DIAMOND HILL INVESTMENT GROUP INC - Quarter Report: 2010 June (Form 10-Q)
Table of Contents
United States Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2010
Commission file number 000-24498
DIAMOND HILL INVESTMENT GROUP, INC.
(Exact name of registrant as specified in its charter)
Ohio | 65-0190407 | |
(State of incorporation) | (I.R.S. Employer Identification No.) |
325 John H. McConnell Blvd, Suite 200, Columbus, Ohio 43215
(Address, including Zip Code, of principal executive offices)
(Address, including Zip Code, of principal executive offices)
(614) 255-3333
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
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, and (2)
has been subject to such filing requirements for the past 90 days. Yes: þ No: o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes: o No: þ
The number of shares outstanding of the issuers common stock, as of August 5,2010, is
2,778,442 shares.
DIAMOND HILL INVESTMENT GROUP, INC.
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PART I: FINANCIAL INFORMATION
ITEM 1: Consolidated Financial Statements
Diamond Hill Investment Group, Inc.
Consolidated Balance Sheets
Consolidated Balance Sheets
6/30/2010 | 12/31/2009 | |||||||
(Unaudited) | ||||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 18,714,468 | $ | 11,513,194 | ||||
Investment portfolio |
15,462,435 | 16,429,967 | ||||||
Accounts receivable |
7,835,467 | 10,144,004 | ||||||
Prepaid expenses |
651,651 | 724,825 | ||||||
Furniture and Equipment, net of depreciation, and other assets |
1,062,327 | 1,171,670 | ||||||
Income tax receivable |
38,317 | | ||||||
Deferred taxes |
1,312,224 | 520,965 | ||||||
Total assets |
$ | 45,076,889 | $ | 40,504,625 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Liabilities |
||||||||
Accounts payable and accrued expenses |
$ | 2,382,458 | $ | 4,465,011 | ||||
Accrued incentive compensation |
8,365,000 | 12,300,650 | ||||||
Income tax payable |
| 758,257 | ||||||
Total liabilities |
10,747,458 | 17,523,918 | ||||||
Commitments and contingencies |
| | ||||||
Shareholders Equity |
||||||||
Common stock, no par value 7,000,000 shares authorized; 2,777,177 issued and outstanding at June 30, 2010; 2,677,577 issued and outstanding at December 31, 2009 |
33,083,282 | 26,922,484 | ||||||
Preferred stock, undesignated, 1,000,000 shares
authorized and unissued |
| | ||||||
Deferred compensation |
(7,382,949 | ) | (8,070,697 | ) | ||||
Retained earnings |
8,629,098 | 4,128,920 | ||||||
Total shareholders equity |
34,329,431 | 22,980,707 | ||||||
Total liabilities and shareholders equity |
$ | 45,076,889 | $ | 40,504,625 | ||||
Book value per share |
$ | 12.36 | $ | 8.58 | ||||
See notes to consolidated financial statements.
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Diamond Hill Investment Group, Inc.
Consolidated Statements of Income (unaudited)
Consolidated Statements of Income (unaudited)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
REVENUES: |
||||||||||||||||
Investment advisory |
$ | 11,933,346 | $ | 8,467,852 | $ | 23,413,871 | $ | 16,256,795 | ||||||||
Mutual fund administration, net |
1,820,889 | 1,124,980 | 3,731,272 | 2,220,372 | ||||||||||||
Total revenue |
13,754,235 | 9,592,832 | 27,145,143 | 18,477,167 | ||||||||||||
OPERATING EXPENSES: |
||||||||||||||||
Compensation and related costs |
7,829,875 | 5,385,309 | 15,611,553 | 10,523,404 | ||||||||||||
General and administrative |
871,754 | 745,740 | 1,683,062 | 1,391,920 | ||||||||||||
Sales and marketing |
199,632 | 136,844 | 338,020 | 282,432 | ||||||||||||
Third party distribution |
258,880 | 215,742 | 517,655 | 464,412 | ||||||||||||
Mutual fund administration |
492,181 | 577,860 | 964,336 | 1,155,045 | ||||||||||||
Total operating expenses |
9,652,322 | 7,061,495 | 19,114,626 | 13,817,213 | ||||||||||||
NET OPERATING INCOME |
4,101,913 | 2,531,337 | 8,030,517 | 4,659,954 | ||||||||||||
Investment return |
(1,183,703 | ) | 4,031,896 | (938,786 | ) | 2,453,045 | ||||||||||
INCOME BEFORE TAXES |
2,918,210 | 6,563,233 | 7,091,731 | 7,112,999 | ||||||||||||
Income tax provision |
(1,088,352 | ) | (2,247,738 | ) | (2,591,553 | ) | (2,445,271 | ) | ||||||||
NET INCOME |
$ | 1,829,858 | $ | 4,315,495 | $ | 4,500,178 | $ | 4,667,728 | ||||||||
Earnings per share |
||||||||||||||||
Basic |
$ | 0.66 | $ | 1.66 | $ | 1.64 | $ | 1.83 | ||||||||
Diluted |
$ | 0.66 | $ | 1.66 | $ | 1.64 | $ | 1.82 | ||||||||
Weighted average shares outstanding |
||||||||||||||||
Basic |
2,773,533 | 2,598,178 | 2,746,455 | 2,553,562 | ||||||||||||
Diluted |
2,774,318 | 2,602,637 | 2,748,775 | 2,558,119 | ||||||||||||
See notes to consolidated financial statements.
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Diamond Hill Investment Group, Inc.
Consolidated Statements of Cash Flow (unaudited)
Consolidated Statements of Cash Flow (unaudited)
Six Months Ended June 30, | ||||||||
2010 | 2009 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net Income |
$ | 4,500,178 | $ | 4,667,728 | ||||
Adjustments to reconcile net income to net cash provided by
(used in) operating activities: |
||||||||
Depreciation on furniture and equipment |
162,213 | 112,531 | ||||||
Amortization of deferred compensation |
1,176,658 | 840,435 | ||||||
(Increase) decrease in accounts receivable |
2,308,537 | (120,432 | ) | |||||
Change in deferred taxes |
(792,887 | ) | 513,773 | |||||
Noncash director fee expense |
179,836 | 150,062 | ||||||
Investment (gain) loss, net |
967,532 | (577,134 | ) | |||||
Decrease in accrued liabilities |
(1,015,057 | ) | (3,506,497 | ) | ||||
Other changes in assets and liabilities |
(685,086 | ) | 2,594,488 | |||||
Net cash provided by operating activities |
6,801,924 | 4,674,954 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Purchase of property and equipment |
(52,870 | ) | (329,502 | ) | ||||
Cost of investments purchased and other portfolio activity |
| (9,727,397 | ) | |||||
Proceeds from sale of investments |
| 5,460,937 | ||||||
Net cash used in investing activities |
(52,870 | ) | (4,595,962 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Payment of taxes withheld on employee stock transactions |
(11,360 | ) | (26,865 | ) | ||||
Proceeds from common stock issuance |
463,580 | 438,010 | ||||||
Net cash provided by financing activities |
452,220 | 411,145 | ||||||
CASH AND CASH EQUIVALENTS |
||||||||
Net change during the period |
7,201,274 | 490,137 | ||||||
At beginning of period |
11,513,194 | 15,788,560 | ||||||
At end of period |
$ | 18,714,468 | $ | 16,278,697 | ||||
Cash paid during the period for: |
||||||||
Interest |
$ | | $ | | ||||
Income taxes |
4,142,700 | 610,090 | ||||||
Noncash transactions during the period for: |
||||||||
Common stock issued as incentive compensation |
5,003,146 | 4,852,216 |
See notes to consolidated financial statements.
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Diamond Hill Investment Group, Inc.
Notes to Consolidated Financial Statements (unaudited)
Notes to Consolidated Financial Statements (unaudited)
Note 1 Organization
Diamond Hill Investment Group, Inc. (the Company) derives its consolidated revenues and
net income primarily from investment advisory and fund administration services that it provides to
individual and institutional investors. The Company has four operating subsidiaries.
Diamond Hill Capital Management, Inc. (DHCM), an Ohio corporation, is a wholly owned subsidiary
of the Company and a registered investment adviser. DHCM is the investment adviser to the Diamond
Hill Funds (the Funds), a series of open-end mutual funds, private investment funds (Private
Funds), and also offers advisory services to institutional and individual investors.
Diamond Hill GP (Cayman) Ltd. (DHGP) was incorporated in the Cayman Islands as an exempted
company on May 18, 2006 for the purpose of acting as the general partner of a Cayman Islands
exempted limited partnership. This limited partnership acts as a master fund for Diamond Hill
Offshore Ltd., a Cayman Islands exempted company; and Diamond Hill Investment Partners II, L.P.,
an Ohio limited partnership. Diamond Hill GP (Cayman) Ltd. has no operating activity.
Beacon Hill Fund Services, Inc. (BHFS), an Ohio corporation, is a wholly owned subsidiary of the
Company incorporated on January 29, 2008. BHFS provides certain compliance, treasury, and fund
administration services to mutual fund companies. BHIL Distributors, Inc. (BHIL), an Ohio
corporation, is a wholly owned subsidiary of BHFS incorporated on February 19, 2008. BHIL provides
underwriting and distribution services to mutual fund companies. BHFS and BHIL collectively
operate as Beacon Hill.
Note 2 Significant Accounting Policies
The preparation of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and the reported amounts of revenues and expenses for the periods.
Actual results could differ from those estimates. Certain prior period amounts and disclosures
have been reclassified to conform to the current period financial presentation. Book value per
share is computed by dividing total shareholders equity by the number of shares issued and
outstanding at the end of the measurement period. The following is a summary of the Companys
significant accounting policies:
Principles of Consolidation
The accompanying consolidated financial statements include the operations of the Company and its
subsidiaries. All material inter-company transactions and balances have been eliminated in
consolidation.
Segment Information
Management has determined that the Company operates in one business segment, namely providing
investment management and administration services to mutual funds, separate accounts, and private
investment funds. Therefore, no disclosures relating to operating segments are required in annual
or interim financial statements.
Cash and Cash Equivalents
Cash and cash equivalents include demand deposits and money market funds.
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Note 2 Significant Accounting Policies (Continued)
Accounts Receivable
Accounts receivable are recorded when they are due and are presented in the balance sheet, net of
any allowance for doubtful accounts. Accounts receivable are written off when they are determined
to be uncollectible. Any allowance for doubtful accounts is estimated based on the Companys
historical losses, existing conditions in the industry, and the financial stability of those
individuals or entities that owe the receivable. No allowance for doubtful accounts was deemed
necessary at June 30, 2010 or December 31, 2009.
Valuation of Investment Portfolio
Investments held by the Company are valued based upon the definition of Level 1 inputs and Level 2
inputs. Level 1 inputs are defined as fair values which use quoted prices in active markets for
identical assets or liabilities that the Company has the ability to access. Level 2 inputs are
defined as quoted prices in markets that are not considered to be active for identical assets or
liabilities, quoted prices in active markets for similar assets or liabilities and inputs other
than quoted prices that are directly observable or indirectly through corroboration with
observable market data. At June 30, 2010,$3,964,147 and $11,498,288 in Company investments are
valued based upon Level 1 and Level 2 inputs, respectively. At December 31, 2009, $4,108,170 and
$12,321,797 in Company investments are valued based upon Level 1 and Level 2 inputs, respectively.
Level 1 investments are all registered investment companies (mutual funds). Level 2 investments
are all limited partnerships. There were no transfers in or out of the levels.
The changes in market values on the investments are recorded in the Consolidated Statement of
Income as investment return.
Limited Partnership Interests
DHCM is the managing member of Diamond Hill General Partner, LLC, the General Partner of Diamond
Hill Investment Partners, LP (DHIP), Diamond Hill Investment Partners II, LP (DHIP II), and
Diamond Hill Research Partners, LP (DHRP),collectively (the Partnerships),each a limited
partnership whose underlying assets consist of marketable securities.
DHCM, in its role as managing member of the General Partner, has the power to direct the
Partnerships economic activities and the right to receive investment advisory and performance
incentive fees that are significant to the Partnerships. The Partnerships are subject to
investment company accounting and, as a result, they have not been consolidated in presenting the
accompanying financial statements. DHCMs investments in these partnerships are reported as a
component of the Companys investment portfolio, valued at DHCMs proportionate interest in the
net asset value of the marketable securities held by the Partnerships. Gains and losses
attributable to changes in value of the DHCMs interests in the Partnerships are included in the
Companys reported investment return.
The Companys exposure to loss as a result of its involvement with the Partnerships is limited to
the amount of its investments. DHCM is not obligated to provide financial or other support to the
Partnerships, other than its investments to date and its contractually provided investment
advisory responsibilities, and has not provided such support. The Company has not provided
liquidity arrangements, guarantees or other commitments to support the Partnerships operations,
and the Partnerships creditors and interest holders have no recourse to the general credit of the
Company.
Several board members, officers and employees of the Company invest in DHIP and DHIP II
through Diamond Hill General Partner, LLC. These individuals receive no remuneration as a result
of their personal investment in the Partnerships. The capital of Diamond Hill General Partner,
LLC is not subject to a management fee or an incentive fee.
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Note 2 Significant Accounting Policies (Continued)
Furniture and Equipment
Furniture and equipment, consisting of computer equipment, furniture, and fixtures, are carried at
cost less accumulated depreciation. Depreciation is calculated using the straight-line method
over estimated lives of three to seven years.
Revenue Recognition General
The Company earns substantially all of its revenue from investment advisory, distribution, and
fund administration services. Mutual fund investment advisory and administration fees, generally
calculated as a percentage of assets under management, are recorded as revenue as services are
performed. Managed account and private investment fund clients provide for monthly or quarterly
management fees, in addition to quarterly or annual performance fees.
Revenue Recognition Performance Incentive Revenue
The Companys private investment funds and certain managed accounts provide for performance
incentive fees. For management fees based on a formula, there are two methods by which incentive
revenue may be recorded. Under Method 1, incentive fees are recorded at the end of the contract
period; under Method 2, the incentive fees are recorded periodically and calculated as the
amount that would be due under the formula at any point in time as if the contract was terminated
at that date. Management has chosen Method 1, in which incentive fees are recorded at the end of
the contract period for the specific client in which the incentive fee applies. The table below
shows assets under management (AUM) subject to performance incentive fees and the performance
incentive fees as calculated under each of the above methods:
As Of June 30, | ||||||||
2010 | 2009 | |||||||
AUM Contractual Period Ends Quarterly |
$ | 99,737,213 | $ | 101,882,369 | ||||
AUM Contractual Period Ends Annually |
170,047,709 | 74,652,767 | ||||||
Total AUM Subject to Performance
Incentive |
$ | 269,784,922 | $ | 176,535,136 | ||||
For The Three Months Ending June 30, | For The Six Months Ending June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Performance Incentive Fees Method 1 |
$ | | $ | | $ | | $ | 4,645 | ||||||||
Performance Incentive Fees Method 2 |
$ | | $ | | $ | 56,488 | $ | 4,645 |
Revenue Recognition Mutual Fund Administration
DHCM has an administrative and transfer agency services agreement with the Diamond Hill Funds (the
Funds), under which DHCM performs certain services for each fund. These services include mutual
fund administration, transfer agency and other related functions. For performing these services,
each fund compensates DHCM a fee at an annual rate of 0.30% for Class A and Class C shares and
0.19% for Class I shares times each series average daily net assets. Prior to April 30, 2010,
the fee for administrative services was 0.34% for Class A and Class C shares and 0.20% for Class
I shares. The Funds have selected and contractually engaged certain vendors to fulfill various
services to benefit the Funds shareholders or to satisfy regulatory requirements of the Funds.
These services include, among others, required fund shareholder mailings, federal and state
registrations, legal and audit fees. DHCM, in fulfilling a portion of its role under the
administration agreement with the Funds, acts as agent to pay these obligations of the Funds.
Each vendor is independently responsible for fulfillment of the services it has been engaged to
provide and negotiates fees and terms with the management and board of trustees of the Funds. The
fee
that the Funds pay to DHCM is reviewed annually by the Funds board of trustees and specifically
takes into account the contractual expenses that DHCM pays on behalf of the Funds. As a result,
DHCM is not
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Note 2 Significant Accounting Policies (Continued)
Revenue Recognition Mutual Fund Administration (Continued)
involved in the delivery or pricing of these services and bears no risk related to these services.
Revenue has been recorded net of these Fund related expenses, as it is the appropriate accounting
treatment for this agency relationship. In addition, DHCM finances the up-front commissions which
are paid by the Funds principal underwriter to brokers who sell Class C shares of the Funds. As
financer, DHCM advances to the underwriter the commission amount to be paid to the selling broker
at the time of sale. These advances are capitalized and amortized over 12 months to correspond
with the repayments DHCM receives from the principal underwriter to recoup this commission
advancement.
Beacon Hill has underwriting and administrative service agreements with certain clients, including
registered mutual funds. The fee arrangements vary from client to client based upon services
provided and are recorded as revenue under Mutual Fund Administration. Part of Beacon Hills role
as underwriter is to act as an agent on behalf of its mutual fund clients to receive 12b-1/service
fees and commission revenue and facilitate the payment of those fees and commissions to third
parties who provide services to the funds and their shareholders. The amount of 12b-1/service fees
and commissions are determined by each mutual fund client and Beacon Hill bears no financial risk
related to these services. As a result, 12b-1/service fees and commission revenue has been
recorded net of the expense payments to third parties as it is the appropriate accounting
treatment for this agency relationship.
Mutual fund administration gross and net revenue are summarized below:
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Mutual fund administration: |
||||||||||||||||
Administration revenue, gross |
$ | 2,756,455 | $ | 2,143,844 | $ | 5,562,566 | $ | 3,990,068 | ||||||||
12b-1/service fees and commission revenue
received from fund clients |
2,092,674 | 1,342,628 | 4,319,661 | 1,342,628 | ||||||||||||
12b-1/service fees and commission expense
payments to third parties |
(2,092,674 | ) | (1,342,628 | ) | (4,319,661 | ) | (1,342,628 | ) | ||||||||
Fund related expense |
(948,869 | ) | (984,879 | ) | (1,876,074 | ) | (1,699,570 | ) | ||||||||
Revenue, net of fund related expenses |
1,807,586 | 1,158,965 | 3,686,492 | 2,290,498 | ||||||||||||
C-Share financing: |
||||||||||||||||
Broker commission advance repayments |
162,423 | 176,015 | 321,364 | 523,468 | ||||||||||||
Broker commission amortization |
(149,120 | ) | (210,000 | ) | (276,584 | ) | (593,594 | ) | ||||||||
Financing activity, net |
13,303 | (33,985 | ) | 44,780 | (70,126 | ) | ||||||||||
Mutual fund administration revenue, net |
$ | 1,820,889 | $ | 1,124,980 | $ | 3,731,272 | $ | 2,220,372 | ||||||||
Third Party Distribution Expense
Third party distribution expenses are earned by various third party financial services firms based
on sales and/or assets of the Companys investment products generated by the respective firms.
Expenses recognized represent actual payments made to the third party firms and are recorded in
the period earned based on the terms of the various contracts.
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Note 2 Significant Accounting Policies (Continued)
Income Taxes
The Company accounts for income taxes through an asset and liability approach. A net deferred tax
asset or liability is determined based on the tax effects of the various temporary differences
between the book and tax bases of the various balance sheet assets and liabilities and gives
current recognition to changes in tax rates and laws.
The Company has analyzed its tax positions taken on federal income tax returns for all open tax
years (tax years ended December 31, 2006 through 2009) to determine any uncertainty in income
taxes and has recognized no adjustment in the net asset or liability.
Earnings Per Share
Basic earnings per share (EPS) excludes dilution and is computed by dividing net income by the
weighted average number of common shares outstanding for the period. Diluted EPS reflects the
potential dilution of EPS that could occur if outstanding warrants were exercised.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period financial
presentation.
Note 3 Investment Portfolio
As of June 30, 2010, the Company held investments worth $15.5 million and a cost basis of
$12.4 million. The following table summarizes the market value of these investments as of June
30, 2010 and December 31, 2009:
June 30, | December 31, | |||||||
2010 | 2009 | |||||||
Diamond Hill Small Cap Fund |
$ | 714,191 | $ | 709,881 | ||||
Diamond Hill Small-Mid Cap Fund |
781,874 | 785,714 | ||||||
Diamond Hill Large Cap Fund |
625,878 | 684,554 | ||||||
Diamond Hill Select Fund |
652,582 | 705,790 | ||||||
Diamond Hill Long-Short Fund |
549,889 | 606,800 | ||||||
Diamond Hill Strategic Income Fund |
639,733 | 615,431 | ||||||
Diamond Hill Investment Partners, L.P. |
2,379,901 | 2,653,856 | ||||||
Diamond Hill Investment Partners II, L.P. |
2,374,078 | 2,649,665 | ||||||
Diamond Hill Research Partners, L.P. |
6,744,309 | 7,018,276 | ||||||
Total Investment Portfolio |
$ | 15,462,435 | $ | 16,429,967 | ||||
DHCM is the managing member of the Diamond Hill General Partner LLC, which is the General
Partner of the Partnerships. The underlying assets of the Partnerships are cash and marketable
equity securities. Summary financial information, including the Companys carrying value as of
June 30, 2010 and December 31, 2009 and income from the Partnerships for the six months ended June
30, 2010 and for the year ended December 31, 2009 is as follows:
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Note 3 Investment Portfolio (Continued)
June 30, | December 31, | |||||||
2010 | 2009 | |||||||
Total partnership assets |
$ | 157,160,581 | $ | 188,716,374 | ||||
Total partnership liabilities |
23,671,826 | 40,583,059 | ||||||
Net partnership assets |
133,488,755 | 148,133,315 | ||||||
Net partnership income (loss) |
(15,587,020 | ) | 35,193,357 | |||||
DHCMs portion of net assets |
11,498,288 | 12,321,797 | ||||||
DHCMs portion of net income (loss) |
(823,509 | ) | 4,634,391 |
DHCMs income from the Partnerships includes its pro-rata capital allocation and its share
of an incentive allocation, if any, from the limited partners.
Note 4 Capital Stock
Common Shares
The Company has only one class of securities, Common Shares.
Authorization of Preferred Shares
The Companys Articles of Incorporation authorize the issuance of 1,000,000 shares of blank
check preferred shares with such designations, rights and preferences, as may be determined from
time to time by the Companys Board of Directors. The Board of Directors is authorized, without
shareholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or
other rights, which could adversely affect the voting or other rights of the holders of the Common
Shares. There were no shares of preferred stock issued or outstanding at June 30, 2010 or December
31, 2009.
Note 5 Stock-Based Compensation
Equity Incentive Plans
2005 Employee and Director Equity Incentive Plan
At the Companys annual shareholder meeting on May 12, 2005, shareholders approved the 2005
Employee and Director Equity Incentive Plan (2005 Plan). The 2005 Plan is intended to
facilitate the Companys ability to attract and retain staff, provide additional incentive to
employees, directors and consultants, and to promote the success of the Companys business. The
2005 Plan authorizes the issuance of Common Shares of the Company in various forms of stock or
option grants. As of June 30, 2010,there were 303,407 shares available for issuance under the 2005
Plan. The 2005 Plan provides that the Board of Directors, or a committee appointed by the Board,
may grant awards and otherwise administer the 2005 Plan. Restricted stock grants issued under
the 2005 Plan, which vest over time, are recorded as deferred compensation in the equity section
of the balance sheet on grant date and then recognized as compensation expense based on the grant
date price over the vesting period of the respective grant.
401(k) Plan
The Company sponsors a 401(k) plan under which all employees participate. Employees may
contribute a portion of their compensation subject to certain limits based on federal tax laws.
The Company makes matching contributions of Common Shares of the Company with a value equal to 200
percent of the first six percent of an employees compensation contributed to the plan. Employees
become fully vested in the matching contributions after six plan years of employment. For the
three months ended June 30, 2010 and 2009, expenses attributable to the plan were $215,711 and
$184,134, respectively. For the six months
ended June 30, 2010 and 2009, expenses attributable to the plan were $426,992 and
$370,559, respectively.
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Note 5 Stock-Based Compensation (Continued)
Stock Options and Warrants
There were no stock options outstanding during the periods presented in these financials.
There are no warrants outstanding as of June 30, 2010. Warrant transactions during the periods
presented in these financials are summarized below:
Warrants | ||||||||
Weighted Average | ||||||||
Shares | Exercise Price | |||||||
Outstanding December 31, 2008 |
10,000 | $ | 13.00 | |||||
Exercisable December 31, 2008 |
10,000 | $ | 13.00 | |||||
Granted |
| | ||||||
Expired/Forfeited |
| | ||||||
Exercised |
4,000 | 16.88 | ||||||
Outstanding June 30, 2009 |
6,000 | $ | 10.42 | |||||
Exercisable June 30, 2009 |
6,000 | $ | 10.42 | |||||
Outstanding December 31, 2009 |
6,000 | $ | 10.42 | |||||
Exercisable December 31, 2009 |
6,000 | $ | 10.42 | |||||
Granted |
| | ||||||
Expired/Forfeited |
4,000 | 10.00 | ||||||
Exercised |
2,000 | 11.25 | ||||||
Outstanding June 30, 2010 |
| $ | | |||||
Exercisable June 30, 2010 |
| $ | | |||||
Note 6 Operating Leases
The Company leases approximately 19,000 square feet of office space at its principal office
under an operating lease agreement which terminates on July 31, 2016. In addition, the Company
leases approximately 2,200 square feet of office space for a subsidiary company under an operating
lease agreement which terminates on February 28, 2011. Total lease and operating expenses for the
three months ended June 30, 2010 and 2009 were $138,848 and $113,165 respectively. Total lease and
operating expenses for the six months ended June 30, 2010 and 2009 were $283,005 and $218,890
respectively. The approximate future minimum lease payments under the operating leases are as
follows:
2010 | 2011 | 2012 | 2013 | 2014 | Thereafter | |||||
$181,000
|
$340,000 | $348,000 | $356,000 | $358,000 | $571,000 |
In addition to the above rent, the Company will also be responsible for normal operating expenses
of the properties. Such operating expenses were approximately $9.79 per square foot in 2009 and
are expected to be approximately $9.97 per square foot in 2010 on a combined basis.
12
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Note 7 Income Taxes
The
provision for income taxes for the three months and six months ended
June 30, 2010 and 2009
consists of federal, state and city income taxes. As of
June 30, 2010, the Company and its
subsidiaries had a capital loss carryforward of approximately $4.5 million. The capital loss
carryforward is available to offset capital gains in future years.
Note 8 Earnings Per Share
The following table sets forth the computation for basic and diluted earnings per share
(EPS):
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Basic and Diluted net income |
$ | 1,829,858 | $ | 4,315,495 | $ | 4,500,178 | $ | 4,667,728 | ||||||||
Weighted average number of
outstanding shares |
||||||||||||||||
Basic |
2,773,533 | 2,598,178 | 2,746,455 | 2,553,562 | ||||||||||||
Diluted |
2,774,318 | 2,602,637 | 2,748,775 | 2,558,119 | ||||||||||||
Earnings per share |
||||||||||||||||
Basic |
$ | 0.66 | $ | 1.66 | $ | 1.64 | $ | 1.83 | ||||||||
Diluted |
$ | 0.66 | $ | 1.66 | $ | 1.64 | $ | 1.82 | ||||||||
Note 9 Regulatory Requirements
BHIL, a wholly owned subsidiary of the Company and
principal underwriter for mutual funds,
is subject to the U.S. Securities and Exchange Commission (SEC) uniform net capital rule, which
requires the maintenance of minimum net capital. BHILs net capital exceeds its minimum net
capital requirement at June 30, 2010 and December 31, 2009. The net capital balances, minimum net
capital requirements, and ratio of aggregate indebtedness to net capital for BHIL are summarized
below as of June 30, 2010 and December 31, 2009:
June 30, | December 31, | |||||||
2010 | 2009 | |||||||
Net Capital |
$ | 197,020 | $ | 279,718 | ||||
Minimum Net Capital
Requirement |
67,673 | 132,199 | ||||||
Ratio of Aggregate
Indebtedness
to Net Capital |
5.15 to 1 | 7.09 to 1 |
Note 10 Commitments and Contingencies
The Company indemnifies its directors and certain of its officers and employees for certain
liabilities that might arise from their performance of their duties to the Company. Additionally,
in the normal course of business, the Company enters into agreements that contain a variety of
representations and warranties and which provide general
indemnifications. Certain agreements do
not contain any limits on the Companys liability and would involve future claims that may be made
against the Company that
have not yet occurred. Therefore, it is not possible to estimate the Companys potential liability
under these indemnities. Further, the Company maintains insurance policies that may provide
coverage against certain claims under these indemnities.
13
Table of Contents
DIAMOND HILL INVESTMENT GROUP, INC.
ITEM 2: Managements Discussion and Analysis of Financial Condition and Results of Operations
Forward-looking Statements
Throughout this Form 10-Q, the Company may make forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934
relating to such matters as anticipated operating results, prospects for achieving the critical
threshold of assets under management, technological developments, economic trends (including
interest rates and market volatility), expected transactions and acquisitions and similar matters.
The words believe, expect, anticipate, estimate, should, hope, seek, plan, intend
and similar expressions identify forward-looking statements that speak only as of the date thereof.
While the Company believes that the assumptions underlying its forward-looking statements are
reasonable, investors are cautioned that any of the assumptions could prove to be inaccurate and
accordingly, the actual results and experiences of the Company could differ materially from the
anticipated results or other expectations expressed by the Company in its forward-looking
statements. Factors that could cause such actual results or experiences to differ from results
discussed in the forward-looking statements include, but are not limited to: the adverse effect
from a decline in the securities markets; a decline in the performance of the Companys products;
changes in interest rates; a general or prolonged downturn in the economy; changes in government
policy and regulation, including monetary policy; changes in the Companys ability to attract or
retain key employees; unforeseen costs and other effects related to legal proceedings or
investigations of governmental and self-regulatory organizations; and other risks identified from
time-to-time in the Companys public documents on file with the SEC.
General
The Company, an Ohio corporation organized in 1990, derives its consolidated revenue and net income
from investment advisory and fund administration services provided by its subsidiaries Diamond Hill
Capital Management, Inc. (DHCM), Beacon Hill Fund Services, Inc. (BHFS), and BHIL Distributors,
Inc. (BHIL). BHFS and BHIL collectively operate as Beacon Hill. DHCM is a registered investment
adviser under the Investment Advisers Act of 1940 providing investment advisory services to
individuals and institutional investors through Diamond Hill Funds, separate accounts, and private
investment funds (generally known as hedge funds). Beacon Hill was incorporated during the first
quarter of 2008, and provides certain fund administration services and underwriting services to
mutual fund companies, including Diamond Hill Funds.
In this section,the Company discusses and analyzes the consolidated results of operations for the
three and six month periods ending June 30, 2010 and 2009 and other factors that may affect future
financial performance. The accompanying unaudited consolidated financial statements were prepared
in accordance with the instructions for Form 10-Q and, therefore, do not include information or
footnotes necessary for a complete presentation of financial position, results of operations and
cash flows in conformity with United States generally accepted accounting principles. Accordingly,
these financial statements should be read in conjunction with the Consolidated Financial Statements
and Notes thereto of the Company included in the Companys Annual Report on Form 10-K for the year
ended December 31, 2009. However, in the opinion of management, all adjustments (consisting of
only normal recurring accruals) which are necessary for a fair presentation of the financial
statements have been included. The results of operations for the three and six month periods ended
June 30, 2010, are not necessarily indicative of the results which may be expected for the entire
fiscal year.
The Companys revenue is derived primarily from investment advisory and administration fees.
Investment advisory and administration fees paid to the Company are generally based on the value of
the investment portfolios managed by the Company and fluctuate with changes in the total value of
the AUM. Such fees are recognized in the period that the Company manages these assets. Performance
incentive fees are generally 20% of the amount of client annual investment performance in excess of
a specified hurdle. Because performance incentive fees are based primarily on the performance of
client accounts, they can be volatile from period to period. The Companys primary expense is
employee compensation and benefits.
14
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Assets Under Management
As of June 30, 2010, assets under management (AUM) totaled $6.5 billion,
a 37% increase in
comparison to June 30, 2009. Revenues are highly dependent on both the value and composition of AUM.
The following is a summary of the Companys AUM by product and objective as of June 30, 2010 and
2009 and a roll-forward of AUM activity for the six months ended June 30, 2010 and 2009:
Assets Under Management by Product | ||||||||||||
As of June 30, | ||||||||||||
(in millions) | 2010 | 2009 | % Change | |||||||||
Mutual funds |
$ | 3,781 | $ | 2,930 | 29 | % | ||||||
Separate accounts |
2,505 | 1,600 | 57 | % | ||||||||
Private investment funds |
196 | 203 | -3 | % | ||||||||
Total |
$ | 6,482 | $ | 4,733 | 37 | % | ||||||
Assets Under Management by Objective | ||||||||||||
As of June 30, | ||||||||||||
(in millions) | 2010 | 2009 | % Change | |||||||||
Small |
$ | 735 | $ | 476 | 54 | % | ||||||
Small-Mid Cap |
149 | 113 | 32 | % | ||||||||
Large Cap |
2,870 | 1,706 | 68 | % | ||||||||
Select |
370 | 156 | 137 | % | ||||||||
Long-Short |
2,188 | 2,149 | 2 | % | ||||||||
Strategic and fixed income |
170 | 133 | 28 | % | ||||||||
Total |
$ | 6,482 | $ | 4,733 | 37 | % | ||||||
Change in Assets Under Management | ||||||||
For the Six Months Ended June 30, | ||||||||
(in millions) | 2010 | 2009 | ||||||
AUM at beginning of the period |
$ | 6,283 | $ | 4,510 | ||||
Net cash inflows (outflows) |
||||||||
mutual funds |
439 | (269 | ) | |||||
separate accounts |
290 | 343 | ||||||
private investment funds |
(0 | ) | (38 | ) | ||||
729 | 36 | |||||||
Net market appreciation (depreciation) and income |
(530 | ) | 187 | |||||
Increase during the period |
199 | 223 | ||||||
AUM at end of the period |
$ | 6,482 | $ | 4,733 | ||||
15
Table of Contents
Consolidated Results of Operations
The following is a discussion of the consolidated results of operations of the Company and its
revenues and expenses.
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
(in thousands, except per share amounts) | 2010 | 2009 | % Change | 2010 | 2009 | % Change | ||||||||||||||||||
Net
operating income after tax (a) |
$ | 2,572 | $ | 1,664 | 55 | % | $ | 5,328 | $ | 3,058 | 74 | % | ||||||||||||
Net income |
$ | 1,830 | $ | 4,315 | -58 | % | $ | 4,500 | $ | 4,668 | -4 | % | ||||||||||||
Net operating income after tax per share (a) |
||||||||||||||||||||||||
Basic |
$ | 0.93 | $ | 0.64 | 45 | % | $ | 1.94 | $ | 1.20 | 62 | % | ||||||||||||
Diluted |
$ | 0.93 | $ | 0.64 | 45 | % | $ | 1.94 | $ | 1.20 | 62 | % | ||||||||||||
Net income per share |
||||||||||||||||||||||||
Basic |
$ | 0.66 | $ | 1.66 | -60 | % | $ | 1.64 | $ | 1.83 | -10 | % | ||||||||||||
Diluted |
$ | 0.66 | $ | 1.66 | -60 | % | $ | 1.64 | $ | 1.82 | -10 | % | ||||||||||||
Weighted average shares outstanding |
||||||||||||||||||||||||
Basic |
2,774 | 2,598 | 2,746 | 2,554 | ||||||||||||||||||||
Diluted |
2,774 | 2,603 | 2,749 | 2,558 |
(a) | Net operating income after tax is a non-GAAP performance measure. See Use of Supplemental
Data as Non-GAAP Performance Measure on page 21 of this report. |
Three Months Ended June 30, 2010 compared with Three Months Ended June 30, 2009
The Company generated net income of $1,829,858 ($0.66 per diluted share) for the three months ended
June 30, 2010, compared with net income of $4,315,495($1.66 per diluted share) for the three months
ended June 30, 2009. Net income decreased$2.5 million due primarily to a negative return on the
Companys corporate investment portfolio of $1.2 million for the three months ended June 30, 2010
compared to a positive return on the Companys corporate investment portfolio of $4.0 million for
the three months ended June 30, 2009. Excluding the corporate investment return, net operating
income after tax increased $908 thousand, or 55%, for the period primarily due to a 37% increase in
AUM for the quarter ended June 30, 2010 compared to June 30, 2009.
Revenue
Three Months Ended | ||||||||||||
June 30, | ||||||||||||
(in thousands) | 2010 | 2009 | % Change | |||||||||
Investment advisory |
$ | 11,933 | $ | 8,468 | 41 | % | ||||||
Mutual fund administration, net |
1,821 | 1,125 | 62 | % | ||||||||
Total |
$ | 13,754 | $ | 9,593 | 43 | % | ||||||
As a percent of total second quarter 2010 revenues, investment advisory fees accounted for 87%and
mutual fund administration fees accounted for the remaining 13% compared to the second quarter of
2009 where investment advisory fees accounted for 88%and mutual fund administration fees accounted
for the remaining 12% of revenues.
Investment Advisory Fees.Investment advisory fees increased by $3.4 million, or 41%, due to a 37%
increase in AUM for the quarter ended June 30, 2010 compared to June 30, 2009. Investment advisory
fees are calculated as a percent of average net AUM at various levels depending on the investment
product. The Companys average advisory fee rate for the three months ended June 30, 2010 was 0.70%
compared to 0.76% for the three months ended June 30, 2009. The decrease in the average advisory fee
rate is due to an overall change in the composition of AUM where long-short strategies, which pay a
higher advisory fee, made up 34% of total AUM as of June 30, 2010 compared to 45% of total AUM as
of June 30, 2009 while long only strategies, which have a lower advisory fee, made up 44% of total
AUM as of June 30, 2010 compared to only 36% of total AUM as of June 30, 2009. Despite the 0.06%
decrease in average advisory fee rate, the Companys average AUM during the quarter ended June 30,
2010 was $6.8 billion compared to $4.5 billion for the quarter ended June 30, 2009. Therefore, the
lower average advisory fee rate in second quarter 2010 was being charged on a greater asset base
compared to the same quarter in 2009 resulting in an increase in the overall fees earned during the
period.
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Table of Contents
Mutual Fund Administration Fees. Mutual fund administration fees include administration fees
received from Diamond Hill Funds, which are calculated as a percent of average net AUM, and all
Beacon Hill fee revenue. Fund administration revenues increased by $696 thousand for the quarter
ended June 30, 2010 compared to the quarter ended June 30, 2009 due to an increase in AUM of 29%, a
$214 thousand increase in Beacon Hill revenue, offset by a decrease in the effective fee rate from
0.29% to 0.26%.Despite the 0.03% decrease in effective fee rate, the Companys average mutual fund
AUM during the quarter ended June 30, 2010 was $3.8 billion compared to $2.7 billion for the
quarter ended June 30, 2009. Therefore, the lower effective fee rate in second quarter 2010 was
being charged on a greater asset base compared to the same quarter in 2009 resulting in an increase
the overall fees earned during the period. Effective April 30, 2010, the administration fee rate
for Diamond Hill Funds decreased from 0.34% to 0.30% on Class A and Class C shares and decreased
from 0.20% to 0.19% for Class I shares. This decreased represents a sharing of the fund
administration economies of scale with mutual fund shareholders.
Expenses
Three Months Ended | ||||||||||||
June 30, | ||||||||||||
(in thousands) | 2010 | 2009 | % Change | |||||||||
Compensation and related costs |
$ | 7,830 | $ | 5,385 | 45 | % | ||||||
General and administrative |
872 | 745 | 17 | % | ||||||||
Sales and marketing |
199 | 137 | 45 | % | ||||||||
Third party distribution |
259 | 216 | 20 | % | ||||||||
Mutual fund administration |
492 | 578 | -15 | % | ||||||||
Total |
$ | 9,652 | $ | 7,061 | 37 | % | ||||||
Compensation and Related Costs. Employee compensation and benefits increased $2.4 million, or 45%,
during the three months ended June 30, 2010 compared to the same period a year ago, primarily due
to an increase of $1.8 million in incentive compensation during the period consistent with a 37%
increase in AUM and the associated increase in operating income. Further contributors to the
overall increase in compensation expense were restricted stock expense, which increased by $201
thousand due to an overall increase in the total amount of long-term equity awards outstanding in
2010 compared to 2009, and base salaries and related benefits, which increased by $295 thousand due
to an increase in employee headcount.
General and Administrative. General and administrative expenses increased by $127 thousand, or
17%, period over period. This increase is primarily due to additional research expenses to support
the Companys investment team, expansion of the Companys office space, and implementation of a new
trading system during the quarter, partially offset by a reduction in legal costs.
Sales and Marketing. Sales and marketing expenses increased by $63 thousand, or 45%. This
increase was primarily due to an increased presence at industry conferences and an increase in
travel and sales related expenses during second quarter 2010.
Third Party Distribution. Third party distribution expense represents payments made to
intermediaries related to sales of the Companys investment products. The expense is directly
correlated with investments in the Companys private investment funds. The period over period
increase or decrease directly corresponds to the increase or decrease in investment advisory fees
earned by the Company.
17
Table of Contents
Mutual Fund Administration.Mutual fund administration expense decreased by $86 thousand, or 15%,
period over period. The majority of mutual fund administration fees are variable based on the
amount of mutual fund AUM. Despite an overall increase in mutual fund AUM of $851 million, or 29%,
as of June 30, 2010 compared to June 30, 2009, the decrease in mutual fund administration expenses
is primarily due to a third party service provider fee reduction related to bringing certain
administration activities in-house.
Six Months Ended June 30, 2010 compared with Six Months Ended June 30, 2009
The Company generated net income of $4,500,178 ($1.64 per diluted share) for the six months ended
June 30, 2010, compared with net income of $4,667,728 ($1.82 per diluted share) for the six months
ended June 30, 2009. While net income experienced a minimal decrease of $167 thousand, revenue for
the period increased $8.7 million and compensation and related costs increased $5.2 million offset
by a net decrease in investment return of $3.4 million from the six months ended June 30, 2009 to
the six months ended June 30, 2010. Excluding the corporate investment return, net operating income
after tax increased $2.3 million, or 74%, for the period primarily due to a 37% increase in AUM for
the quarter ended June 30, 2010 compared to June 30, 2009.
Revenue
Six Months Ended | ||||||||||||
June 30, | ||||||||||||
(in thousands) | 2010 | 2009 | % Change | |||||||||
Investment advisory |
$ | 23,414 | $ | 16,257 | 44 | % | ||||||
Mutual fund administration, net |
3,731 | 2,220 | 68 | % | ||||||||
Total |
$ | 27,145 | $ | 18,477 | 47 | % | ||||||
As a percent of 2010 year to date revenues, investment advisory fees accounted for 86% and mutual
fund administration fees accounted for the remaining 14% compared to the 2009 period where investment
advisory fees accounted for 88% and mutual fund administration fees accounted for the remaining 12%
of revenues.
Investment Advisory Fees.Investment advisory fees increased by $7.2 million, or 44%, due to a 37%
increase in AUM for the six months ended June 30, 2010 compared to the six months ended June 30,
2009. Investment advisory fees are calculated as a percent of average net AUM at various levels
depending on the investment product. The Companys average advisory fee rate for the six months
ended June 30, 2010 was 0.71% compared to 0.75% for the six months ended June 30, 2009. The
decrease in the average advisory fee rate is due to an overall change in the composition of AUM
where long-short strategies, which pay a higher advisory fee, made up 35% of total AUM as of June
30, 2010 compared to 49% of total AUM as of June 30, 2009 while long only strategies, which have a
lower advisory fee, made up 50% of total AUM as of June 30, 2010 compared to only 36% of total AUM
as of June 30, 2009. Despite the 0.04% decrease in average advisory fee rate, the Companys average
AUM during the six months ended June 30, 2010 was $6.6 billion compared to $4.3 billion for the six
months ended June 30, 2009. Therefore, the lower average advisory fee rate during the six months
ending June 30, 2010 was being charged on a greater asset base compared to the same period in 2009
resulting in an increase the overall fees earned during the period.
Mutual Fund Administration Fees. Mutual fund administration fees include administration fees
received from Diamond Hill Funds, which are calculated as a percent of average net AUM, and all
Beacon Hill fee revenue. Fund administration revenues increased by $1.5 million for the six
months ended June 30, 2010 compared to the six months ended June 30, 2009. As the effective fee
rate remained constant at 0.27% period over period, the increase is primarily due to an increase in
AUM of 29% and a $493 thousand increase in Beacon Hill revenue. The Companys average mutual fund
AUM during the six months ended June 30, 2010 was $3.7 billion compared to $2.7 billion for the six
months ended June 30, 2009 further contributing to the increase the mutual fund administration fees
during the period. Effective April 30, 2010, the administration fee rate for Diamond Hill Funds
decreased from 0.34% to 0.30% on Class A and Class C shares and
decreased from 0.20% to 0.19% for Class I shares. This decreased represents a sharing of the fund
administration economies of scale with mutual fund shareholders.
18
Table of Contents
Expenses
Six Months Ended | ||||||||||||
June 30, | ||||||||||||
(in thousands) | 2010 | 2009 | % Change | |||||||||
Compensation and related costs |
$ | 15,612 | $ | 10,523 | 48 | % | ||||||
General and administrative |
1,683 | 1,392 | 21 | % | ||||||||
Sales and marketing |
338 | 283 | 19 | % | ||||||||
Third party distribution |
518 | 464 | 12 | % | ||||||||
Mutual fund administration |
964 | 1,155 | -17 | % | ||||||||
Total |
$ | 19,115 | $ | 13,817 | 38 | % | ||||||
Compensation and Related Costs.Employee compensation and benefits increased $5.0 million, or 48%,
during the six months ended June 30, 2010 compared to the same period a year ago, primarily due to
an increase of $3.9 million in incentive compensation during the period consistent with a 37%
increase in AUM and the associated increase in operating income. Further contributors to the
overall increase in compensation expense were restricted stock expense, which increased by $325
thousand due to an overall increase in the total amount of long-term equity awards outstanding in
2010 compared to 2009, and base salaries and related benefits, which increased by $485 thousand due
to an increase in employee headcount.
General and Administrative. General and administrative expenses increased by $291 thousand, or
21%, period over period. This increase is primarily due to additional research expenses to support
the Companys investment team, expansion of the Companys office space, implementation of a new
trading system, and an increase in systems related expenses to support the investment team,
partially offset by a decrease in legal costs and Ohio franchise expense.
Sales and Marketing. Sales and marketing expenses increased by $55 thousand, or 19%, period over
period. This increase was primarily due to an increased presence at industry conferences and an
increase in travel and sales related expenses.
Third Party Distribution.Third party distribution expense represents payments made to
intermediaries related to sales of the Companys investment products. The expense is directly
correlated with investments in the Companys private investment funds. The period over period
increase or decrease directly corresponds to the increase or decrease in investment advisory fees
earned by the Company.
Mutual Fund Administration.Mutual fund administration expense decreased by $191 thousand, or 17%,
period over period. The majority of mutual fund administration fees are variable based on the
amount of mutual fund AUM. Despite an overall increase in mutual fund AUM of $851 million, or 29%,
as of June 30, 2010 compared to the six months ended June 30, 2009, the decrease in mutual fund
administration expenses is primarily due to a third party service provider fee reduction related to
bringing certain administration activities in-house.
Beacon Hill Fund Services
Beacon Hill is currently staffed with twelve full-time equivalent employees, up from eight at June
30, 2009, and provides compliance, treasurer, and other fund administration services to mutual fund
clients and their investment advisers. In addition, through its registered broker/dealer, Beacon
Hill also serves as the underwriter for a number of mutual funds. Beacon Hill has been actively
marketing its services and has
commitments from several clients to commence services at various starting dates throughout 2010.
Most of these commitments are annually recurring engagements. The Company expects Beacon Hill to
generate an operating profit in the fourth quarter of 2010. The following is a summary of Beacon
Hills performance for the three and six months ended June 30, 2010 compared to the three and six
months ended June 30, 2009, excluding 12b-1/service fees and commission revenue and expenses, which
net to zero:
19
Table of Contents
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
(in thousands) | 2010 | 2009 | 2010 | 2009 | ||||||||||||
Revenue1 |
$ | 402 | $ | 187 | $ | 783 | $ | 291 | ||||||||
Expenses |
607 | 436 | 1,217 | 920 | ||||||||||||
Net loss |
$ | (205 | ) | $ | (249 | ) | $ | (434 | ) | $ | (629 | ) | ||||
1 | Beacon Hills revenue for the three months ended June 30, 2010 and 2009 includes
$131 thousand and $34 thousand, respectively, of inter-company revenue earned from services
provided to DHCM. Beacon Hills revenue for the six months ended June 30, 2010 and 2009
includes $241 thousand and $50 thousand, respectively, of inter-company revenue earned from
services provided to DHCM. These amounts have been eliminated from the Consolidated Statements
of Income. |
Liquidity and Capital Resources
The Companys entire investment portfolio is in readily marketable securities, which provide for
cash liquidity, if needed. Investments in mutual funds are valued at their quoted current net asset
value. Investments in private investment funds are valued independently based on readily available
market quotations. Inflation is expected to have no material impact on the Companys performance.
As of June 30, 2010, the Company had working capital of approximately $31.3 million compared to
$20.5 million at December 31, 2009. Working capital includes cash, securities owned and accounts
receivable, net of all liabilities. The Company has no debt and its available working capital is
expected to be sufficient to cover current expenses. The Company does not expect any material
capital expenditures during 2010.
During the third quarter of 2007 the Board of Directors authorized management to repurchase up to
350,000 shares of the Companys common stock. Management and the board believe that the most
appropriate use for excess cash is to invest in Diamond Hill investment strategies or repurchase
the Companys common stock. The deciding factor will be which alternative offers the most favorable
risk-adjusted rate of return in the opinion of management and the board.
Use of Supplemental Data as Non-GAAP Performance Measure
Net Operating Income After Tax
Net Operating Income After Tax
As supplemental information, we are providing performance measures that are based on methodologies
other than generally accepted accounting principles (non-GAAP) for Net Operating Income After
Tax that management uses as benchmarks in evaluating and comparing the period-to-period operating
performance of the Company and its subsidiaries.
The Company defines net operating income after tax as the Companys net operating income less
income tax provision excluding investment return and the tax impact related to the investment
return. The Company believes that net operating income after tax provides a good representation
of the Companys operating performance as it excludes the impact of investment return on financial
results. The amount of the investment portfolio and market fluctuations on the investments can
fluctuate significantly from one period to another, as seen over the past year, which can distort
the underlying earnings potential of a company. We also believe net operating income after tax is
an important metric in estimating the value of an asset management business. This measure is
provided in addition to net income and net operating income and is not a substitute for net income
or net operating income and may not be comparable to non-GAAP performance measures of other
companies.
20
Table of Contents
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
(in thousands) | 2010 | 2009 | 2010 | 2009 | ||||||||||||
Net Operating Income, GAAP basis |
$ | 4,102 | $ | 2,531 | $ | 8,031 | $ | 4,660 | ||||||||
Non-GAAP Adjustments: |
||||||||||||||||
Tax Provision excluding impact of Investment Return |
1,530 | 867 | 2,703 | 1,602 | ||||||||||||
Net operating income after tax, non-GAAP basis |
2,572 | 1,664 | 5,328 | 3,058 | ||||||||||||
Net operating income after tax per basic share, non-GAAP basis |
$ | 0.93 | $ | 0.64 | $ | 1.94 | $ | 1.20 | ||||||||
Net operating income after tax per diluted share, non-GAAP basis |
$ | 0.93 | $ | 0.64 | $ | 1.94 | $ | 1.20 | ||||||||
Basic weighted average shares outstanding, GAAP basis |
2,774 | 2,598 | 2,746 | 2,554 | ||||||||||||
Diluted weighted average shares outstanding, GAAP basis |
2,774 | 2,603 | 2,749 | 2,558 |
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements with any obligation under a guarantee contract,
or a retained or contingent interest in assets or similar arrangement that serves as credit,
liquidity or market risk support for such assets, or any other obligation, including a contingent
obligation, under a contract that would be accounted for as a derivative instrument or arising out
of a variable interest.
Critical Accounting Policies and Estimates
There have been no material changes to the Critical Accounting Policies and Estimates provided in
Item 7 of the Companys Annual Report on Form 10-K for the year ended December 31, 2009.
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DIAMOND HILL INVESTMENT GROUP, INC.
ITEM 3: | Quantitative and Qualitative Disclosures About Market Risk |
There has been no material change in the information provided in Item 7A of the Companys Annual
Report on Form 10-K for the year ended December 31, 2009.
ITEM 4: | Controls and Procedures |
Management, including the Chief Executive Officer and the Chief Financial Officer, has conducted an
evaluation of the effectiveness of the Companys disclosure controls and procedures (as defined in
Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934) as of the end of the period
covered by this quarterly report (the Evaluation Date). Based on such evaluation, the Chief
Executive Officer and the Chief Financial Officer have concluded that as of the Evaluation Date,
the Companys disclosure controls and procedures are effective to ensure that the information
required to be disclosed by the Company in the reports that it files or submits under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commissions rules and forms, and to
ensure that the information required to be disclosed by the Company in the reports it files or
submits under the Securities Exchange Act of 1934 is accumulated and communicated to the Companys
management, including the Chief Executive Officer and Chief Financial Officer, or persons
performing similar functions, as appropriate, to allow timely decisions regarding required
disclosure. There have not been any changes in the Companys internal control over financial
reporting that have materially affected or are reasonably likely to materially affect, the
Companys internal control over financial reporting.
PART II: | OTHER INFORMATION |
ITEM 1: | Legal Proceedings |
From time to time, the Company is party to various legal proceedings that are incidental to its
business. The Company believes that none of these matters, either individually or in the aggregate,
is reasonably likely to have a material adverse effect on its consolidated financial condition,
liquidity or results of operations.
ITEM 1A: | Risk Factors |
There has been no material change to the information provided in Item 1A of the Companys Annual
Report on Form 10-K for the year ended December 31, 2009.
ITEM 2: | Unregistered Sales of Equity Securities and Use of Proceeds |
The Company did not purchase any shares of its common stock during the six months ended June 30,
2010. There remain 333,895 shares available to be purchased under a repurchase program approved by
the Board of Directors and announced on August 9, 2007. This stock repurchase program is not
subject to an expiration date.
ITEM 3: | Defaults Upon Senior Securities |
None
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DIAMOND HILL INVESTMENT GROUP, INC.
ITEM 6: | Exhibits |
3.1
|
Amended and Restated Articles of Incorporation of the Company. (Incorporated by reference from Form 8-K Current Report for the event on May 2, 2002 filed with the SEC on May 7, 2002; File No. 000-24498.) | |
3.2
|
Code of Regulations of the Company. (Incorporated by reference from Form 8-K Current Report for the event on May 2, 2002 filed with the SEC on May 7, 2002; File No. 000-24498.) | |
31.1
|
Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |
31.2
|
Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |
32.1
|
Section 1350 Certifications. |
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DIAMOND HILL INVESTMENT GROUP, INC.
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 thereunto duly authorized.
DIAMOND HILL INVESTMENT GROUP, INC.
Date | Title | Signature | ||
August 6, 2010
|
President, Chief Executive Officer, | /s/ R. H. Dillon | ||
and a Director | R. H. Dillon | |||
August 6, 2010
|
Chief Financial Officer, Treasurer, | /s/ James F. Laird | ||
and Secretary | James F. Laird |
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