SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2015 

WESTWOOD HOLDINGS GROUP, INC.
(Exact name of registrant as specified in charter)

Delaware    001-31234    75-2969997
(State or other jurisdiction    (Commission    (IRS Employer
of incorporation)     File Number)    Identification No.)

200 Crescent Court, Suite 1200
Dallas, Texas 75201
(Address of principal executive offices)

(214) 756-6900
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see  General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02:    RESULTS OF OPERATIONS AND FINANCIAL CONDITION

In accordance with Securities and Exchange Commission Release No. 34-47583, the following information, which is being furnished pursuant to the requirements of Item 2.02, “Results of Operations and Financial Condition,” is being reported under Item 7.01, “Regulation FD Disclosure.”

On October 28, 2015, Westwood Holdings Group, Inc. issued a press release entitled “Westwood Holdings Group, Inc. Reports Third Quarter 2015 Results; Quarterly Dividend Increased 14%”, a copy of which is furnished with this Current Report on Form 8-K as Exhibit 99.1.

The information in this Current Report on Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

ITEM 7.01:    REGULATION FD DISCLOSURE

Westwood announced today that its Board of Directors has approved the payment of a quarterly cash dividend of $0.57 per common share payable on January 4, 2016 to stockholders of record on December 15, 2015.

ITEM 9.01:    FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits: The following exhibit is furnished with this report:

Exhibit Number                    Description
 	 	
99.1	Press Release dated October 28, 2015, entitled “Westwood Holdings Group, Inc. Reports Third Quarter 2015 Results; Quarterly Dividend Increased 14%”.	

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.

Date: October 28, 2015 

WESTWOOD HOLDINGS GROUP, INC.

By:    /s/ Tiffany B. Kice        
Tiffany B. Kice
Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit Number        Description
 	 	
99.1	Press Release dated October 28, 2015, entitled “Westwood Holdings Group, Inc. Reports Third Quarter 2015 Results; Quarterly Dividend Increased 14%”.	

Westwood Holdings Group, Inc. Reports Third Quarter 2015 Results

Quarterly Dividend Increased 14%

Dallas, TX, October 28, 2015 – Westwood Holdings Group, Inc. (NYSE: WHG) today reported that third quarter 2015 revenues rose 15% to $32.5 million, a $4.4 million increase compared to revenues of $28.1 million in the third quarter of 2014, with $2.5 million of the increase attributable to the Woodway acquisition. Assets Under Management ("AUM") totaled $20.4 billion at September 30, 2015.

Third quarter 2015 net income of $7.0 million was relatively flat versus the third quarter of 2014. Diluted earnings per share (“Diluted EPS”) was $0.87, compared to Diluted EPS of $0.92 for the same period of the prior year, primarily due to an increase in diluted weighted average shares outstanding. Shares issued or contingently issuable in connection with the Woodway acquisition accounted for $0.02 of the decrease in Diluted EPS. Third quarter 2015 non-GAAP Economic Earnings of $12.4 million increased 14% from $10.9 million in the third quarter of 2014. Non-GAAP Economic Earnings per share of $1.55 increased 10% from $1.41 in the third quarter of 2014.

Highlights related to our third quarter 2015 results include:
 	 	
▪	Revenues increased 15% to $32.5 million compared to the same period last year.	

▪	Cash dividend of $0.57, an increase of 14% from the previous quarterly dividend rate.	

▪	Strong relative performance for our high conviction U.S. value equity and global convertible strategies.	

Brian Casey, Westwood’s President & CEO, commented, “The third quarter reminded us that volatility remains alive and well across the capital markets. We believe the sell-off was indiscriminate, particularly in the Emerging Markets and MLP asset classes. The performance of many of our strategies has been strong this year, especially for our U.S. value equity and convertible offerings. Our business continues to perform well, and we are pleased to announce a meaningful increase in our dividend this quarter, extending our history of providing our shareholders with an attractive yield.”

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. At quarter end, Westwood had $80 million in cash and investments, stockholders’ equity of $130 million, and no debt.

1

Economic Earnings and Economic EPS are non-GAAP performance measures and are explained and reconciled with the most comparable GAAP numbers in the attached tables.

Westwood will host a conference call to discuss third quarter 2015 results and other business matters at 4:30 p.m. Eastern time today. To join the conference call, dial 877-303-6235 (domestic and Canada) or 631-291-4837 (international). The conference call can also be accessed via our Investor Relations page at westwoodgroup.com and will be available for replay through November 4, 2015 by dialing 855-859-2056 (domestic and Canada) or 404-537-3406 (international) and then entering the passcode 55597552.

About Westwood

Westwood Holdings Group, Inc. provides investment management services to institutional investors, private wealth clients and financial intermediaries. With $20.4 billion in assets under management (as of September 30, 2015), the firm offers a range of investment strategies including U.S. equities, Master Limited Partnerships (MLPs), Multi-Asset, Global and Emerging Markets equities, and Global Convertible securities portfolios. Access to these strategies is available through separate accounts, commingled funds, the Westwood Funds® family of mutual funds, and UCITS funds. Westwood benefits from significant, broad-based employee ownership and trades on the New York Stock Exchange under the symbol “WHG.” Based in Dallas, Westwood also maintains offices in Toronto, Boston, Omaha and Houston.

For more information on Westwood, please visit www.westwoodgroup.com.

For more information on the Westwood Funds®, please visit www.westwoodfunds.com.

2

Forward-looking Statements

Statements in this press release that are not purely historical facts, including, without limitation, statements about our expected future financial position, results of operations or cash flows, as well as other statements including without limitation, words such as “anticipate,” “forecast,” “believe,” “plan,” “estimate,” “expect,” “intend,” “should,” “could,” “goal,” “may,” “target,” “designed,” “on track,” “comfortable with,” “optimistic” and other similar expressions, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results and the timing of some events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including, without limitation: regulations adversely affecting the financial services industry; the composition and market value of our assets under management; competition in the investment management industry; our investments in foreign companies; our ability to develop and market new investment strategies successfully; our ability to pursue and properly integrate acquired businesses; litigation risks; our ability to retain qualified personnel; our relationships with current and potential customers; our ability to properly address conflicts of interest; our ability to maintain adequate insurance coverage; our ability to maintain an effective information systems; our ability to maintain effective cyber security; our ability to maintain an effective system of internal controls; our ability to maintain our fee structure in light of competitive fee pressures; our relationships with investment consulting firms; the significant concentration of our revenues in a small number of customers; and the other risks detailed from time to time in Westwood’s SEC filings, including, but not limited to, its annual report on Form 10-K for the year ended December 31, 2014 and its quarterly reports on Form 10-Q for the quarters ended March 31, 2015, June 30, 2015, and September 30, 2015. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by law, Westwood is not obligated to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

# # # #

SOURCE: Westwood Holdings Group, Inc.

(WHG-G)
CONTACT:
Westwood Holdings Group, Inc.
Tiffany B. Kice
Chief Financial Officer and Treasurer
(214) 756-6900

3

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, except per share and share amounts)
(unaudited)

 	
 	 	 	 	 	 	 	 	 	 	 	 	
 	Three Months Ended	
 	September 30,
2015	 	June 30,
2015	 	September 30,
2014	
REVENUES:	 	 	 	 	 	
Advisory fees:	 	 	 	 	 	
Asset based	$	24,940	
 	 	$	27,458	
 	 	$	22,857	
 	
Performance based	—	
 	 	1,918	
 	 	—	
 	
Trust fees	7,973	
 	 	7,921	
 	 	5,282	
 	
Other, net	(462	)	 	14	
 	 	(17	)	
Total revenues	32,451	
 	 	37,311	
 	 	28,122	

EXPENSES:	 	 	 	 	 	
Employee compensation and benefits	$	15,686	
 	 	$	16,512	
 	 	$	13,309	
 	
Sales and marketing	419	
 	 	496	
 	 	430	
 	
Westwood mutual funds	865	
 	 	901	
 	 	591	
 	
Information technology	1,626	
 	 	1,422	
 	 	807	
 	
Professional services	1,178	
 	 	1,031	
 	 	983	
 	
General and administrative	2,175	
 	 	2,197	
 	 	1,410	
 	
Total expenses	21,949	
 	 	22,559	
 	 	17,530	
 	
Income before income taxes	10,502	
 	 	14,752	
 	 	10,592	
 	
Provision for income taxes	3,489	
 	 	4,957	
 	 	3,474	
 	
Net income	$	7,013	
 	 	$	9,795	
 	 	$	7,118	
 	
Other comprehensive income (loss):	 	 	 	 	 	
   Foreign currency translation adjustments	(1,386	)	 	233	
 	 	(578	)	
Total comprehensive income	$	5,627	
 	 	$	10,028	
 	 	$	6,540	

Earnings per share:	 	 	

   Basic	$	0.90	
 	 	$	1.25	
 	 	$	0.95	
 	
   Diluted	$	0.87	
 	 	$	1.23	
 	 	$	0.92	

Weighted average shares outstanding:	 	 	 	 	 	
   Basic	7,808,239	
 	 	7,806,031	
 	 	7,525,489	
 	
   Diluted	8,037,080	
 	 	7,961,406	
 	 	7,734,309	

Economic Earnings	$	12,434	
 	 	$	14,352	
 	 	$	10,881	
 	
Economic EPS	$	1.55	
 	 	$	1.80	
 	 	$	1.41	

Dividends declared per share	$	0.50	
 	 	$	0.50	
 	 	$	0.44	

4

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, except per share and share amounts)
(unaudited)

 	
 	 	 	 	 	 	 	 	 	
 	Nine Months Ended September 30,	
 	2015	 	2014	
REVENUES:	 	 	 	
Advisory fees:	 	 	 	
Asset based	$	76,327	
 	 	$	65,341	
 	
Performance based	2,206	
 	 	3,806	
 	
Trust fees	21,044	
 	 	15,461	
 	
Other, net	(207	)	 	368	
 	
Total revenues	99,370	
 	 	84,976	

EXPENSES:	 	 	 	
Employee compensation and benefits	47,507	
 	 	39,026	
 	
Sales and marketing	1,310	
 	 	1,092	
 	
Westwood mutual funds	2,593	
 	 	1,965	
 	
Information technology	4,085	
 	 	2,536	
 	
Professional services	4,281	
 	 	3,554	
 	
General and administrative	5,962	
 	 	4,242	
 	
Total expenses	65,738	
 	 	52,415	
 	
Income before income taxes	33,632	
 	 	32,561	
 	
Provision for income taxes	11,214	
 	 	11,290	
 	
Net income	$	22,418	
 	 	$	21,271	
 	
Other comprehensive loss:	 	 	 	
   Foreign currency translation adjustments	(2,541	)	 	(600	)	
Total comprehensive income	$	19,877	
 	 	$	20,671	

Earnings per share:	 	 	 	
   Basic	$	2.90	
 	 	$	2.83	
 	
   Diluted	$	2.78	
 	 	$	2.73	

Weighted average shares outstanding:	 	 	 	
   Basic	7,737,608	
 	 	7,507,937	
 	
   Diluted	8,076,055	
 	 	7,801,073	

Economic Earnings	$	36,201	
 	 	$	31,758	
 	
Economic EPS	$	4.48	
 	 	$	4.07	

Dividends declared per share	$	1.50	
 	 	$	1.32	

 

5

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par value and share amounts)
(unaudited)

 	 	 	 	 	 	 	 	
 	September 30, 2015	 	December 31, 2014	
ASSETS	 	 	 	
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 $3,293 and $2,720	2,914	
 	 	2,633	
 	
      Total assets	$	166,217	
 	 	$	139,874	

LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	
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	
 	 	—	
 	
   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	

Stockholders’ Equity:	 	 	 	
Common stock, $0.01 par value, authorized 25,000,000 shares, issued 9,428,773 and outstanding 8,614,207 shares at September 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 - 814,566 shares at September 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	

6

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

 	 	 	 	 	 	 	 	
 	Nine Months Ended September 30,	
 	2015	 	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	(3	)	 	—	
 	
Changes 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 and prepaid income taxes	1,899	
 	 	6,496	
 	
Other liabilities	(28	)	 	(42	)	
   Net cash provided by operating activities	51,600	
 	 	20,868	

CASH FLOWS FROM INVESTING ACTIVITIES:	 	 	 	
   Purchases of property and equipment	(704	)	 	(337	)	
  Acquisition of Woodway	(24,133	)	 	—	
 	
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	
 	 	$	—	
 	
   Non-cash accrued contingent consideration	$	9,102	
 	 	$	—	

7

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
Reconciliation of Net Income to Economic Earnings
(in thousands, except per share and share amounts)
(unaudited)

 	 	 	 	 	 	 	 	 	 	 	 	
 	Three Months Ended	
 	September 30,
2015	 	June 30,
2015	 	September 30,
2014	
Net Income	$	7,013	
 	 	$	9,795	
 	 	$	7,118	
 	
Add: Stock based compensation expense	4,865	
 	 	4,017	
 	 	3,635	
 	
Add: Intangible amortization	400	
 	 	462	
 	 	90	
 	
Add: Tax benefit from goodwill amortization	156	
 	 	78	
 	 	38	
 	
Economic earnings	$	12,434	
 	 	$	14,352	
 	 	$	10,881	

Diluted weighted average shares	8,037,080	
 	 	7,961,406	
 	 	7,734,309	
 	
Economic EPS	$	1.55	
 	 	$	1.80	
 	 	$	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	8,076,055	
 	 	7,801,073	
 	
Economic EPS	$	4.48	
 	 	$	4.07	

As supplemental information, we are providing non-GAAP performance measures that we refer to as Economic Earnings and Economic Earnings per share ("Economic EPS"). We provide these measures in addition to, not as a substitute for, net income and earnings per share, which are reported on a GAAP basis. Management reviews Economic Earnings and Economic EPS to evaluate Westwood’s ongoing performance, allocate resources, and review dividend policy. We believe that these non-GAAP performance measures, while not substitutes for GAAP net income or earnings per share, are useful for management and investors when evaluating Westwood’s underlying operating and financial performance and its available resources. We do not advocate that investors consider these non-GAAP measures without also considering financial information prepared in accordance with GAAP.

We define Economic Earnings as net income plus non-cash equity-based compensation expense, amortization of intangible assets and deferred taxes related to goodwill. Although depreciation on fixed assets is a non-cash expense, we do not add it back when calculating Economic Earnings because depreciation charges represent an allocation of the decline in the value of the related assets that will ultimately require replacement. In addition, we do not adjust Economic Earnings for tax deductions related to restricted stock expense or amortization of intangible assets. Economic EPS represents Economic Earnings divided by diluted weighted average shares outstanding.

8