Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 16, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | WESTWOOD HOLDINGS GROUP INC | |
Entity Central Index Key | 1,165,002 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 8,613,907 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash and cash equivalents | $ 23,883 | $ 18,131 |
Accounts receivable | 19,997 | 14,540 |
Investments, at fair value | 56,457 | 79,620 |
Deferred income taxes | 6,634 | 4,060 |
Other current assets | 2,309 | 2,413 |
Total current assets | 109,280 | 118,764 |
Goodwill | 25,091 | 11,255 |
Deferred income taxes | 3,066 | 3,792 |
Intangible assets, net | 25,866 | 3,430 |
Property and equipment, net of accumulated depreciation of $3,030 and $2,720 | 2,914 | 2,633 |
Total assets | 166,217 | 139,874 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 2,634 | 2,334 |
Dividends payable | 5,060 | 4,868 |
Compensation and benefits payable | 15,449 | 18,504 |
Contingent consideration | 9,102 | 0 |
Income taxes payable | 1,305 | 1,498 |
Total current liabilities | 33,550 | 27,204 |
Accrued dividends | 1,392 | 1,450 |
Deferred rent | 1,138 | 1,213 |
Total liabilities | $ 36,080 | $ 29,867 |
Commitments and contingencies | ||
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 | 139,874 | 119,859 |
Treasury stock, at cost - 813,806 shares at June 30, 2015; 701,795 shares at December 31, 2014 | (35,976) | (29,028) |
Accumulated other comprehensive loss | (3,772) | (1,231) |
Retained earnings | 29,917 | 20,317 |
Total stockholders' equity | 130,137 | 110,007 |
Total liabilities and stockholders' equity | $ 166,217 | $ 139,874 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Property and equipment, accumulated depreciation | $ 3,293 | $ 2,720 |
Common stock, par value (dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 9,428,773 | 9,010,255 |
Common stock, shares outstanding | 8,614,207 | 8,308,460 |
Treasury stock, shares | 814,566 | 701,795 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Advisory fees | ||||
Asset based | $ 24,940 | $ 22,857 | $ 76,327 | $ 65,341 |
Performance based | 0 | 0 | 2,206 | 3,806 |
Trust fees | 7,973 | 5,282 | 21,044 | 15,461 |
Other, net | (462) | (17) | (207) | 368 |
Total revenues | 32,451 | 28,122 | 99,370 | 84,976 |
EXPENSES: | ||||
Employee compensation and benefits | 15,686 | 13,309 | 47,507 | 39,026 |
Sales and marketing | 419 | 430 | 1,310 | 1,092 |
Westwood mutual funds | 865 | 591 | 2,593 | 1,965 |
Information technology | 1,626 | 807 | 4,085 | 2,536 |
Professional services | 1,178 | 983 | 4,281 | 3,554 |
General and administrative | 2,175 | 1,410 | 5,962 | 4,242 |
Total expenses | 21,949 | 17,530 | 65,738 | 52,415 |
Income before income taxes | 10,502 | 10,592 | 33,632 | 32,561 |
Provision for income taxes | 3,489 | 3,474 | 11,214 | 11,290 |
Net income | 7,013 | 7,118 | 22,418 | 21,271 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (1,386) | (578) | (2,541) | (600) |
Total comprehensive income | $ 5,627 | $ 6,540 | $ 19,877 | $ 20,671 |
Earnings per share: | ||||
Basic (dollars per share) | $ 0.90 | $ 0.95 | $ 2.90 | $ 2.83 |
Diluted (dollars per share) | $ 0.87 | $ 0.92 | $ 2.78 | $ 2.73 |
Weighted average shares outstanding: | ||||
Basic (shares) | 7,808,239 | 7,525,489 | 7,737,608 | 7,507,937 |
Diluted (shares) | 8,037,080 | 7,734,309 | 8,076,055 | 7,801,073 |
Cash dividends declared per share (dollars per share) | $ 0.50 | $ 0.44 | $ 1.50 | $ 1.32 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Total | Common Stock, Par | Additional Paid-In Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Retained Earnings |
BALANCE at Dec. 31, 2014 | $ 110,007 | $ 90 | $ 119,859 | $ (29,028) | $ (1,231) | $ 20,317 |
BALANCE, shares at Dec. 31, 2014 | 8,308,460 | 8,308,460 | ||||
Net income | $ 22,418 | 22,418 | ||||
Other comprehensive loss | (2,541) | (2,541) | ||||
Issuance of common stock | 5,292 | $ 1 | 5,291 | |||
Issuance of common stock, shares | 109,712 | |||||
Issuance of restricted stock, net of forfeitures | 0 | $ 3 | (3) | |||
Issuance of restricted stock, net of forfeitures, shares | 308,806 | |||||
Dividends declared | (12,818) | (12,818) | ||||
Stock based compensation expense | 12,560 | 12,560 | ||||
Reclassification of compensation liability to be paid in shares | 338 | 338 | ||||
Tax benefit related to stock based compensation | 1,829 | 1,829 | ||||
Purchases of treasury stock | (1,327) | (1,327) | ||||
Purchases of treasury stock, shares | (21,818) | |||||
Restricted stock returned for payment of taxes | (5,621) | (5,621) | ||||
Restricted stock returned for payment of taxes, shares | (90,953) | |||||
BALANCE at Sep. 30, 2015 | $ 130,137 | $ 94 | $ 139,874 | $ (35,976) | $ (3,772) | $ 29,917 |
BALANCE, shares at Sep. 30, 2015 | 8,614,207 | 8,614,207 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 22,418 | $ 21,271 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 606 | 436 |
Amortization of intangible assets | 951 | 270 |
Unrealized gains on trading investments | 484 | (29) |
Stock based compensation expense | 12,560 | 10,103 |
Deferred income taxes | (1,923) | (4,227) |
Excess tax benefits from stock based compensation | (1,432) | (1,850) |
Net sales of investments - trading securities | 22,679 | (8,528) |
Other Operating Activities, Cash Flow Statement | (3) | 0 |
Change in operating assets and liabilities: | ||
Accounts receivable | (5,332) | 478 |
Other current assets | 236 | 367 |
Accounts payable and accrued liabilities | 537 | 10 |
Compensation and benefits payable | (2,052) | (3,887) |
Income taxes payable | 1,899 | 6,496 |
Other liabilities | (28) | (42) |
Net cash provided by operating activities | 51,600 | 20,868 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (704) | (337) |
Acquisition of Woodway, net of cash acquired | (24,133) | 0 |
Net cash used in investing activities | (24,837) | (337) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Purchases of treasury stock | (1,327) | (669) |
Restricted stock returned for payment of taxes | (5,621) | (5,190) |
Excess tax benefits from stock based compensation | 1,432 | 1,850 |
Cash dividends | (13,065) | (10,637) |
Net cash used in financing activities | (18,581) | (14,646) |
Effect of currency rate changes on cash | (2,430) | (264) |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 5,752 | 5,621 |
Cash and cash equivalents, beginning of period | 18,131 | 10,864 |
Cash and cash equivalents, end of period | 23,883 | 16,485 |
Supplemental cash flow information: | ||
Cash paid during the period for income taxes | 11,664 | 9,073 |
Common stock issued for acquisition | $ 5,292 | 0 |
Non-cash accrued contingent consideration | $ 0 |
DESCRIPTION OF THE BUSINESS
DESCRIPTION OF THE BUSINESS | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF THE BUSINESS | 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) $30.6 million in cash and stock, as described below, and (ii) contingent consideration equal to the annualized revenue from the post-closing business of Woodway for the twelve-month period ending March 31, 2016 (the “Earn-Out Period”), adjusted for certain clients or accounts that have terminated, and capped at $15 million (the “Earn-Out Amount”). The preliminary estimated Merger consideration of $39.7 million consisted of (i) closing date consideration of $25.3 million paid in cash and the issuance of 109,712 shares of Westwood common stock, valued at $5.3 million (discounted from $6.7 million due to certain required holding periods), and (ii) preliminary estimated contingent consideration of $9.1 million , based on estimates and assumptions as of the closing date of the acquisition, to be paid after the Earn-Out Period. The acquired assets were deemed to constitute a business in a transaction using the purchase method of accounting for business combinations. Accordingly, the purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values as of the acquisition date. See further discussion of the acquisition of Woodway in Note 6 “Acquisitions, Goodwill and Other Intangible Assets.” |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 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 306 anti-dilutive restricted shares for the three months ended September 30, 2015 and no anti-dilutive shares for the three months ended September 30, 2014 . There were approximately 4,750 and 5,400 anti-dilutive restricted shares for the nine months ended September 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net income $ 7,013 $ 7,118 $ 22,418 $ 21,271 Weighted average shares outstanding - basic 7,808,239 7,525,489 7,737,608 7,507,937 Dilutive potential shares from unvested restricted shares 185,139 208,820 316,253 293,136 Dilutive potential shares from contingent consideration 43,702 — 22,194 — Weighted average shares outstanding - diluted 8,037,080 7,734,309 8,076,055 7,801,073 Earnings per share: Basic $ 0.90 $ 0.95 $ 2.90 $ 2.83 Diluted $ 0.87 $ 0.92 $ 2.78 $ 2.73 |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Sep. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | 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 September 30, 2015: U.S. Government and Government agency obligations $ 36,747 $ 38 $ — $ 36,785 Money market funds 7,513 — — 7,513 Equity funds 12,549 154 (544 ) 12,159 Marketable securities $ 56,809 $ 192 $ (544 ) $ 56,457 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 September 30, 2015 and December 31, 2014 , $10.7 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.” |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 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, the UCITS fund and Westwood Trust common trust fund shares, equals their fair value based on prices quoted in active markets and, with respect to common trust 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 – significant unobservable inputs where there is little or no market activity 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 September 30, 2015: Investments in securities: Trading $ 53,356 $ 3,101 $ — $ 56,457 Contingent consideration — — (9,102 ) (9,102 ) Total financial instruments $ 53,356 $ 3,101 $ (9,102 ) $ 47,355 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 September 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 preliminarily estimated that the Earn-Out Amount would be $9.3 million , based on then existing facts and circumstances. During the third quarter of 2015, the Company revised its preliminary estimate of the acquisition date Earn-Out Amount to $9.1 million . 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 Weighted Average Growth Rate Discounted Cash Flow Discount rate 6.0% AUM growth rate (10.0)% to 10.0% 1.2% 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 9,102 Ending balance, September 30, 2015 $ 9,102 |
ACQUISITIONS, GOODWILL AND OTHE
ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS | ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS Acquisition of Woodway Financial Advisors Westwood completed the acquisition of Woodway on April 1, 2015. The total Merger consideration consisted of (i) $30.6 million in cash and stock, as described below, and (ii) contingent consideration equal to the annualized revenue from the post-closing business of Woodway for the twelve-month period ending March 31, 2016 (the “Earn-Out Period”), adjusted for certain clients or accounts that have terminated, and capped at $15 million (the “Earn-Out Amount”). The Earn-Out Amount will be paid 54.84% in cash and 45.16% in shares of Westwood’s common stock, valued using the average closing price during the last 30 calendar days of the Earn-Out Period. In relation to the Merger, Westwood entered into employment agreements with certain Woodway employees, which, among other things, provided for specified compensation and benefits for the related employees. The preliminary estimated Merger consideration of $39.7 million consisted of (i) closing date consideration of $25.3 million paid in cash and issuance of 109,712 shares of Westwood common stock, valued at $5.3 million (discounted from $6.7 million due to certain required holding periods), and (ii) preliminary estimated contingent consideration of $9.1 million , based on estimates and assumptions on the closing date of the acquisition, to be paid no later than 75 calendar days after the last day of the Earn-Out Period. The estimated fair value of the Earn-Out Amount was determined by using overall revenue growth projections combined with existing customer base lost revenue projections, both discounted and probability-weighted. The fair value measurement of the Earn-Out Amount was based primarily on significant inputs not observable in the market and thus represents a level 3 measurement as defined in ASC 820. See further discussion in Note 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 September 30, 2015 , estimated consideration of $39.7 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) 13,836 Identifiable intangibles (ii) 23,387 Property and equipment 197 Accounts payable and accrued liabilities (61 ) Income tax payable (20 ) Preliminary purchase price $ 39,733 _________________ (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 Client relationships $ 22,313 20 years Non-compete agreements 257 3 years Trade name 817 5 years At the time of the acquisition, the Company believed that its enhanced market position and future growth potential were the primary factors that contributed to a total purchase price that resulted in the recognition of goodwill. As of September 30, 2015 , $4.7 million of the goodwill arising from the acquisition is expected to be deductible for tax purposes. We incurred transaction costs of $1.1 million related to the Woodway acquisition, of which $732,000 are included in “Professional services” on our condensed consolidated statements of comprehensive income for the nine months ended September 30, 2015 . Our consolidated results for the three months ended September 30, 2015 included Total revenues and Net income attributable to Woodway of $2.5 million and $1.0 million , respectively. Our consolidated results for the nine months ended September 30, 2015 included Total revenues and Net income attributable to Woodway of $5.2 million and $1.5 million , respectively. Pro Forma Financial Information The following unaudited pro forma results of operations for the three and nine months ended September 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) (in thousands) Total revenues $ 32,451 $ 30,788 $ 102,063 $ 92,772 Net income $ 7,013 $ 7,433 $ 23,409 $ 22,538 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 (1) 13,836 Balance, September 30, 2015 $ 25,091 (1) The $13.8 million of goodwill acquired through the acquisition of Woodway is entirely attributable to the Trust segment. Goodwill is not amortized but is tested for impairment at least annually. We completed our annual goodwill impairment assessment during the third quarter of 2015 and determined that no impairment loss was required. No impairments were recorded during the three or nine months ended September 30, 2015 or 2014 . 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 September 30, 2015 and December 31, 2014 (in thousands, except years): Weighted Average Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount September 30, 2015 Client relationships 18.9 $ 27,318 $ (2,401 ) $ 24,917 Trade names 4.3 1,073 (338 ) 735 Non-compete agreements 2.9 283 (69 ) 214 Total $ 28,674 $ (2,808 ) $ 25,866 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. There have been no impairments on intangible assets recorded during the three or nine months ended September 30, 2015 or 2014 . Estimated annual amortization for these intangible assets over the next five years is as follows (in thousands): For the year ending December 31, 2015 $ 1,382 2016 1,723 2017 1,723 2018 1,659 2019 1,638 |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BALANCE SHEET COMPONENTS | BALANCE SHEET COMPONENTS Property and Equipment The following table reflects information about our property and equipment as of September 30, 2015 and December 31, 2014 (in thousands): As of September 30, 2015 As of December 31, 2014 Leasehold improvements $ 2,109 $ 2,274 Furniture and fixtures 1,810 1,516 Computer hardware and office equipment 2,066 1,563 Construction in progress 222 — Accumulated depreciation (3,293 ) (2,720 ) Net property and equipment $ 2,914 $ 2,633 Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss were as follows (in thousands): As of September 30, 2015 As of December 31, 2014 Foreign currency translation adjustment $ (3,772 ) $ (1,231 ) Accumulated other comprehensive loss $ (3,772 ) $ (1,231 ) |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 9 Months Ended |
Sep. 30, 2015 | |
Variable Interest Entities [Abstract] | |
VARIABLE INTEREST ENTITIES | 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 September 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 $14.0 million and $13.8 million for the three months ended September 30, 2015 and 2014 , respectively, and $43.3 million and $36.3 million for the nine months ended September 30, 2015 and 2014 , respectively. The following table displays assets under management, corporate capital invested and risk of loss in each vehicle (in millions): As of September 30, 2015 Assets Corporate Amount at Risk VIEs: Westwood Funds® $ 3,841 $ 6 $ 6 Common Trust Funds 2,201 3 3 Collective Investment Trusts 270 — — LLCs 131 — — UCITS Fund 661 2 2 VIE totals 7,104 Private Wealth 2,914 Institutional 10,357 Total AUM $ 20,375 |
LONG-TERM INCENTIVE COMPENSATIO
LONG-TERM INCENTIVE COMPENSATION | 9 Months Ended |
Sep. 30, 2015 | |
Employee Benefits and Share-based Compensation [Abstract] | |
LONG-TERM INCENTIVE COMPENSATION | 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 September 30, 2015 , approximately 675,000 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 ( $7.5 million in U.S. Dollars using the exchange rate on September 30, 2015 ) may be funded to the Plan Trustee for purchases of common stock with respect to awards granted under the Canadian Plan. At September 30, 2015 , approximately $6.8 million CDN ( $5.1 million in U.S. Dollars using the exchange rate on September 30, 2015 ) remains available for issuance under the Canadian Plan, or approximately 93,496 shares based on the closing share price of our stock of $54.35 as of September 30, 2015 . During the first nine 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 September 30, 2015 , the trust holds 53,545 shares of Westwood common stock. As of September 30, 2015 , unrecognized compensation cost related to restricted stock grants under the Canadian Plan totaled $1.1 million , which we expect to recognize over a weighted-average period of 1.9 years. 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Service condition stock based compensation expense $ 2,550 $ 2,061 $ 6,953 $ 5,612 Performance condition stock based compensation expense 2,118 1,517 5,072 4,202 Stock based compensation expense under the Plan 4,668 3,578 12,025 9,814 Canada EB Plan stock based compensation expense 197 57 535 289 Total stock based compensation expense $ 4,865 $ 3,635 $ 12,560 $ 10,103 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 September 30, 2015 , there was approximately $26.0 million of unrecognized compensation cost for restricted stock grants under the Plan, which we expect to recognize over a weighted-average period of 2.3 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 nine months ended September 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 309,932 61.42 Vested (185,004 ) 40.78 Forfeited (36,126 ) 55.62 Non-vested, September 30, 2015 585,259 $ 56.93 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, and excludes start up, non-recurring and similar expense items, at the Compensation Committee’s discretion. Beginning 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 Non-vested, January 1, 2015 101,313 $ 58.59 Granted 101,313 61.29 Vested (101,313 ) 58.59 Forfeited — — Non-vested, September 30, 2015 101,313 $ 61.29 The above amounts as of September 30, 2015 do not include 118,939 non-vested restricted shares that potentially vest over performance years subsequent to 2015 inasmuch as the Compensation Committee has not set annual performance goals for later years 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 specific 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 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 three months ended September 30, 2015 and 2014 , we recorded expense of $149,000 and $342,000 , respectively, related to mutual fund share incentive awards. For the nine months ended September 30, 2015 and 2014 , we recorded expense of $879,000 and $652,000 , respectively, related to mutual fund share incentive awards. As of September 30, 2015 and December 31, 2014 , we had an accrued liability of $1.7 million and $844,000 , respectively, related to mutual fund incentive awards. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 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 September 30, 2015 or December 31, 2014 . For the three months ended September 30, 2015 and 2014 , we recorded trust fees from these accounts of $112,000 and $107,000 , respectively. For the nine months ended September 30, 2015 and 2014 , we recorded trust fees from these accounts of $334,000 and $303,000 , 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 September 30, 2015 and 2014 , the Company earned approximately $298,000 and $319,000 , respectively, in fees from the UCITS Fund. For the nine months ended September 30, 2015 and 2014 , the Company earned approximately $994,000 and $645,000 , respectively, in fees 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 an investment management agreement with Westwood International. As of September 30, 2015 and December 31, 2014 , $97,000 and $233,000 , respectively, of these fees were unpaid and included in “Accounts receivable” on our condensed consolidated balance sheets. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 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 will be completed 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, as well as 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 and cash flows. 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 September 30, 2015 and recorded a receivable of $448,000 and $210,000 as of September 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. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | 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. Advisory Trust Westwood Eliminations Consolidated (in thousands) Three Months Ended September 30, 2015 Net fee revenues from external sources $ 24,941 $ 7,972 $ — $ — $ 32,913 Net intersegment revenues 5,087 — — (5,087 ) — Net interest and dividend revenue 110 — — — 110 Other, net (577 ) 5 — — (572 ) Total revenues $ 29,561 $ 7,977 $ — $ (5,087 ) $ 32,451 Economic Earnings $ 11,961 $ 1,592 $ (1,119 ) $ — $ 12,434 Less: Restricted stock expense 4,865 Intangible amortization 400 Deferred taxes on goodwill 156 Net income $ 7,013 Segment assets $ 172,034 $ 57,967 $ 7,753 $ (71,537 ) $ 166,217 Segment goodwill $ 5,219 $ 19,872 $ — $ — $ 25,091 Three Months Ended September 30, 2014 Net fee revenues from external sources $ 22,857 $ 5,282 $ — $ — $ 28,139 Net intersegment revenues 3,493 — — (3,493 ) — Net interest and dividend revenue 42 — — — 42 Other, net (59 ) — — — (59 ) Total revenues $ 26,333 $ 5,282 $ — $ (3,493 ) $ 28,122 Economic Earnings $ 11,610 $ 514 $ (1,243 ) $ — $ 10,881 Less: Restricted stock expense 3,635 Intangible amortization 90 Deferred taxes on goodwill 38 Net income $ 7,118 Segment assets $ 141,030 $ 17,780 $ 7,819 $ (34,014 ) $ 132,615 Segment goodwill $ 5,219 $ 6,036 $ — $ — $ 11,255 Advisory Trust Westwood Eliminations Consolidated (in thousands) Nine Months Ended September 30, 2015 Net fee revenues from external sources $ 78,534 $ 21,043 $ — $ — $ 99,577 Net intersegment revenues 14,826 — — (14,826 ) — Net interest and dividend revenue 218 1 — — 219 Other (431 ) 5 — — (426 ) Total revenues $ 93,147 $ 21,049 $ — $ (14,826 ) $ 99,370 Economic Earnings $ 37,827 $ 3,405 $ (5,031 ) $ — $ 36,201 Less: Restricted stock expense 12,560 Intangible amortization 951 Deferred taxes on goodwill 272 Net income $ 22,418 Nine Months Ended September 30, 2014 Net fee revenues from external sources $ 69,147 $ 15,461 $ — $ — $ 84,608 Net intersegment revenues 10,157 — — (10,157 ) — Net interest and dividend revenue 207 1 — — 208 Other 159 1 — — 160 Total revenues $ 79,670 $ 15,463 $ — $ (10,157 ) $ 84,976 Economic Earnings $ 34,871 $ 1,341 $ (4,454 ) $ — $ 31,758 Less: Restricted stock expense 10,103 Intangible amortization 270 Deferred taxes on goodwill 114 Net income $ 21,271 We are providing a performance measure that we refer to as Economic Earnings. Both our management and Board of Directors review Economic Earnings to evaluate our ongoing performance, allocate resources and review the dividend policy. We also believe that this performance measure is useful for management and investors when evaluating our underlying operating and financial performance and our available resources. In calculating Economic Earnings, we add to net income the non-cash expense associated with equity-based compensation awards of restricted stock 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. The following tables provide a reconciliation of net income to Economic Earnings (in thousands, except per share and share amounts): Three Months Ended September 30, 2015 2014 Net Income $ 7,013 $ 7,118 Add: Stock based compensation expense 4,865 3,635 Add: Intangible amortization 400 90 Add: Tax benefit from goodwill amortization 156 38 Economic Earnings $ 12,434 $ 10,881 Diluted weighted average shares outstanding 8,037,080 7,734,309 Economic Earnings per share $ 1.55 $ 1.41 Nine Months Ended September 30, 2015 2014 Net Income $ 22,418 $ 21,271 Add: Stock based compensation expense 12,560 10,103 Add: Intangible amortization 951 270 Add: Tax benefit from goodwill amortization 272 114 Economic Earnings $ 36,201 $ 31,758 Diluted weighted average shares outstanding 8,076,055 7,801,073 Economic Earnings per share $ 4.48 $ 4.07 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Dividend Declared In October 2015, Westwood’s Board of Directors declared a quarterly cash dividend of $0.57 per common share, an increase of 14% from the previous quarterly dividend rate, payable on January 4, 2016 to stockholders of record on December 15, 2015 . |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 intercompany accounts and transactions have been eliminated upon consolidation. |
Business Combinations Policy [Policy Text Block] | Business Combinations In allocating the purchase price of a business combination, the Company records all assets acquired and liabilities assumed at fair value, with the excess of the purchase price over the aggregate fair values recorded as goodwill. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values as of the date of acquisition. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is allocated to goodwill. The Company determines the estimated fair values after review and consideration of relevant information, including discounted cash flows, quoted market prices and estimates made by management. The fair value assigned to identifiable intangible assets acquired is based on estimates and assumptions made by management at the time of the acquisition. The Company adjusts the preliminary purchase price allocation, as necessary, during the measurement period of up to one year after the acquisition closing date as it obtains more information as to facts and circumstances existing as of the acquisition date. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. The acquired customer accounts, trade names and non-compete agreements are subject to fair value measurements based primarily on significant inputs not observable in the market and thus represent level 3 measurements. The valuation of an acquired customer list utilizes an income approach, which provides an estimate of the fair value of an asset based on discounted cash flows and management estimates, including the estimated growth associated with existing clients, market growth and client attrition. The valuation of acquired trade names uses a relief from royalty method in which the fair value of the intangible asset is estimated to be the present value of royalties saved because the Company owns the intangible asset. Revenue projections and estimated useful lives are used in estimating the fair value of the trade names. The non-compete agreements are calculated using the with-or-without method, which utilizes the probability of these employees competing with the Company and revenue projections to calculate the valuation of non-competition agreements. When an acquisition includes future contingent consideration on achieving certain annualized revenue from the post-closing acquired business over a specified time period, the Company estimates the fair value of the earn-out using overall revenue growth projections combined with existing customer base lost revenue projections, both discounted and probability-weighted. A liability is recorded for the estimated fair value of the contingent consideration on the acquisition date, and the fair value of the contingent consideration is remeasured at each subsequent reporting period with any change in fair value recognized as income or expense within the consolidated statement of comprehensive income. |
Recent Accounting Pronouncements | 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 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, trade names and non-compete agreements are subject to fair value measurements based primarily on significant inputs not observable in the market and thus represent level 3 measurements. The valuation of an acquired customer list utilizes an income approach, which provides an estimate of the fair value of an asset based on discounted cash flows and management estimates, including the estimated growth associated with existing clients, market growth and client attrition. The valuation of acquired trade names uses a relief from royalty method in which the fair value of the intangible asset is estimated to be the present value of royalties saved because the Company owns the intangible asset. Revenue projections and estimated useful lives are used in estimating the fair value of the trade names. The non-compete agreements are calculated using the with-or-without method, which utilizes the probability of these employees competing with the Company and revenue projections to calculate the valuation of non-competition agreements. When an acquisition includes future contingent consideration on achieving certain annualized revenue from the post-closing acquired business over a specified time period, the Company estimates the fair value of the earn-out using overall revenue growth projections combined with existing customer base lost revenue projections, both discounted and probability-weighted. A liability is recorded for the estimated fair value of the contingent consideration on the acquisition date, and the fair value of the contingent consideration is remeasured at each subsequent reporting period with any change in fair value recognized as income or expense within the consolidated statement of comprehensive income. Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which resulted from a joint project by the FASB and the International Accounting Standards Board to clarify the principles for recognizing revenue and to develop a common revenue standard for 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. In August 2015, in order to amend the effective date of ASU 2014-09, the FASB issued ASU 2015-14, Revenue from Contracts with Customers – Deferral of the Effective Date. Under the amendment, the effective date of ASU 2014-09 has been extended by one year for all entities. For public entities, the ASU will be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. We are currently evaluating the impact that the application will have on our consolidated financial statements and disclosures and expect to adopt the new standard within the required time frame. In January 2015, the FASB issued ASU 2015-01, 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 2015-01 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 2015-02, Consolidation – Amendments to the Consolidation Analysis . This amendment modifies the analysis required to evaluate whether certain legal entities should be consolidated, including variable interest entities. This amendment changes the evaluation of fee arrangements and related party transactions when determining whether to consolidate a variable interest entity. The amendment is effective for annual reporting periods beginning after December 15, 2016 and for interim periods within reporting periods beginning after December 15, 2017, although early adoption is permitted. We are currently evaluating the impact that the application of ASU 2015-02 will have on our consolidated financial statements and disclosures. In April 2015, the FASB issued ASU 2015-05, Intangibles – Goodwill and Other – Internal-Use Software . This amendment provides guidance about whether a cloud computing arrangement includes a software license. The new guidance clarifies that software licenses included in a cloud computing software should be accounted for in the same manner as other software licenses. If the cloud computing arrangement does not include a software license, the arrangement should be accounted for as a service contract. This amendment is effective for annual reporting periods, including interim periods within those periods, beginning after December 15, 2015, with early adoption permitted. We have elected to early adopt this amendment in the current fiscal year, which did not have a material impact on our consolidated financial statements. In May 2015, the FASB issued ASU 2015-07, Fair Value Measurements – Disclosures for Certain Entities that Calculate Net Asset Value per Share . This amendment updates guidance intended to eliminate the diversity in practice surrounding how investments measured at net asset value under the practical expedient with future redemption dates have been categorized in the fair value hierarchy. Under the updated guidance, investments for which fair value is measured at net asset value per share using the practical expedient should no longer be categorized in the fair value hierarchy. The updated guidance requires retrospective adoption for all periods presented and is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. Except for the disclosure requirements, we do not expect the adoption of this guidance to impact our consolidated financial statements. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805) - Simplifying the Accounting for Measurement-Period Adjustments. The amendment applies to entities that have reported provisional amounts related to a business combination for which the accounting is incomplete by the end of the reporting period and have an adjustment to provisional amounts previously recognized during a later measurement period. Changes in provisional amounts recorded for acquired assets and liabilities are to be adjusted in the period the adjustment is known, with a corresponding adjustment booked to goodwill. The acquirer is no longer required to revise comparative information from prior years for the effect of changes in provisional amounts. For public business entities, the amendment is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years, with early adoption permitted. We have elected to early adopt this amendment in the current fiscal year. This amendment may impact our disclosure of the Woodway acquisition, should we adjust the fair value of the acquired assets and liabilities during the year ended December 31, 2016. |
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. |
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, the UCITS fund and Westwood Trust common trust fund shares, equals their fair value based on prices quoted in active markets and, with respect to common trust 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 – significant unobservable inputs where there is little or no market activity |
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. |
Restricted Stock Subject Only to a Service Condition | 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. |
Restricted Stock Subject to Service and Performance Conditions | 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, and excludes start up, non-recurring and similar expense items, at the Compensation Committee’s discretion. Beginning 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. |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net income $ 7,013 $ 7,118 $ 22,418 $ 21,271 Weighted average shares outstanding - basic 7,808,239 7,525,489 7,737,608 7,507,937 Dilutive potential shares from unvested restricted shares 185,139 208,820 316,253 293,136 Dilutive potential shares from contingent consideration 43,702 — 22,194 — Weighted average shares outstanding - diluted 8,037,080 7,734,309 8,076,055 7,801,073 Earnings per share: Basic $ 0.90 $ 0.95 $ 2.90 $ 2.83 Diluted $ 0.87 $ 0.92 $ 2.78 $ 2.73 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment Balances | 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 September 30, 2015: U.S. Government and Government agency obligations $ 36,747 $ 38 $ — $ 36,785 Money market funds 7,513 — — 7,513 Equity funds 12,549 154 (544 ) 12,159 Marketable securities $ 56,809 $ 192 $ (544 ) $ 56,457 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 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Inputs, Liabilities, Quantitative Information [Table Text Block] | 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 Weighted Average Growth Rate Discounted Cash Flow Discount rate 6.0% AUM growth rate (10.0)% to 10.0% 1.2% |
Values of Assets Within Fair Value Hierarchy | 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 September 30, 2015: Investments in securities: Trading $ 53,356 $ 3,101 $ — $ 56,457 Contingent consideration — — (9,102 ) (9,102 ) Total financial instruments $ 53,356 $ 3,101 $ (9,102 ) $ 47,355 As of December 31, 2014: Investments in securities: Trading $ 77,327 $ 2,293 $ — $ 79,620 Total financial instruments $ 77,327 $ 2,293 $ — $ 79,620 |
Reconciliation of Beginning and Ending Balances of Items Measured at Fair Value | 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 9,102 Ending balance, September 30, 2015 $ 9,102 |
ACQUISITIONS, GOODWILL AND OT23
ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | 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) 13,836 Identifiable intangibles (ii) 23,387 Property and equipment 197 Accounts payable and accrued liabilities (61 ) Income tax payable (20 ) Preliminary purchase price $ 39,733 _________________ (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 Client relationships $ 22,313 20 years Non-compete agreements 257 3 years Trade name 817 5 years |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following is a summary of intangible assets at September 30, 2015 and December 31, 2014 (in thousands, except years): Weighted Average Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount September 30, 2015 Client relationships 18.9 $ 27,318 $ (2,401 ) $ 24,917 Trade names 4.3 1,073 (338 ) 735 Non-compete agreements 2.9 283 (69 ) 214 Total $ 28,674 $ (2,808 ) $ 25,866 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 |
Business Acquisition, Pro Forma Information | 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) (in thousands) Total revenues $ 32,451 $ 30,788 $ 102,063 $ 92,772 Net income $ 7,013 $ 7,433 $ 23,409 $ 22,538 |
Changes in 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 (1) 13,836 Balance, September 30, 2015 $ 25,091 |
Estimated Amortization Expense for Intangible Assets over the Next Five Years | Estimated annual amortization for these intangible assets over the next five years is as follows (in thousands): For the year ending December 31, 2015 $ 1,382 2016 1,723 2017 1,723 2018 1,659 2019 1,638 |
Woodway Financial Advisors | |
Finite-Lived Intangible Assets [Line Items] | |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The fair value of the acquired identifiable intangibles consists of (in thousands, except useful lives): Estimated Useful Lives Client relationships $ 22,313 20 years Non-compete agreements 257 3 years Trade name 817 5 years |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Property and Equipment | The following table reflects information about our property and equipment as of September 30, 2015 and December 31, 2014 (in thousands): As of September 30, 2015 As of December 31, 2014 Leasehold improvements $ 2,109 $ 2,274 Furniture and fixtures 1,810 1,516 Computer hardware and office equipment 2,066 1,563 Construction in progress 222 — Accumulated depreciation (3,293 ) (2,720 ) Net property and equipment $ 2,914 $ 2,633 |
Components of Accumulated Other Comprehensive Loss | The components of accumulated other comprehensive loss were as follows (in thousands): As of September 30, 2015 As of December 31, 2014 Foreign currency translation adjustment $ (3,772 ) $ (1,231 ) Accumulated other comprehensive loss $ (3,772 ) $ (1,231 ) |
VARIABLE INTEREST ENTITIES (Tab
VARIABLE INTEREST ENTITIES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | The following table displays assets under management, corporate capital invested and risk of loss in each vehicle (in millions): As of September 30, 2015 Assets Corporate Amount at Risk VIEs: Westwood Funds® $ 3,841 $ 6 $ 6 Common Trust Funds 2,201 3 3 Collective Investment Trusts 270 — — LLCs 131 — — UCITS Fund 661 2 2 VIE totals 7,104 Private Wealth 2,914 Institutional 10,357 Total AUM $ 20,375 |
LONG-TERM INCENTIVE COMPENSAT26
LONG-TERM INCENTIVE COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Total Expense Recorded for Stock Based Compensation | 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Service condition stock based compensation expense $ 2,550 $ 2,061 $ 6,953 $ 5,612 Performance condition stock based compensation expense 2,118 1,517 5,072 4,202 Stock based compensation expense under the Plan 4,668 3,578 12,025 9,814 Canada EB Plan stock based compensation expense 197 57 535 289 Total stock based compensation expense $ 4,865 $ 3,635 $ 12,560 $ 10,103 |
Restricted Stock Subject Only to a Service Condition | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Status and Changes in Restricted Stock Grants that Subject to Service Condition | The following table details the status and changes in our restricted stock grants subject only to a service condition for the nine months ended September 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 309,932 61.42 Vested (185,004 ) 40.78 Forfeited (36,126 ) 55.62 Non-vested, September 30, 2015 585,259 $ 56.93 |
Restricted Shares Subject to Service and Performance Conditions | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Status and Changes in Restricted Stock Grants that Subject to Service Condition | 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, and excludes start up, non-recurring and similar expense items, at the Compensation Committee’s discretion. Beginning 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 Non-vested, January 1, 2015 101,313 $ 58.59 Granted 101,313 61.29 Vested (101,313 ) 58.59 Forfeited — — Non-vested, September 30, 2015 101,313 $ 61.29 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Intersegment Balances | Advisory Trust Westwood Eliminations Consolidated (in thousands) Three Months Ended September 30, 2015 Net fee revenues from external sources $ 24,941 $ 7,972 $ — $ — $ 32,913 Net intersegment revenues 5,087 — — (5,087 ) — Net interest and dividend revenue 110 — — — 110 Other, net (577 ) 5 — — (572 ) Total revenues $ 29,561 $ 7,977 $ — $ (5,087 ) $ 32,451 Economic Earnings $ 11,961 $ 1,592 $ (1,119 ) $ — $ 12,434 Less: Restricted stock expense 4,865 Intangible amortization 400 Deferred taxes on goodwill 156 Net income $ 7,013 Segment assets $ 172,034 $ 57,967 $ 7,753 $ (71,537 ) $ 166,217 Segment goodwill $ 5,219 $ 19,872 $ — $ — $ 25,091 Three Months Ended September 30, 2014 Net fee revenues from external sources $ 22,857 $ 5,282 $ — $ — $ 28,139 Net intersegment revenues 3,493 — — (3,493 ) — Net interest and dividend revenue 42 — — — 42 Other, net (59 ) — — — (59 ) Total revenues $ 26,333 $ 5,282 $ — $ (3,493 ) $ 28,122 Economic Earnings $ 11,610 $ 514 $ (1,243 ) $ — $ 10,881 Less: Restricted stock expense 3,635 Intangible amortization 90 Deferred taxes on goodwill 38 Net income $ 7,118 Segment assets $ 141,030 $ 17,780 $ 7,819 $ (34,014 ) $ 132,615 Segment goodwill $ 5,219 $ 6,036 $ — $ — $ 11,255 Advisory Trust Westwood Eliminations Consolidated (in thousands) Nine Months Ended September 30, 2015 Net fee revenues from external sources $ 78,534 $ 21,043 $ — $ — $ 99,577 Net intersegment revenues 14,826 — — (14,826 ) — Net interest and dividend revenue 218 1 — — 219 Other (431 ) 5 — — (426 ) Total revenues $ 93,147 $ 21,049 $ — $ (14,826 ) $ 99,370 Economic Earnings $ 37,827 $ 3,405 $ (5,031 ) $ — $ 36,201 Less: Restricted stock expense 12,560 Intangible amortization 951 Deferred taxes on goodwill 272 Net income $ 22,418 Nine Months Ended September 30, 2014 Net fee revenues from external sources $ 69,147 $ 15,461 $ — $ — $ 84,608 Net intersegment revenues 10,157 — — (10,157 ) — Net interest and dividend revenue 207 1 — — 208 Other 159 1 — — 160 Total revenues $ 79,670 $ 15,463 $ — $ (10,157 ) $ 84,976 Economic Earnings $ 34,871 $ 1,341 $ (4,454 ) $ — $ 31,758 Less: Restricted stock expense 10,103 Intangible amortization 270 Deferred taxes on goodwill 114 Net income $ 21,271 |
DESCRIPTION OF THE BUSINESS (De
DESCRIPTION OF THE BUSINESS (Details Textual) - USD ($) | Apr. 01, 2015 | Jan. 15, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Date of incorporation | Dec. 12, 2001 | ||||
Value after discount of common stock issued | $ 5,292,000 | $ 0 | |||
Contingent consideration | 9,102,000 | ||||
Woodway Financial Advisors | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Date of acquisition agreement | Jan. 15, 2015 | ||||
Assets under management | $ 1,600,000,000 | ||||
Acquisition date of completion | Apr. 1, 2015 | ||||
Cash and stock consideration transferred | $ 31,000,000 | ||||
Maximum earn-out amount | 15,000,000 | ||||
Consideration transferred | 39,700,000 | ||||
Cash payment | $ 25,300,000 | ||||
Common stock issued, shares | 109,712 | ||||
Value after discount of common stock issued | $ 5,300,000 | ||||
Value of common stock issued | 6,700,000 | ||||
Contingent consideration | $ 9,300,000 | $ 9,100,000 |
EARNINGS PER SHARE (Details Tex
EARNINGS PER SHARE (Details Textual) - shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Restricted Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive restricted shares | 306 | 4,750 | 5,400 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Computation of Basic and Diluted Shares | ||||
Net income | $ 7,013 | $ 7,118 | $ 22,418 | $ 21,271 |
Weighted average shares outstanding - basic (shares) | 7,808,239 | 7,525,489 | 7,737,608 | 7,507,937 |
Dilutive potential shares from unvested restricted shares (shares) | 208,820 | |||
Incremental Common Shares Attributable to Dilutive Effect of Contingently Issuable Shares | 43,702 | 22,194 | ||
Weighted average shares outstanding - diluted (shares) | 8,037,080 | 7,734,309 | 8,076,055 | 7,801,073 |
Earnings per share: | ||||
Basic (dollars per share) | $ 0.90 | $ 0.95 | $ 2.90 | $ 2.83 |
Diluted (dollars per share) | $ 0.87 | $ 0.92 | $ 2.78 | $ 2.73 |
INVESTMENTS (Details)
INVESTMENTS (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Investment balances | ||
Cost | $ 56,809 | $ 79,488 |
Gross Unrealized Gains | 192 | 243 |
Gross Unrealized Losses | (544) | (111) |
Estimated Market Value | 56,457 | 79,620 |
U.S. Government and Government agency obligations | ||
Investment balances | ||
Cost | 36,747 | 66,761 |
Gross Unrealized Gains | 38 | 20 |
Gross Unrealized Losses | 0 | (8) |
Estimated Market Value | 36,785 | 66,773 |
Money market funds | ||
Investment balances | ||
Cost | 7,513 | 8,250 |
Estimated Market Value | 7,513 | 8,250 |
Equity funds | ||
Investment balances | ||
Cost | 12,549 | 4,477 |
Gross Unrealized Gains | 154 | 223 |
Gross Unrealized Losses | (544) | (103) |
Estimated Market Value | $ 12,159 | $ 4,597 |
INVESTMENTS (Details Textual)
INVESTMENTS (Details Textual) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Schedule Of Investments [Line Items] | ||
Estimated Market Value | $ 56,457 | $ 79,620 |
VIE | ||
Schedule Of Investments [Line Items] | ||
Estimated Market Value | $ 10,700 | $ 4,600 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Investments in securities: | ||
Trading | $ 56,457 | $ 79,620 |
Contingent consideration | (9,102) | |
Fair Value, Net Asset (Liability) | 47,355 | 79,620 |
Level 1 | ||
Investments in securities: | ||
Trading | 53,356 | 77,327 |
Contingent consideration | 0 | |
Fair Value, Net Asset (Liability) | 53,356 | 77,327 |
Level 2 | ||
Investments in securities: | ||
Trading | 3,101 | 2,293 |
Contingent consideration | 0 | |
Fair Value, Net Asset (Liability) | 3,101 | 2,293 |
Level 3 | ||
Investments in securities: | ||
Trading | 0 | 0 |
Contingent consideration | (9,102) | |
Fair Value, Net Asset (Liability) | $ (9,102) | $ 0 |
FAIR VALUE MEASUREMENTS FAIR VA
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS (Details 2) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Apr. 01, 2015 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 9,102 | |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 9,102 | |
Contingent consideration | Fair value measurements recurring | Level 3 | Discounted Cash Flow | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Discount rate | 6.00% | |
AUM growth rate | 0.00% | |
Contingent consideration | Fair value measurements recurring | Level 3 | Discounted Cash Flow | Minimum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value Inputs, Long-term Revenue Growth Rate | (10.00%) | |
Contingent consideration | Fair value measurements recurring | Level 3 | Discounted Cash Flow | Maximum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value Inputs, Long-term Revenue Growth Rate | 10.00% | |
Woodway Financial Advisors | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 9,100 | $ 9,300 |
FAIR VALUE MEASUREMENTS FAIR 35
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS (Details 3) - Contingent consideration - Level 3 $ in Thousands | Sep. 30, 2015USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Beginning balance, December 31, 2014 | $ 0 |
Ending balance, June 30, 2015 | $ 9,102 |
ACQUISITIONS, GOODWILL AND OT36
ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS (Details Textual) - USD ($) | Apr. 01, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Schedule Of Business Acquisitions Purchase Price Allocation [Line Items] | |||||
Value after discount of common stock issued | $ 5,292,000 | $ 0 | |||
Contingent consideration | $ 9,102,000 | 9,102,000 | |||
Professional services | 1,178,000 | $ 983,000 | 4,281,000 | 3,554,000 | |
Goodwill impairment loss | 0 | $ 0 | 0 | $ 0 | |
Woodway Financial Advisors | |||||
Schedule Of Business Acquisitions Purchase Price Allocation [Line Items] | |||||
Cash and stock consideration transferred | $ 31,000,000 | ||||
Maximum earn-out amount | $ 15,000,000 | ||||
Earn-out amount, percentage paid in cash | 54.84% | ||||
Earn-out amount, percentage paid in shares | 45.16% | ||||
Consideration transferred | $ 39,700,000 | ||||
Cash payment | $ 25,300,000 | ||||
Common stock issued, shares | 109,712 | ||||
Value after discount of common stock issued | $ 5,300,000 | ||||
Value of common stock issued | 6,700,000 | ||||
Contingent consideration | $ 9,300,000 | 9,100,000 | 9,100,000 | ||
Number of days after the last day of the Earn-Out Period | 75 days | ||||
Goodwill expected to be deductible for tax purposes | 4,700,000 | 4,700,000 | |||
Business acquisition, transaction costs | 1,100,000 | 1,100,000 | |||
Professional services | 732,000 | ||||
Revenue of acquiree since acquisition date | 2,500,000 | 5,200,000 | |||
Earnings of acquiree since acquisition date | $ 1,000,000 | $ 1,500,000 |
ACQUISITIONS, GOODWILL AND OT37
ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Apr. 01, 2015 | Dec. 31, 2014 | Sep. 30, 2014 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 25,091 | $ 11,255 | $ 11,255 | |
Woodway Financial Advisors | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 1,205 | |||
Accounts receivable | 936 | |||
Other current assets | 253 | |||
Goodwill | 13,836 | |||
Identifiable intangibles | 23,387 | |||
Property and equipment | 197 | |||
Accounts payable and accrued liabilities | (61) | |||
Income tax payable | (20) | |||
Preliminary purchase price | $ 39,733 |
ACQUISITIONS, GOODWILL AND OT38
ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS (Details 3) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Changes in goodwill | ||
Balance, December 31, 2014 | $ 11,255 | |
Balance, June 30, 2015 | $ 25,091 | $ 11,255 |
ACQUISITIONS, GOODWILL AND OT39
ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS (Details 4) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Summary of intangible assets | ||
Gross Carrying Amount | $ 28,674 | $ 5,287 |
Accumulated Amortization | (2,808) | (1,857) |
Net Carrying Amount | $ 25,866 | $ 3,430 |
Client relationships | ||
Summary of intangible assets | ||
Weighted Average Amortization Period (Years) | 18 years 10 months 24 days | 14 years 2 months 12 days |
Gross Carrying Amount | $ 27,318 | $ 5,005 |
Accumulated Amortization | (2,401) | (1,575) |
Net Carrying Amount | $ 24,917 | $ 3,430 |
Trade name | ||
Summary of intangible assets | ||
Weighted Average Amortization Period (Years) | 4 years 3 months 18 days | 2 years |
Gross Carrying Amount | $ 1,073 | $ 256 |
Accumulated Amortization | (338) | (256) |
Net Carrying Amount | $ 735 | $ 0 |
Non-compete agreements | ||
Summary of intangible assets | ||
Weighted Average Amortization Period (Years) | 2 years 10 months 24 days | 2 years 3 months 18 days |
Gross Carrying Amount | $ 283 | $ 26 |
Accumulated Amortization | (69) | (26) |
Net Carrying Amount | $ 214 | $ 0 |
ACQUISITIONS, GOODWILL AND OT40
ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS (Details 5) $ in Thousands | Sep. 30, 2015USD ($) |
Estimated amortization expense for intangible assets for the next five years | |
2,015 | $ 1,382 |
2,016 | 1,723 |
2,017 | 1,723 |
2,018 | 1,659 |
2,019 | $ 1,638 |
BALANCE SHEET COMPONENTS (Detai
BALANCE SHEET COMPONENTS (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Property and equipment | ||
Accumulated depreciation | $ (3,293) | $ (2,720) |
Net property and equipment | 2,914 | 2,633 |
Leasehold improvements | ||
Property and equipment | ||
Property and equipment cost | 2,109 | 2,274 |
Furniture and fixtures | ||
Property and equipment | ||
Property and equipment cost | 1,810 | 1,516 |
Computer hardware and office equipment | ||
Property and equipment | ||
Property and equipment cost | 2,066 | 1,563 |
Construction in progress | ||
Property and equipment | ||
Property and equipment cost | $ 222 | $ 0 |
BALANCE SHEET COMPONENTS (Det42
BALANCE SHEET COMPONENTS (Details 1) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Components of accumulated other comprehensive loss | ||
Accumulated other comprehensive loss | $ (3,772) | $ (1,231) |
VARIABLE INTEREST ENTITIES (Det
VARIABLE INTEREST ENTITIES (Details Textual) € in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
May. 31, 2015USD ($)mutual_fund | Jan. 31, 2015USD ($) | Oct. 31, 2014EUR (€) | Oct. 31, 2014USD ($) | Jan. 31, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)Number_of_Limited_PartnershipNumber_of_Limited_Liability_Companies | Sep. 30, 2014USD ($) | |
Variable Interest Entity [Line Items] | |||||||||
Number of clients in which investment advisory services are provided | Number_of_Limited_Partnership | 2 | ||||||||
Number of limited liability companies in which some clients hold their investments | Number_of_Limited_Liability_Companies | 10 | ||||||||
New Westwood mutual funds | mutual_fund | 2 | ||||||||
Fee revenues from Westwood VIEs | $ 14 | $ 13.8 | $ 43.3 | $ 36.3 | |||||
Westwood Mutual Fund | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Amount provided to fund for the sole purpose of showing economic substance | $ 5.4 | ||||||||
Common Trust Funds | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Amount provided to fund for the sole purpose of showing economic substance | $ 1 | $ 2 | |||||||
UCITS Fund | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Amount provided to fund for the sole purpose of showing economic substance | € 1.6 | $ 2 |
VARIABLE INTEREST ENTITIES (D44
VARIABLE INTEREST ENTITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Variable Interest Entities | ||
Assets Under Management | $ 20,375,000 | |
Estimated Market Value | 56,457 | $ 79,620 |
Westwood Funds® | ||
Variable Interest Entities | ||
Assets Under Management | 3,841,000 | |
Estimated Market Value | 6,000 | |
Risk of Loss | 6,000 | |
Common Trust Funds | ||
Variable Interest Entities | ||
Assets Under Management | 2,201,000 | |
Estimated Market Value | 3,000 | |
Risk of Loss | 3,000 | |
Collective Investment Trusts | ||
Variable Interest Entities | ||
Assets Under Management | 270,000 | |
UCITS Fund | ||
Variable Interest Entities | ||
Assets Under Management | 661,000 | |
Estimated Market Value | 2,000 | |
Risk of Loss | 2,000 | |
VIE totals | ||
Variable Interest Entities | ||
Assets Under Management | 7,104,000 | |
Estimated Market Value | 10,700 | $ 4,600 |
Private Wealth | ||
Variable Interest Entities | ||
Assets Under Management | 2,914,000 | |
Institutional | ||
Variable Interest Entities | ||
Assets Under Management | 10,357,000 | |
LLCs | ||
Variable Interest Entities | ||
Assets Under Management | $ 131,000 |
LONG-TERM INCENTIVE COMPENSAT45
LONG-TERM INCENTIVE COMPENSATION (Details Textual) $ / shares in Units, CAD in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Feb. 28, 2015USD ($) | Feb. 28, 2014 | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2015CADshares | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($)shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Amount of shares purchased in the open market | $ 1,327,000 | $ 669,000 | ||||||
Accrued liability | $ 1,700,000 | $ 1,700,000 | $ 844,000 | |||||
Mutual Fund | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Mutual fund vesting period | 1 year | 1 year | ||||||
Service period of mutual fund share incentive award | 2 years | 2 years | ||||||
Expense related to mutual fund share incentive awards | $ 149,000 | $ 342,000 | $ 879,000 | 652,000 | ||||
Restricted Stock | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Total number of shares that may be issued under the stock based compensation Plan (including predecessor plans to the Plan) | shares | 4,398,100 | 4,398,100 | ||||||
Shares remain available for issuance | shares | 675,000 | 675,000 | ||||||
Remaining unrecognized compensation cost | $ 26,000,000 | $ 26,000,000 | ||||||
Remaining unrecognized compensation cost recognized over a remaining weighted average period | 2 years 3 months 18 days | 2 years 3 months 18 days | ||||||
Restricted shares granted to employees vesting period | 5 years | |||||||
Nonvested restricted shares | shares | 585,259 | 585,259 | 496,457 | |||||
Expense related to mutual fund share incentive awards | $ 4,865,000 | $ 3,635,000 | $ 12,560,000 | $ 10,103,000 | ||||
Canadian Plan | Westwood International Advisors Inc | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares remain available for issuance | shares | 93,496 | 93,496 | ||||||
Share Based Compensation Arrangement By Share Based Payment Award Available For Grant, Original | $ 7,500,000 | CAD 10 | ||||||
Fund purchases of common stock | $ 53,545 | 53,545 | ||||||
Purchases of common stock with respect to awards granted | $ 5,100,000 | CAD 6.8 | ||||||
Share price | $ / shares | $ 54.35 | $ 54.35 | ||||||
Amount of shares purchased in the open market | $ 1,300,000 | |||||||
Purchase of treasury stock, shares | shares | 21,818 | 21,818 | ||||||
Remaining unrecognized compensation cost | $ 1,000,000 | $ 1,000,000 | ||||||
Remaining unrecognized compensation cost recognized over a remaining weighted average period | 1 year 10 months 24 days | 1 year 10 months 24 days | ||||||
Performance Shares | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Adjusted pre-tax income | $ 46,000,000 | |||||||
Compound annual growth rate | 5 years | |||||||
Compound annual growth | 10.00% | |||||||
Performance Based Restricted Shares For Future Performance Years | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Nonvested restricted shares | shares | 118,939 | 118,939 |
LONG-TERM INCENTIVE COMPENSAT46
LONG-TERM INCENTIVE COMPENSATION (Details) - Restricted Stock - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock based compensation expense | $ 4,865 | $ 3,635 | $ 12,560 | $ 10,103 |
Service condition stock based compensation expense | The Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock based compensation expense | 2,550 | 2,061 | 6,953 | 5,612 |
Performance condition stock based compensation expense | The Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock based compensation expense | 2,118 | 1,517 | 5,072 | 4,202 |
Stock based compensation expense under the Plan | The Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock based compensation expense | 4,668 | 3,578 | 12,025 | 9,814 |
Canada EB Plan stock based compensation expense | Canada EB Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock based compensation expense | $ 197 | $ 57 | $ 535 | $ 289 |
LONG-TERM INCENTIVE COMPENSAT47
LONG-TERM INCENTIVE COMPENSATION (Details 1) - Restricted Shares Subject Only to a Service Condition | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Restricted shares subject only to a service condition: | |
Non-vested, beginning balance, shares | shares | 496,457 |
Granted (shares) | shares | 309,932 |
Vested (shares) | shares | (185,004) |
Forfeited (shares) | shares | (36,126) |
Non-vested, ending balance, shares | shares | 585,259 |
Non-vested, beginning balance, (dollars per share) | $ 48.14 |
Granted (dollars per share) | 61.42 |
Vested (dollars per share) | 40.78 |
Forfeited (dollars per share) | 55.62 |
Non-vested, ending balance, (dollars per share) | $ 56.93 |
LONG-TERM INCENTIVE COMPENSAT48
LONG-TERM INCENTIVE COMPENSATION (Details 2) - Restricted Shares Subject to Service and Performance Conditions | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Restricted shares subject only to a service condition: | |
Non-vested, beginning balance, shares | shares | 101,313 |
Granted (shares) | shares | 101,313 |
Vested (shares) | shares | (101,313) |
Forfeited (shares) | shares | 0 |
Non-vested, ending balance, shares | shares | 101,313 |
Non-vested, beginning balance, (dollars per share) | $ 58.59 |
Granted (dollars per share) | 61.29 |
Vested (dollars per share) | 58.59 |
Forfeited (dollars per share) | 0 |
Non-vested, ending balance, (dollars per share) | $ 61.29 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
UCITS Fund | |||||
Related Party Transaction [Line Items] | |||||
Fees earned from related party | $ 298,000 | $ 319,000 | $ 994,000 | $ 645,000 | |
Fees unpaid from related party | 97,000 | 97,000 | $ 233,000 | ||
Trust | |||||
Related Party Transaction [Line Items] | |||||
Due from related party | 0 | 0 | $ 0 | ||
Fees earned from related party | $ 112,000 | $ 107,000 | $ 334,000 | $ 303,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Textual) CAD in Millions | Nov. 06, 2012CAD | Nov. 05, 2012CAD | Aug. 03, 2012CAD | Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) |
Loss Contingencies [Line Items] | ||||||
Percentage of defense costs which will be covered by insurance | 50.00% | |||||
Insurance proceeds | $ | $ 379,000 | |||||
Receivable | $ | $ 448,000 | $ 448,000 | $ 210,000 | |||
General Damage | ||||||
Loss Contingencies [Line Items] | ||||||
Litigation claim for damages | CAD 1 | |||||
Special Damage | ||||||
Loss Contingencies [Line Items] | ||||||
Litigation claim for damages | 10 | |||||
Punitive Damage | ||||||
Loss Contingencies [Line Items] | ||||||
Litigation claim for damages | CAD 1 | |||||
First Lawsuit by AGF | ||||||
Loss Contingencies [Line Items] | ||||||
Lawsuit filing date | 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”). | |||||
Litigation claim for damages | CAD 10 | |||||
Second Lawsuit by AGF | ||||||
Loss Contingencies [Line Items] | ||||||
Lawsuit filing date | On November 6, 2012, AGF filed a second lawsuit against Westwood, Westwood Management and an employee of a Westwood subsidiary | |||||
Second Lawsuit by AGF | General Damage | ||||||
Loss Contingencies [Line Items] | ||||||
Litigation claim for damages | CAD 5 | |||||
Second Lawsuit by AGF | Punitive Damage | ||||||
Loss Contingencies [Line Items] | ||||||
Litigation claim for damages | CAD 1 |
SEGMENT REPORTING (Details Text
SEGMENT REPORTING (Details Textual) | 9 Months Ended |
Sep. 30, 2015Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||
Net fee revenues from external sources | $ 32,913 | $ 28,139 | $ 99,577 | $ 84,608 | |
Net interest and dividend revenue | 110 | 42 | 219 | 208 | |
Other revenue | (572) | (59) | (426) | 160 | |
Total revenues | 32,451 | 28,122 | 99,370 | 84,976 | |
Economic Earnings | 12,434 | 10,881 | 36,201 | 31,758 | |
Less: Restricted stock expense | 4,865 | 3,635 | 12,560 | 10,103 | |
Intangible amortization | 400 | 90 | 951 | 270 | |
Deferred taxes on goodwill | 156 | 38 | 272 | 114 | |
Net income | 7,013 | 7,118 | 22,418 | 21,271 | |
Segment assets | 166,217 | 132,615 | 166,217 | 132,615 | $ 139,874 |
Segment goodwill | 25,091 | 11,255 | 25,091 | 11,255 | 11,255 |
Operating Segments | Advisory | |||||
Segment Reporting Information [Line Items] | |||||
Net fee revenues from external sources | 24,941 | 22,857 | 78,534 | 69,147 | |
Net intersegment revenues | 5,087 | 3,493 | 14,826 | 10,157 | |
Net interest and dividend revenue | 110 | 42 | 218 | 207 | |
Other revenue | (577) | (59) | (431) | 159 | |
Total revenues | 29,561 | 26,333 | 93,147 | 79,670 | |
Economic Earnings | 11,961 | 11,610 | 37,827 | 34,871 | |
Segment assets | 172,034 | 172,034 | $ 141,030 | ||
Segment goodwill | 5,219 | 5,219 | 5,219 | 5,219 | |
Operating Segments | Trust | |||||
Segment Reporting Information [Line Items] | |||||
Net fee revenues from external sources | 7,972 | 5,282 | 21,043 | 15,461 | |
Net intersegment revenues | 0 | 0 | 0 | 0 | |
Net interest and dividend revenue | 0 | 0 | 1 | 1 | |
Other revenue | 5 | 0 | 5 | 1 | |
Total revenues | 7,977 | 5,282 | 21,049 | 15,463 | |
Economic Earnings | 1,592 | 514 | 3,405 | 1,341 | |
Segment assets | 57,967 | 17,780 | 57,967 | 17,780 | |
Segment goodwill | 19,872 | 6,036 | 19,872 | 6,036 | |
Westwood Holdings | |||||
Segment Reporting Information [Line Items] | |||||
Net fee revenues from external sources | 0 | 0 | 0 | 0 | |
Net intersegment revenues | 0 | 0 | 0 | 0 | |
Net interest and dividend revenue | 0 | 0 | 0 | 0 | |
Other revenue | 0 | 0 | 0 | 0 | |
Total revenues | 0 | 0 | 0 | 0 | |
Economic Earnings | (1,119) | (1,243) | (5,031) | (4,454) | |
Segment assets | 7,753 | 7,819 | 7,753 | 7,819 | |
Segment goodwill | 0 | 0 | 0 | 0 | |
Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Net fee revenues from external sources | 0 | 0 | 0 | 0 | |
Net intersegment revenues | (5,087) | (3,493) | (14,826) | (10,157) | |
Net interest and dividend revenue | 0 | 0 | 0 | 0 | |
Other revenue | 0 | 0 | 0 | 0 | |
Total revenues | (5,087) | (3,493) | (14,826) | (10,157) | |
Economic Earnings | 0 | 0 | 0 | 0 | |
Segment assets | (71,537) | (34,014) | (71,537) | (34,014) | |
Segment goodwill | $ 0 | $ 0 | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - $ / shares | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Subsequent Event [Line Items] | |||||
Dividends declared per share (dollars per share) | $ 0.50 | $ 0.44 | $ 1.50 | $ 1.32 | |
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Dividends declared per share (dollars per share) | $ 0.57 | ||||
Dividends payable, date to be paid | Jan. 4, 2016 | ||||
Dividends payable, date of record | Dec. 15, 2015 |