UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 1, 2015
WESTWOOD HOLDINGS GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-31234 | 75-2969997 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
200 Crescent Court, Suite 1200
Dallas, Texas 75201
(Address of principal executive offices, including zip code)
(214) 756-6900
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
On April 1, 2015, Westwood Holdings Group, Inc. (“Westwood” or the “Company”) filed a Current Report on Form 8-K (the “Initial 8-K”) to report the completion of its acquisition of Woodway Financial Advisors, a Trust Company (“Woodway”) pursuant to a Reorganization Agreement and Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 15, 2015, by and among Westwood, Westwood Trust, a Texas trust association wholly-owned by Westwood (“Westwood Trust”), Woodway and certain shareholders of Woodway.
This Amendment No. 1 (this “Amendment”) is being filed to amend and supplement Item 9.01 of the Initial 8-K to include (i) the audited financial statements of Woodway as of and for the year ended December 31, 2014 and the unaudited condensed financial statements of Woodway as of and for the three months ended March 31, 2015 and (ii) the unaudited pro forma condensed combined balance sheet of the Company as of March 31, 2015, the unaudited pro forma condensed combined statements of operations of the Company for the three months ended March 31, 2015 and the unaudited pro forma combined statements of operations of the Company for the year ended December 31, 2014, giving effect to transactions pursuant to the Merger Agreement.
| Item 9.01 | Financial Statements and Exhibits |
| (a) | Financial statements of businesses acquired. |
The audited financial statements of Woodway as of and for the year ended December 31, 2014 and the unaudited condensed financial statements of Woodway as of and for the three months ended March 31, 2015 are filed as Exhibit 99.2 to this Amendment and are incorporated herein by reference.
| (b) | Pro forma financial information. |
The unaudited pro forma condensed combined balance sheet of the Company as of March 31, 2015 and the unaudited pro forma condensed combined statements of operations of the Company for the three months ended March 31, 2015 and for the year ended December 31, 2014, giving effect to the transactions pursuant to the Merger Agreement, are filed as Exhibit 99.3 to this Amendment and are incorporated herein by reference.
| (d) | Exhibits. |
The following Exhibits are furnished with this Current Report on Form 8-K/A:
| Exhibit Number |
Description | |
| 23.1 | Consent of Briggs and Veselka Co. | |
| 99.1 | Press Release dated April 1, 2015, entitled “Westwood Holdings Group, Inc. Finalizes Acquisition of Woodway Financial Advisors in Houston, Expanding the Westwood Trust Private Wealth Platform” (incorporated by reference to Exhibit 99.1 to the Initial 8-K). | |
| 99.2 | Audited financial statements of Woodway as of and for the year ended December 31, 2014 and unaudited condensed financial statements of Woodway as of and for the three months ended March 31, 2015. | |
| 99.3 | Unaudited pro forma condensed combined balance sheet of the Company as of March 31, 2015 and unaudited pro forma condensed combined statements of operations of the Company for the three months ended March 31, 2015 and for the year ended December 31, 2014, giving effect to the transactions pursuant to the Merger Agreement. | |
- 2 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WESTWOOD HOLDINGS GROUP, INC. | ||||
| Date: June 10, 2015 | /s/ Tiffany B. Kice | |||
| Tiffany B. Kice, | ||||
| Chief Financial Officer and Treasurer | ||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 23.1 | Consent of Briggs and Veselka Co. | |
| 99.1 | Press Release dated April 1, 2015, entitled “Westwood Holdings Group, Inc. Finalizes Acquisition of Woodway Financial Advisors in Houston, Expanding the Westwood Trust Private Wealth Platform” (incorporated by reference to Exhibit 99.1 to the Initial 8-K). | |
| 99.2 | Audited financial statements of Woodway as of and for the year ended December 31, 2014 and unaudited condensed financial statements of Woodway as of and for the three months ended March 31, 2015. | |
| 99.3 | Unaudited pro forma condensed combined balance sheet of the Company as of March 31, 2015 and unaudited pro forma condensed combined statements of operations of the Company for the three months ended March 31, 2015 and for the year ended December 31, 2014, giving effect to the transactions pursuant to the Merger Agreement. | |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated May 22, 2015, with respect to the financial statements of Woodway Financial Advisors, a Trust Company, as of December 31, 2014, and for the year then ended, appearing in this current report on Form 8-K/A. We also consent to the incorporation by reference of such report in the Registration Statements of Westwood Holdings Group, Inc. on Form S-8 (File Nos. 333-98841, 333-133963, 333-160337, 333-175696, 333-187998 and 333-188002).
/s/ Briggs & Veselka Co.
Houston, Texas
June 10, 2015
| HOUSTON OFFICE 713.667.9147 Tel. ● 713.667.1697 Fax |
| |||
| Nine Greenway Plaza, Suite 1700 ● Houston, Texas 77046 ● www.bvccpa.com | ||||
| Member of the Center for Public Company Audit Firms of the American Institute of Certified Public Accountants | ||||
Exhibit 99.2
Woodway Financial Advisors, A Trust Company
Financial Statements
For the Year Ended December 31, 2014
CONTENTS
| Page | ||||
| Independent Auditors’ Report |
1 | |||
| Balance Sheet |
3 | |||
| Statement of Income |
4 | |||
| Statement of Changes in Stockholders’ Equity |
5 | |||
| Statement of Cash Flows |
6 | |||
| Notes to Financial Statements |
7 | |||
INDEPENDENT AUDITORS’ REPORT
To the Board of Directors of
Woodway Financial Advisors, a Trust Company
Houston, Texas
We have audited the accompanying financial statements of Woodway Financial Advisors, a Trust Company (the “Company”), which comprise the balance sheet as of December 31, 2014, and the related statements of income, changes in stockholders’ equity, and cash flows for the year then ended, and the related notes to the financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
To the Board of Directors of
Woodway Financial Advisors, a Trust Company
Re: Independent Auditors’ Report
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Woodway Financial Advisors, a Trust Company, as of December 31, 2014, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.
Correction of Error
As discussed in Note 2 to the financial statements, certain errors resulting in understatement of amounts previously reported for accounts receivable, and revenue as of December 31, 2013, were discovered by management of the Company during the current year. Accordingly, amounts reported for beginning retained earnings have been restated in the 2014 financial statements. Our opinion is not modified with respect to this matter.
| /s/ Briggs & Veselka Co. |
| Houston, Texas |
May 22, 2015
(2)
WOODWAY FINANCIAL ADVISORS, A TRUST COMPANY
BALANCE SHEET
DECEMBER 31, 2014
| ASSETS |
||||
| Current assets |
||||
| Cash and cash equivalents |
$ | 2,457,546 | ||
| Accounts receivable |
970,558 | |||
| Accrued interest receivable |
12,082 | |||
| Prepaid expenses and other |
181,015 | |||
|
|
|
|||
| Total current assets |
3,621,201 | |||
| Held-to-maturity investments |
||||
| U.S. government agency bonds |
249,904 | |||
| Corporate bonds |
1,414,826 | |||
| Municipal bonds |
150,681 | |||
|
|
|
|||
| Total investments |
1,815,411 | |||
| Property and equipment, net |
218,500 | |||
|
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|
|||
| TOTAL ASSETS |
$ | 5,655,112 | ||
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| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||
| Current liabilities |
||||
| Accounts payable and accrued expenses |
$ | 536,041 | ||
| Other current liabilities |
4,443 | |||
|
|
|
|||
| Total current liabilities |
540,484 | |||
| Other long-term liabilities |
8,329 | |||
|
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|
|||
| Total liabilities |
548,813 | |||
| Stockholders’ equity |
||||
| Common stock, $1 par value, 500,000 shares authorized; 389,850 issued and outstanding |
389,850 | |||
| Additional paid-in capital |
484,594 | |||
| Additional paid-in capital – stock options |
24,862 | |||
| Retained earnings – restricted |
844,755 | |||
| Retained earnings – unrestricted, $100,000 appropriated for contingencies |
3,362,238 | |||
|
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|
|||
| Total stockholders’ equity |
5,106,299 | |||
|
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| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ | 5,655,112 | ||
|
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|||
The accompanying notes are an integral part of these financial statements.
(3)
WOODWAY FINANCIAL ADVISORS, A TRUST COMPANY
STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2014
| Income |
||||
| Fees |
$ | 10,436,944 | ||
| Interest |
51,082 | |||
|
|
|
|||
| Total income |
10,488,026 | |||
| Expenses |
||||
| Compensation and employee benefits |
3,645,183 | |||
| Information technology |
404,282 | |||
| Advertising and marketing |
260,127 | |||
| Occupancy |
313,198 | |||
| Other operating |
672,585 | |||
|
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|
|||
| Total expenses |
5,295,375 | |||
|
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|
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| Income before income taxes |
5,192,651 | |||
| State income tax expense |
59,917 | |||
|
|
|
|||
| NET INCOME |
$ | 5,132,734 | ||
|
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|
|||
The accompanying notes are an integral part of these financial statements.
(4)
WOODWAY FINANCIAL ADVISORS, A TRUST COMPANY
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2014
| Additional | ||||||||||||||||||||||||||||
| Common Stock Issued | Additional Paid-In Capital |
Paid-In Capital – Stock Options |
Retained Earnings – Restricted |
Retained Earnings – Unrestricted |
Total Stockholders’ Equity |
|||||||||||||||||||||||
| Number of Shares |
Par Value | |||||||||||||||||||||||||||
| BALANCE, DECEMBER 31, 2013 AS PREVIOUSLY REPORTED |
387,650 | $ | 387,650 | $ | 341,252 | $ | 22,076 | $ | 844,755 | $ | 2,368,324 | $ | 3,964,057 | |||||||||||||||
| Prior period adjustment (see Note 2) |
— | — | — | — | — | 820,514 | 820,514 | |||||||||||||||||||||
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|||||||||||||||
| BALANCE, DECEMBER 31, 2013 AS RESTATED |
387,650 | 387,650 | 341,252 | 22,076 | 844,755 | 3,188,838 | 4,784,571 | |||||||||||||||||||||
| Stock options exercised |
2,200 | 2,200 | 143,342 | (12,759 | ) | — | — | 132,783 | ||||||||||||||||||||
| Stock option expense |
— | — | — | 15,545 | — | — | 15,545 | |||||||||||||||||||||
| Net income |
— | — | — | — | — | 5,132,734 | 5,132,734 | |||||||||||||||||||||
| Dividends on common stock, $12.73 per share |
— | — | — | — | — | (4,959,334 | ) | (4,959,334 | ) | |||||||||||||||||||
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|||||||||||||||
| BALANCE, DECEMBER 31, 2014 |
389,850 | $ | 389,850 | $ | 484,594 | $ | 24,862 | $ | 844,755 | $ | 3,362,238 | $ | 5,106,299 | |||||||||||||||
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The accompanying notes are an integral part of these financial statements.
(5)
WOODWAY FINANCIAL ADVISORS, A TRUST COMPANY
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2014
| Cash flows from operating activities |
||||
| Net income |
$ | 5,132,734 | ||
| Adjustments to reconcile net income to net cash from operating activities: |
||||
| Depreciation |
85,220 | |||
| Premium amortization |
6,062 | |||
| Discount accretion |
(1,409 | ) | ||
| Loss on disposal of property and equipment |
814 | |||
| Stock option expense |
15,545 | |||
| Fiduciary reserve provision |
(164,220 | ) | ||
| Losses against fiduciary reserve |
(2,990 | ) | ||
| Change in operating assets and liabilities: |
||||
| Accounts receivable |
(125,303 | ) | ||
| Accrued interest receivable |
3,742 | |||
| Prepaid expenses and other |
67,746 | |||
| Accounts payable and accrued expenses |
403,130 | |||
| Other current liabilities |
(6,514 | ) | ||
| Other long-term liabilities |
(4,443 | ) | ||
|
|
|
|||
| Net cash from operating activities |
5,410,114 | |||
| Cash flows from investing activities |
||||
| Purchase of marketable debt securities |
(366,326 | ) | ||
| Proceeds from maturities of marketable debt securities |
350,000 | |||
| Capital expenditures |
(27,455 | ) | ||
|
|
|
|||
| Net cash from investing activities |
(43,781 | ) | ||
| Cash flows from financing activities |
||||
| Proceeds from issuance of common stock |
132,783 | |||
| Dividends on common stock paid |
(4,959,334 | ) | ||
|
|
|
|||
| Net cash from financing activities |
(4,826,551 | ) | ||
|
|
|
|||
| Net change in cash and cash equivalents |
539,782 | |||
| Cash and cash equivalents, beginning of year |
1,917,764 | |||
|
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|
|||
| Cash and cash equivalents, end of year |
$ | 2,457,546 | ||
|
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|
|||
| Supplemental cash flow information: |
||||
| State income taxes paid |
$ | 49,342 | ||
The accompanying notes are an integral part of these financial statements.
(6)
WOODWAY FINANCIAL ADVISORS, A TRUST COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2014
NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Woodway Financial Advisors, a Trust Company (the “Company”), a Texas subchapter S corporation, was organized to have full trust company powers as recognized by the Texas State Banking Commission. Financial services are provided to individuals and families, including corporate executives, professionals and closely-held businesses. Financial services include individual financial counseling, investment analysis and management, trust and estate services, and special financial services for organizations.
Summary of Significant Accounting Policies
Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Basis of Accounting – The Company maintains its accounts on the accrual method of accounting in accordance with GAAP.
Cash and Cash Equivalents – The Company considers cash in banks and other highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. At December 31, 2014, cash equivalents consisted of money market accounts.
Accounts Receivable – Accounts receivable are stated at amount billed to clients or otherwise due in the normal course of business. Accounts receivable are ordinarily due when invoiced. Management believes accounts receivable to be fully collectible; therefore, no allowance for doubtful accounts has been established.
Investments – Investment securities consist of debt securities at December 31, 2014. The Company classifies its debt securities as either held-to-maturity or available-for-sale. Held-to-maturity debt securities are those securities for which the Company has the ability and intent to hold the security until its scheduled maturity date. All securities not included in held-to-maturity are classified otherwise as available-for-sale. Held-to-maturity debt securities are recorded at amortized cost, adjusted for amortization or accretion of premiums and discounts. Available-for-sale securities are recorded at fair value. Unrealized holding gains and losses on available-for-sale securities are excluded from earnings and are reported as a separate component of accumulated other comprehensive income until realized. Realized gains and losses from the sale of available-for-sale securities are determined on a specific-identification basis.
(7)
WOODWAY FINANCIAL ADVISORS, A TRUST COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2014
Premiums or discounts on debt securities purchased above or below par value are amortized or accreted over the life of the related held-to-maturity or available-for-sale securities as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of income. Dividend and interest income are recognized when earned.
Other-Than-Temporary Impairments – A decline in the market value of any held-to-maturity or available-for-sale security below cost that is deemed to be other-than-temporary will result in impairment of the security which reduces the carrying amount to fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether impairment is other-than-temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery occurs and considers whether evidence that the cost of the investment is recoverable outweighs evidence to the contrary.
Evidence considered in this assessment includes the reasons for the impairment, the severity and duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. At December 31, 2014, none of the Company’s investments were considered to be other-than-temporarily impaired.
Fair Value Measurements – Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:
| • | Level 1 – Quoted prices in active markets for identical assets or liabilities. |
| • | Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
| • | Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
As of December 31, 2014, there were no assets or liabilities measured at fair value on a recurring or nonrecurring basis.
(8)
WOODWAY FINANCIAL ADVISORS, A TRUST COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2014
Property and Equipment – Property and equipment are recorded at cost less accumulated depreciation, including improvements that significantly extend the useful life of the related asset. Property and equipment consisted of the following at December 31, 2014:
| Property and equipment, at cost |
||||
| Computer software |
$ | 530,775 | ||
| Computer hardware |
128,348 | |||
| Office furniture |
222,723 | |||
| Office equipment |
94,138 | |||
| Office fixtures |
20,656 | |||
| Leasehold improvements |
96,913 | |||
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| 1,093,553 | ||||
| Less: accumulated depreciation and amortization |
(875,053 | ) | ||
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| Total property and equipment, net |
$ | 218,500 | ||
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Depreciation is expensed using the straight-line method over the estimated useful lives of the related assets, ranging from three to fifteen years. When property or equipment is sold or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income. Maintenance and repairs are charged to expense in the period incurred. Depreciation expense for 2014 was $85,220.
Income Taxes – The Company has elected to be taxed as a subchapter S corporation under the Internal Revenue Code. In lieu of corporate income taxes, the stockholders of a subchapter S corporation are taxed individually on their proportionate shares of the Company’s taxable income; therefore, no provision for federal income taxes is recorded in the financial statements.
The state of Texas, where the Company conducts business, assesses a margin tax to legal entities conducting business in Texas. The tax is calculated by applying a tax rate to a base that considers both revenues and expenses; therefore, it has the characteristics of an income tax. As a result, for 2014, the Company recorded Texas margin tax of $59,917. At December 31, 2014, the Company’s tax returns open for review by state taxing authorities were 2010 to 2013.
Accrued interest and penalties associated with uncertain tax positions are recognized as part of the income tax provision. As of December 31, 2014, the Company had no uncertain tax provisions.
Revenue Recognition – Service fee revenue, generally calculated as an agreed-upon percentage of assets under management, is recorded monthly as the related services are performed.
Advertising Costs – Advertising costs are charged to expense in the period incurred. Advertising costs charged to expense were $151,005.
(9)
WOODWAY FINANCIAL ADVISORS, A TRUST COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2014
NOTE 2 – RESTATEMENT
In fiscal year 2015, management determined that the Company had incorrectly understated accounts receivable for periods prior to December 31, 2013 as fee revenue was recorded in the month billed and not in the month the fees were earned. The impact of this adjustment on statement of changes in stockholders’ equity for the year ended December 31, 2013 is restated as follows:
| As Previously Reported |
Cummulative Restatement Impact |
As Restated |
||||||||||
| Statement of changes in stockholders’ equity |
||||||||||||
| Balance, December 31, 2012 |
$ | 3,529,886 | $ | 737,496 | $ | 4,267,382 | ||||||
| Net income, 2013 |
4,465,157 | 83,018 | 4,548,175 | |||||||||
| Balance, December 31, 2013 |
3,964,057 | 820,514 | 4,784,571 | |||||||||
NOTE 3 – INVESTMENTS
Cost and fair value of investments in debt securities at December 31, 2014 are as follows:
| Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Approximate Fair Value |
|||||||||||||
| Held-to-maturity |
||||||||||||||||
| U.S. government agency bonds |
$ | 249,904 | $ | — | $ | (4,501 | ) | $ | 245,403 | |||||||
| Corporate bonds |
1,414,826 | 21,563 | (5,754 | ) | 1,430,635 | |||||||||||
| Municipal bonds |
150,681 | 2,975 | — | 153,656 | ||||||||||||
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|||||||||
| Totals |
$ | 1,815,411 | $ | 24,538 | $ | (10,255 | ) | $ | 1,829,694 | |||||||
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Maturities of debt securities at December 31, 2014 are as follows:
| Amortized Cost |
Approximate Fair Value |
|||||||
| One year or less |
$ | 200,808 | $ | 201,624 | ||||
| After one through five years |
856,047 | 875,912 | ||||||
| After five through ten years |
758,556 | 752,158 | ||||||
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| Totals |
$ | 1,815,411 | $ | 1,829,694 | ||||
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One U.S. government agency security and one corporate note together totaling $350,000 were called in 2014.
(10)
WOODWAY FINANCIAL ADVISORS, A TRUST COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2014
Securities in an unrealized loss position at December 31, 2014 are summarized below:
| Less Than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||
| Fair Value | Gross Unrealized Losses |
Fair Value | Gross Unrealized Losses |
Fair Value | Gross Unrealized Losses |
|||||||||||||||||||
| U.S. Goverment agency bonds |
$ | — | $ | — | $ | 245,403 | $ | (4,501 | ) | $ | 245,403 | $ | (4,501 | ) | ||||||||||
| Corporate bonds |
— | — | 555,283 | (5,754 | ) | 555,283 | (5,754 | ) | ||||||||||||||||
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| Totals |
$ | — | $ | — | $ | 800,686 | $ | (10,255 | ) | $ | 800,686 | $ | (10,255 | ) | ||||||||||
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|||||||||||||
NOTE 4 – OPERATING LEASE
The Company leases office space under a noncancelable operating lease, which expires December 31, 2016. The lease includes scheduled increases in the base rate over the term of the lease; therefore, the Company recognizes rent expense on a straight-line basis. The lease agreement contains provisions for escalation of base rates if the lessor’s operating costs exceed certain parameters and includes payments for leasehold improvements made by the lessor. The Company also leases certain office equipment and storage facilities under cancelable operating leases.
Minimum future lease payments under the above-mentioned agreements are as follows:
| For the Year Ending December 31, |
Amount | |||
| 2015 |
$ | 271,810 | ||
| 2016 |
275,696 | |||
|
|
|
|||
| Total |
$ | 547,506 | ||
|
|
|
|||
Lease expense was $389,155 for 2014.
NOTE 5 – TREASURY STOCK
Shares of common stock issued pursuant to the Company’s 2008 Incentive Stock Option Plan (the “Plan”) are subject to repurchase under certain conditions such as the death or retirement of a stockholder. There were no share repurchases in 2014.
NOTE 6 – STOCK-BASED COMPENSATION
Stock options are granted to key employees under the Plan, which provides for the grant of incentive stock options within the meaning of Section 422 of the Internal Revenue Code and nonqualified stock options.
(11)
WOODWAY FINANCIAL ADVISORS, A TRUST COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2014
The Stock Option Committee of the Board of Directors administers the Plan. The administrator determines the exercise price of options granted. With respect to all incentive stock options, the exercise price may not be less than the fair market value of the Company’s common stock on the date of grant as determined by the administrator. The administrator has discretion to establish the vesting schedule. The term of an incentive stock option may not exceed 10 years. With respect to any participant who owns 10% of the voting power of all classes of outstanding stock, the term must not exceed five years, and the exercise price may not be less than 110% of the fair market value on the grant date. The Plan will automatically terminate in 2018 unless the Company terminates it sooner. Shares granted come from new shares reserved for issuance under the Plan.
The Company granted incentive stock options of 4,000 shares in 2014 at exercise prices of $85.44 per share.
The fair value of each option is estimated on the date of grant using the Black-Scholes model that uses the assumptions noted in the following table. The Company uses the Dow Jones to determine the volatility by noting the average daily change and then multiplying that by 260. The expected term of options granted is derived from the output of the Black-Scholes model and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. treasury yield curve in effect at the time of grant.
| Expected volatility |
41.0 | % | ||
| Expected dividends |
13.5 | % | ||
| Expected term (in years) |
6 | |||
| Risk-free rate |
2.1 | % |
Stock option compensation expense related to all outstanding options was $15,545 for 2014.
A summary of the status of the Company’s outstanding stock options and changes during 2014 is presented as follows:
| Shares | Weighted- Average Exercise Price |
|||||||
| Outstanding, beginning of year |
9,400 | $ | 65.57 | |||||
| Granted |
4,000 | 85.44 | ||||||
| Exercised |
(2,200 | ) | 60.40 | |||||
|
|
|
|||||||
| Outstanding, end of year |
11,200 | $ | 77.45 | |||||
|
|
|
|||||||
| Options exercisable, end of year |
4,200 | $ | 74.60 | |||||
|
|
|
|||||||
The total intrinsic value of stock options exercised during 2014 was $132,783.
(12)
WOODWAY FINANCIAL ADVISORS, A TRUST COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2014
The following table summarizes information about stock options outstanding at December 31, 2014:
| Outstanding Options |
Exercisable Options | |||||||||||||||||||||||
| Range of Exercise Prices |
Number Outstanding at 12/31/14 |
Weighted- Average Exercise Price |
Weighted- Average Remaining Contractual Term |
Number Exercisable at 12/31/14 |
Weighted- Average Exercise Price |
Weighted- Average Remaining Contractual Term |
||||||||||||||||||
| $58.62 to $85.44 |
11,200 | $ | 77.45 | 7.96 | 4,200 | $ | 74.60 | 7.52 | ||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
A summary of the status of the Company’s nonvested shares as of December 31, 2014, and changes during 2014, is presented below:
| Shares | Weighted- Average Grant Date Fair Value |
|||||||
| Nonvested, beginning of year |
5,600 | $ | 5.46 | |||||
| Granted |
4,000 | 7.02 | ||||||
| Vested |
(2,600 | ) | 6.08 | |||||
|
|
|
|||||||
| Nonvested at end of year |
7,000 | $ | 6.12 | |||||
|
|
|
|||||||
NOTE 7 – HEALTH REIMBURSEMENT ARRANGEMENT
The Company provides all employees with a Health Reimbursement Plan, which refunds claims for amounts which fall under the deductible of the group health plan in excess of $1,000 and up to $3,000.
NOTE 8 – PROFIT SHARING PLAN
The Company maintains a qualified cash or deferred compensation plan under Section 401(k) of the Internal Revenue Code. Under the plan, qualified employees who have met age and service requirements may elect to defer up to the maximum percentage allowable not to exceed Internal Revenue Service limitations. Participant contributions vest immediately. The Company makes a matching contribution of 100% up to 6% of an employee’s compensation. Company contributions vest according to a graded scale at the rate of 20% per year starting in year two through year six. Company matching contributions to the plan were $128,982 for 2014.
(13)
WOODWAY FINANCIAL ADVISORS, A TRUST COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2014
NOTE 9 – SIGNIFICANT ESTIMATES AND CONCENTRATIONS
Economic Conditions – The Company’s revenues are based on market values of client assets and are subject to fluctuations in the general economic environment as reflected in active securities markets. Significant swings in these securities markets can have a direct impact on gross revenues received by the Company for its services and ultimately its liquidity.
Financial Instruments – Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash investments. The Company maintains its cash balances in financial institutions, which at times exceed the amount insured by the Federal Deposit Insurance Corporation (FDIC).
The standard maximum deposit insurance amount (SMDIA) of $250,000 applies to all noninterest and interest-bearing accounts. Management periodically assesses the financial condition of the financial institutions and believes that any possible credit risk is minimal. At December 31, 2014, the Company had no cash in banks that exceeded federally insured limits.
Cash equivalents are held in money market mutual funds with non-FDIC financial institutions. Management periodically assesses the types of underlying securities held in the money market accounts for credit quality and likelihood of price fluctuations. Management believes that any possible credit risk is minimal.
The Company invests its available cash, other than cash equivalents, in U.S. government agency securities or with top-rated corporate issuers. In accordance with Company policy, the amount of credit exposure to any one corporate issuer is limited.
Fiduciary Reserve – Until November 2014, the Company established a reserve for fiduciary errors equal to 1.5 basis points of total client assets. After evaluating historical losses and in anticipation of the significant event disclosed in Note 12, the Board elected to no longer maintain a specific reserve for potential fiduciary losses and to expense losses as they incur.
NOTE 10 – REGULATORY CAPITAL
The Company operates under a charter issued by the Texas Department of Banking and is required to maintain restricted capital of at least $1,500,000. The Company considers restricted capital to be capital stock, paid-in surplus, and a portion of retained earnings designated as restricted. As of December 31, 2014, restricted capital consists of the following:
| Common stock |
$ | 389,850 | ||
| Additional paid-in capital |
484,594 | |||
| Additional paid-in capital – stock options |
24,862 | |||
| Retained earnings designated as paid-in surplus |
844,755 | |||
|
|
|
|||
| Total permanent capital |
$ | 1,744,061 | ||
|
|
|
|||
(14)
WOODWAY FINANCIAL ADVISORS, A TRUST COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2014
NOTE 11 – COMMITMENTS AND CONTINGENCIES
The Company purchases certain services from unaffiliated third-parties in the normal course of business. A large number of these services are received under contracts with terms ranging from one to five years.
In exchange for keeping minimum balances of client funds in certain money market mutual funds, the Company receives securities custody and safekeeping services at no cost. In addition, certain investment services are paid for using commissions earned by the Company for directing securities trades to securities brokers.
NOTE 12 – SUBSEQUENT EVENT
In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through May 22, 2015, the date the financial statements were available to be issued.
On January 22, 2015, the Company announced that it had signed an agreement to be acquired by Westwood Holdings Group, Inc. The transaction, which was subject to approval by the Texas Department of Banking and other customary closing conditions, was effective April 1, 2015.
(15)
Woodway Financial Advisors, A Trust Company
Financial Statements
For the Three Months Ended March 31, 2015
CONTENTS
| Page | ||||
| Balance Sheet as of March 31, 2015 (unaudited) |
1 | |||
| Statement of Income for the Three Months Ended March 31, 2015 (unaudited) |
2 | |||
| Statement of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2015 (unaudited) |
3 | |||
| Statement of Cash Flows for the Three Months Ended March 31, 2015 (unaudited) |
4 | |||
| Notes to the Financial Statements (unaudited) |
5 | |||
WOODWAY FINANCIAL ADVISORS, A TRUST COMPANY
BALANCE SHEET (UNAUDITED)
MARCH 31, 2015
| ASSETS |
||||
| Current assets |
||||
| Cash and cash equivalents |
$ | 1,205,445 | ||
| Accounts receivable |
940,538 | |||
| Prepaid expenses and other |
248,106 | |||
|
|
|
|||
| Total current assets |
2,394,089 | |||
| Property and equipment, net |
196,962 | |||
|
|
|
|||
| TOTAL ASSETS |
$ | 2,591,051 | ||
|
|
|
|||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||
| Current liabilities |
||||
| Accounts payable and accrued expenses |
$ | 81,587 | ||
| Other current liabilities |
5,415 | |||
|
|
|
|||
| Total current liabilities |
87,002 | |||
| Other liabilities |
6,246 | |||
|
|
|
|||
| Total liabilities |
93,248 | |||
| Stockholders’ equity |
||||
| Common stock, $1 par value, 500,000 shares authorized; 401,050 issued and outstanding |
401,050 | |||
| Additional paid-in capital |
562,602 | |||
| Retained earnings – restricted |
844,755 | |||
| Retained earnings – unrestricted, $100,000 appropriated for contingencies |
689,396 | |||
|
|
|
|||
| Total stockholders’ equity |
2,497,803 | |||
|
|
|
|||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ | 2,591,051 | ||
|
|
|
|||
The accompanying notes are an integral part of these financial statements.
(1)
WOODWAY FINANCIAL ADVISORS, A TRUST COMPANY
STATEMENT OF INCOME (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2015
| Income |
||||
| Fees |
$ | 2,665,558 | ||
| Interest |
9,951 | |||
|
|
|
|||
| Total income |
2,675,509 | |||
| Expenses |
||||
| Compensation and employee benefits |
1,037,180 | |||
| Information technology |
125,403 | |||
| Advertising and marketing |
74,315 | |||
| Occupancy |
75,218 | |||
| Acquisition |
138,397 | |||
| Other operating |
160,632 | |||
|
|
|
|||
| Total expenses |
1,611,145 | |||
|
|
|
|||
| Income before income taxes and gain on sale of investment |
1,064,364 | |||
| Gain on sale of investment |
16,857 | |||
|
|
|
|||
| Income before income taxes |
1,081,221 | |||
|
|
|
|||
| Income tax expense |
14,736 | |||
|
|
|
|||
| NET INCOME |
$ | 1,066,485 | ||
|
|
|
|||
The accompanying notes are an integral part of these financial statements.
(2)
WOODWAY FINANCIAL ADVISORS, A TRUST COMPANY
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2015
| Additional | ||||||||||||||||||||||||||||
| Common Stock Issued | Additional Paid-In Capital |
Paid-In Capital – Stock Options |
Retained Earnings – Restricted |
Retained Earnings – Unrestricted |
Total Stockholders’ Equity |
|||||||||||||||||||||||
| Number of Shares |
Par Value | |||||||||||||||||||||||||||
| BALANCE, DECEMBER 31, 2014 |
389,850 | $ | 389,850 | $ | 484,594 | $ | 24,862 | $ | 844,755 | $ | 3,362,238 | $ | 5,106,299 | |||||||||||||||
| Stock option expense |
— | — | — | 25,613 | — | — | 25,613 | |||||||||||||||||||||
| Stock options exercised |
11,200 | 11,200 | 78,008 | (50,475 | ) | — | — | 38,733 | ||||||||||||||||||||
| Net income |
— | — | — | — | — | 1,066,485 | 1,066,485 | |||||||||||||||||||||
| Distribution |
— | — | — | — | — | (436,120 | ) | (436,120 | ) | |||||||||||||||||||
| Dividends on common stock, $8.46 per share |
— | — | — | — | — | (3,303,207 | ) | (3,303,207 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| BALANCE, MARCH 31, 2015 |
401,050 | $ | 401,050 | $ | 562,602 | $ | — | $ | 844,755 | $ | 689,396 | $ | 2,497,803 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
The accompanying notes are an integral part of these financial statements.
(3)
WOODWAY FINANCIAL ADVISORS, A TRUST COMPANY
STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2015
| Cash flows from operating activities |
||||
| Net income |
$ | 1,066,485 | ||
| Adjustments to reconcile net income to net cash from operating activities: |
||||
| Depreciation |
21,538 | |||
| Gain on sale of marketable securities |
(16,857 | ) | ||
| Premium amortization |
1,376 | |||
| Discount accretion |
(234 | ) | ||
| Stock option expense |
25,613 | |||
| Change in operating assets and liabilities: |
||||
| Accounts receivable |
30,020 | |||
| Accrued interest receivable |
12,082 | |||
| Prepaid expenses and other |
(67,091 | ) | ||
| Accounts payable and accrued expenses |
(454,454 | ) | ||
| Other current liabilities |
972 | |||
| Other liabilities |
(2,083 | ) | ||
|
|
|
|||
| Net cash from operating activities |
617,367 | |||
| Cash flows from investing activities |
||||
| Proceeds from sale of marketable securities |
1,831,126 | |||
|
|
|
|||
| Net cash from investing activities |
1,831,126 | |||
| Cash flows from financing activities |
||||
| Proceeds from issuance of common stock |
38,733 | |||
| Distributions paid |
(436,120 | ) | ||
| Dividends on common stock paid |
(3,303,207 | ) | ||
|
|
|
|||
| Net cash from financing activities |
(3,700,594 | ) | ||
|
|
|
|||
| Net change in cash and cash equivalents |
(1,252,101 | ) | ||
| Cash and cash equivalents, beginning of year |
2,457,546 | |||
|
|
|
|||
| Cash and cash equivalents, end of year |
$ | 1,205,445 | ||
|
|
|
|||
| Supplemental cash flow information: |
||||
| State income taxes paid |
$ | 59,409 | ||
The accompanying notes are an integral part of these financial statements.
(4)
WOODWAY FINANCIAL ADVISORS, A TRUST COMPANY
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2015
NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Woodway Financial Advisors, a Trust Company (the “Company”), a Texas subchapter S corporation, was organized to have full trust company powers as recognized by the Texas State Banking Commission. Financial services are provided to individuals and families, including corporate executives, professionals and closely-held businesses. Financial services include individual financial counseling, investment analysis and management, trust and estate services, and special financial services for organizations.
Basis of Accounting – The Company maintains its accounts on the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America (GAAP).
Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Recent Accounting Pronouncements – The Company has implemented all new accounting pronouncements and does not believe there are any new pronouncements that have been issued that may have a material impact on the financial statements.
Descriptions of significant accounting policies are included in Note 1 to the audited financial statements as of and for the year ended December 31, 2014. There have been no significant changes to these policies.
Subsequent Event – In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through June 10, 2015, the date the financial statements were available to be issued.
On April 1, 2015, the Company was acquired by Westwood Holdings Group, Inc. (Westwood Trust), pursuant to a reorganization agreement and agreement and plan of merger dated January 15, 2015. Woodway merged with Westwood Trust, who is the surviving entity of the merger. Westwood Trust’s execution of the Merger Agreement was previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 16, 2015.
NOTE 2 – INVESTMENTS
During 2015, the Company liquidated its investment holdings in preparation of being acquired by Westwood Trust. The Company had proceeds from sales of $1,831,126 resulting in realized gains of $16,857.
NOTE 3 – STOCK-BASED COMPENSATION
During 2015, the remaining 7,000 of unvested shares were fully vested as part of the acquisition transaction. The remaining $25,613 of unrecognized compensation expense was recognized in the quarter ending March 31, 2015. In addition, all 11,200 vested shares were exercised during the quarter as part of the acquisition transaction. For the quarter ended March 31, 2015, 600 shares were exercised at the strike price for $38,733. The remaining 10,600 shares were exercised under cashless transaction provisions for net settlement upon close of the acquisition.
(5)
WOODWAY FINANCIAL ADVISORS, A TRUST COMPANY
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2015
NOTE 4 – DISTRIBUTIONS
In addition to its regular shareholder dividend, the Company paid a supplemental distribution of $2,435,224, representing the amount of working capital in excess of the net working capital requirement in the Merger Agreement.
NOTE 5 – REGULATORY CAPITAL
The Company operates under a charter issued by the Texas Department of Banking and is required to maintain restricted capital of at least $1,500,000. The Company considers restricted capital to be capital stock, paid-in surplus, and a portion of retained earnings designated as restricted. As of March 31, 2015, restricted capital consists of the following:
| Common stock |
$ | 401,050 | ||
| Additional paid-in capital |
562,602 | |||
| Additional paid-in capital – stock options |
— | |||
| Retained earnings designated as paid-in surplus |
844,755 | |||
|
|
|
|||
| Total permanent capital |
$ | 1,808,407 | ||
|
|
|
(6)
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On January 15, 2015, Westwood Holdings Group, Inc. (“Westwood” or the “Company”) entered into an agreement to acquire Woodway Financial Advisors, a Trust Company (“Woodway”), a Houston-based private wealth and trust company that managed assets of approximately $1.6 billion at December 31, 2014. Westwood completed the acquisition on April 1, 2015. Pursuant to the acquisition agreement, on April 1, 2015, Woodway merged with Westwood Trust, a wholly-owned subsidiary of Westwood, with Westwood Trust being the surviving entity (the “Merger”). The total Merger consideration consisted of (i) $31 million in cash and stock, as described below, and (ii) contingent consideration, or earn-out amount, equal to the annualized revenue from the post-closing business of Woodway for the twelve-month period ending March 31, 2016 (the “Earn-Out Period”), adjusted for certain clients or accounts that have terminated, and capped at $15 million (the “Earn-Out Amount”). The Earn-Out Amount will be paid 54.84% in cash and 45.16% in shares of Westwood’s common stock, valued using the average closing price during the last 30 calendar days of the Earn-Out Period. In relation to the Merger, Westwood entered into employment agreements with certain Woodway employees, which, among other things, provided for specified compensation and benefits for the related employees.
The preliminary estimated Merger consideration of $40.3 million consisted of (i) closing date consideration of $25.3 million paid in cash and the issuance of 109,712 shares of Westwood common stock, valued at $5.7 million (discounted from $6.7 million due to certain required holding periods), and (ii) preliminary estimated contingent consideration of $9.3 million, based on estimates and assumptions as of the closing date of the acquisition, to be paid after the Earn-Out Period. The acquired assets were deemed to constitute a business in a transaction using the purchase method of accounting for business combinations.
The unaudited pro forma condensed combined financial statements presented below are based on, and should be read in conjunction with, the historical information that Westwood has presented in filings with the Securities and Exchange Commission (“SEC”) and the audited and unaudited financial statements of Woodway as provided in Exhibit 99.2 of the Current Report on Form 8-K/A. The unaudited pro forma condensed combined balance sheet as of March 31, 2015 gives effect to the Merger described in note (1) to the unaudited pro forma condensed combined financial statements as if it had occurred on March 31, 2015, and combines the historical balance sheets of Westwood and Woodway as of March 31, 2015. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2015 and for the year ended December 31, 2014 are presented as if the merger had occurred on January 1, 2014, and combine the historical results of Westwood and Woodway for the periods presented.
The historical financial information is adjusted to give effect to pro forma events that are directly attributable to the Merger, factually supportable, and can be estimated. The unaudited pro forma condensed combined statements of operations do not include any items not expected to have a continuing impact on the combined results of the businesses.
It is management’s opinion that these pro forma financial statements include all adjustments necessary for the fair presentation, in all material respects, of the proposed transaction described above in accordance with generally accepted accounting principles in the United States applied on a basis consistent with Westwood’s accounting policies. In order to determine the fair value of the assets acquired, management engaged an independent third-party expert to provide a valuation using the income approach. A final valuation of the purchase price to the assets acquired and the liabilities assumed in the acquisition has not been completed, and the allocation reflected in the unaudited pro forma condensed combined financial statements should be considered preliminary and is subject to the completion of the valuation of the assets acquired and liabilities assumed. The final purchase price and final allocation of the purchase price could differ materially from the pro forma information included herein. The fair value of contingent consideration and amounts preliminarily allocated to intangible assets and goodwill may change materially. Additionally, amortization methods and useful lives may differ from the assumptions used in this unaudited pro forma condensed combined financial information, which could result in a material change in amortization expense.
The unaudited pro forma condensed combined financial statements should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements and were prepared in accordance with the regulations of the SEC and should not be considered indicative of the financial position or results of operations that would have occurred if the acquisition had been consummated on the dates indicated, nor are they indicative of the expected future financial position or results of operations of the condensed combined company.
Unaudited Pro Forma Condensed Combined Balance Sheet
March 31, 2015
| Westwood Holdings Group, Inc. |
Woodway Financial Advisors |
Pro Forma Adjustments |
Pro Forma Combined |
|||||||||||||
| (in thousands) | ||||||||||||||||
| ASSETS | ||||||||||||||||
| Current Assets: |
||||||||||||||||
| Cash and cash equivalents |
$ | 19,607 | $ | 1,205 | $ | (234 | )(a) | $ | 20,578 | |||||||
| Accounts receivable |
14,840 | 936 | — | 15,776 | ||||||||||||
| Investments, at fair value |
64,039 | — | (25,331 | )(a) | 38,708 | |||||||||||
| Deferred income taxes |
4,826 | — | — | 4,826 | ||||||||||||
| Other current assets |
2,538 | 253 | — | 2,791 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total current assets |
105,850 | 2,394 | (25,565 | ) | 82,679 | |||||||||||
| Goodwill |
11,255 | — | 11,655 | (b) | 22,910 | |||||||||||
| Deferred income taxes |
3,542 | — | — | 3,542 | ||||||||||||
| Intangible assets, net |
3,340 | — | 26,099 | (c) | 29,439 | |||||||||||
| Property and equipment, net |
2,871 | 197 | — | 3,068 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total assets |
$ | 126,858 | $ | 2,591 | $ | 12,189 | $ | 141,638 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||
| Current Liabilities: |
||||||||||||||||
| Accounts payable and accrued liabilities |
$ | 3,694 | $ | 61 | $ | 9,175 | (d) | $ | 12,930 | |||||||
| Dividends payable |
4,792 | — | — | 4,792 | ||||||||||||
| Compensation and benefits payable |
5,284 | — | — | 5,284 | ||||||||||||
| Income taxes payable |
2,031 | 20 | — | 2,051 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total current liabilities |
15,801 | 81 | 9,175 | 25,057 | ||||||||||||
| Accrued dividends |
914 | — | — | 914 | ||||||||||||
| Deferred rent |
1,216 | 12 | (12 | )(e) | 1,216 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total liabilities |
17,931 | 93 | 9,163 | 27,187 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Commitments and contingencies |
||||||||||||||||
| Stockholders’ Equity: |
||||||||||||||||
| Common stock |
93 | 401 | (400 | )(f) | 94 | |||||||||||
| Additional paid-in capital |
125,661 | 563 | 5,104 | (f) | 131,328 | |||||||||||
| Treasury stock |
(35,893 | ) | — | — | (35,893 | ) | ||||||||||
| Accumulated other comprehensive loss |
(2,619 | ) | — | — | (2,619 | ) | ||||||||||
| Retained earnings |
21,685 | 1,534 | (1,678 | )(f) | 21,541 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total stockholders’ equity |
108,927 | 2,498 | 3,026 | 114,451 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total liabilities and stockholders’ equity |
$ | 126,858 | $ | 2,591 | $ | 12,189 | $ | 141,638 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Unaudited Pro Forma Condensed Combined Statement of Operations
Three Months Ended March 31, 2015
| Westwood Holdings Group, Inc. |
Woodway Financial Advisors |
Pro Forma Adjustments |
Pro Forma Combined |
|||||||||||||
| (in thousands, except per share data and share amounts) | ||||||||||||||||
| REVENUES: |
||||||||||||||||
| Advisory fees |
||||||||||||||||
| Asset based |
$ | 23,929 | $ | — | $ | — | $ | 23,929 | ||||||||
| Performance based |
288 | — | — | 288 | ||||||||||||
| Trust fees |
5,150 | 2,666 | — | 7,816 | ||||||||||||
| Other, net |
241 | 26 | — | 267 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total revenues |
29,608 | 2,692 | — | 32,300 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| EXPENSES: |
||||||||||||||||
| Employee compensation and benefits |
15,309 | 1,023 | 186 | (a) | 16,518 | |||||||||||
| Sales and marketing |
395 | 70 | — | 465 | ||||||||||||
| Westwood mutual funds |
827 | — | — | 827 | ||||||||||||
| Information technology |
1,037 | 135 | — | 1,172 | ||||||||||||
| Professional services |
2,072 | 184 | (835 | )(b) | 1,421 | |||||||||||
| General and administrative |
1,590 | 199 | 373 | (c) | 2,162 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total expenses |
21,230 | 1,611 | (276 | ) | 22,565 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income before income taxes |
8,378 | 1,081 | 276 | 9,735 | ||||||||||||
| Provision for income taxes |
2,768 | 15 | 454 | (d) | 3,237 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income |
$ | 5,610 | $ | 1,066 | $ | (178 | ) | $ | 6,498 | |||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Earnings per share: |
||||||||||||||||
| Basic |
$ | 0.74 | $ | 0.84 | ||||||||||||
|
|
|
|
|
|||||||||||||
| Diluted |
$ | 0.71 | $ | 0.82 | ||||||||||||
|
|
|
|
|
|||||||||||||
| Weighted average shares outstanding: |
||||||||||||||||
| Basic |
7,596,223 | 109,712 | (e) | 7,705,935 | ||||||||||||
|
|
|
|
|
|
|
|||||||||||
| Diluted |
7,861,090 | 109,712 | (e) | 7,970,802 | ||||||||||||
|
|
|
|
|
|
|
|||||||||||
Unaudited Pro Forma Condensed Combined Statement of Operations
Year Ended December 31, 2014
| Westwood Holdings Group, Inc. |
Woodway Financial Advisors |
Pro Forma Adjustments |
Pro Forma Combined |
|||||||||||||
| (in thousands, except per share data and share amounts) | ||||||||||||||||
| REVENUES: |
||||||||||||||||
| Advisory fees |
||||||||||||||||
| Asset based |
$ | 88,473 | $ | — | $ | — | $ | 88,473 | ||||||||
| Performance based |
3,806 | — | — | 3,806 | ||||||||||||
| Trust fees |
20,525 | 10,437 | — | 30,962 | ||||||||||||
| Other, net |
437 | 51 | — | 488 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total revenues |
113,241 | 10,488 | — | 123,729 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| EXPENSES: |
||||||||||||||||
| Employee compensation and benefits |
52,847 | 3,581 | 829 | (a) | 57,257 | |||||||||||
| Sales and marketing |
1,673 | 270 | — | 1,943 | ||||||||||||
| Westwood mutual funds |
2,543 | — | — | 2,543 | ||||||||||||
| Information technology |
3,469 | 509 | — | 3,978 | ||||||||||||
| Professional services |
4,905 | 329 | (580 | )(b) | 4,654 | |||||||||||
| General and administrative |
5,768 | 606 | 1,490 | (c) | 7,864 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total expenses |
71,205 | 5,295 | 1,739 | 78,239 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income before income taxes |
42,036 | 5,193 | (1,739 | ) | 45,490 | |||||||||||
| Provision for income taxes |
14,787 | 60 | 1,179 | (d) | 16,026 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income |
$ | 27,249 | $ | 5,133 | $ | (2,918 | ) | $ | 29,464 | |||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Earnings per share: |
||||||||||||||||
| Basic |
$ | 3.63 | $ | 3.87 | ||||||||||||
|
|
|
|
|
|||||||||||||
| Diluted |
$ | 3.45 | $ | 3.68 | ||||||||||||
|
|
|
|
|
|||||||||||||
| Weighted average shares outstanding: |
||||||||||||||||
| Basic |
7,512,348 | 109,712 | (e) | 7,622,060 | ||||||||||||
|
|
|
|
|
|
|
|||||||||||
| Diluted |
7,906,545 | 109,712 | (e) | 8,016,257 | ||||||||||||
|
|
|
|
|
|
|
|||||||||||
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
| 1. | Description of Transaction |
On January 15, 2015, Westwood Holdings Group, Inc. (“Westwood” or the “Company”) entered into an agreement to acquire Woodway Financial Advisors, a Trust Company (“Woodway”), a Houston-based private wealth and trust company that managed assets of approximately $1.6 billion at December 31, 2014. Westwood completed the acquisition on April 1, 2015. Pursuant to the acquisition agreement, on April 1, 2015, Woodway merged with Westwood Trust, a wholly-owned subsidiary of Westwood, with Westwood Trust being the surviving entity (the “Merger”). The total Merger consideration consisted of (i) $31 million in cash and stock, as described below, and (ii) contingent consideration, or earn-out amount, equal to the annualized revenue from the post-closing business of Woodway for the twelve-month period ending March 31, 2016 (the “Earn-Out Period”), adjusted for certain clients or accounts that have terminated, and capped at $15 million (the “Earn-Out Amount”). The Earn-Out Amount will be paid 54.84% in cash and 45.16% in shares of Westwood’s common stock, valued using the average closing price during the last 30 calendar days of the Earn-Out Period. In relation to the Merger, Westwood entered into employment agreements with certain Woodway employees, which, among other things, provided for specified compensation and benefits for the related employees.
The preliminary estimated Merger consideration of $40.3 million consisted of (i) closing date consideration of $25.3 million paid in cash and issuance of 109,712 shares of Westwood common stock, valued at $5.7 million (discounted from $6.7 million due to certain required holding periods), and (ii) preliminary estimated contingent consideration of $9.3 million, based on estimates and assumptions on the closing date of the acquisition, to be paid no later than 75 days after the last day of the Earn-Out Period.
The acquisition of Woodway will be accounted for using the purchase method of accounting. Accordingly, the purchase price will be allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values as of the acquisition date. For purposes of this pro forma analysis, estimated consideration of $40.3 million has been preliminarily allocated using Woodway’s historical balance sheet at March 31, 2015, based on a third party valuation 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 the pro forma 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 |
252 | |||
| Goodwill (i) |
11,655 | |||
| Identifiable intangibles (ii) |
26,099 | |||
| Property and equipment |
197 | |||
| Accounts payable and accrued liabilities |
(61 | ) | ||
| Income tax payable |
(20 | ) | ||
|
|
|
|||
| Preliminary purchase price |
$ | 40,263 | ||
|
|
|
|||
| (i) | The excess of the preliminary purchase price over the fair value amounts assigned to assets acquired and liabilities assumed represents the goodwill amount resulting from the acquisition. |
| (ii) | The fair value of the acquired identifiable intangibles consists of (in thousands, except useful lives): |
| Estimated Useful Lives |
||||||||
| Customer accounts |
$ | 25,085 | 20 years | |||||
| Non-compete agreements |
248 | 3 years | ||||||
| Trade name |
766 | 5 years | ||||||
| 2. | Pro Forma Adjustments |
Pro forma adjustments are necessary to reflect the purchase price and amounts related to Woodway’s tangible and intangible assets acquired and liabilities assumed at an amount equal to the preliminary estimate of their fair values. There were no intercompany balances or transactions between Westwood and Woodway as of the dates or for the periods of these pro forma condensed combined financial statements.
Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments as of March 31, 2015
The pro forma adjustments included in the unaudited pro forma condensed combined balance sheet are as follows:
| (a) | To record the initial cash consideration of $25.3 million, funded through the sale of certain short-term investments, and related transaction costs paid after March 31, 2015 of $227,000. As the acquisition-related costs will not have a continuing impact, these costs are not reflected in the unaudited pro forma condensed combined statements of operations. |
| (b) | To record the estimated fair value of goodwill resulting from the preliminary valuation of acquired assets and assumed liabilities, as if the acquisition had occurred on March 31, 2015. Goodwill resulting from the acquisition is not amortized and will be assessed for impairment at least annually. |
| (c) | To record the estimated fair value of identifiable intangible assets resulting from the preliminary valuation of acquired assets and assumed liabilities as if the acquisition had occurred on March 31, 2015. Intangible assets are amortized over their estimated useful lives. |
| (d) | To record the preliminarily-estimated $9.3 million Earn-Out Amount to be paid after the Earn-Out Period and to record the payment of $82,000 of acquisition-related transaction costs accrued at March 31, 2015. As the acquisition-related costs will not have a continuing impact, these costs are not reflected in the unaudited pro forma condensed combined statements of operations. |
| (e) | To eliminate Woodway’s deferred rent as of March 31, 2015, as non-cash liabilities are eliminated in purchase accounting. |
| (f) | To eliminate the stockholders’ equity of Woodway, to record the issuance of 109,712 shares of Westwood common stock ($1,097 common stock and $5,667,000 additional paid-in capital), as part of the consideration for the acquisition of Woodway, and to record the expense for acquisition-related transaction costs of $145,000 expensed and paid after March 31, 2015. As the acquisition-related costs will not have a continuing impact, these costs are not reflected in the unaudited pro forma condensed combined statements of operations. |
Unaudited Pro Forma Condensed Combined Statement of Operations Adjustments for the Three Months Ended March 31, 2015
The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2015 are as follows:
| (a) | To record additional compensation costs related to employment contracts entered into as a result of the acquisition. |
| (b) | To remove acquisition-related transaction costs expensed during the three months ended March 31, 2015, as such costs will not have a continuing impact on the combined results of operations. |
| (c) | To record the estimated amortization expense on the fair value of the identifiable intangible assets acquired. |
| (d) | To adjust the provision for income taxes using an estimated effective tax rate of 33.3% for the three months ended March 31, 2015. |
| (e) | To adjust for the issuance of 109,712 shares of Westwood common stock as part of the closing consideration for the acquisition of Woodway. This adjustment does not include Westwood common stock to be issued for the contingent consideration related to the Earn-Out Amount. |
Unaudited Pro Forma Condensed Combined Statement of Operations Adjustments for the Year Ended December 31, 2014
The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2014 are as follows:
| (a) | To record additional compensation costs related to employment contracts entered into as a result of the acquisition. |
| (b) | To remove acquisition-related transaction costs expensed during the year ended December 31, 2014, as such costs will not have a continuing impact on the combined results of operations. |
| (c) | To record the estimated amortization expense on the fair value of the identifiable intangible assets acquired. |
| (d) | To adjust the provision for income taxes using an estimated effective tax rate of 35.2% for the year ended December 31, 2014. |
| (e) | To adjust for the issuance of 109,712 shares of Westwood common stock as part of the closing consideration for the acquisition of Woodway. This adjustment does not include Westwood common stock to be issued for the contingent consideration related to the Earn-Out Amount. |