Table of Contents




 
United States
Securities and Exchange Commission
Washington, D.C. 20549
 
Form 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 20182019

OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from         to     
Commission file number 000-24498
 
 
diamondhillinvgroup4ca01a08.jpgdhillogo.jpg


DIAMOND HILL INVESTMENT GROUP INC.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, Ohio43215
(Address of principal executive offices) (Zip Code)
(614) (614) 255-3333
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.     Yes:  x    No:  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer ¨  Accelerated filer x
       
Non-accelerated filer 
¨ (Do not check if a smaller reporting company)
  Smaller reporting company ¨
       
Emerging growth company ¨    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes:  ¨    No:  x

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, no par valueDHILThe NASDAQ Stock Market LLC
The number of shares outstanding of the issuer’s common stock, as of October 30, 2018,29, 2019, is 3,511,5413,384,158 shares.
 







DIAMOND HILL INVESTMENT GROUP, INC.
 
  PAGE
  
   
Item 1.
   
Item 2.
   
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
   
Item 5.4.
   
Item 6.1.
Item 1A.
Item 2.
Item 3.
  
Item 4.
Item 5.
Item 6.




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PART I:FINANCIAL INFORMATION
 
ITEM 1:Consolidated Financial Statements
Diamond Hill Investment Group, Inc.
Consolidated Balance Sheets
 
9/30/2018 12/31/20179/30/2019 12/31/2018
(Unaudited)  (Unaudited)  
ASSETS      
Cash and cash equivalents$100,619,433
 $76,602,108
$118,113,741
 $84,430,059
Investment portfolio212,389,477
 138,476,022
Investments133,978,699
 203,488,217
Accounts receivable19,365,969
 19,220,279
16,269,731
 20,290,283
Prepaid expenses2,305,652
 2,073,343
2,941,894
 2,372,712
Income taxes receivable
 4,114,962
Property and equipment, net of depreciation3,908,750
 4,057,901
6,018,420
 3,680,472
Deferred taxes7,553,479
 5,843,704
12,388,377
 11,466,100
Total assets$346,142,760
 $250,388,319
$289,710,862
 $325,727,843
LIABILITIES AND SHAREHOLDERS’ EQUITY      
Liabilities      
Accounts payable and accrued expenses$13,654,401
 $11,890,403
$7,651,105
 $15,561,491
Accrued incentive compensation21,709,000
 25,496,500
18,342,000
 26,754,167
Income taxes payable1,416,612
 2,768,681
Deferred compensation25,432,661
 20,480,790
28,416,798
 22,387,874
Income taxes payable640,811
 
Total liabilities61,436,873
 57,867,693
55,826,515
 67,472,213
Redeemable noncontrolling interest60,714,693
 20,076,806
10,662,345
 62,679,687
Permanent Shareholders’ equity      
Common stock, no par value 7,000,000 shares authorized; 3,534,148 issued and outstanding at September 30, 2018 (inclusive of 207,500 unvested shares); 3,470,428 issued and outstanding at December 31, 2017 (inclusive of 191,900 unvested shares)130,555,846
 118,209,111
Common stock, no par value: 7,000,000 shares authorized; 3,403,739 issued and outstanding at September 30, 2019 (inclusive of 235,144 unvested shares); 3,499,285 issued and outstanding at December 31, 2018 (inclusive of 211,575 unvested shares)111,265,293
 124,933,060
Preferred stock, undesignated, 1,000,000 shares authorized and unissued
 

 
Deferred equity compensation(22,502,206) (19,134,963)(22,239,482) (22,008,054)
Retained earnings115,937,554
 73,369,672
134,196,191
 92,650,937
Total permanent shareholders’ equity223,991,194
 172,443,820
223,222,002
 195,575,943
Total liabilities and shareholders’ equity$346,142,760
 $250,388,319
$289,710,862
 $325,727,843
      
Book value per share$63.38
 $49.69
$65.58
 $55.89
The accompanying notes are an integral part of these consolidated financial statements.


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Diamond Hill Investment Group, Inc.
Consolidated Statements of Income (unaudited)
 
Three Months Ended 
 September 30,
 Nine Months Ended 
 September 30,
Three Months Ended 
 September 30,
 Nine Months Ended 
 September 30,
2018 2017 2018 20172019 2018 2019 2018
REVENUES:              
Investment advisory$34,928,205
 $33,782,603
 $103,085,767
 $98,105,905
$32,498,101
 $34,928,205
 $94,521,491
 $103,085,767
Mutual fund administration, net2,543,442
 2,989,026
 8,095,596
 9,247,339
2,094,271
 2,543,442
 6,195,272
 8,095,596
Total revenue37,471,647
 36,771,629

111,181,363

107,353,244
34,592,372
 37,471,647

100,716,763

111,181,363
OPERATING EXPENSES:              
Compensation and related costs15,441,623
 14,446,102
 44,401,217
 42,438,985
16,071,176
 15,441,623
 47,665,109
 44,401,217
General and administrative2,962,220
 3,088,000
 8,748,419
 9,556,585
3,543,236
 2,962,220
 10,331,295
 8,748,419
Sales and marketing1,281,856
 1,230,306
 3,793,382
 3,612,877
1,443,328
 1,281,856
 4,261,311
 3,793,382
Mutual fund administration870,103
 1,119,889
 2,769,009
 3,149,242
778,093
 870,103
 2,488,809
 2,769,009
Total operating expenses20,555,802
 19,884,297

59,712,027

58,757,689
21,835,833
 20,555,802

64,746,524

59,712,027
NET OPERATING INCOME16,915,845
 16,887,332
 51,469,336
 48,595,555
12,756,539
 16,915,845
 35,970,239
 51,469,336
Investment income, net5,210,332
 2,767,747
 7,216,278
 9,673,720
2,822,947
 5,210,332
 23,627,419
 7,216,278
INCOME BEFORE TAXES22,126,177
 19,655,079

58,685,614

58,269,275
15,579,486
 22,126,177

59,597,658

58,685,614
Income tax expense(5,726,807) (6,496,980) (14,446,092) (19,018,708)(4,062,849) (5,726,807) (14,367,605) (14,446,092)
NET INCOME16,399,370
 13,158,099

44,239,522

39,250,567
11,516,637
 16,399,370

45,230,053

44,239,522
Less: Net income attributable to redeemable noncontrolling interest(1,191,317) (459,252) (1,671,640) (1,156,385)
Net income attributable to redeemable noncontrolling interest(99,177) (1,191,317) (3,684,799) (1,671,640)
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS$15,208,053
 $12,698,847

$42,567,882

$38,094,182
$11,417,460
 $15,208,053

$41,545,254

$42,567,882
Earnings per share attributable to common shareholders    
      
  
Basic$4.31
 $3.68
 $12.12
 $11.07
$3.35
 $4.31
 $12.00
 $12.12
Diluted$4.31
 $3.67
 $12.11
 $11.05
$3.35
 $4.31
 $12.00
 $12.11
Weighted average shares outstanding              
Basic3,530,586
 3,454,178
 3,512,547
 3,442,402
3,411,632
 3,530,586
 3,460,959
 3,512,547
Diluted3,532,346
 3,461,418
 3,514,517
 3,447,976
3,411,632
 3,532,346
 3,461,159
 3,514,517
The accompanying notes are an integral part of these consolidated financial statements.


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Diamond Hill Investment Group, Inc.
Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interest (unaudited)


Shares
Outstanding
 
Common
Stock
 
Deferred Equity
Compensation
 
Retained
Earnings
 Total Redeemable Noncontrolling InterestThree Months Ended September 30, 2019
Balance at December 31, 20173,470,428
 $118,209,111
 $(19,134,963) $73,369,672
 $172,443,820
 $20,076,806
Shares
Outstanding
 
Common
Stock
 
Deferred Equity
Compensation
 
Retained
Earnings
 Total Redeemable Noncontrolling Interest
Balance at June 30, 20193,443,464
 $116,835,709
 $(21,919,702) $122,778,731
 $217,694,738
 $34,076,350
Issuance of restricted stock grants63,950
 12,298,334
 (12,298,334) 
 
 
23,219
 3,207,195
 (3,207,195) 
 
 
Amortization of restricted stock grants
 
 4,814,465
 
 4,814,465
 

 
 1,498,405
 
 1,498,405
 
Issuance of stock grants20,153
 4,109,197
 
 
 4,109,197
 
Issuance of common stock related to 401k plan match4,551
 628,465
 
 
 628,465
 
Shares withheld related to employee tax withholding(3,088) (437,631) 
 
 (437,631) 
Forfeiture of restricted stock grants(7,200) (1,389,010) 1,389,010
 
 
 
Repurchase of common stock(57,207) (7,579,435) 
 
 (7,579,435) 
Net income
 
 
 11,417,460
 11,417,460
 99,177
Net subscriptions of Consolidated Funds
 
 
 
 
 538,128
Net deconsolidations of Company sponsored investments
 
 
 
 
 (24,051,310)
Balance at September 30, 20193,403,739
 $111,265,293
 $(22,239,482) $134,196,191
 $223,222,002
 $10,662,345
           
Three Months Ended September 30, 2018
Shares
Outstanding
 
Common
Stock
 
Deferred Equity
Compensation
 
Retained
Earnings
 Total Redeemable Noncontrolling Interest
Balance at June 30, 20183,532,634
 $130,369,411
 $(24,019,869) $100,729,501
 $207,079,043
 $50,777,801
Issuance of restricted stock grants2,300
 380,397
 (380,397) 
 
 
Amortization of restricted stock grants
 
 1,798,230
 
 1,798,230
 
Issuance of common stock related to 401k plan match8,481
 1,658,358
 
 
 1,658,358
 
3,239
 591,232
 
 
 591,232
 
Shares withheld related to employee tax withholding(7,964) (1,602,528) 
 
 (1,602,528) 
(3,525) (685,364) 
 
 (685,364) 
Forfeiture of restricted stock grants(20,900) (4,116,626) 4,116,626
 
 
 
(500) (99,830) 99,830
 
 
 
Net income
 
 
 42,567,882
 42,567,882
 1,671,640

 
 
 15,208,053
 15,208,053
 1,191,317
Net subscriptions of Consolidated Funds
 
 
 
 
 22,521,607
New consolidations of Company sponsored investments
 
 
 
 
 16,444,640
Net subscriptions of consolidated funds
 
 
 
 
 8,745,575
Balance at September 30, 20183,534,148
 $130,555,846
 $(22,502,206) $115,937,554
 $223,991,194
 $60,714,693
3,534,148
 $130,555,846
 $(22,502,206) $115,937,554
 $223,991,194
 $60,714,693



The accompanying notes are an integral part of these consolidated financial statements.












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Diamond Hill Investment Group, Inc.
Consolidated Statements of Cash FlowsShareholders’ Equity and Redeemable Noncontrolling Interest (unaudited) (Continued)

 Nine Months Ended 
 September 30,
 2018 2017
CASH FLOWS FROM OPERATING ACTIVITIES:   
Net Income$44,239,522
 $39,250,567
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation868,243
 659,707
Share-based compensation6,472,823
 6,258,112
(Increase) decrease in accounts receivable(90,525) 143,920
Change in current income taxes4,755,773
 (432,068)
Change in deferred income taxes(1,709,775) (1,653,524)
Net gains on investments(3,184,197) (7,829,950)
Net change in securities held by Consolidated Funds(47,246,344) (5,639,151)
Increase in accrued incentive compensation321,697
 2,268,924
Increase in deferred compensation4,951,871
 5,388,568
Other changes in assets and liabilities252,238
 2,188,850
Net cash provided by operating activities9,631,326
 40,603,955
CASH FLOWS FROM INVESTING ACTIVITIES:   
Purchase of property and equipment(699,917) (509,750)
Purchase of Company sponsored investments(4,362,077) (13,372,301)
Proceeds from sale of Company sponsored investments1,789,359
 2,745,690
Net cash used in investing activities(3,272,635) (11,136,361)
CASH FLOWS FROM FINANCING ACTIVITIES:   
Value of shares withheld related to employee tax withholding(1,602,528) (2,789,949)
Net subscriptions received from redeemable noncontrolling interest holders19,261,162
 6,022,875
Net cash provided by financing activities17,658,634
 3,232,926
CASH AND CASH EQUIVALENTS   
Net change during the period24,017,325
 32,700,520
At beginning of period76,602,108
 57,189,876
At end of period$100,619,433
 $89,890,396
Supplemental cash flow information:   
Income taxes paid$11,400,094
 $21,104,300
Supplemental disclosure of non-cash transactions:   
Common stock issued as incentive compensation$4,109,197
 $3,892,424
Charitable donation of corporate investments and property and equipment1,989,803
 1,748,841
Net subscriptions (redemptions) of ETF shares for marketable securities3,260,445
 (1,555,305)
 Nine Months Ended September 30, 2019
 
Shares
Outstanding
 
Common
Stock
 
Deferred Equity
Compensation
 
Retained
Earnings
 Total Redeemable Noncontrolling Interest
Balance at December 31, 20183,499,285
 $124,933,060
 $(22,008,054) $92,650,937
 $195,575,943
 $62,679,687
Issuance of restricted stock grants52,269
 7,233,016
 (7,233,016) 
 
 
Amortization of restricted stock grants
 
 4,874,121
 
 4,874,121
 
Issuance of stock grants24,048
 3,655,296
 
 
 3,655,296
 
Issuance of common stock related to 401k plan match13,027
 1,850,080
 
 
 1,850,080
 
Shares withheld related to employee tax withholding(7,388) (1,039,631) 
 
 (1,039,631) 
Forfeiture of restricted stock grants(11,700) (2,127,467) 2,127,467
 
 
 
Repurchase of common stock(165,802) (23,239,061) 
 
 (23,239,061) 
Net income
 
 
 41,545,254
 41,545,254
 3,684,799
Net subscriptions of Consolidated Funds
 
 
 
 
 5,689,957
Net deconsolidations of Company sponsored investments
 
 
 
 
 (61,392,098)
Balance at September 30, 20193,403,739
 $111,265,293
 $(22,239,482) $134,196,191
 $223,222,002
 $10,662,345
            
 Nine Months Ended September 30, 2018
 
Shares
Outstanding
 
Common
Stock
 
Deferred Equity
Compensation
 
Retained
Earnings
 Total Redeemable Noncontrolling Interest
Balance at December 31, 20173,470,428
 $118,209,111
 $(19,134,963) $73,369,672
 $172,443,820
 $20,076,806
Issuance of restricted stock grants63,950
 12,298,334
 (12,298,334) 
 
 
Amortization of restricted stock grants
 
 4,814,465
 
 4,814,465
 
Issuance of stock grants20,153
 4,109,197
 
 
 4,109,197
 
Issuance of common stock related to 401k plan match8,481
 1,658,358
 
 
 1,658,358
 
Shares withheld related to employee tax withholding(7,964) (1,602,528) 
 
 (1,602,528) 
Forfeiture of restricted stock grants(20,900) (4,116,626) 4,116,626
 
 
 
Net income
 
 
 42,567,882
 42,567,882
 1,671,640
Net subscriptions of consolidated funds
 
 
 
 
 22,521,607
Net consolidations of Company sponsored investments
 
 
 
 
 16,444,640
Balance at September 30, 20183,534,148
 $130,555,846
 $(22,502,206) $115,937,554
 $223,991,194
 $60,714,693
The accompanying notes are an integral part of these consolidated financial statements.




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Diamond Hill Investment Group, Inc.
Consolidated Statements of Cash Flows (unaudited)
 Nine Months Ended 
 September 30,
 2019 2018
CASH FLOWS FROM OPERATING ACTIVITIES:   
Net Income$45,230,053
 $44,239,522
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation892,463
 868,243
Share-based compensation6,724,201
 6,472,823
Increase in accounts receivable(4,067,885) (90,525)
(Decrease) increase in current income taxes payable(1,352,069) 4,755,773
Change in deferred income taxes(922,277) (1,709,775)
Net gains on investments(17,465,565) (3,184,197)
Net change in securities held by Consolidated Funds10,149,201
 (47,246,344)
(Decrease) increase in accrued incentive compensation(4,756,871) 321,697
Increase in deferred compensation6,028,924
 4,951,871
Other changes in assets and liabilities(388,751) 252,238
Net cash provided by operating activities40,071,424
 9,631,326
CASH FLOWS FROM INVESTING ACTIVITIES:   
Purchases of property and equipment(609,836) (699,917)
Purchases of Company sponsored investments(10,955,556) (4,362,077)
Proceeds from sale of Company sponsored investments43,245,298
 1,789,359
Net cash on deconsolidation of Company sponsored investments(22,723,853) 
Net cash provided by (used in) investing activities8,956,053
 (3,272,635)
CASH FLOWS FROM FINANCING ACTIVITIES:   
Value of shares withheld related to employee tax withholding(1,039,631) (1,602,528)
Net subscriptions received from redeemable noncontrolling interest holders8,934,897
 19,261,162
Repurchase of common stock(23,239,061) 
Net cash (used in) provided by financing activities(15,343,795) 17,658,634
CASH AND CASH EQUIVALENTS   
Net change during the period33,683,682
 24,017,325
At beginning of period84,430,059
 76,602,108
At end of period$118,113,741
 $100,619,433
Supplemental cash flow information:   
Income taxes paid$16,641,951
 $11,400,094
Supplemental disclosure of non-cash transactions:   
Common stock issued as incentive compensation$3,655,296
 $4,109,197
Charitable donation of corporate investments
 1,989,803
Net (redemptions) subscriptions of ETF shares for marketable securities(3,244,940) 3,260,445

The accompanying notes are an integral part of these consolidated financial statements.

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Diamond Hill Investment Group, Inc.
Notes to Consolidated Financial Statements (unaudited)
Note 1 Business and Organization
Diamond Hill Investment Group, Inc. (the "Company"), an Ohio corporation, derives its consolidated revenues and net income from investment advisory and fund administration services.
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, a private investment funds ("Private Funds"), an exchange traded fund, (the "ETF"), and other institutionalseparately managed accounts. In addition, DHCM is also administrator for the Funds.
Note 2 Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements as of September 30, 20182019 and December 31, 2017,2018, and for the three- and nine-month periods ended September 30, 20182019 and 2017,2018, for Diamond Hill Investment Group, Inc. and its subsidiaries (referred to in these notes to the condensed consolidated financial statements as "the Company," "management," "we," "us," and "our") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") and with the instructions to Form 10-Q and Article 10 of the Securities and Exchange Commission ("SEC"(the "SEC") Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair statement of the financial condition and results of operations at the dates and for the interim periods presented have been included. The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for any full fiscal year. These unaudited condensed consolidated financial statements and footnotes should be read in conjunction with the audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017 ("20172018 (the "2018 Annual Report") as filed with the SEC.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions related to the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
Reclassification
Certain prior period amounts and disclosures may have been reclassified to conform to the current period's financial presentation.
Principles of Consolidation
The accompanying consolidated financial statements include the operations of the Company and its controlled subsidiaries. All inter-company transactions and balances have been eliminated in consolidation.
The Company holds certain investments in the Funds, and previously held an investment in an exchange traded fund (the "ETF") advised by the ETFCompany, for general corporate investment purposes, to provide seed capital for newly formed strategies or to add capital to existing strategies. The Funds are organized in a series fund structure in which there are multiple mutual funds within one Trust. The Trust is an open-end investment company registered under the Investment Company Act of 1940, as amended (the"1940 Act"). The ETF iswas an individual series of ETF Series Solutions which iswas also an open-end investment company registered under the 1940 Act. The ETF liquidated and its assets were distributed to its shareholders on April 5, 2019. Each of the individual mutual funds andrepresents (and the ETF representsrepresented) a separate share class of a legal entity organized under the Trust. The Company performs its analysis at the individual mutual fund and ETF level and has concluded the mutual funds are, and the ETF arewas, voting rights entities ("VREs") because the structure of the investment product is such that the shareholders are deemed to have the power through voting rights to direct the activities that most significantly impact the entity's economic performance. To the extent material, these investment products are consolidated if Company ownership, directly or indirectly, represents a majority interest (greater than 50%). The Company records redeemable noncontrolling interests in consolidated investments for which the Company's ownership is less

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than 100%. The Company has consolidated the ETF,

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the Diamond Hill Core Bond Fund, the Diamond Hill High YieldInternational Fund and the Diamond Hill Global Fund (collectively the "Consolidated Funds") as of September 30, 2018.2019. The Company deconsolidated the ETF, the Diamond Hill Core Bond Fund and the Diamond Hill High Yield Fund during the nine months ended September 30, 2019, as the Company's ownership declined to less than 50%.
DHCM is the managing member of Diamond Hill General Partner, LLC (the “General Partner”), which is the general partner of Diamond Hill Investment Partners, L.P. (“DHIP”), and Diamond Hill International Equity Fund, L.P. ("DHIEF"), each a limited partnership (collectively, the "Partnerships" or “LPs”) whose underlying assets consist primarily of marketable securities.
DHCM is wholly owned by the Company and is consolidated by us. Further, DHCM, through its control of the General Partner, has the power to direct each LP’sDHIP's economic activities and the right to receive investment advisory fees that may be significant to the LPs.DHIP.
The Company concluded it did not have a variable interest in DHIP as the fees paid to the General Partner are considered to contain customary terms and conditions as found in the market for similar products and the Company has no equity ownership in DHIP.
The Company concluded DHIEF was a variable interest entity ("VIE") as DHCM has disproportionately less voting interest than economic interest, given that the limited partners have full power to remove the Company as the General Partner due to the existence of substantive kick-out rights. In addition, substantially all of DHIEF's activities are conducted on behalf of the General Partner which has disproportionately few voting rights. The Company concluded it is not the primary beneficiary of DHIEF as we lack the power to control the entity due to the existence of single-party kick-out rights where the limited partners have the unilateral ability to remove the General Partner without cause. DHCM’s investments in DHIEF are reported as a component of the Company’s investment portfolio, valued at DHCM’s respective share of the net income or loss of DHIEF.
The LPs are not subject to lock-up periods and can be redeemed on demand. Gains and losses attributable to changes in the value of DHCM’s interests in the LPs are included in the Company’s reported investment income. The Company’s exposure to loss as a result of its involvement with the LPs is limited to the amount of its investments. DHCM is not obligated to provide, and has not provided, financial or other support to the LPs, other than its investments to date and its contractually provided investment advisory responsibilities. The Company has not provided liquidity arrangements, guarantees or other commitments to support the LPs’ operations, and the LPs’ creditors and interest holders have no recourse to the general credit of the Company.
Certain board members and employees of the Company invest in the LPs and are not subject to a management fee or an incentive fee. These individuals receive no remuneration as a result of their personal investment in the LPs. The capital of the General Partner is not subject to a management fee or an incentive fee.
Redeemable Noncontrolling Interest
Redeemable noncontrolling interest represents third-party interests in the Consolidated Funds. This interest is redeemable at the option of the investors and therefore is not treated as permanent equity. Redeemable noncontrolling interest is recorded at redemption value, which approximates the fair value each reporting period.
Segment Information
Management has determined that the Company operates in one1 business segment, providing investment management and administration services to mutual funds, institutionalseparately managed accounts, and a private investment funds.fund. Therefore, no disclosures relating to operating segments are presented in the Company's annual or interim financial statements.
Cash and Cash Equivalents
Cash and cash equivalents include demand deposits and money market mutual funds held by DHCM.
Accounts Receivable
Accounts receivable are recorded when they are due and are presented on 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 the individualsindividual or entitiesentity that oweowes the receivable. No allowance for doubtful accounts was deemed necessary at September 30, 20182019 or December 31, 2017.2018. Accounts receivable from the Funds were $10.8$9.9 million as of September 30, 20182019 and $11.6$9.4 million as of December 31, 2017.

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2018.
Investments
Management determines the appropriate classification of its investments at the time of purchase and re-evaluates its determination at each reporting period.
Investments in the Funds we advise where the Company has neither control nor the ability to exercise significant influence, as well as securities held in the Consolidated Funds, are measured at fair value based on quoted market prices. Unrealized gains and losses are recorded as investment income (loss) in the Company's consolidated statements of income.
Investments classified as equity method investments represent investments in which the Company owns between 20-50% of the outstanding voting interests in the entity or when it is determined that the Company is able to exercise significant influence but not control over the investments. When using the equity method, the Company recognizes its respective share of the investee's net income or loss for the period, which is recorded as investment income in the Company's consolidated statements of income.
Fair Value Measurements
Accounting Standards Codification Topic 820, Fair Value Measurement ("ASC 820") specifies a hierarchy of valuation classifications based on whether the inputs to the valuation techniques used in each valuation classification are observable or unobservable. These classifications are summarized in the three broad levels listed below:
Level 1 - Unadjusted quoted prices for identical instruments in active markets.
Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-driven valuations in which all significant inputs are observable.
Level 3 - Valuations derived from techniques in which significant inputs are unobservable.
Inputs used to measure fair value might fall in different levels of the fair value hierarchy, in which case the Company defaults to the lowest level input that is significant to the fair value measurement in its entirety. These levels are not necessarily an indication of the risk or liquidity associated with investments. The following table summarizes investments that are recognized in our consolidated balance sheet using fair value measurements (excludes investments classified as equity method investments) determined based upon the differing levels of inputs as of September 30, 2018:
 Level 1 Level 2 Level 3 Total
Cash equivalents$98,886,472
 $
 $
 $98,886,472
Fair value investments       
     Securities held in Consolidated Funds(a)
43,884,224
 109,615,566
 
 153,499,790
     Company sponsored investments38,757,226
 
 
 38,757,226
(a) Of the securities held in the Consolidated Funds as of September 30, 2018, $85.9 million were held directly by the Company and $67.6 million were held by noncontrolling shareholders.
Level 1 investments are comprised of investments in registered investment companies (mutual funds) or equity securities held in the Consolidated Funds and $98.9 million of investments in money market mutual funds owned by DHCM that the Company classifies as cash equivalents.
Level 2 investments are comprised of investments in foreign equity securities and debt securities held in the Consolidated Funds, which are valued by an independent pricing service using pricing techniques which take into account factors such as trading activity, readily available market quotations, yield, quality, coupon rate, maturity, type of issue, trading characteristics, call features, credit rates and other observable inputs.
The Company determines transfers between fair value hierarchy levels at the end of the reporting period. There were no transfers in or out of the levels during the nine months ended September 30, 2018.
Changes in fair values of the investments are recorded in the Company's consolidated statements of income as investment income (loss), net.


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Property and Equipment
Property and equipment, consisting of leasehold improvements, right-of use lease assets, computer equipment, furniture, and fixtures, are carried at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated lives of the assets.
New Accounting Guidance
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers", which supersedes existing accounting standards for revenue recognition and creates a single framework. ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This standard also specifies the accounting for certain costs to obtain or fulfill a contract with a customer. Our implementation efforts included a detailed review of revenue contracts within the scope of the guidance and an evaluation of the impact on the Company's revenue recognition policies. No transition-related practical expedients were applied. The Company adopted this ASU on its effective date, January 1, 2018, and it had no impact on the timing of the Company's revenue recognition.
Revenue Recognition – General
Revenue is recognized when performance obligations under the terms of a contract with a client are satisfied. The Company earns substantially all of its revenue from investment advisory and fund administration contracts. Investment advisory and administration fees, generally calculated as a percentage of assets under management ("AUM"), are recorded as revenue as services are performed. In addition to fixed fees based on a percentage of AUM, certain client accounts also provide periodic variable rate fees.
Revenue earned during the three months ended September 30, 20182019 and 20172018 under contracts with clients include:
 Three Months Ended September 30, 2019
 Investment advisory 
Mutual fund
administration, net
 Total revenue
Proprietary funds$24,178,440
 $2,094,271
 $26,272,711
Sub-advised funds and separately managed accounts8,319,661
 
 8,319,661
 $32,498,101
 $2,094,271
 $34,592,372
Three Months Ended September 30, 2018Three Months Ended September 30, 2018
Investment advisory 
Mutual fund
administration, net
 Total revenueInvestment advisory 
Mutual fund
administration, net
 Total revenue
Proprietary funds$26,864,835
 $2,543,442
 $29,408,277
$26,864,835
 $2,543,442
 $29,408,277
Sub-advised funds and institutional accounts8,063,370
 
 8,063,370
Sub-advised funds and separately managed accounts8,063,370
 
 8,063,370
$34,928,205
 $2,543,442
 $37,471,647
$34,928,205
 $2,543,442
 $37,471,647
 Three Months Ended September 30, 2017
 Investment advisory 
Mutual fund
administration, net
 Total revenue
Proprietary funds$26,571,891
 $2,989,026
 $29,560,917
Sub-advised funds and institutional accounts7,210,712
 
 7,210,712
 $33,782,603
 $2,989,026
 $36,771,629
Revenue earned during the nine months ended September 30, 20182019 and 20172018 under contracts with clients include:
Nine Months Ended September 30, 2018Nine Months Ended September 30, 2019
Investment advisory 
Mutual fund
administration, net
 Total revenueInvestment advisory 
Mutual fund
administration, net
 Total revenue
Proprietary funds$80,464,941
 $8,095,596
 $88,560,537
$72,093,686
 $6,195,272
 $78,288,958
Sub-advised funds and institutional accounts22,620,826
 
 22,620,826
Sub-advised funds and separately managed accounts22,427,805
 
 22,427,805
$103,085,767
 $8,095,596
 $111,181,363
$94,521,491
 $6,195,272
 $100,716,763

 Nine Months Ended September 30, 2018
 Investment advisory Mutual fund
administration, net
 Total revenue
Proprietary funds$80,464,941
 $8,095,596
 $88,560,537
Sub-advised funds and separately managed accounts22,620,826
 
 22,620,826
 $103,085,767
 $8,095,596
 $111,181,363


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 Nine Months Ended September 30, 2017
 Investment advisory Mutual fund
administration, net
 Total revenue
Proprietary funds$76,975,740
 $9,247,339
 $86,223,079
Sub-advised funds and institutional accounts21,130,165
 
 21,130,165
 $98,105,905
 $9,247,339
 $107,353,244

Revenue Recognition – Investment Advisory Fees
The Company's investment advisory contracts have a single performance obligation (the investment advisory services provided to the client) as the promised services are not separately identifiable from other promises in the contracts and, therefore, are not distinct. All performance obligations to provide advisory services are satisfied over time and the Company recognizes revenue as time passes.
The fees we receive for our services under our investment advisory contracts are based on our AUM, which changes based on the value of securities held under each advisory contract. These fees are thereby constrained and represent variable consideration, and are excluded from revenue until the AUM on which our client is billed is no longer subject to market fluctuations.
Revenue Recognition – Variable Rate Fees
The Company manages certain client accounts that provide for variable rate fees. These fees are calculated based on client investment results over rolling five-year5-year periods. The Company records variable rate fees at the end of the contract measurement period because the variable fees earned are constrained based on movements in the financial markets. During the three and nine months ended September 30, 2019, the Company recorded $0.9 million in variable rate fees. During the three and nine months ended September 30, 2018, the Company recorded $0.6 million in variable rate fees. No variable rate fees were earned during the three and nine months ended September 30, 2017. The table below shows AUM subject to variable rate fees and the amount of variable rate fees that would be recognized based upon investment results as of September 30, 2018:2019:
As of September 30, 2018As of September 30, 2019
AUM subject to variable rate fees Unearned variable rate feesAUM subject to variable rate fees Unearned variable rate fees
Contractual Period Ends:   
Quarter Ending December 31, 2018$61,028,560
 $1,416,398
Quarter Ending September 30, 201936,681,776
 708,542
Contractual Period Ending:   
Quarter Ending December 31, 2019$62,831,955
 $612,273
Quarter Ending March 31, 202013,336,076
 
13,476,137
 
Quarter Ending September 30, 202037,469,889
 179,474
Quarter Ending September 30, 2021284,788,511
 4,145,635
284,414,344
 6,328,189
Total$395,834,923
 $6,270,575
$398,192,325
 $7,119,936


The contractual end dates highlight the time remaining until the variable rate fees are scheduled to be earned. The amount of variable rate fees that would be recognized based upon investment results as of September 30, 20182019, will increase or decrease based on future client investment results through the contractual period end. There can be no assurance that the unearned amounts will ultimately be earned.
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 performance obligations, includingsuch as mutual fund administration, fund accounting, transfer agency, and other related functions. These services are performed concurrently under our agreement with the Funds, and all performance obligations to provide these administrative services are satisfied over time, and the Company recognizes revenue as time passes. For performing these services each Fund pays DHCM a fee, which is calculated using an annual rate times the average daily net assets of each respective share class. These fees are thereby constrained and represent variable consideration, and are excluded from revenue until the AUM on which we bill the Funds is no longer subject to market fluctuations.


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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 shareholder mailings, federal and state registrations, and legal and audit services. 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 its fees and terms directly with the management and board of trustees of the Funds. The fee that each Fund pays 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 related expenses. In addition, DHCM advances the upfront commissions that are paid to brokers who sell Class C shares of the Funds. 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.
Mutual fund administration gross and net revenue are summarized below:
 Three Months Ended 
 September 30,
 Nine Months Ended 
 September 30,
 2019 2018 2019 2018
Mutual fund administration:       
Administration revenue, gross$5,677,414
 $6,169,984
 $16,599,581
 $18,771,040
Fund related expense(3,589,273) (3,638,618) (10,430,419) (10,702,498)
Revenue, net of related expenses2,088,141
 2,531,366
 6,169,162
 8,068,542
DHCM C-Share financing:       
Broker commission advance repayments57,908
 84,248
 176,901
 264,107
Broker commission amortization(51,778) (72,172) (150,791) (237,053)
Financing activity, net6,130
 12,076
 26,110
 27,054
Mutual fund administration revenue, net$2,094,271
 $2,543,442
 $6,195,272
 $8,095,596
 Three Months Ended 
 September 30,
 Nine Months Ended 
 September 30,
 2018 2017 2018 2017
Mutual fund administration:       
Administration revenue, gross$6,169,984
 $6,557,054
 $18,771,040
 $19,432,002
Fund related expense(3,638,618) (3,576,598) (10,702,498) (10,214,948)
Revenue, net of related expenses2,531,366
 2,980,456
 8,068,542
 9,217,054
DHCM C-Share financing:       
Broker commission advance repayments84,248
 101,238
 264,107
 315,283
Broker commission amortization(72,172) (92,668) (237,053) (284,998)
Financing activity, net12,076
 8,570
 27,054
 30,285
Mutual fund administration revenue, net$2,543,442
 $2,989,026
 $8,095,596
 $9,247,339

Income Taxes
The Company accounts for current and deferred income taxes through an asset and liability approach. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
The Company is subject to examination by federal and applicable state and local jurisdictions for various tax periods. The Company’s income tax positions are based on research and interpretations of the income tax laws and rulings in each of the jurisdictions in which it does business. Due to the subjectivity of interpretations of laws and rulings in each jurisdiction, the differences and interplay in tax laws among those jurisdictions, and the inherent uncertainty in estimating the final resolution of complex tax audit matters, the Company’s estimates of income tax liabilities may differ from actual payments or assessments. The Company regularly assesses its position with regard to tax exposures and records liabilities for these uncertain tax positions and related interest and penalties, if any, according to the principles of FASB ASCFinancial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 740, Income Taxes. As of September 30, 2018, the Company has recorded approximately $0.8 million for uncertain tax positions in the state and city jurisdictions in which we do business. The Company records interest and penalties within income tax expense on the income statement.
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, which includes participating securities. Diluted EPS reflects the potential dilution of EPS due to unvested restricted stock units. See Note 8.9.


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Newly Issued But Not Yet Adopted Accounting Guidance
In February 2016, the FASB issued ASU 2016-02, "Leases", which, among other things, requires lessees to recognize most leases on-balance sheet. This will increase the reported assets and liabilities of lessees - in some cases significantly. Lessor accounting remains substantially similar to current GAAP. ASU 2016-02 supersedes Topic 840, Leases. ASU 2016-02 is effective for annual and interim periods in fiscal years beginning after December 15, 2018. ASU 2016-02 mandates a modified retrospective transition method for all entities. We will adopt this standard on its effective date, January 1, 2019. While we continue evaluating the full impact this standard will have on our consolidated financial statements, we expect the most significant impact will be the recognition of a lease liability and right of use asset on our consolidated balance sheets for our office operating lease.
In August 2018, the FASB issued ASUAccounting Standards Update (“ASU”) No. 2018-13, “Fair Value Measurements.” This update makes certain removals from, changes to and additions to existing disclosure requirements for fair value measurement. ASU 2018-13 does not change fair value measurements already required or permitted by existing standards. ASU 2018-13 is effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Management does not believe that adoption of ASU 2018-13 will materially impact the Company’s financial statements.

Note 3 Investment PortfolioInvestments
As of September 30, 2018, the Company held investments (excluding money market funds, which are included with cash and cash equivalents) of $212.4 million. The following table summarizes the carrying value of these investments as of September 30, 20182019 and December 31, 2017:2018:
 As of
 September 30, 2019 December 31, 2018
Fair value investments:   
Securities held in Consolidated Funds(a)
$29,635,079
 $153,730,480
Company sponsored investments43,200,396
 33,418,088
Company sponsored equity method investments61,143,224
 16,339,649
Total Investments$133,978,699
 $203,488,217
 As of
 September 30, 2018 December 31, 2017
Fair value investments:   
Securities held in Consolidated Funds(a)
$153,499,790
 $65,890,500
Company sponsored investments38,757,226
 36,541,818
Company sponsored equity method investments20,132,461
 36,043,704
Total Investment portfolio$212,389,477
 $138,476,022

(a) Of the securities held in the Consolidated Funds as of September 30, 2018, $85.92019, $18.8 million were held directly by the Company and $67.6$10.8 million were held by noncontrolling shareholders. Of the securities held in the Consolidated Funds as of December 31, 2017, $42.62018, $84.7 million were held directly by the Company and $23.3$69.0 million were held by noncontrolling shareholders.


New consolidations ofThe Company sponsored investments of $16.4 million during 2018 includeddeconsolidated the consolidation of theETF, Diamond Hill GlobalCore Bond Fund and the Diamond Hill High Yield Fund. As of December 31, 2017, these investmentsFund during the nine months ended September 30, 2019. The ETF liquidated and its assets were classified as equity method investments.distributed to its shareholders on April 5, 2019.


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As of September 30, 2018,2019, our equity method investments consisted of the Diamond Hill Research Opportunities Fund and DHIEF,the Diamond Hill Core Bond Fund, and our ownership percentage in each of these investments was approximately 30%. 22% and 38%, respectively. During the first half of 2019 there were periods of time where our ownership in the Diamond Hill International Equity Fund, L.P. and the Diamond Hill High Yield Fund was between 20% and 50% thus, a portion of their income is included in the table below for the nine months ended September 30, 2019.

The following table includes the condensed summary financial information from the Company's equity method investments as of and for the periodperiods ended September 30, 2018:2019:
   As of
   September 30, 2019
Total assets  $236,700,619
Total liabilities  41,168,623
Net assets  195,531,996
DHCM's portion of net assets  61,143,224
    
 For the Three Months Ended For the Nine Months Ended
 September 30, 2019 September 30, 2019
Investment income$962,281
 $4,148,489
Expenses345,111
 955,320
Net realized gains858,741
 5,243,737
Net change in unrealized appreciation1,719,459
 11,782,498
Net income3,195,370
 20,219,404
DHCM's portion of net income1,196,750
 7,014,994


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Note 4 Fair Value Measurements
The Company determines the fair value of our cash equivalents and certain investments using the following broad levels listed below:
Level 1 - Unadjusted quoted prices for identical instruments in active markets.
Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-driven valuations in which all significant inputs are observable.
Level 3 - Valuations derived from techniques in which significant inputs are unobservable. We do not value any investments using Level 3 inputs.
These levels are not necessarily an indication of the risk or liquidity associated with investments.
The following table summarizes investments that are recognized in our consolidated balance sheet using fair value measurements (excluding investments classified as equity method investments) determined based upon the differing levels as of September 30, 2019:
   As of
   September 30, 2018
Total assets  $99,404,580
Total liabilities  31,473,525
Net assets  67,931,055
DHCM's portion of net assets  20,132,461
    
 For the Three Months Ended For the Nine Months Ended
 September 30, 2018 September 30, 2018
Investment income$261,767
 $817,862
Expenses228,936
 712,938
Net realized gains829,029
 476,343
Net change in unrealized appreciation1,374,838
 1,688,384
Net income2,236,698
 2,269,651
DHCM's portion of net income668,226
 742,944
 Level 1Level 2Level 3Total
Cash equivalents (money market mutual funds)$116,193,674
$
$
$116,193,674
Fair value investments    
     Securities held in Consolidated Funds(a)
15,480,312
14,154,767

$29,635,079
     Company sponsored investments43,200,396


$43,200,396
(a) Of the securities held in the Consolidated Funds as of September 30, 2019, $18.8 million were held directly by the Company and $10.8 million were held by noncontrolling shareholders.
The Company determines transfers between fair value hierarchy levels at the end of the reporting period. There were no transfers in or out of the levels during the nine months ended September 30, 2019.
Changes to fair values of the investments are recorded in the Company’s consolidated statements of income as investment income (loss), net.
Note 4 5 Line of Credit
The Company has an uncommitteda committed Line of Credit Agreement (the "Credit Agreement") with a commercial bank that matures inon December of 201827, 2019 and permits the Company to borrow up to $25.0 million. Borrowings under the Credit Agreement bear interest at a rate equal to LIBOR plus 1.50%1.00%. The Company pays a commitment fee on the unused portion of the facility, accruing at a rate per annum of 0.10%.
The Company has not0t borrowed under the Credit Agreement as of and for the nine-month period ended September 30, 2018. No interest is payable on the unused portion of the Credit Agreement.2019.
The proceeds of the Credit Agreement may be used by the Company and its subsidiaries for ongoing working capital needs, to seed new and existing investment strategies, and for other general corporate purposes. The Credit Agreement contains representations, warranties and covenants that are customary for agreements of this type.
Note 5 6 Compensation Plans
Share-Based Payment Transactions
The Company issues restricted stock units and restricted stock awards (collectively, "Restricted Stock") under its 2014 Equity and Cash Incentive Plan ("2014(the "2014 Plan"). Restricted stock units represent common shares which may be issued in the future, whereas restricted stock awards represent common shares issued and outstanding upon grant subject to vesting restrictions. The following table represents a roll-forward of outstanding Restricted Stockrestricted stock and related activity during the nine months ended September 30, 2018:2019:

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 Shares 
Weighted-Average
Grant Date Price
per Share
Outstanding Restricted Stock as of December 31, 2017197,900
 $165.60
Grants issued60,950
 201.78
Grants vested(27,450) 77.81
Grants forfeited(20,900) 196.97
Total Outstanding Restricted Stock as of September 30, 2018210,500
 $176.75

 Shares 
Weighted-Average
Grant Date Price
per Share
Outstanding restricted stock as of December 31, 2018214,575
 $177.22
Grants issued49,269
 146.81
Grants vested(17,000) 126.13
Grants forfeited(11,700) 181.83
Total outstanding restricted stock as of September 30, 2019235,144
 $174.44

As of September 30, 2018,2019, there were 296,429230,242 common shares available for awards under the 2014 Plan.

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Total deferred equity compensation related to unvested Restricted Stock grantsrestricted stock was $22.5$22.2 million as of September 30, 2018.2019. Compensation expense related to Restricted Stock grantsrestricted stock is calculated based upon the fair market value of the common shares on grant date. The Company's policy is to adjust compensation expense for forfeitures as they occur. The recognition of compensation expense related to deferred compensation over the remaining vesting periods is as follows:
Three Months 
 Remaining In
            
2019 2020 2021 2022 2023 Thereafter Total
$1,888,550
 $6,533,106
 $5,252,547
 $4,270,399
 $2,174,456
 $2,120,424
 $22,239,482
Three Months 
 Remaining In
            
2018 2019 2020 2021 2022 Thereafter Total
$1,850,410
 $6,863,879
 $5,399,940
 $4,087,381
 $3,100,248
 $1,200,348
 $22,502,206

Stock Grant Transactions
The following table represents common shares issued as part of our incentive compensation program during the nine months ended September 30, 20182019 and 2017:2018:
 Shares Issued Grant Date Value
September 30, 201924,048
 $3,655,296
September 30, 201820,153
 $4,109,197
 Shares Issued Grant Date Value
September 30, 201820,153
 $4,109,197
September 30, 201719,219
 3,892,424

Deferred Compensation Plans
The Company offers two deferred compensation plans, the Diamond Hill Fixed Term Deferred Compensation Plan and the Diamond Hill Variable Term Deferred Compensation Plan (collectively the “Plans”). Under the Plans, participants may elect to voluntarily defer, for a minimum of five years, certain incentive compensation, which the Company then contributes into the Plans. Each participant is responsible for designating investment options for assets they contribute, and the distribution paid to each participant reflects any gains or losses on the assets realized while in the Plans. Assets held in the Plans are included in the Company’s investment portfolio, and the associated obligation to participants is included in deferred compensation liability. Assets held in the Plans are recorded at fair value. Deferred compensation liability was $25.4$28.4 million and $20.5$22.4 million as of September 30, 20182019 and December 31, 2017,2018, respectively.
Note 6 7 Operating LeasesLease
The Company currently leases office space of approximately 37,829 square feet at one1 location.
In February 2016, the FASB issued ASU 2016-02, "Leases", which, among other things, requires lessees to recognize most leases on-balance sheet. The Company adopted this ASU on its effective date, January 1, 2019, using a modified retrospective approach without restating prior comparative periods. Upon implementation, the Company recorded a right-of use asset of approximately $2.9 million, which includes the lease liability amount less deferred rent liabilities and lease incentives received, and a lease liability of approximately $3.6 million related to our office lease. As of September 30, 2019, the carrying value of the right-of use asset, which is included in property and equipment, net of deferred rent on the consolidated balance sheets, was approximately $2.6 million. As of September 30, 2019, the carrying value of the lease liability, which is included in accounts payable and accrued expenses on the consolidated balance sheets, was approximately $3.2 million. The adoption of this ASU had no impact on our consolidated statements of income and cash flows and there was no cumulative-effect adjustment required to opening retained earnings.

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The following table summarizes the total lease and operating expenses for the three and nine months ended September 30, 20182019 and 2017:2018:
September 30,
2018
 September 30,
2017
September 30,
2019
 September 30,
2018
Three Months Ended$238,014
 $235,272
$239,838
 $238,014
Nine Months Ended$732,318
 $700,926
$731,366
 $732,318
The approximate future minimum lease payments under the operating lease are as follows:
Future Minimum Lease Payments
Three Months 
 Remaining In
            
2019 2020 2021 2022 2023 Thereafter Total
$146,587
 $614,721
 $624,179
 $624,179
 $624,179
 $780,223
 $3,414,068
Future Minimum Lease Payments
Three Months 
 Remaining In
            
2018 2019 2020 2021 2022 Thereafter Total
$146,587
 $586,350
 $614,721
 $624,179
 $624,179
 $1,404,000
 $4,000,016

In addition to the above lease payments, the Company is also responsible for normal operating expenses of the leased property. SuchThese operating expenses were approximately $0.4 million in 2017,2018, and are expected to be approximately the same in 2018.2019.

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Note 7 8 Income Taxes
The Company has determined its interim tax provision projecting an estimated annual effective tax rate. The Tax Cuts and Jobs Act was passed on December 22, 2017. Among other federal tax law changes, for taxable years beginning after December 31, 2017, the new law establishes a flat corporate income tax rate of 21% to replace our prior year rate of 35% and eliminates the corporate alternative minimum tax. 
For the threenine months ended September 30, 2018,2019, the Company recorded income tax expense of $5.7$14.4 million, yielding an effective tax rate of 25.9%24.1%. The effective tax rate of 25.9%24.1% differed from the federal statutory tax rate of 21% due primarily to the additional income tax expense recorded in the state and city jurisdictions in which we do business, including new jurisdictions in which we are filing in 2018, which2019. This was partially offset by $0.2 millionthe benefit attributable to redeemable noncontrolling interests. The provision for income taxes includes a benefit attributable to the fact that the Company's operations include the Consolidated Funds which are not subject to federal income taxes. Accordingly, a portion of excessthe Company's earnings are not subject to corporate tax benefits fromlevels. Absent the vesting of stock awards.benefit attributable to redeemable noncontrolling interests, the effective tax rate ("unconsolidated effective tax rate") would have been 25.7%.
For the nine months ended September 30, 2018, the Company recorded income tax expense of $14.4 million, yielding an effective tax rate of 24.6%. The effective tax rate of 24.6% differed from the federal statutory tax rate of 21% due primarily to the additional income tax expense recorded in the state and city jurisdictions in which we do business, including new jurisdictions in which we are filingfiled in 2018, which was partially offset by $0.7 million of excess tax benefits from the vesting of stock awards.
Forawards and the three months ended September 30, 2017,benefit attributable to redeemable noncontrolling interests. The provision for income taxes includes a benefit attributable to the Company recordedfact that the Company's operations include the Consolidated Funds which are not subject to federal income taxes. Accordingly, a portion of the Company's earnings are not subject to corporate tax expense of $6.5 million, yielding anlevels. Absent the benefit attributable to redeemable noncontrolling interests, the effective tax rate of 33.1%. The("unconsolidated effective tax rate of 33.1% differed from the federal statutory tax rate of 35% due primarily to $0.4 million of excess tax benefits from the vesting of stock awards. The tax benefits were partially offset by the additional income tax expense recorded in the state and city jurisdictions in which we do business.
For the nine months ended September 30, 2017, the Company recorded income tax expense of $19.0 million, yielding an effective tax rate of 32.6%rate") would have been 25.3%. The effective tax rate of 32.6% differed from the federal statutory tax rate of 35% due primarily to $1.7 million of excess tax benefits from the vesting of stock awards. The tax benefits were partially offset by the additional income tax expense recorded in the state and city jurisdictions in which we do business.
The net temporary differences incurred to date will reverse in future periods as the Company generates taxable earnings. The Company believes it is more likely than not that the results of future operations will generate sufficient taxable income to realize the net deferred tax assets recorded. The Company records a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of September 30, 20182019 and December 31, 2017,2018, no valuation allowance was deemed necessary.
FASB ASC 740, Income Taxes, prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  AsThe Company recognizes tax benefits related to positions taken, or expected to be taken, on its tax returns, only if the positions are "more-likely-than-not" sustainable. Once this threshold has been met, the Company’s measurement of its expected tax benefits is recognized in its financial statements.

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During the nine months ended September 30, 2019, the Company completed our open examination for tax years 2014 through 2016 with the New York State Department of Finance and Taxation. During the period the Company also filed a Voluntary Disclosure Agreement with the New York City Department of Finance. The Company remains under audit with the California Franchise Tax Board for the Company's 2015 and 2016 tax years.
The outcome of open examinations is not expected to have a material impact on the Company's financial statements. The Company believes that some of these audits and negotiations will conclude within the next 12 months and that any change in the amount of uncertain tax positions, including interest due to the settlement of audits, would be immaterial.
The amount of uncertain tax positions as of September 30, 2018,2019, which would impact the Company has recorded approximately $0.8 million forCompany’s effective tax rate if recognized and a reconciliation of the beginning and ending amounts of uncertain tax positions, in the state and city jurisdictions in which we do business. is as follows:
 Nine Months Ended September 30, 2019
Uncertain tax positions, as of January 1, 2019$2,982,337
Gross addition for tax positions of the current year
Gross additions for tax positions of prior years
Reductions of tax positions of prior years for:
Lapses of applicable statutes of limitations
Settlements during the period(2,331,711)
Changes in judgment/excess reserve10,241
Uncertain tax positions, as of September 30, 2019$660,867

The Company did not record an accrual forrecognize additional interest and penalties during the nine months ended September 30, 2019, related to uncertain tax related uncertainties or unrecognized tax positions as of December 31, 2017.positions.

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Note 8 9 Earnings Per Share
The Company’s common shares outstanding consist of all shares issued and outstanding, including unvested restricted shares. Basic and diluted EPS are calculated under the two-class method. Restricted stock units are considered dilutive. The following table sets forth the computation for basic and diluted EPS and reconciliation between basic and diluted shares outstanding:
 Three Months Ended 
 September 30,
 Nine Months Ended 
 September 30,
 2019 2018 2019 2018
Net Income$11,516,637
 $16,399,370
 $45,230,053
 $44,239,522
Less: Net income attributable to redeemable noncontrolling interest(99,177) (1,191,317) (3,684,799) (1,671,640)
Net income attributable to common shareholders$11,417,460
 $15,208,053
 $41,545,254
 $42,567,882
        
Weighted average number of outstanding shares - Basic3,411,632
 3,530,586
 3,460,959
 3,512,547
Dilutive impact of restricted stock units
 1,760
 200
 1,970
Weighted average number of outstanding shares - Diluted3,411,632
 3,532,346
 3,461,159
 3,514,517
        
Earnings per share attributable to common shareholders       
Basic$3.35
 $4.31
 $12.00
 $12.12
Diluted$3.35
 $4.31
 $12.00
 $12.11


17
 Three Months Ended 
 September 30,
 Nine Months Ended 
 September 30,
 2018 2017 2018 2017
Net Income$16,399,370
 $13,158,099
 $44,239,522
 $39,250,567
Less: Net income attributable to redeemable noncontrolling interest(1,191,317) (459,252) (1,671,640) (1,156,385)
Net income attributable to common shareholders$15,208,053
 $12,698,847
 $42,567,882
 $38,094,182
        
Weighted average number of outstanding shares - Basic3,530,586
 3,454,178
 3,512,547
 3,442,402
Dilutive impact of restricted stock units1,760
 7,240
 1,970
 5,574
Weighted average number of outstanding shares - Diluted3,532,346
 3,461,418
 3,514,517
 3,447,976
        
Earnings per share attributable to common shareholders       
Basic$4.31
 $3.68
 $12.12
 $11.07
Diluted$4.31
 $3.67
 $12.11
 $11.05

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Note 9 10 Commitments and Contingencies
The Company indemnifies its directors, officers and certain of its employees for certain liabilities that might arise from their performance of their duties to the Company. From time to time, the Company is involved in legal matters relating to claims arising in the ordinary course of business. There are currently no such matters pending that the Company believes could have a material adverse effect on its consolidated financial statements.
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.indemnification obligations. Certain agreements do not contain any limits on the Company’s liability and could 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 underof these indemnities.liabilities.

Note 10 11 Subsequent Event
On October 30, 2018,29, 2019, the Company’s board of directors approved a special cash dividend of $8.00$9.00 per share payable December 11, 201810, 2019 to shareholders of record on December 3, 2018.2, 2019. This dividend will reduce shareholders' equity by approximately $28.1$30.5 million.





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ITEM 2:Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-looking Statements
Throughout this Quarterly Report on Form 10-Q, and other publicly available documents, including the documents incorporated herein by reference, 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 and levels of assets under management, technological developments, economic trends (including interest rates and market volatility), expected transactions and similar matters. The words “believe,” “expect,” “anticipate,” “estimate,” "may," "will," "likely," "project," “should,” “hope,” “seek,” “plan,” “intend” and similar expressions identify forward-looking statements that speak only as of the date thereof. While we believe that the assumptions underlying our forward-looking statements are reasonable, investors are cautioned that any of the assumptions could prove to be inaccurate and, accordingly, our actual results and experiences could differ materially from the anticipated results or other expectations expressed in our 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 our products; changes in interest rates; changes in national and local economic and political conditions; the continuing economic uncertainty in various parts of the world; changes in government policy and regulation, including monetary policy; our inability 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 other public documents on file with the SEC.
General
The Company derives its consolidated revenue and net income from investment advisory and fund administration services provided by DHCM. DHCM is registered with the SEC as an investment adviser under the 1940 Act. DHCM sponsors, distributes, and provides investment advisory and related services to various clients through the Funds, institutionalseparately managed accounts, the ETF, and the Partnerships.DHIP.
The Company’s primary objective is to fulfill our fiduciary duty to our clients. Our secondary objective is to grow the intrinsic value of the Company in order to achieve an adequate long-term return for our shareholders.
Assets Under Management
Our 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 we manage and fluctuate with changes in the total value of our AUM. Substantially all of our AUM (94%) is valued based on readily available market quotations. AUMFees are recognized in the fixed income strategies (6%) is valued using evaluated prices from independent third-party providers.period that the Company manages these assets.
Our revenues are highly dependent on both the value and composition of AUM. The following is a summary of our AUM by product and investment objective, and a roll-forward of the change in AUM, for the three and nine months ended September 30, 20182019 and 2017:2018:
Assets Under ManagementAssets Under Management
As of September 30,As of September 30,
(in millions, except percentages)2018 2017 % Change2019 2018 % Change
Proprietary funds$16,148
 $15,417
 5%$15,320
 $16,148
 (5)%
Sub-advised funds1,595
 1,411
 13%1,850
 1,595
 16 %
Institutional accounts4,886
 4,627
 6%
Separately managed accounts5,033
 4,886
 3 %
Total AUM$22,629
 $21,455
 5%$22,203
 $22,629
 (2)%




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Assets Under Management
by Investment Strategy
Assets Under Management
by Investment Strategy
As of September 30,As of September 30,
(in millions, except percentages)2018 2017 % Change2019 2018 % Change
Small Cap$1,452
 $1,549
 (6)%$793
 $1,452
 (45)%
Small-Mid Cap3,419
 3,482
 (2)%3,081
 3,419
 (10)%
Mid Cap135
 121
 12 %480
 135
 256 %
Large Cap11,654
 10,153
 15 %11,609
 11,654
  %
All Cap Select503
 390
 29 %505
 503
  %
Long-Short4,281
 4,943
 (13)%3,582
 4,281
 (16)%
Global/International19
 6
 217 %29
 19
 53 %
Short Duration Fixed Income490
 296
 66 %738
 490
 51 %
Core Fixed Income53
 44
 20 %294
 53
 455 %
Long Duration Fixed Income25
 
 NM
54
 25
 NM
Corporate Credit773
 658
 17 %1,074
 773
 39 %
High Yield54
 29
 86 %123
 54
 128 %
(Less: Investments in affiliated funds)(a)
(229) (216) 6 %(159) (229) (31)%
Total AUM$22,629
 $21,455
 5 %$22,203
 $22,629
 (2)%
(a) Certain of the Funds own shares of the Diamond Hill Short Duration Total Return Fund. The Company reduces its total AUM by these investments held in this affiliated fund.
   
Change in Assets
Under Management
Change in Assets
Under Management
For the Three Months Ended 
 September 30,
For the Three Months Ended 
 September 30,
(in millions)2018 20172019 2018
AUM at beginning of the period$21,827
 $20,924
$21,612
 $21,827
Net cash inflows (outflows)      
proprietary funds(158) 106
327
 (158)
sub-advised funds(130) (65)50
 (130)
institutional accounts(82) 1
separately managed accounts(45) (82)
(370) 42
332
 (370)
Net market appreciation and income1,172
 489
259
 1,172
Increase during the period802
 531
591
 802
AUM at end of the period$22,629
 $21,455
$22,203
 $22,629
Change in Assets
Under Management
Change in Assets
Under Management
For the Nine Months Ended 
 September 30,
For the Nine Months Ended 
 September 30,
(in millions)2018 20172019 2018
AUM at beginning of the period$22,317
 $19,381
$19,108
 $22,317
Net cash inflows (outflows)      
proprietary funds(332) 805
(488) (332)
sub-advised funds(3) (197)185
 (3)
institutional accounts(171) (206)
separately managed accounts(216) (171)
(506) 402
(519) (506)
Net market appreciation and income818
 1,672
3,614
 818
Increase during the period312
 2,074
3,095
 312
AUM at end of the period$22,629
 $21,455
$22,203
 $22,629


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Consolidated Results of Operations
The following is a discussion of our consolidated results of operations.
Three Months Ended 
 September 30,
 Nine Months Ended 
 September 30,
Three Months Ended 
 September 30,
 Nine Months Ended 
 September 30,
(in thousands, except per share amounts and percentages)2018 2017 % Change 2018 2017 % Change2019 2018 % Change 2019 2018 % Change
Total revenue$37,472
 $36,772
 2% $111,181
 $107,353
 4%$34,592
 $37,472
 (8)% $100,717
 $111,181
 (9)%
Net operating income$16,916
 $16,887
 —% $51,469
 $48,596
 6%$12,757
 $16,916
 (25)% $35,970
 $51,469
 (30)%
Net operating income, as adjusted(a)
$13,114
 $17,899
 (27)% $40,022
 $52,392
 (24)%
Net income attributable to common shareholders$15,208
 $12,699
 20% $42,568
 $38,094
 12%$11,417
 $15,208
 (25)% $41,545
 $42,568
 (2)%
Earnings per share attributable to common shareholders (Diluted)$4.31
 $3.67
 17% $12.11
 $11.05
 10%
Earnings per share attributable to common shareholders (diluted)$3.35
 $4.31
 (22)% $12.00
 $12.11
 (1)%
Operating profit margin45% 46% 46% 45% 37% 45% 36% 46% 
Operating profit margin, as adjusted(a)
48% 47% 47% 47% 38% 48% 40% 47% 
(a) OperatingNet operating income, as adjusted, and operating profit margin, as adjusted, is aare non-GAAP performance measure.measurements. See the Use"Use of Supplemental Data as Non-GAAP Performance MeasureMeasure" section within this report.
Three Months Ended September 30, 20182019 compared with Three Months Ended September 30, 20172018
The Company generated net income attributable to common shareholders of $11.4 million ($3.35 per diluted share) for the three months ended September 30, 2019, compared with net income attributable to common shareholders of $15.2 million ($4.31 per diluted share) for the three months ended September 30, 2018, compared with net income attributable to common shareholders of $12.7 million ($3.67 per diluted share) for the three months ended September 30, 2017.2018. Revenue increased $0.7decreased $2.9 million period over period, primarily due to an increasea decrease in average AUM. The revenue increase was primarily offsetAUM and a decrease in the average advisory fee rate. Operating expenses increased period over period by an increase in operating expenses of $0.7$1.3 million, primarily related to increases in compensation expense and related costs.general and administrative expenses. The Company had $5.2$2.8 million in investment income due to market appreciation for the three months ended September 30, 2018,2019, compared to investment income of $2.8$5.2 million for the three months ended September 30, 2017.2018.
Income tax expense decreased $0.8$1.7 million from the three months ended September 30, 20172018, to the three months ended September 30, 20182019, due primarily to the the reduction of the effective tax rate from 33.1% to 25.9%. This reduction was primarily due to the impact of the Tax Cuts and Jobs Act, passed on December 22, 2017, which reduced our corporatepretax income tax rate from 35% to 21% quarterperiod over quarter.period. The effective tax rate of 25.9%26.1% differed from the federal statutory tax rate of 21% due primarily to the additional income tax expense recorded in the state and city jurisdictions in which we do business, which wasbusiness. This is partially offset by $0.2 millionthe benefit attributable to redeemable noncontrolling interests. The provision for income taxes includes a benefit attributable to the fact that the Company's operations include the Consolidated Funds which are not subject to federal income taxes. Accordingly, a portion of excessthe Company's earnings are not subject to corporate tax benefits fromlevels. Absent the vesting of stock awards.benefit attributable to redeemable noncontrolling interests, the effective tax rate ("unconsolidated effective tax rate") would have been 26.2%.
Operating profit margin was 37% for the three months ended September 30, 2019 and 45% for the three months ended September 30, 2018 and 46%2018. Operating profit margin, as adjusted, decreased to 38% for the three months ended September 30, 2017. Operating profit margin, as adjusted, increased to2019 from 48% for the three months ended September 30, 2018 from 47% for the three months ended September 30, 2017. See Use of Supplemental Data as Non-GAAP Performance Measure section within this report.2018. We expect that our operating margin may fluctuate from period-to-period based on various factors, including revenues; investment results; employee performance; staffing levels; gains and losses on investments held in deferred compensation plans; and development of investment strategies, products, or channels;channels. Our portfolio managers are compensated based on long-term performance, so when revenues and industry comparisons.long-term performance are misaligned, our operating margins can fluctuate materially.
See "Use of Supplemental Data as Non-GAAP Performance Measure" section within this report.
Revenue
Three Months Ended September 30,  Three Months Ended September 30,  
(in thousands, except percentages)2018 2017 % Change2019 2018 % Change
Investment advisory$34,928
 $33,783
 3 %$32,498
 $34,928
 (7)%
Mutual fund administration, net2,544
 2,989
 (15)%2,094
 2,544
 (18)%
Total$37,472
 $36,772
 2 %$34,592
 $37,472
 (8)%
Investment Advisory Fees. Investment advisory fees increased $1.1decreased $2.4 million, or 3%7%, from the three months ended September 30, 20172018, to the three months ended September 30, 2018.2019. Investment advisory fees are calculated as a percentage of the market value of client accounts at contractual fee rates, which vary by investment product. The increasedecrease in investment

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advisory fees was driven by an increaseprimarily due to a decrease of 7%3% in average AUM quarter over quarter which was partially offset byand a decrease of twothree basis points in the average advisory fee rate from 0.64% for the three months ended September 30, 2017 to 0.62% for the three months ended September 30, 2018.2018 to 0.59% for the three months ended September 30, 2019. The decrease in average advisory fee rate was driven by a shiftan increase in the mix of assets held in lower fee rate strategies during the three months ended September 30, 2019, compared to the three months ended September 30, 2018.
Mutual Fund Administration Fees. Mutual fund administration fees decreased $0.4 million, or 18%, from the three months ended September 30, 2018, to the three months ended September 30, 2019. Mutual fund administration fees include administration fees received from the Funds, which are calculated as a percentage of average Funds' AUM. The decrease was primarily due to a 6% decrease in average Funds' AUM from the three months ended September 30, 2018, to the three months ended September 30, 2019 along with an increase in administrative expenses paid on behalf of the Funds.

Expenses
 Three Months Ended September 30,  
(in thousands, except percentages)2019 2018 % Change
Compensation and related costs, excluding deferred compensation expense$15,714
 $14,459
 9 %
Deferred compensation expense357
 983
 (64)%
General and administrative3,543
 2,962
 20 %
Sales and marketing1,443
 1,282
 13 %
Mutual fund administration779
 870
 (10)%
Total$21,836
 $20,556
 6 %
Compensation and Related Costs, Excluding Deferred Compensation Expense. Employee compensation and benefits increased by $1.3 million, or 9%, from the three months ended September 30, 2018, compared to the three months ended September 30, 2017.2019. This increase was primarily due to an increase in incentive compensation of $1.1 million and an increase in salary and related benefits of $0.5 million, partially offset by a decrease in restricted stock expense of $0.3 million. Incentive compensation expense can fluctuate significantly period over period as we evaluate investment performance, individual performance, Company performance and other factors.

Deferred Compensation Expense. Deferred compensation expense decreased by $0.6 million from the three months ended September 30, 2018, to the three months ended September 30, 2019. The gain on deferred compensation plan investments increases the deferred compensation expense included in operating income. Deferred compensation expense is offset by an equal amount in investment income below net operating income on the consolidated statements of income, and thus has no impact on net income attributable to the Company.
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Mutual Fund Administration Fees. Mutual fund administration fees decreased $0.4General and Administrative. General and administrative expenses increased by $0.6 million, or 15%20%, from the three months ended September 30, 20172018, to the three months ended September 30, 2019. This increase was due primarily to corporate recruiting fees of $0.4 million and an increase in IT software expense of $0.2 million.
Sales and Marketing. Sales and marketing expenses increased by $0.2 million from the three months ended September 30, 2018, to the three months ended September 30, 2019. The increase was primarily due to our branding and public relations initiatives, which were primarily focused on our fixed income strategies, and additional sales data costs.
Mutual Fund Administration. Mutual fund administration expenses decreased by $0.1 million, or 10%, from the three months ended September 30, 2018, to the three months ended September 30, 2019. Mutual fund administration expenses consist of both variable and fixed expenses. The variable expenses are based on Fund AUM and the number of shareholder accounts. The decrease was primarily due to a 6% decrease in average Funds' AUM from the three months ended September 30, 2018, to the three months ended September 30, 2019.

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Nine Months Ended September 30, 2019 compared with Nine Months Ended September 30, 2018
The Company generated net income attributable to common shareholders of $41.5 million ($12.00 per diluted share) for the nine months ended September 30, 2019, compared with net income attributable to common shareholders of $42.6 million ($12.11 per diluted share) for the nine months ended September 30, 2018. Revenue decreased $10.5 million period over period, primarily due to decreases in average AUM and in the average advisory fee rate. Operating expenses increased $5.0 million, primarily due to increases in compensation expense and general and administrative costs. The Company had $23.6 million in investment income due to market appreciation for the nine months ended September 30, 2019, compared to investment income of $7.2 million for the nine months ended September 30, 2018.
Income tax expense remained flat from the nine months ended September 30, 2018, to the nine months ended September 30, 2019. This was due to an increase in pretax income which was offset by a decrease of the Company's effective tax rate from 24.6% to 24.1%. The effective tax rate of 24.1% differed from the federal statutory tax rate of 21% due primarily to the additional income tax expense recorded in the state and city jurisdictions in which we do business. This is partially offset by the benefit attributable to redeemable noncontrolling interests. The provision for income taxes includes a benefit attributable to the fact that the Company's operations include the Consolidated Funds which are not subject to federal income taxes. Accordingly, a portion of the Company's earnings are not subject to corporate tax levels. Absent the benefit attributable to redeemable noncontrolling interests, the effective tax rate would have been 25.7%.
Operating profit margin was 36% for the nine months ended September 30, 2019, and 46% for the nine months ended September 30, 2018. Operating profit margin, as adjusted, was 40% for the nine months ended September 30, 2019 and 47% for the nine months ended September 30, 2018. We expect that our operating margin will fluctuate from period to period based on various factors, including revenues; investment results; employee performance; staffing levels; gains and losses on investments held in deferred compensation plans; and development of investment strategies, products, or channels. Our portfolio managers are compensated based on long-term performance, so when revenues and long-term performance are misaligned, our operating margins can fluctuate materially.
See "Use of Supplemental Data as Non-GAAP Performance Measure" section within this report.
Revenue
 Nine Months Ended 
 September 30,
  
(in thousands, except percentages)2019 2018 % Change
Investment advisory$94,521
 $103,086
 (8)%
Mutual fund administration, net6,196
 8,095
 (23)%
Total$100,717
 $111,181
 (9)%
Investment Advisory Fees. Investment advisory fees decreased $8.6 million, or 8%, from the nine months ended September 30, 2018, to the nine months ended September 30, 2019. Investment advisory fees are calculated as a percentage of the market value of client accounts at contractual fee rates, which vary by investment product. The decrease in investment advisory fees was primarily due to decreases of 5% in average AUM period over period and a decrease of three basis points in the average advisory fee rate from 0.62% for the nine months ended September 30, 2018, to 0.59% for the nine months ended September 30, 2019. The decrease in average advisory fee rate was driven by an increase in the mix of assets held in lower fee rate strategies during the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018.
Mutual Fund Administration Fees. Mutual fund administration fees decreased $1.9 million, or 23%, from the nine months ended September 30, 2018 to the nine months ended September 30, 2019. Mutual fund administration fees include administration fees received from the Funds, which are calculated as a percentage of average Funds' AUM. The decrease was due to a reduction in the administration fee rates paid by the Funds and an increase in shareholder servicing expenses and required shareholder mailings that DHCM pays on behalf of the Funds. This was partially offset by the 6% increasea 7% decrease in average Funds' AUM from the threenine months ended September 30, 20172018, to the threenine months ended September 30, 2018.2019, along with an increase in administrative expenses paid on behalf of the Funds. The table below summarizes the decreases in the administration fee rates during the periods indicated:
 Class A & C Class I Class Y
1/1/2017 - 5/31/20170.24% 0.19% 0.09%
6/1/2017 - 2/27/20180.23% 0.18% 0.08%
2/28/2018 - 9/30/20180.21% 0.17% 0.05%
 Class A & C Class I Class Y
1/1/2018 - 2/27/20180.23% 0.18% 0.08%
2/28/2018 - 9/30/190.21% 0.17% 0.05%

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Expenses
Three Months Ended September 30,  Nine Months Ended 
 September 30,
  
(in thousands, except percentages)2018 2017 % Change2019 2018 % Change
Compensation and related costs$15,442
 $14,446
 7 %
Compensation and related costs, excluding deferred compensation expense$43,614
 $43,478
 NM
Deferred compensation expense (benefit)4,052
 923
 339 %
General and administrative2,962
 3,088
 (4)%10,331
 8,749
 18 %
Sales and marketing1,282
 1,230
 4 %4,261
 3,793
 12 %
Mutual fund administration870
 1,120
 (22)%2,489
 2,769
 (10)%
Total$20,556
 $19,884
 3 %$64,747
 $59,712
 8 %
Compensation and Related Costs.Costs, Excluding Deferred Compensation Expense. Employee compensation and benefits increased by $1.0$0.1 million or 7%, from the threenine months ended September 30, 2017 compared2018, to the threenine months ended September 30, 2018.2019. This slight increase is primarily due to an increase in salary and related benefits and restricted stock expense of $2.0 million, partially offset by a decrease in incentive compensation of $1.9 million. Incentive compensation expense can fluctuate significantly period over period as we evaluate investment performance, individual performance, Company performance and other factors.
Deferred Compensation Expense (Benefit). Deferred compensation expense (benefit) increased by $3.1 million from the nine months ended September 30, 2018, to the nine months ended September 30, 2019. The gain on deferred compensation plan investments increases deferred compensation expense included in operating income. Deferred compensation expense is offset by an equal amount in investment income below net operating income on the consolidated statements of income statement, and thus has no impact on net income attributable to the Company.
General and Administrative. General and administrative expenses increased by $1.6 million, or 18%, from the nine months ended September 30, 2018, to the nine months ended September 30, 2019. This increase was primarily due to corporate recruiting fees of $0.8 million, an increase in research expenses to support our investment team of $0.5 million, and an increase in deferred compensationIT software expense of $0.5$0.3 million.
General and Administrative. General and administrative expenses decreased 4%, from the three months ended September 30, 2017 to the three months ended September 30, 2018. This decrease is due primarily to a decrease in information technology consulting expense.
Sales and Marketing. Sales and marketing expenses increased 4%by $0.5 million, or 12%, from the threenine months ended September 30, 20172018, to the threenine months ended September 30, 2018.2019. The increase was primarily due to our branding and public relations initiatives, which were primarily focused on our fixed income strategies, and additional payments made to third-party intermediaries related to the sale of our proprietary funds.sales data costs.
Mutual Fund Administration. Mutual fund administration expenses decreased by $0.2$0.3 million, or 22%10%, from the threenine months ended September 30, 20172018 to the threenine months ended September 30, 2018.2019. Mutual fund administration expenses consist of both variable and fixed expenses. The variable expenses are based on Fund AUM and the number of shareholder accounts. The decrease was primarily due to a reduction in outsourced administration services.
Nine Months Ended September 30, 2018 compared with Nine Months Ended September 30, 2017
The Company generated net income attributable to common shareholders of $42.6 million ($12.11 per diluted share) for the nine months ended September 30, 2018, compared with net income attributable to common shareholders of $38.1 million ($11.05 per diluted share) for the nine months ended September 30, 2017. Revenue increased $3.8 million period over period primarily due to an increase in average AUM. The revenue increase was partially offset by an increase in operating expenses of $1.0 million primarily related to increases in compensationservices and related costs. The Company had $7.2 million in investment income due to market appreciation for the nine months ended September 30, 2018 compared to investment income of $9.7 million for the nine months ended September 30, 2017.
Income tax expense decreased $4.6 million from the nine months ended September 30, 2017 to the nine months ended September 30, 2018 due to the reduction of the Company's effective tax rate from 32.6% to 24.6%. This reduction was primarily due to the impact of the Tax Cuts and Jobs Act. The effective tax rate of 24.6% differed from the federal statutory tax rate of 21% due primarily to the additional income tax expense recorded in the state and city jurisdictions in which we do business, which was partially offset by $0.7 million of excess tax benefits from the vesting of stock awards.

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Operating profit margin was 46% for the nine months ended September 30, 2018 and 45% for the nine months ended September 30, 2017. Operating profit margin, as adjusted, was 47% for both the nine months ended September 30, 2018 and 2017. See Use of Supplemental Data as Non-GAAP Performance Measure section within this report. We expect that our operating margin may fluctuate from period to period based on various factors, including revenues; investment results; employee performance; staffing levels; development of investment strategies, products, or channels; and industry comparisons.
Revenue
 Nine Months Ended 
 September 30,
  
(in thousands, except percentages)2018 2017 % Change
Investment advisory$103,086
 $98,106
 5 %
Mutual fund administration, net8,095
 9,247
 (12)%
Total$111,181
 $107,353
 4 %
Investment Advisory Fees. Investment advisory fees increased $5.0 million, or 5%, from the nine months ended September 30, 2017 to the nine months ended September 30, 2018. Investment advisory fees are calculated as a percentage of the market value of client accounts at contractual fee rates, which vary by investment product. The increase in investment advisory fees was driven by an increase of 8% in average AUM period over period, and was partially offset by a7% decrease of two basis points in the average advisory fee rate from 0.64% for the nine months ended September 30, 2017 to 0.62% for the nine months ended September 30, 2018. The decrease in average advisory fee rate was driven by a shift in the mix of assets held in lower fee rate strategies during the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017.
Mutual Fund Administration Fees. Mutual fund administration fees decreased $1.2 million, or 12%, from the nine months ended September 30, 2017 to the nine months ended September 30, 2018. Mutual fund administration fees include administration fees received from the Funds, which are calculated as a percentage of average Funds' AUM. The decrease was due to a reduction in the administration fee rates paid by the Funds and an increase in shareholder servicing expenses and required shareholder mailings that DHCM pays on behalf of the Funds. This was partially offset by the 9% increase in average Funds' AUM from the nine months ended September 30, 20172018, to the nine months ended September 30, 2018. The table below summarizes the decreases in the administration fee rates during the periods indicated:
 Class A & C Class I Class Y
1/1/2017 - 5/31/20170.24% 0.19% 0.09%
6/1/2017 - 2/27/20180.23% 0.18% 0.08%
2/28/2018 - 9/30/20180.21% 0.17% 0.05%
Expenses
 Nine Months Ended 
 September 30,
  
(in thousands, except percentages)2018 2017 % Change
Compensation and related costs$44,401
 $42,439
 5 %
General and administrative8,749
 9,557
 (8)%
Sales and marketing3,793
 3,613
 5 %
Mutual fund administration2,769
 3,149
 (12)%
Total$59,712
 $58,758
 2 %
Compensation and Related Costs. Employee compensation and benefits increased by $2.0 million, or 5%, from the nine months ended September 30, 2017 to the nine months ended September 30, 2018. This increase is primarily due to increases in salary and related benefits of $2.3 million and in incentive compensation and restricted stock expense of $0.2 million. These increases were partially offset by a decrease in deferred compensation expense of $0.5 million. Incentive compensation expense can fluctuate significantly period over period as we evaluate investment performance, individual performance, Company performance and other factors.

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General and Administrative. General and administrative expenses decreased by $0.8 million, or 8%, from the nine months ended September 30, 2017 to the nine months ended September 30, 2018. This decrease was primarily due to decreases in charitable donations of $1.0 million and information technology consulting expense of $0.4 million, which were partially offset by an increase in research expenses to support our investment team of $0.4 million and depreciation expense of $0.2 million.
Sales and Marketing. Sales and marketing expenses increased by $0.2 million, or 5%, from the nine months ended September 30, 2017 to the nine months ended September 30, 2018. The increase was primarily due to additional payments made to third-party intermediaries related to the sale of our proprietary funds.
Mutual Fund Administration. Mutual fund administration expenses decreased by $0.4 million, or 12%, from the nine months ended September 30, 2017 to the nine months ended September 30, 2018. Mutual fund administration expenses consist of both variable and fixed expenses. The variable expenses are based on Fund AUM and the number of shareholder accounts. The decrease was primarily due to a reduction in outsourced administration services.2019.
Liquidity and Capital Resources
Sources of Liquidity
Our current financial condition is highly liquid, with a significant amount of our assets comprised of cash and cash equivalents, investments, accounts receivable, and accounts receivable.other current assets. Our main source of liquidity is cash flows from operating activities, which are generated from investment advisory and mutual fund administration fees. Cash and cash equivalents, investments held directly by DHCM, accounts receivable, and investmentsother current assets represented approximately 96%$232.0 million and 94%$216.5 million of total assets as of September 30, 20182019 and December 31, 2017,2018, respectively. We believe these sources of liquidity, as well as our continuing cash flows from operating activities, will be sufficient to meet our current and future operating needs for at least the next 12 months.
Uses of Liquidity
In line with the Company’s primary objective to fulfill our fiduciary duty to clients and our secondary objective to achieve an adequate long-term return for shareholders, we anticipate our main uses of cash will be for operating expenses and seed capital to fund new and existing investment strategies.

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Our board of directors and management regularly review various factors to determine whether we have capital in excess of that required for our business and the appropriate use of any excess capital. The factors considered include our investment opportunities, capital needed for investment strategies, risks, and future dividend and capital gain tax rates. Our board of directors has also authorized management to repurchase the Company's common shares having an aggregate purchase price up to $50.0 million.million, of which $19.5 million is remaining as of September 30, 2019. The authority to repurchase shares willmay be exercised from time to time as market conditions warrant and is subject to regulatory considerations. Evaluating management’s stewardship of capital for shareholders is a central part of our investment discipline that we practice for our clients. We hold ourselves to the same standard.
Working Capital
As of September 30, 2018,2019, the Company had working capital of approximately $213$204.8 million, compared to $163$180.4 million at December 31, 2017.2018. Working capital includes cash securities owned by common shareholders, prepaid expenses and cash equivalents, accounts receivable, investments, and other current receivables,assets of DHCM, net of allaccounts payable and accrued expenses, accrued incentive compensation, deferred compensation and other current liabilities and redeemable noncontrolling interest. of DHCM.
The Company has no debt, and we believe our available working capital is sufficient to cover current expenses and presently anticipated capital expenditures.

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Below is a summary of securities owned by the Company as of September 30, 20182019 and December 31, 2017.
2018.
As ofAs of
September 30, 2018 December 31, 2017September 30, 2019 December 31, 2018
Corporate Investments:      
Diamond Hill Core Bond Fund$36,394,830
 $30,529,852
$43,824,406
 $37,197,134
Diamond Hill High Yield Fund25,571,852
 14,200,885
18,493,568
 25,931,879
Diamond Hill Research Opportunities Fund14,970,772
 12,912,291
Diamond Hill Global Fund10,135,814
 8,482,790
Diamond Hill International Fund(a)
7,325,924
 
Diamond Hill International Equity Fund, L.P.(a)

 1,057,445
Diamond Hill Mid Cap Fund17,929,066
 19,270,451

 15,035,251
Diamond Hill Research Opportunities Fund16,022,598
 15,409,571
Diamond Hill Valuation-Weighted 500 ETF12,190,658
 12,096,719
Diamond Hill Global Fund10,086,637
 
Diamond Hill Global Fund, L.P.
 2,055,196
Diamond Hill International Equity Fund, L.P.1,193,456
 1,173,870
Diamond Hill Valuation-Weighted 500 ETF(b)

 11,497,699
Total Corporate Investments119,389,097
 94,736,544
94,750,484
 112,114,489
Deferred Compensation Plan Investments in the Funds25,432,661
 20,480,790
28,416,798
 22,387,874
Total investments held by DHCM144,821,758
 115,217,334
123,167,282
 134,502,363
Redeemable noncontrolling interest in Consolidated Funds(c)67,567,719
 23,258,688
10,811,417
 68,985,854
Total Investment Portfolio$212,389,477
 $138,476,022
$133,978,699
 $203,488,217
(a) As of June 28, 2019, the Company converted the Diamond Hill International Equity Fund, L.P. into the Diamond Hill International Fund.
(b) The ETF liquidated on April 5, 2019.
(c) The Company deconsolidated the ETF, Diamond Hill Core Bond Fund and the Diamond Hill High Yield Fund during the nine months ended September 30, 2019, as the Company's ownership in each declined to less than 50%.
Cash Flow Analysis
Cash Flows from Operating Activities
The Company’s cash flows from operating activities are calculated by adjusting net income to reflect other significant operating sources and uses of cash, certain significant non-cash items, such as share-based compensation, and timing differences in the cash settlement of operating assets and liabilities. We expect that cash flows provided by operating activities will continue to serve as our primary source of working capital in the near future.
For the nine months ended September 30, 2019, net cash provided by operating activities totaled $40.1 million. Cash inflows provided by operating activities was primarily driven by net income of $45.2 million, the add back of share-based compensation of $6.7 million, depreciation of $0.9 million, and net redemptions of securities held in the underlying investment portfolios of the Consolidated Funds of $10.1 million. These cash inflows were partially offset by a decrease in accrued incentive compensation of $4.8 million, and the cash impact of timing differences in the settlement of assets and liabilities of $18.0 million. Absent the cash used by Consolidated Funds to purchase securities into their investment portfolios, cash flow provided by operations was $33.5 million.

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For the nine months ended September 30, 2018, net cash provided by operating activities totaled $9.6 million. Cash inflows provided by operating activities was primarily driven by net income of $44.2 million, the add back of share-based compensation of $6.5 million, depreciation of $0.9 million, and the cash impact of timing differences in the settlement of assets and liabilities of $5.2 million. These cash inflows were partially offset by net purchases of trading securities held in the underlying investment portfoliosportfolio of the Consolidated Funds of $47.2 million. Absent the cash used by Consolidated Funds to purchase securities into their investment portfolios, cash flow provided by operations waswould have been $55.9 million.
For the nine months ended September 30, 2017, net cash provided by operating activities totaled $40.6 million. Cash inflows provided by operating activities were primarily driven by net income of $39.2 million and the add-back of share-based compensation of $6.2 million, depreciation of $0.7 million, and the cash impact of timing differences in the settlement of assets and liabilities of $0.1 million. These cash inflows were partially offset by the net change in trading securities held in the underlying investment portfolios of the Consolidated Funds of $5.6 million. Absent the cash used by the Consolidated Funds to purchase securities into their investment portfolios, cash flow provided by operations was approximately $43.5 million.
Cash Flows from Investing Activities
The Company’s cash flows from investing activities consist primarily of capital expenditures and purchases and redemptions in our investment portfolio.
Cash flows provided by investing activities totaled $9.0 million for the nine months ended September 30, 2019. Cash flows provided by investing activity were primarily driven by proceeds from the sale of investments of $43.2 million. The cash inflows were partially offset by investments purchased of $11.0 million and property and equipment purchased of $0.6 million. The remaining change in reported cash flows from investing activities was attributable to $22.7 million in net cash that was removed from our balance sheet due to the deconsolidation of the ETF during the period.
Cash flows used in investing activities totaled $3.3 million for the nine months ended September 30, 2018. The Company purchased investments of $4.4 million and purchased $0.7 million of property and equipment during the period. These cash outflows were partially offset by proceeds from the sale of investments of $1.8 million.
Cash flows used in investing activities totaled $11.1 million for the nine months ended September 30, 2017. The Company purchased investments of $13.3 million and $0.5 million of property and equipment during the period. These cash outflows were partially offset by proceeds from sales of investments of $2.7 million.

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Table of Contents


Cash Flows from Financing Activities
The Company’s cash flows from financing activities consist primarily of the payment of special dividends, the repurchase of its common shares, shares withheld related to employee tax withholding, and distributions to, or contributions from, redeemable noncontrolling interest holders.
For the nine months ended September 30, 2019, net cash used in financing activities totaled $15.3 million, consisting of repurchases of the Company’s common shares of $23.2 million and the value of shares withheld related to employee tax withholding of $1.0 million, which were partially offset by net subscriptions received in the Consolidated Funds from redeemable noncontrolling interest holders of $8.9 million.
For the nine months ended September 30, 2018, net cash provided by financing activities totaled $17.7 million, consisting of net subscriptions received in the Consolidated Funds from redeemable noncontrolling interest holders of $19.3 million, which were partially offset by the value of shares withheld related to employee tax withholding of $1.6 million.
For the nine months ended September 30, 2017, net cash provided by financing activities totaled $3.2 million, consisting of net subscriptions received in the Consolidated Funds from redeemable noncontrolling interest holders of $6.0 million, which were partially offset by the value of shares withheld related to employee tax withholding of $2.8 million.
Supplemental Consolidated Cash Flow Statement
Our consolidated balance sheets reflect the investments and other assets and liabilities of the Consolidated Funds, as well as redeemable noncontrolling interests for the portion of the Consolidated Funds that are held by third-party investors. Although we can redeem our net interest in the Consolidated Funds at any time, we cannot directly access or sell the assets held by the Consolidated Funds to obtain cash for general operations. Additionally, the assets of the Consolidated Funds are not available to our general creditors.

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The following table summarizes the condensed cash flows for the nine months ended September 30, 2018,2019, that are attributable to Diamond Hill Investment Group, Inc. and to the Consolidated Funds, and the related eliminations required in preparing the consolidated statements.
Nine Months Ended September 30, 2018Nine Months Ended September 30, 2019
Cash flow attributable to Diamond Hill Investment Group, Inc. Cash flow attributable to Consolidated Funds Eliminations As reported on the Consolidated Statement of Cash FlowsCash flow attributable to Diamond Hill Investment Group, Inc. Cash flow attributable to Consolidated Funds Eliminations As reported on the Consolidated Statement of Cash Flows
Cash flows from Operating Activities:              
Net Income$42,567,882
 $3,549,489
 $(1,877,849) $44,239,522
$41,545,254
 $9,184,253
 $(5,499,454) $45,230,053
Adjustments to reconcile net income to net cash provided by (used in) operating activities:              
Depreciation868,243
 
 
 868,243
892,463
 
 
 892,463
Share-based compensation6,472,823
 
 
 6,472,823
6,724,201
 
 
 6,724,201
Net (gains)/losses on investments(1,512,557) (3,549,489) 1,877,849
 (3,184,197)(13,780,766) (9,184,253) 5,499,454
 (17,465,565)
Net change in securities held by Consolidated Funds
 (47,246,344) 
 (47,246,344)
 10,149,201
 
 10,149,201
Other changes in assets and liabilities7,505,048
 976,231
 
 8,481,279
(1,924,789) (3,534,140) 
 (5,458,929)
Net cash provided by (used in) operating activities55,901,439
 (46,270,113) 
 9,631,326
Net cash used in investing activities(30,281,588) 
 27,008,953
 (3,272,635)
Net cash provided by (used in) financing activities(1,602,526) 46,270,113
 (27,008,953) 17,658,634
Net cash provided by operating activities33,456,363
 6,615,061
 
 40,071,424
Net cash provided by (used in) investing activities24,506,012
 (22,723,853) 7,173,894
 8,956,053
Net cash (used in) provided by financing activities(24,278,693) 16,108,792
 (7,173,894) (15,343,795)
Net change during the period24,017,325
 
 
 24,017,325
33,683,682
 
 
 33,683,682
Cash and cash equivalents at beginning of period76,602,108
 
 
 76,602,108
84,430,059
 
 
 84,430,059
Cash and cash equivalents at end of period$100,619,433
 $
 $
 $100,619,433
$118,113,741
 $
 $
 $118,113,741



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Use of Supplemental Data as Non-GAAP Performance Measure
As supplemental information, we are providing performance measures that are based on methodologies other than U.S. generally accepted accounting principles (“non-GAAP”). We believe the non-GAAP measures below are useful measures of our core business activities, are important metrics in estimating the value of an asset management business, and may enable more appropriate comparison to our peers. These non-GAAP measures should not be a substitute for financial measures calculated in accordance with GAAP, and may be calculated differently by other companies. The following schedule reconciles GAAP measures to non-GAAP measures for the three and nine months ended September 30, 20182019 and 2017,2018, respectively.


Three Months Ended 
 September 30,
 Nine Months Ended 
 September 30,
Three Months Ended 
 September 30,
 Nine Months Ended 
 September 30,
(in thousands, except percentages and per share data)2018 2017 2018 20172019 2018 2019 2018
Total revenue$37,472
 $36,772
 $111,181
 $107,353
$34,592
 $37,472
 $100,717
 $111,181
              
Net operating income, GAAP basis$16,916
 $16,887
 $51,469
 $48,596
$12,757
 $16,916
 $35,970
 $51,469
Non-GAAP adjustment:              
Gains on deferred compensation plan investments, net(1)
983
 451
 923
 1,472
357
 983
 4,052
 923
Net operating income, as adjusted, non-GAAP basis(2)
17,899
 17,338
 52,392
 50,068
13,114
 17,899
 40,022
 52,392
Non-GAAP adjustment:              
Tax provision on net operating income, as adjusted, non-GAAP basis(3)
(4,633) (5,731) (12,897) (16,342)(3,442) (4,896) (10,284) (13,275)
Net operating income, as adjusted, after tax, non-GAAP basis(4)
$13,266
 $11,607
 $39,495
 $33,726
$9,672
 $13,003
 $29,738
 $39,117


 

 

 



 

 

 

Net operating income, as adjusted after tax per diluted share, non-GAAP basis(5)
$3.76
 $3.35
 $11.24
 $9.78
$2.83
 $3.68
 $8.59
 $11.13
Diluted weighted average shares outstanding, GAAP basis3,532
 3,461
 3,515
 3,448
3,412
 3,532
 3,461
 3,515
              
Operating profit margin, GAAP basis45% 46% 46% 45%37% 45% 36% 46%
Operating profit margin, as adjusted, non-GAAP basis(6)
48% 47% 47% 47%38% 48% 40% 47%
(1)Gains on deferred compensation plan investments, net: The gain on deferred compensation plan investments, which increases deferred compensation expense included in operating income, is removed from operating income in the calculation because it is offset by an equal amount in investment income below net operating income on the income statement, and thus has no impact on net income attributable to the Company.
(2)Net operating income, as adjusted: This non-GAAP measure was calculated asrepresents the Company’s net operating income adjusted to exclude the impact on compensation expense of gains and losses on investments in the deferred compensation plan.
(3)Tax provision on net operating income, as adjusted: This non-GAAP measure represents the tax provision excluding the impact of investment related activity and is calculated by applying the unconsolidated effective tax rate from the actual tax provision to net operating income, as adjusted.
(4)Net operating income, as adjusted, after tax: Thisnon-GAAP measure deducts from the net operating income, as adjusted, the tax provision on net operating income, as adjusted.
(5)Net operating income, as adjusted after tax per diluted share: This non-GAAP measure was calculated by dividing the net operating income, as adjusted after tax, by diluted weighted average shares outstanding.
(6) Operating profit margin, as adjusted: This non-GAAP measure was calculated by dividing the net operating income, as adjusted, by total revenue.


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Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements. We do not have any obligationsobligation under a guarantee contracts, anycontract, or a retained or contingent interestsinterest in assets or similar arrangementsarrangement that serveserves as credit, liquidity, or market risk support for such assets, or any other obligation, including anya contingent obligation, under a contract that would be accounted for as a derivative instrument or arising out of a variable interest.

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Critical Accounting Policies and Estimates

Consolidation. We consolidate all subsidiaries and certain investments in which we haveFor a controlling interest. We are generally deemed to have a controlling interest when we own the majoritysummary of the voting interest of a VRE or are deemedcritical accounting policies important to beunderstanding the primary beneficiary of a VIE. VIEs are entities that lack sufficient equity to finance their activities or the equity holders do not have defined power to direct the activities of the entity normally associated with an equity investment. Our analysis to determine whether an entity is a VIE or a VRE involves judgment and considers several factors, including an entity's legal organization, equity structure, the rights of the investment holders, our ownership interestcondensed consolidated financial statements, please see Note 2, Significant Accounting Policies, in the entity, and our contractual involvement with the entity. We continually review and reconsider our VIE or VRE conclusions upon the occurrence of certain events, such as changes to our ownership interest or amendments to contract documents. Our VIEs are primarily sponsored investment entities and our variable interest consists of our equity ownership in these entities. The Company concluded we are not the primary beneficiary of any of these VIEs as of September 30, 2018, as we lack the power to control these entities.

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’scondensed consolidated financial statements or tax returns. Judgment is requiredcontained in assessing the future tax consequencesPart I, Item 1 of events that have been recognizedthis Form 10-Q, and Critical Accounting Policies in our financial statements or tax returns.

Revenue Recognition on Performance-Based Advisory Contracts. We have certain investment advisory contracts in which a portionManagement’s Discussion and Analysis of the fees are based on investment performance achievedFinancial Condition and Results of Operations in the respective client portfolio in excess of a specified hurdle rate. These fees are calculated based on client investment results over rolling five-year periods. The Company records variable performance fees at the end of the contract measurement period because the variable fees earned are constrained based on movements2018 Annual Report, and Note 2, Significant Accounting Policies, in the financial markets.

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 services, and legal and audit services. 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 responsible2018 Annual Report 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.

further information.
ITEM 3:Quantitative and Qualitative Disclosures About Market Risk
There has been no material change in the information provided in Item 7A of the Company’s 20172018 Annual Report.


ITEM 4:Controls and Procedures
Management, including the Chief Executive Officer and the Chief Financial Officer, has conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act) as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on that 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 Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’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 Exchange Act 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 been no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 20182019, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II:OTHER INFORMATION
 
ITEM 1:Legal Proceedings
From time to time, the Company is party to ordinary, routine litigation that is incidental to its business. There are currently no such matters pending that the Company believes could have a material adverse effect on its consolidated financial statements.


ITEM 1A:Risk Factors
There has been no material change to the information provided in Item 1A of the Company’s 20172018 Annual Report.


ITEM 2:Unregistered Sales of Equity Securities and Use of Proceeds
During the quarter ended September 30, 2018,2019, the Company did not purchase any of its common shares and did not sell any common shares that were not registered under the Securities Act of 1933. The following table sets forth information regarding the Company’s repurchase program of its common shares during the third quarter of fiscal year 2018:September 30, 2019:
 

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Period
Total Number of Shares Purchased for Employee Tax Withholdings(a)
 
Total Number
of Shares 
Purchased
as part of Publicly
Announced Program(b)
 
Average Price
Paid Per Share
 
Purchase Price of Shares
 Purchased
Under the Program
 Aggregate Purchase Price Yet To Be Purchased Under the Program
July 1, 2018 through
   July 31, 2018
3,525
 
 $
 
 50,000,000
August 1, 2018 through
   August 31, 2018

 
 $
 
 50,000,000
September 1, 2018 through
   September 30, 2018

 
 $
 
 50,000,000
Total3,525
 
 $


  
Period
Total Number of Shares Purchased for Employee Tax Withholdings(a)
 
Total Number
of Shares 
Purchased
as part of Publicly
Announced Program(b)
 
Average Price
Paid Per Share Purchased Under the Program
 
Purchase Price of Shares
 Purchased
Under the Program
 Aggregate Purchase Price Yet To Be Purchased Under the Program
July 1, 2019 through
   July 31, 2019
3,088
 197
 $134.62
 $26,520
 $27,084,605
August 1, 2019 through
   August 31, 2019

 50,105
 $132.14
 $6,620,855
 $20,463,750
September 1, 2019 through
   September 30, 2019

 6,905
 $134.98
 $932,060
 $19,531,690
Total3,088
 57,207
 $132.49

$7,579,435
  
a.)(a)The Company regularly withholds shares for tax payments due upon employee restricted stock vestings. During the quarter ended September 30, 2018,2019, the Company purchased 3,5253,088 shares of the Company's common sharesfor employee tax withholdings at an average price paid per share of $194.43. Those repurchases consisted solely of shares withheld for tax payments due upon employee Restricted Stock which vested during the quarter.$141.72.
b.)(b)The Company's current share repurchase program was announced on September 25, 2018. The BoardOur board of Directorsdirectors authorized management to repurchase up to $50,000,000 of the Company’s common shares in the open market and in private transactions in accordance with applicable securities laws. The Company’s share repurchase program will expire in September 2020. The Company's previous program, announced on August 9, 2007, was terminated effective with the adoption of the current program.
The Company has entered into a Rule 10b5-1 repurchase plan in connection with its currently effective repurchase program.  This plan is intended to qualify for the safe harbor under Rule 10b5-1 of the Securities Exchange Act of 1934.  A Rule 10b5-1 plan allows a company to purchase its shares at times when it would not ordinarily be in the market due to its trading policies or the possession of material nonpublic information. Purchases may be made in the open market or through privately negotiated transactions. Purchases in the open market will be made in compliance with Rule 10b-18 under the Exchange Act. Because the repurchases under the 10b5-1 plan will beare subject to specified parameters and certain price, timing and volume restraints specified in the plan, there is no guarantee as to the exact number of shares that will be repurchased, or that there will be any repurchases at all pursuant to the plan.


Through September 30, 2019, the Company has repurchased 211,272 of the Company's common shares under the repurchase program at a total cost of $30.5 million.
ITEM 3:Defaults Upon Senior Securities
None



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ITEM 4:Mine Safety Disclosures
None


ITEM 5:Other Information
None




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ITEM 6:Exhibits
3.1  
   
3.2 
   
3.3  
10.1
   
31.1  
   
31.2  
   
32.1  
Section 1350 Certifications. (Furnished herewith)
   
101.INS  XBRL Instance Document.Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
   
101.SCH  XBRL Taxonomy Extension Schema Document.
   
101.CAL  XBRL Taxonomy Extension Calculation Linkbase Document.
   
101.DEF  XBRL Taxonomy Definition Linkbase Document.
   
101.LAB  XBRL Taxonomy Extension Label Linkbase Document.
   
101.PRE  XBRL Taxonomy Extension Presentation Linkbase Document.




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DIAMOND HILL INVESTMENT GROUP, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
DIAMOND HILL INVESTMENT GROUP, INC.
 
Date Title Signature
     
October 30, 201829, 2019 Chief Executive Officer and President /s/ Christopher M. BingamanHeather E. Brilliant
    Christopher M. BingamanHeather E. Brilliant
     
October 30, 201829, 2019 Chief Financial Officer and Treasurer /s/ Thomas E. Line
    Thomas E. Line




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