United States Securities and Exchange Commission
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20092010
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
 614-255-3333
   
(Address of principal executive offices) (Zip Code) (Registrant’s telephone number)
Securities registered underpursuant to Section 12(b) of the Exchange Act:
   
Title of each class Name of each exchange on which registered
   
Common shares, no par value The NASDAQ Stock Market LLC
Securities registered underpursuant to Section 12(g) of the Exchange Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso Noþ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso Noþ
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. Yesþ Noo
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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yeso Noo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-Kþo
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 filero Accelerated filerþ Non-accelerated filero Smaller reporting companyo
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ
Aggregate market value of the voting and non-votingregistrant’s common shares (the only common equity of the registrant) held by non-affiliates of the registrant, based on the closing price of $40.18$56.69 on June 30, 2009 (end of the 2nd fiscal quarter)2010 on the NASDAQ Global Select Market was $73,603,729.$128,451,944. Calculation of holdings by non-affiliates is based upon the assumption, for these purposes only, that the registrant’s executive officers and directors and persons holding five percent or more of the registrant’s voting and non-voting common shares are affiliates.
2,764,4082,798,729 Common Shares outstanding as of March 3, 2010.February 17, 2011.
Documents incorporated by reference: In Part III,Portions of the Definitive Proxy Statementregistrant’s definitive proxy statement for the 20102011 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A.14A under the Securities Exchange Act of 1934, as amended, are incorporated by reference into Part III of this report.
 
 

 

 


 

Diamond Hill Investment Group, Inc.
Form 10-K
For the Fiscal Year Ended December 31, 20092010
Index
     
Required Information Page 
     
    
     
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Exhibit 10.4
 Exhibit 21.1
 Exhibit 23.1
 Exhibit 31.1
 Exhibit 31.2
 Exhibit 32.1

 

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PART I
Item 1. 
Business
Forward-Looking Statements
Throughout this Annual Report on Form 10-K, Diamond Hill Investment Group, Inc. (the “Company”) may make 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, 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 Company’s 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 Company’s 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 Company’s other public documents on file with the U. S. Securities and Exchange Commission (“SEC”), including those discussed below in Item 1A.
General
The Company, an Ohio corporation organized in April 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.
The Company’s primary objective is to fulfill its fiduciary duty to clients through a disciplined intrinsic value approach to investing. Its secondary objective is to achieve an adequate long-term return for shareholders.
The Company sponsors, markets, and provides investment advisory and related services to various clients including mutual funds, separate accounts, and private investment funds. The Company’s principal source of revenue is investment advisory fee income earned pursuant to investment advisory contracts with each client.its clients. This fee income is based primarily upon the net assets of the funds or separate accounts. The Company’s investment advisory revenue depends largely 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.
Investment Advisory Activities
DHCM executes its investment strategies through fundamental research and valuation disciplines. AnalystsDHCM’s analysts evaluate a company’s prospects based upon its current business and financial position, future growth opportunities, and management capability and strategy. The intended result is an estimate of “intrinsic value”.value.” Intrinsic value is the present value of estimated future cash flows, discounted at a rate that reflects the required return for the investment given the estimated level of risk. In other words, it is the estimated price a minority shareholder should pay in order to achieve a satisfactory or “fair” return on the investment. The estimate of intrinsic value is then compared to the current market price to evaluate whether, in the opinion of DHCM, an attractive investment opportunity exists. A proprietary valuation model, which takes into account projected cash flows for five years including a “terminal value” (the expected stock price in five years), assists in many of these intrinsic value estimations. DHCM also applies an intrinsic value philosophy to the analysis of fixed income securities.

 

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DHCM believes that although securities markets are competitive, pricing inefficiencies often exist allowing for attractive investment opportunities. Furthermore, DHCM believes that investing in securities whose market prices are significantly below DHCM’s estimate of intrinsic value (or selling short securities whose market prices are above DHCM’s estimate of intrinsic value) is a reliable method to achieve above average relative returns as well as mitigate risk.
Current portfolio strategies managed by DHCM include Small Cap, Small-Mid Cap, Large Cap, Select, Long-Short, Financial Long-Short, and Strategic Income. These strategies are available on a separately managed basis and/or through a mutual fund. The Long-Short strategy is also available through private investment funds that are offered to accredited and qualified investors in the United States and around the world. The Company believes its desire to grow AUM should never come before its fiduciary obligation to clients. Once the Company determines that the size of any of the Company’sits strategies hinders its ability to either differentiate its product or add value for its clients, the Company will close those strategies to new clients, which may impact the Company’s ability to grow AUM. The Small Cap strategy was closed to new investors as of December 31, 2005 and re-opened on September 1, 2007. The Long-Short strategy was closed to new investors as of June 30, 2008 and re-opened on December 31, 2008.
Marketing
DHCM primarily generates business for all three of its product lines (mutual funds, separately managed accounts, and private investment funds) through wholesaling to financial intermediaries, including independent registered investment advisors, brokers, financial planners, investment consultants and third party marketing firms. In addition, DHCM recently began to actively market its separately managed accounts directly to institutional plan sponsors.
Assets Under Management
As of December 31, 2009,2010, AUM totaled $6.3$8.6 billion, a 39%37% increase from December 31, 2008.2009. The following tables show AUM by product and investment objective for the dates indicated and a roll-forward of the change in AUM for the years ended December 31, 2010, 2009, 2008, and 2007:2008:
             
  Assets Under Management by Product 
  As of December 31, 
(in millions) 2009  2008  2007 
Mutual funds $3,640  $3,114  $2,910 
Separate accounts  2,423   1,175   998 
Private investment funds  220   221   495 
          
Total $6,283  $4,510  $4,403 
          
             
  Assets Under Management by Objective 
  As of December 31, 
(in millions) 2009  2008  2007 
Small and Small-Mid Cap $771  $505  $597 
Large Cap and Select  3,054   1,524   1,031 
Long-Short  2,300   2,331   2,500 
Strategic and fixed income  158   150   275 
          
Total $6,283  $4,510  $4,403 
          
             
  Assets Under Management by Product 
  As of December 31, 
(in millions) 2010  2009  2008 
Mutual funds $4,198  $3,494  $3,010 
Sub-advised mutual funds  930   146   104 
Separate accounts  3,284   2,423   1,175 
Private investment funds  211   220   221 
          
Total AUM $8,623  $6,283  $4,510 
          

 

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  Change in Assets Under Management 
  For the Year Ended December 31, 
(in millions) 2009  2008  2007 
AUM at beginning of the period $4,510  $4,403  $3,708 
Net cash inflows (outflows)            
mutual funds  (109)  1,328   362 
separate accounts  740   812   70 
private investment funds  (52)  (162)  170 
          
   579   1,978   602 
Net market appreciation (depreciation) and income  1,194   (1,871)  93 
          
Increase during the period  1,773   107   695 
          
AUM at end of the period $6,283  $4,510  $4,403 
          
             
  Assets Under Management 
  by Investment Objective 
  As of December 31, 
(in millions) 2010  2009  2008 
Small Cap $948  $625  $403 
Small-Mid Cap  196   146   102 
Large Cap  4,631   2,654   1,266 
Select  422   400   258 
Long-Short  2,251   2,300   2,331 
Strategic Income  175   158   150 
          
Total AUM $8,623  $6,283  $4,510 
          
             
  Change in Assets Under Management 
  For the Year Ended December 31, 
(in millions) 2010  2009  2008 
AUM at beginning of the year $6,283  $4,510  $4,403 
Net cash inflows (outflows)            
mutual funds  467   (109)  1,328 
sub-advised mutual funds  714   6   54 
separate accounts  532   734   757 
private investment funds  (15)  (52)  (162)
          
   1,698   579   1,977 
Net market appreciation (depreciation) and income  642   1,194   (1,870)
          
Increase during the year  2,340   1,773   107 
          
AUM at end of the year $8,623  $6,283  $4,510 
          
Diamond Hill Funds
The Diamond Hill Funds (the “Funds”) are used by over 6,5005,000 financial representatives at over 1,3001,400 financial intermediary firms. Below is a summary of the assets by distribution channel as of December 31, 2010, 2009, 2008 and 2007:2008:
             
  Diamond Hill Funds 
  Assets by Distribution Channel 
  As of December 31, 
(in millions) 2009  2008  2007 
Independent registered investment advisors and broker/dealers $1,986  $1,792  $1,405 
Wirehouse and regional broker/dealers  1,116   951   1,020 
Defined contribution (401k)  338   226   229 
Institutions  12   8   105 
Other        35 
          
Total $3,452  $2,977  $2,794 
          
             
  Diamond Hill Funds 
  Assets by Distribution Channel 
  As of December 31, 
(in millions) 2010  2009  2008 
Registered investment advisors $1,080  $1,272  $1,197 
Independent broker/dealers  815   757   781 
Wirehouse broker/dealers  775   824   645 
Defined contribution and banks  1,290   254   166 
Other  183   345   188 
          
Total $4,143  $3,452  $2,977 
          
Sub-advised mutual funds
DHCM increased its sub-advised mutual funds relationships during 2010, which increase AUM by $784 million compared to 2009. Sub-advised mutual funds are registered investment companies, where DHCM manages an allocated portion of the fund and has limited distribution responsibilities.
Institutional Accounts
DHCM continues to develop institutional relationships for separately managed accounts primarily through consultant relationships and database research screens. During 2010 and 2009, and 2008, the CompanyDHCM added additional resources to focus on further developing its relationships with institutional consultants.consultants and plan sponsors.

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Growth Prospects
DHCM’s investment strategies have produced long-term investment returns that the Company views as strong and believes compare very favorably to competitors. Investment returns have been a key driver in the success the Company has achieved in growing AUM.
As a result, the Company has continued to invest in marketing throughout 20092010 in an effort to expand distribution. Such expenditures included:
adding additional marketingbusiness development and support staff,staff;
attending and sponsoring key industry conferences,conferences; and
adding systems infrastructure to support client service and portfolio administration.
The cost of these efforts was significant, but the Company believes the cost will be proportional to the increase in revenue during 20102011 and future years. There can be no assurance that thesethe Company’s marketing efforts will prove successful; however, given the strong investment results of the Funds and separately managed accounts, the Company believes the additional resources devoted to marketing are warranted.

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Also recognizing that the Company’s primary responsibility is to investors in its Funds and its separate account clients, the Company will continue to invest in its investment team and close investment strategies to new investors when appropriate. In 2007, 2008, and 2009Over the last three years, the Company substantially increased its equity investment team by growing the team from 1720 at the end of 20062007 to 3130 at the end of 2009.2010. Most of the additional investment team staff has been on the research team, which now totals 17.19.
The Company believes that one of the most important characteristics exhibited by the best investment firms is excellent investment returns for their clients over a long period of time. The Company is pleased that, during its history as an investment advisory firm, it has delivered what it believes are excellent investment returns for its clients. However, the Company is mindful that if it fails to do so in the future, its financial condition, results of operations and business growth will likely be negatively impacted. There are certain additional business risks that may prevent the Company from achieving the above growth prospects. These risks are detailed in Item 1A.
Fund Administration Activities
DHCM and Beacon Hill provide fund administration services to Diamond Hill Funds and other third party mutual fund companies. Fund administration services are broadly defined as portfolio and regulatory compliance, treasury and financial oversight, underwriting, and general oversight of other back-office services providers such as the custodian, fund accountant, and transfer agent. During the past threefour years, there has been a continuing consolidation in the mutual fund servicing industry, whereby large financial services firms have purchased independent mutual fund service providers. TheseSome of these larger financial services firms have made the decision not to offer statutory underwriting services to mutual funds, due to regulatory and other business conflicts. This consolidation, along with a growing desire for transparent and independent oversight of mutual fund financial reporting and compliance program activities, has provided opportunities in the marketplace for the Company to grow its fund administration services. During 2008, Beacon Hill completed the build out of its infrastructure and began operations. During 2009 and 2010, Beacon Hill continued to growfocus on growing its client base. The Company expects Beacon Hill to generate a profit in 2010.
Competition
Competition in the area of investment management services and mutual funds is intense, and the Company’s competitors include investment management firms, broker-dealers, banks and insurance companies, some of whom offer various investment alternatives. Many competitors are better known than the Company, offer a broader range of investment products and have more offices, employees and salesbusiness development representatives. The Company competes primarily on the basis of investment philosophy, performance and customerclient service.

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Corporate Investment Portfolio
From time to time the Company will hold investment positions in Diamond Hill Funds and its private investment funds, and other equity securities.funds.
Regulation
DHCM is registered with the Securities and Exchange Commission (the “SEC”)SEC under the Investment Advisers Act of 1940 (the “Advisers Act”) and operates in a highly regulated environment. The Advisers Act imposes numerous obligations on registered investment advisers, including fiduciary duties, recordkeeping requirements, operational requirements and disclosure obligations. All Diamond Hill Funds are registered with the SEC under the Investment Company Act of 1940 and are required to make notice filings with all states where it is offered for sale. Virtually all aspects of the Company’s investment management business are subject to various federal and state laws and regulations. BHIL is registered with the SEC as a broker/dealer and is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”).
Generally, these laws and regulations are intended to benefit shareholders of the funds and separately managed account investment clients and grant supervisory agencies and bodies broad administrative powers, including the power to limit or restrict the Company from carrying on its investment management and mutual fund underwriting business in the event that it fails to comply with such laws and regulations. In such event, possible sanctions which may be imposed include the suspension of individual employees, limitations on engaging in various activities for specified periods of time, the revocation of broker-dealer or investment adviser registration, and other censures or fines. The Company continuously monitors legislative, tax, regulatory, accounting and compliance developments that could impact its business.

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Contractual Relationships with the Diamond Hill Funds
The Company is very dependent on its contractual relationships with the Funds. In the event the Company’s advisory or administration agreements with the Funds are terminated, not renewed, or amended to reduce fees, the Company would be materially and adversely affected. Generally, these agreements are terminable by either party upon 60 days written notice without penalty. The agreements are subject to annual approval by either (i) the Boardboard of Trusteestrustees of the Funds or (ii) a vote of the majority of the outstanding voting securities of each Fund. The agreements shall alsoautomatically terminate in the event of their assignment.assignment by either the Company or the Fund. The Company generated approximately 69%66%, 72%69% and 69%72% of its 2010, 2009 2008 and 20072008 revenues, respectively, from its advisory and administrative contracts with the Funds, including 38% specifically31% from the advisory contract with the Diamond Hill Long-Short Fund.Fund during 2010. The loss of thisthe Long-Short Fund contract would have a material adverse effect on the Company. The Company considers its relationship with the Funds and their Boardboard of Trusteestrustees to be good, and it has no reason to believe that these advisory or administration contracts will not be renewed in the future; however, there is no assurance that the Funds will choose to continue their relationships with the Company.
Employees
As of December 31, 2009,2010, the Company and its subsidiaries employed 6677 full-time and part-time employees. As of December 31, 2008,2009, the comparable number was 57.67. The Company generally believes that its relationship with its employees is good and does not anticipate any material change in the number of employees.
SEC Filings
ThisThe Company maintains an Internet website at www.diamond-hill.com. Annual reports on Form 10-K, includes financial statements for the years ended December 31, 2009, 2008,quarterly reports on Form 10-Q, current reports on Form 8-K and 2007. The Company files Forms 10-K annually with the SEC and files Forms 10-Q after eachamendments to those reports, filed or furnished pursuant to Section 13(a) or 15(d) of the first three fiscal quarters. A copy of this Form 10-K, as filed with the SEC, will be furnished without charge to any shareholder who contacts the Company’s Secretary at 325 John H. McConnell Blvd., Suite 200, Columbus, OH 43215 or 614.255.3333. The Company also makes its SEC filingsExchange Act, are made available free of charge, on its web site at www.diamond-hill.com.or through the Company’s website, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The contents of the Company’s website are not incorporated into, or otherwise made a part of, this Annual Report on Form 10-K.

 

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ITEM 1A:1A. 
Risk Factors
An investment in the Company’s common shares involves various risks, including those mentioned below and those that are discussed from time-to-time in the Company’s other periodic filings with the SEC. Investors should carefully consider these risks, along with the other information contained in this report, before making an investment decision regarding the Company’s common shares. There may be additional risks of which the Company is currently unaware, or which it currently considers immaterial. AllThe occurrence of any of these risks could have a material adverse effect on itsthe Company’s financial condition and results of operations and value of its common shares.
Poor investment performance of our products could affect our sales or reduce the amount of assets under management, potentially negatively impacting revenue and net income.
If the Company fails to deliver excellent investment performance for its clients, both in the short and long term, it will likely experience diminished investor interest and potentially a diminished level of AUM.
The Company’s AUM, which impactimpacts revenue, areis subject to significant fluctuations.
Substantially all revenue for the Company is calculated as a percentage of AUM or is based on the general performance of the equity securities market. A decline in securities prices (such as that experienced during the last half of 2008 and first quarter of 2009) or in the sale of investment products, or an increase in fund redemptions, generally would reduce fee income. Financial market declines would generally negatively impact the level of the Company’s AUM and consequently its revenue and net income. A recession or other economic or political events could also adversely impact the Company’s revenue, if itsuch events led to a decreased demand for products, a higher redemption rate, or a decline in securities prices.
The Company’s success depends on its key personnel, and its financial performance could be negatively affected by the loss of their services.
The Company’s success depends on highly skilled personnel, including portfolio managers, research analysts, and management, many of whom have specialized expertise and extensive experience in the investment management industry. Financial services professionals are in high demand, and the Company faces significant competition for qualified employees. With the exception of the Chief Executive Officer, key employees do not have employment contracts and generally can terminate their employment at any time. The Company cannot assure that it will be able to retain or replace key personnel. In order to retain or replace its key personnel, the Company may be required to increase compensation, which would decrease net income. The loss of key personnel could damage the Company’s reputation and make it more difficult to retain and attract new employees and clients. LossA loss of client assets resulting from the departure of key personnel would decrease the Company’s revenues and net income, possibly materially.
The Company is subject to substantial competition in all aspects of its business.
The Company’s investment products compete against a number of investment products and services from:
 asset management firms,firms;
 
 mutual fund companies,companies;
 
 commercial banks and thrift institutions,institutions;
 
 insurance companies,companies;
 
 hedge funds,funds; and
 
 brokerage and investment banking firms.
Many of these financial institutions have substantially greater resources than the Company and may offer a broader range of products or operate in more markets. Some of these institutions operate in a different regulatory environment, which may give them certain competitive advantages in the investment products and portfolio structures that they offer. The Company competes with other providers of investment advisory services primarily based upon its investment performance.philosophy, performance and client service. Some institutions have proprietary products and distribution channels that make it more difficult for the Company to compete with them. If current or potential customers decide to use one of the Company’s competitors, the Company could face a significant decline in market share, AUM, revenues, and net income. If the Company is required to lower its fees in order to remain competitive, its net income could be significantly reduced because some of its expenses are fixed, especially over shorter periods of time, and other expenses may not decrease in proportion to the decrease in revenues.

 

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A significant portion of the Company’s revenues are based on contracts with the Diamond Hill Funds that are subject to termination without cause and on short notice.
The Company is very dependent on its contractual relationships with the Funds. In the event the Company’s advisory or administration agreements with the Funds are terminated, not renewed, or amended to reduce fees, the Company would be materially and adversely affected. Generally, these agreements are terminable by the Fundseither party upon 60 days’days written notice without penalty. Each of theseThe agreements isare subject to annual approval by either (i) the Boardboard of Trusteestrustees of the applicable FundFunds or (ii) a vote of the majority of the outstanding voting securities of theeach Fund. The agreements automatically terminate in the event of their assignment by either the Company or the Fund. The Company generated approximately 66%, 69% and 72% of its 2010, 2009 and 2008 revenues, respectively, from its advisory and administrative contracts with the Funds, including 31% from the advisory contract with the Diamond Hill Long-Short Fund during 2010. The loss of the Long-Short Fund contract would have a material adverse effect on the Company. The Company considers its relationship with the Funds and their Boardboard of Trusteestrustees to be good, and it has no reason to believe that these advisory or administration contracts will not be renewed in the future; however, there can beis no assurance that the Funds will choose to continue their relationships with the Company. The Company generated approximately 69%, 72% and 69% of its 2009, 2008 and 2007 revenues, respectively, from its advisory and administrative contracts with the Funds.
The Company’s business is subject to substantial governmental regulation.
The Company’s business is subject to a variety of federal securities laws including the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, and the U.S. Patriot Act of 2001. In addition, the Company is subject to significant regulation and oversight by the SEC and FINRA. Changes in legal, regulatory, accounting, tax and compliance requirements could have a significant effect on the Company’s operations and results, including but not limited to increased expenses and reduced investor interest in certain funds and other investment products offered by the Company. The Company continually monitors legislative, tax, regulatory, accounting, and compliance developments that could impact its business.
The Company will continue to seek to understand, evaluate and when possible, manage and control these and other business risks.
ITEM 1B:1B. 
Unresolved Staff Comments- None
None.
ITEM 2:2. 
Properties
The Company leases approximately 19,00021,200 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.two locations.
The Company’s current policy isCompany does not to invest inown any real estate or interests in real estate primarily for possible capital gain or primarily for income.estate.
ITEM 3:3. 
Legal Proceedings
From time to time, the Company is party to various claimsordinary routine litigation that areis incidental to its business. The Company believes these claims will not have a material adverse effect on its consolidated financial condition, liquidity or results of operations.
ITEM 4:4. 
Submission of Matters to a Vote of Security Holders(Removed and Reserved)
There were no matters submitted during the most recent quarter to a vote of security holders.

 

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PART II
ITEM 5:5. 
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The following performance graph compares the total shareholder return of an investment in Diamond Hill’s Common Stock to that of the Russell MicrocapTM® Index, and to a peer group index of publicly traded asset management firms for the five-year period ending on December 31, 2009.2010. The graph assumes that the value of the investment in Diamond Hill’s Common Stock and each index was $100 on December 31, 2004.2005. Total return includes reinvestment of all dividends. According toThe Russell the MicrocapTM® Index makes up less than 3% of the U.S. equity market and is a market-value-weighted index of the smallest 1,000 securities in the small-cap Russell 2000® Index plus the next 1,000 smallest securities. Peer Group returns are weighted by the market capitalization of each firm at the beginning of the measurement period. The historical information set forth below is not necessarily indicative of future performance. Diamond Hill does not make or endorse any predictions as to future stock performance.
                                                
 12/31/2004 12/31/2005 12/31/2006 12/31/2007 12/31/2008 12/31/2009  12/31/2005 12/31/2006 12/31/2007 12/31/2008 12/31/2009 12/31/2010 
Diamond Hill Investment Group, Inc. 100.0 186.9 499.9 436.4 444.4 512.1  100 268 234 238 274 364 
Russell MicrocapTMIndex
 100.0 102.6 119.5 110.0 66.2 84.4 
Russell Microcap®Index
 100 117 107 65 82 106 
Peer Group* 100.0 130.1 143.9 151.6 55.9 84.7  100 112 119 44 66 77 
 
   
* The following companies are included in the Peer Group: Westwood Holdings Group, Inc.; Epoch Holding Corp.; Eaton Vance Corp.; Waddell & Reed Financial, Inc.; Federated Investors, Inc.; GAMCO Investors, Inc.; Affiliated Managers Group, Inc.; Legg Mason, Inc.; U.S. Global Investors, Inc.; Alliance Bernstein Holding L.P.; Janus Capital Group, Inc.; SEI Investments, Co.; Cohen & Steers, Inc.; and Calamos Asset Management, Inc.

 

10


The Company’s common shares trade on the NASDAQ Global Select Market under the symbol DHIL. The following table sets forth the high and low sale and closingsales prices during each quarter of 20092010 and 2008:2009:
                                                
 2009 2008  2010 2009 
 High Low Dividend High Low Dividend  High Low Dividend High Low Dividend 
 Price Price Per Share Price Price Per Share  Price Price Per Share Price Price Per Share 
Quarter ended: ��  
March 31 $67.74 $28.51 $82.99 $66.88  $74.84 $54.58 $ $67.74 $28.51 $ 
June 30 $45.50 $36.26 $100.00 $72.30  $82.49 $55.88 $ $45.50 $36.26 $ 
September 30 $62.00 $38.48 $100.00 $73.30  $74.95 $50.52 $ $62.00 $38.48 $ 
December 31 $71.95 $52.33 $10.00 $91.00 $46.25 $10.00  $86.15 $68.86 $13.00 $71.95 $52.33 $10.00 
Due to the relatively low volume of traded shares, quoted prices cannot be considered indicative of any viable market for such shares. During the years ended December 31, 2010 and 2009, approximately 2,025,600 and 2008, approximately 2,957,900, and 1,571,000, respectively, of the Company’s common shares were traded. The dividends indicated above were special dividends. The Company has not paid regular quarterly dividends for any other quarters in the past two years, and has no present intention of paying regular dividends in the future. The approximate number of registered holders of record of the Company’s common shares at December 31, 20092010 was 241.247.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The Company did not purchase any shares of its common stock during the three monthsyear ended December 31, 2009. There remain 333,895 shares available to be purchased under a2010. The following table sets forth information regarding the Company’s repurchase program approved byof its common stock during the Boardfourth quarter of Directors and announced on August 9, 2007. This stock repurchase program is not subject to an expiration date.fiscal year 2010:
                 
          Total Number  Maximum Number 
          of Shares Purchased  of Shares That May 
          as part of a Publicly  Yet Be Purchased 
  Total Number  Average Price  Announced Plans  Under the Plans or 
Period of Shares Purchased  Paid Per Share  or Programs  Programs (1) 
October 1, 2010 through
October 31, 2010
        16,105   333,895 
                 
November 1, 2010 through
November 30, 2010
        16,105   333,895 
                 
December 1, 2010 through
December 31, 2010
        16,105   333,895 
(1) -The Company’s current share repurchase program was announced on August 9, 2007. The board of directors authorized management to repurchase up to 350,000 shares of its common stock in the open market and in private transactions in accordance with applicable securities laws. The Company’s stock repurchase program is not subject to an expiration date.

11


ITEM 6:6. 
Selected Financial Data
The following selected financial data should be read in conjunction with the Company’s Consolidated Financial Statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Annual Report on Form 10-K.
                                        
 For the Years Ended December 31,  For the Years Ended December 31, 
 2009 2008 2007 2006 2005  2010 2009 2008 2007 2006 
Income Statement Data
(in thousands):
  
Total revenues $43,562 $47,019 $41,308 $31,905 $10,246  $56,704 $43,562 $47,019 $41,308 $31,905 
Compensation and related costs 30,991 24,114 26,120 20,007 18,147 
Other expenses 7,240 7,336 7,170 7,223 3,989 
Total expenses 38,231 31,450 33,290 27,230 22,136 
Net operating income 12,112 13,729 14,078 9,769 1,394  18,473 12,112 13,729 14,078 9,769 
Net income 11,374 3,276 9,932 8,065 3,651  12,402 11,374 3,276 9,932 8,065 
 
Operating profit margin  32.6%  27.8%  29.2%  34.1%  30.6%
  
Per Share Information:  
Basic earnings $4.40 $1.36 $4.61 $4.51 $2.21  $4.48 $4.40 $1.36 $4.61 $4.51 
Diluted earnings 4.40 1.36 4.39 3.63 1.83  4.48 4.40 1.36 4.39 3.63 
Cash dividend declared 10.00 10.00     13.00 10.00 10.00   
  
Weighted Average Shares Outstanding  
Basic 2,582,998 2,400,142 2,155,829 1,787,390 1,654,935  2,766,741 2,582,998 2,400,142 2,155,829 1,787,390 
Diluted 2,587,751 2,408,476 2,264,234 2,219,580 1,996,176  2,767,895 2,587,751 2,408,476 2,264,234 2,219,580 
                                        
 At December 31,  At December 31, 
 2009 2008 2007 2006 2005  2010 2009 2008 2007 2006 
Balance Sheet Data
(in thousands):
  
Total assets $40,505 $44,540 $53,284 $37,236 $12,748  $28,566 $40,505 $44,540 $53,284 $37,236 
Long-term debt            
Shareholders equity 22,981 30,246 39,308 20,483 10,861  7,498 22,981 30,246 39,308 20,483 
  
Assets Under Management
(in millions):
 $6,283 $4,510 $4,403 $3,708 $1,531 
Assets Under Management (in millions) $8,623 $6,283 $4,510 $4,403 $3,708 
Net Client Flows (in millions) 1,698 579 1,977 602 1,938 

11


ITEM 7:7. 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
In this section, the Company discusses and analyzes the consolidated results of operations for the past three fiscal years and other factors that may affect future financial performance. This discussion should be read in conjunction with the consolidatedCompany’s Consolidated Financial Statements, Notes to the Consolidated Financial Statements, and Selected Financial Data.Data contained in this Form 10-K.
The Company’s 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 Company’s primary expense is employee compensation and benefits.

12


Revenues are highly dependent on both the value and composition of AUM. The following is a summary of the firm’sCompany’s AUM for each of the years ended December 31, 2010, 2009, 2008, and 2007:2008:
                        
 Assets Under Management by Product  Assets Under Management by Product 
 As of December 31,  As of December 31, 
(in millions) 2009 2008 2007  2010 2009 2008 
Mutual funds $3,640 $3,114 $2,910  $4,198 $3,494 $3,010 
Sub-advised funds 930 146 104 
Separate accounts 2,423 1,175 998  3,284 2,423 1,175 
Private investment funds 220 221 495  211 220 221 
              
Total AUM $6,283 $4,510 $4,403  $8,623 $6,283 $4,510 
              
                        
 Change in Assets Under Management  Change in Assets Under Management 
 For the Year Ended December 31,  For the Year Ended December 31, 
(in millions) 2009 2008 2007  2010 2009 2008 
AUM at beginning of year $4,510 $4,403 $3,708 
AUM at beginning of the year $6,283 $4,510 $4,403 
Net cash inflows (outflows)  
mutual funds  (109) 1,328 362  467  (109) 1,328 
sub-advised mutual funds 714 6 54 
separate accounts 740 812 70  532 734 757 
private investment funds  (52)  (162) 170   (15)  (52)  (162)
              
 579 1,978 602  1,698 579 1,977 
Net market appreciation / (depreciation) and income 1,194  (1,871) 93 
Net market appreciation (depreciation) and income 642 1,194  (1,870)
              
Increase during the year 1,773 107 695  2,340 1,773 107 
              
AUM at end of year $6,283 $4,510 $4,403 
AUM at end of the year $8,623 $6,283 $4,510 
              

12


Consolidated Results of Operations
The following is a discussion of the consolidated results of operations of the Company and a detailed discussion of the Company’s revenues and expenses.
                                                
(in thousands, except per share data) 2009 2008 % Change 2008 2007 % Change  2010 2009 % Change 2009 2008 % Change 
Net operating income $12,112 $13,729  -12% $13,729 $14,078  -2% $18,473 $12,112  53% $12,112 $13,729  -12%
Net operating income after tax(a)
 $8,158 $9,256  -12% $9,256 $9,345  -1% $11,643 $7,867  48% $7,867 $8,143  -3%
Net income $11,374 $3,276  247% $3,276 $9,932  -67% $12,402 $11,374  9% $11,374 $3,276  247%
  
Net operating income after tax per share(a)
  
Basic $3.16 $3.86  -18% $3.86 $4.33  -11% $4.21 $3.05  38% $3.05 $3.39  -10%
Diluted $3.15 $3.84  -18% $3.84 $4.13  -7% $4.21 $3.04  38% $3.04 $3.38  -10%
  
Net income per share  
Basic $4.40 $1.36  224% $1.36 $4.61  -70% $4.48 $4.40  2% $4.40 $1.36  224%
Diluted $4.40 $1.36  224% $1.36 $4.39  -69% $4.48 $4.40  2% $4.40 $1.36  224%
  
Weighted average shares outstanding 
Basic 2,583 2,400 2,400 2,156 
Diluted 2,588 2,408 2,408 2,264 
Operating profit margin  32.6%  27.8% NM  27.8%  29.2% NM 
   
(a) - Net operating income after tax is a non-GAAP performance measure. See Use of Supplemental Data as Non-GAAP Performance Measure on page 1918 of this report.
Year Ended December 31, 2010 compared with Year Ended December 31, 2009
The Company posted net income of $12.4 million ($4.48 per diluted share) for the year ended December 31, 2010, compared with net income of $11.4 million ($4.40 per diluted share) for the year ended December 31, 2009. Net income increased $1.0 million due to a $6.4 million increase in operating income driven by a 37% increase in AUM from 2009 to 2010, offset by a $4.2 million decrease in the investment return of the Company’s corporate investment portfolio from 2009 to 2010. Operating profit margin increased to 32.6% for 2010 from 27.8% for 2009. The Company expects that its operating margin will fluctuate from year to year based on various factors including revenues; investment results; employee performance; staffing levels; development of investment strategies, products, or channels; and industry comparisons.

13


Year Ended December 31, 2009 compared with Year Ended December 31, 2008
The Company posted net income of $11.4 million ($4.40 per diluted share) for the year ended December 31, 2009, compared with net income of $3.3 million ($1.36 per diluted share) for the year ended December 31, 2008. Net income increased due to a $5.4 million positive return on the Company’s corporate investment portfolio in 2009 compared to an $8.2 million negative return in 2008. This improvement was partially offset by a decrease in operating income of $1.6 million, due to a shift in the composition of AUM from higher fee products to lower fee products, combined with the operating loss from Beacon Hill.
Operating expenses decreased by 6% in 2009 primarily driven byRevenue
                         
(in thousands) 2010  2009  %Change  2009  2008  % Change 
Investment advisory $49,249  $37,472   31% $37,472  $40,865   -8%
Mutual fund administration, net $7,455   6,090   22%  6,090   6,154   -1%
                         
Total  56,704   43,562   30%  43,562   47,019   -7%
Revenue for the following:
Employee compensation expense decreased by 8%, or $2.0 million, reflecting a decrease of $2.6 million in restricted stock expense due to an overall decrease in the total amount of long-term equity awards outstanding during 2009 compared to 2008 and a decrease of $700 thousand in incentive compensation during 2009 compared to 2008, partially offset by an increase in overall staff from 57 to 66, resulting in an increase in overall salaries and related benefits of $1.3 million.
General and administrative expense increase 19%, or $490 thousand, to support the Company’s investment team research effort, continued general growth, and additional legal expenses.
Third party distribution expense decreased by 23%, or $340 thousand due to the decrease in AUM requiring third party distribution support.
Year Ended December 31, 20082010 compared with Year Ended December 31, 20072009
The Company posted net incomeAs a percent of $3.3total 2010 revenues, investment advisory fees accounted for 87% and mutual fund administration fees made up the remaining 13%. This compared to 86% and 14%, respectively, for 2009.
Investment Advisory Fees.Investment advisory fees increased by $11.8 million, ($1.36 per diluted share) for the year ended December 31, 2008, compared with net income of $9.9 million ($4.39 per diluted share) for the year ended December 31, 2007. Net income decreased despite a 2% increase in AUMor 31%, due to a negative return43% increase in average AUM from 2009 to 2010. Investment advisory fees are calculated as a percentage of average net AUM at various levels depending on the investment product. The Company’s average advisory fee rate for 2010 was 0.70% compared to 0.76% in 2009. The decrease in the average advisory fee rate is due to a continued change in the overall composition of AUM first seen during 2008, where long-short strategies, which pay a higher advisory fee rate, made up 26% of total AUM in 2010 compared to 36% of total AUM in 2009 while long only strategies, which pay a lower advisory fee rate, made up 54% of total AUM in 2010 compared to 42% of total AUM in 2009. Despite the 0.06% decrease in the average advisory fee rate during 2010 compared to 2009, the fee rate was being charged on a greater asset base as the average AUM increased 43% during the year compared to 2009 resulting in an increase in the overall fees earned during 2010. The Company anticipates the average advisory fee rate to continue to decrease throughout 2011 based upon the continued change in asset composition due to asset growth in lower fee strategies.
Mutual Fund Administration Fees.Mutual fund administration fees increased $1.4 million, or 22%, during 2010. Fund administration revenue on the Company’s corporate investment portfolio andsponsored Diamond Hill Funds increased $1.1 million from 2009 to 2010, due in part to a loss from Beacon Hill of approximately $1.4 million as it started up its operation.
Operating expenses increased by 22% in 2008 primarily driven by the following:
Employee compensation expense increased by 31%, or $6.1 million, primarily due to an28% increase in overall staffaverage mutual fund AUM, which was partially offset by a reduction in the average administration net fee rate from 420.18% in 2009 to 57, long-term equity awards, and an acceleration of vesting of certain restricted stock awards.
Sales and marketing expenses increased by 26%, or $165 thousand, primarily due to an increase in travel and other marketing expenses related to new business growth during 2008. Despite only a 2% increase in AUM in 2008 compared to 2007, the Company generated over $1.9 billion in net new client assets during 2008.
Despite continued growth in mutual fund assets under management during 2008, mutual fund administration expense decreased by 6%, or $142 thousand, due to a renegotiation of certain vendor contracts resulting in both expense reductions and a shifting of certain expense obligations directly to the Diamond Hill Funds.

13


Revenue
                         
(in Thousands) 2009  2008  % Change  2008  2007  % Change 
Investment advisory $37,472  $40,865   -8% $40,865  $35,339   16%
Mutual fund administration, net  6,090   6,154   -1%  6,154   5,969   3%
                         
Total  43,562   47,019   -7%  47,019   41,308   14%
0.17% in 2010. Further contributing to the increase in revenue was a $199 thousand increase in Beacon Hill’s revenue from 2009 to 2010.
Revenue for the Year Ended December 31, 2009 compared with Year Ended December 31, 2008
As a percent of total 2009 revenues, investment advisory fees accounted for 86% and mutual fund administration fees made up the remaining 14%. This compared to 87% and 13%, respectively, for 2008.
Investment Advisory Fees.The overall decrease of $3.4 million in investment advisory fees was primarily due to a shift in AUM composition from long-short strategies to long only strategies, resulting in a lower average advisory fee. Investment advisory fees are generally calculated as a percentage of average net AUM at various levels, depending on the investment product. The Company’s average advisory fee rate for the year ended December 31, 2009 was 0.76% compared to 0.81% for the year ended December 31, 2008. During 2009, the Long-Short Fund, which has a 0.90% advisory fee, experienced cash outflows resulting in a decrease in assets of $366 million. This factorThese outflows contributed to the decrease in the average advisory fee rate for 2009 compared to 2008.

14


Mutual Fund Administration Fees.Mutual fund administration fees were relatively flat year over year. Fund administration revenue on the Company’s sponsored Diamond Hill Funds decreased $825 thousand from 2008 to 2009, due in part to a 12% decrease in average AUM. This decrease in revenue was offset by a $761 thousand increase in Beacon Hill’s revenue from 2008 to 2009.
RevenueExpenses
                         
(in thousands) 2010  2009  % Change  2009  2008  % Change 
Compensation and related costs $30,991  $24,114   29% $24,114  $26,120   -8%
General and administrative  3,409   3,133   9%  3,133   2,643   19%
Sales and marketing  854   751   14%  751   796   -6%
Third party distribution  1,036   1,112   -7%  1,112   1,452   -23%
Mutual fund administration  1,941   2,340   -17%  2,340   2,279   3%
                         
Total  38,231   31,450   22%  31,450   33,290   -6%
Expenses for the Year Ended December 31, 20082010 compared with Year Ended December 31, 20072009
As a percentCompensation and Related Costs.Employee compensation and benefits increased by $6.9 million, or 29%, primarily due to an increase of $3.8 million in incentive compensation during 2010 consistent with an 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 $718 thousand due to an overall increase in the total 2008 revenues, investment advisory fees accounted for 87% and mutual fund administration fees made up the remaining 13%. Thisamount of long-term equity awards outstanding in 2010 compared to 86%2009, and 14%, respectively, for 2007.base salaries and related benefits, which increased $1.3 million due to a 15% increase in employee headcount from 2009 to 2010.
Investment Advisory Fees.General and Administrative.Investment advisory fees are generally calculated asGeneral and administrative expenses increased by $276 thousand, or 9%, from 2009 to 2010. This increase was primarily due to additional research expenses to support the Company’s investment team, the full year impact of the expansion of the Company’s office space and the implementation of a percentage of average net AUM at various levels, depending on the investment product. The Company’s average advisory fee rate for the year ended December 31, 2008 was 0.81% compared to 0.83% for the year ended December 31, 2007. Effective June 30, 2008, the Diamond Hill Long-Short Fund,new trading system, which has a 0.90% advisory fee, was closed to new investors. As a result, there waswere partially offset by a decrease in the cash flows into that fund during the second half of 2008. In addition, there were cash outflows from the Long-Short Fund during the second halflegal costs and a phase-out of the year, resulting in a decrease in assets for that Fund of 26%. These factors contributedOhio franchise tax expense.
Sales and Marketing.Sales and marketing expenses increased by $103 thousand, or 14%, from 2009 to the slight decrease in the average advisory fee rate for 2008 compared to 2007. The overall2010. This increase in investment advisory fees year over year was primarily due to an increased presence at industry conferences and an increase in AUM throughout 2008. Despitetravel and other expenses related to business development and retention efforts during the modest increase in AUM from $4.4 billion at December 31, 2007year.
Third Party Distribution.Third party distribution expense represents payments made to $4.5 billion at December 31, 2008, average AUM for the entire year was approximately $4.9 billion, which was the primary driverthird party intermediaries directly related to sales made by those parties of the Company’s investment products. This expense directly correlates with level of sales and AUM in these investment products. 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 expenses decreased by $399 thousand, or 17%, from 2009 to 2010. The majority of mutual fund administration fees are variable based upon the amount of mutual fund AUM. Despite an overall increase in 2008 comparedaverage mutual fund AUM by 28% from 2009 to 2007.2010, the decrease in mutual fund administration expense was primarily due to a third party service provider fee reduction related to bringing certain administration activities in-house.

 

1415


Mutual Fund Administration Fees.Mutual fund administration fees are calculated as a percentage of average net assets under administration in the Diamond Hill Funds. The Company earns 0.30% on Class A and Class C shares and 0.18% on Class I shares. As assets in the Funds have grown, the Company has realized certain economies of scale and, as a result, the Company lowered its administration fees each of the last four years to pass on those economies of scale to Fund shareholders. Despite these fee reductions, fund administration revenues increased by $185 thousand over 2007, due to the increase in assets under administration.
Expenses
                         
(in Thousands) 2009  2008  % Change  2008  2007  % Change 
Compensation and related costs $24,114  $26,120   -8% $26,120  $20,007   31%
General and administrative  3,133   2,643   19%  2,643   2,659   -1%
Sales and marketing  751   796   -6%  796   632   26%
Third party distribution  1,112   1,452   -23%  1,452   1,512   -4%
Mutual fund administration  2,340   2,279   3%  2,279   2,420   -6%
                         
Total  31,450   33,290   -6%  33,290   27,230   22%
Expenses for the Year Ended December 31, 2009 compared with Year Ended December 31, 2008
Compensation and Related Costs.Employee compensation and benefits decreased by $2 million, or 8%, in 2009, primarily due to a decrease of $2.6 million in restricted stock expense due to an overall decrease in the total amount of long-term equity awards outstanding in 2009 compared to 2008, partially offset by an increase in base salaries and related benefits of $1.3 million due to a 16% increase in employee headcount. Incentive compensation decreased $700 thousand in 2009 compared to 2008.
General and Administrative.General and administrative expenses increased by $490 thousand, or 19%. This increase was primarily due to additional research expenses to support the Company’s investment team, expansion of the Company’s office space, and additional legal costs incurred during 2009 compared to 2008.
Sales and Marketing.Sales and marketing expenses decreased by $45 thousand, or 6%, during 2009. This decrease was primarily due to one-time marketing projects that were completed during 2008, partially offset by an increase in expense related to marketing materials and additional travel expense incurred related to new business attained during the year.
Third Party Distribution.Third party distribution expense represents payments made to third party intermediaries directly related to sales made by those parties of the Company’s investment products. This expense directly correlates with level of sales and AUM in these investment products. 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 expenses increased by $61 thousand, or 3%, during 2009, primarily due to ana fee increase of $150 thousand related to a fee increase from the sub-administrator, partially offset by decreases in prospectus fulfillment and other printing.

15


Expenses for the Year Ended December 31, 2008 compared with Year Ended December 31, 2007
Compensation and Related Costs.Employee compensation and benefits increased by $6.1 million, or 31%, in 2008, primarily due to a 36% increase in the number of staff, long-term equity awards, and the accelerated vesting of certain restricted stock awards.
Incentive compensation for 2008 totaled $13 million, which represented an increase of $550 thousand, or 4%, from 2007. Under the Company’s 2006 Performance Based Compensation Plan, the compensation committee of the board of directors established annual operating profit margin (OPM) targets to be used to determine the amount of the incentive pool and officer awards. For 2008, the OPM target was approximately 35% based on actual revenue of approximately $47 million. Under the plan, the operating results of Beacon Hill are excluded from this determination. After consideration of a number of factors, management recommended, and the compensation committee approved, a reduction of the OPM for 2008 to 32.3%, which increased the incentive pool by approximately $1.3 million and reduced the incentive awards made to officers by 10.4%. Management felt that certain unusual expenses, particularly the impact of accelerated vesting for non-officer restricted stock awards from 2009 to 2008, resulted in a pool that was inadequate. The accelerated vesting increased compensation expense by approximately $1 million and was done in part to generate a $6.7 million tax deduction, which reduced the company’s tax liability for 2008 and also contributed towards generating sufficient negative tax earnings and profits for 2008 such that the character of the special cash dividend paid in the fourth quarter was 100% return of capital.
General and Administrative.General and administrative expenses decreased by $16 thousand, or 1%. During 2007, the Company experienced a $452 thousand loss due to a trading error causing an increase in the general and administrative expenses during that period. Excluding the trading error, general and administrative expenses increased by $436 thousand, or 19%, period over period to support the continued growth of the Company.
Sales and Marketing.Sales and marketing expenses increased by $164 thousand, or 26%, during 2008. This increase is commensurate with the increase in investment advisory revenue and was primarily due to increased expense related to marketing materials and additional travel expense incurred related to new business attained during the year.
Third Party Distribution.Third party distribution expense represents payments made to third party intermediaries directly related to sales made by those parties of the Company’s investment products. 94% and 99% of this expense in 2008 and 2007, respectively, was related to client investments in the Company’s private investment funds. The remainder represented payments related to sales in the Company’s mutual fund products. 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 expenses decreased by $141 thousand during 2008. A large portion of mutual fund administration expense is calculated based on a percent of assets under administration in the Diamond Hill Funds. Despite the increase in mutual fund assets under administration in 2008 compared to 2007, the decrease was attributable to a renegotiation of certain vendor contracts resulting in both expense reductions and a shifting of certain expense obligations directly to the Diamond Hill Funds. Absent this contract re-negotiation, mutual fund administration expenses generally correlate with an increase or decrease in mutual fund assets under administration.

16


Beacon Hill Fund Services
Beacon Hill is currently staffed with twelve13 full-time equivalent employees, up from seven12 at December 31, 2008,2009, and provides compliance, treasurer, and other fund administration services to mutual fund clients and their investment advisors. 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 in 2010. Most of these commitments are annually recurring engagements. The Company expects Beacon Hill to generate an operating profit in 2010. The following is a summary of Beacon Hill’s performance for the year ended December 31, 20092010 compared to 2008,2009, excluding 12b-1 / service fees and commission revenue and expenses, which net to zero:
                    
 For the Year Ended  For the Year Ended 
 December 31,  December 31, 
 2009 2008  2010 2009 2008 
Revenue1
 $1,023,662 $116,516  $1,588,243 $1,023,662 $116,516 
Expenses 1,999,922 1,513,731  2,407,417 1,999,922 1,513,731 
            
  
Net loss $(976,260) $(1,397,215) $(819,174) $(976,260) $(1,397,215)
       
   
1 Beacon Hill’s 2010, 2009, and 2008 revenue includes $511,625, $146,067, and $0, respectively, of inter-company revenue earned from services provided to DHCM. This amount has been eliminated from the Consolidated Statements of Income.
Liquidity and Capital Resources
The Company’s 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 Company’s performance.

16


As of December 31, 2009,2010, the Company had working capital of approximately $20.5$4.9 million compared to $24.1$20.5 million at December 31, 2008.2009. Working capital includes cash, securities owned and accounts receivable, net of all liabilities. On September 17, 2010, the Company’s board of directors declared a $13 per share dividend payable on December 15, 2010 to shareholders of record on December 1, 2010. The payment of the special cash dividend contributed to the reduction in the Company’s working capital balance. The Company has no debt, and believes its available working capital is expected to be sufficient to cover current expenses. The Company does not expect any material capital expenditures during 2011.
The Company has paid out special dividends over the past three years consisting of a $13 per share dividend in 2010, a $10 per share dividend in 2009, and a $10 per share dividend in 2008. These special dividends in total reduced shareholders’ equity by $87 million over the past three years. The 2010 special dividend reduced shareholders’ equity by $36.3 million and was recorded as a reduction of retained earnings, which generated an accumulated deficit of $19.8 million as of December 31, 2010. The Company’s accumulated deficit is not expected to impact its future ability to operate given its continuing profitability and strong cash and financial position. The 2009 special dividend reduced shareholders’ equity by $26.2 million and was recorded through retained earnings. A portion of the 2009 and 2010 dividend was a return of capital for tax purposes and the Company elected to record each dividend as a reduction of retained earnings. The 2008 special dividend reduced shareholders’ equity by $24.4 million and was recorded through common stock as 100% of this dividend represented a return of capital to shareholders.
Operating activities during 2010 provided cash flows of $25.1 million, up $8.1 million from 2009, including an increase in net income of $1.0 million, an increase in the change in non-cash stock based compensation expense of $718 thousand, an increase in the change in accounts receivable of $6.3 million, an increase in the change in investment gain/loss of $4.2 million, and an increase in the change in accrued liabilities of $1.1 million, offset by a decrease in the change in deferred taxes of $1.8 million, and a decrease in the change in other assets and liabilities of $3.4 million. Net cash provided in investing activities totaled $4.6 million, compared to net cash provided in investing activities of $4.2 million in 2009. Capital spending for property and equipment decreased to $63 thousand in 2010, a decrease of $542 thousand from 2009, and proceeds from the sales of investments decreased to $6.1 million in 2010, a decrease of $7.9 million from 2009. Net cash used by financing activities was $35.5 million in 2010, compared to net cash used by financing activities of $25.5 million in 2009. Cash used by financing activities in 2010 consists of $36.3 million special dividend payment offset by proceeds from common stock issuances.
Operating activities during 2009 provided cash flows of $16.9 million, down $409 thousand from 2008, including a decrease in the change in non-cash stock based compensation expense of $2.7 million, a decrease in the change in accounts receivable of $5.2 million, and a decrease in the change in investment gain/loss of $7.4 million, offset by an increase in net income of $8.1 million, an increase in the change in deferred taxes of $4.0 million, and an increase in the change in other assets and liabilities of $3.6 million. Net cash provided in investing activities totaled $4.3$4.2 million, compared to net cash provided in investing activities of $13 million in 2008. Capital spending for property and equipment increased to $605 thousand in 2009, an increase of $242 thousand from 2008, and proceeds from the sales of investments decreased to $13.9 million in 2009, a decrease of $9.6 million from 2008. Net cash used by financing activities was $25.5 million in 2009, compared to net cash used by financing activities of $26.6 million in 2008. The decrease of $1.1 million in cash used by financing activities included a decrease in taxes withheld on employee stock transactions of $2.6 million, partially offset by an increase in the dividend payment of $1.7 million in 2009.
Operating activities during 2008 provided cash flows of $17.4 million, up $7.4 million from 2007, including a decrease in net income of $6.6 million and a decrease in the change in deferred taxes of $1.2 million, offset by an increase in change in non-cash stock-based compensation expense of $2.9 million, an increase in the change in investment gain/loss of $2.9 million and an increase in the change in accrued liabilities of $9.7 million. Net cash provided in investing activities totaled $13 million, compared to net cash used in investing activities of $15 million in 2007. Capital spending for property and equipment decreased to $363 thousand in 2008, a decline of $59 thousand from 2007. Net cash used by financing activities was $26.6 million in 2008, compared to net cash provided by financing activities of $7.5 million in 2007. Substantially all of this increase in cash used by financing activities related to the $24.4 million dividend payment made in 2008.

 

17


Selected Quarterly Information
Unaudited quarterly results of operations for the years ended December 31, 20092010 and 20082009 is summarized below:
                                 
  At or For the Quarter Ended 
  2009  2008 
(in thousands) 12/31  09/30  06/30  03/31  12/31  09/30  06/30  03/31 
Assets Under Management
(in millions)
 $6,283  $5,489  $4,733  $3,909  $4,510  $5,548  $5,486  $4,665 
Total revenue  13,715   11,372   9,592   8,883   10,372   13,348   12,396   10,903 
Total operating expenses  9,110   8,523   7,061   6,756   8,447   9,126   8,340   7,378 
                         
Operating income  4,605   2,849   2,531   2,127   1,925   4,222   4,056   3,525 
                         
                                 
Investment Return  881   2,064   4,032   (1,579)  (4,180)  (2,319)  (1,331)  (375)
                                 
Net income (loss) $3,504  $3,204  $4,315  $351  $(1,713) $1,224  $1,779  $1,986 
                         
                                 
Diluted EPS $1.34  $1.23  $1.66  $0.14  $(0.70) $0.50  $0.73  $0.82 
                         
                                 
Diluted shares outstanding  2,621   2,612   2,603   2,516   2,455   2,444   2,447   2,426 
                         
The net loss in the fourth quarter of 2008 was due to significant deterioration in the overall market in the fourth quarter of 2008, which caused an 18.7% decrease in AUM in the fourth quarter of 2008 compared to third quarter 2008. This decrease in AUM had a direct correlation with the decrease in revenue during the fourth quarter of 2008 compared to third quarter 2008, as revenue is generated based upon AUM. In addition, the corporate investment portfolio had a net loss of $4.1 million in fourth quarter 2008, which further contributed to the decrease in net income for the quarter ended December 31, 2008.
                                 
  At or For the Quarter Ended 
  2010  2009 
(in thousands, except per share data) 12/31  09/30  06/30  03/31  12/31  09/30  06/30  03/31 
Assets Under Management
(in millions)
 $8,623  $7,080  $6,482  $6,876  $6,283  $5,489  $4,733  $3,909 
Total revenue  15,516   14,043   13,754   13,391   13,715   11,372   9,592   8,883 
Total operating expenses  9,272   9,844   9,652   9,462   9,110   8,523   7,061   6,756 
                         
Operating income  6,244   4,199   4,102   3,929   4,605   2,849   2,531   2,127 
                         
                                 
Investment Return  974   1,170   (1,184)  245   881   2,064   4,032   (1,579)
                                 
Net income $4,464  $3,438  $1,830  $2,670  $3,504  $3,204  $4,315  $351 
                         
                                 
Diluted EPS $1.60  $1.24  $0.66  $0.98  $1.34  $1.23  $1.66  $0.14 
                         
                                 
Diluted shares outstanding  2,794   2,779   2,774   2,721   2,621   2,612   2,603   2,516 
                         
Contractual Obligations
The following table presents a summary of the Company’s future obligations under the terms of an operating lease and other contractual purchase obligations at December 31, 2009.2010. Other purchase obligations include contractual amounts that will be due for the purchase of services to be used in the Company’s operations such as mutual fund sub-administration and portfolio accounting software. These obligations may be cancelable at earlier times than those indicated and, under certain conditions, may involve termination fees. Because these obligations are of a normal recurring nature, the Company expects that it will fund them from future cash flows from operations. The information presented does not include operating expenses or capital expenditures that will be committed in the normal course of operations in 20102011 and future years:
                                        
 Payments Due by Period  Payments Due by Period 
 Total 2010 2011-2012 2013-2014 Later  Total 2011 2012-2013 2014-2015 Later 
Operating lease obligations $2,331,000 $358,000 $688,000 $714,000 $571,000  $1,973,000 $340,000 $704,000 $719,000 $210,000 
Purchase obligations 3,008,000 2,946,000 62,000    2,989,000 2,413,000 434,000 142,000  
                      
Total $5,339,000 $3,304,000 $750,000 $714,000 $571,000  $4,962,000 $2,753,000 $1,138,000 $861,000 $210,000 
                      

18


Use of Supplemental Data as Non-GAAP Performance Measure
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”. Management that management uses these performance measures as benchmarks in evaluating and comparing the period-to-period operating performance of the Company and its subsidiaries.

18


The Company defines “net operating income after tax” as the Company’s 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 Company’s operating performance, as it excludes the impact of investment return on financial results. The amount of the investment portfolio and the market impactfluctuations on the investment portfolioinvestments can fluctuatechange significantly from one period to another. These fluctuationsanother, 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 non-GAAP 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.
                        
 Year Ended December 31,  Year Ended December 31, 
 2009 2008 2007 
Net Operating Income, GAAP basis $12,112,352 $13,728,814 $14,078,489 
(in thousands, except per share data) 2010 2009 2008 
Net operating income, GAAP basis $18,473 $12,112 $13,729 
Non-GAAP Adjustments:  
Tax Provision excluding impact of Investment Return 3,954,536 4,473,170 4,733,329  6,830 4,245 5,586 
Net operating income after tax, non-GAAP basis 8,157,816 9,255,644 9,345,160  11,643 7,867 8,143 
  �� 
Net operating income after tax per basic share, non-GAAP basis $3.16 $3.86 $4.33  $4.21 $3.05 $3.39 
Net operating income after tax per diluted share, non-GAAP basis $3.15 $3.84 $4.13  $4.21 $3.04 $3.38 
  
Basic weighted average shares outstanding, GAAP basis 2,582,998 2,400,142 2,155,829  2,767 2,583 2,400 
Diluted weighted average shares outstanding, GAAP basis 2,587,751 2,408,476 2,264,234  2,768 2,588 2,408 
The tax provision excluding impact of investment return is calculated by applying the tax rate calculated from the income statement to net operating income.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements. It does not have 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
Provisions for Income Taxes.The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns.
Revenue Recognition on Incentive-Based Advisory Contracts.The Company has certain investment advisory contracts in which a portion of the fees are based on investment performance achieved in the respective client portfolio in excess of a specified hurdle rate. 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 year. Under “Method 2,” 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 the more conservative Method 1, in which performance fees are recorded at the end of the contract period provided for by the contract terms.

19


Revenue Recognition when Acting as an Agent vs. Principal.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, registration fees, 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 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 expenses, as it is the appropriate accounting treatment for this agency relationship.

19


Beacon Hill has underwriting agreements with certain clients, including registered mutual funds. Part of Beacon Hill’s 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.
ITEM 7A. 
Quantitative and Qualitative Disclosures aboutAbout Market Risk
The Company’s revenues and net income are based primarily on the value of AUM. Accordingly, declines in financial market values directly and negatively impact itsthe Company’s investment advisory revenues and net income.
The Company invests in Diamond Hill Funds and its private investment funds, which are market risk sensitive financial instruments. These investments have inherent market risk in the form of equity price risk; that is, the potential future loss of value that would result from a decline in their fair value. The bond fund is also subject to market risk which may arise from changes in equity prices, credit ratings and interest rates. Market prices fluctuate and the amount realized upon subsequent sale may differ significantly from the reported market value.
The table below summarizes the Company’s market risks as of December 31, 2009,2010, and shows the effects of a hypothetical 10% increase and decrease in equity and bond investments.
                        
 Fair Value Assuming a Fair Value Assuming a  Fair Value Assuming a Fair Value Assuming a 
 Fair Value as of Hypothetical 10% Hypothetical 10%  Fair Value as of Hypothetical 10% Hypothetical 10% 
 December 31, 2009 Increase Decrease  December 31, 2010 Increase Decrease 
Equity investments $15,814,536 $17,395,990 $14,233,082  $11,328,494 $12,461,343 $10,195,645 
Bond fund investments 615,431 676,974 553,888 
Bond investments 198,566 218,423 178,709 
              
Total $16,429,967 $18,072,964 $14,786,970  $11,527,060 $12,679,766 $10,374,354 
              

 

20


ITEM 8. 
Financial Statements and Supplementary Data
Report of Independent Registered Public
Accounting Firm on Consolidated Financial Statements
The Shareholders and Board of Directors of
Diamond Hill Investment Group, Inc.:
We have audited the accompanying consolidated balance sheetssheet of Diamond Hill Investment Group, Inc. and its subsidiaries as of December 31, 20092010 and 2008,2009, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2009.2010. We also have audited the Company’s internal control over financial reporting as of December 31, 2009,2010, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying financial statements. Our responsibility is to express an opinion on these financial statements and an opinion on the company’s internal control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

21


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Diamond Hill Investment Group, Inc. and its subsidiaries as of December 31, 2010 and 2009, and 2008, and the consolidated results of its operations and its cash flows for each of the years in the three-year period ended December 31, 20092010 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, Diamond Hill Investment Group, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009,2010, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
/s/ Plante & Moran, PLLC
Columbus, Ohio
March 1, 2010February 22, 2011

 

2221


Diamond Hill Investment Group, Inc.
Consolidated Balance Sheets
                
 December 31,  December 31, 
 2009 2008  2010 2009 
ASSETS
  
Cash and cash equivalents $11,513,194 $15,788,560  $5,775,526 $11,513,194 
Investment portfolio 16,429,967 17,185,611  11,527,060 16,429,967 
Accounts receivable 10,144,004 5,339,558  8,695,103 10,144,004 
Prepaid expenses 724,825 1,067,388  787,033 724,825 
Fixed assets, net of depreciation, and other assets 1,171,670 835,314  907,670 1,171,670 
Income tax receivable  2,334,836 
Deferred taxes 520,965 1,989,016  873,474 520,965 
          
  
Total assets $40,504,625 $44,540,283  $28,565,866 $40,504,625 
          
  
LIABILITIES AND SHAREHOLDERS’ EQUITY
  
Liabilities  
Accounts payable and accrued expenses $4,465,011 $1,294,396  $4,101,079 $4,465,011 
Accrued incentive compensation 12,300,650 13,000,000  16,111,250 12,300,650 
Income tax payable 758,257   855,285 758,257 
          
  
Total liabilities 17,523,918 14,294,396  21,067,614 17,523,918 
          
  
Commitments and contingencies      
  
Shareholders’ Equity  
Common stock, no par value 
7,000,000 shares authorized; 
2,677,577 issued and outstanding at December 31, 2009; 
2,447,299 issued and outstanding at December 31, 2008 26,922,484 16,233,501 
Common stock, no par value
7,000,000 shares authorized;
2,795,683 issued and outstanding at December 31, 2010;
2,677,577 issued and outstanding at December 31, 2009
 34,423,011 26,922,484 
Preferred stock, undesignated, 1,000,000 shares authorized and unissued      
Deferred compensation  (8,070,697)  (4,908,215)  (7,137,729)  (8,070,697)
Retained earnings 4,128,920 18,920,601 
Retained earnings/(Accumulated deficit)  (19,787,030) 4,128,920 
          
  
Total shareholders’ equity 22,980,707 30,245,887  7,498,252 22,980,707 
          
  
Total liabilities and shareholders’ equity $40,504,625 $44,540,283  $28,565,866 $40,504,625 
          
  
Book value per share $8.58 $12.36  $2.68 $8.58 
          
The accompanying notes are an integral part of these consolidated financial statements.

 

2322


Diamond Hill Investment Group, Inc.
Consolidated Statements of Income
                        
 Year Ended December 31,  Year Ended December 31, 
 2009 2008 2007  2010 2009 2008 
REVENUES:
  
Investment advisory $37,472,407 $40,865,296 $35,339,335  $49,248,586 $37,472,407 $40,865,296 
Mutual fund administration, net 6,089,979 6,153,919 5,968,603  7,455,537 6,089,979 6,153,919 
              
  
Total revenue 43,562,386 47,019,215 41,307,938  56,704,123 43,562,386 47,019,215 
              
  
OPERATING EXPENSES:
  
Compensation and related costs 24,113,631 26,120,040 20,006,542  30,990,572 24,113,631 26,120,040 
General and administrative 3,133,359 2,643,274 2,658,649  3,408,981 3,133,359 2,643,274 
Sales and marketing 751,040 796,438 631,911  853,851 751,040 796,438 
Third party distribution 1,112,460 1,452,087 1,512,095  1,036,231 1,112,460 1,452,087 
Mutual fund administration 2,339,544 2,278,562 2,420,252  1,941,160 2,339,544 2,278,562 
              
  
Total operating expenses 31,450,034 33,290,401 27,229,449  38,230,795 31,450,034 33,290,401 
              
  
NET OPERATING INCOME
 12,112,352 13,728,814 14,078,489  18,473,328 12,112,352 13,728,814 
              
  
Investment return 5,398,636  (8,205,051) 909,134  1,205,194 5,398,636  (8,205,051)
              
  
INCOME BEFORE TAXES
 17,510,988 5,523,763 14,987,623  19,678,522 17,510,988 5,523,763 
  
Income tax provision  (6,137,045)  (2,247,685)  (5,055,308)  (7,276,081)  (6,137,045)  (2,247,685)
              
  
NET INCOME
 $11,373,943 $3,276,078 $9,932,315  $12,402,441 $11,373,943 $3,276,078 
              
  
Earnings per share  
Basic $4.40 $1.36 $4.61  $4.48 $4.40 $1.36 
              
Diluted $4.40 $1.36 $4.39  $4.48 $4.40 $1.36 
              
  
Weighted average shares outstanding  
Basic 2,582,998 2,400,142 2,155,829  2,766,741 2,582,998 2,400,142 
              
Diluted 2,587,751 2,408,476 2,264,234  2,767,895 2,587,751 2,408,476 
              
The accompanying notes are an integral part of these consolidated financial statements.

 

23


Diamond Hill Investment Group, Inc.
Consolidated Statements of Shareholders’ Equity
                         
  Shares  Common  Treasury  Deferred  Retained Earnings    
  Outstanding  Stock  Stock  Compensation  (Accumulated Deficit)  Total 
Balance at January 1, 2008  2,243,653  $27,719,024  $  $(4,056,015) $15,644,523  $39,307,532 
Deferred compensation  63,450   5,184,801      (5,184,801)      
Recognition of current year deferred compensation           4,332,601      4,332,601 
Issuance of stock grants  85,796   6,021,482            6,021,482 
Issuance of stock related to 401k plan match  8,506   638,796            638,796 
FAS 123R compensation expense     2,233            2,233 
Tax benefit from equity transactions     3,997,348            3,997,348 
Payment of taxes withheld related to employee stock transactions  (33,991)  (2,777,545)           (2,777,545)
Purchase of common stock related to option exercises  (4,452)  (381,843)           (381,843)
Exercise of options/warrants for common stock  95,500   1,132,204            1,132,204 
Repurchase of common stock  (11,163)  (862,115)           (862,115)
Dividend Paid of $10.00 per share     (24,440,884)           (24,440,884)
Net income              3,276,078   3,276,078 
                   
Balance at December 31, 2008  2,447,299  $16,233,501  $  $(4,908,215) $18,920,601  $30,245,887 
                   
Deferred compensation  78,092   4,836,595      (4,836,595)      
Recognition of current year deferred compensation           1,674,113      1,674,113 
Issuance of stock grants  135,313   5,032,290            5,032,290 
Issuance of common stock related to 401k plan match  15,610   758,459            758,459 
Tax benefit from equity transactions     134,741            134,741 
Payment of taxes withheld related to employee stock transactions  (2,737)  (140,602)           (140,602)
Exercise of options/warrants for common stock  4,000   67,500            67,500 
Dividend Paid of $10.00 per share              (26,165,624)  (26,165,624)
Net income              11,373,943   11,373,943 
                   
Balance at December 31, 2009  2,677,577  $26,922,484  $  $(8,070,697) $4,128,920  $22,980,707 
                   
Deferred compensation  20,753   1,458,898      (1,458,898)      
Recognition of current year deferred compensation           2,391,866      2,391,866 
Issuance of stock grants  83,611   5,182,983            5,182,983 
Issuance of common stock related to 401k plan match  13,631   897,842            897,842 
Tax benefit from equity transactions     84,375            84,375 
Payment of taxes withheld related to employee stock transactions  (1,889)  (146,071)           (146,071)
Exercise of options/warrants for common stock  2,000   22,500            22,500 
Dividend Paid of $13.00 per share              (36,318,391)  (36,318,391)
Net income              12,402,441   12,402,441 
                   
Balance at December 31, 2010  2,795,683  $34,423,011  $  $(7,137,729) $(19,787,030) $7,498,252 
                   
The accompanying notes are an integral part of these consolidated financial statements.

24


Diamond Hill Investment Group, Inc.
Consolidated Statements of Shareholders’ EquityCash Flows
                         
                  Retained    
  Shares  Common  Treasury  Deferred  Earnings    
  Outstanding  Stock  Stock  Compensation  (Deficit)  Total 
Balance at January 1, 2007  1,838,435  $16,515,256  $(95,736) $(2,355,499) $6,419,236  $20,483,257 
Deferred compensation  36,000   3,089,280      (3,089,280)      
Recognition of current year deferred compensation           1,388,764      1,388,764 
Issuance of stock grants  57,254   5,628,641            5,628,641 
Issuance of stock related to 401k plan match  2,582   202,019            202,019 
FAS 123R compensation expense     8,152            8,152 
Tax benefit from options and warrants exercised     6,015,186            6,015,186 
Payment of taxes withheld related to option exercises  (85,518)  (8,020,273)           (8,020,273)
Purchase of treasury stock related to option exercises  (15,797)     (1,344,958)        (1,344,958)
Sale of treasury stock for issuance of stock grant  614   25,874   38,903         64,777 
Sale of treasury stock for 401k plan match  2,423   57,061   177,435         234,496 
Sale of treasury stock related to option exercises  22,585   57,084   1,224,356      (707,028)  574,412 
Exercise of options/warrants for common stock  390,017   4,500,478            4,500,478 
Repurchase of common stock  (4,942)  (359,734)           (359,734)
Net income              9,932,315   9,932,315 
                   
Balance at December 31, 2007  2,243,653  $27,719,024  $  $(4,056,015) $15,644,523  $39,307,532 
                   
Deferred compensation  63,450   5,184,801      (5,184,801)      
Recognition of current year deferred compensation           4,332,601      4,332,601 
Issuance of stock grants  85,796   6,021,482            6,021,482 
Issuance of common stock related to 401k plan match  8,506   638,796            638,796 
FAS 123R compensation expense     2,233            2,233 
Tax benefit from equity transactions     3,997,348            3,997,348 
Payment of taxes withheld related to employee stock transactions  (33,991)  (2,777,545)           (2,777,545)
Purchase of common stock related to option exercises  (4,452)  (381,843)           (381,843)
Exercise of options/warrants for common stock  95,500   1,132,204            1,132,204 
Repurchase of common stock  (11,163)  (862,115)           (862,115)
Dividend Paid of $10.00 per share     (24,440,884)           (24,440,884)
Net income              3,276,078   3,276,078 
                   
Balance at December 31, 2008  2,447,299  $16,233,501  $  $(4,908,215) $18,920,601  $30,245,887 
                   
Deferred compensation  78,092   4,836,595      (4,836,595)      
Recognition of current year deferred compensation           1,674,113      1,674,113 
Issuance of stock grants  135,313   5,032,290            5,032,290 
Issuance of common stock related to 401k plan match  15,610   758,459            758,459 
Tax benefit from equity transactions     134,741            134,741 
Payment of taxes withheld related to employee stock transactions  (2,737)  (140,602)           (140,602)
Exercise of options/warrants for common stock  4,000   67,500            67,500 
Dividend Paid of $10.00 per share              (26,165,624)  (26,165,624)
Net income              11,373,943   11,373,943 
                   
Balance at December 31, 2009  2,677,577  $26,922,484  $  $(8,070,697) $4,128,920  $22,980,707 
                   
             
  Year Ended December 31, 
  2010  2009  2008 
CASH FLOWS FROM OPERATING ACTIVITIES:
            
Net Income $12,402,441  $11,373,943  $3,276,078 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:            
Depreciation on furniture and equipment  326,529   268,572   181,908 
Amortization of deferred compensation  2,391,866   1,674,113   4,332,601 
(Increase) decrease in accounts receivable  1,448,901   (4,804,446)  354,716 
Increase (decrease) in deferred income taxes  (382,227)  1,438,658   (2,535,960)
Stock option expense        2,233 
Noncash director fee expense  179,836   180,074   167,281 
Investment gain/loss, net  167,495   (4,055,840)  3,298,360 
Increase in accrued liabilities  8,449,814   7,323,481   8,281,581 
Other changes in assets and liabilities  148,913   3,599,790   48,340 
          
Net cash provided by operating activities  25,133,568   16,998,345   17,407,138 
          
             
CASH FLOWS FROM INVESTING ACTIVITIES:
            
Purchase of furniture and equipment  (62,529)  (604,928)  (362,722)
Cost of investments purchased and other portfolio activity  (1,314,588)  (9,149,453)  (10,076,234)
Proceeds from sale of investments  6,050,000   13,960,937   23,628,426 
          
Net cash provided by investing activities  4,672,883   4,206,556   13,189,470 
          
             
CASH FLOWS FROM FINANCING ACTIVITIES:
            
Payment for repurchase of common shares        (862,115)
Payment of taxes withheld on employee stock transactions  (146,071)  (140,602)  (2,777,545)
Proceeds from common stock issuance  920,343   825,959   1,489,218 
Payment of dividends  (36,318,391)  (26,165,624)  (24,440,884)
          
Net cash used in financing activities  (35,544,119)  (25,480,267)  (26,591,326)
          
             
CASH AND CASH EQUIVALENTS
            
Net change during the period  (5,737,668)  (4,275,366)  4,005,282 
At beginning of period  11,513,194   15,788,560   11,783,278 
          
At end of period $5,775,526  $11,513,194  $15,788,560 
          
             
Cash paid during the period for:            
Interest $  $  $ 
Income taxes  7,444,300   2,625,900   3,005,000 
             
Noncash transactions during the period for:            
Common stock issued as incentive compensation  5,003,146   4,852,216   5,754,140 
The accompanying notes are an integral part of these consolidated financial statements.

 

25


Diamond Hill Investment Group, Inc.
Consolidated Statements of Cash Flow
             
  Year Ended December 31, 
  2009  2008  2007 
CASH FLOWS FROM OPERATING ACTIVITIES:
            
Net Income $11,373,943  $3,276,078  $9,932,315 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:            
Depreciation on property and equipment  268,572   181,908   147,059 
Amortization of deferred compensation  1,674,113   4,332,601   1,388,764 
(Increase) decrease in accounts receivable  (4,804,446)  354,716   1,229,734 
Increase (decrease) in deferred income taxes  1,438,658   (2,535,960)  (1,352,162)
Stock option expense     2,233   8,152 
Noncash director fee expense  180,074   167,281    
Investment gain/loss, net  (4,055,840)  3,298,360   389,771 
Increase (decrease) in accrued liabilities  7,323,481   8,281,581   (1,424,647)
Other changes in assets and liabilities  3,599,790   48,340   (246,227)
          
Net cash provided by operating activities  16,998,345   17,407,138   10,072,759 
          
             
CASH FLOWS FROM INVESTING ACTIVITIES:
            
Purchase of property and equipment  (604,928)  (362,722)  (304,262)
Cost of investments purchased and other portfolio activity  (9,149,453)  (10,076,234)  (15,317,252)
Proceeds from sale of investments  13,960,937   23,628,426    
          
Net cash provided by (used in) investing activities  4,206,556   13,189,470   (15,621,514)
          
             
CASH FLOWS FROM FINANCING ACTIVITIES:
            
Payment for repurchase of common shares     (862,115)  (359,734)
Payment of taxes withheld on employee stock transactions  (140,602)  (2,777,545)  (8,020,273)
Proceeds from common stock issuance  825,959   1,489,218   15,779,315 
Payment of dividends  (26,165,624)  (24,440,884)   
Purchase of treasury stock        (1,344,958)
Sale of treasury stock        1,440,694 
          
Net cash provided by (used in) financing activities  (25,480,267)  (26,591,326)  7,495,044 
          
             
CASH AND CASH EQUIVALENTS
            
Net change during the period  (4,275,366)  4,005,282   1,946,289 
At beginning of period  15,788,560   11,783,278   9,836,989 
          
At end of period $11,513,194  $15,788,560  $11,783,278 
          
             
Cash paid during the period for:            
Interest $  $  $ 
Income taxes  2,625,900   3,005,000   435,682 
             
Noncash Transactions during the period for:            
Common Stock Issued as Incentive Compensation  4,852,216   5,754,140   5,478,718 
The accompanying notes are an integral part of these consolidated financial statements.

26


Diamond Hill Investment Group, Inc.
Notes to Consolidated Financial Statements
Note 1Business and 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, whichpartnership. 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. DHGPDiamond 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 2Significant 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 year amounts and disclosures have been reclassified to conform to the current year 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 Company’s 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.

 

2726


Note 2Significant 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 Company’s 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 December 31, 2009 and 2008.2010 or 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 December 31, 2010, $1,265,998 and $10,261,062 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. At December 31, 2008, $5,923,202 and $11,262,409 in CompanyLevel 1 investments are valued based upon Level 1 andall registered investment companies (mutual funds). Level 2 inputs, respectively.investments are all limited partnerships. There are no transfers in or out of the levels.
The changes in market values on the investments are recorded in the Consolidated StatementStatements of Income as investment returns.
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 thecollectively (the “Partnerships”), each a limited partnership whose underlying assets consist of marketable securities.
DHCM, in its role as the managing member of the General Partner, exertshas the power to direct the Partnerships’ economic activities and the right to receive investment advisory and performance incentive fees that are significant influence overto the Partnerships. The Partnerships are subject to investment company accounting and, as a result, they have not been consolidated in presenting the accompanying financial and operating policiesstatements. DHCM’s investments in these partnerships are reported as a component of the Partnerships but does not exercise control. Therefore,Company’s investment portfolio, valued at DHCM’s investmentproportionate interest in the net asset value of the marketable securities held by the Partnerships. Gains and losses attributable to changes in value of the DHCM’s interests in the Partnerships are included in the Company’s reported investment return.
The Company’s exposure to loss as a result of its involvement with the Partnerships is accounted for usinglimited to the equity method, under which DHCM’s shareamount 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 net earnings or losses from the partnership is reflected in income as earned, and distributions received are reflected as reductions from the investment. 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.

27


Note 2Significant Accounting Policies (Continued)
Furniture and Equipment
Furniture and equipment, consisting of computer equipment, furniture, and fixtures, is 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 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.

28


Note 2Significant Accounting Policies (Continued)
Revenue Recognition Performance Incentive Revenue
The Company’s 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”,1,” incentive fees are recorded at the end of the contract period; under “Method 2”,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 December 31,  As Of December 31, 
 2009 2008 2007  2010 2009 2008 
AUM — Contractual Period Ends Quarterly $108,974,458 $218,503,205 $193,342,530  $108,671,900 $108,974,458 $218,503,205 
AUM — Contractual Period Ends Annually 196,469,025 159,514,591 387,466,713  175,231,841 196,469,025 159,514,591 
              
Total AUM Subject to Performance Incentive $305,443,483 $378,017,796 $580,809,243  $283,903,741 $305,443,483 $378,017,796 
              
                        
 For The Period Ending December 31,  For The Year Ending December 31, 
 2009 2008 2007  2010 2009 2008 
Performance Incentive Fees — Method 1 $1,050,895 $378,881 $174,292  $217,588 $1,050,895 $378,881 
Performance Incentive Fees — Method 2 1,262,922 378,881 174,292  217,588 1,262,922 378,881 
Revenue Recognition Mutual Fund Administration
DHCM has an administrative and transfer agency services agreement with 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 0.34%0.30% for Class A and Class C shares and 0.20%0.19% for Class I shares times each series’ average daily net assets. Effective April 30, 2009,2010, the fee for administrative services was increaseddecreased from 0.30%0.34% to 0.34%0.30% for Class A and Class C shares and from 0.20% to 0.19% 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. 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 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 expenses, as it is the appropriate accounting treatment for this agency relationship. In addition, DHCM finances the upfront commissions which are paid by the Fund’s 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.

28


Note 2 Significant Accounting Policies (Continued)
Revenue Recognition — Mutual Fund Administration (Continued)
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.Administration on the Consolidated Statements of Income. Part of Beacon Hill’s 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

29


Note 2 Significant Accounting Policies (Continued)
Revenue Recognition – Mutual Fund Administration (Continued)
commission revenue have 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:
                        
 Year Ended December 31,  Year Ended December 31, 
 2009 2008 2007  2010 2009 2008 
Mutual fund administration:  
Administration Revenue, gross $9,257,464 $9,194,973 $8,226,438 
Administration revenue, gross $10,940,041 $9,257,464 $9,194,973 
12b-1/service fees and commission revenue received from Fund clients 5,260,383    8,122,268 5,260,383  
12b-1/service fees and commission expense payments to third parties  (5,260,383)     (8,122,268)  (5,260,383)  
Fund related expense  (3,141,229)  (3,061,646)  (2,393,732)  (3,554,156)  (3,141,229)  (3,061,646)
              
Revenue, net of fund related expenses 6,116,235 6,133,327 5,832,706  7,385,885 6,116,235 6,133,327 
  
DHCM C-Share financing:  
Broker commission advance repayments 763,383 1,776,206 1,970,006  619,490 763,383 1,776,206 
Broker commission amortization  (789,639)  (1,755,614)  (1,834,109)  (549,838)  (789,639)  (1,755,614)
              
Financing activity, net  (26,256) 20,592 135,897  69,652  (26,256) 20,592 
              
  
Mutual fund administration revenue, net $6,089,979 $6,153,919 $5,968,603  $7,455,537 $6,089,979 $6,153,919 
              
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 Company’s investment products generated by the respective firm. 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.
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.

29


Note 2 Significant Accounting Policies (Continued)
Income Taxes (Continued)
The Company has analyzed its tax positions taken on federal income tax returns for all open tax years (tax years ended December 31, 20062007 through 2009)2010) 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 options and warrants were exercised.

30


Note 3Investment Portfolio
As of December 31, 2009,2010, the Company held investments worth $16.4$11.5 million and a cost basis of $12.4$7.6 million. The following table summarizes the market value of these investments overfor the last two fiscal years:
                
 Year Ended December 31,  As of December 31, 
 2009 2008  2010 2009 
Diamond Hill Small Cap Fund $709,881 $  $211,301 $709,881 
Diamond Hill Small-Mid Cap Fund 785,714   217,915 785,714 
Diamond Hill Large Cap Fund 684,554   210,413 684,554 
Diamond Hill Select Fund 705,790   221,491 705,790 
Diamond Hill Long-Short Fund 606,800   206,312 606,800 
Diamond Hill Strategic Income Fund 615,431   198,566 615,431 
Diamond Hill Investment Partners, L.P. 2,653,856 7,494,929  1,177,098 2,653,856 
Diamond Hill Investment Partners II, L.P. 2,649,665 3,767,480  1,155,022 2,649,665 
Diamond Hill Research Partners, L.P. 7,018,276   7,928,942 7,018,276 
Other marketable equity securities  5,923,202 
          
Total Investment Portfolio $16,429,967 $17,185,611  $11,527,060 $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. The Company, as the parent entity to DHCM, is not contingently liable for the Partnerships’ liabilities but rather is only liable for its proportionate share, based on its membership interest. DHCM, as the managing member of the General Partner, is also not contingently liable for the Partnerships’ liabilities. Summary financial information, including the Company’s carrying value and income from the Partnerships is as follows:
                        
 December 31,  As of December 31, 
 2009 2008 2007  2010 2009 2008 
Total partnership assets $188,716,374 $196,021,226 $360,372,685  $173,007,238 $188,716,374 $196,021,226 
Total partnership liabilities 40,583,059 33,056,747 80,007,267  32,855,190 40,583,059 33,056,747 
       
Net partnership assets 148,133,315 162,964,479 280,365,418  140,152,048 148,133,315 162,964,479 
Net partnership income (loss) 35,193,357  (75,625,562) 6,581,829 
 
DHCM’s portion of net assets 12,321,797 11,262,409 15,128,723  10,261,062 12,321,797 11,262,409 
DHCM’s portion of net income (loss) 4,634,391  (3,866,314) 562,469 
             
  For the Year Ended December 31, 
  2010  2009  2008 
Net partnership income (loss)  4,486,719   35,193,357   (75,625,562)
DHCM’s portion of net income (loss)  939,265   4,634,391   (3,866,314)
DHCM’s income from the Partnerships includes its pro-rata capital allocation and its share of an incentive allocation, if any, from the limited partners.

 

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Note 4Capital Stock
Common Shares
The Company has only one outstanding class of securities, Common Shares.
Authorization of Preferred Shares
The Company’s 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 Company’s 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 December 31, 20092010 or December 31, 2008.2009.
Note 5Stock-Based Compensation
Equity Incentive Plans
2005 Employee and Director Equity Incentive Plan
At the Company’s 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 Company’s ability to attract and retain staff, provide additional incentive to employees, directors and consultants, and to promote the success of the Company’s business. The 2005 Plan authorizes the issuance of Common Shares of the Company in various forms of stock or option grants. As of December 31, 20092010 there were 394,358291,883 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.
Equity Compensation Grants
On May 13, 2004, the Company’s shareholders approved terms and conditions of certain equity compensation grants to three key employees. Under the approved terms, a total of 75,000 shares of restricted stock and restricted stock units were issued to the key employees on May 31, 2004. These shares vested on October 3, 2008.
Accelerated Vesting of Certain Equity Incentive Plans and Compensation Grants
The Board of Directors of the Company approved the accelerated vesting of 82,064 shares of restricted stock from various vesting dates during the first five months of 2009 to October 3, 2008. This acceleration resulted in additional compensation expense of $1.0 million in the fourth quarter of 2008 that otherwise would have been recorded in the first and second quarters of 2009. In addition, as a result of this acceleration, the Company received a $6.3 million tax deduction in 2008.
401(k) Plan
The Company sponsors a 401(k) plan in 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 employee’s compensation contributed to the plan. Employees become fully vested in the matching contributions after six plan years of employment. For the years ended December 31, 2010, 2009, 2008, and 2007,2008, expenses attributable to the plan were $869,680, $758,522 $638,796 and $437,413,$638,796, respectively.

 

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Note 5Stock-Based Compensation (Continued)
Stock Options and Warrants
The Company recognizes all share-based payments to employees and directors, including grants of stock options, as expense in the income statement based on their fair values. The amount of compensation is measured at the fair value of the options when granted, and this cost is expensed over the required service period, which is normally the vesting period of the options. As of December 31, 2010, there were no stock options or warrants outstanding.
Stock option and warrant transactions under the various plans for the past three fiscal years are summarized below:
                                
 Options Warrants  Options Warrants 
 Weighted Average Weighted Average  Weighted Average Weighted Average 
 Shares Exercise Price Shares Exercise Price  Shares Exercise Price Shares Exercise Price 
Outstanding December 31, 2006 283,102 $14.60 249,400 $12.57 
     
Exercisable December 31, 2006 243,102 $16.26 249,400 $12.57 
     
Granted     
Expired / Forfeited   2,000  
Exercised 190,602 16.64 222,000 8.65 
     
 
Outstanding December 31, 2007 92,500 $10.40 25,400 $47.00 
Oustanding December 31, 2007 92,500 $10.40 25,400 $47.00 
          
Exercisable December 31, 2007 72,500 $12.03 25,400 $47.00  72,500 $12.03 25,400 $47.00 
          
Granted          
Expired / Forfeited   12,400 72.09    12,400 72.09 
Exercised 92,500 10.40 3,000 56.67  92,500 10.40 3,000 56.67 
          
  
Outstanding December 31, 2008  $ 10,000 $13.00 
Oustanding December 31, 2008  $ 10,000 $13.00 
          
Exercisable December 31, 2008  $ 10,000 $13.00   $ 10,000 $13.00 
          
Granted          
Expired / Forfeited          
Exercised   4,000 16.88    4,000 16.88 
          
  
Outstanding December 31, 2009  $ 6,000 $10.42 
Oustanding December 31, 2009  $ 6,000 $10.42 
          
Exercisable December 31, 2009  $ 6,000 $10.42   $ 6,000 $10.42 
          
Granted     
Expired / Forfeited   4,000 10.00 
Exercised   2,000 11.25 
     
 
Oustanding December 31, 2010  $  $ 
     
Exercisable December 31, 2010  $  $ 
     
Warrants outstanding and exercisable at December 31, 2009 are as follows:
               
Warrants 
    Remaining       
Number  Life  Number    
Outstanding  In Years  Exercisable  Exercise Price 
 4,000   0.16   4,000  $11.25 
 2,000   0.36   2,000  $8.75 
             
 6,000   0.23   6,000     
             
The aggregate intrinsic value of warrants outstanding as of December 31, 2009 is $322,880.

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Note 6Operating Leases
The Company leases approximately 19,00021,200 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.two locations. Total lease and operating expenses for the years ended December 31, 2010, 2009, and 2008 were $573,218, $501,209, and 2007 were $501,209, $390,196, and $306,337, respectively. The approximate future minimum lease payments under the operating leases are as follows:
                                            
2010 2011 2012 2013 2014 Thereafter 
20112011 2012 2013 2014 2015 Thereafter 
$358,000  $340,000 $348,000 $356,000 $358,000 $571,000 340,000  $348,000 $356,000 $358,000 $361,000 $210,000 
In addition to the above rent, the Company is also responsible for normal operating expenses of the properties. Such operating expenses were approximately $9.79$9.97 per square foot in 2009,2010, on a combined basis, and are expected to be approximately $9.97$9.94 per square foot in 2010.2011.

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Note 7Income Taxes
The Company files a consolidated Federal income tax return. It is the policy of the Company to allocate the consolidated tax provision to subsidiaries as if each subsidiary’s tax liability or benefit were determined on a separate company basis. As part of the consolidated group, subsidiaries transfer to the Company their current Federal tax liability or assets. The federal income tax benefit for 2008 includes interest and penalties paid of $11 thousand.
                        
 2009 2008 2007  2010 2009 2008 
Current city income tax provision $266,711 $375,821 $197,760  $514,076 $266,711 $375,821 
Current state income tax provision 44,000 11,000   147,642 44,000 11,000 
Current federal income tax provision 4,358,283 4,396,824   6,966,872 4,358,283 4,396,824 
Deferred federal income tax provision (benefit) 1,468,051  (2,535,960) 4,857,548   (352,509) 1,468,051  (2,535,960)
              
Provision for income taxes $6,137,045 $2,247,685 $5,055,308  $7,276,081 $6,137,045 $2,247,685 
              
A reconciliation of income tax expense at the statutory federal rate to the Company’s income tax expense is as follows:
                        
 2009 2008 2007  2010 2009 2008 
Income tax computed at statutory rate $5,990,509 $1,898,479 $5,095,792  $6,887,483 $5,990,509 $1,898,479 
City and state income taxes, net of federal benefit 204,417 255,302 197,760  430,117 204,417 255,302 
Other  (57,881) 93,904  (238,244)  (41,519)  (57,881) 93,904 
              
Income tax expense $6,137,045 $2,247,685 $5,055,308  $7,276,081 $6,137,045 $2,247,685 
              
Deferred tax assets and liabilities consist of the following at December 31, 20092010 and 2008:2009:
                
 2009 2008  2010 2009 
Stock-based compensation $926,222 $515,914  $1,462,094 $926,222 
Unrealized (gains) losses  (1,742,009) 316,249   (1,205,681)  (1,742,009)
Capital loss carry forward 1,547,804 1,182,044  677,770 1,547,804 
Other assets and liabilities  (211,052)  (25,191)  (60,709)  (211,052)
          
Net deferred tax assets $520,965 $1,989,016  $873,474 $520,965 
          
For the years ended December 31, 20092010 and 2008,2009, the Company received net federal tax benefits from the exercise of stock-based compensation of $119,204$63,319 and $3,805,977$119,204 respectively, which resulted in an increase to equity. As of December 31, 2007, the Company and its subsidiaries had a net operating loss (“NOL”) carry forward for tax purposes of approximately $5,800,000. The NOL related to the exercise of stock options and warrants. The tax benefit of the NOL was fully utilized in 2008 and was recognized in equity in 2008.

 

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Note 8Earnings Per Share
The following table sets forth the computation for basic and diluted earnings per share (“EPS”):
                        
 Year Ended December 31,  Year Ended December 31, 
 2009 2008 2007  2010 2009 2008 
Basic and Diluted net income $11,373,943 $3,276,078 $9,932,315  $12,402,441 $11,373,943 $3,276,078 
Weighted average number of outstanding shares  
Basic 2,582,998 2,400,142 2,155,829  2,766,741 2,582,998 2,400,142 
Diluted 2,587,751 2,408,476 2,264,234  2,767,895 2,587,751 2,408,476 
Earnings per share  
Basic $4.40 $1.36 $4.61  $4.48 $4.40 $1.36 
              
Diluted $4.40 $1.36 $4.39  $4.48 $4.40 $1.36 
              
Note 9Regulatory 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. For purposes of this rule, BHIL hadBHIL’s net capital of $279,718, which exceeds its minimum net capital requirement of $132,199 at December 31, 2010 and 2009. BHIL’sThe net capital balances, minimum net capital requirements, and ratio of aggregate indebtedness to net capital atfor BHIL are summarized below as of December 31, 2009 was 7.09 to 1.2010 and 2009:
         
  Year Ended December 31, 
  2010  2009 
Net Capital $86,107  $279,718 
Minimum Net Capital Requirement  35,667   132,199 
         
Ratio of Aggregate Indebtedness to Net Capital  8.79 to 1   7.09 to 1 
Note 10Commitments 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 Company’s 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 Company’s potential liability under these indemnities. Further, the Company maintains insurance policies that may provide coverage against certain claims under these indemnities.

 

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ITEM 9:9. 
Changes In and Disagreements With Accountants on Accounting and Financial Disclosures
NoneNone.
ITEM 9A:9A. 
Controls and Procedures
Management, including the Chief Executive Officer and the Chief Financial Officer, has conducted an evaluation of the effectiveness of the Company’s 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 annual 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 Company’s 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 Commission’sSEC’s 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 Company’s 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 anyno changes in the Company’s internal control over financial reporting during the quarteryear ended December 31, 20092010 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management’s report on the Company’s internal control over financial reporting follows.
Management’s Annual Report on Internal Control Over Financial Reporting
Management of Diamond Hill Investment Group, Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended.Act. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of its consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 20092010 based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2009.2010.
The Company’s independent registered public accounting firm, Plante & Moran, PLLC, has audited the Company’s 20092010 and 20082009 consolidated financial statements included in this Annual Report on Form 10-K and the Company’s internal control over financial reporting as of December 31, 2009,2010, and has issued its reportReport of Independent Registered Public Accounting Firm on Consolidated Financial Statements, which is included in this Annual Report on Form 10-K.

 

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ITEM 9B:9B. 
Other Information
NoneNone.
PART III
ITEM 10:10. 
Directors, Executive Officers and Corporate Governance
Information regardingrequired by this Item 10 is incorporated herein by reference tofrom the Company’s definitive proxy statement for its 20102011 annual meeting of shareholders to be filed with the Securities and Exchange CommissionSEC pursuant to Regulation 14A of the Exchange Act (the “2010“2011 Proxy Statement”), under the Captions:captions: “Proposal 1 Election of Directors”, “Executive Officers and Compensation Information”, “Corporate Governance”, and “Section 16(a) Beneficial Ownership Reporting Compliance”.
ITEM 11:11. 
Executive Compensation
Information regardingrequired by this Item 11 is incorporated herein by reference tofrom the Company’s 20102011 Proxy Statement under the Captions:captions: “Executive Officers and Compensation Information” and “Corporate Governance”.
ITEM 12:12. 
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information concerning our equity compensation plans at December 31, 2009:2010:
Equity Compensation Plan Information
             
  (a)1  (b)  (c)2 
          Number of securities 
          remaining available for 
  Number of securities to      future issuance under 
  be issued upon the  Weighted-average  equity compensation 
  exercise of outstanding  exercise price of  plans (excluding 
  options, warrants and  outstanding options,  securities reflected in 
Plan category rights  warrants and rights  column (a)) 
Equity compensation plans approved by security holders        394,358 
             
Equity compensation plans not approved by security holders  6,000  $10.42    
          
Total  6,000  $10.42   394,358 
          
(a)(b)(c)
Number of securities
remaining available for
Number of securities tofuture issuance under
be issued upon theWeighted-averageequity compensation
exercise of outstandingexercise price ofplans (excluding
options, warrants andoutstanding options,securities reflected in
Plan categoryrightswarrants and rightscolumn (a))
Equity compensation plans approved by security holders$291,8831
   
1 TheThis amount appearing under the “Number of securitiesrelates to common shares that may be issued upon the exercise of outstanding options, warrants and rights” represents shares underlying warrants issued to former members of the Board of Directors for compensatory purposes.
2The amount appearing under “Number of securities remaining available for future issuance under equity compensation plans” relates to our 2005 Employee and Director Equity Incentive Plan. The maximum aggregate number of common shares that may be granted and/or soldissued under our 2005 Employee and Director Equity Incentive Plan is annually increased on December 31 by an amount equal to the lesser of (i) 100,000 common shares, (ii) 5% of the Company’s total outstanding common shares on such date, or (iii) a lesser amount determined by the Board of Directors.
The other information regardingrequired by this Item 12 is incorporated herein by reference tofrom the Company’s 20102011 Proxy Statement under the Captions:captions: “Security Ownership of Certain Beneficial Owners and Management” and “Executive Officers and Compensation Information”.

 

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ITEM 13:13. 
Certain Relationships and Related Transactions, and Director Independence
Information regardingrequired by this Item 13 is incorporated herein by reference tofrom the Company’s 20102011 Proxy Statement under the Caption:caption: “Corporate Governance”.
ITEM 14:14. 
Principal Accounting Fees and Services
Information regardingrequired by this Item 14 is incorporated herein by reference tofrom the Company’s 20102011 Proxy Statement under the Caption:caption: “Independent Registered Public Accounting Firm”.

 

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PART IV:IV
ITEM 15:15. 
Exhibits, Financial Statement Schedules
(1)(a) 
(1)Financial Statements:Statements: See “Part II. Item 8, Financial Statements and Supplementary Data”.
 
(2) 
Financial Statement SchedulesSchedules: All financial statement schedules for which provision is made in the applicable accounting regulations of the SEC are omitted because they are not required or the required information is included in the accompanying financial statements or notes thereto.
 
(3) Exhibits
Exhibits:
 
3.1 Amended and Restated Articles of Incorporation of the Company. (Incorporated by reference from Form 8-KExhibit 3(i) to the Current Report for the event on May 2, 2002Form 8-K 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-KExhibit 3(ii) to the Current Report for the event on May, 2002Form 8-K filed with the SEC on May 7, 2002; File No. 000-24498.)
 
10.1 10.1 Representative Investment Management Agreement between Diamond Hill Capital Management, Inc. and the Diamond Hill Funds. (Incorporated by reference from Exhibit 23d(viii) to Post-Effective Amendment Nos. 22 and 23 to Registration Statement on Form N1-A (File Nos. 333-22075 and 811-08061) filed by Diamond Hill Funds on December 30, 2005)
 
10.2 10.2 Seventh Amended and Restated Administrative and Transfer Agency Services Agreement dated as of May 31, 2002, as amended, between Diamond Hill Capital Management, Inc. and the Diamond Hill Funds. (Incorporated by reference from Exhibit 28h(ix) to Post-Effective Amendment Nos. 28 and 29 to Registration Statement on Form N1-A (File Nos. 333-22075 and 811-08061) filed by Diamond Hill Funds on April 30, 2009)
 
10.310.3* Amended and Restated 2005 Employee and Director Equity Incentive Plan, as amended January 1, 2008.Plan. (Incorporated by reference from Exhibit 10.6 to Form 10-K filed with the SEC on March 14, 2008; File No. 000-24498.)
 10.4*2005 Employee and Director Equity Incentive Plan First Amendment dated November 2, 2010 and Form of Restricted Stock Agreement reference therein. (Filed herewith)
 10.410.5* Amended and Restated 2006 Performance-Based Compensation Plan, as amended January 1, 2008.Plan. (Incorporated by reference from Exhibit 10.7 to Form 10-K filed with the SEC on March 14, 2008; File No. 000-24498.)
 
10.510.6* Amended and Restated Employment Agreement between the Company and Roderick H. Dillon, Jr. dated August 10, 2006, as amended February 28, 2008.2006. (Incorporated by reference from Exhibit 10.8 to Form 10-K filed with the SEC on March 14, 2008; File No. 000-24498.)
 
10.7* 10.6 First Amendment to the Amended and Restated Employment Agreement between the Company and Roderick H. Dillon, Jr. dated December 2, 2008. (Incorporated by reference from Exhibit 10.6 to Form 10-K filed with the SEC on March 13, 2009; File No. 000-24498.)
 10.8*Form of Participation Agreement to the Amended and Restated 2006 Performance-Based Compensation Plan. (Incorporated by reference from Exhibit 10.7 to Form 10-K/A filed with the SEC on January 29, 2010; File No. 000-24498.)
 14.1 Amended Code of Business Conduct and Ethics. (Incorporated by reference from Exhibit 14.1 to Form 10-K filed with the SEC on March 13, 2009; File No. 000-24498.)
 
21.1 21.1 Subsidiaries of the Company. (Filed herewith)
 
23.1 23.1 Consent of Independent Registered Public Accounting Firm, Plante & Moran, PLLC. (Filed herewith)
 
31.1 31.1 Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). (Filed herewith)
 
31.2 31.2 Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). (Filed herewith)
 
32.1 32.1 Section 1350 Certifications. (Furnished herewith)
*Denotes management contract or compensatory plan or arrangement.
(b)
Exhibits: Reference is made to Item 15(a)(3) above.
(c)
Financial Statement Schedules: None required.

 

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:
     
DIAMOND HILL INVESTMENT GROUP, INC.  
  
By: /S/ R. H. Dillon  
  
 
R. H. Dillon,
 March 5, 2010
President, Chief Executive Officer and a Director   February 25, 2011
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
     
Signature Title Date
     
/S/ R. H. Dillon
 
R. H. Dillon
 President, Chief Executive Officer,
and a Director
 March 5, 2010February 25, 2011
     
/S/ James F. Laird
 
James F. Laird
 Chief Financial Officer, Treasurer,
and Secretary
 March 5, 2010February 25, 2011
     
/S/ Gary R. Young
 
Gary R. Young
 Controller March 5, 2010February 25, 2011
     
/S/ Lawrence E. Baumgartner
DirectorFebruary 25, 2011
 
Lawrence E. Baumgartner
 Director  March 5, 2010
     
/S/ David P. Lauer
DirectorFebruary 25, 2011
 
David P. Lauer
 Director  March 5, 2010
     
/S/ James G. MathiasFrances A. Skinner
DirectorFebruary 25, 2011
 
James G. MathiasFrances A. Skinner
 Director  March 5, 2010
     
/S/ David R. Meuse
DirectorFebruary 25, 2011
 
David R. Meuse
 Director  March 5, 2010
     
/S/ Diane D. Reynolds
DirectorFebruary 25, 2011
 
Diane D. Reynolds
 Director  March 5, 2010
     
/S/ Donald B. Shackelford
DirectorFebruary 25, 2011
 
Donald B. Shackelford
 Director  March 5, 2010

 

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