XML 98 R34.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Fair Value of Financial Instruments (Tables)
12 Months Ended
Dec. 31, 2019
Fair Value Disclosures [Abstract]  
Liabilities Measured at Fair Value on a Recurring Basis
The following tables set forth the measurement at fair value on a recurring basis of the investments in money market funds, short-term cash instruments and U.S. government securities. The securities are categorized as a Level 1 asset, as their valuation is based on quoted prices for identical assets in active markets. See “Note 3 — Cash and Cash Equivalents”.

Assets Measured at Fair Value on a Recurring Basis as of December 31, 2019
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, 2019
(in thousands)
Assets
Cash equivalents$44,751  $—  $—  $44,751  
Total$44,751  $—  $—  $44,751  

Assets Measured at Fair Value on a Recurring Basis as of December 31, 2018
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, 2018
(in thousands)
Assets
Cash equivalents$72,193  $—  $—  $72,193  
Total$72,193  $—  $—  $72,193  
Liabilities Measured at Fair Value on a Recurring Basis
In connection with the acquisition in April 2015 of Cogent Partners, LP and its affiliates (“Cogent,” now known as the secondary capital 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 were to be made if secondary capital advisory revenues of $80.0 million or more were 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 generated by the secondary capital advisory business for the first
two year period ended March 31, 2017 was slightly less than required to achieve the Earnout. The Earnout for the second two year period ended March 31, 2019 was achieved, and in accordance with terms of the purchase agreement, the contingent consideration was paid in April 2019. The fair value of the contingent cash consideration was valued on the date of the acquisition at $13.1 million and was remeasured quarterly based on a probability weighted present value discount that the revenue target may be achieved. In April 2019, the liability was paid in full. Due to the remeasurement of the Earnout, the Company recognized an increase in other operating expenses of $0.6 million for the year ended December 31, 2019, an increase in other operating expenses of $4.5 million for the year ended December 31, 2018 and a decrease in other operating expenses of $1.3 million for the year ended December 31, 2017. See "Note 10 — Equity" and “Note 11 — Earnings per Share”.
The following tables set forth the measurement at fair value on a recurring basis of the contingent cash consideration due to the selling unitholders of Cogent related to the Earnout prior to its settlement in April 2019. The liability arose as a result of the acquisition of Cogent and was categorized as a Level 3 liability. Through March 31, 2019, the liability was remeasured each quarter based on the probability of achieving the target revenue threshold and weighted average discount rate as discussed below. In the third quarter of 2018, the liability was transferred to Level 2 as the only remaining fair value input was the present value discount.


Liabilities Measured at Fair Value on a Recurring Basis as of December 31, 2018
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, 2018
(in thousands)
Liabilities
Contingent obligation due selling unitholders of Cogent$—  $18,293  $—  $18,293  
Total$—  $18,293  $—  $18,293  
Changes in Level 3 Measured at Fair Value
Changes in Level 3 liabilities measured at fair value on a recurring basis for the year ended December 31, 2018
Opening Balance as of January 1, 2018Total realized and unrealized gains (losses) included in Net IncomeUnrealized gains (losses) included in Other Comprehensive IncomePurchasesIssuesSalesTransfers OutClosing Balance as of December 31, 2018Unrealized gains (losses) for Level 3 liabilities outstanding at December 31, 2018
(in thousands)
Liabilities
Contingent obligation due selling unitholders of Cogent$13,763  $(4,021) $—  $—  $—  $—  $(17,784) $—  $—  
Total$13,763  $(4,021) $—  $—  $—  $—  $(17,784) $—  $—  
Changes in Level 3 liabilities measured at fair value on a recurring basis for the year ended December 31, 2017
Opening Balance as of January 1, 2017Total realized and unrealized gains (losses) included in Net IncomeUnrealized gains (losses) included in Other Comprehensive IncomePurchasesIssuesSalesTransfers OutClosing Balance as of December 31, 2017Unrealized gains (losses) for Level 3 liabilities outstanding at December 31, 2017
(in thousands)
Liabilities
Contingent obligation due selling unitholders of Cogent$15,095  $1,332  $—  $—  $—  $—  $—  $13,763  $1,332  
Total$15,095  $1,332  $—  $—  $—  $—  $—  $13,763  $1,332