Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 30, 2013 | |
Document Documentand Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'GHL | ' |
Entity Registrant Name | 'GREENHILL & CO INC | ' |
Entity Central Index Key | '0001282977 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 27,767,702 |
Consolidated_Statements_of_Fin
Consolidated Statements of Financial Condition (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Cash and cash equivalents ($5.2 million and $7.1 million restricted from use at September 30, 2013 and December 31, 2012, respectively) | $30,344 | $50,324 |
Advisory fees receivable, net of allowance for doubtful accounts of $0.0 million at September 30, 2013 and December 31, 2012 | 64,645 | 54,444 |
Other receivables | 4,341 | 1,554 |
Property and equipment, net of accumulated depreciation of $56.2 million and $54.8 million at September 30, 2013 and December 31, 2012, respectively | 11,893 | 14,404 |
Other investments | 11,012 | 34,215 |
Investments in merchant banking funds | 11,285 | 16,772 |
Goodwill | 149,112 | 164,890 |
Deferred tax asset | 47,062 | 47,512 |
Other assets | 2,982 | 2,855 |
Total assets | 332,676 | 386,970 |
Liabilities and Equity | ' | ' |
Compensation payable | 4,600 | 21,419 |
Accounts payable and accrued expenses | 9,450 | 7,872 |
Bank loan payable | 36,350 | 29,125 |
Current income taxes payable | 11,921 | 15,797 |
Deferred tax liability | 2,368 | 9,245 |
Total liabilities | 64,689 | 83,458 |
Common stock, par value $0.01 per share; 100,000,000 shares authorized, 37,840,092 and 36,513,507 shares issued as of September 30, 2013 and December 31, 2012, respectively; 27,747,240 and 27,488,828 shares outstanding as of September 30, 2013 and December 31, 2012, respectively | 378 | 365 |
Contingent convertible preferred stock, par value $0.01 per share; 10,000,000 shares authorized and 1,099,877 shares issued as of September 30, 2013 and December 31, 2012 and 439,951 and 1,099,877 shares outstanding as of September 30, 2013 and December 31, 2012, respectively | 14,446 | 46,950 |
Restricted stock units | 106,565 | 107,253 |
Additional paid-in capital | 532,503 | 458,642 |
Exchangeable shares of subsidiary; 257,156 shares issued as of September 30, 2013 and December 31, 2012, respectively; 32,804 shares outstanding as of September 30, 2013 and December 31, 2012, respectively | 1,958 | 1,958 |
Retained earnings | 150,231 | 159,918 |
Accumulated other comprehensive income (loss) | -4,789 | 6,624 |
Treasury stock, at cost, par value $0.01 per share; 10,092,852 and 9,024,679 shares as of September 30, 2013 and December 31, 2012 respectively | -534,347 | -479,551 |
Stockholders' equity | 266,945 | 302,159 |
Noncontrolling interests | 1,042 | 1,353 |
Total equity | 267,987 | 303,512 |
Total liabilities and equity | $332,676 | $386,970 |
Consolidated_Statements_of_Fin1
Consolidated Statements of Financial Condition (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Cash and cash equivalents, restricted from use | $5.20 | $7.10 |
Advisory fees receivable, allowance for doubtful accounts | 0 | 0 |
Property and equipment, accumulated depreciation | $56.20 | $54.80 |
Common stock, par value (usd per share) | $0.01 | $0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 37,840,092 | 36,513,507 |
Common stock, shares outstanding | 27,747,240 | 27,488,828 |
Contingent convertible preferred stock, par value (usd per share) | $0.01 | $0.01 |
Contingent convertible preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Contingent convertible preferred stock, shares issued | 1,099,877 | 1,099,877 |
Contingent convertible preferred stock, shares outstanding | 439,951 | 1,099,877 |
Exchangeable shares of subsidiary, shares issued | 257,156 | 257,156 |
Exchangeable shares of subsidiary, shares outstanding | 32,804 | 32,804 |
Treasury stock, par value (usd per share) | $0.01 | $0.01 |
Treasury stock, shares | 10,092,852 | 9,024,679 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenues | ' | ' | ' | ' |
Advisory revenues | $46,983 | $72,757 | $211,496 | $191,160 |
Investment revenues | -2,440 | -10,010 | -672 | 1,594 |
Total Revenues | 44,543 | 62,747 | 210,824 | 192,754 |
Expenses | ' | ' | ' | ' |
Employee compensation and benefits | 27,073 | 33,290 | 115,202 | 102,932 |
Occupancy and equipment rental | 4,672 | 4,627 | 13,322 | 13,370 |
Depreciation and amortization | 861 | 1,775 | 3,612 | 5,463 |
Information services | 2,042 | 2,103 | 6,020 | 6,192 |
Professional fees | 1,297 | 1,304 | 4,050 | 4,038 |
Travel related expenses | 2,879 | 2,270 | 9,360 | 8,359 |
Interest expense | 241 | 242 | 769 | 750 |
Other operating expenses | 2,529 | 3,158 | 8,453 | 9,337 |
Total expenses | 41,594 | 48,769 | 160,788 | 150,441 |
Income before taxes | 2,949 | 13,978 | 50,036 | 42,313 |
Provision for taxes | 1,152 | 5,389 | 19,134 | 15,348 |
Consolidated net income | 1,797 | 8,589 | 30,902 | 26,965 |
Less: Net income allocated to noncontrolling interests | 0 | 0 | 0 | 0 |
Net income allocated to common stockholders | $1,797 | $8,589 | $30,902 | $26,965 |
Average shares outstanding: | ' | ' | ' | ' |
Basic (shares) | 29,792,997 | 30,252,342 | 30,094,986 | 30,611,270 |
Diluted (shares) | 29,805,553 | 30,260,808 | 30,122,352 | 30,618,837 |
Earnings per share: | ' | ' | ' | ' |
Basic (usd per share) | $0.06 | $0.28 | $1.03 | $0.88 |
Diluted (usd per share) | $0.06 | $0.28 | $1.03 | $0.88 |
Dividends declared and paid per share (usd per share) | $0.45 | $0.45 | $1.35 | $1.35 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Consolidated net income | $1,797 | $8,589 | $30,902 | $26,965 |
Currency translation adjustment, net of tax | 3,190 | 3,276 | -11,413 | 3,742 |
Comprehensive income | 4,987 | 11,865 | 19,489 | 30,707 |
Less: Net income allocated to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income allocated to common stockholders | $4,987 | $11,865 | $19,489 | $30,707 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Equity (USD $) | Total | Common Stock | Contingent Convertible Preferred Stock | Restricted Stock Units | Additional Paid-in Capital | Exchangeable Shares of Subsidiary | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Parent | Noncontrolling Interests |
In Thousands, unless otherwise specified | |||||||||||
Beginning Balance at Dec. 31, 2011 | ' | $358 | $46,950 | $99,916 | $412,283 | $6,578 | $173,374 | $3,128 | ($396,386) | ' | $1,353 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued | ' | 7 | 0 | ' | 51,306 | ' | ' | ' | ' | ' | ' |
Restricted stock units recognized | ' | ' | ' | 54,178 | ' | ' | ' | ' | ' | ' | ' |
Restricted stock units delivered | ' | ' | ' | -46,841 | ' | ' | ' | ' | ' | ' | ' |
Tax benefit from the delivery of restricted stock units | ' | ' | ' | ' | -4,947 | ' | ' | ' | ' | ' | ' |
Exchangeable shares of subsidiary delivered | ' | ' | ' | ' | ' | -4,620 | ' | ' | ' | ' | ' |
Dividends | ' | ' | ' | ' | ' | ' | -57,129 | ' | ' | ' | ' |
Tax benefit from payment of restricted stock unit dividends | ' | ' | ' | ' | ' | ' | 1,581 | ' | ' | ' | ' |
Net income allocated to common stockholders | ' | ' | ' | ' | ' | ' | 42,092 | ' | ' | ' | ' |
Currency translation adjustment, net of tax | ' | ' | ' | ' | ' | ' | ' | 3,496 | ' | ' | ' |
Repurchased | ' | ' | ' | ' | ' | ' | ' | ' | -83,165 | ' | ' |
Net income (loss) allocated to noncontrolling interests | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 |
Distributions to noncontrolling interests | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 |
Ending Balance at Dec. 31, 2012 | 303,512 | 365 | 46,950 | 107,253 | 458,642 | 1,958 | 159,918 | 6,624 | -479,551 | 302,159 | 1,353 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued | ' | 13 | -32,504 | ' | 75,716 | ' | ' | ' | ' | ' | ' |
Restricted stock units recognized | ' | ' | ' | 42,916 | ' | ' | ' | ' | ' | ' | ' |
Restricted stock units delivered | ' | ' | ' | -43,604 | ' | ' | ' | ' | ' | ' | ' |
Tax benefit from the delivery of restricted stock units | ' | ' | ' | ' | -1,855 | ' | ' | ' | ' | ' | ' |
Exchangeable shares of subsidiary delivered | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' |
Dividends | ' | ' | ' | ' | ' | ' | -42,175 | ' | ' | ' | ' |
Tax benefit from payment of restricted stock unit dividends | ' | ' | ' | ' | ' | ' | 1,586 | ' | ' | ' | ' |
Net income allocated to common stockholders | 30,902 | ' | ' | ' | ' | ' | 30,902 | ' | ' | ' | ' |
Currency translation adjustment, net of tax | -11,413 | ' | ' | ' | ' | ' | ' | -11,413 | ' | ' | ' |
Repurchased | ' | ' | ' | ' | ' | ' | ' | ' | -54,796 | ' | ' |
Net income (loss) allocated to noncontrolling interests | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 |
Distributions to noncontrolling interests | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -311 |
Ending Balance at Sep. 30, 2013 | $267,987 | $378 | $14,446 | $106,565 | $532,503 | $1,958 | $150,231 | ($4,789) | ($534,347) | $266,945 | $1,042 |
Consolidated_Statements_of_Cha1
Consolidated Statements of Changes in Equity (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Common stock, par value (usd per share) | $0.01 | $0.01 |
Contingent convertible preferred stock, par value (usd per share) | $0.01 | $0.01 |
Treasury stock, par value (usd per share) | $0.01 | $0.01 |
Common Stock | ' | ' |
Common stock, par value (usd per share) | $0.01 | $0.01 |
Contingent Convertible Preferred Stock | ' | ' |
Contingent convertible preferred stock, par value (usd per share) | $0.01 | $0.01 |
Treasury Stock | ' | ' |
Treasury stock, par value (usd per share) | $0.01 | $0.01 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Operating activities: | ' | ' |
Consolidated net income | $30,902 | $26,965 |
Non-cash items included in consolidated net income: | ' | ' |
Depreciation and amortization | 3,612 | 5,463 |
Net investment gains | 1,612 | -100 |
Restricted stock units recognized and common stock issued | 42,916 | 42,008 |
Deferred taxes | -2,809 | -13,683 |
Deferred gain on sale of certain merchant banking assets | -147 | -194 |
Changes in operating assets and liabilities: | ' | ' |
Advisory fees receivable | -10,201 | -5,549 |
Other receivables and assets | -3,578 | -1,174 |
Compensation payable | -16,807 | -27,098 |
Accounts payable and accrued expenses | 3,326 | 7,607 |
Current income taxes payable | -3,876 | 1,989 |
Net cash provided by operating activities | 44,950 | 36,234 |
Investing activities: | ' | ' |
Purchases of investments | -500 | -6,536 |
Proceeds from sales of investments | 26,582 | 24,914 |
Distributions from investments | 1,004 | 3,040 |
Purchases of property and equipment | -637 | -2,106 |
Net cash provided by investing activities | 26,449 | 19,312 |
Financing activities: | ' | ' |
Proceeds from revolving bank loan | 89,900 | 62,595 |
Repayment of revolving bank loan | -82,675 | -55,270 |
Distributions to noncontrolling interests | -311 | 0 |
Dividends paid | -42,175 | -42,221 |
Purchase of treasury stock | -54,796 | -40,497 |
Net tax (cost) from the delivery of restricted stock units and payment of dividend equivalents | -269 | -4,430 |
Net cash used in financing activities | -90,326 | -79,823 |
Effect of exchange rate changes on cash and cash equivalents | -1,053 | 334 |
Net decrease in cash and cash equivalents | -19,980 | -23,943 |
Cash and cash equivalents, beginning of year | 50,324 | 62,050 |
Cash and cash equivalents, end of year | 30,344 | 38,107 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid for interest | 761 | 763 |
Cash paid for taxes, net of refunds | $27,040 | $24,742 |
Organization
Organization | 9 Months Ended | |
Sep. 30, 2013 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |
Organization | ' | |
Organization | ||
Greenhill & Co., Inc., a Delaware corporation, together with its subsidiaries (collectively, the “Company”), is a leading independent investment bank focused on providing financial advice on significant mergers, acquisitions, restructurings, financings and capital raisings to corporations, partnerships, institutions and governments. The Company acts for clients located throughout the world from its offices located in the United States, United Kingdom, Germany, Canada, Japan, Australia, Sweden and Brazil. | ||
The Company's activities as an investment banking firm constitute one business segment, with two principal sources of revenue: | ||
• | Advisory, which includes engagements relating to mergers and acquisitions, financing advisory and restructuring, and private equity and real estate capital advisory services; and | |
• | Investments, which includes the Company's principal investments in certain merchant banking funds, Iridium Communications Inc. (“Iridium”), other investments and interest income. | |
The Company's wholly-owned subsidiaries that provide advisory services include Greenhill & Co., LLC (“G&Co”), Greenhill & Co. International LLP (“GCI”), Greenhill & Co. Europe LLP (“GCE”), Greenhill & Co. Canada Ltd. (“GCC”), Greenhill & Co. Japan Ltd. (“GCJ”), Greenhill & Co. Australia Pty Limited (“Greenhill Australia”), and Greenhill & Co. Sweden AB ("GCS"). | ||
G&Co is engaged in investment banking activities principally in the U.S. G&Co is registered as a broker-dealer with the Securities and Exchange Commission (“SEC”) and the Financial Industry Regulatory Authority (“FINRA”), and is licensed in all 50 states and the District of Columbia. G&Co is also registered as a municipal advisor with the SEC and the Municipal Securities Rulemaking Board. | ||
GCI is engaged in investment banking activities in the U.K. and GCE is engaged in investment banking activities in Europe. GCI and GCE are subject to regulation by the U.K. Financial Conduct Authority (“FCA”). GCJ and GCC are engaged in investment banking activities in Japan and Canada, respectively. GCJ is registered with the Kanto Local Finance Bureau in Japan and is subject to regulation by the Financial Services Agency in Japan. Greenhill Australia engages in investment banking activities in Australia and New Zealand and is licensed and subject to regulation by the Australian Securities and Investment Commission (“ASIC”). GCS is engaged in investment banking activities in Sweden and the general Nordic region and is subject to regulation by the Swedish Financial Supervisory Authority. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies | |
Basis of Financial Information | |
These condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States (U.S. GAAP), which require management to make estimates and assumptions regarding future events that affect the amounts reported in our financial statements and these footnotes, including investment valuations, compensation accruals and other matters. Management believes that the estimates used in preparing its condensed consolidated financial statements are reasonable and prudent. Actual results could differ materially from those estimates. Certain reclassifications have been made to prior year information to conform to current year presentation. | |
The condensed consolidated financial statements of the Company include all consolidated accounts of Greenhill & Co., Inc. and all other entities in which the Company has a controlling interest after eliminations of all significant inter-company accounts and transactions. In accordance with the accounting pronouncements related to consolidation of variable interest entities, the Company consolidates the general partners of certain merchant banking funds in which it has a majority of the economic interest and control. The general partners account for their investments in these merchant banking funds under the equity method of accounting. As such, the general partners record their proportionate shares of income (loss) from the underlying merchant banking funds. As these merchant banking funds follow investment company accounting, and generally record all their assets and liabilities at fair value, the general partners’ investment in these merchant banking funds represents an estimation of fair value. The Company does not consolidate the merchant banking funds since the Company, through its general partner and limited partner interests, does not have a majority of the economic interest in such funds and the limited partners have certain rights to remove the general partner by a simple majority vote of unaffiliated third-party investors. | |
These condensed consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2012 included in the Company's Annual Report on Form 10-K filed with the SEC. The condensed consolidated financial information as of December 31, 2012 has been derived from audited consolidated financial statements not included herein. The results of operations for interim periods are not necessarily indicative of results for the entire year. | |
Revenue Recognition | |
Advisory Revenues | |
The Company's accounting policy is to recognize revenue when (i) there is persuasive evidence of an arrangement with a client, (ii) the agreed-upon services have been completed and delivered to the client or the transaction or events noted in the engagement letter are determined to be substantially complete, (iii) fees are fixed and determinable, and (iv) collection is reasonably assured. | |
The Company recognizes advisory fee revenues for mergers and acquisitions or financing advisory and restructuring engagements when the services related to the underlying transactions are completed in accordance with the terms of the engagement letter and all other requirements for revenue recognition are satisfied. | |
The Company recognizes private equity and real estate capital advisory fees at the time of the client's acceptance of capital or capital commitments to a fund in accordance with the terms of the engagement letter. Generally, fee revenue is determined based upon a fixed percentage of capital committed to the fund. For multiple closings, revenue is recognized at each interim closing based on the amount of capital committed at each closing at the fixed fee percentage. At the final closing, revenue is recognized at the fixed percentage for the amount of capital committed since the last interim closing. | |
While the majority of the Company's fee revenue is earned at the conclusion of a transaction or closing of a fund, on-going retainer fees, substantially all of which relate to non-success based strategic advisory and financing advisory and restructuring assignments, are also earned and recognized as advisory fee revenue over the period in which the related service is rendered. | |
The Company’s clients reimburse certain expenses incurred by the Company in the conduct of advisory engagements. Expenses are reported net of such client reimbursements. Client reimbursements totaled $1.3 million and $1.6 million for the three months ended September 30, 2013 and 2012, respectively and $4.8 million and $5.4 million for the nine months ended September 30, 2013 and 2012, respectively. | |
Investment Revenues | |
Investment revenues consist of (i) gains (or losses) on the Company's investments in certain merchant banking funds, Iridium and other investments, (ii) profit overrides from certain merchant banking funds, if any, and (iii) interest income. | |
The Company recognizes revenue on its investments in merchant banking funds based on its allocable share of realized and unrealized gains (or losses) reported by such funds. The Company recognizes revenue on its other investments, including Iridium, which considers the Company's influence or control of the investee, based on gains and losses on investment positions held, which arise from sales or changes in the fair value of investments. The amount of gains or losses are not predictable and can cause periodic fluctuations in net income and therefore subject the Company to market and credit risk. | |
If certain financial returns are achieved over the life of a merchant banking fund, the Company may recognize merchant banking profit overrides at the time that certain financial returns are achieved. Profit overrides are generally calculated as a percentage of the profits over a specified threshold earned by each fund on investments managed on behalf of unaffiliated investors except the Company. The Company may be required to repay a portion of the overrides it realized in the event a minimum performance level is not achieved by the fund as a whole (we refer to these potential repayments as “clawbacks”). As of September 30, 2013, the Company believes it is more likely than not that the amount of profit overrides recognized as revenue in prior periods, which relates solely to its interest in GCP I, will be realized and accordingly, the Company has not reserved for any clawback obligations under applicable fund agreements. | |
Cash and Cash Equivalents | |
The Company’s cash and cash equivalents consist of (i) cash held on deposit with financial institutions, (ii) cash equivalents and (iii) restricted cash. | |
At September 30, 2013 and December 31, 2012, the Company had $30.3 million and $50.3 million of cash and cash equivalents. The Company considers all highly liquid investments with a maturity date of three months or less, when purchased, to be cash equivalents. Cash equivalents primarily consist of money market funds and overnight deposits. At September 30, 2013 and December 31, 2012, the carrying value of the Company’s cash equivalents amounted to $6.8 million and $4.5 million, respectively, which approximated fair value, and are included in total cash and cash equivalents. | |
Also included in the total cash and cash equivalents balance at September 30, 2013 and December 31, 2012 was restricted cash of $5.2 million and $7.1 million, respectively (including $0.9 million and $2.6 million restricted for the payout of Greenhill Australia's deferred compensation plan, respectively). | |
The Company maintains its cash and cash equivalents with financial institutions with high credit ratings. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. | |
Advisory Fees Receivables | |
Receivables are stated net of an allowance for doubtful accounts. The estimate for the allowance for doubtful accounts is derived by the Company by utilizing past client transaction history and an assessment of the client’s creditworthiness. The Company did not record a charge for bad debt expense for either of the three or nine month periods ended September 30, 2013 or 2012. | |
Included in the advisory fees receivable balance at September 30, 2013 and December 31, 2012 were $24.9 million and $28.1 million, respectively, of long term receivables related to private equity and real estate capital advisory engagements, which are generally paid in installments over a period of three years. Included as a component of investment revenues on the condensed consolidated statements of income is interest income related to capital advisory engagements of $0.3 million and $0.5 million for the three month periods ended September 30, 2013 and 2012, respectively, and $0.6 million and $0.9 million for the nine month periods ended September 30, 2013 and 2012, respectively. | |
Credit risk related to advisory fees receivable is disbursed across a large number of clients located in various geographic areas. The Company controls credit risk through credit approvals and monitoring procedures but does not require collateral to support accounts receivable. | |
Investments | |
The Company's investment in Iridium is valued using its quoted market price. The Company's investments in merchant banking funds are recorded under the equity method of accounting based upon the Company's proportionate share of the estimated fair value of the underlying merchant banking fund's net assets. The value of merchant banking fund investments in privately held companies is determined by the general partner of the fund after giving consideration to the cost of the security, the pricing of other sales of securities by the portfolio company, the price of securities of other companies comparable to the portfolio company, purchase multiples paid in other comparable third-party transactions, the original purchase price multiple, market conditions, liquidity, operating results and other qualitative and quantitative factors. Discounts may be applied to the funds' privately held investments to reflect the lack of liquidity and other transfer restrictions. Because of the inherent uncertainty of valuations as well as the discounts applied, the estimated fair values of investments in privately held companies may differ significantly from the values that would have been used had a ready market for the securities existed. The value of merchant banking fund investments in publicly traded securities is determined using quoted market prices discounted for any legal or contractual restrictions on sale. The values at which the Company's investments are carried on its condensed consolidated statements of financial condition are adjusted to estimated fair value at the end of each quarter and the volatility in general economic conditions, stock markets and commodity prices may result in significant changes in the estimated fair value of the investments from period to period. | |
Goodwill | |
Goodwill is the cost of acquired companies in excess of the fair value of identifiable net assets at acquisition date. The Company tests its goodwill for impairment at least annually. An impairment loss is triggered if the estimated fair value of an operating unit is less than estimated net book value. Such loss is calculated as the difference between the estimated fair value of goodwill and its carrying value. | |
Goodwill is translated at the rate of exchange prevailing at the end of the periods presented in accordance with the accounting guidance for foreign currency translation. Any translation gain or loss is included in the foreign currency translation adjustment, which is included as a component of other comprehensive income in the condensed consolidated statements of changes in equity. At September 30, 2013, goodwill decreased by $15.8 million from the beginning of the year as a result of the foreign currency translation adjustment. | |
Restricted Stock Units | |
The Company accounts for its share-based compensation payments under which the fair value of restricted stock units granted to employees with future service requirements is recorded as compensation expense and the units are generally amortized over a three to five year service period following the date of grant. Compensation expense is determined based upon the fair market value of the Company’s common stock at the date of grant. As the Company expenses the awards, the restricted stock units recognized are recorded within equity. The restricted stock units are reclassified into common stock and additional paid-in capital upon vesting. The Company records as treasury stock the repurchase of stock delivered to its employees in settlement of tax liabilities incurred upon the vesting of restricted stock units. The Company records dividend equivalent payments on outstanding restricted stock units as a dividend payment and a charge to equity. | |
Earnings per Share | |
The Company calculates basic earnings per share (“EPS”) by dividing net income allocated to common stockholders by the weighted average number of shares outstanding for the period. The denominator for basic EPS includes the weighted average number of shares deemed issuable due to the vesting of restricted stock units for accounting purposes and the contingently issuable convertible preferred shares deemed to meet the performance contingency. | |
Diluted EPS includes the determinants of basic EPS plus the dilutive effect of the common stock deliverable pursuant to restricted stock units for which future service is required as a condition to the delivery of the underlying common stock. Under the treasury method, the number of shares issuable upon the vesting of restricted stock units included in the calculation of diluted EPS is the excess, if any, of the number of shares expected to be issued, less the number of shares that could be purchased by the Company with the proceeds to be received upon settlement at the average market closing price during the reporting period. | |
Provision for Taxes | |
The Company accounts for taxes in accordance with the accounting guidance for income taxes which requires the recognition of tax benefits or expenses on the temporary differences between the financial reporting and tax bases of its assets and liabilities. | |
The Company follows the guidance for income taxes in recognizing, measuring, presenting and disclosing in its financial statements uncertain tax positions taken or expected to be taken on its income tax returns. Income tax expense is based on pre-tax accounting income, including adjustments made for the recognition or derecognition related to uncertain tax positions. The recognition or derecognition of income tax expense related to uncertain tax positions is determined under the guidance. | |
Deferred tax assets and liabilities are recognized for the future tax attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period of change. Management applies the “more-likely-than-not criteria” when determining tax benefits. | |
Foreign Currency Translation | |
Assets and liabilities denominated in foreign currencies have been translated at rates of exchange prevailing at the end of the periods presented in accordance with the accounting guidance for foreign currency translation. Income and expenses transacted in foreign currency have been translated at average monthly exchange rates during the period. Translation gains and losses are included in the foreign currency translation adjustment, which is included as a component of other comprehensive income in the condensed consolidated statements of changes in equity. Foreign currency transaction gains and losses are included in the condensed consolidated statements of income. | |
Financial Instruments and Fair Value | |
The Company accounts for financial instruments measured at fair value in accordance with accounting guidance for fair value measurements and disclosures which establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under the pronouncement are described below: | |
Basis of Fair Value Measurement | |
Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | |
Level 2 – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and | |
Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. | |
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities that are subject to these disclosures. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs or instruments which trade infrequently and therefore have little or no price transparency are classified as Level 3. Transfers between levels are recognized as of the end of the period in which they occur. | |
Fair Value of Other Financial Instruments | |
The Company believes that the carrying values of all other financial instruments presented in the condensed consolidated statements of financial condition approximate their fair value generally due to their short-term nature and generally negligible credit risk. These fair value measurements would be categorized as Level 2 within the fair value hierarchy. | |
Noncontrolling Interests | |
The portion of the consolidated interests in the general partners of certain of the merchant banking funds not held by the Company is presented as noncontrolling interest, included as a component of equity in the condensed consolidated statements of financial condition. Additionally, the condensed consolidated statements of income separately present income allocated to both noncontrolling interests and common stockholders. | |
Property and Equipment | |
Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the life of the assets. Amortization of leasehold improvements is computed using the straight-line method over the lesser of the life of the asset or the remaining term of the lease. Estimated useful lives of the Company’s fixed assets are generally as follows: | |
Aircraft – 7 years | |
Equipment – 5 years | |
Furniture and fixtures – 7 years | |
Leasehold improvements – the lesser of 10 years or the remaining lease term |
Investments
Investments | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Schedule of Investments [Abstract] | ' | |||||||||||||||
Investments | ' | |||||||||||||||
Investments | ||||||||||||||||
Merchant Banking Funds | ||||||||||||||||
The Company has invested in certain previously sponsored merchant banking funds: Greenhill Capital Partners (“GCP I”) and Greenhill Capital Partners II (“GCP II”), which are families of merchant banking funds. In July 2013, the Company sold the remaining limited partnership interest in Greenhill Capital Partners III for approximately $2.0 million, which represented the book value of the investment at June 30, 2013. In connection with that sale, the purchasers assumed the remaining undrawn commitments to the fund. | ||||||||||||||||
The Company recognized a gain at the time of the exit from the merchant banking business, which is amortizing over a five year period ending in 2014. | ||||||||||||||||
As of September 30, 2013, the Company continues to retain control only of the general partner of GCP I and GCP II and consolidates the results of each such general partner. As the general partner, the Company is entitled to receive from those funds a portion of the override of the profits realized from investments. The Company recognizes profit overrides related to certain merchant banking funds at the time certain performance hurdles are achieved. The Company did not recognize any profit overrides for the three or nine month periods ended September 30, 2013 and 2012. | ||||||||||||||||
The carrying value of the Company’s investments in merchant banking funds are as follows (in thousands): | ||||||||||||||||
As of September 30, | As of December 31, | |||||||||||||||
2013 | 2012 | |||||||||||||||
(unaudited) | ||||||||||||||||
Investment in GCP I | $ | 1,732 | $ | 2,247 | ||||||||||||
Investment in GCP II | 7,627 | 11,173 | ||||||||||||||
Investment in GCP III | — | 1,367 | ||||||||||||||
Investment in other merchant banking funds | 1,926 | 1,985 | ||||||||||||||
Total investments in merchant banking funds | $ | 11,285 | $ | 16,772 | ||||||||||||
The investment in GCP I represents an interest in a previously sponsored merchant banking fund and includes $0.1 million and $0.3 million at September 30, 2013 and December 31, 2012, respectively, related to the noncontrolling interests in the managing general partner of GCP I. The investment in GCP II principally represents the capital interest in a portfolio company and also includes $0.9 million and $1.1 million at September 30, 2013 and December 31, 2012, respectively, related to the noncontrolling interests in the general partner of GCP II. | ||||||||||||||||
Approximately $0.3 million of the Company’s compensation payable related to profit overrides for unrealized gains of GCP I at September 30, 2013 and December 31, 2012. This amount may increase or decrease depending on the change in the fair value of GCP I, and is payable, subject to clawback, at the time cash proceeds are realized. | ||||||||||||||||
Investments in other merchant banking funds includes the Company's investment in Barrow Street III, a real estate investment fund, which we committed $5.0 million to in 2005. At September 30, 2013, $0.1 million of the Company's commitment remains unfunded and may be drawn any time prior to the expiration of the fund in June 2015. | ||||||||||||||||
Other Investments | ||||||||||||||||
The Company has other investments including investments in Iridium and certain deferred compensation plan investments related to Greenhill Australia. The Company’s other investments are as follows (in thousands): | ||||||||||||||||
As of September 30, | As of December 31, | |||||||||||||||
2013 | 2012 | |||||||||||||||
(unaudited) | ||||||||||||||||
Iridium common stock | $ | 10,978 | $ | 34,165 | ||||||||||||
Deferred compensation plan investments | 34 | 50 | ||||||||||||||
Total other investments | $ | 11,012 | $ | 34,215 | ||||||||||||
Iridium | ||||||||||||||||
At September 30, 2013, the Company owned 1,595,629 shares of Iridium common stock (NASDAQ:IRDM) with a quoted market price of $6.88 per share and had fully diluted share ownership in Iridium of approximately 2%. At December 31, 2012, the Company owned 5,084,016 shares of Iridium common stock with a quoted market price of $6.72 per share and had a fully diluted ownership of approximately 7%. | ||||||||||||||||
The carrying value of the investment in Iridium common stock is valued at the end of each period and its closing quoted market price. The Company’s investment in Iridium is accounted for as a trading security as the Company does not maintain or exercise significant influence over Iridium. | ||||||||||||||||
Deferred compensation plan investments | ||||||||||||||||
In connection with the acquisition of Caliburn Partnership Pty Limited ("Caliburn"), the Company assumed amounts due under Caliburn's deferred compensation plan. Under this plan, a portion of certain employees' compensation was deferred and invested in cash, or at the election of each respective employee, in certain mutual fund investments. These investments are being distributed to certain employees of Greenhill Australia over a period ending in 2016. The invested assets relating to this plan have been recorded on the condensed consolidated statements of financial condition as components of both cash and cash equivalents and other investments. The deferred compensation liability relating to the plan has been recorded on the condensed consolidated statements of financial condition as a component of compensation payable. Subsequent to the acquisition, the Company discontinued future participation in the plan. | ||||||||||||||||
Investment revenues | ||||||||||||||||
The Company’s investment revenues, by source, are as follows: | ||||||||||||||||
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(in thousands, unaudited) | ||||||||||||||||
Net realized and unrealized gains (losses) on investment in Iridium | $ | (3,223 | ) | $ | (10,826 | ) | $ | 1,347 | $ | (1,153 | ) | |||||
Net realized and unrealized gains (losses) on investments in merchant banking funds | 394 | 161 | (2,959 | ) | 1,253 | |||||||||||
Deferred gain on sale of certain merchant banking assets | 49 | 65 | 147 | 195 | ||||||||||||
Interest income | 340 | 590 | 793 | 1,299 | ||||||||||||
Total investment revenues | $ | (2,440 | ) | $ | (10,010 | ) | $ | (672 | ) | $ | 1,594 | |||||
Fair Value Hierarchy | ||||||||||||||||
The following tables set forth by level, assets and liabilities measured at fair value on a recurring basis. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. There were no transfers between Level 1 and Level 2 investments in the fair value measurement hierarchy during the three and nine month periods ended September 30, 2013 and 2012. | ||||||||||||||||
Assets Measured at Fair Value on a Recurring Basis as of September 30, 2013 | ||||||||||||||||
Quoted Prices in | Significant Other | Significant | Balance as of September 30, 2013 | |||||||||||||
Active Markets for | Observable Inputs | Unobservable Inputs | ||||||||||||||
Identical Assets | (Level 2) | (Level 3) | ||||||||||||||
(Level 1) | ||||||||||||||||
(in thousands) | ||||||||||||||||
Assets | ||||||||||||||||
Iridium common stock | $ | 10,978 | $ | — | $ | — | $ | 10,978 | ||||||||
Deferred compensation plan investments | — | 34 | — | 34 | ||||||||||||
Total investments | $ | 10,978 | $ | 34 | $ | — | $ | 11,012 | ||||||||
Assets Measured at Fair Value on a Recurring Basis as of December 31, 2012 | ||||||||||||||||
Quoted Prices in | Significant Other | Significant | Balance as of December 31, 2012 | |||||||||||||
Active Markets for | Observable Inputs | Unobservable Inputs | ||||||||||||||
Identical Assets | (Level 2) | (Level 3) | ||||||||||||||
(Level 1) | ||||||||||||||||
(in thousands) | ||||||||||||||||
Assets | ||||||||||||||||
Iridium common stock | $ | 34,165 | $ | — | $ | — | $ | 34,165 | ||||||||
Deferred compensation plan investments | — | 50 | — | 50 | ||||||||||||
Total investments | $ | 34,165 | $ | 50 | $ | — | $ | 34,215 | ||||||||
Level 3 Gains and Losses | ||||||||||||||||
There were no Level 3 investments during the three and nine month periods ended September 30, 2013 and 2012. |
Related_Parties
Related Parties | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Parties | ' |
Related Parties | |
At September 30, 2013 and December 31, 2012, the Company had no amounts receivable or payable to related parties. | |
In conjunction with the sale of certain assets of the merchant banking business, the Company agreed to sublease office space to GCP Capital beginning in April 2011. This sublease is expected to terminate in December 2013. The Company also subleases airplane and office space to a firm owned by the Chairman of the Company. The Company recognized rent reimbursements of $0.4 million and $1.2 million for each of the three and nine month periods ended September 30, 2013 and 2012, respectively, which are included as a reduction of occupancy and equipment rental on the condensed consolidated statements of income. |
Revolving_Bank_Loan_Facility
Revolving Bank Loan Facility | 9 Months Ended |
Sep. 30, 2013 | |
Debt Disclosure [Abstract] | ' |
Revolving Bank Loan Facility | ' |
Revolving Bank Loan Facility | |
At September 30, 2013, the Company had a $45.0 million revolving loan facility from a U.S. banking institution to provide for working capital needs and for other general corporate purposes. Effective May 1, 2013, the loan facility was renewed, with a maturity date of April 30, 2014. The revolving loan facility is secured by any cash distributed in respect of the Company’s investment in the U.S. based merchant banking funds and cash distributions from G&Co. In addition, the revolving loan facility has a prohibition on the incurrence of additional indebtedness without the prior approval of the lender and the Company is required to comply with certain financial and liquidity covenants. The weighted average daily borrowings outstanding under the revolving loan facility were approximately $30.9 million and $27.3 million for the nine months ended September 30, 2013 and 2012, respectively. The weighted average interest rate was 3.25% and 3.55% for the nine months ended September 30, 2013 and 2012, respectively. At September 30, 2013, the Company was compliant with all loan covenants. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2013 | |
Stockholders' Equity Note [Abstract] | ' |
Equity | ' |
Equity | |
On September 18, 2013, a dividend of $0.45 per share was paid to stockholders of record on September 4, 2013. Dividends include dividend equivalents of $4.7 million and $4.2 million, which were paid on outstanding restricted stock units during the nine months ended September 30, 2013 and September 30, 2012, respectively. | |
During the nine months ended September 30, 2013, 662,569 restricted stock units vested and were issued as common stock of which the Company is deemed to have repurchased 214,303 shares at an average price of $57.22 per share in conjunction with the payment of tax liabilities in respect of stock delivered to its employees in settlement of restricted stock units. In addition, during the nine months ended September 30, 2013, the Company repurchased in open market transactions 853,870 shares of its common stock at an average price of $49.81 per share. | |
During the nine months ended September 30, 2012, 632,794 restricted stock units vested and were issued as common stock of which the Company is deemed to have repurchased 176,781 shares at an average price of $45.21 per share in conjunction with the payment of tax liabilities in respect of stock delivered to its employees in settlement of restricted stock units. In addition, during the nine months ended September 30, 2012, the Company repurchased in open market transactions 859,006 shares of its common stock at an average price of $37.84 per share. | |
In connection with the acquisition of Caliburn, 1,099,877 shares of contingent convertible preferred stock ("Performance Stock") were issued. The Performance Stock, which does not pay dividends, was issued in tranches of 659,926 shares and 439,951 shares and converts to shares of the Company's common stock promptly after the third and fifth anniversary of the closing of the acquisition, respectively, if certain separate revenue targets are achieved. The revenue target for the first tranche was achieved and on April 1, 2013, the third anniversary of the closing, 659,926 shares of Performance Stock, which had a fair value of $32.5 million at the acquisition date, were converted to common stock. If the revenue target for the second tranche is achieved the Performance Stock will be converted to common stock on April 1, 2015. If the revenue target for the second tranche is not achieved, the Performance Stock in that tranche will be canceled. |
Earnings_Per_Share
Earnings Per Share | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Earnings Per Share | ' | |||||||||||||||
Earnings Per Share | ||||||||||||||||
The computations of basic and diluted EPS are set forth below: | ||||||||||||||||
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(in thousands, except per share amounts, unaudited) | ||||||||||||||||
Numerator for basic and diluted EPS — net income allocated to common stockholders | $ | 1,797 | $ | 8,589 | $ | 30,902 | $ | 26,965 | ||||||||
Denominator for basic EPS — weighted average number of shares | 29,793 | 30,252 | 30,095 | 30,611 | ||||||||||||
Add — dilutive effect of: | ||||||||||||||||
Weighted average number of incremental shares issuable from restricted stock units | 13 | 8 | 27 | 8 | ||||||||||||
Denominator for diluted EPS — weighted average number of shares and dilutive potential shares | 29,806 | 30,260 | 30,122 | 30,619 | ||||||||||||
Earnings per share: | ||||||||||||||||
Basic | $ | 0.06 | $ | 0.28 | $ | 1.03 | $ | 0.88 | ||||||||
Diluted | $ | 0.06 | $ | 0.28 | $ | 1.03 | $ | 0.88 | ||||||||
The weighted number of shares and dilutive potential shares for the three and nine month periods ended September 30, 2013 include the conversion of the first tranche of 659,926 shares of Performance Stock to common stock. The weighted number of shares for the three and nine month periods ended September 30, 2012 do not include the dilutive effect of the first tranche of Performance Stock since the revenue target was not achieved at that time. The weighted number of shares and dilutive potential shares for the three and nine month periods ended September 30, 2013 and 2012 do not include the Performance Stock related to the second tranche, which will be included in the Company's share count at the time the revenue target is met. If the revenue target for the second tranche is not achieved, the contingent convertible preferred shares in that tranche will be canceled. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
The Company's effective tax rate will vary depending on the source of the income. Investment and certain foreign sourced income are taxed at a lower effective rate than U.S. trade or business income. | |
The Company believes it is more likely than not that the deferred tax asset, which relates principally to compensation expense deducted for book purposes but not yet deducted for tax purposes, will be realized as offsets to: (i) the realization of its deferred tax liabilities and (ii) future taxable income. | |
Any gain or loss resulting from the translation of deferred taxes for foreign affiliates is included in the foreign currency translation adjustment incorporated as a component of other comprehensive income, net of tax, in the condensed consolidated statements of changes in equity and the condensed consolidated statements of comprehensive income. | |
The Company's income tax returns are routinely examined by the U.S. federal, U.S. state, and international tax authorities. The Company regularly assesses its tax positions with respect to applicable income tax issues for open tax years in each respective jurisdiction in which the Company operates. As of September 30, 2013, the Company does not believe the resolution of any current ongoing income tax examinations will have a material adverse impact on the financial position of the Company. |
Regulatory_Requirements
Regulatory Requirements | 9 Months Ended |
Sep. 30, 2013 | |
Regulatory Capital Requirements [Abstract] | ' |
Regulatory Requirements | ' |
Regulatory Requirements | |
Certain subsidiaries of the Company are subject to various regulatory requirements in the United States, United Kingdom, Australia and certain other jurisdictions, which specify, among other requirements, minimum net capital requirements for registered broker-dealers. | |
G&Co is subject to the SEC’s Uniform Net Capital requirements under Rule 15c3-1 (the “Rule”), which specifies, among other requirements, minimum net capital requirements for registered broker-dealers. The Rule requires G&Co to maintain a minimum net capital of the greater of $5,000 or 1/15 of aggregate indebtedness, as defined in the Rule. As of September 30, 2013, G&Co’s net capital was $1.4 million, which exceeded its requirement by $1.1 million. G&Co’s aggregate indebtedness to net capital ratio was 2.72 to 1 at September 30, 2013. Certain distributions and other capital withdrawals of G&Co are subject to certain notifications and restrictive provisions of the Rule. | |
GCI and GCE are subject to capital requirements of the FCA. Greenhill Australia is subject to capital requirements of the ASIC. We are also subject to certain capital regulatory requirements in other jurisdictions. As of September 30, 2013, GCI, GCE, Greenhill Australia, and our other regulated operations were in compliance with local capital adequacy requirements. |
Business_Information
Business Information | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||
Business Information | ' | |||||||||||
Business Information | ||||||||||||
The Company's activities as an investment banking firm constitute one business segment, with two principal sources of revenue: | ||||||||||||
• | Advisory, which includes engagements relating to mergers and acquisitions, financing advisory and restructuring, and private equity and real estate capital advisory services; and | |||||||||||
• | Investment, which includes the Company's principal investments in merchant banking funds, Iridium and other investments and interest. | |||||||||||
The following provides a breakdown of our revenues by source for the three and nine month periods ended September 30, 2013 and 2012, respectively: | ||||||||||||
For the Three Months Ended | ||||||||||||
30-Sep-13 | 30-Sep-12 | |||||||||||
Amount | % of Total | Amount | % of Total | |||||||||
(in millions, unaudited) | ||||||||||||
Advisory revenues | $47.00 | 105 | % | $72.70 | 116 | % | ||||||
Investment revenues | (2.4 | ) | (5 | )% | (10.0 | ) | (16 | )% | ||||
Total revenues | $44.60 | 100 | % | $62.70 | 100 | % | ||||||
For the Nine Months Ended | ||||||||||||
30-Sep-13 | 30-Sep-12 | |||||||||||
Amount | % of Total | Amount | % of Total | |||||||||
(in millions, unaudited) | ||||||||||||
Advisory revenues | $211.50 | 100 | % | $191.20 | 99 | % | ||||||
Investment revenues | (0.7 | ) | — | % | 1.6 | 1 | % | |||||
Total revenues | $210.80 | 100 | % | $192.80 | 100 | % | ||||||
In reporting to management, the Company distinguishes the sources of its revenues between advisory and investment revenues. However, management does not evaluate other financial data or operating results such as operating expenses, profit and loss or assets by its advisory and investment activities. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
The Company evaluates subsequent events through the date on which the financial statements are issued. | |
On October 16, 2013, the Board of Directors of the Company declared a quarterly dividend of $0.45 per share. The dividend will be payable on December 18, 2013 to the common stockholders of record on December 4, 2013. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Basis of Financial Information | ' |
Basis of Financial Information | |
These condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States (U.S. GAAP), which require management to make estimates and assumptions regarding future events that affect the amounts reported in our financial statements and these footnotes, including investment valuations, compensation accruals and other matters. Management believes that the estimates used in preparing its condensed consolidated financial statements are reasonable and prudent. Actual results could differ materially from those estimates. Certain reclassifications have been made to prior year information to conform to current year presentation. | |
The condensed consolidated financial statements of the Company include all consolidated accounts of Greenhill & Co., Inc. and all other entities in which the Company has a controlling interest after eliminations of all significant inter-company accounts and transactions. In accordance with the accounting pronouncements related to consolidation of variable interest entities, the Company consolidates the general partners of certain merchant banking funds in which it has a majority of the economic interest and control. The general partners account for their investments in these merchant banking funds under the equity method of accounting. As such, the general partners record their proportionate shares of income (loss) from the underlying merchant banking funds. As these merchant banking funds follow investment company accounting, and generally record all their assets and liabilities at fair value, the general partners’ investment in these merchant banking funds represents an estimation of fair value. The Company does not consolidate the merchant banking funds since the Company, through its general partner and limited partner interests, does not have a majority of the economic interest in such funds and the limited partners have certain rights to remove the general partner by a simple majority vote of unaffiliated third-party investors. | |
These condensed consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2012 included in the Company's Annual Report on Form 10-K filed with the SEC. The condensed consolidated financial information as of December 31, 2012 has been derived from audited consolidated financial statements not included herein. The results of operations for interim periods are not necessarily indicative of results for the entire year. | |
Revenue Recognition | ' |
Revenue Recognition | |
Advisory Revenues | |
The Company's accounting policy is to recognize revenue when (i) there is persuasive evidence of an arrangement with a client, (ii) the agreed-upon services have been completed and delivered to the client or the transaction or events noted in the engagement letter are determined to be substantially complete, (iii) fees are fixed and determinable, and (iv) collection is reasonably assured. | |
The Company recognizes advisory fee revenues for mergers and acquisitions or financing advisory and restructuring engagements when the services related to the underlying transactions are completed in accordance with the terms of the engagement letter and all other requirements for revenue recognition are satisfied. | |
The Company recognizes private equity and real estate capital advisory fees at the time of the client's acceptance of capital or capital commitments to a fund in accordance with the terms of the engagement letter. Generally, fee revenue is determined based upon a fixed percentage of capital committed to the fund. For multiple closings, revenue is recognized at each interim closing based on the amount of capital committed at each closing at the fixed fee percentage. At the final closing, revenue is recognized at the fixed percentage for the amount of capital committed since the last interim closing. | |
While the majority of the Company's fee revenue is earned at the conclusion of a transaction or closing of a fund, on-going retainer fees, substantially all of which relate to non-success based strategic advisory and financing advisory and restructuring assignments, are also earned and recognized as advisory fee revenue over the period in which the related service is rendered. | |
The Company’s clients reimburse certain expenses incurred by the Company in the conduct of advisory engagements. Expenses are reported net of such client reimbursements. Client reimbursements totaled $1.3 million and $1.6 million for the three months ended September 30, 2013 and 2012, respectively and $4.8 million and $5.4 million for the nine months ended September 30, 2013 and 2012, respectively. | |
Investment Revenues | |
Investment revenues consist of (i) gains (or losses) on the Company's investments in certain merchant banking funds, Iridium and other investments, (ii) profit overrides from certain merchant banking funds, if any, and (iii) interest income. | |
The Company recognizes revenue on its investments in merchant banking funds based on its allocable share of realized and unrealized gains (or losses) reported by such funds. The Company recognizes revenue on its other investments, including Iridium, which considers the Company's influence or control of the investee, based on gains and losses on investment positions held, which arise from sales or changes in the fair value of investments. The amount of gains or losses are not predictable and can cause periodic fluctuations in net income and therefore subject the Company to market and credit risk. | |
If certain financial returns are achieved over the life of a merchant banking fund, the Company may recognize merchant banking profit overrides at the time that certain financial returns are achieved. Profit overrides are generally calculated as a percentage of the profits over a specified threshold earned by each fund on investments managed on behalf of unaffiliated investors except the Company. The Company may be required to repay a portion of the overrides it realized in the event a minimum performance level is not achieved by the fund as a whole (we refer to these potential repayments as “clawbacks”). As of September 30, 2013, the Company believes it is more likely than not that the amount of profit overrides recognized as revenue in prior periods, which relates solely to its interest in GCP I, will be realized and accordingly, the Company has not reserved for any clawback obligations under applicable fund agreements. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
The Company’s cash and cash equivalents consist of (i) cash held on deposit with financial institutions, (ii) cash equivalents and (iii) restricted cash. | |
At September 30, 2013 and December 31, 2012, the Company had $30.3 million and $50.3 million of cash and cash equivalents. The Company considers all highly liquid investments with a maturity date of three months or less, when purchased, to be cash equivalents. Cash equivalents primarily consist of money market funds and overnight deposits. At September 30, 2013 and December 31, 2012, the carrying value of the Company’s cash equivalents amounted to $6.8 million and $4.5 million, respectively, which approximated fair value, and are included in total cash and cash equivalents. | |
Also included in the total cash and cash equivalents balance at September 30, 2013 and December 31, 2012 was restricted cash of $5.2 million and $7.1 million, respectively (including $0.9 million and $2.6 million restricted for the payout of Greenhill Australia's deferred compensation plan, respectively). | |
The Company maintains its cash and cash equivalents with financial institutions with high credit ratings. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. | |
Advisory Fees Receivables | ' |
Advisory Fees Receivables | |
Receivables are stated net of an allowance for doubtful accounts. The estimate for the allowance for doubtful accounts is derived by the Company by utilizing past client transaction history and an assessment of the client’s creditworthiness. The Company did not record a charge for bad debt expense for either of the three or nine month periods ended September 30, 2013 or 2012. | |
Included in the advisory fees receivable balance at September 30, 2013 and December 31, 2012 were $24.9 million and $28.1 million, respectively, of long term receivables related to private equity and real estate capital advisory engagements, which are generally paid in installments over a period of three years. Included as a component of investment revenues on the condensed consolidated statements of income is interest income related to capital advisory engagements of $0.3 million and $0.5 million for the three month periods ended September 30, 2013 and 2012, respectively, and $0.6 million and $0.9 million for the nine month periods ended September 30, 2013 and 2012, respectively. | |
Credit risk related to advisory fees receivable is disbursed across a large number of clients located in various geographic areas. The Company controls credit risk through credit approvals and monitoring procedures but does not require collateral to support accounts receivable. | |
Investments | ' |
Investments | |
The Company's investment in Iridium is valued using its quoted market price. The Company's investments in merchant banking funds are recorded under the equity method of accounting based upon the Company's proportionate share of the estimated fair value of the underlying merchant banking fund's net assets. The value of merchant banking fund investments in privately held companies is determined by the general partner of the fund after giving consideration to the cost of the security, the pricing of other sales of securities by the portfolio company, the price of securities of other companies comparable to the portfolio company, purchase multiples paid in other comparable third-party transactions, the original purchase price multiple, market conditions, liquidity, operating results and other qualitative and quantitative factors. Discounts may be applied to the funds' privately held investments to reflect the lack of liquidity and other transfer restrictions. Because of the inherent uncertainty of valuations as well as the discounts applied, the estimated fair values of investments in privately held companies may differ significantly from the values that would have been used had a ready market for the securities existed. The value of merchant banking fund investments in publicly traded securities is determined using quoted market prices discounted for any legal or contractual restrictions on sale. The values at which the Company's investments are carried on its condensed consolidated statements of financial condition are adjusted to estimated fair value at the end of each quarter and the volatility in general economic conditions, stock markets and commodity prices may result in significant changes in the estimated fair value of the investments from period to period. | |
Goodwill | ' |
Goodwill | |
Goodwill is the cost of acquired companies in excess of the fair value of identifiable net assets at acquisition date. The Company tests its goodwill for impairment at least annually. An impairment loss is triggered if the estimated fair value of an operating unit is less than estimated net book value. Such loss is calculated as the difference between the estimated fair value of goodwill and its carrying value. | |
Goodwill is translated at the rate of exchange prevailing at the end of the periods presented in accordance with the accounting guidance for foreign currency translation. Any translation gain or loss is included in the foreign currency translation adjustment, which is included as a component of other comprehensive income in the condensed consolidated statements of changes in equity. At September 30, 2013, goodwill decreased by $15.8 million from the beginning of the year as a result of the foreign currency translation adjustment. | |
Restricted Stock Units | ' |
Restricted Stock Units | |
The Company accounts for its share-based compensation payments under which the fair value of restricted stock units granted to employees with future service requirements is recorded as compensation expense and the units are generally amortized over a three to five year service period following the date of grant. Compensation expense is determined based upon the fair market value of the Company’s common stock at the date of grant. As the Company expenses the awards, the restricted stock units recognized are recorded within equity. The restricted stock units are reclassified into common stock and additional paid-in capital upon vesting. The Company records as treasury stock the repurchase of stock delivered to its employees in settlement of tax liabilities incurred upon the vesting of restricted stock units. The Company records dividend equivalent payments on outstanding restricted stock units as a dividend payment and a charge to equity. | |
Earnings per Share | ' |
Earnings per Share | |
The Company calculates basic earnings per share (“EPS”) by dividing net income allocated to common stockholders by the weighted average number of shares outstanding for the period. The denominator for basic EPS includes the weighted average number of shares deemed issuable due to the vesting of restricted stock units for accounting purposes and the contingently issuable convertible preferred shares deemed to meet the performance contingency. | |
Diluted EPS includes the determinants of basic EPS plus the dilutive effect of the common stock deliverable pursuant to restricted stock units for which future service is required as a condition to the delivery of the underlying common stock. Under the treasury method, the number of shares issuable upon the vesting of restricted stock units included in the calculation of diluted EPS is the excess, if any, of the number of shares expected to be issued, less the number of shares that could be purchased by the Company with the proceeds to be received upon settlement at the average market closing price during the reporting period. | |
Provision for Taxes | ' |
Provision for Taxes | |
The Company accounts for taxes in accordance with the accounting guidance for income taxes which requires the recognition of tax benefits or expenses on the temporary differences between the financial reporting and tax bases of its assets and liabilities. | |
The Company follows the guidance for income taxes in recognizing, measuring, presenting and disclosing in its financial statements uncertain tax positions taken or expected to be taken on its income tax returns. Income tax expense is based on pre-tax accounting income, including adjustments made for the recognition or derecognition related to uncertain tax positions. The recognition or derecognition of income tax expense related to uncertain tax positions is determined under the guidance. | |
Deferred tax assets and liabilities are recognized for the future tax attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period of change. Management applies the “more-likely-than-not criteria” when determining tax benefits. | |
Foreign Currency Translation | ' |
Foreign Currency Translation | |
Assets and liabilities denominated in foreign currencies have been translated at rates of exchange prevailing at the end of the periods presented in accordance with the accounting guidance for foreign currency translation. Income and expenses transacted in foreign currency have been translated at average monthly exchange rates during the period. Translation gains and losses are included in the foreign currency translation adjustment, which is included as a component of other comprehensive income in the condensed consolidated statements of changes in equity. Foreign currency transaction gains and losses are included in the condensed consolidated statements of income. | |
Financial Instruments and Fair Value | ' |
Financial Instruments and Fair Value | |
The Company accounts for financial instruments measured at fair value in accordance with accounting guidance for fair value measurements and disclosures which establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under the pronouncement are described below: | |
Basis of Fair Value Measurement | |
Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | |
Level 2 – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and | |
Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. | |
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities that are subject to these disclosures. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs or instruments which trade infrequently and therefore have little or no price transparency are classified as Level 3. Transfers between levels are recognized as of the end of the period in which they occur. | |
Fair Value of Other Financial Instruments | |
The Company believes that the carrying values of all other financial instruments presented in the condensed consolidated statements of financial condition approximate their fair value generally due to their short-term nature and generally negligible credit risk. These fair value measurements would be categorized as Level 2 within the fair value hierarchy. | |
Noncontrolling Interests | ' |
Noncontrolling Interests | |
The portion of the consolidated interests in the general partners of certain of the merchant banking funds not held by the Company is presented as noncontrolling interest, included as a component of equity in the condensed consolidated statements of financial condition. Additionally, the condensed consolidated statements of income separately present income allocated to both noncontrolling interests and common stockholders. | |
Property and Equipment | ' |
Property and Equipment | |
Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the life of the assets. Amortization of leasehold improvements is computed using the straight-line method over the lesser of the life of the asset or the remaining term of the lease. Estimated useful lives of the Company’s fixed assets are generally as follows: | |
Aircraft – 7 years | |
Equipment – 5 years | |
Furniture and fixtures – 7 years | |
Leasehold improvements – the lesser of 10 years or the remaining lease term |
Investments_Tables
Investments (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Schedule of Investments [Abstract] | ' | |||||||||||||||
Carrying Value of Investments in Merchant Banking Funds | ' | |||||||||||||||
The carrying value of the Company’s investments in merchant banking funds are as follows (in thousands): | ||||||||||||||||
As of September 30, | As of December 31, | |||||||||||||||
2013 | 2012 | |||||||||||||||
(unaudited) | ||||||||||||||||
Investment in GCP I | $ | 1,732 | $ | 2,247 | ||||||||||||
Investment in GCP II | 7,627 | 11,173 | ||||||||||||||
Investment in GCP III | — | 1,367 | ||||||||||||||
Investment in other merchant banking funds | 1,926 | 1,985 | ||||||||||||||
Total investments in merchant banking funds | $ | 11,285 | $ | 16,772 | ||||||||||||
Carrying Value of Other Investments | ' | |||||||||||||||
The Company has other investments including investments in Iridium and certain deferred compensation plan investments related to Greenhill Australia. The Company’s other investments are as follows (in thousands): | ||||||||||||||||
As of September 30, | As of December 31, | |||||||||||||||
2013 | 2012 | |||||||||||||||
(unaudited) | ||||||||||||||||
Iridium common stock | $ | 10,978 | $ | 34,165 | ||||||||||||
Deferred compensation plan investments | 34 | 50 | ||||||||||||||
Total other investments | $ | 11,012 | $ | 34,215 | ||||||||||||
Investment Revenues by Source | ' | |||||||||||||||
The Company’s investment revenues, by source, are as follows: | ||||||||||||||||
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(in thousands, unaudited) | ||||||||||||||||
Net realized and unrealized gains (losses) on investment in Iridium | $ | (3,223 | ) | $ | (10,826 | ) | $ | 1,347 | $ | (1,153 | ) | |||||
Net realized and unrealized gains (losses) on investments in merchant banking funds | 394 | 161 | (2,959 | ) | 1,253 | |||||||||||
Deferred gain on sale of certain merchant banking assets | 49 | 65 | 147 | 195 | ||||||||||||
Interest income | 340 | 590 | 793 | 1,299 | ||||||||||||
Total investment revenues | $ | (2,440 | ) | $ | (10,010 | ) | $ | (672 | ) | $ | 1,594 | |||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ' | |||||||||||||||
The following tables set forth by level, assets and liabilities measured at fair value on a recurring basis. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. There were no transfers between Level 1 and Level 2 investments in the fair value measurement hierarchy during the three and nine month periods ended September 30, 2013 and 2012. | ||||||||||||||||
Assets Measured at Fair Value on a Recurring Basis as of September 30, 2013 | ||||||||||||||||
Quoted Prices in | Significant Other | Significant | Balance as of September 30, 2013 | |||||||||||||
Active Markets for | Observable Inputs | Unobservable Inputs | ||||||||||||||
Identical Assets | (Level 2) | (Level 3) | ||||||||||||||
(Level 1) | ||||||||||||||||
(in thousands) | ||||||||||||||||
Assets | ||||||||||||||||
Iridium common stock | $ | 10,978 | $ | — | $ | — | $ | 10,978 | ||||||||
Deferred compensation plan investments | — | 34 | — | 34 | ||||||||||||
Total investments | $ | 10,978 | $ | 34 | $ | — | $ | 11,012 | ||||||||
Assets Measured at Fair Value on a Recurring Basis as of December 31, 2012 | ||||||||||||||||
Quoted Prices in | Significant Other | Significant | Balance as of December 31, 2012 | |||||||||||||
Active Markets for | Observable Inputs | Unobservable Inputs | ||||||||||||||
Identical Assets | (Level 2) | (Level 3) | ||||||||||||||
(Level 1) | ||||||||||||||||
(in thousands) | ||||||||||||||||
Assets | ||||||||||||||||
Iridium common stock | $ | 34,165 | $ | — | $ | — | $ | 34,165 | ||||||||
Deferred compensation plan investments | — | 50 | — | 50 | ||||||||||||
Total investments | $ | 34,165 | $ | 50 | $ | — | $ | 34,215 | ||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Computations of Basic and Diluted Earnings Per Share | ' | |||||||||||||||
The computations of basic and diluted EPS are set forth below: | ||||||||||||||||
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(in thousands, except per share amounts, unaudited) | ||||||||||||||||
Numerator for basic and diluted EPS — net income allocated to common stockholders | $ | 1,797 | $ | 8,589 | $ | 30,902 | $ | 26,965 | ||||||||
Denominator for basic EPS — weighted average number of shares | 29,793 | 30,252 | 30,095 | 30,611 | ||||||||||||
Add — dilutive effect of: | ||||||||||||||||
Weighted average number of incremental shares issuable from restricted stock units | 13 | 8 | 27 | 8 | ||||||||||||
Denominator for diluted EPS — weighted average number of shares and dilutive potential shares | 29,806 | 30,260 | 30,122 | 30,619 | ||||||||||||
Earnings per share: | ||||||||||||||||
Basic | $ | 0.06 | $ | 0.28 | $ | 1.03 | $ | 0.88 | ||||||||
Diluted | $ | 0.06 | $ | 0.28 | $ | 1.03 | $ | 0.88 | ||||||||
Business_Information_Tables
Business Information (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||
Revenues by Source | ' | |||||||||||
The following provides a breakdown of our revenues by source for the three and nine month periods ended September 30, 2013 and 2012, respectively: | ||||||||||||
For the Three Months Ended | ||||||||||||
30-Sep-13 | 30-Sep-12 | |||||||||||
Amount | % of Total | Amount | % of Total | |||||||||
(in millions, unaudited) | ||||||||||||
Advisory revenues | $47.00 | 105 | % | $72.70 | 116 | % | ||||||
Investment revenues | (2.4 | ) | (5 | )% | (10.0 | ) | (16 | )% | ||||
Total revenues | $44.60 | 100 | % | $62.70 | 100 | % | ||||||
For the Nine Months Ended | ||||||||||||
30-Sep-13 | 30-Sep-12 | |||||||||||
Amount | % of Total | Amount | % of Total | |||||||||
(in millions, unaudited) | ||||||||||||
Advisory revenues | $211.50 | 100 | % | $191.20 | 99 | % | ||||||
Investment revenues | (0.7 | ) | — | % | 1.6 | 1 | % | |||||
Total revenues | $210.80 | 100 | % | $192.80 | 100 | % |
Organization_Business_Informat
Organization- Business Information (Details) | 9 Months Ended |
Sep. 30, 2013 | |
sources | |
Segment | |
Segment Reporting [Abstract] | ' |
Number of reportable segments (segments) | 1 |
Number of principal sources of revenue (source of revenue) | 2 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Client reimbursements | $1,300,000 | $1,600,000 | $4,800,000 | $5,400,000 | ' | ' |
Cash on deposit with financial institutions | 30,344,000 | 38,107,000 | 30,344,000 | 38,107,000 | 50,324,000 | 62,050,000 |
Carrying value of cash equivalents | 6,800,000 | ' | 6,800,000 | ' | 4,500,000 | ' |
Cash and cash equivalents, restricted from use | 5,200,000 | ' | 5,200,000 | ' | 7,100,000 | ' |
Bad debt expense | 0 | 0 | 0 | 0 | ' | ' |
Long term receivables related to private equity and real estate capital advisory engagements | 24,900,000 | ' | 24,900,000 | ' | 28,100,000 | ' |
Installments period | ' | ' | '3 years | '3 years | ' | ' |
Decrease in goodwill due to foreign currency translation | ' | ' | 15,800,000 | ' | ' | ' |
Depreciation and amortization of property and equipment | ' | ' | 'Depreciation is computed using the straight-line method over the life of the assets. Amortization of leasehold improvements is computed using the straight-line method over the lesser of the life of the asset or the remaining term of the lease. | ' | ' | ' |
Aircraft | ' | ' | ' | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Estimated useful lives of fixed assets (in years) | ' | ' | '7 years | ' | ' | ' |
Equipment | ' | ' | ' | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Estimated useful lives of fixed assets (in years) | ' | ' | '5 years | ' | ' | ' |
Furniture and Fixtures | ' | ' | ' | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Estimated useful lives of fixed assets (in years) | ' | ' | '7 years | ' | ' | ' |
Leasehold Improvements | ' | ' | ' | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Estimated useful lives of fixed assets (in years) | ' | ' | '10 years | ' | ' | ' |
Estimated useful lives of fixed assets, description | ' | ' | 'Lesser of 10B years or the remaining lease term | ' | ' | ' |
Deferred Compensation Plan | ' | ' | ' | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents, restricted from use | 900,000 | ' | 900,000 | ' | 2,600,000 | ' |
Capital advisory engagements | ' | ' | ' | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Interest income on long term receivables | $300,000 | $500,000 | $600,000 | $900,000 | ' | ' |
Minimum [Member] | Restricted Stock [Member] | ' | ' | ' | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Compensation expense amortization period/service period following the date of grant | ' | ' | '3 years | ' | ' | ' |
Maximum [Member] | Restricted Stock [Member] | ' | ' | ' | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Compensation expense amortization period/service period following the date of grant | ' | ' | '5 years | ' | ' | ' |
Investments_Additional_Informa
Investments - Additional Information (Detail) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Jul. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2005 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Merchant Banking Funds | Merchant Banking Funds | Merchant Banking Funds | Merchant Banking Funds | GCP II [Member] | GCP II [Member] | GCP I [Member] | GCP I [Member] | Merchant Banking Profit Overrides | Merchant Banking Profit Overrides | Merchant Banking Profit Overrides | Merchant Banking Profit Overrides | Merchant Banking Profit Overrides | GCP III [Member] | GCP III [Member] | GCP III [Member] | Barrow Street III | Barrow Street III | Nonsoftware License Arrangement [Member] | Iridium [Member] | Iridium [Member] | Iridium [Member] | Iridium [Member] | Iridium [Member] | ||||
Fair Value, Measurement Inputs, Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investments in merchant banking funds | $11,285,000 | ' | $16,772,000 | ' | ' | ' | ' | $7,627,000 | $11,173,000 | $1,732,000 | $2,247,000 | ' | ' | ' | ' | ' | $0 | $2,000,000 | $1,367,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Non-compete and trademark licensing agreements amortization period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' |
Investment related to noncontrolling interests | ' | ' | ' | ' | ' | ' | ' | 900,000 | 1,100,000 | 100,000 | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compensation payable | 4,600,000 | ' | 21,419,000 | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | 300,000 | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain (Loss) on Investments | -1,612,000 | 100,000 | ' | 394,000 | 161,000 | -2,959,000 | 1,253,000 | ' | ' | ' | ' | 0 | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | -3,223,000 | -10,826,000 | 1,347,000 | -1,153,000 | ' |
Other commitment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' |
Unfunded commitments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $100,000 | ' | ' | ' | ' | ' | ' | ' |
Investment in Iridium (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,595,629 | ' | 1,595,629 | ' | 5,084,016 |
Share price (usd per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6.88 | ' | $6.88 | ' | $6.72 |
The percentage of ownership interestests which is fully diluted (percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | 2.00% | ' | 7.00% |
Fund commitments, expiration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2015 | ' | ' | ' | ' | ' | ' | ' |
Investments_Carrying_Value_of_
Investments - Carrying Value of Investments in Merchant Banking Funds (Details) (USD $) | Sep. 30, 2013 | Jul. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Investments in and Advances to Affiliates [Line Items] | ' | ' | ' |
Investments in merchant banking funds | $11,285 | ' | $16,772 |
GCP I [Member] | ' | ' | ' |
Investments in and Advances to Affiliates [Line Items] | ' | ' | ' |
Investments in merchant banking funds | 1,732 | ' | 2,247 |
GCP II [Member] | ' | ' | ' |
Investments in and Advances to Affiliates [Line Items] | ' | ' | ' |
Investments in merchant banking funds | 7,627 | ' | 11,173 |
GCP III [Member] | ' | ' | ' |
Investments in and Advances to Affiliates [Line Items] | ' | ' | ' |
Investments in merchant banking funds | 0 | 2,000 | 1,367 |
Other Merchant Banking Funds | ' | ' | ' |
Investments in and Advances to Affiliates [Line Items] | ' | ' | ' |
Investments in merchant banking funds | $1,926 | ' | $1,985 |
Investments_Other_Investments_
Investments - Other Investments (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Schedule of Investments [Line Items] | ' | ' |
Other investments | $11,012 | $34,215 |
Fair Value, Measurements, Recurring | ' | ' |
Schedule of Investments [Line Items] | ' | ' |
Other investments | 11,012 | 34,215 |
Fair Value, Measurements, Recurring | Iridium [Member] | ' | ' |
Schedule of Investments [Line Items] | ' | ' |
Other investments | 10,978 | 34,165 |
Fair Value, Measurements, Recurring | Deferred Compensation Plan Investments [Member] | ' | ' |
Schedule of Investments [Line Items] | ' | ' |
Other investments | 34 | 50 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Measurements, Recurring | ' | ' |
Schedule of Investments [Line Items] | ' | ' |
Other investments | 10,978 | 34,165 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Measurements, Recurring | Iridium [Member] | ' | ' |
Schedule of Investments [Line Items] | ' | ' |
Other investments | 10,978 | 34,165 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Measurements, Recurring | Deferred Compensation Plan Investments [Member] | ' | ' |
Schedule of Investments [Line Items] | ' | ' |
Other investments | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | ' | ' |
Schedule of Investments [Line Items] | ' | ' |
Other investments | 34 | 50 |
Significant Other Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | Iridium [Member] | ' | ' |
Schedule of Investments [Line Items] | ' | ' |
Other investments | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | Deferred Compensation Plan Investments [Member] | ' | ' |
Schedule of Investments [Line Items] | ' | ' |
Other investments | $34 | $50 |
Investments_Investment_Revenue
Investments - Investment Revenues (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Principal Transaction Revenue [Line Items] | ' | ' | ' | ' |
Net realized and unrealized gains (losses) | ' | ' | ($1,612) | $100 |
Interest income | 340 | 590 | 793 | 1,299 |
Total investment revenues | -2,440 | -10,010 | -672 | 1,594 |
Iridium [Member] | ' | ' | ' | ' |
Principal Transaction Revenue [Line Items] | ' | ' | ' | ' |
Net realized and unrealized gains (losses) | -3,223 | -10,826 | 1,347 | -1,153 |
Merchant Banking Funds | ' | ' | ' | ' |
Principal Transaction Revenue [Line Items] | ' | ' | ' | ' |
Net realized and unrealized gains (losses) | 394 | 161 | -2,959 | 1,253 |
Deferred gain on sale of certain merchant banking assets | $49 | $65 | $147 | $195 |
Investments_Assets_Measured_at
Investments - Assets Measured at Fair Value on Recurring Basis (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other investments | $11,012 | $34,215 |
Fair Value, Measurements, Recurring | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other investments | 11,012 | 34,215 |
Fair Value, Measurements, Recurring | Iridium [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other investments | 10,978 | 34,165 |
Fair Value, Measurements, Recurring | Deferred Compensation Plan Investments [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other investments | 34 | 50 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other investments | 10,978 | 34,165 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Iridium [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other investments | 10,978 | 34,165 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Deferred Compensation Plan Investments [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other investments | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other investments | 34 | 50 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Iridium [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other investments | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Deferred Compensation Plan Investments [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other investments | 34 | 50 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other investments | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Iridium [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other investments | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Deferred Compensation Plan Investments [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Other investments | $0 | $0 |
Related_Parties_Additional_Inf
Related Parties - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Related Party Transactions [Abstract] | ' | ' | ' | ' | ' |
Tenant Reimbursements | $400,000 | $400,000 | $1,200,000 | $1,200,000 | ' |
Related Party Transaction, Due from (to) Related Party | $0 | ' | $0 | ' | $0 |
Revolving_Bank_Loan_Facility_A
Revolving Bank Loan Facility - Additional Information (Detail) (Line of Credit [Member], USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Line of Credit [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Revolving loan facility, borrowing capacity | $45 | ' |
Weighted average daily borrowings outstanding under the loan facility | $30.90 | $27.30 |
Weighted average interest rate during period (percent) | 3.25% | 3.55% |
Equity_Additional_Information_
Equity - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | ||||||||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Apr. 30, 2010 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Apr. 30, 2010 | Apr. 30, 2013 | Apr. 30, 2010 | Apr. 30, 2010 |
Common Stock | Common Stock | Restricted Stock Units | Restricted Stock Units | Caliburn Acquisition [Member] | Tranche One - Performance Stock [Member] | Tranche One - Performance Stock [Member] | Tranche Two - Performance Stock [Member] | |||||
Contingent Convertible Preferred Stock | Caliburn Acquisition [Member] | Caliburn Acquisition [Member] | Caliburn Acquisition [Member] | |||||||||
Contingent Convertible Preferred Stock | Contingent Convertible Preferred Stock | |||||||||||
Stockholders Equity Note [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends declared per common share (in USD per share) | $0.45 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend equivalents paid on outstanding restricted stock units | ' | $4.70 | $4.20 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock units vested and issued as common stock (shares) | ' | ' | ' | ' | ' | ' | 662,569 | 632,794 | ' | ' | ' | ' |
Repurchased shares for award (shares) | ' | ' | ' | ' | 214,303 | 176,781 | ' | ' | ' | ' | ' | ' |
Average repurchase price of shares for award (USD per share) | ' | ' | ' | ' | $57.22 | $45.21 | ' | ' | ' | ' | ' | ' |
Repurchased common stock (shares) | ' | ' | ' | ' | 853,870 | 859,006 | ' | ' | ' | ' | ' | ' |
Average repurchase price of common stock (in USD per share) | ' | ' | ' | ' | $49.81 | $37.84 | ' | ' | ' | ' | ' | ' |
Conversion to common stock shares if revenue targets are achieved (shares) | ' | ' | ' | ' | ' | ' | ' | ' | 1,099,877 | ' | ' | 439,951 |
Conversion of Stock, Shares Converted | ' | ' | ' | ' | ' | ' | ' | ' | ' | 659,926 | ' | ' |
Revenue Target Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | '5 years |
Performance stock fair value at acquisition date | ' | ' | ' | $32.50 | ' | ' | ' | ' | ' | ' | ' | ' |
Earnings_Per_Share_Additional_
Earnings Per Share - Additional Information (Details) (Tranche One - Performance Stock [Member], Caliburn Acquisition [Member]) | 1 Months Ended |
Apr. 30, 2013 | |
Tranche One - Performance Stock [Member] | Caliburn Acquisition [Member] | ' |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ' |
Conversion of Stock, Shares Converted | 659,926 |
Earnings_Per_Share_Earnings_Pe
Earnings Per Share Earnings Per Share - Reconciliation (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Numerator for basic and diluted EPS b net income allocated to common stockholders | $1,797 | $8,589 | $30,902 | $26,965 |
Denominator for basic EPS b weighted average number of shares (shares) | 29,792,997 | 30,252,342 | 30,094,986 | 30,611,270 |
Add b dilutive effect of: | ' | ' | ' | ' |
Weighted average number of incremental shares issuable from restricted stock units (shares) | 12,555 | 8,466 | 27,366 | 7,567 |
Denominator for diluted EPS b weighted average number of shares and dilutive potential shares (shares) | 29,805,553 | 30,260,808 | 30,122,352 | 30,618,837 |
Earnings per share: | ' | ' | ' | ' |
Basic (usd per share) | $0.06 | $0.28 | $1.03 | $0.88 |
Diluted (usd per share) | $0.06 | $0.28 | $1.03 | $0.88 |
Regulatory_Requirements_Additi
Regulatory Requirements - Additional Information (Detail) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Regulatory Capital Requirements [Abstract] | ' |
Minimum net capital requirements | $5,000 |
Description of minimum net capital requirements | 'The greater of $5,000 or 1/15 of aggregate indebtedness |
Net capital | 1,400,000 |
Excess net capital | $1,100,000 |
Aggregate indebtedness to net capital ratio | 2.72 |
Business_Information_Additiona
Business Information - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
sources | ||||
Segment | ||||
Segment Reporting Information | ' | ' | ' | ' |
Number of reportable segments (segments) | ' | ' | 1 | ' |
Number of principal sources of revenue (source of revenue) | ' | ' | 2 | ' |
Advisory revenues | $46,983 | $72,757 | $211,496 | $191,160 |
Total investment revenues | -2,440 | -10,010 | -672 | 1,594 |
Advisory revenues as a percentage of total revenue (percent) | 100.00% | 100.00% | 100.00% | 100.00% |
Total Revenues | $44,543 | $62,747 | $210,824 | $192,754 |
Advisory revenues | ' | ' | ' | ' |
Segment Reporting Information | ' | ' | ' | ' |
Advisory revenues as a percentage of total revenue (percent) | 105.00% | 116.00% | 100.00% | 99.00% |
Investment Revenues [Member] | ' | ' | ' | ' |
Segment Reporting Information | ' | ' | ' | ' |
Advisory revenues as a percentage of total revenue (percent) | -5.00% | -16.00% | 0.00% | 1.00% |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 1 Months Ended | 0 Months Ended |
Sep. 30, 2013 | Oct. 16, 2013 | |
Dividend Declared | ||
Subsequent Event [Line Items] | ' | ' |
Subsequent event description | ' | 'The Board of Directors of the Company declared a quarterly dividend |
Dividends declared per common share (in USD per share) | $0.45 | $0.45 |
Dividend payable date | ' | 18-Dec-13 |
Dividend record date | ' | 4-Dec-13 |