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): April 27, 2016 

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 April 27, 2016, Westwood Holdings Group, Inc. (“Westwood”) issued a press release entitled “Westwood Holdings Group, Inc. Reports First Quarter 2016 Results; Assets Under Management of $21.1 Billion”, 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, including Exhibit 99.1, 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 [July 1, 2016] to stockholders of record on [June 10, 2016].

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 April 27, 2016, entitled “Westwood Holdings Group, Inc. Reports First Quarter 2016 Results; Assets Under Management of $21.1 Billion”.	

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: April 27, 2016 

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 April 27, 2016, entitled “Westwood Holdings Group, Inc. Reports First Quarter 2016 Results; Assets Under Management of $21.1 Billion”.	

Westwood Holdings Group, Inc. Reports First Quarter 2016 Results
Assets Under Management of $21.1 Billion

Dallas, TX, April 27, 2016 – Westwood Holdings Group, Inc. (NYSE: WHG) today reported first quarter 2016 revenues of $29.1 million compared to revenues of $29.6 million in the first quarter of 2015. Asset-based advisory fees decreased $2.1 million due to lower average assets under management primarily related to asset depreciation, partially offset by asset inflows with higher average advisory fees. Trust fees increased $2.3 million related to Houston-based Woodway Financial Advisors - A Westwood Trust Company, which was acquired on April 1, 2015. Assets Under Management ("AUM") totaled $21.1 billion at March 31, 2016.

First quarter net income totaled $3.5 million compared with $5.6 million in the first quarter of 2015, primarily due to a $1.4 million decrease in advisory fees and a $0.5 million charge for one-time information technology implementation costs, both net of tax. Diluted earnings per share was $0.44 compared to $0.71 for the first quarter of 2015. Non-GAAP Economic Earnings for the quarter was $8.1 million versus $9.4 million in the prior year's first quarter. Non-GAAP Economic Earnings per share was $1.01 compared with $1.20 in the first quarter of 2015.

Highlights of our first quarter 2016 include:
 	 	
•	Continued robust performance in our LargeCap and Income Opportunity strategies.	
 	 	
•	Strong performance rebound in our Emerging Markets strategies.	
 	 	
•	Broadly neutral asset flows in a difficult industry-wide environment for U.S. equity allocations.	
 	 	
•	Repurchased 93,053 shares of our common stock at an aggregate purchase price of $4.4 million.	

Brian Casey, Westwood’s President & CEO, commented, “Market conditions were difficult for asset managers during the first quarter of 2016, and our revenues and net income were adversely affected by pressures in equity markets. We were pleased with the continued performance improvement of our flagship LargeCap Value product and the exceptional performance delivered by our Emerging Markets equity team. We believe firmly in the value of active investment management and the proven capabilities of our three investment teams. Our discipline and focus has served our clients well, especially during volatile market periods. We continue to make significant investments in people and systems in order to build an infrastructure capable of supporting a much larger, yet agile firm. Our recent firm-wide technology upgrade has resulted in greater mobility and accessibility while providing an advanced level of security for our clients.”

Westwood’s Board of Directors declared a quarterly cash dividend of $0.57 per common share, payable on July 1, 2016 to stockholders of record on June 10, 2016. At quarter-end, Westwood had $71.2 million in cash and investments, stockholders’ equity of $129.0 million, and no debt.

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 first quarter 2016 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 May 4, 2016 by dialing 855-859-2056 (domestic and Canada) or 404-537-3406 (international) and then entering the passcode 85600842.

About Westwood

Westwood Holdings Group, Inc. provides investment management services to institutional investors, private wealth clients and financial intermediaries. With $21.1 billion in assets under management * , our 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.

*As of March 31, 2016 

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 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, 2015 and its quarterly report on Form 10-Q for the quarter ended March 31, 2016. 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

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

 	
 	 	 	 	 	 	 	 	 	 	 	 	
 	Three Months Ended	
 	March 31,
2016	 	December 31,
2015	 	March 31,
2015	
REVENUES:	 	 	 	 	 	
Advisory fees:	 	 	 	 	 	
Asset-based	$	21,815	
 	 	$	22,948	
 	 	$	23,929	
 	
Performance-based	—	
 	 	492	
 	 	288	
 	
Trust fees	7,465	
 	 	7,751	
 	 	5,150	
 	
Other, net	(151	)	 	375	
 	 	241	
 	
Total revenues	29,129	
 	 	31,566	
 	 	29,608	

EXPENSES:	 	 	 	 	 	
Employee compensation and benefits	$	16,494	
 	 	$	16,055	
 	 	$	15,309	
 	
Sales and marketing	328	
 	 	529	
 	 	395	
 	
Westwood mutual funds	696	
 	 	842	
 	 	827	
 	
Information technology	1,964	
 	 	1,647	
 	 	1,037	
 	
Professional services	1,646	
 	 	1,336	
 	 	2,072	
 	
General and administrative	2,355	
 	 	2,569	
 	 	1,590	
 	
Total expenses	23,483	
 	 	22,978	
 	 	21,230	
 	
Income before income taxes	5,646	
 	 	8,588	
 	 	8,378	
 	
Provision for income taxes	2,124	
 	 	3,901	
 	 	2,768	
 	
Net income	$	3,522	
 	 	$	4,687	
 	 	$	5,610	
 	
Other comprehensive income (loss):	 	 	 	 	 	
Foreign currency translation adjustments	1,303	
 	 	(916	)	 	(1,388	)	
Total comprehensive income	$	4,825	
 	 	$	3,771	
 	 	$	4,222	

Earnings per share:	 	 	 	 	 	
Basic	$	0.45	
 	 	$	0.60	
 	 	$	0.74	
 	
Diluted	$	0.44	
 	 	$	0.58	
 	 	$	0.71	

Weighted average shares outstanding:	 	 	 	 	 	
   Basic	7,862,449	
 	 	7,813,142	
 	 	7,596,223	
 	
   Diluted	8,047,084	
 	 	8,124,268	
 	 	7,861,090	

Economic Earnings	$	8,093	
 	 	$	10,391	
 	 	$	9,416	
 	
Economic EPS	$	1.01	
 	 	$	1.28	
 	 	$	1.20	

Dividends declared per share	$	0.57	
 	 	$	0.57	
 	 	$	0.50	

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

 	 	 	 	 	 	 	 	
 	March 31, 2016	 	December 31, 2015	
ASSETS	 	 	 	
Current Assets:	 	 	 	
Cash and cash equivalents	$	26,425	
 	 	$	22,740	
 	
Accounts receivable	25,796	
 	 	19,618	
 	
Investments, at fair value	44,755	
 	 	72,320	
 	
Other current assets	2,263	
 	 	2,926	
 	
Total current assets	99,239	
 	 	117,604	
 	
Goodwill	27,144	
 	 	27,144	
 	
Deferred income taxes	11,178	
 	 	11,042	
 	
Intangible assets, net	22,864	
 	 	23,354	
 	
Property and equipment, net of accumulated depreciation of $3,895 and $3,687	4,027	
 	 	2,192	
 	
Total assets	$	164,452	
 	 	$	181,336	

LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	
Current Liabilities:	 	 	 	
Accounts payable and accrued liabilities	$	4,792	
 	 	$	3,549	
 	
Dividends payable	5,758	
 	 	5,749	
 	
Compensation and benefits payable	4,429	
 	 	20,264	
 	
Contingent consideration	9,309	
 	 	9,023	
 	
Income taxes payable	8,434	
 	 	6,268	
 	
Total current liabilities	32,722	
 	 	44,853	
 	
Accrued dividends	956	
 	 	1,699	
 	
Deferred rent	1,763	
 	 	817	
 	
Total liabilities	35,441	
 	 	47,369	

 	
 	 	 	
Stockholders’ Equity:	 	 	 	
Common stock, $0.01 par value, authorized 25,000,000 shares, issued 9,735,788 and outstanding 8,759,861 shares at March 31, 2016; issued 9,425,309 and outstanding 8,630,687 shares at December 31, 2015	97	
 	 	94	
 	
Additional paid-in capital	147,726	
 	 	143,797	
 	
Treasury stock, at cost - 975,927 shares at March 31, 2016; 794,622 shares at December 31, 2015	(43,631	)	 	(34,910	)	
Accumulated other comprehensive loss	(3,385	)	 	(4,688	)	
Retained earnings	28,204	
 	 	29,674	
 	
Total stockholders’ equity	129,011	
 	 	133,967	
 	
Total liabilities and stockholders’ equity	$	164,452	
 	 	$	181,336	

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

 	Three Months Ended March 31,	
 	2016	 	2015	
CASH FLOWS FROM OPERATING ACTIVITIES:	 	 	 	
Net income	$	3,522	
 	 	$	5,610	
 	
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	
Depreciation	258	
 	 	145	
 	
Amortization of intangible assets	490	
 	 	90	
 	
Unrealized losses (gains) on trading investments	(248	)	 	(119	)	
Stock based compensation expense	4,003	
 	 	3,678	
 	
Deferred income taxes	(109	)	 	(570	)	
Excess tax benefits from stock based compensation	(165	)	 	(1,392	)	
Net sales (purchases) of investments – trading securities	27,813	
 	 	15,700	
 	
Other non-cash, net	288	
 	 	—	
 	
Changes in operating assets and liabilities:	 	 	 	
Accounts receivable	(5,675	)	 	(690	)	
Other current assets	675	
 	 	42	
 	
Accounts payable and accrued liabilities	374	
 	 	1,285	
 	
Compensation and benefits payable	(15,749	)	 	(12,406	)	
Income taxes payable	1,666	
 	 	2,414	
 	
Other liabilities	82	
 	 	(6	)	
Net cash provided by operating activities	17,225	
 	 	13,781	
 	
CASH FLOWS FROM INVESTING ACTIVITIES:	 	 	 	
Purchases of property and equipment	(378	)	 	(288	)	
Net cash used in investing activities	(378	)	 	(288	)	
CASH FLOWS FROM FINANCING ACTIVITIES:	 	 	 	
Purchases of treasury stock	(4,411	)	 	—	
 	
Issuance of treasury stock under employee stock plans	(614	)	 	(1,289	)	
Restricted stock returned for payment of taxes	(3,696	)	 	(5,576	)	
Excess tax benefits from stock based compensation	165	
 	 	1,392	
 	
Cash dividends	(5,724	)	 	(4,855	)	
Net cash used in financing activities	(14,280	)	 	(10,328	)	
Effect of currency rate changes on cash	1,118	
 	 	(1,689	)	
NET INCREASE IN CASH AND CASH EQUIVALENTS	3,685	
 	 	1,476	
 	
Cash and cash equivalents, beginning of period	22,740	
 	 	18,131	
 	
Cash and cash equivalents, end of period	$	26,425	
 	 	$	19,607	

Supplemental cash flow information:	 	 	 	
Cash paid during the period for income taxes	$	541	
 	 	$	957	
 	
Accrued dividends	$	6,714	
 	 	$	5,706	
 	
Accrued purchase of property and equipment	$	832	
 	 	$	—	
 	
Tenant allowance included in Property and equipment	$	1,128	
 	 	$	—	

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	
 	March 31,
2016	 	December 31,
2015	 	March 31,
2015	
Net Income	$	3,522	
 	 	$	4,687	
 	 	$	5,610	
 	
Add: Stock based compensation expense	4,003	
 	 	5,014	
 	 	3,678	
 	
Add: Intangible amortization	490	
 	 	595	
 	 	90	
 	
Add: Tax benefit from goodwill amortization	78	
 	 	95	
 	 	38	
 	
Economic Earnings	$	8,093	
 	 	$	10,391	
 	 	$	9,416	

Diluted weighted average shares	8,047,084	
 	 	8,124,268	
 	 	7,861,090	
 	
Economic EPS	$	1.01	
 	 	$	1.28	
 	 	$	1.20	

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 our 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.