UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

January 27, 2016

 

 

GREENHILL & CO., INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-32147

 

Delaware    51-0500737

(State or other jurisdiction

of incorporation)

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

300 Park Avenue

New York, New York

   10022
(Address of principal executive offices)    (ZIP Code)

Registrant’s telephone number, including area code: (212) 389-1500

Former name or former address, if changed since last report: NOT APPLICABLE

 

 

 

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

 

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

 

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

 

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

 

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

 

 

 


Section 2. Financial Information.

Item 2.02. Results of Operations and Financial Condition.

On January 27, 2016, Greenhill & Co., Inc. (“Greenhill” or the “Firm”) issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2015. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Greenhill under the Securities Act of 1933 or the Exchange Act.

Section 5. Corporate Governance and Management.

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

On January 27, 2016, the Compensation Committee (the “Committee”) of Greenhill’s Board of Directors, in consultation with its independent compensation consultant, approved the grant of 115,473 Performance-Based Restricted Stock Units (“PRSUs”) and 87,714 Restricted Stock Units (“RSUs”) to Scott L. Bok, the Firm’s Chief Executive Officer, pursuant to the Firm’s Equity Incentive Plan, as amended and restated (the “Plan”), for the Firm’s fiscal 2015 performance year. For the Firm’s fiscal 2014 performance year, 100% of equity awards granted to Mr. Bok pursuant to the Plan were in the form of RSUs.

Each PRSU represents the right to receive, upon and subject to the vesting of the PRSU, the number of shares of the Firm’s common stock determined under the award agreement, subject to the Firm’s level of achievement of three equally weighted performance metrics measured over a three-year performance period running from January 1, 2016 through December 31, 2018 (the “Performance Period”). Such performance metrics are: (i) the Firm’s average annual total revenues over the Performance Period as a multiple of the Firm’s fiscal year 2015 total revenues, (ii) the Firm’s cumulative pre-tax margin over the Performance Period and (iii) the Firm’s total shareholder return over the Performance Period.

The PRSU award described above is subject to the terms and conditions, including provisions relating to termination, retirement and change of control, of the Plan and the Form of Greenhill & Co. Equity Incentive Plan Performance-Based Restricted Stock Unit Award Notification – Three Year Performance Period, attached hereto as Exhibit 10.1 and incorporated herein by reference.

The RSU award described above has a three year cliff vesting and is subject to the terms and conditions, including provisions relating to termination, retirement and change of control, of the Plan and the Form of Greenhill & Co. Equity Incentive Plan Restricted Stock Unit Award Notification – Three Year Cliff Vesting, attached hereto as Exhibit 10.2 and incorporated herein by reference.

Section 9. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

 

  (c) Exhibits. The following exhibit is being furnished as part of this Report.

 

Exhibit
Number
  

Description

10.1    Form of Greenhill & Co. Equity Incentive Plan Performance-Based Restricted Stock Unit Award Notification – Three Year Performance Period
10.2    Form of Greenhill & Co. Equity Incentive Plan Restricted Stock Unit Award Notification – Three Year Cliff Vesting
99.1    Press Release of Greenhill & Co., Inc. dated January 27, 2016.


SIGNATURES

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

 

 

  Greenhill & Co., Inc.

Date: January 29, 2016

  By:   /s/  Patricia Moran
   

 

    Name: Patricia Moran
    Title: Chief Legal Officer and Secretary


EXHIBIT INDEX

 

Exhibit
Number            
  

Description

10.1    Form of Greenhill & Co. Equity Incentive Plan Performance-Based Restricted Stock Unit Award Notification – Three Year Performance Period
10.2    Form of Greenhill & Co. Equity Incentive Plan Restricted Stock Unit Award Notification – Three Year Cliff Vesting
99.1    Press Release of Greenhill & Co., Inc. dated January 27, 2016.

E-1

Exhibit 10.1

FORM OF GREENHILL & CO. EQUITY INCENTIVE PLAN

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD NOTIFICATION

THREE YEAR PERFORMANCE PERIOD

Greenhill & Co., Inc., a Delaware corporation (the “ Company ”), hereby grants to the “ Participant ” this Award of Performance-Based Restricted Stock Units (“ PRSUs ”) pursuant to the Greenhill & Co., Inc., Equity Incentive Plan, as amended and restated (the “ Plan ”) upon the following terms and conditions:

 

Name of Participant:     

Grant Date :

   

Target Number of PRSUs :

   
Maximum Number of PRSUs:      
Performance Period:    

 

1. This Award is subject to all terms and conditions of this Notification (including Exhibit A) and the Plan. The terms of the Plan are hereby incorporated by reference. Capitalized terms not otherwise defined herein shall have the meaning assigned to such term in the Plan. The term “ Notification ” means this Notification (including Exhibit A).

 

2. Each PRSU represents a right to receive, upon and subject to the vesting of the PRSU (as described in Section 4 below and Exhibit A), one Share as provided in this Notification. Such payment may, at the Committee’s election be in cash or Shares or a combination thereof.

 

3. To the extent dividends are paid on Shares while the PRSUs remain outstanding, subject to the vesting of the PRSUs, the Participant shall be entitled to receive, at the time of the delivery of the Shares underlying such vested PRSUs, a cash payment equal to the Dividend Equivalent Amount (as defined below). The Participant shall not be entitled to receive any Dividend Equivalent Amount with respect to any PRSUs that do not vest. “ Dividend Equivalent Amount ” means an amount equal to (i) the aggregate amount of dividends paid by the Company during the Performance Period with respect to one Share multiplied by (ii) the number of Shares issuable to the Participant upon vesting of the PRSUs as determined pursuant to the provisions of Exhibit A.

 

4. Subject to the Participant’s continued employment as of the end of the Performance Period (unless otherwise provided under the terms and conditions of the Plan or this Notification), the PRSUs shall vest as set forth on Exhibit A based on the achievement of certain performance goals for the Performance Period. Subject to the other provisions of this Notification and the Plan, the Participant shall be entitled to receive (and the Company shall deliver to the Participant) within 75 days following the end of the Performance Period, the number of Shares underlying the vested PRSUs (or a cash payment therefore) calculated pursuant to the provisions of Exhibit A.


5. In accordance with Section 15(a) of the Plan, the Company may in its sole discretion withhold from the payment to the Participant hereunder a sufficient amount (in cash or Shares) to provide for the payment of any taxes required to be withheld by federal, state or local law with respect to income resulting from such payment.

 

6. A PRSU does not represent an equity interest in the Company, and carries no voting rights. The Participant will not have any rights of a shareholder with respect to the PRSUs until the Shares have been delivered to the Participant.

 

7. Notices hereunder and under the Plan, if to the Company, shall be delivered to the Plan Administrator (as so designated by the Company) or mailed to the Company’s principal office, Greenhill & Co., Inc., 300 Park Avenue, New York, New York, 10022, attention of the Plan Administrator, or, if to the Participant, shall be delivered to the Participant or mailed to his or her address as the same appears on the records of the Company.

 

8. All decisions and interpretations made by the Board of Directors or the Committee with regard to any question arising hereunder or under the Plan shall be binding and conclusive on all persons. In the event of any inconsistency between the terms and provisions of this Notification and the Plan, this Notification shall govern.

 

9. By accepting this Award, the Participant acknowledges receipt of a copy of the Plan, and agrees to be bound by the terms and conditions set forth in this Notification and the Plan, as in effect from time to time.

 

10. By accepting this Award, the Participant further acknowledges that the federal securities laws and/or the Company’s policies regarding trading in its securities may limit or restrict the Participant’s right to buy or sell Shares, including, without limitation, sales of Shares acquired in connection with the PRSUs. The Participant agrees to comply with such federal securities law requirements and Company policies, as such laws and policies are amended from time to time.

 

11. This Notification shall be governed by the laws of the state of New York without giving effect to its choice of law provisions.

 

GREENHILL & CO., INC.

By:

 

Name:

 

Title:

 

PARTICIPANT:

Name:

 

 

2


If you would like to designate a beneficiary to exercise your rights under this Notification in the event of your death, please complete your designation in the space provided below, as well as please sign and print your name and date in the space provided below, and return this Notification to the attention of Harold J. Rodriguez, Jr.

 

Beneficiary:   

 

     

 

         Participant name (print):
         Date:  

 

 

 

3


EXHIBIT A

VESTING CRITERIA FOR PRSUs

 

A. Performance Metrics; Calculation of Number of Shares Issuable

PRSUs shall vest based upon the Company’s level of achievement of three equally weighted performance metrics (set forth below) (each, a “Performance Metric”) measured over the Performance Period (as defined in the Notification). The number of Shares issuable upon vesting of the PRSUs shall be determined based upon the extent to which the goals for each Performance Metric are achieved during the Performance Period.

The Performance Metrics consist of the following:

    “Average Annual Revenue as a Multiple of Base Year” which shall mean (i) the sum of total revenues for each fiscal year of the Performance Period, divided by the number of fiscal years in the Performance Period, divided by (ii) total revenues for the Base Year, where “Base Year” is the fiscal year immediately preceding the start of the Performance Period.
    “Cumulative Pre-Tax Margin” which shall mean (i) the sum of income before taxes for each fiscal year of the Performance Period, divided by (ii) the sum of total revenues for each year of the Performance Period.
    “Total Shareholder Return (TSR)” which shall mean the compound annual growth rate, expressed as a percentage with one decimal point, in the value of a share of common stock in the Company due to stock appreciation and dividends, assuming dividends are reinvested, during the Performance Period. For this purpose, the “Beginning Stock Price” shall mean the average closing sales prices of the Company’s common stock on the New York Stock Exchange for the trading days in the month immediately preceding the beginning of the Performance Period; and the “Ending Stock Price” shall mean the average closing sales prices of the Company’s common stock on the New York Stock Exchange for the trading days in the month immediately preceding the end of the Performance Period. Where “Y” is the number of fractional Shares resulting from the deemed reinvestment of dividends paid during the Performance Period, with a 3-year Performance Period the TSR is calculated as follows:

 

(   

Ending Stock Price x (1 + Y)

Beginning Stock Price

  )   1/3    -1.

The performance against the goals for each Performance Metric shall be calculated in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”) using the same methodology as that used by the Company in preparing its Financial Statements (as defined below); the calculation of any non-GAAP adjustments shall be made using the same methodology as that used by the Company to prepare non-GAAP financial information included in its public releases or used to operate the business. If, at the end of the Performance Period, the Company is required to make periodic reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s consolidated financial statements filed with the Securities and Exchange Commission on Form 10-K shall constitute its “Public Company Financial Statements” and shall apply for such Performance Period. If, at the end of the Performance Period, the Company is not required to make periodic reports under the Exchange

 

4


Act, the Company’s regularly prepared annual audited financial statements prepared by management shall be its “Private Company Financial Statements” and shall apply for such Performance Period. The applicable financial statements may be referred to herein as the “Financial Statements.” The Committee shall certify the level of achievement of the performance goals promptly following the end of the Performance Period, once the relevant Financial Statements have been finalized.

The table below sets forth the goals for each Performance Metric for the Performance Period and the associated payout factors (each, a “Payout Factor”) based on the level of achievement against the goals for each Performance Metric.

 

    

Average Annual

    Revenue as Multiple    

of Base Year

 

    Cumulative Pre-Tax    

Margin

  

      Total Shareholder      

Return (TSR)

Threshold Goal

 

               

Target Goal

 

               

Upside Goal

 

               

Maximum Goal

 

               

The number of Shares issuable at the end of the Performance Period shall be equal to the product of (i) the Target Number of PRSUs (set forth in the Notification) and (ii) the average Payout Factor (with any resulting fractional Share rounded to the nearest whole number of Shares). For purposes of determining the average Payout Factor, each Performance Metric will be weighted equally.

In measuring the achievement against the goals for each Performance Metric and calculating the related Payout Factors, achievement will be linearly interpolated between the percentages set forth in the table above based on actual results as determined and certified by the Committee. If the achievement of a Performance Metric is below the threshold goal, the Payout Factor for such Performance Metric shall be 0%.

In no event may the number of Shares issuable at the end of the Performance Period exceed the Maximum Number of PRSUs (set forth in the Notification).

 

5


B. Effect of Termination of Employment of Participant

1. Death or Disability . Upon a termination of the Participant’s employment as a result of the Participant’s death or Disability during the Performance Period, this Award shall remain outstanding and shall continue to vest based upon the Company’s level of achievement against the goals for each Performance Metric during the Performance Period. The number of Shares issuable at the end of the Performance Period shall be determined as set forth under Section A above based on the Company’s actual performance during the Performance Period. Such Shares shall be delivered to the Participant or, in the case of the Participant’s death, to a designated beneficiary (or to the Participant’s estate if no beneficiary has been designated) within 75 days following the end of the Performance Period.

2. Termination by the Company without Cause . Upon a termination of the Participant’s employment by the Company without Cause (as defined below) during the Performance Period, this Award shall remain outstanding with respect to a pro-rated Target Number of PRSUs based on the number of days into the Performance Period the date of the Participant’s termination occurred (and any PRSUs in excess of such pro-rated Target Number of PRSUs shall be forfeited as of the date of termination). Such PRSUs that remain outstanding shall continue to vest based upon the Company’s level of achievement against the goals for each Performance Metric during the Performance Period. The number of Shares issuable at the end of the Performance Period shall be determined as set forth under Section A above based on the Company’s actual performance during the Performance Period and using such pro-rated Target Number of PRSUs. Such Shares shall be delivered to the Participant within 75 days following the end of the Performance Period.

3. Termination by the Company with Cause . Upon a termination of the Participant’s employment by the Company with Cause during the Performance Period, this Award will automatically be forfeited in full and canceled by the Company upon such termination of employment, no PSRUs shall vest, and the Participant shall not be entitled to receive any Shares in respect thereof.

“Cause” shall mean the Participant’s (i) willful misconduct, (ii) gross negligence or (iii) conviction of a felony that is injurious to the financial condition or business reputation of the Company or any of its affiliates.

4. Retirement . Except as otherwise provided in Paragraph 3 of this Section B or in Section C, upon a termination of employment as a result of the Participant’s Retirement during the Performance Period, this Award shall remain outstanding and shall continue to vest based upon the Company’s level of achievement against the goals for each Performance Metric during the Performance Period; provided, however, that if the Participant’s Retirement occurs prior to the end of the first twelve months of the Performance Period, then this Award shall only remain outstanding with respect to a pro-rated Target Number of PRSUs based on the number of days into the Performance Period the date of Retirement occurred (and any PRSUs in excess of such pro-rated Target Number of RSUs shall be forfeited as of the date of Retirement). The number of Shares issuable at the end of the Performance Period shall be determined as set forth under

 

6


Section A above based on the Company’s actual performance during the Performance Period (and using such pro-rated Target Number of PRSUs, as applicable). Such Shares shall be delivered to the Participant within 75 days following the end of the Performance Period.

5. Other Terminations of Employment . Upon a termination of employment for any reason other than as described in the preceding paragraphs of this Section B or in Section C, this Award will automatically be forfeited in full and canceled by the Company upon such termination of employment, no PSRUs shall vest, and the Participant shall not be entitled to receive any Shares in respect thereof.

 

C. Effect of Change in Control .

1.        Upon the occurrence of a Change in Control (provided that, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, such event constitutes a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i)), the acquiring entity (or an affiliate thereof) shall assume this Award such that, following the consummation of the Change in Control, this Award confers the Participant with the right to receive, for each Share subject to the Award (determined as set forth below in this Section C), the consideration (whether cash, securities or other property) received by each holder of Shares upon consummation of such Change in Control (the “Replacement Award”); provided that (i) such Replacement Award shall only be subject to the Participant’s continued employment through the end of the Performance Period and shall not, for the avoidance of doubt, be subject to achievement of the Performance Metrics set forth in Section A, and (ii) for purposes of determining the amount of cash, securities or other property subject to such Replacement Award, the number of Shares subject to the Award shall be equal to the greater of (A) the Target Number of PRSUs and (B) the number of Shares calculated under Section A that would be issuable based on the Company’s actual performance if the date of the Change in Control were treated as the last day of the Performance Period (with Average Annual Revenue as a Multiple of Base Year and Cumulative Pre-Tax Margin determined as of the end of the quarter immediately preceding the date of the Change in Control and with performance for any partial years being annualized).

2.        In the event of a termination of the Participant’s employment by the Company without Cause or by the Participant for Good Reason (as defined below) during the Performance Period and (i) within two years following the occurrence of a Change in Control (provided that, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, such event constitutes a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i)) or (ii) within six months prior to the occurrence of such a Change in Control if the Committee reasonably determines in its sole discretion that such termination was at the behest of the acquiring entity, then the Replacement Award shall become fully vested as of the date of the Participant’s termination of employment. Any cash, securities or other property subject to such Replacement Award shall be delivered to the Participant within 75 days of the date of the Participant’s termination of employment.

3.        Notwithstanding the foregoing, in the event that the acquiring entity (or an affiliate thereof) refuses or otherwise fails to assume this Award and grant a Replacement Award in connection with a Change in Control, this Award shall become vested, immediately prior to the

 

7


Change in Control, with respect to a number of Shares equal to the greater of (i) the Target Number of PRSUs and (ii) the number of Shares calculated under Section A that would be issuable based on the Company’s actual performance if the date of the Change in Control were treated as the last day of the Performance Period (with Average Annual Revenue as a Multiple of Base Year and Cumulative Pre-Tax Margin determined as of the end of the quarter immediately preceding the date of the Change in Control and with performance for any partial years being annualized).

4.        “Good Reason” shall mean the occurrence of any of the following events without the Participant’s prior written consent: (i) a material diminution in the duties, authority or responsibilities of the Participant, (ii) a material reduction in the Participant’s base compensation, or (iii) the relocation of the Participant’s principal place of employment more than 30 miles from his or her primary residence as of the Change in Control. In order for such event to constitute Good Reason, (A) the Participant must provide notice to the Company within 90 days of the occurrence of such event, (B) the Company must have 30 days following the receipt of such notice to cure such event (if susceptible to correction), and (C) the Participant must actually terminate employment with the Company within one year following the Company’s receipt of such notice.

 

8

Exhibit 10.2

FORM OF GREENHILL & CO. EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD NOTIFICATION

THREE YEAR CLIFF VESTING

Greenhill & Co., Inc., a Delaware corporation (the “ Company ”), hereby grants to the “ Participant ” this Award of Restricted Stock Units (“ RSUs ”) pursuant to the Greenhill & Co., Inc., Equity Incentive Plan, as amended and restated (the “ Plan ”) upon the following terms and conditions:

 

  Name of Participant:  
  Grant Date :  
  Number of RSUs :  

 

1. This Award is subject to all terms and conditions of this Notification and the Plan. The terms of the Plan are hereby incorporated by reference. Capitalized terms not otherwise defined herein shall have the meaning assigned to such term in the Plan. The term “ Notification ” means this Notification.

 

2. Each RSU represents a right to a future payment equal to the Fair Market Value of one Share at the time of such payment. Such payment may, at the Committee’s election be in cash or Shares or a combination thereof.

 

3. To the extent dividends are paid on Shares while the RSUs remain outstanding, you shall be entitled to receive at the time such dividends are paid (subject to your continued employment as of the relevant dividend payment date, except as provided in Paragraph 5 below), cash payments in amount equivalent to cash dividends on Shares with respect to the number of Shares covered by the RSUs. If you incur a termination of employment prior to the payment of Shares underlying your vested RSUs but subsequent to the applicable RSUs vesting date, as set forth in Paragraph 4 below, you shall be entitled to receive with respect to such Shares underlying your vested RSUs cash payments in amount equivalent to cash dividends on Shares regardless of whether you continue to be employed as of the relevant dividend payment date. If you incur a termination of employment under circumstances in which, pursuant to the provisions of the Plan and this Award, Shares underlying this Award are forfeited, any dividend equivalent cash payments made pursuant to this paragraph with respect to the Unvested Dividend Portion, as hereinafter defined, of the forfeited Shares shall be required to be repaid to the Company by you promptly following your termination of employment. The “Unvested Dividend Portion” of the forfeited Shares shall be one minus the portion of the Award that has been recognized as an expense in the Company’s financial statements.


4. Subject to your continued employment as of the relevant vesting date (unless otherwise provided under the terms and conditions of the Plan or this Notification), in accordance with Paragraph 2 above you shall be entitled to receive (and the Company shall deliver to you) within 75 days following the relevant vesting date set forth below, the number of Shares underlying the RSUs (or a cash payment therefore) as of the dates set forth below in accordance with the following schedule:

 

  Vesting Dates =    100% of the Shares underlying the RSUs on January 1st of the third calendar year following the grant date.

 

5. Notwithstanding Section 11(a) of the Plan, if you terminate employment for reason of Retirement, this Award will continue to vest in accordance with the schedule set forth in Paragraph 4 above subject to the terms of the Plan and this Notification, and you shall continue to be entitled to receive dividend equivalent cash payments pursuant to Paragraph 3, regardless of whether you continue to be employed as of the relevant dividend payment date. In the event of your death following your termination of employment for reason of Retirement, the vesting of this Award will be immediately accelerated and the RSUs will become fully vested as of the date of your death.

 

6. In accordance with Section 15(a) of the Plan, the Committee may in its sole discretion withhold from any payment to you hereunder a sufficient amount (in cash or Shares) to provide for the payment of any taxes required to be withheld by federal, state or local law with respect to income resulting from such payment.

 

7. An RSU does not represent an equity interest in the Company, and carries no voting rights. You will not have any rights of a shareholder with respect to the RSUs until the Shares have been delivered to you.

 

8. Notices hereunder and under the Plan, if to the Company, shall be delivered to the Plan Administrator (as so designated by the Company) or mailed to the Company’s principal office, Greenhill & Co., Inc., 300 Park Avenue, New York, New York, 10022, attention of the Plan Administrator, or, if to you, shall be delivered to you or mailed to your address as the same appears on the records of the Company.

 

9. All decisions and interpretations made by the Board of Directors or the Committee with regard to any question arising hereunder or under the Plan shall be binding and conclusive on all persons. In the event of any inconsistency between the terms and provisions of this Notification and the Plan, this Notification shall govern.

 

10. By accepting this Award, you acknowledge receipt of a copy of the Plan, and agree to be bound by the terms and conditions set forth in this Notification and the Plan, as in effect from time to time.

 

11.

By accepting this Award, you further acknowledge that the federal securities laws and/or the Company’s policies regarding trading in its securities may limit or restrict your right to buy

 

2


  or sell Shares, including, without limitation, sales of Shares acquired in connection with your RSUs. You agree to comply with such federal securities law requirements and Company policies, as such laws and policies are amended from time to time.

 

12. This Notification shall be governed by the laws of the state of New York without giving effect to its choice of law provisions.

 

GREENHILL & CO., INC.
By:
Name:
Title:

 

PARTICIPANT:
Name:

 

3


If you would like to designate a beneficiary to exercise your rights under this Notification in the event of your death, please complete your designation in the space provided below, as well as please sign and print your name and date in the space provided below, and return this Notification to the attention of Harold J. Rodriguez, Jr.

 

Beneficiary:                                                   

 

     Participant name (print):
     Date:   

 

 

4

Exhibit 99.1

 

LOGO

 

Contact: Christopher T. Grubb
     Chief Financial Officer
     Greenhill & Co., Inc.
     (212) 389-1800

GREENHILL & CO. REPORTS FOURTH QUARTER EARNINGS PER SHARE

OF $0.25 AND ANNUAL EARNINGS PER SHARE OF $0.82

 

    Total quarterly revenues of $75.7 million, down 1% from same period in prior year; annual revenues of $261.6 million down 5% from prior year

 

    Quarterly advisory revenues of $75.1 million, down 2% from same period in prior year; annual advisory revenues of $260.3 million, down 7% from prior year due to fewer significant transaction closings during year offset in part by an increase in revenues from announced transaction activity, which also resulted in a substantially greater backlog of announced but not yet completed transactions than the prior year

 

    Compensation ratio of 57% for the fourth quarter; for the full year at 56%, higher than our historic norm due to similar total compensation amounts year over year spread over lower total revenues

 

    Pre-tax profit margin of 19% for the fourth quarter; for the full year at 17%, negatively impacted by lower total revenues and certain non-recurring costs

 

    Board authorized up to $75.0 million of share repurchases in 2016

NEW YORK, January 27, 2016 – Greenhill & Co., Inc. (NYSE: GHL) today reported total revenues of $261.6 million and net income allocated to common stockholders of $25.6 million for the year ended December 31, 2015. Diluted earnings per share were $0.82 for the year ended December 31, 2015.

The Firm’s 2015 total revenues compare to total revenues of $275.3 million for 2014, which represents a decrease of $13.7 million. Advisory revenues for 2015 were $260.3 million, compared to $280.5 million for 2014, representing a decrease of $20.2 million. For 2015, we recognized an investment gain of $1.3 million compared to an investment loss of $5.2 million in 2014.


The Firm’s 2015 net income allocated to common stockholders and diluted earnings per share compare to net income allocated to common stockholders of $43.4 million and diluted earnings per share of $1.43 for 2014.

The Firm’s fourth quarter total revenues were $75.7 million compared to total revenues of $76.6 million for the same period in 2014, representing a decrease of $0.9 million. Advisory revenues for the fourth quarter of 2015 were $75.1 million, a decrease of $1.2 million from the fourth quarter of 2014.

The Firm’s fourth quarter net income allocated to common stockholders of $7.9 million and diluted earnings per share of $0.25 compare to net income allocated to common stockholders of $15.2 million and diluted earnings per share of $0.51 for the same period in 2014.

The Firm’s revenues and net income can fluctuate materially depending on the number, size and timing of completed transactions on which it advised and other factors. Accordingly, the revenues and net income in any particular period may not be indicative of future results.

“The fourth quarter was a very active one for our Firm in terms of M&A transaction announcements, with the 20 on which we advised equaling the best quarterly level in our history. In terms of revenue, we achieved a solid result for the quarter, as increased M&A announcement fees and fund placement fees offset a decline in M&A completion fees. As we had previously indicated was our expectation, an unusually high portion of our largest agreed M&A transactions carried over into 2016. On the capital advisory side of our business, the substantial increase in fund placement fees is indicative of a strong finish to the year, particularly in terms of secondary transactions executed by the Greenhill Cogent team that we acquired earlier in the year. As a result of the solid revenue outcome, we ended the year in our usual balance sheet position, with a global cash balance comfortably in excess of the balance on our revolving credit facility,” Robert F. Greenhill, Chairman, said.

“By many measures, 2015 was a strong year for our Firm. We advised on 26% more announced transactions than in the prior year. As measured by aggregate deal volume, those transactions were considerably larger than the announced deals on which we advised in the prior year. And the contractual fees associated with those transactions, a large portion of which had yet to be earned as of year end, also showed a significant increase. Despite all those positives, the fact that an unusually large number of our largest agreed M&A transactions were delayed into 2016 prevented us from showing an increase in revenue for the year. Looking forward, that book of agreed but not yet completed M&A transactions, combined with a continued robust level of activity in the

 

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primary and secondary fund placement markets, bodes well for much improved revenues in the first half of 2016. While the second half is, as always, more dependent on transactions yet to be announced, we have seen strong momentum in terms of significant new client assignments in recent months, which suggests the improved pace of revenue should continue, barring a meaningful deterioration in market conditions. Given the relatively fixed nature of our non-compensation costs, and the fact that certain of our costs in 2015 were nonrecurring in nature, if revenue develops as we expect, we also should see significant improvement in our profit margin. Likewise, our tax rate should be considerably lower than the unusually high rate of this quarter and year. Considering our balance sheet, near term expected transaction completions and longer term backlog of assignments, our cash position looks likely to far exceed what is necessary to support our dividend, and thus we expect to be in a position to return to our historic practice of repurchasing a significant amount of our common stock over the course of the year. Accordingly, our Board has authorized up to $75.0 million of share repurchases for the calendar year. While we will be highly focused on producing significantly improved financial results in the near term, we also will remain focused on the long term strategic development of our Firm. In keeping with this focus, we recruited several strong M&A bankers and acquired the highly successful Cogent business in 2015, and expect, based on current recruiting discussions, to bring significant further additional talent into the Firm over the course of 2016,” Scott L. Bok, Chief Executive Officer, commented.

 

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Revenues

Revenues by Source

The following provides a breakdown of total revenues by source for the three month periods and years ended December 31, 2015 and 2014, respectively:

 

     For the Three Months Ended  
     December 31, 2015     December 31, 2014  
     Amount      % of Total     Amount      % of Total  
     (in millions, unaudited)  

Advisory revenues

   $ 75.1         99   $ 76.3         100

Investment revenues

     0.6         1     0.3         0
  

 

 

    

 

 

   

 

 

    

 

 

 

Total revenues

   $ 75.7         100   $ 76.6         100
     For the Year Ended  
     December 31, 2015     December 31, 2014  
     Amount      % of Total     Amount      % of Total  
     (in millions, unaudited)  

Advisory revenues

   $ 260.3         100   $ 280.5         102

Investment revenues

     1.3             (5.2      (2 )% 
  

 

 

    

 

 

   

 

 

    

 

 

 

Total revenues

   $ 261.6         100   $ 275.3         100

Summarized below is historical advisory revenues by client location and industry for each of the prior five year periods ended December 31, 2015.

Historical Financial Advisory Revenues by Client Location

 

     For the Year Ended December 31,  
     2015     2014     2013     2012     2011  

North America

     58     59     52     60     48

Europe

     23     30     33     22     22

Australia

     6     9     12     14     22

Asia, Latin America & Other

     13     2     3     4     8

 

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Historical Financial Advisory Revenues by Industry

 

     For the Year Ended December 31,  
     2015     2014     2013     2012     2011  

Technology, Communications & Media

     9     13     15     20     9

Consumer Goods & Retail

     4     16     14     8     13

Energy & Utilities

     5     7     7     11     8

Financial Services

     6     11     13     7     22

Healthcare

     12     15     16     9     12

Real Estate, Lodging & Leisure

     4     2     4     5     6

General Industrial & Other

     39     25     20     31     21

Capital Advisory (Fund Placement)

     21     11     11     9     9

Advisory Revenues

Full Year

For the year ended December 31, 2015, advisory revenues were $260.3 million compared to $280.5 million in 2014, a decrease of 7%. At the same time, the number of worldwide completed M&A transactions in 2015 decreased by 6% as compared to 2014, while the volume of completed transactions (reflecting the sum of all transaction sizes) increased 26%. The number of announced transactions globally decreased by 2% in 2015 as compared to 2014, while the volume of announced transactions rose by 32%. 1

The decrease in our 2015 advisory revenues, as compared to 2014, resulted from a decrease in transaction completion fees due to fewer large transaction closings, offset in part by greater fund placement fees due to the acquisition of Cogent and an increase in transaction announcement and opinion fees.

In 2015, we advised on transactions for the first time for such leading companies around the world as Ball Corporation, Blount International, Inc., Croda Europe Limited, Emdeon Inc., Heartland Payment Systems, Inc., Telecity Group plc, and Teva Pharmaceuticals Industries Limited. We also advised on new transactions for historic clients such as Alcoa Inc., Anixter International, Inc., Cerner Corporation, Gannett Co., Inc., GlaxoSmithKline plc, Hitachi Appliances, Inc., Lonmin plc, Masco Corporation, MeadWestvaco Corporation, Recruit Holdings Co., Ltd, and Scholastic Corporation.

 

 

1   Source: Thomson Financial as of January 11, 2016. Number of transactions refers to those greater than $100,000.

 

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By geographic region in 2015, our advisory revenues were relatively well dispersed throughout the regional markets. North America, where we generated in excess of 58% of our revenues, remained our largest contributor in 2015. Most of our other 2015 advisory revenues were generated in Europe, where we derived 23% of our revenues. In Australia, our slight revenue decline from the prior year principally reflected the impact of the strengthening US dollar. The declines in revenue contribution from Europe and Australia were offset by a significant increase in revenue from the rest of the world.

By industry sector in 2015, improved performance in the general industrial sector generally offset a decline in activity in the consumer & retail, financial and technology, communications & media sectors.

During 2015, our capital advisory group advised real estate fund general partners on six final closings of primary capital commitments from institutional investors of such funds. In addition, our secondary capital advisory group advised institutional investors on 60 closings of sales of limited partnership interests in secondary market transactions. For 2015, we generated 21% of our advisory revenues from our capital advisory business.

We earned advisory revenues from 197 different clients in 2015 compared to 135 in 2014, with the large increase resulting from our acquisition of Cogent and an increase in institutional investor clients selling limited partnership interests in the secondary market. Of this group of clients, 44% (excluding historical Cogent clients) were new to the Firm in 2015. We earned $1 million or more from 64 clients in 2015 up 2% compared to 63 in 2014. The ten largest fee-paying clients contributed 32% of our total revenues in 2015 and 43% in 2014. There was no single client in 2015 or 2014 that represented greater than 10% of our revenues.

Fourth Quarter

Advisory revenues were $75.1 million in the fourth quarter of 2015 compared to $76.3 million in the fourth quarter of 2014, a decrease of 2%. In the fourth quarter of 2015, as compared to the same period in 2014, a decrease in transaction completion fees and retainer fees was largely offset by an increase in fund placement revenues and transaction announcement fees.

 

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Completed assignments in the fourth quarter of 2015 included:

 

    the acquisition by Anixter International of HD Supply’s Power Solutions business;

 

    the acquisition by Croda International Plc of Incotec Group BV;

 

    the acquisition by FEI Company of DCG Systems, Inc.;

 

    the majority sale by Hitachi Appliances of its HVAC business to Johnson Controls;

 

    the sale by International Medical Group, Inc. to ABRY Partners;

 

    the acquisition by Intertek Group plc of Professional Service Industries, Inc.;

 

    the representation of Lonmin Plc on its c.$777 million recapitalization;

 

    the representation of Reaction Engines Limited on the strategic investment by BAE Systems plc on the development of a new aerospace engine class;

 

    the capital raising for Related Real Estate Fund II;

 

    the disposal by Saga plc of Allied Healthcare to AURELIUS Investments;

 

    the acquisition by Sato Holdings Corporation of a minority stake in DataLase Ltd;

 

    the representation of Stemcor Holdings Limited on its debt restructuring and refinancing;

 

    the representation of Tate & Lyle plc on the re-alignment of Eaststarch C.V., its joint venture with Archer Daniels Midland Company;

 

    the acquisition by TD Bank Group of Nordstrom’s U.S. Visa and private label consumer credit card portfolio; and

 

    the sale by Willbros Group, Inc. of its Professional Services segment to TRC Companies, Inc.

 

7


During the fourth quarter of 2015, our capital advisory group advised real estate fund general partners on one interim closing and one final closing of primary capital commitments from institutional investors of such funds. In addition, our secondary capital advisory group advised institutional investors on 34 closings of sales of limited partnership interests in secondary market transactions.

In January 2016, as part of our annual evaluation and promotion process, the Firm named five new Managing Directors: Tammo Bünnemeyer (Frankfurt), Larry Gelwix (Chicago), Simon Lam (Hong Kong), Andy Nick (San Francisco) and Nate Stulman (New York).

Investment Revenues

In 2014, we substantially completed our goal of fully exiting our historic merchant banking investments and for the year our investment revenues consisted principally of realized and unrealized gains (losses) on our investments and interest income. In 2015, with the liquidation of our principal investment portfolio substantially complete, our investment income primarily consisted of interest income.

At December 31, 2015, our remaining investments consisted of a diverse group of small investments held in previously sponsored merchant banking funds, which in aggregate had an estimated fair value of $3.6 million. The remaining merchant banking fund investments are expected to be liquidated in multiple small steps over the next few years as the relevant managers seek to realize value from each underlying investment. The Firm has no remaining commitments to make principal investments, and it does not intend to make any going forward.

The following table sets forth additional information relating to our investment revenues (losses) for the three month periods and years ended December 31, 2015 and 2014:

 

     For the Three Months
Ended December 31,
     For the Years Ended
December 31,
 
     2015      2014      2015      2014  
     (in millions, unaudited)  

Net realized and unrealized gain (loss) on investments in merchant banking funds

   $ 0.2       $       $ 0.2       $ (6.6

Deferred gain on sale of certain merchant banking assets

                             0.2   

Interest income

     0.4         0.3         1.1         1.2   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total investment revenues (losses)

   $ 0.6       $ 0.3       $ 1.3       $ (5.2
  

 

 

    

 

 

    

 

 

    

 

 

 

 

8


Full Year

For the year ended December 31, 2015, we recorded an investment gain of $1.3 million compared to an investment loss of $5.2 million for the year ended December 31, 2014. The investment gain for 2015 primarily resulted from interest income. The investment loss for 2014 principally resulted from the sale at a loss of portfolio company investments in our previously sponsored merchant banking fund investments.

Fourth Quarter

For the fourth quarter of 2015 and 2014, we recorded investment revenues, primarily related to interest income, of $0.6 million and $0.3 million, respectively.

Expenses

Operating Expenses

Full Year

For the year ended December 31, 2015, total operating expenses were $218.3 million compared to $207.8 million in 2014. The increase of $10.5 million, or 5%, related to an increase in our non-compensation and benefits expenses, primarily as a result of the acquisition of Cogent, as described in more detail below. Our pre-tax income margin was 17% for 2015 as compared to 25% for 2014.

Fourth Quarter

Our total operating expenses for the fourth quarter of 2015 were $61.5 million compared to $52.7 million for the fourth quarter of 2014. The increase in total operating expenses of $8.8 million, or 17%, principally resulted from increases in our compensation and benefits expenses and non-compensation expenses as described in more detail below. Our pre-tax margin was 19% for the fourth quarter of 2015 as compared to 31% for the fourth quarter of 2014.

The following table sets forth information relating to our operating expenses for the three month periods and years ended December 31, 2015 and 2014, which are reported net of reimbursements of certain expenses by our clients:

 

9


     For the Three Months
Ended December 31,
    For the Year Ended
December 31,
 
     2015     2014     2015     2014  
     (in millions, unaudited)  

Employee compensation and benefits expenses

   $ 43.5      $ 37.6      $ 147.2      $ 147.6   

% of revenues

     57     49     56     54

Non-compensation expenses

     18.0        15.1        71.1        60.2   

% of revenues

     24     20     27     22

Total operating expenses

     61.5        52.7        218.3        207.8   

% of revenues

     81     69     83     75

Total income before tax

     14.2        24.0        43.3        67.5   

Pre-tax profit margin

     19     31     17     25

Compensation and Benefits Expenses

Full Year

For the year ended December 31, 2015, our employee compensation and benefits expenses remained relatively constant at $147.2 million as compared to $147.6 million for the same period in the prior year. The ratio of compensation and benefits expense to revenues increased to 56% in 2015 from 54% in 2014 as result of the spreading of a comparable amount of compensation and benefits expense over lower revenues in 2015.

Fourth Quarter

Our employee compensation and benefits expenses in the fourth quarter of 2015 were $43.5 million, which reflected a 57% ratio of compensation to revenues. This amount compared to $37.6 million for the fourth quarter of 2014, which reflected a 49% ratio of compensation to revenues. The increase in the compensation and benefits expense and related increase in the ratio of compensation expense to revenues resulted from higher compensation costs, which principally related to the addition Cogent employees, being spread over similar quarterly revenue amounts.

Our compensation expense is generally based upon revenues and can fluctuate materially in any particular period depending upon the changes in headcount, amount of revenues recognized, as well as other factors. Accordingly, the amount of compensation expense recognized in any particular period may not be indicative of compensation expense in a future period.

 

10


Non-Compensation Expenses

Full Year

For the year ended December 31, 2015, our non-compensation expenses of $71.1 million increased $10.9 million, or 18%, from $60.2 million in 2014. The increase in non-compensation expenses principally resulted from operating, borrowing and transaction costs related to the acquisition and operation of Greenhill Cogent, which we acquired on April 1, 2015, and foreign currency losses, which we do not expect to recur, related to funding our Brazilian business. With respect to the Cogent related costs, transaction expenses are non-recurring in nature, and we expect that certain other costs related to the Cogent acquisition will decline over future periods as we consolidate certain operations, amortize intangible assets and repay our borrowings, offset in part by potential charges related to the amortization of the contingent portion of the earn-out obligation. Interest expense, included within non-compensation expenses, was $2.5 million for 2015 and $1.2 million for 2014.

Non-compensation expenses as a percentage of revenues for 2015 were 27% compared to 22% for 2014. The increase in non-compensation expenses as a percentage of revenues resulted from the spreading of higher costs over lower revenues in 2015 as compared to 2014.

Fourth Quarter

Our non-compensation expenses were $18.0 million in the fourth quarter of 2015 compared to $15.1 million in the same period in 2014, representing an increase of $2.9 million, or 19%. The increase in non-compensation expenses principally resulted from operating costs related to Greenhill Cogent, an increase in professional fees, higher travel costs for business development activities, and an increase in interest expense related to the funding of the acquisition of Cogent. Interest expense, included within non-compensation expenses, was $0.7 million for the fourth quarter of 2015 and $0.3 million for the fourth quarter of 2014.

Non-compensation expenses as a percentage of revenues for the quarter ended December 31, 2015 and 2014 were 24% and 20%, respectively. Non-compensation expenses as a percentage of revenues increased in the fourth quarter of 2015 as a result of the aforementioned increases in the operating costs of Greenhill Cogent, professional fees, travel costs, and interest expense, which were spread over comparable revenues in the fourth quarters of 2015 and 2014.

Our non-compensation expenses as a percentage of revenues can vary as a result of a variety of factors including fluctuation in revenue amounts, changes in headcount, the

 

11


amount of recruiting and business development activity, the amount of office expansion, the amount of reimbursement of engagement-related expenses by clients, the amount of borrowings, interest rate and currency movements and other factors. Accordingly, the non-compensation expenses as a percentage of revenues in any particular period may not be indicative of the non-compensation expenses as a percentage of revenues in future periods.

Provision for Income Taxes

Full Year

For the year ended December 31, 2015, the provision for taxes was $17.7 million, which reflected an effective tax rate of 41%. This compared to a provision for taxes for the year ended December 31, 2014 of $24.1 million, which reflected an effective tax rate of 36%.

The decrease in the provision for income taxes of $6.4 million in the year ended December 31, 2015, as compared to 2014, resulted from a decrease in pre-tax income, offset by an increase in the effective tax rate. The increase in the effective tax rate principally resulted from the generation of greater U.S. source earnings, which are taxed at a higher rate than foreign source earnings, and certain non-deductible foreign losses.

Fourth Quarter

For the fourth quarter of 2015, the provision for income taxes was $6.3 million, which reflected an effective rate of 44%. This compared to a provision for income taxes in the fourth quarter of 2014 of $8.7 million, which reflected an effective tax rate of 36%.

The decrease in the provision for income taxes in the fourth quarter of 2015 of $2.4 million, as compared to the same period in 2014, resulted from a decrease in pre-tax income, offset by an increase in the effective tax rate. The increase in the effective tax rate principally resulted from certain non-deductible foreign losses.

The effective tax rate can fluctuate as a result of variations in the relative amounts of income earned and the tax rate imposed in the tax jurisdictions in which the Firm operates and invests. Accordingly, the effective tax rate in any particular period may not be indicative of the effective tax rate in future periods.

 

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Liquidity and Capital Resources

As of December 31, 2015, we had cash of $70.0 million, investments of $3.6 million and short-term debt of $39.8 million. To fund the purchase of Cogent in April 2015, we borrowed $45.0 million of term debt, of which $11.25 million was repaid in 2015, $11.25 million is payable in full by April 30, 2016 and the remaining $22.5 million is payable in four equal semi-annual installments beginning October 31, 2016.

During the fourth quarter of 2015, the Firm repurchased 1,123 restricted stock units from employees at the time of vesting to settle tax liabilities at an average price of $26.28 per share, for a total cost of $0.03 million. For the full year 2015, the Firm repurchased 341,235 restricted stock units from employees at the time of vesting to settle tax liabilities, in aggregate, at an average price of $34.88 per share, for a total cost of $11.9 million.

The Board of Directors of Greenhill & Co. Inc. has authorized the repurchase of up to $75 million of common stock during 2016.

Dividend

The Board of Directors of Greenhill & Co., Inc. has declared a dividend of $0.45 per share to be paid on March 16, 2016 to common stockholders of record on March 2, 2016.

Earnings Call

Greenhill will host a conference call beginning at 4:30 p.m. Eastern Time on Wednesday, January 27, 2016, accessible via telephone and the internet. Scott L. Bok, Chief Executive Officer, and Christopher T. Grubb, Chief Financial Officer, will review the Firm’s fourth quarter and full year 2015 financial results and related matters. Following the review, there will be a question and answer session.

Investors and analysts may participate in the live conference call by dialing (888) 317- 6003 (toll-free domestic) or (412) 317- 6061 (international); passcode: 0635155. Please register at least 10 minutes before the conference call begins. The conference call will also be accessible as an audio webcast through the Investor Relations section of Greenhill’s website at www.greenhill.com . There is no charge to access the call.

For those unable to listen to the live broadcast, a replay of the call will be available for one month via telephone starting approximately one hour after the call ends. The replay can be accessed at (877) 344 - 7529 (toll-free domestic) or (412) 317 - 0088 (international); passcode: 10079719.

 

 

 

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Greenhill & Co., Inc. is a leading independent investment bank focused on providing financial advice on significant mergers, acquisitions, restructurings, financings and capital raising to corporations, partnerships, institutions and governments. It acts for clients located throughout the world from its offices in New York, London, Frankfurt, Hong Kong, São Paulo, Singapore, Stockholm, Sydney, Tokyo, Toronto, Chicago, Dallas, Houston, Melbourne and San Francisco.

Cautionary Note Regarding Forward-Looking Statements

The preceding discussion should be read in conjunction with our condensed consolidated financial statements and the related notes that appear below. We have made statements in this discussion that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may”, “might”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “intend”, “predict”, “potential” or “continue”, the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks outlined under ‘‘Risk Factors’’ in our Report on Form 10-K for the fiscal year 2014 and subsequent Forms 8-K. We are under no duty and we do not undertake any obligation to update or review any of these forward-looking statements after the date on which they are made, whether as a result of new information, future developments or otherwise.

 

14


Greenhill & Co., Inc. and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)

(In thousands, except share and per share data)

 

     For the Three Months Ended
December 31,
     For the Year Ended
December 31,
 
     2015      2014      2015      2014  

Revenues

           

Advisory revenues

   $ 75,149       $ 76,341       $ 260,281       $ 280,452   

Investment revenues

     554         308         1,279         (5,218
  

 

 

    

 

 

    

 

 

    

 

 

 

Total revenues

     75,703         76,649         261,560         275,234   

Expenses

           

Employee compensation and benefits

     43,476         37,578         147,200         147,552   

Occupancy and equipment rental

     5,370         4,895         21,271         18,983   

Depreciation and amortization

     897         781         3,433         3,228   

Information services

     2,261         2,007         8,975         8,625   

Professional fees

     2,091         1,573         7,856         5,651   

Travel related expenses

     3,664         2,852         12,580         11,386   

Interest expense

     745         260         2,478         1,238   

Other operating expenses

     2,986         2,753         14,472         11,101   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total expenses

     61,490         52,699         218,265         207,764   

Income before taxes

     14,213         23,950         43,295         67,470   

Provision for taxes

     6,321         8,727         17,697         24,082   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income allocated to common stockholders

   $ 7,892       $ 15,223       $ 25,598       $ 43,388   
  

 

 

    

 

 

    

 

 

    

 

 

 

Average shares outstanding:

           

Basic

     31,441,797         30,086,601         31,197,288         30,354,227   

Diluted

     31,441,797         30,087,767         31,200,378         30,357,691   

Earnings per share:

           

Basic

   $ 0.25       $ 0.51       $ 0.82       $ 1.43   

Diluted

   $ 0.25       $ 0.51       $ 0.82       $ 1.43   

Dividends declared and paid per share

   $ 0.45       $ 0.45       $ 1.80       $ 1.80   

 

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