Instruments, to allow companies to irrevocably elect, upon adoption of ASU
2016-13, the fair value option on financial instruments that were previously recorded at amortized cost and are within the scope
of ASC 326-20, Financial Instruments-Credit Losses: Amortization Cost, if the instruments are eligible for the fair value option
under Accounting Standards Codification 825 - Financial Instruments. The fair value option election does not apply to held-to-
maturity debt securities. The amendments in this update are effective for public companies for fiscal years beginning after
December 15, 2019, including interim periods within that fiscal year. We adopted this ASU as of January 1, 2020, and it did not
have a significant impact on our Consolidated Financial Statements.
Not Yet Adopted
In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, which is intended
to simplify various aspects of the income tax accounting guidance, including interim-period accounting for enacted changes in
tax law. ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2020, including
interim periods within those fiscal years, and early adoption is permitted. We do not expect the amendment to have a material
impact on our Consolidated Financial Statements, and we plan to adopt the standard within the required time frame.
3. REVENUE
Advisory Fee Revenues
Our advisory fees are generated by Westwood Management and Westwood International Advisors (prior to its closure,
effective September 30, 2020), for managing client accounts under investment advisory and sub-advisory agreements. Advisory
fees are typically calculated based on a percentage of AUM and are paid in accordance with the terms of the agreements.
Advisory fees are paid quarterly in advance based on AUM on the last day of the preceding quarter, quarterly in arrears based
on AUM on the last day of the quarter just ended or are based on a daily or monthly analysis of AUM for the stated period. We
recognize advisory fee revenues as services are rendered. 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. Advisory clients typically consist of institutional and mutual fund
accounts.
Institutional investors include separate accounts of (i) corporate pension and profit sharing plans, public employee
retirement funds, Taft-Hartley plans, endowments, foundations and individuals; (ii) subadvisory relationships where Westwood
13
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
provides investment management services for funds offered by other financial institutions; (iii) pooled investment vehicles,
including the UCITS Fund and collective investment trusts; and (iv) managed account relationships with brokerage firms and
other registered investment advisors that offer Westwood products to their customers. The UCITS Fund was liquidated in June
2020.
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
investors and wealth management accounts.
Arrangements with Performance-Based Obligations
A limited number of our advisory 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, and a limited number of our
mutual fund offerings have fees that generate additional revenues if we outperform specified indices over specific periods of
time.
The revenue is based on future market performance and is subject to factors outside our control. We cannot conclude that
a significant reversal in the cumulative amount of revenue recognized will not occur during the measurement period, and
therefore the revenue is recorded at the end of the measurement period when the performance obligation has been satisfied.
Trust 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 AUM. Westwood Trust also provides trust services to a
small number of clients on a fixed fee basis. The fees for most of our trust clients are calculated quarterly in arrears, based on a
daily average of AUM for the quarter, or monthly, based on the month-end value of AUM. Since billing periods for most of
Westwood Trust’s clients coincide with the calendar quarter, revenue is fully recognized within the quarter and our
Consolidated Financial Statements contain no deferred advisory fee revenues.
Other Revenues
Following the execution of a $2.6 million contract with a service provider, we recognized contract revenue of
$0.4 million for the year ended December 31, 2020, which was recognized for financial reporting purposes over time. We
estimate contract revenue based upon the expected value method, which requires significant judgment regarding probabilities of
consideration amounts, variable considerations and constraints. We did not recognize any contract revenue for the years ended
December 31, 2018 or 2019.
Revenue Disaggregated
Sales taxes are excluded from revenues. The following table presents our revenue disaggregated by account type (in
thousands):
Advisory Fees:
Institutional
Mutual Funds
Wealth Management
Performance-based
Trust Fees
Trust Performance-based
Other
Total revenues
Year Ended December 31,
2020
2019
2018
$
26,701 $
37,289 $
59,345
10,857
470
2,808
23,563
366
346
19,288
456
764
25,483
—
799
29,792
230
2,984
28,953
—
996
$
65,111 $
84,079 $
122,300
We have clients in various locations around the world. The following table presents our revenue disaggregated by our
clients' geographical locations (in thousands):
14
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Year Ended December 31, 2020
Advisory
Trust
Performance
-based
Other
Total
Asia
Canada
Europe
U.S.
Total
$
696 $
— $
— $
— $
1,505
2,707
33,120
—
—
23,563
—
1,570
1,604
—
—
346
696
1,505
4,277
58,633
$
38,028 $
23,563 $
3,174 $
346 $
65,111
Year Ended December 31, 2019
Advisory
Trust
Performance
-based
Other
Total
Asia
Australia
Canada
Europe
U.S.
Total
$
1,639 $
— $
— $
— $
591
2,740
3,703
—
—
—
48,360
25,483
—
—
764
—
—
282
—
517
1,639
591
3,022
4,467
74,360
$
57,033 $
25,483 $
764 $
799 $
84,079
Year Ended December 31, 2018
Advisory
Trust
Performance
-based
Other
Total
Asia
Australia
Canada
Europe
U.S.
Total
$
4,305 $
— $
— $
— $
3,783
6,605
4,860
—
—
—
—
—
—
69,814
28,953
2,984
—
163
—
833
4,305
3,783
6,768
4,860
102,584
$
89,367 $
28,953 $
2,984 $
996 $
122,300
4. 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 uses to review the financial information for operational decision-making purposes. The Company's chief operating
decision maker, our Chief Executive Officer, 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 (i) corporate pension and profit sharing plans, public
employee retirement funds, Taft-Hartley plans, endowments, foundations and individuals, (ii) sub-advisory relationships where
Westwood provides investment management services to the Westwood Funds®, funds offered by other financial institutions
and funds offered by our Trust segment and (iii) pooled investment vehicles, including the UCITS Fund (liquidated in June
2020) and collective investment trusts. Westwood Management and Westwood International Advisors (prior to its closure,
effective September 30, 2020), which provide investment advisory services to similar clients, are included in our Advisory
segment.
Trust
Westwood Trust provides trust and custodial services and participation in common trust funds that it sponsors to
institutions and high net worth individuals. Westwood Trust is included in our Trust segment.
15
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands)
Year Ended December 31, 2020
Revenues:
Advisory
Trust
Westwood
Holdings
Eliminations
Consolidated
Net fee revenues from external sources
$
40,836 $
23,929 $
— $
— $
64,765
Net intersegment revenues
Net interest and dividend revenue
Other revenue
Total revenues
Expenses:
Depreciation and amortization
Impairment expense
Other operating expenses
Total expenses
2,338
35
311
263
—
—
43,520
24,192
322
3,403
34,675
38,400
1,656
—
17,398
19,054
Unrealized losses on private investments
(311)
(222)
552
—
—
5,361
3,456
52
—
—
4,968
1,977
Investment income
Other income
Foreign currency translation adjustments to net income
(loss) upon liquidation of a foreign subsidiary
Income (loss) before income taxes
Income tax expense (benefit)
Net income (loss)
Segment assets
Segment goodwill
Expenditures for long-lived assets
Year Ended December 31, 2019
Revenues:
—
—
—
—
(2,601)
—
—
—
35
311
(2,601)
65,111
664
—
13,041
13,705
(178)
—
135
(4,169)
(17,917)
(4,074)
—
—
(2,601)
(2,601)
—
—
—
—
—
—
2,642
3,403
62,513
68,558
(711)
604
135
(4,169)
(7,588)
1,359
$
$
$
$
1,905 $
2,991 $
(13,843) $
— $
(8,947)
204,827 $
54,749 $
17,247 $
(127,671) $
149,152
— $
20 $
16,401 $
24 $
— $
49 $
— $
— $
16,401
93
Net fee revenues from external sources
$
57,797 $
25,483 $
— $
— $
83,280
Net intersegment revenues
Net interest and dividend revenue
Other revenue
Total revenues
Expenses:
Depreciation and amortization
Other operating expenses
Total expenses
Unrealized gains on private investments
Investment income
Other income
Income (loss) before income taxes
Income tax expense (benefit)
Net income
Segment assets
Segment goodwill
Expenditures for long-lived assets
3,457
103
696
236
—
—
62,053
25,719
—
—
—
—
(3,693)
—
—
—
103
696
(3,693)
84,079
311
46,235
46,546
1,438
1,017
—
17,962
4,308
1,765
19,672
21,437
1,026
298
—
5,606
1,459
548
14,597
15,145
832
3
144
(14,166)
(2,276)
—
(3,693)
(3,693)
—
—
—
—
—
13,654 $
4,147 $
(11,890) $
— $
2,624
76,811
79,435
3,296
1,318
144
9,402
3,491
5,911
242,854 $
51,274 $
24,732 $
(140,153) $
178,707
3,403 $
16,401 $
288 $
223 $
— $
82 $
— $
— $
19,804
593
$
$
$
$
16
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands)
Year Ended December 31, 2018
Revenues:
Advisory
Trust
Westwood
Holdings
Eliminations
Consolidated
Net fee revenues from external sources
$
92,351 $
28,953 $
— $
— $
121,304
Net intersegment revenues
Net interest and dividend revenue
Other revenue
Total revenues
Expenses:
Depreciation and amortization
Other operating expenses
Total expenses
Gain (loss) on sale of operations
Income (loss) before income taxes
Income tax expense (benefit)
Net income (loss)
Segment assets
Segment goodwill
Expenditures for long-lived assets
Geographical information
6,973
708
53
238
202
33
100,085
29,426
—
—
—
—
(7,211)
—
—
—
910
86
(7,211)
122,300
276
48,970
49,246
(1)
50,838
12,032
1,764
25,467
27,231
(16)
2,179
572
499
16,597
17,096
541
(16,555)
(2,893)
—
(7,211)
(7,211)
—
—
—
2,539
83,823
86,362
524
36,462
9,711
38,806 $
1,607 $
(13,662) $
— $
26,751
230,565 $
64,196 $
19,240 $
(114,818) $
199,183
3,403 $
16,401 $
314 $
295 $
— $
382 $
— $
— $
19,804
991
$
$
$
$
Refer to Note 3, “Revenue” for our revenue disaggregated by our clients' geographical location.
(in thousands)
Property and equipment, net, by geographic area:
U.S.
Canada
Total Property and equipment, net
5. INVESTMENTS:
As of December 31,
2020
2019
$
$
3,186 $
4,095
—
57
3,186 $
4,152
During 2018, we made a $5.4 million strategic investment in InvestCloud, which is included in “Investments” on our
Consolidated Balance Sheets. This investment represents an equity interest in a private company without a readily determinable
fair value. The Company has elected to apply the measurement alternative of cost minus impairment, if any, plus or minus
changes resulting from observable price changes. Following observable price changes for this investment in the year ended
December 31, 2019, we recorded a gain of $2.8 million in "Unrealized gains on private investments" on our Consolidated
Statements of Comprehensive Income (Loss). As of December 31, 2020, there were no additional observable price changes or
indicators of impairment for this investment.
In 2019 we made a $3.4 million strategic private equity investment in Charis, which is included in "Noncurrent
investments at fair value" on our Consolidated Balance Sheets. In the year ended December 31, 2020, we recorded an
unrealized loss of $0.5 million in "Unrealized gains (losses) on private investments" on our Consolidated Statements of
Comprehensive Income (Loss), primarily as a result of the global macroeconomic effects of the COVID-19 pandemic. In the
year ended December 31, 2019, we recorded a gain of $0.6 million in "Unrealized gains (losses) on private investments"
following fair value increases resulting from market transactions on our Consolidated Statements of Comprehensive Income
(Loss).
In 2019 we made a $0.3 million investment in Westwood Hospitality Fund I, LLC, a private investment fund. Our
investment is included in “Noncurrent investments at fair value” on our Consolidated Balance Sheets, and it is measured at fair
value on a recurring basis using net asset value (“NAV”) as a practical expedient.
17
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
All other investments are carried at fair value on a recurring basis and are accounted for as trading securities.
Investments carried at fair value are presented in the table below (in thousands):
December 31, 2020:
U.S. Government and Government agency obligations
$
65,132 $
2 $
(180) $
64,954
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair
Value
Cost
Money market funds
Equity funds
Equities
Exchange-traded bond funds
Total trading securities
Private investment fund
Private equity
4,003
90
288
115
—
—
94
3
—
(5)
—
—
4,003
85
382
118
$
69,628 $
99 $
(185) $
69,542
250
3,420
—
11
(154)
—
96
3,431
Total investments carried at fair value
$
73,298 $
110 $
(339) $
73,069
December 31, 2019:
U.S. Government and Government agency obligations
$
39,074 $
174 $
— $
39,248
Money market funds
Equity funds
Total trading securities
Private investment fund
Private equity
4,592
6,399
—
85
—
—
4,592
6,484
$
50,065 $
259 $
— $
50,324
250
3,420
13
555
—
—
263
3,975
Total investments carried at fair value
$
53,735 $
827 $
— $
54,562
The following amounts, except for income tax amounts, are included in our Consolidated Statements of Comprehensive
Income (Loss) under the headings “Other revenues, net," "Unrealized gains (losses) on private investments," or "Investment
Income" for 2020 and 2019. For 2018, the following amounts are included under the heading "Other revenues, net" (in
thousands):
Realized gains
Realized losses
Net realized gains (losses)
Income tax expense from gains (losses)
Interest income – trading
Dividend income
Unrealized gains/(losses)
2020
2019
2018
$
$
$
$
$
$
110 $
(116)
(6) $
(1) $
786 $
101 $
707 $
(122)
585 $
123 $
894 $
283 $
920
(121)
799
168
620
290
(1,056) $
3,650 $
(737)
There were no corporate funds invested in Westwood Funds® as of December 31, 2020. $6.4 million of corporate funds
were invested in Westwood Funds® as of December 31, 2019, which are included in “Investments, at fair value” on our
Consolidated Balance Sheets. See Note 15 “Variable Interest Entities.”
6. FAIR VALUE MEASUREMENTS:
ASC 820, Fair Value Measurements, 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
18
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
•
•
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
Our strategic investment in InvestCloud discussed in Note 5 "Investments" is excluded from the recurring fair value
table shown below, as we have elected to apply the measurement alternative for that investment.
The following table summarizes the values of our assets and liabilities as of the dates indicated within the fair value
hierarchy (in thousands):
As of December 31, 2020
Level 1
Level 2
Level 3
Measured at
NAV (1)
Total
Investments in trading securities
$
69,542 $
— $
— $
— $
69,542
Private investment fund
Private equity
—
—
—
—
—
3,431
96
—
96
3,431
Total assets measured at fair value
$
69,542 $
— $
3,431 $
96 $
73,069
As of December 31, 2019
Investments in trading securities
$
50,324 $
— $
— $
— $
50,324
Private investment fund
Private equity
—
—
—
—
—
3,975
263
—
263
3,975
Total assets measured at fair value
$
50,324 $
— $
3,975 $
263 $
54,562
(1) Comprised of certain investments measured at fair value using NAV as a practical expedient. The fair value amounts presented in this
table are intended to permit reconciliation of the fair value hierarchy to the amounts presented on our Consolidated Balance Sheets.
Our investment in Charis is included within Level 3 of the fair value hierarchy as we value that investment utilizing
inputs not observable in the market. Our investment is measured at fair value on a recurring basis using a market approach
based on a price to tangible book value multiple range that is determined to be reasonable in the current environment, or market
transactions. Management believes this valuation methodology is consistent with the banking industry and we will reevaluate
our methodology and inputs on a quarterly basis.
The following table summarizes the changes in Level 3 investments measured at fair value on a recurring basis for the
periods presented (in thousands):
Beginning balance
Purchases
Unrealized gains (losses)
Ending balance
Years ended December 31,
2020
2019
$
3,975 $
—
(544)
—
3,420
555
$
3,431 $
3,975
The December 31, 2020 private investment fair value of $3.4 million was valued using a market approach based on a
price to tangible book value multiple, with unobservable book value multiples ranging from $1.20 to $1.80 per share, with a
weighted average of $1.28 per share. Significant increases (decreases) in book value multiples in isolation would have resulted
in a significantly higher (lower) fair value measurement.
7. EMPLOYEE BENEFITS:
Restricted Stock Awards
We have issued restricted shares to certain 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. In April 2020, stockholders approved an additional 350,000 shares to be authorized
under the Plan, increasing the total number of shares issuable under the Plan (including predecessor plans to the Plan) to
19
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
5,398,100 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, 2020, approximately 684,000 shares remain available for issuance under the
Plan.
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
For the years ended December 31,
2020
2019
2018
$
6,348 $
7,240 $
1,280
7,628
(927)
2,388
9,628
677
9,941
4,760
14,701
582
$
$
6,701 $
10,305 $
15,283
953 $
1,932 $
3,592
Restricted Stock
Under the Plan, we have granted to certain 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 Sheets, with the remaining
noncurrent portion of accrued dividends included in “Accrued dividends” on the Consolidated Balance Sheets. At December
31, 2020, we had $0.8 million and $0.5 million in Dividends payable and Accrued dividends, respectively, and the Dividends
payable were related to unvested restricted stock. At December 31, 2019, we had $7.4 million and $1.3 million in Dividends
payable and Accrued dividends, respectively.
As of December 31, 2020, there was approximately $10.3 million of unrecognized compensation cost for restricted stock
grants under the Plan, which we expect to recognize over a weighted-average period of 2.2 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 43,045 shares in 2020 for
this purpose. Our two types of restricted stock grants under the Plan are discussed below.
20
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Restricted Stock Subject Only to a Service Condition
For the years ended December 31, 2020, 2019 and 2018, we granted restricted stock to certain 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 and an adjustment for restrictions on dividends. 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, 2020:
Non-vested, January 1, 2020
Granted
Vested
Forfeited
Non-vested, December 31, 2020
Number of
Shares
Weighted Average
Grant Date Fair
Value
396,598 $
262,373
(140,974)
(68,394)
449,603 $
48.31
27.39
53.06
38.21
36.15
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:
Weighted-average grant date fair value
Fair value of shares vested (in thousands)
Years ended December 31,
2020
2019
2018
$
$
27.39 $
38.64 $
55.92
7,480 $
9,273 $
11,189
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 multiple
year periods subject to achieving annual performance goals established by the Compensation Committee of Westwood’s Board
of Directors. Each year the Compensation Committee establishes specific goals for that year’s vesting of the restricted shares.
The date that the Compensation Committee establishes annual goals 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 specific performance goals from the
Company’s audited consolidated 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.
The following table details the status and changes in our restricted stock grants subject to service and performance
conditions for the year ended December 31, 2020:
Non-vested, January 1, 2020
Vested
Non-vested, December 31, 2020
Number of
Shares
Weighted Average
Grant Date Fair
Value
80,975 $
(35,275)
45,700 $
49.73
55.11
45.58
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:
Weighted-average grant date fair value
Fair value of shares vested (in thousands)
21
Years ended December 31,
2020
2019
2018
$
$
— $
37.90 $
1,944 $
4,515 $
51.85
5,485
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Canadian Plan
As discussed in Note 2, the Canadian Plan provided compensation in the form of common stock for services performed
by employees of Westwood International Advisors. On July 27, 2020, Westwood’s Board of Directors approved the closure of
Westwood International Advisors, effective September 30, 2020.
During the year ended December 31, 2020, the trust formed pursuant to the Canadian Plan purchased 27,474 Westwood
common shares in the open market for approximately $0.7 million. The subsequent closure of the Westwood International
Advisors office resulted in forfeitures of 56,625 shares, which reduced the Company's expenses by $1.3 million in the year
ended December 31, 2020. As of December 31, 2020, there is no unrecognized compensation cost related to restricted stock
grants under the Canadian Plan.
Mutual Fund Share Incentive Awards
We may grant mutual fund incentive awards, which are annual bonus awards based on our mutual funds achieving
specific performance goals, to specific employees. 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. We maintain the award in a corporate investment account until vesting. The
investment 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. Unvested mutual fund awards are included under "Investments, at fair
value" on our Consolidated Balance Sheets.
Awards vest after approximately two years of service following the year in which the participant earned the award. We
begin accruing a liability for mutual fund incentive awards when we believe it is probable that the award will be earned and
record expense for these awards over the service period of the award, which is three 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 elapsed. 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, 2020, and
2019, mutual fund share incentive award activity was insignificant. For the year ended December 31, 2018, we recorded
expense of $0.3 million related to mutual fund share incentive awards. As of both December 31, 2020 and 2019, we had an
accrued liability of $0.1 million related to mutual fund incentive awards.
Deferred Share Units
We had a deferred share unit (“DSU”) plan for employees of Westwood International Advisors. 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 vested 50%, 25% and 25% after two, three and four
years of service, respectively, and became fully vested after four years of service. 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, 2020, we had an accrued liability of $0.3 million for
18,261 deferred share units related to the 2012 to 2018 awards issued from 2013 to 2019, which is based on the $14.50 per
share closing price of our common stock on the last trading day of the year ended December 31, 2020. As of December
31, 2019, we had an accrued liability of $0.5 million for 17,401 deferred share units related to the 2012 to 2018 awards issued
from 2013 to 2019, which was based on the $29.62 per share closing price of our common stock on the last trading day of the
year ended December 31, 2019.
Benefit Plans
Westwood has a defined contribution and profit-sharing plan that was adopted in July 2002 and covers substantially all
of our employees. Discretionary employer profit-sharing contributions become fully vested after four years of service by the
participant. For U.S. employees, Westwood provides a 401(k) match of up to 6% of eligible compensation. For Westwood
International Advisors employees, Westwood provided a Registered Retirement Savings Plan match of up to 6% of eligible
compensation. Westwood International Advisors was closed effective September 30, 2020. Both retirement plan matching
contributions vest immediately.
The following table displays our profit-sharing and retirement plan contributions for the periods presented (in
thousands):
22
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Years ended December 31,
2019
2018
2020
Profit-sharing contributions, net
Retirement plan matching contributions
$
(233) $
31 $
1,410
1,597
926
1,604
8. INCOME TAXES:
Income Tax Provision
Income (loss) before income taxes by jurisdiction was as follows (in thousands):
U.S.
Canada
Total
Years ended December 31,
2020
2019
2018
$
$
(5,861) $
10,237 $
(1,727)
(835)
(7,588) $
9,402 $
21,250
15,212
36,462
Income tax expense differs from the amount that would otherwise have been calculated by applying the U.S. Federal
corporate tax rate of 21% to income before income taxes. The difference between the Federal corporate tax rate and the
effective tax rate is comprised of the following (in thousands). In 2020, we recast certain 2019 and 2018 income tax expense
components.
Years ended December 31,
2020
2019
2018
Income tax provision computed at US federal statutory rate
$ (1,593)
21.0 % $ 1,974
21.0 % $ 7,657
21.0 %
Canadian rate differential
State and local income taxes, net of federal income taxes
Amended state returns
Global Intangible Low Taxed Income, net deductions
U.S. Tax Credits
Stock-based compensation
Rate changes
Tax on repatriation
Nondeductible currency losses
Impairment expense
Compensation subject to Section 162(m)
Other, net
Total income tax expense
Effective income tax rate
(61)
91
(555)
—
—
683
(66)
0.8
(1.2)
7.3
—
—
(9.0)
0.9
(26)
512
—
—
—
594
30
1,378
(18.1)
—
910
398
42
132
(12.0)
—
(5.2)
—
(0.6)
(1.8)
140
267
(0.3)
5.4
—
—
—
6.3
0.3
—
—
—
1.5
2.9
895
916
—
1,573
(1,528)
(450)
(10)
118
—
—
276
264
2.4
2.5
—
4.3
(4.2)
(1.2)
—
0.3
—
—
0.8
0.7
$ 1,359
(17.9) % $ 3,491
37.1 % $ 9,711
26.6 %
(17.9) %
37.1 %
26.6 %
We include penalties and interest on income-based taxes in the “General and administrative” line on our Consolidated
Statements of Comprehensive Income (Loss). Penalties and interest were insignificant for both of the years ended December
31, 2020 and 2019, and we recorded $0.1 million of penalties and interest in 2018.
Income tax expense as set forth in the Consolidated Statements of Comprehensive Income (Loss) consisted of the
following components (in thousands):
23
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Current taxes:
U.S. Federal
State and local
Foreign
Total current taxes
Deferred taxes:
U.S. Federal
State and local
Foreign
Total deferred taxes
Total income tax expense
Deferred Income Taxes
Years ended December 31,
2020
2019
2018
$
1,350 $
424 $
(534)
(211)
605
350
(189)
585
500
44
210
754
2,619
222
65
2,906
$
1,359 $
3,491 $
5,949
1,477
4,034
11,460
(1,853)
(169)
273
(1,749)
9,711
The tax effects of temporary differences that give rise to the deferred tax assets and deferred tax liabilities are presented
below (in thousands).
Deferred tax assets:
Stock-based compensation expense
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
Leases
Other
Total deferred tax liabilities
Net deferred tax assets
As of December 31,
2020
2019
$
1,685 $
1,734
1,617
38
—
2,222
2,172
1,938
38
(23)
5,074
6,347
(429)
(907)
(585)
(1,548)
(137)
(359)
(911)
(833)
(2,028)
—
(3,606)
(4,131)
$
1,468 $
2,216
The Company is subject to taxation in the U. S. and various state and foreign jurisdictions. As of December 31, 2020, the
Company’s 2017, 2018 and 2019 tax years are open for examination by the Internal Revenue Service, and various state and
foreign jurisdiction tax years remain open to examination. In 2020, we received a refund of approximately $0.6 million from the
state of Texas for the reporting years 2014 to 2019.
Following the closure of our foreign subsidiary, Westwood International Advisors, in the year ended December 31, 2020,
we repatriated previously undistributed income to the United States from Canada and incurred $1.1 million of Canadian
withholding taxes (net of U.S. federal tax deduction). The withholding taxes were recognized in "Income tax expense" on the
Consolidated Statements of Comprehensive Income (Loss).
At December 31, 2020 and 2019, the Company's gross liability related to uncertain tax positions was $0.2 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
24
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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. A reconciliation of the change in
recorded uncertain tax positions during the years ended December 31, 2020 and 2019 is as follows (in thousands):
Balance at December 31, 2018
Additions for tax positions related to the current year
Reductions for tax positions related to prior years
Balance at December 31, 2019
Additions for tax positions related to the current year
Reductions for tax positions related to prior years
Settlements
Balance at December 31, 2020
$
$
184
2
(2)
184
1
(1)
(5)
179
It is reasonably possible that the liability for uncertain tax positions could decrease by as much as $0.2 million within the
next twelve months as a result of settlements with certain taxing authorities that, if recognized, would decrease our provision for
income taxes by $0.2 million.
9. EARNINGS (LOSS) PER SHARE:
Basic earnings (loss) per common share (“EPS”) is computed by dividing net income (loss) 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 approximately 381,000, 76,000 and 7,300 anti-dilutive restricted shares as of December 31,
2020, 2019 and 2018, respectively.
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share and
share amounts):
Net income (loss)
Weighted average shares outstanding – basic
Dilutive potential shares from unvested restricted shares
Weighted average shares outstanding – diluted
Earnings (loss) per share:
Basic
Diluted
10. GOODWILL AND OTHER INTANGIBLE ASSETS:
Goodwill
Years ended December 31,
2020
2019
2018
$
(8,947) $
5,911 $
26,751
7,987,554
8,408,017
8,365,360
—
55,222
182,010
7,987,554
8,463,239
8,547,370
$
$
(1.12) $
(1.12) $
0.70 $
0.70 $
3.20
3.13
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 were as follows (in thousands):
Beginning balance
Impairment expense
Ending balance
As of December 31,
2020
2019
$
$
19,804 $
19,804
(3,403)
—
16,401 $
19,804
25
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Following a sustained decline in the Company's market capitalization, we determined that the entire goodwill related to
our Advisory segment was impaired, and we recorded impairment charges of $3.4 million in the year ended December 31, 2020
to "Impairment expense" on the Consolidated Statements of Comprehensive Income (Loss).
We determined the fair value of each of our reporting units using a weighted average approach of the market and income
approaches. As part of this current assessment, we determined that an increase in the discount rate (from the prior assessment)
applied in the valuation was required to align with market-based assumptions. The higher discount rate, in conjunction with
revised long-term projections resulted in a lower fair value of the Advisory segment.
Other Intangible Assets
Our intangible assets represent the acquisition date fair value of acquired client relationships, internally-developed
software and trade names, 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, 2020 and 2019 (in thousands, except years):
2020
Client relationships
Internally developed software
2019
Client relationships
Internally developed software
Trade names
Weighted
Average
Amortization
Period (years)
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
14.8
5.8
14.8
5.8
4.9
$
21,431 $
(8,850) $
12,581
1,439
(485)
954
$
22,870 $
(9,335) $
13,535
$
21,431 $
(7,416) $
1,439
708
(233)
(673)
14,015
1,206
35
$
23,578 $
(8,322) $
15,256
Amortization expense, which is included in “General and administrative” expense on our Consolidated Statements of
Comprehensive Income (Loss), was $1.7 million for each of the years ended December 31, 2020, 2019 and 2018.
Estimated amortization expense for intangible assets over the next five years is as follows (in thousands):
For the year ending December 31,
2021
2022
2023
2024
2025
11. LEASES:
Estimated
Amortization
Expense
$
$
$
$
$
1,623
1,623
1,604
1,529
1,372
We have operating leases for corporate offices and certain office equipment. The lease terms of our corporate offices
vary and have remaining lease terms ranging from one to six years. The corporate office lease payments are fixed and are based
upon contractual monthly rates. The majority of our corporate office leases do not include options to extend or terminate the
leases. We lease office equipment for a period of two years. We analyzed our weighted average discount rate during the
calculation of our lease liability and reviewed the corporate debt environment in 2019 to determine a collateralized discount rate
of 5%. We have not entered into any significant new operating leases since the determination to use a 5% discount rate. In June
2019, we entered into an agreement to sublease a portion of our corporate office. The sublease agreement has a term of seven
years, and the sublease income is included in "Other income" on our Consolidated Statements of Comprehensive Income
(Loss).
26
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table presents the components of lease costs related to our leases (amounts in thousands):
Operating lease costs
Sublease income
Years Ended December 31,
2020
2019
2018
$
2,033 $
1,796 $
1,706
135
144
—
The following table presents supplemental cash flow information related to our leases (amounts in thousands):
Operating cash flows from operating leases
Right-of-use assets obtained in exchange for lease obligations
Years Ended December 31,
2020
2019
2018
$
$
2,091 $
2,095 $
59 $
— $
1,909
1,010
Operating lease costs are included in "General and administrative" expense on our Consolidated Statements of
Comprehensive Income (Loss). We lease our offices under non-cancelable operating lease agreements with expiration dates that
run through 2026.
The following table presents information regarding our operating leases (in thousands, except years and rates):
Operating lease right-of-use assets
Operating lease liabilities
Non-current lease liabilities
Total lease liabilities
Weighted-average remaining lease term (in years)
Weighted-average discount rate
The maturities of lease liabilities are as follows (in thousands):
December 31,
2020
2019
$ 6,103
$ 7,562
$ 1,718
$ 1,584
6,121
7,762
$ 7,839
$ 9,346
4.9
5.0 %
5.7
5.0 %
Year ending December 31,
Operating Leases
2021
2022
2023
2024
2025
Thereafter
Total undiscounted lease payments
Less: discount
Total lease liabilities
12. BALANCE SHEET COMPONENTS:
27
$
$
$
2,127
1,730
1,733
1,563
1,528
331
9,012
(1,173)
7,839
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Property and Equipment
The following table reflects information about our property and equipment as of December 31, 2020 and 2019 (in
thousands):
Leasehold improvements
Furniture and fixtures
Computer hardware and office equipment
Construction in progress
Accumulated depreciation
Property and equipment, net
As of December 31,
2020
2019
$
5,385 $
2,728
3,129
—
(8,056)
$
3,186 $
5,517
2,906
3,118
6
(7,395)
4,152
We record a contract asset when we have a right to payment from a customer that is conditioned on events other than the
passage of time. Contract assets are included in Other current assets in the accompanying Consolidated Balance Sheets, and the
following table reflects our contract asset balances as of December 31, 2020 and 2019 (in thousands):
Contract assets
Refer to Note 3, “Revenue” for our revenues from contract assets.
As of December 31,
2020
2019
$
429 $
—
13. COMMITMENTS AND CONTINGENCIES:
The following table summarizes our contractual obligations as of December 31, 2020 (in thousands):
Purchase obligations
$
12,629 $
4,858 $
5,825 $
1,946 $
—
Total
Less than 1 year
1-3 years
4-5 years
Thereafter
Payments due in:
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 the executive recruiting firm of Warren
International, LLC (“Warren”). The action related to the hiring of certain members of Westwood’s Emerging Markets
investment team previously employed by AGF. On November 5, 2012, Westwood responded to AGF’s lawsuit with a
counterclaim against AGF, and on November 6, 2012, AGF filed a second lawsuit against Westwood, Westwood Management
and an employee of a Westwood subsidiary.
On October 13, 2017, we reached a settlement with AGF that provided for the dismissal of all claims, with prejudice and
without any admission of liability. We agreed to pay AGF a one-time payment of $10 million CDN, half of which was covered
by our insurance. We recorded a net $4.0 million ($5 million CDN) charge related to the settlement and associated insurance
coverage, with a $4.0 million ($5 million CDN) receivable from our insurance provider included in “Other current assets” on
our Consolidated Balance Sheets at December 31, 2017. We received the insurance proceeds of $4.0 million during 2018 and
had no receivable related to the settlement on our Consolidated Balance Sheets as of December 31, 2020 and 2019.
Our policy is to not accrue legal fees and directly related costs as part of potential loss contingencies. Our Directors &
Officers insurance provider covered 50% of the defense costs related to both AGF claims, excluding Westwood’s counterclaim
against AGF. We expense legal fees and directly-related costs as incurred. We received insurance proceeds of $0.2 million
during 2018.
14. REGULATORY CAPITAL REQUIREMENTS:
28
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Westwood Trust must maintain cash and investments in an amount equal to the required minimum restricted capital of
$4.0 million as required by the Texas Finance Code. Restricted capital is included in Investments in the accompanying
Consolidated Balance Sheets. At December 31, 2020, Westwood Trust had approximately $13.9 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 may make quarterly and special dividend payments, or other distributions,
to us out of its undivided profits. No dividend payments were made to us in 2020, 2019 or 2018.
15. VARIABLE INTEREST ENTITIES:
As discussed in Note 2 “Summary of Significant Accounting Policies,” the CTFs and Private Funds (together the
“Westwood VIEs”) are considered VIEs, and the Westwood Funds® and Private Equity are considered VOEs (together the
“Westwood VOEs”). We receive fees for managing assets in these entities commensurate with market rates. As of December
31, 2020 and 2019, we evaluated all of the Westwood VIEs and Westwood VOEs to determine whether or not we should
consolidate the entities into our Consolidated Financial Statements. For the Westwood VIEs, we evaluated whether or not we
qualify as the primary beneficiary based on whether we have the obligation to absorb significant losses, the right to receive
residual returns and the right to direct the activities of the entity that most significantly impact the entity’s economic
performance. For the Westwood VOEs, we evaluated whether or not we own a controlling financial interest in the entities.
Based on our analyses, we have not consolidated the Westwood VIEs or Westwood VOEs into our Consolidated Financial
Statements for the years ended December 31, 2020 or 2019.
We had no seed investments in the Westwood Funds® as of December 31, 2020, and we had $6.4 million at December
31, 2019. The seed investments were provided for the sole purpose of showing economic substance needed to establish the
funds or sub-funds. The Company's seed investments in these funds are included in “Investments, at fair value” on our
Consolidated Balance Sheets.
We have not otherwise 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 entities. Our seed
investments in the Westwood Funds® are accounted for as investments in accordance with our other investments described in
Note 5 “Investments.”
We recognized fee revenue from the Westwood VIEs and Westwood VOEs of approximately $19.3 million, $31.0
million and $46.1 million for the twelve months ended December 31, 2020, 2019 and 2018, respectively.
The following table displays the AUM, the amount of our seed investments that are included in “Investments” and
“Investments, at fair value” on the Consolidated Balance Sheets, and the financial risk of loss in each vehicle (in millions):
As of December 31, 2020
Assets
Under
Management
Corporate
Investment
Amount at
Risk
$
2,143 $
996 $
9 $
— $
— $
— $
0.1 $
—
—
0.1
11.6 $
11.6
3,330
6,567
$
13,045
VIEs/VOEs:
Westwood Funds®
Common Trust Funds
Private Funds
Private Equity
All other assets:
Wealth Management
Institutional
Total AUM
16. RELATED PARTY TRANSACTIONS:
29
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Some of our directors, executive officers and their affiliates invest personal funds directly in trust accounts that we
manage. At both December 31, 2020 and at December 31, 2019, there was approximately $0.1 million in fees due from these
accounts. For each of the years ended December 31, 2020, 2019 and 2018, we recorded trust fees from these accounts of $0.4
million.
The Company engages in transactions with its affiliates as part of its operations. Westwood International Advisors (prior
to its closure, effective September 30, 2020) and Westwood Management provide investment advisory services to the UCITS
Fund (prior to its liquidation in June 2020) and the Westwood Funds®. Certain members of our management served on the
board of directors of the UCITS Fund before its liquidation. Under the terms of the investment advisory agreements, the
Company earns quarterly fees paid by clients of the fund or by the funds directly. The fees are based on negotiated fee
schedules applied to AUM. For the years ended December 31, 2020, 2019 and 2018, we recorded fees from the affiliated Funds
of $0.9 million, $2.8 million and $4.2 million, respectively, which are included in “Asset-based advisory fees” on our
Consolidated Statement of Comprehensive Income (Loss). As of December 31, 2020, all of these fees had been collected. As of
December 31, 2019, $0.2 million of these fees were unpaid and included in “Accounts receivable” on our Consolidated Balance
Sheets.
17. CONCENTRATION:
For the year ended December 31, 2020, our ten largest clients accounted for approximately 24% of our fee revenue. For
each of the years ended December 31, 2019 and 2018, our ten largest clients accounted for approximately 20% of our fee
revenue. No single customer accounted for 10% or more of our fee revenues in any of these years. The following table presents
advisory fee revenue received from our single largest client in each year (in thousands):
Advisory fees from our largest client:
Asset-based fees
Performance-based fees
Percent of fee revenue
18. SUBSEQUENT EVENTS:
Dividends Declared
Years ended December 31,
2020
2019
2018
$ 1,940
$ 1,863
$ 1,868
1,607
5.5 %
764
3.2 %
2,984
4.0 %
On February 10, 2021, the Board of Directors declared a quarterly cash dividend of $0.10 per share of common stock
payable on April 1, 2021 to stockholders of record on March 2, 2021.
Restricted Stock Grants
On March 2, 2021 we issued approximately $2.5 million of restricted stock to employees, or approximately 148,066
shares based on the closing price of our stock on February 23, 2021. The shares are subject to vesting conditions described in
Note 7 “Employee Benefits” of our Consolidated Financial Statements in this Report.
Investment remeasurement
In January 2021, our investment in InvestCloud was remeasured, resulting in a pre-tax gain of approximately
$5.6 million.
Office sublease
In February 2021, we entered into a sublease agreement with a third party for approximately 10,000 square feet of our
Dallas, Texas office space. The agreement begins in the first quarter of 2021 and expires in the fourth quarter of 2025.
.
19. QUARTERLY FINANCIAL DATA (Unaudited):
The following is a summary of unaudited quarterly results of operations for the years ended December 31, 2020 and
2019 (in thousands, except per share amounts):
30
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2020
Revenues
Income (loss) before income taxes
Net income (loss)
Basic earnings (loss) per common share
Diluted earnings (loss) per common share
2019
Revenues
Income before income taxes
Net income
Basic earnings per common share
Diluted earnings per common share
Quarter
First
Second
Third
Fourth
$
16,669 $
15,875 $
15,454 $
17,113
(1)
1,102
0.13
0.13
(1,817)
(2,575)
(0.33)
(0.33)
(8,318)
(10,289)
(1.31)
(1.31)
2,548
2,815
0.36
0.36
$
23,862 $
21,709 $
19,892 $
18,616
1,496
392
0.05
0.05
2,656
1,861
0.22
0.22
1,559
1,117
0.13
0.13
3,691
2,541
0.30
0.30
31
Exhibit
Number
INDEX TO EXHIBITS
Description of Exhibits
2.1
2.2
3.1
3.1.1
3.1.2
3.1.3
3.2
3.2.1
3.2.2
4.1
10.1
10.2
10.3
10.3.1
10.3.2
10.3.3
10.3.4
10.3.5
Securities Purchase Agreement by and among Westwood Holdings Group, Inc., McCarthy Group Advisors,
LLC, MGA Holdings, LLC, and The Members of MGA Holdings, LLC (incorporated by reference from the
Form 10-K filed with the SEC on February 28, 2013)
Reorganization Agreement and Agreement and Plan of Merger dated as of January 15, 2015 by and among
Westwood Holdings Group, Inc., Westwood Trust, Woodway Financial Advisors, A Trust Company and the
Shareholders of Woodway Financial Advisors, A Trust Company (incorporated by reference from the Form
8-K filed with the SEC on January 16, 2015)
Amended and Restated Certificate of Incorporation of Westwood Holdings Group, Inc. (incorporated by
reference from Amendment No. 2 to Registration Statement on Form 10/A filed with the SEC on April 30,
2002)
First Amendment to Amended and Restated Certificate of Incorporation of Westwood Holdings Group, Inc.
(incorporated by reference from the Form 8-K filed with the SEC on May 7, 2008)
Second Amendment to Amended and Restated Certificate of Incorporation of Westwood Holdings Group,
Inc. (incorporated by reference from the Schedule 14A filed with the SEC on March 20, 2017)
Third Amendment to Amended and Restated Certificate of Incorporation of Westwood Holdings Group, Inc.
(incorporated by reference from the Schedule 14A filed with the SEC on March 19, 2019).
Amended and Restated Bylaws of Westwood Holdings Group, Inc. (incorporated by reference from the Form
8-K filed with the SEC on April 25, 2012)
Amendment to Amended and Restated Bylaws of Westwood Holdings Group, Inc. (incorporated by reference
from the Schedule 14A filed with the SEC on March 20, 2017)
Second Amendment to Amended and Restated Bylaws of Westwood Holdings Group, Inc. (incorporated by
reference from the Schedule 14A filed with the SEC on March 19, 2019)
Form of Common Stock Certificate of Westwood Holdings Group, Inc. (incorporated by reference from
Amendment No. 2 to Registration Statement on Form 10/A filed with the SEC on April 30, 2002)
Seventh Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan (incorporated by
reference from the Schedule 14A filed with the SEC on March 6, 2020)
Tax Separation Agreement between SWS Group, Inc. and Westwood Holdings Group, Inc. (incorporated by
reference from Amendment No. 5 to Registration Statement on Form 10/A filed with the SEC on June 6,
2002)
Office Lease between Westwood Management Corp. and Crescent Real Estate Funding I, L.P., dated as of
April 4, 1990, and amendment thereto (incorporated by reference from the Registration Statement on Form
10 filed with the SEC on February 8, 2002)
Ninth Modification of Office Lease between Westwood Management Corp. and Crescent Real Estate
Funding I, dated as of November 25, 2003 (incorporated by reference from the Form 10-K filed with the SEC
on February 27, 2004)
Tenth Modification of Office Lease between Westwood Management Corp. and Crescent Real Estate
Funding I, dated as of February 23, 2004 (incorporated by reference from the Form 10-K filed with the SEC
on February 27, 2004)
Eleventh Modification of Office Lease between Westwood Management Corp. and Crescent Real Estate
Funding I, dated as of December 9, 2010 (incorporated by reference from the Form 10-K filed with the SEC
on February 25, 2011)
Twelfth Modification of Office Lease between Westwood Management Corp. and Crescent TC Investors LP,
dated as of August 17, 2012 (incorporated by reference from the Form 10-K filed with the SEC on February
28, 2013)
Thirteenth Modification of Office Lease between Westwood Management Corp. and Crescent TC Investors
LP, dated as of October 9, 2014 (incorporated by reference from the Form 10-K filed with the SEC on
February 25, 2016)
32
Exhibit
Number
Description of Exhibits
10.3.6
10.3.7
10.3.8
10.4
10.5
10.6+
10.7+
10.8+
10.9+
10.10+
10.11+
10.12+
10.13+
10.14+
10.15+
10.16+
10.17+
10.18+
10.19+
10.20+
Fourteenth Modification of Office Lease between Westwood Management Corp. and Crescent TC Investors
LP, dated as of February 5, 2015 (incorporated by reference from the Form 10-K filed with the SEC on
February 25, 2016)
Fifteenth Modification of Office Lease between Westwood Management Corp. and Crescent TC Investors
LP, dated as of July 30, 2015 (incorporated by reference from the Form 10-K filed with the SEC on February
25, 2016)
Sixteenth Modification of Office Lease between Westwood Management Corp. and Crescent TC Investors
LP, dated as of July 5, 2018 (incorporated by reference from the Form 10-Q filed with the SEC on October
24, 2018)
Software License and Support Agreement between Advent Software, Inc. and Westwood Management Corp.,
dated as of December 30, 1996 (incorporated by reference from the Registration Statement on Form 10 filed
with the SEC on February 8, 2002)
Investment Sub-advisory Agreement between Teton Advisers, LLC and Westwood Management Corp., dated
as of October 6, 1994 (incorporated by reference from the Form 10-K filed with the SEC on February 28,
2013)
Form of Indemnification Agreement for Westwood Holdings Group, Inc. (incorporated by reference from the
Form 10-K filed with the SEC on February 27, 2004)
Form of Indemnification Agreement for Westwood Management Corp. (incorporated by reference from the
Form 10-K filed with the SEC on February 27, 2004)
Form of Indemnification Agreement for Westwood Trust (incorporated by reference from the Form 10-K
filed with the SEC on February 27, 2004)
Executive Employment Agreement between Westwood Holdings Group, Inc. and Brian O. Casey
(incorporated by reference from the Form 8-K filed with the SEC on December 18, 2015)
Form of Performance Share Agreement between Westwood Holdings Group, Inc. and Brian O. Casey
(incorporated by reference from the Form 8-K filed with the SEC on March 14, 2016)
One-Time Performance Share Agreement, dated as of March 10, 2016, between Westwood Holdings Group,
Inc. and Brian O. Casey (incorporated by reference from the Form 8-K filed with the SEC on March 14,
2016)
Waiver of Certain Performance Shares Under the Performance Share Agreement, dated as of February 22,
2017 (incorporated by reference from the Form 8-K filed with the SEC on February 28, 2017)
Executive Employment Agreement between Westwood Holdings Group, Inc. and Mark Freeman
(incorporated by reference from the Form 8-K filed with the SEC on November 14, 2016)
Form of Mutual Fund Share Incentive Agreement, by and between Mark Freeman and Westwood Holdings
Group, Inc. (incorporated by reference from the Form 8-K filed with the SEC on March 29, 2017)
Form of Performance Share Agreement (incorporated by reference from the Form 8-K filed with the SEC on
March 10, 2017)
One-Time Performance Share Agreement, dated as of March 9, 2017, between Westwood Holdings Group,
Inc. and Mark R. Freeman (incorporated by reference from the Form 8-K filed with the SEC on March 10,
2017)
Share Award Plan of Westwood Holdings Group, Inc. for Service Provided in Canada to its Subsidiaries
(incorporated by reference from the Registration Statement on Form S-8 filed with the SEC on April 18,
2013)
Consulting Agreement, dated as of March 17, 2015, between Westwood Holdings Group, Inc. and Susan
Byrne (incorporated by reference from the Form 10-Q filed with the SEC on July 29, 2015)
Severance Agreement, dated as of February 9, 2018, between Westwood Holdings Group, Inc. and Fabian
Gomez (incorporated by reference from the Form 8-K filed with the SEC on February 3, 2018)
Exit Letter, dated June 27, 2018, between Westwood Holdings Group, Inc. and Mark R. Freeman
(incorporated by reference from the Form 10-Q filed with the SEC on July 25, 2018)
33
Exhibit
Number
10.21+
21.1
23.1*
24.1*
31.1*
31.2*
32.1#
32.2#
101*
Description of Exhibits
Employee Confidentiality and Non-compete Agreement, effective November 1, 2018, between Westwood
Holdings Group, Inc. and Murray "Terry" Forbes III (incorporated by reference from the Form 8-K/A filed
with the SEC on October 29, 2018)
Subsidiaries (incorporated by reference from the Form 10-K filed with the SEC on February 28, 2013)
Consent of Deloitte & Touche LLP
Power of Attorney (included on first signature page)
Certification of the Chief Executive Officer of Westwood required by Section 302 of the Sarbanes-Oxley Act
of 2002
Certification of the Chief Financial Officer of Westwood required by Section 302 of the Sarbanes-Oxley Act
of 2002
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
The following financial information from Westwood Holdings Group, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 20, formatted in Inline eXtensible Business Reporting Language (iXBRL):
(i) Consolidated Balance Sheets as of December 31, 2020 and 2019; (ii) Consolidated Statements of
Comprehensive Income (Loss) for the years ended December 31, 2020, 2019 and 2018; (iii) Consolidated
Statements of Stockholders' Equity for the years ended December 31, 2020, 2019 and 2018; (iv) Consolidated
Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018; and (v) Notes to the
Consolidated Financial Statements.
104*
Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101)
*
+
#
Filed herewith.
Indicates management contract or compensation plan, contract or arrangement.
Pursuant to Item 601(b)(32) of SEC Regulation S-K, these exhibits are furnished rather than filed with this Report.
34
Westwood Holdings Group 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)(2)(3)
Former Partner, PricewaterhouseCoopers
Geoffrey R. Norman(1)(2)(3))
Former Executive Vice President, GE Asset Management
(1) Audit Committee Member, Chaired by Ellen Masterson
(2) Compensation Committee Member, Chaired by Richard Frank
(3) Governance/Nominating Committee Member, Chaired by
Ray Wooldridge
Certifications Regarding Public Disclosures
& Listings Standards
Westwood Holdings Group, Inc. has filed with the Securities and
Exchange Commission exhibits 31.1 and 31.2 to its Form 10-K for the year
ended December 31, 2020, as 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
will be submitted without qualification to the New York Stock Exchange
following the April 2021 annual stockholder meeting.
Executive Management
Brian O. Casey
President & Chief Executive Officer
Murray Forbes III, 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
Stockholders are invited to attend the 2021 Annual Meeting of
Shareholders, which will be held virtually on April 28, 2021 at 10:00 a.m.
CST. The website address for the virtual annual meeting will be provided
in the Company’s annual meeting proxy materials.
For more information about Westwood Holdings Group, Inc., visit our
website at westwoodgroup.com or email info@westwoodgroup.com.
You may obtain information about Westwood Funds by visiting
westwoodfunds.com or by calling 877.FUND.WHG.
Forward-Looking Statement
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; regulations adversely affecting the financial services industry; competition in the investment management
industry; our assets under management including investments in foreign companies; our ability to develop and market new investment strategies successfully;
our reputation and our relationships with current and potential customers; our ability to attract and retain qualified personnel; our ability to maintain effective
cyber security; our ability to perform operational tasks; our ability to identify and execute on our strategic initiatives; our ability to maintain effective information
systems; our ability to select and oversee third-party vendors; litigation risks; our ability to properly address conflicts of interest; 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 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.
Past performance is not indicative of future results. Nothing in this Annual Report is intended to offer any investment advisory service or any investment or financial
product. This Annual Report should not be relied on to decide whether to use any investment advisory service from, or to purchase any investment or financial
product managed or advised by, Westwood Holdings Group, Inc. or any of its affiliates.
About Westwood Holdings Group, Inc.
Westwood Holdings Group, Inc. is a focused investment management boutique and wealth
management firm.
Westwood offers high-conviction equity and outcome-oriented solutions to institutional
investors, private wealth clients and financial intermediaries. The firm specializes in two distinct
investment capabilities: U.S. Value Equity and Multi-Asset, available through separate accounts,
the Westwood Funds® family of mutual funds and other pooled vehicles. Westwood benefits
from significant, broad-based employee ownership and trades on the New York Stock Exchange
under the symbol “WHG.” Based in Dallas, Westwood also maintains an office in Houston.
For more information, please visit westwoodgroup.com
For more information on Westwood Funds, please visit
westwoodfunds.com
For more information on Westwood Wealth Management, please visit
westwoodwealthmanagement.com
westwoodwealthcoach.com
westwoodprivatebank.com
200 Crescent Court
Suite 1200
Dallas, TX 75201
214.756.6900
DALLAS | HOUSTON