SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________________________________________________


☒			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

(Exact name of registrant as specified in its charter)

____________________________________________________________________________________________________


Delaware		75-2969997
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

200 CRESCENT COURT, SUITE 1200
DALLAS,	Texas	75201
(Address of principal executive office)		(Zip Code)

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common stock, par value $0.01 per share	WHG	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Shares of common stock, par value $0.01 per share, outstanding as of October 20, ~~2021: 8,305,035.~~2022: 8,413,223.

WESTWOOD HOLDINGS GROUP, INC.

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share amounts)

(Unaudited)


		September 30, 2021		December 31, 2020			September 30, 2022		December 31, 2021
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	18,461	$	13,016	Cash and cash equivalents	$	22,470	$	15,206
Accounts receivable	Accounts receivable	9,785		9,450		Accounts receivable	9,290		11,152
Investments, at fair value	Investments, at fair value	58,094		69,542		Investments, at fair value	51,564		65,024
Prepaid income taxes	Prepaid income taxes	79		1,700		Prepaid income taxes	569		233
Other current assets	Other current assets	2,451		2,606		Other current assets	2,647		2,246
Total current assets	Total current assets	88,870		96,314		Total current assets	86,540		93,861
Investments	Investments	4,455		8,154		Investments	4,455		4,455
Noncurrent investments at fair value	Noncurrent investments at fair value	4,185		3,527		Noncurrent investments at fair value	4,001		4,513
Goodwill	Goodwill	16,401		16,401		Goodwill	16,401		16,401
Deferred income taxes	Deferred income taxes	991		1,468		Deferred income taxes	1,097		848
Operating lease right-of-use assets	Operating lease right-of-use assets	5,180		6,103		Operating lease right-of-use assets	5,286		4,868
Intangible assets, net	Intangible assets, net	12,317		13,535		Intangible assets, net	10,693		11,911
Property and equipment, net of accumulated depreciation of $8,456 and $8,056		2,229		3,186
Property and equipment, net of accumulated depreciation of $9,096 and $8,637						Property and equipment, net of accumulated depreciation of $9,096 and $8,637	1,717		2,114
Other long-term assets	Other long-term assets	634		464		Other long-term assets	797		634
Total assets	Total assets	$	135,262	$	149,152	Total assets	$	130,987	$	139,605
LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY					LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	$	2,775	$	1,627	Accounts payable and accrued liabilities	$	2,876	$	2,637

Dividends payable	Dividends payable	1,333		810		Dividends payable	1,726		1,800
Compensation and benefits payable	Compensation and benefits payable	6,991		7,448		Compensation and benefits payable	5,900		9,530

Operating lease liabilities	Operating lease liabilities	1,410		1,718		Operating lease liabilities	1,484		1,409
Accrued stock repurchases		36		—

Income taxes payable	Income taxes payable	752		191		Income taxes payable	—		466
Total current liabilities	Total current liabilities	13,297		11,794		Total current liabilities	11,986		15,842
Accrued dividends	Accrued dividends	1,148		526		Accrued dividends	554		1,133

Noncurrent operating lease liabilities	Noncurrent operating lease liabilities	5,089		6,121		Noncurrent operating lease liabilities	4,940		4,724
Total long-term liabilities	Total long-term liabilities	6,237		6,647		Total long-term liabilities	5,494		5,857
Total liabilities	Total liabilities	19,534		18,441		Total liabilities	17,480		21,699
Commitments and contingencies (Note 10)	Commitments and contingencies (Note 10)	0		0		Commitments and contingencies (Note 10)
Stockholders' Equity:	Stockholders' Equity:					Stockholders' Equity:
Common stock, $0.01 par value, authorized 25,000,000 shares, issued 10,658,681 and outstanding 8,296,864 shares at September 30, 2021; issued 10,500,549 and outstanding 8,326,948 shares at December 31, 2020		108		105
Common stock, $0.01 par value, authorized 25,000,000 shares, issued 11,058,937 and outstanding 8,410,659 shares at September 30, 2022; issued 10,658,644 and outstanding 8,253,491 shares at December 31, 2021						Common stock, $0.01 par value, authorized 25,000,000 shares, issued 11,058,937 and outstanding 8,410,659 shares at September 30, 2022; issued 10,658,644 and outstanding 8,253,491 shares at December 31, 2021	110		107
Additional paid-in capital	Additional paid-in capital	193,901		210,268		Additional paid-in capital	199,594		195,187
Treasury stock, at cost - 2,361,817 shares at September 30, 2021; 2,173,559 shares at December 31, 2020		(81,050)		(77,967)
Treasury stock, at cost - 2,648,278 shares at September 30, 2022; 2,405,154 shares at December 31, 2021						Treasury stock, at cost - 2,648,278 shares at September 30, 2022; 2,405,154 shares at December 31, 2021	(85,227)		(81,750)

Retained earnings (accumulated deficit)	Retained earnings (accumulated deficit)	2,769		(1,695)		Retained earnings (accumulated deficit)	(970)		4,362
Total stockholders' equity	Total stockholders' equity	115,728		130,711		Total stockholders' equity	113,507		117,906
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	135,262	$	149,152	Total liabilities and stockholders' equity	$	130,987	$	139,605

See Notes to Condensed Consolidated Financial Statements.

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share data and share amounts)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2022		2021		2022		2021
REVENUES:	REVENUES:									REVENUES:
Advisory fees:	Advisory fees:									Advisory fees:
Asset-based	Asset-based	$	12,011	$	8,847	$	33,846	$	29,277	Asset-based	$	10,474	$	12,011	$	33,244	$	33,846
Performance-based	Performance-based	—		713		1,959		1,408		Performance-based	—		—		—		1,959
Trust fees	Trust fees	5,952		5,787		18,233		17,395		Trust fees	5,177		5,952		16,257		18,233
Trust performance-based fees		—		37		—		77

Other, net	Other, net	(103)		70		(375)		(159)		Other, net	(245)		(103)		(1,276)		(375)
Total revenues	Total revenues	17,860		15,454		53,663		47,998		Total revenues	15,406		17,860		48,225		53,663
EXPENSES:	EXPENSES:									EXPENSES:
Employee compensation and benefits	Employee compensation and benefits	10,268		9,515		32,053		32,970		Employee compensation and benefits	9,526		10,268		28,993		32,053
Sales and marketing	Sales and marketing	292		215		892		946		Sales and marketing	335		292		1,326		892
Westwood mutual funds	Westwood mutual funds	814		421		1,573		1,370		Westwood mutual funds	615		814		1,812		1,573
Information technology	Information technology	1,937		2,158		6,190		6,219		Information technology	2,170		1,937		5,934		6,190
Professional services	Professional services	726		1,033		3,471		3,217		Professional services	1,660		726		4,655		3,471
General and administrative	General and administrative	1,779		2,333		5,893		6,830		General and administrative	2,182		1,779		6,570		5,893
Impairment expense		—		3,403		—		3,403
(Gain) loss on foreign currency transactions		—		419		—		(1,196)

Total expenses	Total expenses	15,816		19,497		50,072		53,759		Total expenses	16,488		15,816		49,290		50,072
Net operating income (loss)	Net operating income (loss)	2,044		(4,043)		3,591		(5,761)		Net operating income (loss)	(1,082)		2,044		(1,065)		3,591
Realized gains on private investments	Realized gains on private investments	—		—		8,371		—		Realized gains on private investments	—		—		—		8,371
Net change in unrealized appreciation (depreciation) on private investments	Net change in unrealized appreciation (depreciation) on private investments	(13)		(73)		(2,124)		(909)		Net change in unrealized appreciation (depreciation) on private investments	(249)		(13)		(511)		(2,124)
Investment income		131		(43)		562		625
Net investment income										Net investment income	104		131		93		562
Other income	Other income	198		34		390		102		Other income	206		198		598		390
Foreign currency translation adjustments to net income (loss) upon liquidation of a foreign subsidiary		—		(4,193)		—		(4,193)

Income (loss) before income taxes	Income (loss) before income taxes	2,360		(8,318)		10,790		(10,136)		Income (loss) before income taxes	(1,021)		2,360		(885)		10,790
Income tax expense		481		1,971		3,840		1,626
Income tax provision										Income tax provision	154		481		618		3,840
Net income (loss)	Net income (loss)	$	1,879	$	(10,289)	$	6,950	$	(11,762)	Net income (loss)	$	(1,175)	$	1,879	$	(1,503)	$	6,950
Other comprehensive income (loss):
Foreign currency translation adjustments		—		621		—		(1,250)
Reclassification of cumulative foreign currency translation adjustments to net income (loss) upon liquidation of a foreign subsidiary		—		4,193		—		4,193

Total comprehensive income (loss)	Total comprehensive income (loss)	$	1,879	$	(5,475)	$	6,950	$	(8,819)	Total comprehensive income (loss)	$	(1,175)	$	1,879	$	(1,503)	$	6,950

Earnings (loss) per share:	Earnings (loss) per share:									Earnings (loss) per share:
Basic	Basic	$	0.24	$	(1.31)	$	0.88	$	(1.46)	Basic	$	(0.15)	$	0.24	$	(0.19)	$	0.88
Diluted	Diluted	$	0.24	$	(1.31)	$	0.88	$	(1.46)	Diluted	$	(0.15)	$	0.24	$	(0.19)	$	0.88
Weighted average shares outstanding:	Weighted average shares outstanding:									Weighted average shares outstanding:
Basic	Basic	7,887,259		7,829,478		7,886,359		8,040,417		Basic	7,794,060		7,887,259		7,867,555		7,886,359
Diluted	Diluted	7,956,081		7,829,478		7,933,860		8,040,417		Diluted	7,794,060		7,956,081		7,867,555		7,933,860

See Notes to Condensed Consolidated Financial Statements.

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

For the Three Months Ended September 30, ~~2021~~2022 and ~~2020~~2021

(In thousands, except share amounts)


	Common Stock, Par			Additional Paid-In Capital		Treasury Stock		Retained Earnings (Accumulated Deficit)		Total
	Shares	Amount
Balance, June 30, 2022	8,511,014	$	111	$	198,084	$	(83,970)	$	1,493	$	115,718
Net loss	—	—		—		—		(1,175)		(1,175)


Issuance of restricted stock, net of forfeitures	(911)	(1)		1		—		—		—

Dividends declared ($0.15 per share)	—	—		—		—		(1,288)		(1,288)

Stock-based compensation expense	—	—		1,509		—		—		1,509

Purchases of treasury stock	(99,444)	—		—		(1,257)		—		(1,257)


Balance, September 30, 2022	8,410,659	$	110	$	199,594	$	(85,227)	$	(970)	$	113,507


	Common Stock, Par			Additional Paid-In Capital		Treasury Stock		Retained Earnings		Total
	Shares	Amount
Balance, June 30, 2021	8,324,702	$	108	$	213,362	$	(80,551)	$	1,757	$	134,676
Net income	—	—		—		—		1,879		1,879


Issuance of restricted stock, net of forfeitures	(2,336)	—		—		—		—		—
Return of capital ($2.50 per share)	—	—		(20,823)		—		—		(20,823)
Dividends declared ($0.10 per share)	—	—		—		—		(867)		(867)
Stock-based compensation expense	—	—		1,362		—		—		1,362

Purchases of treasury stock	(25,502)	—		—		(499)		—		(499)


Balance, September 30, 2021	8,296,864	$	108	$	193,901	$	(81,050)	$	2,769	$	115,728

Common Stock, Par Additional Paid-In Capital Treasury Stock Accumulated Other Comprehensive Income (Loss) Retained Earnings (Accumulated Deficit) Total
Shares Amount
Balance, June 30, 2020 8,382,342 $ 106 $ 208,572 $ (78,050) $ (4,814) $ 5,615 $ 131,429
Net loss — — — — — (10,289) (10,289)
Other comprehensive income — — — — 621 — 621
Foreign currency translation adjustments reclassification — — — — 4,193 — 4,193
Issuance of restricted stock, net of forfeitures (15,531) — — — — — —
Stock-based compensation expense — — 488 — — — 488
Dividend reversal for forfeited restricted stock — — — — — 50 50
Balance, September 30, 2020 8,366,811 $ 106 $ 209,060 $ (78,050) $ — $ (4,624) $ 126,492

See Notes to Condensed Consolidated Financial Statements.

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

For the Nine Months Ended September 30, ~~2021~~2022 and ~~2020~~2021

(In thousands, except share amounts)

Common Stock, Par Additional Paid-In Capital Treasury Stock Retained Earnings (Accumulated Deficit) Total
Shares Amount
Balance, December 31, 2020 8,326,948 $ 105 $ 210,268 $ (77,967) $ (1,695) $ 130,711
Net income — — — — 6,950 6,950
Issuance of restricted stock, net of forfeitures 158,134 3 (3) — — —
Return of capital ($2.50 per share) — — (20,823) — — (20,823)
Dividends declared ($0.10 per share) — — — — (2,486) (2,486)
Stock-based compensation expense — — 4,459 — — 4,459
Purchases of treasury stock (136,859) — — (2,199) — (2,199)
Restricted stock returned for payment of taxes (51,359) — — (884) — (884)
Balance, September 30, 2021 8,296,864 $ 108 $ 193,901 $ (81,050) $ 2,769 $ 115,728


	Common Stock, Par			Additional Paid-In Capital		Treasury Stock		Retained Earnings (Accumulated Deficit)		Total
	Shares	Amount
Balance, December 31, 2021	8,253,491	$	107	$	195,187	$	(81,750)	$	4,362	$	117,906
Net loss	—	—		—		—		(1,503)		(1,503)



Issuance of restricted stock, net of forfeitures	400,292	3		(3)		—		—		—

Dividends declared ($0.45 per share)	—	—		—		—		(3,829)		(3,829)
Stock-based compensation expense	—	—		4,410		—		—		4,410

Purchases of treasury stock	(205,521)	—		—		(2,851)		—		(2,851)

Restricted stock returned for payment of taxes	(37,603)	—		—		(626)		—		(626)
Balance, September 30, 2022	8,410,659	$	110	$	199,594	$	(85,227)	$	(970)	$	113,507

Common Stock, Par Additional Paid-In Capital Treasury Stock Accumulated Other Comprehensive Loss Retained Earnings (Accumulated Deficit) Total
Shares Amount
Balance, December 31, 2019 8,881,086 $ 103 $ 203,441 $ (63,281) $ (2,943) $ 10,967 $ 148,287
Net loss — — — — — (11,762) (11,762)
Other comprehensive loss — — — — (1,250) — (1,250)
Foreign currency translation adjustments reclassification — — — — 4,193 — 4,193
Issuance of restricted stock, net of forfeitures 236,000 3 (3) — — — —
Dividends declared ($0.43 per share), net of forfeitures — — — — — (3,829) (3,829)
Stock-based compensation expense — — 5,409 — — — 5,409
Reclassification of compensation liability to be paid in shares — — 213 — — — 213
Purchases of treasury stock (679,756) — — (12,952) — — (12,952)
Purchases of treasury stock under employee stock plans (27,474) — — (697) — — (697)
Restricted stock returned for payment of taxes (43,045) — — (1,120) — — (1,120)
Balance, September 30, 2020 8,366,811 $ 106 $ 209,060 $ (78,050) $ — $ (4,624) $ 126,492


	Common Stock, Par			Additional Paid-In Capital		Treasury Stock		Retained Earnings (Accumulated Deficit)		Total
	Shares	Amount
Balance, December 31, 2020	8,326,948	$	105	$	210,268	$	(77,967)	$	(1,695)	$	130,711

Net income	—	—		—		—		6,950		6,950
Issuance of restricted stock, net of forfeitures	158,134	3		(3)		—		—		—
Return of capital ($2.50 per share)	—	—		(20,823)		—		—		(20,823)
Dividends declared ($0.30 per share)	—	—		—		—		(2,486)		(2,486)
Stock-based compensation expense	—	—		4,459		—		—		4,459

Purchases of treasury stock	(136,859)	—		—		(2,199)		—		(2,199)
Restricted stock returned for payment of taxes	(51,359)	—		—		(884)		—		(884)
Balance, September 30, 2021	8,296,864	$	108	$	193,901	$	(81,050)	$	2,769	$	115,728

See Notes to Condensed Consolidated Financial Statements.

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


		Nine Months Ended September 30,					Nine Months Ended September 30,
		2021		2020			2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:	CASH FLOWS FROM OPERATING ACTIVITIES:					CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	Net income (loss)	$	6,950	$	(11,762)	Net income (loss)	$	(1,503)	$	6,950
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Adjustments to reconcile net income (loss) to net cash provided by operating activities:						Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation	Depreciation	571		697		Depreciation	488		571
Amortization of intangible assets	Amortization of intangible assets	1,218		1,293		Amortization of intangible assets	1,218		1,218
Net change in unrealized (appreciation) depreciation on investments		2,425		1,132
Net change in unrealized depreciation on investments						Net change in unrealized depreciation on investments	1,822		2,425
Realized gains on private investments	Realized gains on private investments	(8,371)		—		Realized gains on private investments	—		(8,371)
Stock based compensation expense		4,459		5,409
Stock-based compensation expense						Stock-based compensation expense	4,410		4,459
Deferred income taxes	Deferred income taxes	477		(191)		Deferred income taxes	(252)		477
Non-cash lease expense	Non-cash lease expense	923		1,253		Non-cash lease expense	800		923
Gain on asset disposition	Gain on asset disposition	(148)		—		Gain on asset disposition	—		(148)
Impairment of goodwill		—		3,403
Currency translation adjustment reclassification		—		4,193

Change in operating assets and liabilities:	Change in operating assets and liabilities:					Change in operating assets and liabilities:
Net (purchases) sales of trading securities		11,191		(11,891)
Net sales of trading securities						Net sales of trading securities	12,149		11,191
Accounts receivable	Accounts receivable	(335)		3,634		Accounts receivable	1,862		(335)
Other current assets	Other current assets	(15)		246		Other current assets	(562)		(15)
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	1,149		(47)		Accounts payable and accrued liabilities	246		1,149
Compensation and benefits payable	Compensation and benefits payable	(430)		(3,769)		Compensation and benefits payable	(3,622)		(430)
Income taxes payable	Income taxes payable	2,191		492		Income taxes payable	(810)		2,191
Other liabilities	Other liabilities	(1,195)		(1,174)		Other liabilities	(927)		(1,195)
Net cash (used in) provided by operating activities		21,060		(7,082)
Net cash provided by operating activities						Net cash provided by operating activities	15,319		21,060
CASH FLOWS FROM INVESTING ACTIVITIES:	CASH FLOWS FROM INVESTING ACTIVITIES:					CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of investments	Sale of investments	9,258		—		Sale of investments	—		9,258
Sale of property and equipment	Sale of property and equipment	501		—		Sale of property and equipment	—		501
Purchase of property and equipment	Purchase of property and equipment	(114)		(92)		Purchase of property and equipment	(123)		(114)
Purchase of investments	Purchase of investments	(15)		—		Purchase of investments	—		(15)

Net cash provided by (used in) investing activities		9,630		(92)
Net cash (used in) provided by investing activities						Net cash (used in) provided by investing activities	(123)		9,630
CASH FLOWS FROM FINANCING ACTIVITIES:	CASH FLOWS FROM FINANCING ACTIVITIES:					CASH FLOWS FROM FINANCING ACTIVITIES:
Purchases of treasury stock	Purchases of treasury stock	(2,164)		(12,952)		Purchases of treasury stock	(2,851)		(2,164)
Purchase of treasury stock under employee stock plans		—		(697)

Restricted stock returned for payment of taxes	Restricted stock returned for payment of taxes	(884)		(1,120)		Restricted stock returned for payment of taxes	(626)		(884)

Cash dividends paid	Cash dividends paid	(22,125)		(11,043)		Cash dividends paid	(4,459)		(22,125)
Net cash used in financing activities	Net cash used in financing activities	(25,173)		(25,812)		Net cash used in financing activities	(7,936)		(25,173)
Effect of currency rate changes on cash	Effect of currency rate changes on cash	(72)		(1,187)		Effect of currency rate changes on cash	4		(72)
NET CHANGE IN CASH AND CASH EQUIVALENTS	NET CHANGE IN CASH AND CASH EQUIVALENTS	5,445		(34,173)		NET CHANGE IN CASH AND CASH EQUIVALENTS	7,264		5,445
Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period	13,016		49,766		Cash and cash equivalents, beginning of period	15,206		13,016
Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$	18,461	$	15,593	Cash and cash equivalents, end of period	$	22,470	$	18,461

SUPPLEMENTAL CASH FLOW INFORMATION:	SUPPLEMENTAL CASH FLOW INFORMATION:					SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for income taxes	Cash paid during the period for income taxes	$	506	$	1,294	Cash paid during the period for income taxes	$	1,807	$	506
Accrued dividends	Accrued dividends	$	2,481	$	1,448	Accrued dividends	$	2,280	$	2,481
Accrued purchases of treasury stock		$	36	$	—

Additional operating lease right-of-use assets						Additional operating lease right-of-use assets	$	1,217	$	—

See Notes to Condensed Consolidated Financial Statements.

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF THE BUSINESS

Westwood Holdings Group, Inc. (“Westwood”, “the Company”, “we”, “us” or “our”) was incorporated under the laws of the State of Delaware on December 12, 2001. Westwood manages investment assets and provides services for its clients through its wholly-owned subsidiaries, Westwood Management Corp. and Westwood Advisors, L.L.C. (referred to hereinafter together as “Westwood Management”)~~, Westwood Trust~~ and Westwood ~~International Advisors Inc. (“Westwood International Advisors”).~~ ~~On July 27, 2020, Westwood’s Board of Directors~~ ~~approved the liquidation of Westwood International Advisors, which occurred effective September 30, 2020.~~Trust.

Westwood Management provides investment advisory services to institutional clients, a family of mutual funds called the Westwood Funds®, other mutual funds, individual investors and clients of Westwood Trust. Prior to its liquidation, our wholly owned subsidiary, Westwood International Advisors, provided investment advisory services to institutional clients, the Westwood Funds®, other mutual funds, the UCITS Fund (which was liquidated in June 2020), individual investors and clients of Westwood Trust. Westwood Trust provides trust and custodial services and participation in self-sponsored common trust funds (“CTFs”) to institutions and high net worth individuals. Revenue is largely dependent on the total value and composition of assets under management ("AUM"). Accordingly, fluctuations in financial markets and in the composition of AUM impact our revenues and results of operations.

Westwood Management is registered with the Securities and Exchange Commission ("SEC") as an investment advisor ("RIA") under the Investment Advisers Act of 1940. Westwood Trust is chartered and regulated by the Texas Department of Banking.

On May 26, 2022, we announced our acquisition of Salient Partners' ("Salient") asset management business for an upfront payment of $35.0 million on closing, with deferred payments of up to $25.0 million over several years, subject to satisfaction of certain revenue retention and growth targets. The transaction is subject to customary closing conditions, including fund shareholder and other client approvals.

Salient is a real asset and alternative investment firm that offers a suite of strategies focused on energy and infrastructure, real estate and tactical alternative investments.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements are unaudited and are presented in accordance with the requirements for quarterly reports on Form 10-Q and consequently do not include all of the information and footnote disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The Company’s Condensed Consolidated Financial Statements reflect all adjustments (consisting only of normal recurring adjustments) necessary in the opinion of management to present fairly our interim financial position and results of operations and cash flows for the periods presented. The accompanying Condensed Consolidated Financial Statements are presented in accordance with GAAP and the rules and regulations of the SEC.

The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with our Consolidated Financial Statements, and notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, ~~2020, filed with the SEC.~~2021. Operating results for the periods in these Condensed Consolidated Financial Statements are not necessarily indicative of results for any future period. The accompanying Condensed Consolidated Financial Statements include the accounts of Westwood and its subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation.

~~Recent Accounting Pronouncements~~

~~Recently Adopted~~

~~In December 2019, the FASB issued ASU No. 2019-12,~~
~~Simplifying the Accounting for Income Taxes~~, which is intended to simplify various aspects of the income tax accounting guidance, including interim-period accounting for enacted changes in tax law. ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years, and early adoption is permitted. We adopted this ASU as of January 1, 2021 and it did not have a significant effect on our Condensed Consolidated Financial Statements.

Revenues are recognized when the performance obligation (the investment management and advisory or trust services provided to the client) defined by the investment advisory or sub-advisory agreement is satisfied. For each performance obligation, we determine at contract inception whether the revenue satisfies over time or at a point in time. We derive our revenues from investment advisory fees, trust fees and other sources of revenues such as gains and losses from our seed money investments into new investment strategies. The "Other, net” revenues on our Condensed Consolidated Statements of Comprehensive Income (Loss)are the unrealized gains and losseson our seed money investments, and our seed money investments are included in "Investments, at fair value" on our Condensed Consolidated Balance Sheets. Advisory and trust

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

~~revenues from investment advisory fees, trust fees and other sources of revenues. Advisory and trust~~ fees are calculated based on a percentage of AUM and the performance obligation is realized over the current calendar quarter. Once clients receive our investment advisory services we have an enforceable right to payment.

Advisory Fee Revenues

Our advisory fees are generated by Westwood Management ~~and Westwood International Advisors (prior to its closure, effective September 30, 2020),~~ which ~~manage~~manages client accounts under investment advisory and sub-advisory agreements. Advisory fees are typically calculated based on a percentage of AUM and are paid in accordance with the terms of the agreements. Advisory fees are paid quarterly in advance based on AUM on the last day of the preceding quarter, quarterly in arrears based on AUM on the last day of the quarter just ended or are based on a daily or monthly analysis of AUM for the stated period. We recognize advisory fee revenues as services are rendered. Since our advance paying clients' billing periods coincide with the calendar quarter to which such payments relate, revenue is recognized within the quarter and our Condensed Consolidated Financial Statements contain no deferred advisory fee revenues. Advisory clients typically consist of institutional and mutual fund accounts.

Institutional investors include separate accounts of (i) corporate pension and profit sharing plans, public employee retirement funds, Taft-Hartley plans, endowments, foundations and individuals; (ii) subadvisory relationships where Westwood provides investment management services for funds offered by other financial institutions; (iii) pooled investment vehicles including ~~the UCITS Fund and~~ collective investment trusts; and (iv) managed account relationships with brokerage firms and other registered investment advisors that offer Westwood products to their customers. ~~The UCITS Fund was liquidated in June 2020.~~

Mutual funds include the Westwood Funds®, a family of mutual funds for which Westwood Management serves as advisor. These funds are available to individual investors, as well as offered as part of our investment strategies for institutional investors and wealth management accounts.

Arrangements with Performance-Based Obligations

A limited number of our advisory clients have a contractual performance-based fee component in their contracts, which generates additional revenues if we outperform a specified index over a specific period of time, and a limited number of our mutual fund offerings have fees that generate additional revenues if we outperform specified indices over specific periods of time.

The revenue is based on future market performance and is subject to factors outside our control. We cannot conclude that a significant reversal in the cumulative amount of revenue recognized will not occur during the measurement period, and therefore the revenue is recorded at the end of the measurement period ~~when~~if the performance obligation has been satisfied.

Our trust fees are generated by Westwood Trust pursuant to trust or custodial agreements. Trust fees are separately negotiated with each client and are generally based on a percentage of AUM. Westwood Trust also provides trust services to a small number of clients on a fixed fee basis. The fees for most of our trust clients are calculated quarterly in arrears, based on a daily average of AUM for the quarter, or monthly, based on the month-end value of AUM. Since billing periods for most of Westwood Trust’s clients coincide with the calendar quarter, revenue is fully recognized within the quarter and our Condensed Consolidated Financial Statements contain no deferred advisory fee revenues.

Revenue Disaggregated

~~WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

~~(Unaudited)~~

Sales taxes are excluded from revenues. The following table presents our revenue disaggregated by account type (in thousands). In 2021, we recast certain prior year revenues related to performance-based fees.


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Advisory Fees:	Advisory Fees:									Advisory Fees:
Institutional	Institutional	$	7,579	$	6,897	$	23,662	$	22,349	Institutional	$	6,247	$	7,579	$	19,928	$	23,662
Mutual Funds	Mutual Funds	4,232		2,541		11,648		8,005		Mutual Funds	4,029		4,232		12,718		11,648
Wealth Management	Wealth Management	200		122		495		331		Wealth Management	198		200		598		495

Trust Fees	Trust Fees	5,952		5,824		18,233		17,472		Trust Fees	5,177		5,952		16,257		18,233

Other, net	Other, net	(103)		70		(375)		(159)		Other, net	(245)		(103)		(1,276)		(375)
Total revenues	Total revenues	$	17,860	$	15,454	$	53,663	$	47,998	Total revenues	$	15,406	$	17,860	$	48,225	$	53,663

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

We serve clients primarily in the United States, as well as in certain international locations. The following table presents our revenue disaggregated by our clients' geographical locations (in thousands):

4. SEGMENT REPORTING

We operate 2two segments: Advisory and Trust. These segments are managed separately based on the types of products and services offered and their related client bases. The Company’s segment information is prepared on the same basis that management reviews the financial information for operational decision-making purposes.

The Company’s chief operating decision maker, our Chief Executive Officer, evaluates the performance of our segments based primarily on fee revenues and Economic ~~Earnings.~~ Earnings, a non-GAAP measurement. We define Economic Earnings as net income (loss) 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.

Westwood Holdings Group, Inc., the parent company of Advisory and Trust, does not have revenues and

~~WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

~~(Unaudited)~~

is the entity in which we record typical holding company expenses including employee compensation and benefits for holding company employees, directors’ fees and investor relations costs. All segment accounting policies are the same as those described in the summary of significant accounting policies. Intersegment balances that eliminate in consolidation have been applied to the appropriate segment.

Our Advisory segment provides investment advisory services to (i) corporate pension and profit sharing plans, public employee retirement funds, Taft-Hartley plans, endowments, foundations and individuals, (ii) subadvisory relationships where Westwood provides investment management services to the Westwood Funds®, funds offered by other financial institutions and funds offered by our Trust segment and (iii) pooled investment vehicles, including ~~the UCITS Fund (liquidated in June 2020) and~~ collective investment

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

trusts. Westwood Management ~~and Westwood International Advisors (prior to its closure, effective September 30, 2020), which provide~~provides investment advisory services to similar clients ~~are~~and is included in our Advisory segment.

Trust provides trust and custodial services and participation in common trust funds that it sponsors to institutions and high net worth individuals. Westwood Trust is included in our Trust segment.
(in thousands) Advisory Trust Westwood
Holdings Eliminations Consolidated
Three Months Ended September 30, 2021
Net fee revenues from external sources $ 12,011 $ 5,952 $ — $ — $ 17,963
Net intersegment revenues 576 93 — (669) —
Other, net (103) — — — (103)
Total revenues $ 12,484 $ 6,045 $ — $ (669) $ 17,860
Segment assets $ 215,903 $ 57,503 $ 12,261 $ (150,405) $ 135,262
Segment goodwill $ — $ 16,401 $ — $ — $ 16,401
Three Months Ended September 30, 2020
Net fee revenues from external sources $ 9,560 $ 5,824 $ — $ — $ 15,384
Net intersegment revenues 590 70 — (660) —
Other, net 70 — — — 70
Total revenues $ 10,220 $ 5,894 $ — $ (660) $ 15,454
Segment assets $ 201,307 $ 52,723 $ 16,892 $ (126,538) $ 144,384
Segment goodwill $ — $ 16,401 $ — $ — $ 16,401


(in thousands)	Advisory		Trust		Westwood Holdings		Eliminations		Consolidated
Three Months Ended September 30, 2022
Net fee revenues from external sources	$	10,474	$	5,177	$	—	$	—	$	15,651
Net intersegment revenues	450		83		—		(533)		—

Other, net	(245)		—		—		—		(245)
Total revenues	$	10,679	$	5,260	$	—	$	(533)	$	15,406

September 30, 2022 segment assets	$	227,781	$	48,600	$	28,676	$	(174,070)	$	130,987
September 30, 2022 segment goodwill	$	—	$	16,401	$	—	$	—	$	16,401

Three Months Ended September 30, 2021
Net fee revenues from external sources	$	12,011	$	5,952	$	—	$	—	$	17,963
Net intersegment revenues	576		93		—		(669)		—

Other, net	(103)		—		—		—		(103)
Total revenues	$	12,484	$	6,045	$	—	$	(669)	$	17,860

September 30, 2021 segment assets	$	215,903	$	57,503	$	12,261	$	(150,405)	$	135,262
September 30, 2021 segment goodwill	$	—	$	16,401	$	—	$	—	$	16,401

~~WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

~~(Unaudited)~~

During 2018, we made a $5.4 million strategic investment in InvestCloud, a digital financial services provider ("InvestCloud"), which is included in “Investments” on our Condensed Consolidated Balance Sheets. This investment represents an equity interest in a private company without a readily determinable fair value. The Company has elected to apply the measurement alternative of cost minus impairment, if any, plus or minus changes resulting from observable price changes.

~~Following observable price changes for this investment in the year ended December 31, 2019, we recorded an unrealized gain of $2.8 million.~~

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Following InvestCloud's recapitalization in the first quarter of 2021, we recorded a realized gain of approximately $8.3 million when our originally purchased shares were redeemed. Following this redemption we re-invested $4.4 million of our proceeds into ~~newly issued~~newly-issued shares of InvestCloud.

Our investment in Charis, the parent company of Westwood Private Bank ("Charis"), is included in “Noncurrent investments at fair value” on our Condensed Consolidated Balance Sheets and is measured at fair value on a recurring basis.

In the nine months ended September 30, 2022, we reported unrealized losses of approximately $0.6 million following fair value decreases resulting from market transactions. In the nine months ended September 30, 2021, we recorded unrealized gains of approximately $0.7 million, following fair value increases resulting from market transactions. ~~In the nine months ended September 30, 2020, we recorded an unrealized loss of $0.7 million, primarily as a result of the global macroeconomic effects of COVID-19.~~

In 2019 we made a $0.3 million investment in Westwood Hospitality Fund I, LLC, a private investment fund. Our investment is included in “Noncurrent investments at fair value” on our Condensed Consolidated Balance Sheets and is measured at fair value on a recurring basis using net asset value (“NAV”) as a practical expedient.

All other investments are carried at fair value on a recurring basis and are accounted for as trading securities.

~~WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

~~(Unaudited)~~

Investments carried at fair value are presented in the table below (in thousands):


		Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value			Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
September 30, 2021:
September 30, 2022:										September 30, 2022:
U.S. Government and Government agency obligations	U.S. Government and Government agency obligations	$	43,860	$	—	$	(508)	$	43,352	U.S. Government and Government agency obligations	$	33,931	$	—	$	(557)	$	33,374
Money market funds	Money market funds	9,748		—		(20)		9,728		Money market funds	12,760		128		—		12,888
Equity funds	Equity funds	1,258		118		—		1,376		Equity funds	4,861		—		(779)		4,082
Equities	Equities	3,469		29		(3)		3,495		Equities	1,276		—		(188)		1,088
Exchange-traded bond funds	Exchange-traded bond funds	142		1		—		143		Exchange-traded bond funds	155		—		(23)		132
Total trading securities	Total trading securities	58,477		148		(531)		58,094		Total trading securities	52,983		128		(1,547)		51,564
Private investment fund	Private investment fund	265		—		(154)		111		Private investment fund	265		—		(40)		225
Private equity	Private equity	3,420		667		(13)		4,074		Private equity	3,420		356		—		3,776
Total investments carried at fair value	Total investments carried at fair value	$	62,162	$	815	$	(698)	$	62,279	Total investments carried at fair value	$	56,668	$	484	$	(1,587)	$	55,565

December 31, 2020:
December 31, 2021:										December 31, 2021:
U.S. Government and Government agency obligations	U.S. Government and Government agency obligations	$	65,132	$	2	$	(180)	$	64,954	U.S. Government and Government agency obligations	$	39,926	$	—	$	(491)	$	39,435
Money market funds	Money market funds	4,003		—		—		4,003		Money market funds	19,661		—		—		19,661
Equity funds	Equity funds	90		—		(5)		85		Equity funds	4,135		158		(7)		4,286
Equities	Equities	288		94		—		382		Equities	1,296		206		—		1,502
Exchange-traded bond funds	Exchange-traded bond funds	115		3		—		118		Exchange-traded bond funds	140		—		—		140
Total trading securities	Total trading securities	69,628		99		(185)		69,542		Total trading securities	65,158		364		(498)		65,024
Private investment fund	Private investment fund	250		—		(154)		96		Private investment fund	265		—		(121)		144
Private equity	Private equity	3,420		11		—		3,431		Private equity	3,420		949		—		4,369
Total investments carried at fair value	Total investments carried at fair value	$	73,298	$	110	$	(339)	$	73,069	Total investments carried at fair value	$	68,843	$	1,313	$	(619)	$	69,537

6. FAIR VALUE MEASUREMENTS

ASC 820, Fair Value Measurements, defines fair value, establishes a framework for measuring fair value and requires disclosures regarding certain fair value measurements. ASC 820 establishes a three-tier hierarchy for measuring fair value, as follows:

•Level 1 – quoted market prices in active markets for identical assets

•Level 2 – inputs other than quoted prices that are directly or indirectly observable

•Level 3 – significant unobservable inputs where there is little or no market activity

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Our strategic investment in InvestCloud, discussed in Note 5 “Investments,” is excluded from the recurring fair value table shown below because we have elected to apply the measurement alternative for this investment.

~~WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

~~(Unaudited)~~

The following table summarizes the values of our investments measured at fair value on a recurring basis within the fair value hierarchy as of the dates indicated (in thousands):


	Level 1		Level 2		Level 3		Investments Measured at NAV (1)		Total
As of September 30, 2022:
Investments in trading securities	$	51,564	$	—	$	—	$	—	$	51,564
Private investment fund	—		—		—		225		225
Private equity	—		—		3,776		—		3,776
Total assets measured at fair value	$	51,564	$	—	$	3,776	$	225	$	55,565

As of December 31, 2021:
Investments in trading securities	$	65,024	$	—	$	—	$	—	$	65,024
Private investment fund	—		—		—		144		144
Private equity	—		—		4,369		—		4,369
Total assets measured at fair value	$	65,024	$	—	$	4,369	$	144	$	69,537

(1) Comprised of certain investments measured at fair value using net asset value ("NAV") as a practical expedient. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented on our Condensed Consolidated Balance Sheets.

Level 1 Level 2 Level 3
Investments Measured at NAV (1)
Total
As of September 30, 2021:
Investments in trading securities $ 58,094 $ — $ — $ — $ 58,094
Private investment fund — — — 111 111
Private equity — — 4,074 — 4,074
Total assets measured at fair value $ 58,094 $ — $ 4,074 $ 111 $ 62,279
As of December 31, 2020:
Investments in trading securities $ 69,542 $ — $ — $ — $ 69,542
Private investment fund — — — 96 96
Private equity — — 3,431 — 3,431
Total assets measured at fair value $ 69,542 $ — $ 3,431 $ 96 $ 73,069
(1) Comprised of certain investments measured at fair value using net asset value ("NAV") as a practical expedient. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented on our Condensed Consolidated Balance Sheets.

Our investment in Charis is included within Level 3 of the fair value hierarchy as we value that investment utilizing inputs not observable in the market. Our investment is measured at fair value on a recurring basis using a market approach based on a price to tangible book value multiple range that is determined to be reasonable in the current environment, or on market transactions. Management believes this valuation methodology is consistent with the banking industry and we ~~will~~ reevaluate our methodology and inputs on a quarterly basis.

The following table summarizes the changes in Level 3 investments measured at fair value on a recurring basis for the periods presented (in thousands):


		Fair Value using Significant Unobservable Inputs (Level 3)									Fair Value using Significant Unobservable Inputs (Level 3)
		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Beginning balance	Beginning balance	$	4,087	$	3,314	$	3,431	$	3,975	Beginning balance	$	4,024	$	4,087	$	4,369	$	3,431

Unrealized gains (losses) on private investments	Unrealized gains (losses) on private investments	(13)		(73)		643		(734)		Unrealized gains (losses) on private investments	(248)		(13)		(593)		643
Ending balance	Ending balance	$	4,074	$	3,241	$	4,074	$	3,241	Ending balance	$	3,776	$	4,074	$	3,776	$	4,074

The September 30, ~~2021~~2022 private investment fair value of ~~$4.1~~$3.8 million was valued using a market approach based on a price to tangible book value multiple, with unobservable book value multiples ranging from ~~$1.42~~$1.47 to ~~$2.22~~$1.99 per share, with a weighted average of ~~$1.50~~$1.66 per share. Significant increases (decreases) in book value multiples in isolation would have resulted in a significantly higher (lower) fair value measurement.

Our effective income tax rate differed from the 21% statutory rate for the three and nine months ended ~~September 30,~~2022 and 2021 due to permanent differences between book and tax restricted stock expense based on a decrease in our stock price between the restricted stock grant and vesting date. In addition, in the first quarter of 2020, a discrete benefit adjustment related to the remeasurement of certain deferred taxes following the enactment of the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") lowered our effective tax rate.dates.

Our effective income tax rate differed from the 21% statutory rate for the three and nine months ended September 30, 2020 due to permanent differences between book and tax restricted stock expense based on a decrease in our stock price between the restricted stock grant and vesting date, and a 5% incremental Canadian withholding tax (net of U.S. tax federal deduction) incurred on repatriated funds following closure of our Westwood International Advisors office in the third quarter of 2020, partially offset by ~~the enactment of the CARES Act which lowered our effective tax rate~~.

8. EARNINGS (LOSS) PER SHARE

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

~~8. EARNINGS (LOSS) PER SHARE~~

Basic earnings (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of shares outstanding for the applicable period. Diluted earnings ~~(loss)~~ per share is computed based on the weighted average number of shares outstanding plus the effect of any dilutive shares of restricted stock granted to employees and non-employee directors. There were approximately ~~40,000~~150,000 and ~~623,000~~40,000 anti-dilutive restricted shares outstanding for the three months ended September 30, ~~2021~~2022 and September 30, ~~2020,~~2021, respectively. There were approximately ~~138,000~~108,000 and ~~360,000~~138,000 anti-dilutive restricted shares outstanding for the nine months ended September 30, ~~2021~~2022 and September 30, ~~2020,~~2021, respectively.

The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except per share and share amounts):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Net income (loss)	Net income (loss)	$	1,879	$	(10,289)	$	6,950	$	(11,762)	Net income (loss)	$	(1,175)	$	1,879	$	(1,503)	$	6,950

Weighted average shares outstanding - basic	Weighted average shares outstanding - basic	7,887,259		7,829,478		7,886,359		8,040,417		Weighted average shares outstanding - basic	7,794,060		7,887,259		7,867,555		7,886,359
Dilutive potential shares from unvested restricted shares	Dilutive potential shares from unvested restricted shares	68,822		—		47,501		—		Dilutive potential shares from unvested restricted shares	—		68,822		—		47,501

Weighted average shares outstanding - diluted	Weighted average shares outstanding - diluted	7,956,081		7,829,478		7,933,860		8,040,417		Weighted average shares outstanding - diluted	7,794,060		7,956,081		7,867,555		7,933,860

Earnings (loss) per share:	Earnings (loss) per share:									Earnings (loss) per share:
Basic	Basic	$	0.24	$	(1.31)	$	0.88	$	(1.46)	Basic	$	(0.15)	$	0.24	$	(0.19)	$	0.88
Diluted	Diluted	$	0.24	$	(1.31)	$	0.88	$	(1.46)	Diluted	$	(0.15)	$	0.24	$	(0.19)	$	0.88

9. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill represents the excess of the cost of acquired assets over the fair value of the underlying identifiable assets at the date of acquisition. Goodwill is not amortized but is tested for impairment at least annually. We completed our most recent annual goodwill impairment assessment during the third quarter of ~~2021,~~2022, and determined that no goodwill impairment related to the Trust segment was required. ~~In 2020 we recorded $3.4 million of~~There was no goodwill impairment ~~expense related to our Advisory segment.~~in the Trust segment during the three months ended September 30, 2022 or September 30, 2021.

Other Intangible Assets

Our intangible assets represent the acquisition date fair value of acquired client relationships, trade names, non-compete agreements and internally developed software and are reflected net of amortization. In valuing these assets, we made significant estimates regarding their useful lives, growth rates and potential attrition. We periodically review intangible assets for events or circumstances that would indicate impairment. No intangible asset impairments were recorded during the three and nine months ended September 30, ~~2021~~2022 or September 30, ~~2020.~~2021.

In ~~February 2021,~~the third quarter of 2022 we ~~sublet approximately 10,000 square feet~~recorded additional right-of-use assets of $1.2 million as we have expanded our ~~Dallas,~~Houston, Texas office space ~~to a third party. The agreement began in the first quarter~~and extended one of ~~2021 and provides for monthly rent of approximately $20,000 through the fourth quarter of 2025.~~

~~In February 2021, we terminated~~ our ~~Toronto, Ontario office space lease, originally expiring in October 2021.~~

leases. As of September 30, ~~2021, aside from the above,~~2022 there have been no other material changes outside the ordinary course of business to our leases since December 31, ~~2020.~~2021. For information regarding our leases, refer to Note 11 “Leases” in Part IV, Item 15. “Exhibits, Financial Statement Schedules” in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020.~~2021.

11. STOCKHOLDERS' EQUITY

Share Repurchase Program

As of September 30, 2022, we have $1.9 million of shares that may yet be repurchased under our plan.

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

~~11. STOCKHOLDERS' EQUITY~~

~~Share Repurchase Program~~

~~In February 2020, our Board of Directors authorized management to repurchase up to an additional $10.0 million~~During the three months ended September 30, 2022, the Company repurchased 99,444 shares of our ~~outstanding~~ common stock ~~on the open market or in privately negotiated transactions. In April 2020, our Board~~at an average price of ~~Directors authorized management to repurchase up to~~$12.64 per share, including commissions, for an ~~additional $10.0~~aggregate purchase price of $1.3 million ~~of share repurchases~~ under our share repurchase ~~program.~~

plan. During the three months ended September 30, 2021, the Company repurchased 25,502 shares of our common stock at an average price of $19.57 per share, including commissions, for an aggregate purchase price of $0.5 million under our share repurchase plan.

During the nine months ended September 30, 2022, the Company repurchased 169,630 shares of our common stock at an average price of $13.47 per share, including commissions, for an aggregate purchase price of $2.3 million under our share repurchase plan. During the nine months ended September 30, 2021, the Company repurchased 136,859 shares of our common stock at an average price of $16.07 per share, including commissions, for an aggregate purchase price of $2.2 million under our share repurchase plan.

~~The Company did not repurchase any shares of our common stock during the three months ended September 30, 2020.~~ Open Market Repurchases

During the nine months ended September 30, ~~2020,~~2022, the Company repurchased ~~679,756~~35,891 shares of our common stock on the open market at an average price of ~~$19.05~~$15.75 per share, including commissions, for an aggregate purchase price of ~~$13.0 million under our share repurchase plan.~~

~~Return of Capital Distribution~~

On July 27, 2021, we declared a return of capital distribution of $2.50 per common share, which was paid in August 2021. The $20.8 million distribution to shareholders was treated as a return of capital and recorded as a reduction to additional paid-in-capital in the condensed consolidated balance sheets as of September 30, 2021.

12. VARIABLE INTEREST ENTITIES

We evaluated (i) our relationship as sponsor of the Common Trust Funds (“CTFs”) and managing member of the private equity funds Westwood Hospitality Fund I, LLC and Westwood Technology Opportunities Fund I, LP (collectively the “Private Funds”), (ii) our advisory relationships with the Westwood Funds®, and (iii) our investments in InvestCloud and Charis discussed in Note 5 “Investments” (“Private Equity”) to determine whether each of these entities is a variable interest entity (“VIE”) or voting ownership entity (“VOE”).

Based on our analyses, we determined that the CTFs and Private Funds were VIEs, as the at-risk equity holders do not have the ability to direct the activities that most significantly impact the entities' economic performance, and the Company and its representatives have a majority control of the entities' respective boards of directors and can influence the respective entities' management and affairs.

Based on our analyses, we determined the Westwood Funds® and Private Equity (i) have sufficient equity at risk to finance the entities' activities independently, (ii) have the obligation to absorb losses, the right to receive residual returns and the right to direct the activities of the entities that most significantly impact the entities' economic performance, and (iii) are not structured with disproportionate voting rights.

Based on our analyses of our investments in these entities for the periods ended September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, we have not consolidated the CTFs or Private Funds under the VIE method or the Westwood Funds® or Private Equity under the VOE method.

We recognized fee revenue from the Westwood VIEs and Westwood VOEs as follows (in millions):
Three Months Ended Nine Months Ended
September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020
Fee Revenues $ 5.5 $ 4.2 $ 15.8 $ 14.4


	Three Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Fee Revenues	$	4.9	$	5.5	$	15.7	$	15.8

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

The following table displays the AUM and the risk of loss in each vehicle (in millions):


		As of September 30, 2021					As of September 30, 2022
		Assets Under Management		Corporate Investment	Amount at Risk		Assets Under Management		Corporate Investment		Amount at Risk
VIEs/VOEs:	VIEs/VOEs:					VIEs/VOEs:
Westwood Funds®	Westwood Funds®	$	2,863	0	0	Westwood Funds®	$	2,428	$	—	$	—
Common Trust Funds	Common Trust Funds	892		0	0	Common Trust Funds	674		—		—

Private Funds	Private Funds	4		0.1	0.1	Private Funds	11		0.2		0.2
Private Equity	Private Equity	—		8.3	8.3	Private Equity	—		8.2		8.2
All other assets:	All other assets:					All other assets:
Wealth Management	Wealth Management	3,340				Wealth Management	2,843
Institutional	Institutional	6,701				Institutional	5,510
Total Assets Under Management	Total Assets Under Management	$	13,800			Total Assets Under Management	$	11,466

13. RELATED PARTY TRANSACTIONS

Some of our directors, executive officers and their affiliates invest personal funds directly in trust accounts that we manage. For both of the three months ended September 30, 2021 and September 30, 2020, we recorded trust fees from these accounts of $0.1 million. For both of the ~~nine months ended~~ September 30, 2021 and September 30, 2020, we recorded trust fees from these accounts of $0.3 million. There were no amounts due from these accounts as of September 30, 2021, and there was $0.1 million due from these accounts as of December 31, 2020.

One of our directors serves as a consultant to the Company under a consulting agreement. We recorded expenses of $0.1 million related to this agreement for both of the nine months ended September 30, 2021 and September 30, 2020.

The Company engages in transactions with its affiliates in the ordinary course of business. Westwood ~~International Advisors (prior to its closure, effective September 30, 2020) and Westwood~~ Management ~~provide~~provides investment advisory services to the ~~UCITS Fund and the~~ Westwood Funds®~~. Certain members of our management served on the board of directors of the UCITS Fund (liquidated as of June 2020)~~. Under the terms of the investment advisory agreements, the Company earns quarterly fees paid by clients of the fund or by the funds directly. The fees are based on negotiated fee schedules applied to AUM. ~~The~~ For the three and nine months ended September 30, 2022 and September 30, 2021, the Company earned noimmaterial fees from the affiliated ~~funds~~funds.

One of our directors serves as a consultant to the Company under a consulting agreement. We recorded immaterial expenses related to this agreement for both the three and nine months ended September 30, ~~2020,~~2022 and ~~$0.6 million in fees for the~~ ~~nine months ended~~ September 30, ~~2020.~~2021.

14. SUBSEQUENT EVENTS

On October ~~27, 2021,~~26, 2022, the Board of Directors declared a quarterly cash dividend of $0.15 per share of common stock payable on January 3, ~~2022~~2023 to stockholders of record on December ~~3, 2021.~~2, 2022.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Statements in this report and the Annual Report to Stockholders that are not purely historical facts, including, without limitation, statements about our expected future financial position, results of operations or cash flows, as well as other statements including, without limitation, words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “should,” “could,” “goal,” “potentially,” “may,” “designed” and other similar expressions, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results and the timing of some events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including, without limitation, the risks described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2020, filed with the SEC,~~2021 and those risks set forth below:

•the composition and market value of our AUM;

•our ability to maintain our fee structure in light of competitive fee pressures;

•~~our stockholder rights agreement may make it more difficult for others to obtain control over us, even if it would be beneficial to our stockholders;~~

•risks associated with actions of activist stockholders;

•distributions to our common stockholders have included and may in the future include a return of capital;

•inclusion of foreign company investments in our AUM;

•regulations adversely affecting the financial services industry;

•our ability to maintain effective cyber security;

•litigation risks;

•our ability to develop and market new investment strategies successfully;

•our reputation and our relationships with current and potential customers;

•our ability to attract and retain qualified personnel;

•our ability to perform operational tasks;

•our ability to select and oversee third-party vendors;

•our dependence on the operations and funds of our subsidiaries;

•our ability to maintain effective information systems;

•our ability to prevent misuse of assets and information in the possession of our employees and third-party vendors, which could damage our reputation and result in costly litigation and liability for our clients and us;

•our stock is thinly traded and may be subject to volatility;

•~~in addition to our stockholder rights agreement,~~ our organizational documents contain provisions that may prevent or deter another group from paying a premium over the market price to our stockholders to acquire our stock;

•competition in the investment management industry;

•our ability to avoid termination of client agreements and the related investment redemptions;

•the significant concentration of our revenues in a small number of customers;

•our relationships with investment consulting firms;

•the ~~impact~~continuing effects of the COVID-19 pandemic;

•our ability to identify and execute on our strategic initiatives;

•our ability to declare and pay dividends;

•our ability to fund future capital requirements on favorable terms;

•our ability to properly address conflicts of interest;

•our ability to maintain adequate insurance coverage; and

•our ability to maintain an effective system of internal controls.

You should not unduly rely on these forward-looking statements, which speak only as of the date of this report. We are not obligated and do not undertake an obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances occurring after the date of this report or to reflect the occurrence of unanticipated events or otherwise.

We manage investment assets and provide services for our clients through our subsidiaries, Westwood Management Corp. and Westwood Advisors, L.L.C. (each of which is an SEC-registered investment advisor and referred to hereinafter together as “Westwood Management”)~~, Westwood International Advisors Inc. (“Westwood International Advisors”)~~ and Westwood Trust. Westwood Management provides investment advisory services to institutional investors, a family of mutual funds called the Westwood Funds®, other mutual funds, individuals and clients of Westwood Trust.

~~On July 27, 2020, our Board of Directors approved the closure of Westwood International Advisors and Westwood’s office in Toronto, Canada.~~

Westwood Trust provides trust and custodial services and participation in common trust funds to institutions and high net worth individuals. Our revenues are generally derived from fees based on a percentage of AUM. ~~Westwood International Advisors provided investment advisory services~~

On May 26, 2022, we announced our acquisition of Salient's asset management business for an upfront payment of $35.0 million on closing, with deferred payments of up to an Irish investment company authorized pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulation 2011 (as amended) (the “UCITS Fund”), which was liquidated in June 2020.

We continue to closely monitor the impact of the COVID-19 pandemic on all aspects of our business, particularly the impact on global stock markets. Beginning in 2020, we have taken a number of precautionary measures designed to help minimize the risk of spreading the virus to our employees, including encouraging our employees to work remotely. The investments we have made in technology$25.0 million over ~~the past~~ several years, ~~particularly~~subject to satisfaction of certain revenue retention and growth targets. The transaction is subject to customary closing conditions, including fund shareholder and other client approvals, and we currently expect to close the transaction in the fourth quarter of 2022.

Salient is a real asset and alternative investment firm that offers a suite of strategies focused on energy and infrastructure, real estate and tactical alternative investments. The acquisition would add complementary, highly differentiated investment capabilities to us, and expand and enhance our ~~significant investments in cloud-based systems~~multi-asset program, and ~~business continuity planning, have allowed our team~~we also foresee many opportunities to serve our clients interchangeably from their homes or our offices. While our ability to meet with clients declined at the beginning of the pandemic, subsequently we were able to restore our communications to pre-pandemic levels as our clients embraced digital interactions.collaborate on new strategies.

We derive our revenues from investment advisory fees, trust fees and other revenues. Our advisory fees are generated by Westwood Management ~~and Westwood International Advisors (prior to its closure, effective September 30, 2020),~~ which ~~manage~~manages client accounts under investment advisory and subadvisory agreements. Advisory fees are typically calculated based on a percentage of AUM and are paid in accordance with the terms of the agreements. Advisory fees are paid quarterly in advance based on AUM on the last day of the preceding quarter, quarterly in arrears based on AUM on the last day of the quarter just ended or are based on a daily or monthly analysis of AUM for the stated period. We recognize advisory fee revenues as services are rendered. Certain of our clients have a contractual performance-based fee component in their contracts, which generates additional revenues if we outperform a specified index over a specific period of time. We record revenue for performance-based fees at the end of the measurement period. Since our advance paying clients’ billing periods coincide with the calendar quarter to which such payments relate, revenue is recognized within the quarter, and our Condensed Consolidated Financial Statements contain no deferred advisory fee revenues.

Our trust fees are generated by Westwood Trust pursuant to trust or custodial agreements. Trust fees are separately negotiated with each client and are generally based on a percentage of AUM. Westwood Trust also provides trust services to a small number of clients on a fixed fee basis. Trust fees are primarily calculated quarterly in arrears based on a daily average of AUM for the quarter. Since billing periods for most of Westwood Trust's clients coincide with the calendar quarter, revenue is fully recognized within the quarter, and our Condensed Consolidated Financial Statements contain no deferred advisory fee revenues.

Our other revenues primarily consist of investment ~~income~~gains and losses from our seed money investments into new investment strategies.

Employee ~~Compensation~~compensation and ~~Benefits~~

Employee compensation and benefits expenses generally consist of salaries, incentive compensation, equity-based compensation and benefits.

Sales and ~~Marketing~~marketing

Sales and marketing expenses relate to our marketing efforts, including travel and entertainment, direct marketing and advertising costs.


PART I	FINANCIAL INFORMATION	PAGE

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets as of September 30, ~~2021~~2022 and December 31, ~~2020~~2021	1

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, ~~2021~~2022 and ~~2020~~2021	2

	Condensed Consolidated Statement of Stockholders’ Equity for the Three and Nine Months Ended September 30, ~~2021~~2022 and ~~2020~~2021	3

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, ~~2021~~2022 and ~~2020~~2021	5

	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1615

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2522

Item 4.	Controls and Procedures	2522

PART II	OTHER INFORMATION	2624

Item 1.	Legal Proceedings	2624

Item 1A.	Risk Factors	2624

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2724

Item 6.	Exhibits	2825

Signatures		2926


		As of September 30,							As of September 30,
		2021		2020		Change			2022		2021		Change
Institutional(1)	Institutional(1)	$	6,701	$	6,044	11	%	Institutional(1)	$	5,510	$	6,701	(18)	%
Wealth Management(2)	Wealth Management(2)	4,236		4,094		3		Wealth Management(2)	3,528		4,236		(17)
Mutual Funds(3)	Mutual Funds(3)	2,863		1,824		57		Mutual Funds(3)	2,428		2,863		(15)
Total AUM(4)	Total AUM(4)	$	13,800	$	11,962	15	%	Total AUM(4)	$	11,466	$	13,800	(17)	%


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	(in millions)	2021		2020		2021		2020		(in millions)	2022		2021		2022		2021
Institutional	Institutional									Institutional
Beginning of period assets	Beginning of period assets	$	7,123	$	6,183	$	6,567	$	8,739	Beginning of period assets	$	5,889	$	7,123	$	7,037	$	6,567
Inflows	Inflows	64		117		1,797		592		Inflows	60		64		175		1,797
Outflows	Outflows	(401)		(655)		(2,372)		(2,554)		Outflows	(216)		(401)		(476)		(779)
Net client flows	Net client flows	(337)		(538)		(575)		(1,962)		Net client flows	(156)		(337)		(301)		1,018
Global Convertibles transition										Global Convertibles transition	—		—		—		(1,593)
Market appreciation (depreciation)	Market appreciation (depreciation)	(85)		399		709		(733)		Market appreciation (depreciation)	(223)		(85)		(1,226)		709
Net change	Net change	(422)		(139)		134		(2,695)		Net change	(379)		(422)		(1,527)		134
End of period assets	End of period assets	$	6,701	$	6,044	$	6,701	$	6,044	End of period assets	$	5,510	$	6,701	$	5,510	$	6,701

Wealth Management	Wealth Management									Wealth Management
Beginning of period assets	Beginning of period assets	$	4,427	$	3,985	$	4,335	$	4,438	Beginning of period assets	$	3,676	$	4,427	$	4,420	$	4,335
Inflows	Inflows	98		99		241		228		Inflows	145		98		341		241
Outflows	Outflows	(238)		(187)		(655)		(535)		Outflows	(177)		(238)		(466)		(655)
Net client flows	Net client flows	(140)		(88)		(414)		(307)		Net client flows	(32)		(140)		(125)		(414)
Market appreciation (depreciation)	Market appreciation (depreciation)	(51)		197		315		(37)		Market appreciation (depreciation)	(116)		(51)		(767)		315
Net change	Net change	(191)		109		(99)		(344)		Net change	(148)		(191)		(892)		(99)
End of period assets	End of period assets	$	4,236	$	4,094	$	4,236	$	4,094	End of period assets	$	3,528	$	4,236	$	3,528	$	4,236

Mutual Funds	Mutual Funds									Mutual Funds
Beginning of period assets	Beginning of period assets	$	2,857	$	1,740	$	2,143	$	2,058	Beginning of period assets	$	2,570	$	2,857	$	3,046	$	2,143
Inflows	Inflows	248		208		1,004		650		Inflows	182		248		592		1,004
Outflows	Outflows	(194)		(192)		(565)		(754)		Outflows	(219)		(194)		(637)		(565)
Net client flows	Net client flows	54		16		439		(104)		Net client flows	(37)		54		(45)		439
Market appreciation (depreciation)	Market appreciation (depreciation)	(48)		68		281		(130)		Market appreciation (depreciation)	(105)		(48)		(573)		281
Net change	Net change	6		84		720		(234)		Net change	(142)		6		(618)		720
End of period assets	End of period assets	$	2,863	$	1,824	$	2,863	$	1,824	End of period assets	$	2,428	$	2,863	$	2,428	$	2,863

Total AUM	Total AUM									Total AUM
Beginning of period assets	Beginning of period assets	$	14,407	$	11,908	$	13,045	$	15,235	Beginning of period assets	$	12,135	$	14,407	$	14,503	$	13,045
Inflows	Inflows	410		424		3,042		1,470		Inflows	387		410		1,108		3,042
Outflows	Outflows	(833)		(1,034)		(3,592)		(3,843)		Outflows	(612)		(833)		(1,579)		(1,999)
Net client flows	Net client flows	(423)		(610)		(550)		(2,373)		Net client flows	(225)		(423)		(471)		1,043
Global Convertibles transition										Global Convertibles transition	—		—		—		(1,593)
Market appreciation (depreciation)	Market appreciation (depreciation)	(184)		664		1,305		(900)		Market appreciation (depreciation)	(444)		(184)		(2,566)		1,305
Net change	Net change	(607)		54		755		(3,273)		Net change	(669)		(607)		(3,037)		755
End of period assets	End of period assets	$	13,800	$	11,962	$	13,800	$	11,962	End of period assets	$	11,466	$	13,800	$	11,466	$	13,800


	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs (1)
Repurchase program (1)					$	7,800,000
September 2021	25,502	$	19.57	25,502


	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs (1)
Repurchase program (1)					$	1,900,000
July 2022	82,749	$	12.60	82,749
August 2022	16,695	$	12.86	16,695


☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Three Months Ended September 30, 2020		Advisory		Trust		Performance-based		Other		Total
Three Months Ended September 30, 2021												Three Months Ended September 30, 2021	Advisory		Trust		Other		Total

Canada	Canada	$	337	$	—	$	—	$	—	$	337	Canada	$	293	$	—	$	—	$	293
Europe		475		—		708		—		1,183

United States	United States	8,035		5,787		42		70		13,934		United States	11,718		5,952		(103)		17,567
Total	Total	$	8,847	$	5,787	$	750	$	70	$	15,454	Total	$	12,011	$	5,952	$	(103)	$	17,860


Nine Months Ended September 30, 2021		Advisory		Trust		Performance-based		Other		Total
Nine Months Ended September 30, 2022												Nine Months Ended September 30, 2022	Advisory		Trust		Other		Total

Canada	Canada	$	866	$	—	$	—	$	—	$	866	Canada	$	879	$	—	$	—	$	879
Europe		638		—		262		—		900

United States	United States	32,352		18,233		1,687		(375)		51,897		United States	32,365		16,257		(1,276)		47,346
Total	Total	$	33,856	$	18,233	$	1,949	$	(375)	$	53,663	Total	$	33,244	$	16,257	$	(1,276)	$	48,225


Nine Months Ended September 30, 2020		Advisory		Trust		Performance-based		Other		Total
Asia		$	729	$	—	$	—	$	—	$	729
Nine Months Ended September 30, 2021												Nine Months Ended September 30, 2021	Advisory		Trust		Performance-based		Other		Total

Canada	Canada	1,234		—		—		—		1,234		Canada	$	866	$	—	$	—	$	—	$	866
Europe	Europe	2,299		—		803		—		3,102		Europe	638		—		262		—		900
United States	United States	25,015		17,395		682		(159)		42,933		United States	32,352		18,233		1,687		(375)		51,897
Total	Total	$	29,277	$	17,395	$	1,485	$	(159)	$	47,998	Total	$	33,856	$	18,233	$	1,949	$	(375)	$	53,663



31.1*						Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a)

31.2*						Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a)

32.1**						Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**						Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101*						The following financial information from Westwood Holdings Group, Inc.'s Quarterly Report on Form 10-Q for the period ended September 30, ~~2021,~~2022, formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) Condensed Consolidated Balance Sheets as of September 30, ~~2021~~2022 and December 31, ~~2020;~~2021; (ii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, ~~2021~~2022 and ~~2020;~~2021; (iii) Condensed Consolidated Statements of Stockholders' Equity; (iv) Condensed Consolidated Statements of Cash Flows for the three and nine months ended September 30, ~~2021~~2022 and ~~2020;~~2021; and (v) Notes to the Condensed Consolidated Financial Statements.

104*						Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101)