Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 01, 2017 | |
Document Documentand Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | GHL | |
Entity Registrant Name | GREENHILL & CO INC | |
Entity Central Index Key | 1,282,977 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 29,577,944 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Financial Condition - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Assets | ||
Cash and cash equivalents ($4.3 million restricted from use at March 31, 2017 and December 31, 2016) | $ 51,993 | $ 98,313 |
Advisory fees receivable, net of allowance for doubtful accounts of $0.0 million at March 31, 2017 and December 31, 2016 | 67,557 | 68,140 |
Other receivables | 6,066 | 2,830 |
Property and equipment, net of accumulated depreciation of $59.5 million at March 31, 2017 and $59.0 million at December 31, 2016 | 8,605 | 8,764 |
Goodwill | 214,335 | 208,186 |
Deferred tax asset, net | 53,477 | 62,108 |
Other assets | 8,122 | 8,341 |
Total assets | 410,155 | 456,682 |
Liabilities and Equity | ||
Compensation payable | 15,228 | 37,527 |
Accounts payable and accrued expenses | 9,189 | 9,297 |
Current income taxes payable | 2,774 | 18,968 |
Bank revolving loan payable | 74,000 | 64,070 |
Bank term loans payable | 16,875 | 16,875 |
Contingent obligation due selling unitholders of Cogent | 9,090 | 15,095 |
Deferred tax liability | 4,022 | 3,667 |
Total liabilities | 131,178 | 165,499 |
Common stock, par value $0.01 per share; 100,000,000 shares authorized, 42,394,661 and 41,377,614 shares issued as of March 31, 2017 and December 31, 2016, respectively; 29,574,680 and 28,981,189 shares outstanding as of March 31, 2017 and December 31, 2016, respectively | 424 | 414 |
Restricted stock units | 58,519 | 85,907 |
Additional paid-in capital | 773,999 | 734,728 |
Exchangeable shares of subsidiary; 257,156 shares issued as of March 31, 2017 and December 31, 2016; 32,804 shares outstanding as of March 31, 2017 and December 31, 2016 | 1,958 | 1,958 |
Retained earnings | 95,599 | 111,798 |
Accumulated other comprehensive income (loss) | (27,782) | (32,398) |
Treasury stock, at cost, par value $0.01 per share; 12,819,981 and 12,396,425 shares as of March 31, 2017 and December 31, 2016, respectively | (623,740) | (611,224) |
Stockholders’ equity | 278,977 | 291,183 |
Total liabilities and equity | $ 410,155 | $ 456,682 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Financial Condition (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Cash and cash equivalents, restricted from use | $ 4.3 | $ 4.3 |
Advisory fees receivable, allowance for doubtful accounts | 0 | 0 |
Property and equipment, accumulated depreciation | $ 59.5 | $ 59 |
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (shares) | 42,394,661 | 41,377,614 |
Common stock, shares outstanding (shares) | 29,574,680 | 28,981,189 |
Exchangeable shares of subsidiary, shares issued (shares) | 257,156 | 257,156 |
Exchangeable shares of subsidiary, shares outstanding (shares) | 32,804 | 32,804 |
Treasury stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Treasury stock, shares (shares) | 12,819,981 | 12,396,425 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Income (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues | ||
Advisory revenues | $ 56,700 | $ 66,553 |
Investment revenues | 229 | 312 |
Total revenues | 56,929 | 66,865 |
Expenses | ||
Employee compensation and benefits | 44,050 | 44,506 |
Occupancy and equipment rental | 4,708 | 4,671 |
Depreciation and amortization | 786 | 848 |
Information services | 2,412 | 2,370 |
Professional fees | 1,610 | 1,509 |
Travel related expenses | 2,720 | 2,816 |
Interest expense | 819 | 746 |
Other operating expenses | (2,350) | 2,941 |
Total expenses | 54,755 | 60,407 |
Income before taxes | 2,174 | 6,458 |
Provision for taxes | 2,920 | 2,101 |
Net income (loss) allocated to common stockholders | $ (746) | $ 4,357 |
Average shares outstanding: | ||
Basic (shares) | 31,904,270 | 31,645,894 |
Diluted (shares) | 31,904,270 | 31,716,563 |
Earnings (loss) per share: | ||
Basic (usd per share) | $ (0.02) | $ 0.14 |
Diluted (usd per share) | (0.02) | 0.14 |
Dividends declared and paid per share (usd per share) | $ 0.45 | $ 0.45 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) allocated to common stockholders | $ (746) | $ 4,357 |
Currency translation adjustment, net of tax | 4,616 | 4,029 |
Comprehensive income allocated to common stockholders | $ 3,870 | $ 8,386 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Common Stock | Restricted Stock UnitsRestricted Stock Units | Additional Paid-in Capital | Exchangeable Shares of Subsidiary | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
Beginning Balance at Dec. 31, 2015 | $ 405 | $ 84,969 | $ 697,607 | $ 1,958 | $ 109,860 | $ (28,405) | $ (583,038) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock issued | 9 | 44,789 | ||||||
Restricted stock units recognized, net of forfeitures | 45,880 | |||||||
Restricted stock units delivered | (44,942) | |||||||
Tax (expense) from the delivery of restricted stock units | (7,668) | |||||||
Exchangeable shares of subsidiary delivered | 0 | |||||||
Dividends | (61,609) | |||||||
Tax benefit from payment of restricted stock unit dividends | 2,785 | |||||||
Net income (loss) allocated to common stockholders | 60,762 | |||||||
Currency translation adjustment, net of tax | (3,993) | |||||||
Repurchased | (28,186) | |||||||
Ending Balance at Dec. 31, 2016 | $ 291,183 | 414 | 85,907 | 734,728 | 1,958 | 111,798 | (32,398) | (611,224) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock issued | 10 | 38,424 | ||||||
Restricted stock units recognized, net of forfeitures | 11,251 | |||||||
Restricted stock units delivered | (38,639) | |||||||
Tax (expense) from the delivery of restricted stock units | 847 | |||||||
Exchangeable shares of subsidiary delivered | 0 | |||||||
Dividends | (15,453) | |||||||
Tax benefit from payment of restricted stock unit dividends | 0 | |||||||
Net income (loss) allocated to common stockholders | (746) | (746) | ||||||
Currency translation adjustment, net of tax | 4,616 | 4,616 | ||||||
Repurchased | (12,516) | |||||||
Ending Balance at Mar. 31, 2017 | $ 278,977 | $ 424 | $ 58,519 | $ 773,999 | $ 1,958 | $ 95,599 | $ (27,782) | $ (623,740) |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Changes in Equity (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Common 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 |
Treasury Stock | ||
Treasury stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating activities: | ||
Net income (loss) allocated to common stockholders | $ (746) | $ 4,357 |
Non-cash items included in net income (loss) allocated to common stockholders: | ||
Depreciation and amortization | 786 | 848 |
Net investment (gains) losses | 23 | (2) |
Restricted stock units recognized | 11,251 | 8,189 |
Deferred taxes | 7,441 | 3,522 |
Loss (gain) on fair value of contingent obligation | (6,005) | 385 |
Changes in operating assets and liabilities: | ||
Advisory fees receivable | 583 | 2,314 |
Other receivables and assets | (3,064) | (3,415) |
Deferred tax asset, net | 0 | 7,252 |
Compensation payable | (22,299) | (7,214) |
Accounts payable and accrued expenses | (314) | (788) |
Current income taxes payable | (16,194) | (14,046) |
Net cash provided (used) by operating activities | (28,538) | 1,402 |
Investing activities: | ||
Distributions from investments | 25 | 0 |
Purchases of property and equipment | (448) | (296) |
Net cash used in investing activities | (423) | (296) |
Financing activities: | ||
Proceeds from revolving bank loan | 21,680 | 26,500 |
Repayment of revolving bank loan | (11,750) | (11,200) |
Repayment of bank term loans | 0 | 0 |
Dividends paid | (15,453) | (15,434) |
Purchase of treasury stock | (12,516) | (7,688) |
Net tax (cost) from the delivery of restricted stock units and payment of dividend equivalents | 0 | (6,676) |
Net cash used in financing activities | (18,039) | (14,498) |
Effect of exchange rate changes on cash and cash equivalents | 680 | (970) |
Net decrease in cash and cash equivalents | (46,320) | (14,362) |
Cash and cash equivalents, beginning of period | 98,313 | 69,962 |
Cash and cash equivalents, end of period | 51,993 | 55,600 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 1,072 | 744 |
Cash paid for taxes, net of refunds | $ 14,655 | $ 14,145 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Greenhill & Co., Inc. and subsidiaries (the "Company" or "Greenhill") is a leading independent investment bank that provides financial and strategic advice on significant domestic and cross-border mergers and acquisitions, restructurings, financings, capital raisings and other strategic transactions to a diverse client base, including corporations, partnerships, institutions and governments globally. We act for clients located throughout the world from our global offices in the United States, Australia, Brazil, Canada, Germany, Hong Kong, Japan, Sweden, and the United Kingdom. The Company's wholly-owned subsidiaries provide advisory services in various jurisdictions. Our most significant operating entities include: Greenhill & Co., LLC (“G&Co”), Greenhill & Co. International LLP (“GCI”), Greenhill & Co. Europe LLP ("GCE"), Greenhill & Co. Australia Pty Limited (“Greenhill Australia”) and Greenhill Cogent, LP ("GC LP"). G&Co is engaged in investment banking activities principally in the United States. 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. GCI and GCE are engaged in investment banking activities in the United Kingdom and Europe, respectively, and are subject to regulation by the U.K. Financial Conduct Authority (“FCA”). 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”). GC LP is engaged in capital advisory services to institutional investors principally in the United States and is registered as a broker-dealer with the SEC and FINRA. The Company also operates in other locations throughout the world which are subject to regulation by other governmental and regulatory bodies and self-regulatory authorities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
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. 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, 2016 included in the Company's Annual Report on Form 10-K filed with the SEC. The condensed consolidated financial information as of December 31, 2016 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 It is the Company's accounting policy 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 capital advisory fees from primary capital raising transactions 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. The Company recognizes capital advisory fees from secondary market transactions at the time the sale or transfer of the capital interest is completed in accordance with the terms of the engagement letter. Generally, fee revenue is determined based upon a fixed percentage of the transaction value. 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 $1.0 million and $1.9 million for the three months ended March 31, 2017 and 2016 , respectively. Investment Revenues Investment revenues consist of gains (or losses) on the Company's investments in certain merchant banking funds and 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. 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. The Company maintains its cash and cash equivalents with financial institutions with high credit ratings. 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. 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. See "Note 3 — Cash and Cash Equivalents". 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 recorded a bad debt expense for the three month periods ended March 31, 2017 and recorded $0.2 million for the three month periods ended March 31, 2016 . Included in the advisory fees receivable balance at March 31, 2017 and December 31, 2016 were $24.7 million and $26.1 million , respectively, of long term receivables related to primary 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 primary capital advisory engagements of $0.2 million for each of the three month periods ended March 31, 2017 and 2016 . 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. Goodwill Goodwill is the cost 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 stockholders' equity. Other Assets Included in other assets are the Company's investments in merchant banking funds, which 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 is determined by management of the fund after giving consideration to the cost of the security, quoted market prices, 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. The fund may apply discounts to reflect the lack of liquidity and other transfer restrictions. Restricted Stock Units The Company accounts for its share-based compensation payments by recording the fair value of restricted stock units granted to employees as compensation expense. The restricted stock units are generally amortized over a four 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 stockholders' 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 stockholders' equity. Earnings per Share The Company calculates basic earnings per share (“EPS”) by dividing net income allocated to common stockholders by the sum of (i) the weighted average number of shares outstanding for the period and (ii) the weighted average number of shares deemed issuable due to the vesting of restricted stock units for accounting purposes. See "Note 8 — Equity". The Company calculates diluted EPS by dividing net income allocated to common stockholders by the sum of (i) basic shares per above and (ii) the dilutive effect of the common stock deliverable pursuant to restricted stock units for which future service is required. 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. See "Note 9— Earnings per Share". 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. Additionally, the Company accounts for the net tax (cost) from the delivery of restricted stock units and payment of dividend equivalents as an income tax expense or benefit. 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, and the Company's policy is to treat interest and penalties related to uncertain tax positions as part of pre-tax income. 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 (loss) in the condensed consolidated statements of changes in stockholders' 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. See "Note 5 — Fair Value of Financial Instruments". 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. 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 Business Information The Company's activities as an investment banking firm constitute a single business segment, with substantially all revenues generated from advisory services, which includes engagements relating to mergers and acquisitions, financing advisory and restructuring, and capital advisory services. The Company earns less than 1% of its revenues from interest income and investment gains (losses) on investments. Recently Adopted Accounting Pronouncements In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 amends the guidance in former ASC Topic 718, Compensation – Stock Compensation. The standard is effective for public entities for annual reporting periods beginning after December 15, 2016 and the Company adopted these amendments effective on January 1, 2017. The impact of ASU No. 2016-09 resulted in a net increase to the provision for income taxes during the three month period ending March 31, 2017 related to excess tax benefits and tax deficiencies for its restricted stock unit compensation, which under the prior standard was recorded as an adjustment to retained earnings. Accounting Developments In February 2016, the FASB issued ASU No. 2016-02, Leases ("ASU 2016-02"). ASU 2016-02 amends the guidance in former ASC 840, Leases. Management is currently evaluating the impact of the future adoption of ASU 2016-02 on the Company’s consolidated financial statements. The standard is effective for public entities for annual reporting periods beginning after December 15, 2018 and the Company will adopt these amendments effective on January 1, 2019. In May 2014, the FASB issued ASU 2014-9 "Revenue from Contracts with Customers" codifying ASC 606, Revenue Recognition - Revenue from Contracts with Customers, which amends the guidance in former ASC 605, Revenue Recognition. The new guidance was effective for fiscal years beginning after December 15, 2016. In August 2015, the FASB issued ASU No. 2015-14, "Deferral of the Effective Date," which defers the effective date of its new recognition standard by one year. The standard would be effective for public entities for annual reporting periods beginning after December 15, 2017. The Company has been evaluating the impact of the future adoption of ASU 2014-09 on our consolidated financial Statements and expects to adopt the retrospective transition method which requires applying the new standard to prior comparative periods when reporting under the new standard becomes effective. As the AICPA industry task force on Broker-Dealers, the AICPA's Revenue Recognition Working Group and the AICPA's Financial Reporting Executive Committee (FinREC) provides further guidance on ASU 2014-09, the Company will continue to re-evaluate the financial impact on the Company's consolidated financial statements. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 3 Months Ended |
Mar. 31, 2017 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents The carrying values of the Company's cash and cash equivalents are as follows: As of March 31, As of December 31, 2017 2016 (in thousands, unaudited) Cash $ 45,234 $ 85,047 Cash equivalents 2,503 9,013 Restricted cash - letters of credit 4,256 4,253 Total cash and cash equivalents $ 51,993 $ 98,313 The carrying value of the Company's cash equivalents approximates fair value. Letters of credit are secured by cash held on deposit. |
Other Assets
Other Assets | 3 Months Ended |
Mar. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets At March 31, 2017 and December 31, 2016 , the Company had an investment in a previously sponsored merchant banking fund, Greenhill Capital Partners II (“GCP II”), and an interest in Barrow Street III, a real estate investment fund. At March 31, 2017 and December 31, 2016 , the Company had no remaining unfunded commitments. Other assets consist of the following: As of March 31, As of December 31, 2017 2016 (in thousands, unaudited) Prepaid expenses $ 3,784 $ 4,295 Investments in merchant banking funds 1,641 1,689 Rent deposits 1,933 1,517 Other tangible assets 564 540 Intangible assets 200 300 Total other assets $ 8,122 $ 8,341 Investment revenues The Company’s generates investment revenues from its investments in merchant banking funds and interest income as follows: For the Three Months Ended March 31, 2017 2016 (in thousands, unaudited) Net realized and unrealized gains (losses) on investments in merchant banking funds $ (23 ) $ 49 Interest income 252 263 Total investment revenues $ 229 $ 312 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments There were no Level 1 or Level 2 assets or liabilities measured in the fair value hierarchy during the three months ended March 31, 2017 and 2016 . There were no Level 3 assets measured at fair value during the three months ended March 31, 2017 and 2016 . In connection with the acquisition of Cogent Partners, LP and its affiliates ("Cogent") (now known as our secondary advisory business), the Company agreed to pay to the sellers in the future $18.9 million in cash and 334,048 shares of Greenhill common stock if certain agreed revenue targets are achieved (the "Earnout"). The cash payment and the issuance of common shares related to the Earnout will be made if secondary capital advisory revenues of $80.0 million or more are earned during either the two year period ending on the second anniversary of the closing or the two year period ending on the fourth anniversary of the closing. The revenue target was not achieved during the first two year period ending on March 31, 2017. If the revenue target is achieved during the second two period ending on March 31, 2019, the contingent consideration will be paid promptly after that date. If the revenue target is not achieved during the remaining two year earnout period, a payment will not be made. The fair value of the contingent cash consideration was valued on the date of the acquisition at $13.1 million and is remeasured quarterly based on a probability weighted present value discount that the revenue target may be achieved. During the three months ended March 31, 2017, the Earnout for the first two year period was not achieved. Accordingly, the fair value of the contingent cash consideration at March 31, 2017 was remeasured, based on the probability weighted present value that the revenue target will be achieved on the second two year earnout period provided for in the acquisition agreement, at a value of $9.1 million and the Company recognized a decrease in other operating expenses of $6.0 million for the three month period ending March 31, 2017. See "Note 9 - Earnings Per Share". The following table sets forth the measurement at fair value on a recurring basis of the contingent cash consideration due the selling unitholders of Cogent related to the Earnout. The liability arose as a result of the acquisition of Cogent and is categorized as a Level 3 liability, which is remeasured each quarterly period based on the probability of achieving the target revenue threshold and weighted average discount rate as discussed below. Liabilities Measured at Fair Value on a Recurring Basis as of March 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance as of March 31, 2017 (in thousands, unaudited) Liabilities Contingent obligation due selling unitholders of Cogent $ — $ — $ 9,090 $ 9,090 Total $ — $ — $ 9,090 $ 9,090 Liabilities Measured at Fair Value on a Recurring Basis as of December 31, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance as of December 31, 2016 (in thousands, unaudited) Liabilities Contingent obligation due selling unitholders of Cogent $ — $ — $ 15,095 $ 15,095 Total $ — $ — $ 15,095 $ 15,095 Changes in Level 3 liabilities measured at fair value on a recurring basis for the three month periods ended March 31, 2017 are as follows: Opening Balance as of January 1, 2017 Total realized and unrealized gains (losses) included in Net Income Unrealized gains (losses) included in Other Comprehensive Income Purchases Issues Sales Settlements Closing Balance as of March 31, 2017 Unrealized gains (losses) for Level 3 liabilities outstanding at March 31, 2017 (in thousands, unaudited) Liabilities Contingent obligation due selling unitholders of Cogent $ 15,095 $ 6,005 $ — $ — $ — $ — $ — $ 9,090 $ 6,005 Total $ 15,095 $ 6,005 $ — $ — $ — $ — $ — $ 9,090 $ 6,005 Changes in Level 3 liabilities measured at fair value on a recurring basis for the three month periods ended March 31, 2016 are as follows: Opening Balance as of January 1, 2016 Total realized and unrealized gains (losses) included in Net Income Unrealized gains (losses) included in Other Comprehensive Income Purchases Issues Sales Settlements Closing Balance as of March 31, 2016 Unrealized gains (losses) for Level 3 liabilities outstanding at March 31, 2016 (in thousands, unaudited) Liabilities Contingent obligation due selling unitholders of Cogent $ 13,647 $ (385 ) $ — $ — $ — $ — $ — $ 14,032 $ (385 ) Total $ 13,647 $ (385 ) $ — $ — $ — $ — $ — $ 14,032 $ (385 ) Realized and unrealized gains (losses) are reported as a component of other operating expenses in the condensed consolidated statements of income. The following table presents quantitative information about the significant unobservable inputs utilized by the Company in the fair value measure of Level 3 liabilities measured at fair value on a recurring basis, as of March 31, 2017 : Fair Value as of March 31, 2017 Valuation Technique(s) Unobservable Input(s) Range (Weighted Average) (in thousands, unaudited) Liabilities Contingent obligation due selling unitholders of Cogent $ 9,090 Present value of expected payments Discount rate 12 % Forecast revenue (a) _____________________________________________ (a) The Company's estimate of contingent consideration as of March 31, 2017 was principally based on the acquired business' (i) actual revenue generation from April 1, 2015 through March 31, 2017 and (ii) projected revenue generation from April 1, 2017 through March 31, 2019. Valuation Processes - Level 3 Measurements - The Company utilizes a valuation technique based on a present value method applied to the probability of achieving a range of potential revenue outcomes. The valuation was conducted by the Company. The Company updates unobservable inputs each reporting period and has a formal process in place to review changes in fair value. Sensitivity Analysis - Level 3 Measurements - The significant unobservable inputs used in determining fair value are the discount rate and forecast revenue information. Significant increases (decreases) in the discount rate would have resulted in a lower (higher) fair value measurement. Significant increases (decreases) in the forecast revenue information would result in a higher (lower) fair value measurement. For all significant unobservable inputs used in the fair value measurement of the Level 3 liabilities, a change in one of the inputs would not necessarily result in a directionally similar change in the other. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties At March 31, 2017 and December 31, 2016 , the Company had no amounts receivable or payable to related parties. The Company subleases airplane and office space to a firm owned by the Chairman of the Company. The Company recognized rent reimbursements of $0.02 million for each of the three month periods ended March 31, 2017 and 2016 , which are included as a reduction of occupancy and equipment rental on the condensed consolidated statements of income. |
Bank Loan Facilities
Bank Loan Facilities | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Bank Loan Facilities | Bank Loan Facilities At March 31, 2017 , the Company had a $80.0 million revolving bank loan facility with a U.S. banking institution to provide for working capital needs and for other general corporate purposes. In March 2017, the borrowing capacity under the revolving loan facility was increased by $10.0 million , from $70 million to $80 million , and the maturity date was extended to April 30, 2018 . Interest on the borrowings is based on the higher of 3.50% or the U.S. Prime Rate and is payable monthly. The weighted average daily borrowings outstanding under the revolving bank loan facility were approximately $63.7 million and $40.3 million for the three months ended March 31, 2017 and 2016 , respectively. The weighted average interest rate was 3.76% and 3.50% for the three months ended March 31, 2017 and 2016 , respectively. In connection with the acquisition of Cogent in April 2015, the Company borrowed $45.0 million , which was comprised of two bank term loan facilities (the "Term Loan Facilities"), each in an original principal amount of $22.5 million . One Term Loan Facility was paid in full in advance of its maturity date in April 2016. The other Term Loan Facility matures on April 30, 2018 (the " Three Year Facility"), is payable in four equal semi-annual installments beginning on October 31, 2016 and bears interest at the Prime Rate plus one and one-quarter percent ( 1.25% ) per annum, which interest rate will be reduced to the Prime Rate plus three-quarters of one percent ( 0.75% ) per annum when the amount outstanding on the Three Year Facility is $7.5 million or less. At March 31, 2017 , the outstanding principal balance of the Three Year Facility was $16.9 million . The second installment of $5.6 million of the Three Year Facility was repaid in April 2017. Future installments of $5.6 million each are due on October 31, 2017 and April 30, 2018. There are no prepayment penalties for the early repayment of the Term Loan Facilities and principal amounts repaid cannot be reborrowed. The interest rate applicable to the Term Loan Facilities can never be less than four percent ( 4.00% ) per annum. The weighted average interest rate related to the Term Loan Facilities was 4.99% and 4.57% for the three months ended March 31, 2017 and 2016 , respectively. The bank loan facilities are provided by a U.S. banking institution and are 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, CP LP and GCI. In addition, the bank loan facilities have a prohibition on the incurrence of additional indebtedness without the prior approval of the lenders and the Company is required to comply with certain financial and liquidity covenants. At March 31, 2017 , the Company was compliant with all bank loan covenants. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Equity | Equity On March 22, 2017, a dividend of $0.45 per share was paid to stockholders of record on March 8, 2017. Dividends include dividend equivalents of $2.1 million and $2.0 million , which were paid on outstanding restricted stock units for the three months ended March 31, 2017 and 2016 , respectively. During the three months ended March 31, 2017 , 1,014,271 restricted stock units vested and were issued as common stock of which the Company is deemed to have repurchased 423,556 shares at an average price of $29.55 per share in conjunction with the payment of tax liabilities in respect of stock delivered to its employees in settlement of restricted stock units. During the three months ended March 31, 2016 , 784,060 restricted stock units vested and were issued as common stock of which the Company is deemed to have repurchased 303,035 shares at an average price of $25.37 per share in conjunction with the payment of tax liabilities in respect of stock delivered to its employees in settlement of restricted stock units. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 2016 (in thousands, except per share amounts, unaudited) Numerator for basic and diluted EPS — net income (loss) allocated to common stockholders $ (746 ) $ 4,357 Denominator for basic EPS — weighted average number of shares 31,904 31,646 Add — dilutive effect of: Weighted average number of incremental shares issuable from restricted stock units — (1) 71 Denominator for diluted EPS — weighted average number of shares and dilutive potential shares 31,904 31,717 Earnings (loss) per share: Basic $ (0.02 ) $ 0.14 Diluted $ (0.02 ) $ 0.14 The weighted number of shares and dilutive potential shares do not include 334,048 shares of common stock, which will be issued to certain selling unitholders of Cogent, following the fourth anniversary of the acquisition if the revenue target related to the Earnout is achieved. In the event that the revenue target is achieved, such shares will be included in the Company’s share count at March 31, 2019. If the revenue target is not achieved such shares of common stock will not be issued. See "Note 5 - Fair Value of Financial Instruments". ________________________ (1) Excludes 183,813 shares for the three month period ended March 31, 2017, which were considered antidilutive and thus were not included in the above calculation. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company's effective tax rate varies depending on the jurisdiction in which the income is earned. Certain foreign sourced income is taxed at a lower effective rate than U.S. income. Under the requirements of ASC 740, the Company intends to indefinitely reinvest its non-U.S. subsidiaries earnings outside the United States and does not provide for residual U.S. tax on these earnings. The provision for income taxes ending March 31, 2017 reflects a net charge of $2.1 million related to excess tax benefits and tax deficiencies for its restricted stock unit compensation as required by new accounting guidance for share-based compensation effective in the first quarter of 2017 . In prior periods, these excess tax benefits and tax deficiencies were recorded as a charge or benefit to stockholders' equity. 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 stockholders' 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 March 31, 2017 , 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 | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 , G&Co’s net capital was $4.9 million , which exceeded its requirement by $4.4 million . G&Co’s aggregate indebtedness to net capital ratio was 1.5 to 1 at March 31, 2017 . Certain distributions and other capital withdrawals of G&Co are subject to certain notifications and restrictive provisions of the Rule. GCI is subject to capital requirements of the FCA. Greenhill Australia is subject to capital requirements of the ASIC. GC LP is subject to capital requirements of the SEC and the FCA. We are also subject to certain regulatory capital requirements in other jurisdictions. As of March 31, 2017 , GCI, Greenhill Australia, GC LP and our other regulated operations were in compliance with local capital adequacy requirements. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company evaluates subsequent events through the date on which the financial statements are issued. On April 10, 2017, the Company repaid the second installment of the Three Year Term Loan of $5.6 million , which was due on April 30, 2017. On April 26, 2017 , the Board of Directors of the Company declared a quarterly dividend of $0.45 per share. The dividend will be payable on June 21, 2017 to the common stockholders of record on June 7, 2017 . |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
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. 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, 2016 included in the Company's Annual Report on Form 10-K filed with the SEC. The condensed consolidated financial information as of December 31, 2016 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 It is the Company's accounting policy 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 capital advisory fees from primary capital raising transactions 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. The Company recognizes capital advisory fees from secondary market transactions at the time the sale or transfer of the capital interest is completed in accordance with the terms of the engagement letter. Generally, fee revenue is determined based upon a fixed percentage of the transaction value. 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 $1.0 million and $1.9 million for the three months ended March 31, 2017 and 2016 , respectively. Investment Revenues Investment revenues consist of gains (or losses) on the Company's investments in certain merchant banking funds and 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. |
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. The Company maintains its cash and cash equivalents with financial institutions with high credit ratings. 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. 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 recorded a bad debt expense for the three month periods ended March 31, 2017 and recorded $0.2 million for the three month periods ended March 31, 2016 . Included in the advisory fees receivable balance at March 31, 2017 and December 31, 2016 were $24.7 million and $26.1 million , respectively, of long term receivables related to primary 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 primary capital advisory engagements of $0.2 million for each of the three month periods ended March 31, 2017 and 2016 . 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. |
Goodwill | Goodwill Goodwill is the cost 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 stockholders' equity. |
Other Assets | Other Assets Included in other assets are the Company's investments in merchant banking funds, which 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 is determined by management of the fund after giving consideration to the cost of the security, quoted market prices, 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. The fund may apply discounts to reflect the lack of liquidity and other transfer restrictions. |
Restricted Stock Units | Restricted Stock Units The Company accounts for its share-based compensation payments by recording the fair value of restricted stock units granted to employees as compensation expense. The restricted stock units are generally amortized over a four 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 stockholders' 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 stockholders' 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 sum of (i) the weighted average number of shares outstanding for the period and (ii) the weighted average number of shares deemed issuable due to the vesting of restricted stock units for accounting purposes. See "Note 8 — Equity". The Company calculates diluted EPS by dividing net income allocated to common stockholders by the sum of (i) basic shares per above and (ii) the dilutive effect of the common stock deliverable pursuant to restricted stock units for which future service is required. 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. Additionally, the Company accounts for the net tax (cost) from the delivery of restricted stock units and payment of dividend equivalents as an income tax expense or benefit. 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, and the Company's policy is to treat interest and penalties related to uncertain tax positions as part of pre-tax income. 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 (loss) in the condensed consolidated statements of changes in stockholders' 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. See "Note 5 — Fair Value of Financial Instruments". 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. |
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 |
Business Information | Business Information The Company's activities as an investment banking firm constitute a single business segment, with substantially all revenues generated from advisory services, which includes engagements relating to mergers and acquisitions, financing advisory and restructuring, and capital advisory services. The Company earns less than 1% of its revenues from interest income and investment gains (losses) on investments. |
Recently Adopted Accounting Pronouncements and Accounting Developments | Recently Adopted Accounting Pronouncements In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 amends the guidance in former ASC Topic 718, Compensation – Stock Compensation. The standard is effective for public entities for annual reporting periods beginning after December 15, 2016 and the Company adopted these amendments effective on January 1, 2017. The impact of ASU No. 2016-09 resulted in a net increase to the provision for income taxes during the three month period ending March 31, 2017 related to excess tax benefits and tax deficiencies for its restricted stock unit compensation, which under the prior standard was recorded as an adjustment to retained earnings. Accounting Developments In February 2016, the FASB issued ASU No. 2016-02, Leases ("ASU 2016-02"). ASU 2016-02 amends the guidance in former ASC 840, Leases. Management is currently evaluating the impact of the future adoption of ASU 2016-02 on the Company’s consolidated financial statements. The standard is effective for public entities for annual reporting periods beginning after December 15, 2018 and the Company will adopt these amendments effective on January 1, 2019. In May 2014, the FASB issued ASU 2014-9 "Revenue from Contracts with Customers" codifying ASC 606, Revenue Recognition - Revenue from Contracts with Customers, which amends the guidance in former ASC 605, Revenue Recognition. The new guidance was effective for fiscal years beginning after December 15, 2016. In August 2015, the FASB issued ASU No. 2015-14, "Deferral of the Effective Date," which defers the effective date of its new recognition standard by one year. The standard would be effective for public entities for annual reporting periods beginning after December 15, 2017. The Company has been evaluating the impact of the future adoption of ASU 2014-09 on our consolidated financial Statements and expects to adopt the retrospective transition method which requires applying the new standard to prior comparative periods when reporting under the new standard becomes effective. As the AICPA industry task force on Broker-Dealers, the AICPA's Revenue Recognition Working Group and the AICPA's Financial Reporting Executive Committee (FinREC) provides further guidance on ASU 2014-09, the Company will continue to re-evaluate the financial impact on the Company's consolidated financial statements. |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Cash and Cash Equivalents [Abstract] | |
Cash and cash equivalents | The carrying values of the Company's cash and cash equivalents are as follows: As of March 31, As of December 31, 2017 2016 (in thousands, unaudited) Cash $ 45,234 $ 85,047 Cash equivalents 2,503 9,013 Restricted cash - letters of credit 4,256 4,253 Total cash and cash equivalents $ 51,993 $ 98,313 |
Other Assets (Tables)
Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Carrying Value of Investments in Merchant Banking Funds | Other assets consist of the following: As of March 31, As of December 31, 2017 2016 (in thousands, unaudited) Prepaid expenses $ 3,784 $ 4,295 Investments in merchant banking funds 1,641 1,689 Rent deposits 1,933 1,517 Other tangible assets 564 540 Intangible assets 200 300 Total other assets $ 8,122 $ 8,341 |
Investment Revenues by Source | The Company’s generates investment revenues from its investments in merchant banking funds and interest income as follows: For the Three Months Ended March 31, 2017 2016 (in thousands, unaudited) Net realized and unrealized gains (losses) on investments in merchant banking funds $ (23 ) $ 49 Interest income 252 263 Total investment revenues $ 229 $ 312 |
Fair Value of Financial Instr24
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring | The following table sets forth the measurement at fair value on a recurring basis of the contingent cash consideration due the selling unitholders of Cogent related to the Earnout. The liability arose as a result of the acquisition of Cogent and is categorized as a Level 3 liability, which is remeasured each quarterly period based on the probability of achieving the target revenue threshold and weighted average discount rate as discussed below. Liabilities Measured at Fair Value on a Recurring Basis as of March 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance as of March 31, 2017 (in thousands, unaudited) Liabilities Contingent obligation due selling unitholders of Cogent $ — $ — $ 9,090 $ 9,090 Total $ — $ — $ 9,090 $ 9,090 Liabilities Measured at Fair Value on a Recurring Basis as of December 31, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance as of December 31, 2016 (in thousands, unaudited) Liabilities Contingent obligation due selling unitholders of Cogent $ — $ — $ 15,095 $ 15,095 Total $ — $ — $ 15,095 $ 15,095 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | Changes in Level 3 liabilities measured at fair value on a recurring basis for the three month periods ended March 31, 2017 are as follows: Opening Balance as of January 1, 2017 Total realized and unrealized gains (losses) included in Net Income Unrealized gains (losses) included in Other Comprehensive Income Purchases Issues Sales Settlements Closing Balance as of March 31, 2017 Unrealized gains (losses) for Level 3 liabilities outstanding at March 31, 2017 (in thousands, unaudited) Liabilities Contingent obligation due selling unitholders of Cogent $ 15,095 $ 6,005 $ — $ — $ — $ — $ — $ 9,090 $ 6,005 Total $ 15,095 $ 6,005 $ — $ — $ — $ — $ — $ 9,090 $ 6,005 Changes in Level 3 liabilities measured at fair value on a recurring basis for the three month periods ended March 31, 2016 are as follows: Opening Balance as of January 1, 2016 Total realized and unrealized gains (losses) included in Net Income Unrealized gains (losses) included in Other Comprehensive Income Purchases Issues Sales Settlements Closing Balance as of March 31, 2016 Unrealized gains (losses) for Level 3 liabilities outstanding at March 31, 2016 (in thousands, unaudited) Liabilities Contingent obligation due selling unitholders of Cogent $ 13,647 $ (385 ) $ — $ — $ — $ — $ — $ 14,032 $ (385 ) Total $ 13,647 $ (385 ) $ — $ — $ — $ — $ — $ 14,032 $ (385 ) |
Fair Value Inputs, Liabilities, Quantitative Information | The following table presents quantitative information about the significant unobservable inputs utilized by the Company in the fair value measure of Level 3 liabilities measured at fair value on a recurring basis, as of March 31, 2017 : Fair Value as of March 31, 2017 Valuation Technique(s) Unobservable Input(s) Range (Weighted Average) (in thousands, unaudited) Liabilities Contingent obligation due selling unitholders of Cogent $ 9,090 Present value of expected payments Discount rate 12 % Forecast revenue (a) _____________________________________________ (a) The Company's estimate of contingent consideration as of March 31, 2017 was principally based on the acquired business' (i) actual revenue generation from April 1, 2015 through March 31, 2017 and (ii) projected revenue generation from April 1, 2017 through March 31, 2019. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 2016 (in thousands, except per share amounts, unaudited) Numerator for basic and diluted EPS — net income (loss) allocated to common stockholders $ (746 ) $ 4,357 Denominator for basic EPS — weighted average number of shares 31,904 31,646 Add — dilutive effect of: Weighted average number of incremental shares issuable from restricted stock units — (1) 71 Denominator for diluted EPS — weighted average number of shares and dilutive potential shares 31,904 31,717 Earnings (loss) per share: Basic $ (0.02 ) $ 0.14 Diluted $ (0.02 ) $ 0.14 The weighted number of shares and dilutive potential shares do not include 334,048 shares of common stock, which will be issued to certain selling unitholders of Cogent, following the fourth anniversary of the acquisition if the revenue target related to the Earnout is achieved. In the event that the revenue target is achieved, such shares will be included in the Company’s share count at March 31, 2019. If the revenue target is not achieved such shares of common stock will not be issued. See "Note 5 - Fair Value of Financial Instruments". ________________________ (1) Excludes 183,813 shares for the three month period ended March 31, 2017, which were considered antidilutive and thus were not included in the above calculation. |
Organization (Details)
Organization (Details) | Mar. 31, 2017state |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of states in which the entity is licensed (state) | 50 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | ||
Mar. 31, 2017USD ($)Segment | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
Significant Accounting Policies [Line Items] | |||
Client reimbursements | $ 1,000,000 | $ 1,900,000 | |
Bad debt expense | 0 | 200,000 | |
Long term receivables related to private equity and real estate capital advisory engagements | $ 24,700,000 | $ 26,100,000 | |
Installments period (in years) | 3 years | ||
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. | ||
Number of business segments (segment) | Segment | 1 | ||
Revenue | Maximum | |||
Significant Accounting Policies [Line Items] | |||
Percent of revenues | 1.00% | ||
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 | ||
Description of estimated useful lives | Lesser of 10 years or the remaining lease term | ||
Restricted Stock | Minimum | |||
Significant Accounting Policies [Line Items] | |||
Restricted stock units, amortization service period (years) | 4 years | ||
Restricted Stock | Maximum | |||
Significant Accounting Policies [Line Items] | |||
Restricted stock units, amortization service period (years) | 5 years | ||
Capital advisory engagements | |||
Significant Accounting Policies [Line Items] | |||
Interest income | $ 200,000 | $ 200,000 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Cash | $ 45,234 | $ 85,047 | ||
Cash equivalents | 2,503 | 9,013 | ||
Restricted cash - letters of credit | 4,300 | 4,300 | ||
Total cash and cash equivalents | 51,993 | 98,313 | $ 55,600 | $ 69,962 |
Letter of Credit | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash - letters of credit | $ 4,256 | $ 4,253 |
Other Assets - Narrative (Detai
Other Assets - Narrative (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Unfunded commitments | $ 0 | $ 0 |
Other Assets - Carrying Value o
Other Assets - Carrying Value of Investments in Merchant Banking Funds (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 3,784 | $ 4,295 |
Investments in merchant banking funds | 1,641 | 1,689 |
Rent deposits | 1,933 | 1,517 |
Other tangible assets | 564 | 540 |
Intangible assets | 200 | 300 |
Other Assets | $ 8,122 | $ 8,341 |
Other Assets - Investment Reven
Other Assets - Investment Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Principal Transaction Revenue [Line Items] | ||
Net realized and unrealized gains (losses) on investments in merchant banking funds | $ (23) | $ 2 |
Interest income | 252 | 263 |
Total investment revenues | 229 | 312 |
Merchant Banking Funds | ||
Principal Transaction Revenue [Line Items] | ||
Net realized and unrealized gains (losses) on investments in merchant banking funds | $ (23) | $ 49 |
Fair Value of Financial Instr32
Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Thousands | Apr. 01, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Revenue target | $ 80,000 | |||
Contingent obligation due selling unitholders of Cogent | $ 9,090 | $ 15,095 | ||
Increase (decrease) in fair value contingent consideration | (6,005) | $ 385 | ||
Cogent Partners, LP | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Maximum contingent consideration | $ 18,900 | |||
Conditional consideration (shares) | 334,048 | |||
Distribution period ending on the second anniversary of the closing (years) | 2 years | |||
Distribution period ending on the fourth anniversary of the closing (years) | 2 years | |||
Contingent obligation due selling unitholders of Cogent | $ 13,100 | 9,100 | ||
Increase (decrease) in fair value contingent consideration | $ (6,000) |
Fair Value of Financial Instr33
Fair Value of Financial Instruments - Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent obligation due selling unitholders of Cogent | $ 9,090 | $ 15,095 |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent obligation due selling unitholders of Cogent | 9,090 | 15,095 |
Total liabilities measured at fair value on a recurring basis | 9,090 | 15,095 |
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] | ||
Contingent obligation due selling unitholders of Cogent | 0 | 0 |
Total liabilities measured at fair value on a recurring basis | 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] | ||
Contingent obligation due selling unitholders of Cogent | 0 | 0 |
Total liabilities measured at fair value on a recurring basis | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent obligation due selling unitholders of Cogent | 9,090 | 15,095 |
Total liabilities measured at fair value on a recurring basis | $ 9,090 | $ 15,095 |
Fair Value of Financial Instr34
Fair Value of Financial Instruments - Unobservable Input Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Opening Balance | $ 15,095 | $ 13,647 |
Total realized and unrealized gains (losses) included in Net Income | 6,005 | (385) |
Unrealized gains (losses) included in Other Comprehensive Income | 0 | 0 |
Purchases | 0 | 0 |
Issues | 0 | 0 |
Sales | 0 | 0 |
Settlements | 0 | 0 |
Closing Balance | 9,090 | 14,032 |
Unrealized gains (losses) for Level 3 liabilities outstanding | 6,005 | (385) |
Contingent Consideration Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Opening Balance | 15,095 | 13,647 |
Total realized and unrealized gains (losses) included in Net Income | 6,005 | (385) |
Unrealized gains (losses) included in Other Comprehensive Income | 0 | 0 |
Purchases | 0 | 0 |
Issues | 0 | 0 |
Sales | 0 | 0 |
Settlements | 0 | 0 |
Closing Balance | 9,090 | 14,032 |
Unrealized gains (losses) for Level 3 liabilities outstanding | $ 6,005 | $ (385) |
Fair Value of Financial Instr35
Fair Value of Financial Instruments - Quantitative Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Contingent obligation due selling unitholders of Cogent | $ 9,090 | $ 15,095 |
Fair Value, Measurements, Recurring | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Contingent obligation due selling unitholders of Cogent | 9,090 | 15,095 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Contingent obligation due selling unitholders of Cogent | 9,090 | $ 15,095 |
Fair Value, Measurements, Recurring | Contingent Consideration Liability | Present value of expected payments | Significant Unobservable Inputs (Level 3) | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Contingent obligation due selling unitholders of Cogent | $ 9,090 | |
Fair Value, Measurements, Recurring | Contingent Consideration Liability | Present value of expected payments | Significant Unobservable Inputs (Level 3) | Weighted Average | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Discount Rate | 12.00% |
Related Parties - Additional In
Related Parties - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |||
Receivables (payables) to related parties | $ 0 | $ 0 | |
Tenant reimbursements | $ 20,000 | $ 20,000 |
Bank Loan Facilities - Addition
Bank Loan Facilities - Additional Information (Details) | Apr. 30, 2018USD ($) | Oct. 31, 2017USD ($) | Apr. 10, 2017USD ($) | Apr. 30, 2015USD ($)Loaninstallment | Apr. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Feb. 28, 2017USD ($) | Dec. 31, 2016USD ($) |
Line of Credit Facility [Line Items] | ||||||||||
Term loan facility | $ 16,875,000 | $ 16,875,000 | $ 16,875,000 | |||||||
Repayment of bank term loans | $ 0 | $ 0 | ||||||||
Cogent 12 Month Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest rate, percent | 4.00% | |||||||||
Weighted average interest rate (percent) | 4.99% | 4.99% | 4.57% | |||||||
Cogent 36 Month Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest rate, percent | 4.00% | |||||||||
Weighted average interest rate (percent) | 1.25% | 4.99% | 4.99% | 4.57% | ||||||
Term loan facility | $ 16,900,000 | $ 16,900,000 | ||||||||
Debt instrument term (years) | 3 years | |||||||||
Number of semi-annual installments (installment) | installment | 4 | |||||||||
Debt instrument, amount outstanding to reduce interest rate | $ 7,500,000 | |||||||||
Cogent 36 Month Facility | Scenario, Forecast | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Repayment of bank term loans | $ 5,600,000 | $ 5,600,000 | ||||||||
Cogent 36 Month Facility | Subsequent Event | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Repayment of bank term loans | $ 5,600,000 | $ 5,600,000 | ||||||||
Cogent 36 Month Facility | Prime Rate | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate (percent) | 0.75% | |||||||||
Cogent Partners, LP | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Term loan facility | $ 45,000,000 | |||||||||
Number of bank term loan facilities (loan) | Loan | 2 | |||||||||
Cogent Partners, LP | Cogent 12 Month Facility | Short-term Debt | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Term loan facility | $ 22,500,000 | |||||||||
Cogent Partners, LP | Cogent 36 Month Facility | Long-term Debt | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Term loan facility | $ 22,500,000 | |||||||||
Revolving Credit Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Revolving loan facility, maximum borrowing capacity | 80,000,000 | $ 80,000,000 | $ 70,000,000 | |||||||
Increase in maximum borrowing capacity | $ 10,000,000 | |||||||||
Interest rate, percent | 3.50% | 3.50% | ||||||||
Weighted average daily borrowings outstanding under the loan facility | $ 63,700,000 | $ 40,300,000 | ||||||||
Weighted average interest rate (percent) | 3.76% | 3.76% | 3.50% |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 22, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Stockholders Equity Note [Line Items] | |||
Dividends declared and paid per share (usd per share) | $ 0.45 | $ 0.45 | $ 0.45 |
Dividend equivalents paid | $ 2.1 | $ 2 | |
Common Stock | |||
Stockholders Equity Note [Line Items] | |||
Repurchased shares for award (shares) | 423,556 | 303,035 | |
Average repurchase price of shares for award (usd per share) | $ 29.55 | $ 25.37 | |
Restricted Stock Units | |||
Stockholders Equity Note [Line Items] | |||
Restricted stock units vested and issued as common stock (shares) | 1,014,271 | 784,060 |
Earnings per Share - Reconcilia
Earnings per Share - Reconciliation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from EPS (shares) | 183,813 | |
Numerator for basic and diluted EPS — net income (loss) allocated to common stockholders | $ (746) | $ 4,357 |
Denominator for basic EPS — weighted average number of shares (shares) | 31,904,270 | 31,645,894 |
Add — dilutive effect of: | ||
Weighted average number of incremental shares issuable from restricted stock units (shares) | 0 | 71,000 |
Denominator for diluted EPS — weighted average number of shares and dilutive potential shares (shares) | 31,904,270 | 31,716,563 |
Earnings per share: | ||
Basic (usd per share) | $ (0.02) | $ 0.14 |
Diluted (usd per share) | $ (0.02) | $ 0.14 |
Cogent Partners, LP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from EPS (shares) | 334,048 |
Income Taxes (Details)
Income Taxes (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Income Tax Disclosure [Abstract] | |
Excess tax benefit | $ 2.1 |
Regulatory Requirements - Addit
Regulatory Requirements - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Regulatory Capital Requirements [Abstract] | |
Minimum net capital required | $ 5,000 |
Description of minimum net capital requirements | The greater of $5,000 or 1/15 of aggregate indebtedness |
Minimum net capital requirements (percent) | 6.67% |
Net capital | $ 4,900,000 |
Excess net capital | $ 4,400,000 |
Aggregate indebtedness to net capital ratio (percent) | 1.5 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 26, 2017 | Apr. 10, 2017 | Apr. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Subsequent Event [Line Items] | |||||
Repayment of bank term loans | $ 0 | $ 0 | |||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Subsequent event, description | The Board of Directors of the Company declared a quarterly dividend | ||||
Dividends declared per common share (usd per share) | $ 0.45 | ||||
Dividend payable date | Jun. 21, 2017 | ||||
Dividend record date | Jun. 7, 2017 | ||||
Cogent 36 Month Facility | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Repayment of bank term loans | $ 5,600 | $ 5,600 |