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EX-10.1 - EXHIBIT 10.1 - WESTWOOD HOLDINGS GROUP INCexhibit101.htm
EX-31.2 - EXHIBIT 31.2 - WESTWOOD HOLDINGS GROUP INCexhibit312certification.htm
EX-32.1 - EXHIBIT 32.1 - WESTWOOD HOLDINGS GROUP INCexhibit321certification.htm
EX-32.2 - EXHIBIT 32.2 - WESTWOOD HOLDINGS GROUP INCexhibit322certification.htm
EX-31.1 - EXHIBIT 31.1 - WESTWOOD HOLDINGS GROUP INCexhibit311certification.htm
________________________________________________________________________________________________________
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________________________________________________
FORM 10-Q
________________________________________________________________________________________________________
x
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2015
OR
¨
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from              to             .
Commission file number 1-31234
________________________________________________________________________________________________________
WESTWOOD HOLDINGS GROUP, INC.
(Exact name of registrant as specified in its charter)
________________________________________________________________________________________________________
DELAWARE
 
75-2969997
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)
 
 
 
200 CRESCENT COURT, SUITE 1200
DALLAS, TEXAS
 
75201
(Address of principal executive office)
 
(Zip Code)
(214) 756-6900
(Registrant’s telephone number, including area code)
________________________________________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter 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  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “ smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
¨
 
Accelerated filer
 
x
 
 
 
 
Non-accelerated filer
 
¨ (Do not check if a smaller reporting company)
 
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  ¨    No  x
Shares of common stock, par value $0.01 per share, outstanding as of July 17, 2015: 8,600,766.
________________________________________________________________________________________________________
 



WESTWOOD HOLDINGS GROUP, INC.
INDEX
 
PART I
 
FINANCIAL INFORMATION
PAGE
 
 
 
 
Item 1.
 
Financial Statements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
 
 
Item 3.
 
 
 
 
 
Item 4.
 
 
 
 
 
PART II
 
 
 
 
 
Item 1.
 
 
 
 
 
Item 1A.
 
 
 
 
 
Item 2.
 
 
 
 
 
Item 6.
 
 
 
 
 
 
 
 
 

 




WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par value and share amounts)
 
 
 
June 30, 2015
 
December 31, 2014
 
 
(unaudited)
 
ASSETS
 
 
 
 
Current Assets:
 
 
 
 
Cash and cash equivalents
 
$
22,767

 
$
18,131

Accounts receivable
 
21,890

 
14,540

Investments, at fair value
 
46,195

 
79,620

Deferred income taxes
 
4,634

 
4,060

Other current assets
 
2,164

 
2,413

Total current assets
 
97,650

 
118,764

Goodwill
 
22,910

 
11,255

Deferred income taxes
 
3,355

 
3,792

Intangible assets, net
 
28,977

 
3,430

Property and equipment, net of accumulated depreciation of $3,030 and $2,720
 
3,217

 
2,633

Total assets
 
$
156,109

 
$
139,874

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
Current Liabilities:
 
 
 
 
Accounts payable and accrued liabilities
 
$
3,300

 
$
2,334

Dividends payable
 
4,927

 
4,868

Compensation and benefits payable
 
11,091

 
18,504

Contingent consideration
 
9,257

 

Income taxes payable
 
860

 
1,498

Total current liabilities
 
29,435

 
27,204

Accrued dividends
 
1,144

 
1,450

Deferred rent
 
1,179

 
1,213

Total liabilities
 
31,758

 
29,867

Commitments and contingencies (Note 11)
 

 

Stockholders' Equity:
 
 
 
 
Common stock, $0.01 par value, authorized 25,000,000 shares, issued 9,415,560 and outstanding 8,601,754 shares at June 30, 2015; issued 9,010,255 and outstanding 8,308,460 shares at December 31, 2014
 
94

 
90

Additional paid-in capital
 
135,349

 
119,859

Treasury stock, at cost - 813,806 shares at June 30, 2015; 701,795 shares at December 31, 2014
 
(35,931
)
 
(29,028
)
Accumulated other comprehensive loss
 
(2,386
)
 
(1,231
)
Retained earnings
 
27,225

 
20,317

Total stockholders' equity
 
124,351

 
110,007

Total liabilities and stockholders' equity
 
$
156,109

 
$
139,874

 
 

See notes to condensed consolidated financial statements.

1


WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, except per share data and share amounts)
(unaudited)
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2015
 
2014
 
2015
 
2014
REVENUES:
 
 
 
 
 
 
 
 
Advisory fees
 
 
 
 
 
 
 
 
Asset based
 
$
27,458

 
$
22,095

 
$
51,387

 
$
42,484

Performance based
 
1,918

 
3,443

 
2,206

 
3,806

Trust fees
 
7,921

 
5,151

 
13,071

 
10,179

Other, net
 
14

 
216

 
255

 
385

Total revenues
 
37,311

 
30,905

 
66,919

 
56,854


EXPENSES:
 
 
 
 
 
 
 
 
Employee compensation and benefits
 
16,512

 
12,865

 
31,821

 
25,717

Sales and marketing
 
496

 
375

 
891

 
662

Westwood mutual funds
 
901

 
722

 
1,728

 
1,374

Information technology
 
1,422

 
1,014

 
2,459

 
1,729

Professional services
 
1,031

 
1,189

 
3,103

 
2,571

General and administrative
 
2,197

 
1,384

 
3,787

 
2,832

Total expenses
 
22,559

 
17,549

 
43,789

 
34,885

Income before income taxes
 
14,752

 
13,356

 
23,130

 
21,969

Provision for income taxes
 
4,957

 
4,765

 
7,725

 
7,816

Net income
 
$
9,795

 
$
8,591

 
$
15,405

 
$
14,153

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 
233

 
332

 
(1,155
)
 
(22
)
Total comprehensive income
 
$
10,028

 
$
8,923

 
$
14,250

 
$
14,131


Earnings per share:
 
 
 
 
 
 
 
 
Basic
 
$
1.25

 
$
1.14

 
$
2.00

 
$
1.89

Diluted
 
$
1.23

 
$
1.12

 
$
1.93

 
$
1.82


Weighted average shares outstanding:
 
 
 
 
 
 
 
 
Basic
 
7,806,031

 
7,523,347

 
7,701,707

 
7,499,016

Diluted
 
7,961,406

 
7,679,032

 
7,976,790

 
7,774,410


Cash dividends declared per share
 
$
0.50

 
$
0.44

 
$
1.00

 
$
0.88

 

See notes to condensed consolidated financial statements.

2


WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
For the Six Months Ended June 30, 2015
(in thousands, except share amounts)
(unaudited)
 
 
 
Common Stock, Par
 
Additional
Paid-In
Capital
 
Treasury
Stock
 
Accumulated
Other
Comprehensive
Loss
 
Retained
Earnings
 
Total
 
 
Shares
 
Amount
 
 
 
 
 
BALANCE, January 1, 2015
 
8,308,460

 
$
90

 
$
119,859

 
$
(29,028
)
 
$
(1,231
)
 
$
20,317

 
$
110,007

Net income
 

 

 

 

 

 
15,405

 
15,405

Other comprehensive loss
 

 

 

 

 
(1,155
)
 

 
(1,155
)
Issuance of common stock
 
109,712

 
1

 
5,667

 

 

 

 
5,668

Issuance of restricted stock, net of forfeitures
 
295,593

 
3

 
(3
)
 

 

 

 

Dividends declared
 

 

 

 

 

 
(8,497
)
 
(8,497
)
Stock based compensation expense
 

 

 
7,695

 

 

 

 
7,695

Reclassification of compensation liability to be paid in shares
 

 

 
338

 

 

 

 
338

Tax benefit related to stock based compensation
 

 

 
1,793

 

 

 

 
1,793

Purchases of treasury stock
 
(21,818
)
 

 

 
(1,327
)
 

 

 
(1,327
)
Restricted stock returned for payment of taxes
 
(90,193
)
 

 

 
(5,576
)
 

 

 
(5,576
)
BALANCE, June 30, 2015
 
8,601,754

 
$
94

 
$
135,349

 
$
(35,931
)
 
$
(2,386
)
 
$
27,225

 
$
124,351

 


See notes to condensed consolidated financial statements.

3


WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
 
 
Six Months Ended June 30,
 
 
2015
 
2014
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
Net income
 
$
15,405

 
$
14,153

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation
 
325

 
288

Amortization of intangible assets
 
552

 
180

Unrealized gains on trading investments
 
(81
)
 
(134
)
Stock based compensation expense
 
7,695

 
6,468

Deferred income taxes
 
(612
)
 
2,145

Excess tax benefits from stock based compensation
 
(1,396
)
 
(1,916
)
Net sales of investments - trading securities
 
33,506

 
6,927

Change in operating assets and liabilities:
 
 
 
 
Accounts receivable
 
(6,773
)
 
(2,236
)
Other current assets
 
288

 
919

Accounts payable and accrued liabilities
 
810

 
(166
)
Compensation and benefits payable
 
(6,522
)
 
(8,683
)
Income taxes payable
 
1,673

 
(1,189
)
Other liabilities
 
(18
)
 
(29
)
Net cash provided by operating activities
 
44,852

 
16,727

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
Purchase of property and equipment
 
(564
)
 
(302
)
Acquisition of Woodway, net of cash acquired
 
(24,133
)
 

Net cash used in investing activities
 
(24,697
)
 
(302
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
Purchases of treasury stock
 
(1,327
)
 

Restricted stock returned for payment of taxes
 
(5,576
)
 
(5,839
)
Excess tax benefits from stock based compensation
 
1,396

 
1,916

Cash dividends
 
(8,743
)
 
(7,291
)
Net cash used in financing activities
 
(14,250
)
 
(11,214
)
Effect of currency rate changes on cash
 
(1,269
)
 
(12
)
NET INCREASE IN CASH AND CASH EQUIVALENTS
 
4,636

 
5,199

Cash and cash equivalents, beginning of period
 
18,131

 
10,864

Cash and cash equivalents, end of period
 
$
22,767

 
$
16,063

Supplemental cash flow information:
 
 
 
 
Cash paid during the period for income taxes
 
$
6,675

 
$
6,978

Common stock issued for acquisition
 
$
5,669

 
$

Non-cash accrued contingent consideration
 
$
9,257

 
$

 
 

See notes to condensed consolidated financial statements.

4


WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 provides investment management services to institutional investors, private wealth clients and financial intermediaries through its subsidiaries, Westwood Management Corp. (“Westwood Management”), Westwood Trust (“Westwood Trust”), Westwood International Advisors Inc. (“Westwood International”) and Westwood Advisors, LLC. 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 revenues and results of operations.
Acquisition of Woodway Financial Advisors
On January 15, 2015, we entered into an agreement to acquire Woodway Financial Advisors (“Woodway”), a Houston-based private wealth and trust company that managed assets of approximately $1.6 billion at December 31, 2014. We completed the acquisition on April 1, 2015. Pursuant to the acquisition agreement, on April 1, 2015 Woodway merged with Westwood Trust, a wholly-owned subsidiary of Westwood, with Westwood Trust being the surviving entity (the “Merger”). The total Merger consideration consisted of (i) $31 million in cash and stock, as described below, and (ii) contingent consideration equal to the annualized revenue from the post-closing business of Woodway for the twelve-month period ending March 31, 2016 (the “Earn-Out Period”), adjusted for certain clients or accounts that have terminated, and capped at $15 million (the “Earn-Out Amount”).
The preliminary estimated Merger consideration of $40.3 million consisted of (i) closing date consideration of $25.3 million paid in cash and the issuance of 109,712 shares of Westwood common stock, valued at $5.7 million (discounted from $6.7 million due to certain required holding periods), and (ii) preliminary estimated contingent consideration of $9.3 million, based on estimates and assumptions as of the closing date of the acquisition, to be paid after the Earn-Out Period. The acquired assets were deemed to constitute a business in a transaction using the purchase method of accounting for business combinations. Accordingly, the purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values as of the acquisition date. See further discussion of the acquisition of Woodway in Note 6 “Acquisitions, Goodwill and Other Intangible Assets.”



5

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation
The accompanying condensed consolidated financial statements are unaudited and are presented in accordance with the requirements for quarterly reports on Form 10-Q and consequently do not include all of the information and footnote disclosures required by accounting principles generally accepted in the United States of America (“GAAP”).  The Company’s consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary in the opinion of management to present fairly our interim financial position and results of operations and cash flows for the periods presented. The accompanying condensed consolidated financial statements are presented in accordance with GAAP and the rules and regulations of the Securities and Exchange Commission (“SEC”). Our consolidated financial statements include all necessary reclassification adjustments to conform prior year results to the current period presentation.
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with our consolidated financial statements, and notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, 2014. Operating results for the periods in these condensed consolidated financial statements are not necessarily indicative of the results for any future period. The accompanying condensed consolidated financial statements include the accounts of Westwood and its subsidiaries. All significant intercompany accounts and transactions have been eliminated upon consolidation.
Business Combinations
In allocating the purchase price of a business combination, the Company records all assets acquired and liabilities assumed at fair value, with the excess of the purchase price over the aggregate fair values recorded as goodwill. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values as of the date of acquisition. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is allocated to goodwill. The Company determines the estimated fair values after review and consideration of relevant information, including discounted cash flows, quoted market prices and estimates made by management. The fair value assigned to identifiable intangible assets acquired is based on estimates and assumptions made by management at the time of the acquisition. The Company adjusts the preliminary purchase price allocation, as necessary, during the measurement period of up to one year after the acquisition closing date as it obtains more information as to facts and circumstances existing as of the acquisition date. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred.
The acquired customer accounts, tradenames and non-compete agreements are subject to fair value measurements based primarily on significant inputs not observable in the market and thus represent Level 3 measurements. The valuation of an acquired customer list utilizes an income approach, which provides an estimate of the fair value of an asset based on discounted cash flows and management estimates, including the estimated growth associated with existing clients, market growth and client attrition. The valuation of acquired tradenames uses a relief from royalty method in which the fair value of the intangible asset is estimated to be the present value of royalties saved because the intangible asset is owned by the Company. Revenue projections and estimated useful lives are used in estimating the fair value of the trademarks. The non-compete agreements are calculated using the with-or-without method, which utilizes the probability of these employees competing with the Company and revenue projections to calculate the valuation of non-competition agreements.
When an acquisition includes future contingent consideration on achieving certain annualized revenue from the post-closing acquired business over a specified time period, the Company estimates the fair value of the earn-out using overall revenue growth projections combined with existing customer base lost revenue projections, both discounted and probability-weighted. A liability is recorded for the estimated fair value of the contingent consideration on the acquisition date, and the fair value of the contingent consideration is remeasured at each subsequent reporting period with any change in fair value recognized as income or expense within the consolidated statement of comprehensive income.



6

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Recent Accounting Pronouncements
In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-8, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. The ASU is intended to reduce the frequency of disposals reported as discontinued operations by focusing on strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. The adoption of this ASU did not have an impact on our consolidated financial statements.
In May 2014, the FASB issued ASU 2014-9, Revenue from Contracts with Customers (Topic 606), which resulted from a joint project by the FASB and the International Accounting Standards Board to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and International Financial Reporting Standards. The issuance of a comprehensive and converged standard on revenue recognition is expected to improve the ability of financial statement users to understand and consistently analyze an entity’s revenue across industries, transactions, and geographies. The standard will require additional disclosures to help financial statement users better understand the nature, amount, timing, and potential uncertainty of the revenue being recognized. ASU 2014-9 will be effective for annual reporting periods beginning after December 15, 2017, and will require either retrospective application to each prior reporting period presented or retrospective application with the cumulative effect of initially applying the standard recognized at the date of adoption. Early application is prohibited. We are currently evaluating the impact that the application of ASU 2014-9 will have on our consolidated financial statements and disclosures.
In June 2014, the FASB issued ASU 2014-12 Compensation—Stock Compensation (Topic 718) Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which establishes specific guidance on how to account for share-based payments for awards with performance targets after the employee completes the requisite service period. Current U.S. GAAP does not contain explicit guidance on how to account for such share-based payments. The standard will be effective for annual reporting periods beginning after December 15, 2015, although early adoption is permitted. We do not currently expect the adoption of this ASU to have a significant impact on our consolidated financial statements.
In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The ASU will explicitly require management to assess an entity’s ability to continue as a going concern and to provide related footnote disclosure in certain circumstances. The new guidance will be effective for the year ending December 31, 2016. Earlier adoption is permitted. We do not expect the adoption of this ASU to have an impact on our consolidated financial statements.
In January 2015, the FASB issued ASU 2015-1, Income Statement – Extraordinary and Unusual Items. The ASU eliminates the concept of extraordinary items, which are currently required to be separately classified, presented and disclosed in financial statements. ASU 2015-1 is effective for annual reporting periods, including interim periods within those periods, beginning after December 31, 2015. We do not expect the adoption of this ASU to have an impact on our consolidated financial statements.
In February 2015, the FASB issued ASU 2015-2, Consolidation – Amendments to the Consolidation Analysis. This amendment modifies the analysis required to evaluate whether certain legal entities should be consolidated, including variable interest entities. This amendment changes the evaluation of fee arrangements and related party transactions when determining whether to consolidate a variable interest entity. The amendment is effective for annual reporting periods beginning after December 15, 2016 and for interim periods within reporting periods beginning after December 15, 2017, although early adoption is permitted. We are currently evaluating the impact that the application of ASU 2015-2 will have on our consolidated financial statements and disclosures.
In April 2015, the FASB issued ASU 2015-5, Intangibles – Goodwill and Other – Internal-Use Software. This amendment provides guidance about whether a cloud computing arrangement includes a software license. The new guidance clarifies that software licenses included in a cloud computing software should be accounted for in the same manner as other software licenses. If the cloud computing arrangement does not include a software license, the arrangement should be accounted for as a service contract. This amendment is effective for annual reporting periods, including interim periods within those periods, beginning after December 15, 2015, with early adoption permitted. We are currently evaluating the impact that the application of ASU 2015-5 will have on our consolidated financial statements.



7

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

In May 2015, the FASB issued ASU 2015-07, Fair Value Measurements – Disclosures for Certain Entities that Calculate Net Asset Value per Share. This amendment updates guidance intended to eliminate the diversity in practice surrounding how investments measured at net asset value under the practical expedient with future redemption dates have been categorized in the fair value hierarchy.  Under the updated guidance, investments for which fair value is measured at net asset value per share using the practical expedient should no longer be categorized in the fair value hierarchy. The updated guidance requires retrospective adoption for all periods presented and is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. Except for the disclosure requirements, we do not expect the adoption of this guidance to impact our consolidated financial statements.
 
3. EARNINGS PER SHARE
Basic earnings per common share is computed by dividing net income available to common stockholders by the weighted average number of shares outstanding for the applicable period. Diluted earnings per share is computed based on the weighted average number of shares outstanding plus the effect of any dilutive shares of restricted stock granted to employees and non-employee directors. There were approximately 607 and 43 anti-dilutive restricted shares for the three months ended June 30, 2015 and 2014, respectively, and 890 and 30,409 anti-dilutive restricted shares for the six months ended June 30, 2015 and 2014, respectively.
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share and share amounts):
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2015
 
2014
 
2015
 
2014
Net income
 
$
9,795

 
$
8,591

 
$
15,405

 
$
14,153


Weighted average shares outstanding - basic
 
7,806,031

 
7,523,347

 
7,701,707

 
7,499,016

Dilutive potential shares from unvested restricted shares
 
155,375

 
155,685

 
275,083

 
275,394

Weighted average shares outstanding - diluted
 
7,961,406

 
7,679,032

 
7,976,790

 
7,774,410


Earnings per share:
 
 
 
 
 
 
 
 
Basic
 
$
1.25

 
$
1.14

 
$
2.00

 
$
1.89

Diluted
 
$
1.23

 
$
1.12

 
$
1.93

 
$
1.82




8

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

4. INVESTMENTS
Investment balances are presented in the table below (in thousands). All investments are carried at fair value and are accounted for as trading securities.
 
 
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Market
Value
June 30, 2015:
 
 
 
 
 
 
 
 
U.S. Government and Government agency obligations
 
$
30,468

 
$
15

 
$
(4
)
 
$
30,479

Money market funds
 
2,934

 

 

 
2,934

Equity funds
 
12,580

 
321

 
(119
)
 
12,782

Marketable securities
 
$
45,982

 
$
336

 
$
(123
)
 
$
46,195


December 31, 2014:
 
 
 
 
 
 
 
 
U.S. Government and Government agency obligations
 
$
66,761

 
$
20

 
$
(8
)
 
$
66,773

Money market funds
 
8,250

 

 

 
8,250

Equity funds
 
4,477

 
223

 
(103
)
 
4,597

Marketable securities
 
$
79,488

 
$
243

 
$
(111
)
 
$
79,620

 
As of June 30, 2015 and December 31, 2014, $11.2 million and $4.6 million in corporate funds, respectively, were invested in Westwood Funds, Westwood Common Trust Funds and the UCITS Fund. See Note 8 “Variable Interest Entities.”
5. FAIR VALUE MEASUREMENTS
We determine estimated fair values for our financial instruments using available information. The fair value amounts discussed in our condensed consolidated financial statements are not necessarily indicative of either amounts realizable upon disposition of these instruments or our intent or ability to dispose of these assets. The estimated fair value of cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued liabilities, dividends payable, compensation and benefits payable and income taxes payable approximates their carrying value due to their short-term maturities. The carrying amount of investments designated as “trading” securities, primarily U.S. Government and Government agency obligations, money market funds, Westwood Funds® mutual funds and Westwood Trust common trust fund shares, equals their fair value based on prices quoted in active markets and, with respect to funds, the net asset value of the shares held as reported by each fund. Market values of our money market holdings generally do not fluctuate. The fair value of contingent consideration related to the Woodway acquisition is categorized as a level 3 liability. Since the measurement of the Earn-Out Amount is based primarily on significant inputs not observable in the market, it represents a Level 3 measurement.
ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value and requires additional disclosures regarding certain fair value measurements. ASC 820 establishes a three-tier hierarchy for measuring fair value as follows:
level 1 – quoted market prices in active markets for identical assets
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



9

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

The following table summarizes the values of our assets and liabilities as of the dates indicated within the fair value hierarchy (in thousands).
 
 
Level 1
 
Level 2
 
Level 3
 
Total
As of June 30, 2015:
 
 
 
 
 
 
 
 
Investments in securities:
 
 
 
 
 
 
 
 
Trading
 
$
42,785

 
$
3,410

 
$

 
$
46,195

Contingent consideration
 

 

 
(9,257
)
 
(9,257
)
Total financial instruments
 
$
42,785

 
$
3,410

 
$
(9,257
)
 
$
36,938


As of December 31, 2014:
 
 
 
 
 
 
 
 
Investments in securities:
 
 
 
 
 
 
 
 
Trading
 
$
77,327

 
$
2,293

 
$

 
$
79,620

Total financial instruments
 
$
77,327

 
$
2,293

 
$

 
$
79,620

Investments categorized as level 2 assets consist of investments in common trust funds sponsored by Westwood Trust. Common trust funds are private investment vehicles comprised of commingled investments held in trusts that are valued using the Net Asset Value (“NAV”) calculated by us as administrator of the funds. The NAV is calculated using indirectly observed inputs, as the unit price is based on the market value of the underlying investments traded on an active market. We can make withdrawals from the common trust funds on a daily basis, as needed for liquidity, and there are no restrictions on redemption as of June 30, 2015.
Contingent consideration categorized as a level 3 liability is related to the acquisition of Woodway (see Note 6 "Acquisitions, Goodwill and Other Intangibles"). As of the acquisition date, the Company estimated that the Earn-Out Amount would be $9.3 million, based on then existing facts and circumstances. The fair value of contingent consideration is measured using the projected payment date, discount rates, probabilities of payment, and projected revenues. The projected contingent payment is discounted back to the current period using a discounted cash flow model. Projected revenues are based on the Company’s most recent internal operational budgets and long-range strategic plans. Increases or decreases in projected revenues, probabilities of payment, discount rates or projected payment dates may result in higher or lower fair value measurements. Fluctuations in any of the inputs may result in a significantly lower or higher fair value measurement.
The following table represents the range of the unobservable inputs utilized in the fair value measurement of the contingent consideration classified as level 3:

Valuation Technique
Unobservable Input
Range
Discounted Cash Flow
Discount rate
6.0%
 
AUM growth rate
(10.0)% to 10.0%
The following table provides a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis that used significant unobservable inputs (in thousands):
 
Contingent Consideration
Beginning balance, December 31, 2014
$

Acquisition of Woodway
9,257

Ending balance, June 30, 2015
$
9,257




10

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

6. ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS
Acquisition of Woodway Financial Advisors
Westwood completed the acquisition of Woodway on April 1, 2015. The total Merger consideration consisted of (i) $31 million in cash and stock, as described below, and (ii) contingent consideration equal to the annualized revenue from the post-closing business of Woodway for the twelve-month period ending March 31, 2016 (the “Earn-Out Period”), adjusted for certain clients or accounts that have terminated, and capped at $15 million (the “Earn-Out Amount”). The Earn-Out Amount will be paid 54.84% in cash and 45.16% in shares of Westwood’s common stock, valued using the average closing price during the last 30 calendar days of the Earn-Out Period. In relation to the Merger, Westwood entered into employment agreements with certain Woodway employees, which, among other things, provided for specified compensation and benefits for the related employees.
The preliminary estimated Merger consideration of $40.3 million consisted of (i) closing date consideration of $25.3 million paid in cash and issuance of 109,712 shares of Westwood common stock, valued at $5.7 million (discounted from $6.7 million due to certain required holding periods), and (ii) preliminary estimated contingent consideration of $9.3 million, based on estimates and assumptions on the closing date of the acquisition, to be paid no later than 75 days after the last day of the Earn-Out Period. The estimated fair value of the Earn-Out Amount was determined by using overall revenue growth projections combined with existing customer base lost revenue projections, discounted and probability-weighted. The fair value measurement of the Earn-Out Amount was based primarily on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. See further discussion in Note 5 "Fair Value Measurements."
The acquisition of Woodway was accounted for using the purchase method of accounting. Accordingly, the purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values as of the acquisition date. As of June 30, 2015, estimated consideration of $40.3 million has been preliminarily allocated using Woodway’s historical balance sheet at March 31, 2015 based on valuations of acquired assets and assumed liabilities in connection with the acquisition. The preliminary allocation is based on estimates, assumptions and valuations that have not been finalized, and therefore the final consideration and final amounts allocated to assets acquired and liabilities assumed could differ materially from the amounts presented in these condensed consolidated financial statements.
The preliminary allocation of the purchase price is as follows (in thousands):
Cash and cash equivalents
 
$
1,205

Accounts receivable
 
936

Other current assets
 
253

Goodwill (i)
 
11,655

Identifiable intangibles (ii)
 
26,099

Property and equipment
 
197

Accounts payable and accrued liabilities
 
(61
)
Income tax payable
 
(20
)
Preliminary purchase price
 
$
40,264

_________________
(i)
The excess of the preliminary purchase price over the fair value amounts assigned to assets acquired and liabilities assumed represents the goodwill amount resulting from the acquisition.
(ii)
The fair value of the acquired identifiable intangibles consists of (in thousands, except useful lives):
 
 
 
Estimated Useful Lives
Customer accounts
 
$
25,085

20 years
Non-compete agreements
 
248

3 years
Trade name
 
766

5 years



11

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

At the time of the acquisition, the Company believed that its enhanced market position and future growth potential were the primary factors that contributed to a total purchase price that resulted in the recognition of goodwill. As of June 30, 2015, $2.4 million of the goodwill arising from the acquisition is expected to be deductible for tax purposes.
To date, we have incurred transaction costs of $1.1 million related to the Woodway acquisition, of which $32,000 and $732,000 are included in “Professional services” on our condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2015, respectively.
Our consolidated results for three and six months ended June 30, 2015 included Total revenues and Net income attributable to Woodway of $2.7 million and $473,000, respectively.
Pro Forma Financial Information
The following unaudited pro forma results of operations for the three and six months ended June 30, 2015 and 2014 assume that the Woodway acquisition had occurred on January 1, 2014, after giving effect to acquisition accounting adjustments relating to amortization of the valued intangible assets and to record additional compensation costs related to employment contracts entered into as a result of the acquisition. These unaudited pro forma results exclude one-time, non-recurring costs related to the acquisition, including transaction costs. This unaudited pro forma information should not be relied upon as being necessarily indicative of the historical results that would have been obtained if the Merger had actually occurred on those dates, nor of the results that may be obtained in the future.
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(in thousands)
 
(in thousands)
Total revenues
 
$
37,311

 
$
33,510

 
$
69,612

 
$
61,984

Net income
 
$
9,832

 
$
9,132

 
$
16,331

 
$
15,105

Goodwill
Goodwill represents the excess of the cost of acquired assets over the fair value of the underlying identifiable assets at the date of acquisition. Changes in goodwill are as follows (in thousands):
Balance, December 31, 2014
 
$
11,255

Acquisition of Woodway
 
11,655

Balance, June 30, 2015
 
$
22,910

Goodwill is not amortized but is tested for impairment at least annually. We completed our annual goodwill impairment assessment during the third quarter of 2014 and determined that no impairment loss was required. No impairments were recorded during the three or six months ended June 30, 2015 or 2014.



12

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Other Intangible Assets
Our intangible assets represent the acquisition date fair value of acquired client relationships, trade names and non-compete agreements 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 June 30, 2015 and December 31, 2014 (in thousands):
 
 
Weighted Average Amortization Period (Years)
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
June 30, 2015
 
 
 
 
 
 
 
 
Client relationships
 
19.0
 
$
30,090

 
$
(2,068
)
 
$
28,022

Trade names
 
2.9
 
1,022

 
(294
)
 
728

Non-compete agreements
 
4.2
 
274

 
(47
)
 
227

Total
 
 
 
$
31,386

 
$
(2,409
)
 
$
28,977

 
 
 
 
 
 
 
 
 
December 31, 2014
 
 
 
 
 
 
 
 
Client relationships
 
14.2
 
$
5,005

 
$
(1,575
)
 
$
3,430

Trade names
 
2.0
 
256

 
(256
)
 

Non-compete agreements
 
2.3
 
26

 
(26
)
 

Total
 
 
 
$
5,287

 
$
(1,857
)
 
$
3,430

We periodically review intangible assets for events or circumstances that would indicate impairment. Estimated annual amortization for these intangible assets over the next five years is as follows (in thousands):
For the year ending December 31,
 
 
2015
 
$
1,477

2016
 
1,849

2017
 
1,849

2018
 
1,787

2019
 
1,766


7. BALANCE SHEET COMPONENTS
Property and Equipment
The following table reflects information about our property and equipment as of June 30, 2015 and December 31, 2014 (in thousands):
 
 
As of
June 30,
2015
 
As of
December 31,
2014
Leasehold improvements
 
$
2,169

 
$
2,274

Furniture and fixtures
 
1,731

 
1,516

Computer hardware and office equipment
 
1,997

 
1,563

Construction in progress
 
350

 

Accumulated depreciation
 
(3,030
)
 
(2,720
)
Net property and equipment
 
$
3,217

 
$
2,633




13

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)


Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss were as follows (in thousands):
 
 
As of
June 30,
2015
 
As of
December 31,
2014
Foreign currency translation adjustment
 
$
(2,386
)
 
$
(1,231
)
Accumulated other comprehensive loss
 
$
(2,386
)
 
$
(1,231
)
8. VARIABLE INTEREST ENTITIES
Westwood Trust sponsors common trust funds (“CTFs”) for its clients. These funds allow clients to commingle assets to achieve economies of scale. Westwood International and Westwood Management provide investment advisory services to Westwood Investment Funds PLC (the “UCITS Fund”), which was authorized on June 18, 2013 by the Central Bank of Ireland pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (“UCITS”), and which is an umbrella-type, open-ended self-managed investment company domiciled in Ireland. Westwood Management provides investment advisory services to the Westwood Funds®, a family of mutual funds, and two collective investment trusts (“CITs”). Some clients of Westwood Management hold their investments in ten limited liability companies (“LLCs”). The CTFs, UCITS, Westwood Funds®, CITs and LLCs (“Westwood VIEs”) are considered variable interest entities (“VIEs”) because our clients, who hold the equity at risk, do not have a direct or indirect ability through voting or similar rights to make decisions about the funds that would have a significant effect on their success. We receive fees for managing assets in these entities commensurate with market rates.
We evaluate all of our advisory relationships and CTFs to determine whether or not we qualify as the primary beneficiary based on whether there is an obligation to absorb the majority of expected losses or a right to receive the majority of expected residual returns. Since all losses and returns are distributed to the shareholders of the Company’s VIEs, we are not the primary beneficiary and consequently the Westwood VIEs are not included in our condensed consolidated financial statements.
In May 2015, the Company provided seed investments of $5.4 million for two new Westwood mutual funds. In January 2015 and January 2014, the Company provided $1.0 million and $2.0 million, respectively, to common trust funds. In October 2014, the Company provided €1.6 million, or $2.0 million, to the UCITS Fund. These seed investments were provided for the sole purpose of showing economic substance needed to establish the funds or sub-funds. The corporate capital invested in these funds is included in “Investments, at fair value” on our consolidated balance sheet at June 30, 2015.
Otherwise, we have not provided any financial support 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 VIEs. Our investments in the Westwood Funds®, the CTFs and the UCITS Fund are accounted for as investments in accordance with our other investments described in Note 4. We recognized fee revenue from the Westwood VIEs of $15.1 million and $11.2 million for the three months ended June 30, 2015 and 2014, respectively, and $29.3 million and $22.5 million for the six months ended June 30, 2015 and 2014, respectively.



14

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

The following table displays assets under management, corporate capital invested and risk of loss in each vehicle (in millions):
 
 
As of June 30, 2015
 
 
Assets
Under
Management
 
Corporate
Investment
 
Risk of
Loss
VIE's:
 
 
 
 
 
 
Westwood Funds®
 
$
4,283

 
$
6

 
$
6

Common Trust Funds
 
2,444

 
3

 
3

Collective Investment Trusts
 
312

 

 

LLCs
 
140

 

 

UCITS Fund
 
808

 
2

 
2

VIE totals
 
7,987

 
 
 
 

All other assets:
 
 
 
 
 
 
Private Wealth
 
3,054

 
 
 
 
Institutional
 
12,083

 
 
 
 
Total AUM
 
$
23,124

 
 
 
 
9. LONG-TERM INCENTIVE COMPENSATION
Restricted Stock Awards
We have issued restricted shares to our employees and non-employee directors. The Third Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan, as amended  (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. The total number of shares issuable under the Plan (including predecessor plans to the Plan) may not exceed 4,398,100 shares. At June 30, 2015, approximately 685,000 shares remain available for issuance under the Plan.
Canadian Plan
The Share Award Plan of Westwood Holdings Group, Inc. for Service Provided in Canada to its Subsidiaries (the “Canadian Plan”) provides compensation in the form of common stock for services performed by employees of Westwood International. Under the Canadian Plan, no more than $10 million CDN ($8.0 million in U.S. Dollars using the exchange rate on June 30, 2015) may be funded to the Plan Trustee for purchases of common stock with respect to awards granted under the Canadian Plan. At June 30, 2015, approximately $6.8 million CDN ($5.5 million in U.S. Dollars using the exchange rate on June 30, 2015) remains available for issuance under the Canadian Plan, or approximately 91,000 shares based on the closing share price of our stock of $59.57 as of June 30, 2015. During the first six months of 2015, the trust formed pursuant to the Canadian Plan purchased in the open market 21,818 Westwood common shares for approximately $1.3 million. As of June 30, 2015, the trust holds 53,545 shares of Westwood common stock. As of June 30, 2015, unrecognized compensation cost related to restricted stock grants under the Canadian Plan totaled $1.2 million, which we expect to recognize over a weighted-average period of 2.1 years.



15

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

The following table presents the total stock based compensation expense recorded for stock based compensation arrangements for the periods indicated (in thousands):
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2015
 
2014
 
2015
 
2014
Service condition stock based compensation expense
 
$
2,220

 
$
1,737

 
$
4,403

 
$
3,551

Performance condition stock based compensation expense
 
1,600
 
1,436
 
2,954
 
2,685
Stock based compensation expense under the Plan
 
3,820
 
3,173
 
7,357
 
6,236
Canada EB Plan stock based compensation expense
 
197
 
(184
)
 
338
 
232
Total stock based compensation expense
 
$
4,017

 
$
2,989

 
$
7,695

 
$
6,468

Restricted Stock
Under the Plan, we have granted to employees and non-employee directors restricted stock subject to service conditions, and to certain key employees restricted stock subject to both service and performance conditions.
As of June 30, 2015, there was approximately $31.6 million of unrecognized compensation cost for restricted stock grants under the Plan, which we expect to recognize over a weighted-average period of 2.6 years. Our two types of restricted stock grants under the Plan are discussed below.
Restricted Stock Subject Only to a Service Condition
We calculate compensation cost for restricted stock grants by using the fair market value of our common stock at the date of grant, the number of shares issued, an adjustment for restrictions on dividends and an estimate of shares that will not vest due to forfeitures. 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 subject only to a service condition for the six months ended June 30, 2015:
Restricted shares subject only to a service condition:
 
Shares
 
Weighted Average
Grant Date Fair
Value
 
 
 
 
 
Non-vested, January 1, 2015
 
496,457

 
$
48.14

Granted
 
290,607

 
61.60

Vested
 
(183,194
)
 
41.75

Forfeited
 
(30,014
)
 
54.47

Non-vested, June 30, 2015
 
573,856

 
$
56.68




16

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Restricted Stock Subject to Service and Performance Conditions
Under the Plan, certain key employees were provided agreements for grants of restricted shares that vest over a five-year period provided that annual performance goals established by the Compensation Committee of Westwood’s board of directors are met. Each year the Compensation Committee establishes a specific goal for that year’s vesting of the restricted shares, which historically has been based upon Westwood’s adjusted pre-tax income, as defined. The date that the Compensation Committee establishes the annual goal is considered to be the grant date and the fair value measurement date to determine expense on the shares that are likely to vest. The vesting period ends when the Compensation Committee formally approves the performance-based restricted stock vesting based on the final calculation of adjusted pre-tax income as derived from the Company’s audited 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. In February 2015, the Compensation Committee established the 2015 goal as adjusted pre-tax income of at least $46.0 million, representing a five-year compound annual growth rate in excess of 10% over annual adjusted pre-tax income recorded in 2010. Adjusted pre-tax income is determined based on our audited consolidated financial statements and is equal to income before income taxes increased by expenses incurred for the year for (i) incentive compensation for all officers and employees, (ii) performance-based restricted stock awards, and (iii) mutual fund share incentive awards, excluding start up, non-recurring and similar expense items, at the Committee’s discretion. In the first quarter of 2015, we concluded that it was probable that we would meet the performance goals required to vest the applicable performance based restricted shares this year and began recording expense related to those shares.
Restricted shares subject to service and performance conditions:
 
Shares
 
Weighted Average
Grant Date Fair
Value
 
 
 
 
 
Non-vested, January 1, 2015
 
101,313

 
$
58.59

Granted
 
101,313

 
61.29

Vested
 
(101,313
)
 
58.59

Forfeited
 

 

Non-vested, June 30, 2015
 
101,313

 
$
61.29

The above amounts as of June 30, 2015 do not include 118,939 non-vested restricted shares that potentially vest over performance years subsequent to 2015 inasmuch as annual performance goals for later years have not been set by the Compensation Committee and therefore no grant date has been established.
Mutual Fund Share Incentive Awards
We grant annually to certain employees mutual fund incentive awards, which are bonus awards based on our mutual funds achieving certain performance goals. Awards granted are notionally credited to a participant account maintained by us that contains a number of mutual fund shares equal to the award amount divided by the net closing value of a fund share on the date the amount is credited to the account.
These awards vest after approximately one year of service following the year in which the participant earns the award. We begin accruing a liability for mutual fund incentive awards when we 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 approximately two years. During the year in which the amount of the award is determined, we record expense based on the expected value of the award. After the award is earned, we record expense based on the value of the shares awarded and the percentage of the vesting period that has transpired. Our liability under these awards may increase or decrease based on changes in the value of the mutual fund shares awarded, including reinvested income from the mutual funds during the vesting period. Upon vesting, participants receive the value of the mutual fund share awards adjusted for earnings or losses attributable to the underlying mutual funds. For the three months ended June 30, 2015 and 2014, we recorded expense of $317,000 and $185,000, respectively, related to mutual fund share incentive awards. For the six months ended June 30, 2015 and 2014, we recorded expense of $730,000 and $310,000, respectively, related to mutual fund share incentive awards. As of June 30, 2015 and December 31, 2014, we had an accrued liability of $1.5 million and $844,000, respectively, related to mutual fund incentive awards.



17

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

10. RELATED PARTY TRANSACTIONS
Some of our directors, executive officers and their affiliates invest their personal funds directly in trust accounts that we manage. There were no amounts due from these accounts as of June 30, 2015 or December 31, 2014. For the three months ended June 30, 2015 and 2014, we recorded trust fees from these accounts of $106,000 and $95,000, respectively. For the six months ended June 30, 2015 and 2014, we recorded trust fees from these accounts of $210,000 and $181,000, respectively.
The Company engages in transactions with its affiliates in the ordinary course of business. Westwood International and Westwood Management provide investment advisory services to the UCITS Fund. Certain members of our management and board of directors serve on the board of directors of the UCITS Fund, which began operations in August 2013. Under the terms of the investment advisory agreements, the Company earns quarterly fees paid by clients of the UCITS Fund and, in certain cases, by the UCITS Fund. The fees are based on negotiated fee schedules applied to AUM. These fees are commensurate with market rates and are negotiated and contracted for at arm’s length. For the three months ended June 30, 2015 and 2014, the Company earned approximately $349,000 and $367,000, respectively, in fees directly from the UCITS Fund. For the six months ended June 30, 2015 and 2014, the Company earned approximately $696,000 and $403,000, respectively, in fees directly from the UCITS Fund. These fees do not include fees paid directly to Westwood International by certain clients invested in the UCITS Fund that have entered into an investment management agreement with Westwood International. As of June 30, 2015 and December 31, 2014, $129,000 and $256,000, respectively, of these fees were unpaid and included in “Accounts receivable” on our condensed consolidated balance sheets.
11. COMMITMENTS AND CONTINGENCIES
On August 3, 2012, AGF Management Limited and AGF Investments Inc. (collectively, “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 relates to the hiring of certain members of Westwood’s global and emerging markets investment team previously employed by AGF. AGF is alleging that the former employees breached certain obligations when they resigned from AGF and that Westwood and Warren induced such breaches. AGF is seeking an unspecified amount of damages and punitive damages of $10 million CDN in the lawsuit. On November 5, 2012, Westwood responded to AGF’s lawsuit with a counterclaim against AGF for defamation. Westwood is seeking $1 million CDN in general damages, $10 million CDN in special damages, $1 million CDN in punitive damages, and costs. On November 6, 2012, AGF filed a second lawsuit against Westwood, Westwood Management and an employee of a Westwood subsidiary, alleging that the employee made defamatory statements about AGF. In this second lawsuit, AGF is seeking $5 million CDN in general damages, $1 million CDN per defendant in punitive damages, unspecified special damages, interest and costs. The pleadings phase was completed in 2013, and we are currently in the discovery phase, which we hope to complete in 2016.
While we intend to vigorously defend both actions and pursue our counterclaims, we are currently unable to estimate the ultimate aggregate amount of monetary gain, loss or financial impact of these actions and counterclaims. Defending these actions and pursuing these counterclaims may be expensive for us and time consuming for our personnel. While we do not currently believe these proceedings will have a material impact, adverse resolution of these actions and counterclaims could have a material adverse effect on our business, financial condition or results of operations.
Our policy is to not accrue legal fees and directly related costs as part of potential loss contingencies. We have agreed with our Directors & Officers insurance provider that 50% of the defense costs related to both AGF claims, excluding Westwood’s counterclaim against AGF, are covered by insurance. We expense legal fees and directly related costs as incurred. We have received insurance proceeds of approximately $379,000 as of June 30, 2015 and recorded a receivable of $390,000 and $210,000 as of June 30, 2015 and December 31, 2014, respectively, which represents our current minimum estimate of expenses that we expect to recover under our insurance policies. This receivable is part of “Other current assets” on our condensed consolidated balance sheets.



18

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

12. SEGMENT REPORTING
We operate two segments: Advisory and Trust. These segments are managed separately based on the types of products and services offered and their related client bases. The Company’s segment information is prepared on the same basis that management reviews the financial information for operational decision-making purposes. 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 corporate retirement plans, public retirement plans, endowments, foundations, individuals, the Westwood Funds®, and the UCITS Fund, as well as investment subadvisory services to mutual funds and our Trust segment. Westwood Management and Westwood International, which provide investment advisory services to clients of similar type, are included in our Advisory segment along with Westwood Advisors, LLC.
Trust
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.



19

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

 
 
Advisory
 
Trust
 
Westwood
Holdings
 
Eliminations
 
Consolidated
 
 
(in thousands)
Three Months Ended June 30, 2015
 
 
 
 
 
 
 
 
 
 
Net fee revenues from external sources
 
$
29,376

 
$
7,921

 
$

 
$

 
$
37,297

Net intersegment revenues
 
6,111

 

 

 
(6,111
)
 

Net interest and dividend revenue
 
59

 

 

 

 
59

Other revenue
 
(45
)
 

 

 

 
(45
)
Total revenues
 
$
35,501

 
$
7,921

 
$

 
$
(6,111
)
 
$
37,311

Economic Earnings
 
$
15,149

 
$
1,309

 
$
(2,106
)
 
$

 
$
14,352

Less:   Restricted stock expense
 
 
 
 
 
 
 
 
 
4,017

Intangible amortization
 
 
 
 
 
 
 
 
 
462

Deferred taxes on goodwill
 
 
 
 
 
 
 
 
 
78

Net income
 
 
 
 
 
 
 
 
 
$
9,795

 
 
 
 
 
 
 
 
 
 
 
Segment assets
 
$
157,681

 
$
58,166

 
$
11,239

 
$
(70,977
)
 
$
156,109

Segment goodwill
 
$
5,219

 
$
17,691

 
$

 
$

 
$
22,910

 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30, 2014
 
 
 
 
 
 
 
 
 
 
Net fee revenues from external sources
 
$
25,538

 
$
5,151

 
$

 
$

 
$
30,689

Net intersegment revenues
 
3,283

 

 

 
(3,283
)
 

Net interest and dividend revenue
 
43

 

 

 

 
43

Other revenue
 
173

 

 

 

 
173

Total revenues
 
$
29,037

 
$
5,151

 
$

 
$
(3,283
)
 
$
30,905

Economic Earnings
 
$
11,868

 
$
1,111

 
$
(1,271
)
 
$

 
$
11,708

Less:   Restricted stock expense
 
 
 
 
 
 
 
 
 
2,989

Intangible amortization
 
 
 
 
 
 
 
 
 
90

Deferred taxes on goodwill
 
 
 
 
 
 
 
 
 
38

Net income
 
 
 
 
 
 
 
 
 
$
8,591

 
 
 
 
 
 
 
 
 
 
 
Segment assets
 
$
109,769

 
$
15,876

 
$
16,825

 
$
(27,277
)
 
$
115,193

Segment goodwill
 
$
5,219

 
$
6,036

 
$

 
$

 
$
11,255




20

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

 
 
Advisory
 
Trust
 
Westwood
Holdings
 
Eliminations
 
Consolidated
 
 
(in thousands)
Six Months Ended June 30, 2015
 
 
 
 
 
 
 
 
 
 
Net fee revenues from external sources
 
$
53,593

 
$
13,071

 
$

 
$

 
$
66,664

Net intersegment revenues
 
9,738

 

 

 
(9,738
)
 

Net interest and dividend revenue
 
108

 
1

 

 

 
109

Other revenue
 
146

 

 

 

 
146

Total revenues
 
$
63,585

 
$
13,072

 
$

 
$
(9,738
)
 
$
66,919

Economic Earnings
 
$
25,866

 
$
1,813

 
$
(3,911
)
 
$

 
$
23,768

Less:   Restricted stock expense
 
 
 
 
 
 
 
 
 
7,695

Intangible amortization
 
 
 
 
 
 
 
 
 
552

Deferred taxes on goodwill
 
 
 
 
 
 
 
 
 
116

Net income
 
 
 
 
 
 
 
 
 
$
15,405

 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30, 2014
 
 
 
 
 
 
 
 
 
 
Net fee revenues from external sources
 
$
46,290

 
$
10,179

 
$

 
$

 
$
56,469

Net intersegment revenues
 
6,664

 

 

 
(6,664
)
 

Net interest and dividend revenue
 
165

 
1

 

 

 
166

Other revenue
 
218

 
1

 

 

 
219

Total revenues
 
$
53,337

 
$
10,181

 
$

 
$
(6,664
)
 
$
56,854

Economic Earnings
 
$
22,607

 
$
1,333

 
$
(3,063
)
 
$

 
$
20,877

Less:   Restricted stock expense
 
 
 
 
 
 
 
 
 
6,468

Intangible amortization
 
 
 
 
 
 
 
 
 
180

Deferred taxes on goodwill
 
 
 
 
 
 
 
 
 
76

Net income
 
 
 
 
 
 
 
 
 
$
14,153

We are providing a non-U.S. generally accepted accounting principles (“non-GAAP”) performance measure that we refer to as Economic Earnings. We provide this measure in addition to, but not as a substitute for, net income reported on a U.S. generally accepted accounting principles (“GAAP”) basis. Both our management and Board of Directors review Economic Earnings to evaluate our ongoing performance, allocate resources and review dividend policy. We believe that this non-GAAP performance measure, while not a substitute for GAAP net income, is useful for management and investors when evaluating our underlying operating and financial performance and our available resources. We do not advocate that investors consider this non-GAAP measure without considering financial information prepared in accordance with GAAP.
In calculating Economic Earnings, we add to net income the non-cash expense associated with equity-based compensation awards of restricted stock and stock options, amortization of intangible assets and the deferred taxes related to the tax-basis amortization of goodwill. Although depreciation on property and equipment is a non-cash expense, we do not add it back when calculating Economic Earnings because depreciation charges represent a decline in the value of the related assets that will ultimately require replacement. See our reconciliation of Net income to Economic Earnings in Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Supplemental Financial Information."
13. SUBSEQUENT EVENTS
Dividend Declared
In July 2015, Westwood’s Board of Directors declared a quarterly cash dividend of $0.50 per common share, payable on October 1, 2015 to stockholders of record on September 11, 2015.



21


ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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,” “believe,” “plan,” “estimate,” “expect,” “intend,” “should,” “could,” “goal,” “may,” “target,” “designed,” “on track,” “comfortable with,” “optimistic” and other similar expressions, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the 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 risks described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC and those risks set forth below:
regulations adversely affecting the financial services industry;
the composition and market value of our assets under management;
competition in the investment management industry;
our investments in foreign companies;
our ability to develop and market new investment strategies successfully;
our ability to pursue and properly integrate acquired businesses;
litigation risks;
our ability to retain qualified personnel;
our relationships with current and potential customers;
our ability to properly address conflicts of interest;
our ability to maintain adequate insurance coverage;
our ability to maintain an effective information systems;
our ability to maintain effective cyber security;
our ability to maintain an effective system of internal controls;
our ability to maintain our fee structure in light of competitive fee pressures;
our relationships with investment consulting firms; and
the significant concentration of our revenues in a small number of customers.
You should not unduly rely on these forward-looking statements, which speak only as of the date of this report. We are not obligated and do not undertake an obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances occurring after the date of this report or to reflect the occurrence of unanticipated events or otherwise.
Overview
We manage investment assets and provide services for our clients through our subsidiaries, Westwood Management, Westwood Trust and Westwood International. Westwood Management provides investment advisory services to corporate and public retirement plans, endowments and foundations, the Westwood Funds®, other mutual funds, an Ireland-domiciled UCITS fund, individuals and clients of Westwood 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 International provides global equity and emerging markets investment advisory services to institutional clients, mutual funds and an Ireland-domiciled UCITS fund and common trust funds sponsored by Westwood Trust. Our revenues are generally derived from fees based on a percentage of assets under management. We believe we have established a track record of delivering competitive risk-adjusted returns for our clients.



22


Acquisition of Woodway Financial Advisors
On January 15, 2015, we entered into an agreement to acquire Woodway Financial Advisors (“Woodway”), a Houston-based private wealth and trust company that managed assets of approximately $1.6 billion at December 31, 2014. We completed the acquisition on April 1, 2015. Pursuant to the acquisition agreement, on April 1, 2015, Woodway merged with Westwood Trust, a wholly-owned subsidiary of Westwood, with Westwood Trust being the surviving entity (the “Merger”). The total Merger consideration consisted of (i) $31 million in cash and stock, as described below, and (ii) contingent consideration equal to the annualized revenue from the post-closing business of Woodway for the twelve-month period ending March 31, 2016 (the “Earn-Out Period”), adjusted for certain clients or accounts that have terminated, and capped at $15 million (the “Earn-Out Amount”).
The preliminary estimated Merger consideration of $40.3 million consisted of (i) closing date consideration of $25.3 million paid in cash and the issuance of 109,712 shares of Westwood common stock, valued at $5.7 million (discounted from $6.7 million due to certain required holding periods), and (ii) preliminary estimated contingent consideration of $9.3 million, based on estimates and assumptions as of the closing date of the acquisition, to be paid after the Earn-Out Period. The acquired assets were deemed to constitute a business in a transaction using the purchase method of accounting for business combinations. Accordingly, the purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values as of the acquisition date.
Revenues
We derive our revenues from investment advisory fees, trust fees, and other revenues. Our advisory fees are generated by Westwood Management and Westwood International, which manage client accounts under investment advisory and subadvisory agreements. Advisory fees are calculated based on a percentage of assets under management and are paid in accordance with the terms of the agreements. Advisory fees are paid quarterly in advance based on assets under management on the last day of the preceding quarter, quarterly in arrears based on assets under management on the last day of the quarter just ended, or are based on a daily or monthly analysis of assets under management for the stated period. We recognize advisory fee revenues as services are rendered. A limited number of our clients have a contractual performance-based fee component in their contract, which generates additional revenues if we outperform a specified index over a specific period of time. We record revenue from performance-based fees when we determine that the fees are probable. This determination is typically made at the end of the measurement periods. Since our advance-paying clients’ billing periods coincide with the calendar quarter to which such payments relate, revenue is recognized within the quarter and our consolidated financial statements contain no deferred advisory fee revenues.
Our trust fees are generated by Westwood Trust pursuant to trust or custodial agreements. Trust fees are separately negotiated with each client and are generally based on a percentage of assets under management. Westwood Trust also provides trust services to a small number of clients on a fixed fee basis. Most trust fees are paid quarterly in advance and are recognized as services are rendered. Since billing periods for most of Westwood Trust’s advance paying clients coincide with the calendar quarter, revenue is fully recognized within the quarter and our consolidated financial statements do not contain a significant amount of deferred revenue.
Our other revenues generally consist of interest and investment income. Although we generally invest most of our cash in U.S. Treasury securities, we also invest in equity and fixed income instruments and money market funds.
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.



23


Westwood Mutual Funds
Westwood Mutual Funds expenses relate to our marketing, distribution and administration related to the Westwood Funds®.
Information Technology
Information technology expenses are generally costs associated with proprietary investment research tools, maintenance and support, computing hardware, software licenses, telecommunications and other related costs.
Professional Services
Professional services expenses generally consist of costs associated with subadvisory fees, audit, legal and other professional services.
General and Administrative
General and administrative expenses generally consist of costs associated with the lease of our office space, investor relations, licenses and fees, depreciation, insurance, office supplies and other miscellaneous expenses.



24


Assets Under Management
Assets under management ("AUM") increased $3.1 billion to $23.1 billion at June 30, 2015 compared with $20.0 billion at June 30, 2014. The average of beginning and ending assets under management for the second quarter of 2015 was $22.4 billion compared to $19.6 billion for the second quarter of 2014, an increase of 14%.
The following table displays assets under management as of June 30, 2015 and 2014:
 
 
 
 
 
 
% Change
 
 
 
 
June 30, 2015
 
 
As of June 30,
 
vs.
 
 
2015
 
2014
 
June 30, 2014
 
 
(in millions)
 
 
Institutional
 
$
13,203

 
$
12,705

 
4
%
Private Wealth(2)
 
5,638

 
4,021

 
40

Mutual Funds
 
4,283

 
3,290

 
30

Total Assets Under Management(1) (2)
 
$
23,124

 
$
20,016

 
16
%
________________
(1)
AUM excludes approximately $687 million of assets under advisement ("AUA") as of June 30, 2015 related to our global convertibles strategy and other model portfolios, for which we currently provide consulting advice but for which we do not have direct discretionary investment authority. AUM excludes approximately $247 million of AUA as of June 30, 2014 related to model portfolios, for which we currently provide consulting advice but for which we do not have direct discretionary investment authority.
(2)
Due to an immaterial error relating to the aggregation of Private Wealth AUM, AUM was overstated, and AUA was understated, for certain prior periods. Adjustments to correct the immaterial error have been made in this report. Specifically, previously-reported AUM as of June 30, 2014 was overstated by $86.0 million and has been adjusted in the above schedule accordingly. The correction to AUM as of June 30, 2014 represents a 2% adjustment to Private Wealth AUM and less than a 1% adjustment to Total AUM as previously reported as of such date.

Institutional includes separate accounts of corporate pension and profit sharing plans, public employee retirement funds, Taft Hartley plans, endowments, foundations and individuals; subadvisory relationships where Westwood provides investment management services for funds offered by other financial institutions; pooled investment vehicles, including UCITS funds and collective investment trusts; and managed account relationships with brokerage firms and other registered investment advisors that offer Westwood products to their customers.
Private Wealth includes assets for which Westwood Trust provides trust and custodial services and participation in common trust funds that it sponsors to institutions and high net worth individuals pursuant to trust or agency agreements and assets for which Westwood Management provides advisory services in ten limited liability companies to high net worth individuals. Investment subadvisory services are provided for the common trust funds by Westwood Management, Westwood International and external, unaffiliated subadvisors. For certain assets in this category, Westwood Trust currently provides limited custody services for a minimal or no fee, but views these assets as potentially converting to fee-generating managed assets in the future. As an example, some assets in this category consist of low-basis stock currently being held in custody for clients, but we believe there is potential for these assets to convert to fee-generating managed assets during an inter-generational transfer of wealth at a future date.
Mutual Funds include the Westwood Funds®, a family of mutual funds for which Westwood Management serves as advisor.



25


Roll-Forward of Assets Under Management
 
($ millions)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2015
 
2014(1)
 
2015
 
2014(1)
Institutional
 
 
 
 
 
 
 
 
Beginning of period assets
 
$
13,458

 
$
12,091

 
$
12,471

 
$
12,139

Inflows
 
130

 
559

 
1,370

 
979

Outflows
 
(449
)
 
(601
)
 
(976
)
 
(1,397
)
Net flows
 
(319
)
 
(42
)
 
394

 
(418
)
Market appreciation/(depreciation)
 
64

 
656

 
338

 
984

Net change
 
(255
)
 
614

 
732

 
566

End of period assets
 
13,203

 
12,705

 
13,203

 
12,705

Private Wealth
 
 
 
 
 
 
 
 
Beginning of period assets
 
4,025

 
3,895

 
4,057

 
3,938

Inflows
 
213

 
115

 
284

 
175

Outflows
 
(170
)
 
(141
)
 
(348
)
 
(252
)
Net flows
 
43

 
(26
)
 
(64
)
 
(77
)
Acquisition related
 
1,583

 

 
1,583

 

Market appreciation/(depreciation)
 
(13
)
 
152

 
62

 
160

Net change
 
1,613

 
126

 
1,581

 
83

End of period assets
 
5,638

 
4,021

 
5,638

 
4,021

Mutual Funds
 
 
 
 
 
 
 
 
Beginning of period assets
 
4,239

 
3,012

 
3,722

 
2,784

Inflows