Form 8-K - Current report

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2024

DIAMOND HILL INVESTMENT GROUP, INC.

(Exact name of registrant as specified in its charter)

Ohio

000-24498

65-0190407

(State or other jurisdiction of
incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

325 John H. McConnell Blvd, Suite 200, Columbus, Ohio 43215

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (614) 255-3333

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

DHIL

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition.

On July 31, 2024, Diamond Hill Investment Group, Inc. (the “Company”) issued a press release reporting its results of operations for the fiscal quarter ended June 30, 2024. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, unless the Company specifically states that the information is to be considered filed under the Exchange Act or incorporates the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended. By furnishing the information in this Form 8-K and the attached exhibit, the Company is making no admission as to the materiality of any information in this Form 8-K or the exhibit.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Company’s Amended and Restated Code of Regulations (“Regulations”) provides that the Company’s board of directors (“Board”) may fix or change the number of directors and may fill any director’s office that is created by an increase in the number of directors; provided, however, that the Board may not increase the number of directors to more than 15 nor reduce the number of directors to less than five. Pursuant to the Regulations, on July 29, 2024, the Board: (1) increased the size of the Board from six directors to seven directors, and (2) appointed Gordon B. Fowler, Jr. to serve as a director on the Board and fill the seat created by the increase in the number of directors on the Board. The Board appointed Mr. Fowler, whom the Board determined is an independent director, upon the recommendation of its Nominating and Governance Committee. Mr. Fowler has also been appointed as a member of the Company’s Audit Committee, Compensation Committee, and Nominating and Governance Committee. Mr. Fowler’s current term continues through the Company’s annual meeting of shareholders in 2025 (“Annual Meeting”).

There are no arrangements or understandings between Mr. Fowler and any other person pursuant to which he was selected as a director. There are no family relationships between Mr. Fowler and any director or executive officer of the Company, and he does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Between his appointment and the Annual Meeting, Mr. Fowler will receive cash compensation of $86,250, which represents three-quarters of the value of the annual restricted stock awarded to directors, and three quarterly director fee payments of $10,000 each, all of which is consistent in value with the Company’s customary director compensation program.

Item 9.01 Financial Statements and Exhibits


Exhibit No.						Description
99.1						Earnings release issued by the Registrant dated July 31, 2024.
99.2						Press release issued by the Registrant dated July 29, 2024 .

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DIAMOND HILL INVESTMENT GROUP, INC.

Date:

July 31, 2024

By:

/s/ Thomas E. Line

Thomas E. Line, Chief Financial Officer and Treasurer

FOR IMMEDIATE RELEASE:


Investor Contact:
Tom Line—Chief Financial Officer
614-255-5989 (tline@diamond-hill.com)


Media Contact:
Lara Hoffmans—Managing Director-Marketing
614-255-5550 (lhoffmans@diamond-hill.com)

DIAMOND HILL INVESTMENT GROUP, INC. REPORTS RESULTS FOR

SECOND QUARTER 2024 AND DECLARES QUARTERLY DIVIDEND

COLUMBUS, Ohio - July 31, 2024 -- Diamond Hill Investment Group, Inc. (Nasdaq: DHIL) today reported unaudited financial results for the second quarter of 2024.

The following are selected highlights for the quarter ended June 30, 2024:

•Assets under management (“AUM”) and assets under advisement (“AUA”) combined were $31.1 billion, compared to $29.2 billion as of December 31, 2023, and $27.9 billion as of June 30, 2023.

•Average AUM and AUA combined were $31.1 billion, compared to $26.8 billion for the second quarter of 2023.

•Net client inflows were $229.0 million, compared to $103.0 million of net outflows for the second quarter of 2023.

•Revenue was $36.7 million, compared to $33.4 million for the second quarter of 2023.

•Net operating profit margin was 33%, compared to 23% for the second quarter of 2023.

•Adjusted net operating profit margin1 was 31%, compared to 30% for the second quarter of 2023.

•Investment loss was $0.7 million, compared to investment income of $6.3 million for the second quarter of 2023.

•Net income attributable to common shareholders was $8.1 million, compared to $9.4 million for the second quarter of 2023.

•Earnings per share attributable to common shareholders - diluted was $2.93, compared to $3.18 for the second quarter of 2023.

•Adjusted earnings per share attributable to common shareholders - diluted2 was $2.88, compared to $2.35 for the second quarter of 2023.

•The Company returned a total of $9.4 million to its shareholders - $5.2 million through the repurchase of 34,941 common shares and $4.2 million through a dividend of $1.50 per common share.

“We are pleased to see continued strong performance and growth in our fixed income strategies, which contributed to an increase in average assets under management and advisement in the first half,” said Heather Brilliant, CEO. “This growth in fixed income combined with strong equity markets resulted in higher revenue. We remain committed to delivering great outcomes for clients in asset classes where we have competitive advantages.”

_____________________________________________

1 Adjusts the financial measure calculated in accordance with U.S. generally accepted accounting principles (“GAAP”) for the impact of market movements on the deferred compensation liability and related economic hedges, and the impact of any consolidated funds. During the second quarter of 2024, no Diamond Hill Funds were consolidated; during the second quarter of 2023, the Diamond Hill International Fund was consolidated. Each Diamond Hill Fund consolidated during the applicable period is referred to as a “Consolidated Fund.” See the reconciliation to the comparable GAAP financial measure at the end of this earnings release.

2 Adjusts the financial measure calculated in accordance with GAAP for the impact of the Consolidated Fund(s) and investment income related to certain other investments. See the reconciliation to the comparable GAAP financial measure at the end of this earnings release.

Dividend:

The Company’s board of directors approved the payment of a regular quarterly cash dividend of $1.50 per common share. The dividend will be paid on September 13, 2024, to the Company’s shareholders of record as of the close of business on August 29, 2024.

Selected Income Statement Data


	Three Months Ended June 30,
	2024		2023		% Change
Revenue	$	36,661,333	$	33,350,637	10%
Compensation and related costs, excluding deferred compensation expense (benefit)	18,330,666		17,399,350		5%
Deferred compensation expense (benefit)	(869,135)		1,982,724		NM
Other expenses	7,067,191		6,182,380		14%
Total operating expenses	24,528,722		25,564,454		(4)%
Net operating income	12,132,611		7,786,183		56%
Investment income (loss), net	(654,591)		6,276,708		NM
Net income before taxes	11,478,020		14,062,891		(18)%
Income tax expense	(3,352,180)		(3,893,942)		(14)%
Net income	8,125,840		10,168,949		(20)%
Net income attributable to redeemable noncontrolling interest	—		(736,470)		(100)%
Net income attributable to common shareholders	$	8,125,840	$	9,432,479	(14)%

Earnings per share attributable to common shareholders - diluted	$	2.93	$	3.18	(8)%
Weighted average shares outstanding - diluted	2,769,427		2,970,357		(7)%

	Six Months Ended June 30,
	2024		2023		% Change
Revenue	$	72,956,263	$	67,341,140	8%
Compensation and related costs, excluding deferred compensation expense	36,478,131		33,762,258		8%
Deferred compensation expense	2,321,228		2,727,235		(15)%
Other expenses	13,721,467		12,123,897		13%
Total operating expenses	52,520,826		48,613,390		8%
Net operating income	20,435,437		18,727,750		9%
Investment income, net	8,711,087		14,359,446		(39)%
Net income before taxes	29,146,524		33,087,196		(12)%
Income tax expense	(8,004,751)		(8,815,200)		(9)%
Net income	21,141,773		24,271,996		(13)%
Net income attributable to redeemable noncontrolling interest	—		(2,131,965)		NM
Net income attributable to common shareholders	$	21,141,773	$	22,140,031	(5)%

Earnings per share attributable to common shareholders - diluted	$	7.57	$	7.39	2%
Weighted average shares outstanding - diluted	2,793,133		2,997,574		(7)%

Selected Assets Under Management and Assets Under Advisement Data



	Change in AUM and AUA
	For the Three Months Ended June 30,
(in millions)	2024		2023
AUM at beginning of the period	$	29,979	$	24,927
Net cash inflows (outflows)
Diamond Hill Funds	117		(200)
Separately managed accounts	(185)		(173)
Collective investment trusts	247		(134)
Other pooled vehicles	50		404
	229		(103)
Net market appreciation (depreciation) and income	(917)		1,242
Increase (decrease) during the period	(688)		1,139
AUM at end of the period	29,291		26,066
AUA at end of period	1,843		1,788
Total AUM and AUA at end of period	$	31,134	$	27,854

Average AUM during the period	$	29,206	$	25,056
Average AUA during the period	1,866		1,792
Total average AUM and AUA during the period	$	31,072	$	26,848

	Change in AUM and AUA
	For the Six Months Ended June 30,
(in millions)	2024		2023
AUM at beginning of the period	$	27,418	$	24,763
Net cash inflows (outflows)
Diamond Hill Funds	209		(89)
Separately managed accounts	(347)		(89)
Collective investment trusts	417		(116)
Other pooled vehicles	68		276
	347		(18)
Net market appreciation and income	1,526		1,321
Increase during the period	1,873		1,303
AUM at end of the period	29,291		26,066
AUA at end of period	1,843		1,788
Total AUM and AUA at end of period	$	31,134	$	27,854

Average AUM during the period	$	28,652	$	25,269
Average AUA during the period	1,833		1,818
Total average AUM and AUA during the period	$	30,485	$	27,087


	Net Cash Inflows (Outflows) Further Breakdown
	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(in millions)	2024		2023		2024		2023
Net cash inflows (outflows)
Equity	$	(345)	$	(237)	$	(722)	$	(716)
Fixed Income	574		134		1,069		698
	$	229	$	(103)	$	347	$	(18)

About Diamond Hill:

Diamond Hill invests on behalf of clients through a shared commitment to its valuation-driven investment principles, long-term

perspective, capacity discipline and client alignment. An independent active asset manager with significant employee ownership, Diamond Hill’s investment strategies include differentiated U.S. and international equity, alternative long-short equity and fixed income.

Non-GAAP Financial Measures and Reconciliation

As supplemental information, the Company is providing certain financial measures that are based on methodologies other than GAAP (“non-GAAP”). Management believes the non-GAAP financial measures below are useful measures of the Company’s core business activities, are important metrics in estimating the value of an asset management business, and help facilitate comparisons to Company operating performance across periods. These non-GAAP financial measures should not be used as a substitute for financial measures calculated in accordance with GAAP and may be calculated differently by other companies. The following schedules reconcile the differences between financial measures calculated in accordance with GAAP and non-GAAP financial measures for the three-month and six-month periods ended June 30, 2024 and 2023, respectively.


	Three Months Ended June 30, 2024
(in thousands, except percentages and per share data)	Total operating expenses		Net operating income		Total non-operating income (loss)		Income tax expense(4)		Net income attributable to common shareholders		Earnings per share attributable to common shareholders - diluted		Net operating profit margin
GAAP Basis	$	24,529	$	12,133	$	(655)	$	3,352	$	8,126	$	2.93	33	%
Non-GAAP Adjustments:
Deferred compensation liability(1)	869		(869)		869		—		—		—		(2)	%
Other investment income(3)	—		—		(214)		(62)		(152)		(0.05)		—
Adjusted Non-GAAP basis	$	25,398	$	11,264	$	—	$	3,290	$	7,974	$	2.88	31	%

	Three Months Ended June 30, 2023
(in thousands, except percentages and per share data)	Total operating expenses		Net operating income		Total non-operating income (loss)		Income tax expense(4)		Net income attributable to common shareholders		Earnings per share attributable to common shareholders - diluted		Net operating profit margin
GAAP Basis	$	25,564	$	7,786	$	6,277	$	3,894	$	9,432	$	3.18	23	%
Non-GAAP Adjustments:
Deferred compensation liability(1)	(1,983)		1,983		(1,983)		—		—		—		7	%
Consolidated Funds(2)	—		110		(2,393)		(452)		(1,095)		(0.37)		—
Other investment income(3)	—		—		(1,901)		(555)		(1,346)		(0.46)		—
Adjusted Non-GAAP basis	$	23,581	$	9,879	$	—	$	2,887	$	6,991	$	2.35	30	%

	Six Months Ended June 30, 2024
(in thousands, except percentages and per share data)	Total operating expenses		Net operating income		Total non-operating income (loss)		Income tax expense(4)		Net income attributable to common shareholders		Earnings per share attributable to common shareholders - diluted		Net operating profit margin
GAAP Basis	$	52,521	$	20,435	$	8,711	$	8,005	$	21,142	$	7.57	28	%
Non-GAAP Adjustments:
Deferred compensation liability(1)	(2,321)		2,321		(2,321)		—		—		—		3	%
Other investment income(3)	—		—		(6,390)		(1,757)		(4,633)		(1.66)		—
Adjusted Non-GAAP basis	$	50,200	$	22,756	$	—	$	6,248	$	16,509	$	5.91	31	%

	Six Months Ended June 30, 2023
(in thousands, except percentages and per share data)	Total operating expenses		Net operating income		Total non-operating income (loss)		Income tax expense(4)		Net income attributable to common shareholders		Earnings per share attributable to common shareholders - diluted		Net operating profit margin
GAAP Basis	$	48,613	$	18,728	$	14,359	$	8,815	$	22,140	$	7.39	28	%
Non-GAAP Adjustments:
Deferred compensation liability (1)	(2,727)		2,727		(2,727)		—		—		—		4	%
Consolidated Funds(2)	—		209		(7,418)		(1,447)		(3,630)		(1.21)		—
Other investment income(3)	—		—		(4,214)		(1,201)		(3,013)		(1.01)		—
Adjusted Non-GAAP basis	$	45,886	$	21,664	$	—	$	6,167	$	15,497	$	5.17	32	%

(1) This non-GAAP adjustment removes the compensation expense resulting from market valuation changes in the Company’s deferred compensation plans’ liability and the related net gains/losses on investments designated as an economic hedge against the related liability. Amounts deferred under the deferred compensation plans are adjusted for appreciation/depreciation of investments chosen by participants. The Company believes it is useful to offset the non-operating investment income or loss realized on the hedges against the related compensation expense and remove the net impact to help readers understand the Company’s core operating results and to improve comparability from period to period.

(2) This non-GAAP adjustment removes the impact that the Consolidated Fund has on the Company’s GAAP consolidated statements of income. Specifically, the Company adds back the operating expenses and subtracts the investment income of the Consolidated Fund. The adjustment to net operating income represents the operating expenses of the Consolidated Fund, net of the elimination of related management and administrative fees. The adjustment to net income attributable to common shareholders represents the net income of the Consolidated Fund, net of redeemable non-controlling interests. The Company believes removing the impact of the Consolidated Fund helps readers understand its core operating results and improves comparability from period to period.

(3) This non-GAAP adjustment represents the net gains or losses earned on the Company’s non-consolidated investment portfolio that are not designated as economic hedges of the deferred compensation plans’ liability, non-consolidated seed investments, and other investments. The Company believes adjusting for these non-operating income or loss items helps readers understand the Company’s core operating results and improves comparability from period to period.

(4) The income tax expense impacts were calculated and resulted in the overall non-GAAP effective tax rates of 29.2% for the three months ended June 30, 2024, 29.2% for the three months ended June 30, 2023, 27.5% for the six months ended June 30, 2024, and 28.5% for the six months ended June 30, 2023

The Company does not recommend that investors consider non-GAAP financial measures alone, or as a substitute for, financial information prepared in accordance with GAAP.

Cautionary Note Regarding Forward-Looking Statements

Throughout this press release, the Company may make “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, as amended (the “PSLR Act”), Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are provided under the “safe harbor” protection of the PSLR Act of 1995. Forward-looking statements include, but are not limited to, statements regarding anticipated operating results, prospects and levels of AUM or AUA, technological developments, economic trends (including interest rates and market volatility), expected transactions and similar matters. The words “may,” “believe,” “expect,” “anticipate,” “target,” “goal,” “project,” “estimate,” “guidance,” “forecast,” “outlook,” “would,” “will,” “continue,” “likely,” “should,” “hope,” “seek,” “plan,” “intend,” and variations of such words and similar expressions identify forward-looking statements. Similarly, descriptions of the Company’s objectives, strategies, plans, goals, or targets are also forward-looking statements. Forward-looking statements are based on the Company’s expectations at the time such statements are made, speak only as of the dates they are made and are susceptible to a number of risks, uncertainties and other factors. 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 Company’s actual results and experiences may differ materially from the anticipated results or other expectations expressed in its forward-looking statements.

Factors that may cause the Company’s actual results or experiences to differ materially from results discussed in forward-looking statements are discussed under Part I, Item 1A (Risk Factors) and elsewhere in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as well as in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. These factors include, but are not limited to: (i) any reduction in the Company’s AUM or AUA; (ii) withdrawal, renegotiation, or termination of investment advisory agreements; (iii) damage to the Company’s reputation; (iv) failure to comply with investment guidelines or other contractual requirements; (v) challenges from the competition the Company faces in its business; (vi) challenges from industry trends towards lower fee strategies and model portfolio arrangements; (vii) adverse regulatory and legal developments; (viii) unfavorable changes in tax laws or limitations; (ix) interruptions in or failure to provide critical technological service by the Company or third parties; (x) adverse civil litigation and government investigations or proceedings; (xi) failure to adapt to or successfully incorporate technological changes, such as artificial intelligence, into the Company’s business; (xii) risk of loss on the Company’s investments; (xiii) lack of sufficient capital on satisfactory terms; (xiv) losses or costs not covered by insurance; (xv) a decline in the performance of the Company’s products; (xvi) changes in interest rates and inflation; (xvii) changes in national and local economic and political conditions; (xviii) the continuing economic uncertainty in various parts of the world; (xix) the after-effects of the COVID-19 pandemic and

the actions taken in connection therewith; (xx) political uncertainty caused by, among other things, political parties, economic nationalist sentiments, tensions surrounding the current socioeconomic landscape; and (xxi) other risks identified from time-to-time in the Company’s public documents on file with the U.S. Securities and Exchange Commission.

In light of the significant uncertainties in forward-looking statements, the inclusion of such information should not be regarded as a representation by the Company or any other person that its expectations, objectives and plans will be achieved. All forward-looking statements made in this press release are based on information presently available to the management of the Company and speak only as of the date hereof. Readers are cautioned not to place undue reliance on forward-looking statements. New risks and uncertainties arise from time to time, and factors that the Company currently deems immaterial may become material, and it is impossible for the Company to predict these events or how they may affect it. The Company assumes no obligation to update any forward-looking statements after the date they are made, whether as a result of new information, future events or developments or otherwise, except as required by law, although it may do so from time to time. The Company does not endorse any projections regarding future performance that may be made by third parties.

325 John H. McConnell Blvd, Suite 200, Columbus, Ohio 43215 614-255-3333 info@diamond-hill.com

Diamond Hill Appoints Gordon Fowler to its Board of Directors

COLUMBUS, Ohio, July 29, 2024 – The Board of Directors (“Board”) of Diamond Hill Investment Group Inc. (NASDAQ: DHIL) (“Diamond Hill”) today announced the appointment of Gordon Fowler as Director. Mr. Fowler will be one of six independent directors of the Company’s seven-person board, and will serve on the Audit Committee, the Compensation Committee and the Nominating and Governance Committee.

“We are pleased to welcome Gordon to our Board,” said Heather Brilliant, Diamond Hill CEO. “Gordon’s impressive experience will be additive as we remain committed to generating long-term investment outcomes and building on our deep expertise across asset classes important to our clients.”

Mr. Fowler brings more than 40 years of experience in the financial services industry across various roles. He has held numerous roles over a 20-year tenure at the Glenmede Corporation and the Glenmede Trust Company, including most recently leading the business as CEO and President of Glenmede. Mr. Fowler began his career in 1981 at J.P. Morgan Chase where he held various roles before progressing to Chief Investment Officer of the J.P. Morgan Private Bank. He currently serves on the boards of The Jeffrey Company, the Curtis Institute of Music, and the Princeton Theological Seminary.

“Diamond Hill’s investment philosophy and commitment to client experience are aligned with my own, and I look forward to working with this group to further solidify the firm’s position as a leader in active management,” said Fowler.

Mr. Fowler earned his Bachelor of Arts in African Political Economy from Brown University and a Master of Science in Statistics and Operations Research from the Stern School of Business at New York University.

About Diamond Hill:
Diamond Hill invests on behalf of clients through a shared commitment to its valuation-driven investment principles, long-term perspective, capacity discipline and client alignment. An independent active asset manager with significant employee ownership, Diamond Hill's investment strategies include differentiated U.S. and international equity, alternative long-short equity and fixed income. As of June 30, 2024, Diamond Hill’s assets under management and assets under advisement totaled $31.1 billion. For more information visit www.diamond-hill.com.

Media Contact

Prosek Partners

pro-diamondhill@prosek.com

Cover Page Cover Page	Jul. 29, 2024
Cover [Abstract]
Entity Central Index Key	0000909108
Title of 12(b) Security	Common Stock, no par value
Document Period End Date	Jul. 29, 2024
Entity Registrant Name	DIAMOND HILL INVESTMENT GROUP, INC.
Entity Incorporation, State or Country Code	OH
Document Type	8-K
Entity File Number	000-24498
Entity Tax Identification Number	65-0190407
Entity Address, Address Line One	325 John H. McConnell Blvd, Suite 200
Entity Address, City or Town	Columbus
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43215
City Area Code	614
Local Phone Number	255-3333
Trading Symbol	DHIL
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false