10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_____________________________________________________________________________________

FORM 10-Q

_____________________________________________________________________________________

(Mark one)

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2023
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                    to                     .

Commission file number 001-32147

______________________________________________________________________________________

GREENHILL & CO., INC.

(Exact Name of Registrant as Specified in its Charter)

______________________________________________________________________________________

Delaware	51-0500737
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
1271 Avenue of Americas New York, New York	10020 (ZIP Code)
(Address of Principal Executive Offices)

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

______________________________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act
Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, par value $0.01 per share	GHL	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No   ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☑    No   ☐

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):  

Large accelerated filer	¨	Accelerated filer	þ	Non-accelerated filer	¨	Smaller reporting company	☑
						Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐   No   ☑ As of April 28, 2023, there were 18,321,169 shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS

		Page
PART I.	Financial Information
1.	Financial Statements
	Condensed Consolidated Statements of Financial Condition as of March 31, 2023 (unaudited) and December 31, 2022	4
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022 (unaudited)	5
	Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2023 and 2022 (unaudited)	6
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2023 and 2022 (unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022 (unaudited)	8
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
3.	Quantitative and Qualitative Disclosures About Market Risk	27
4.	Controls and Procedures	27
PART II.	Other Information
1.	Legal Proceedings	27
1A.	Risk Factors	27
2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
3.	Defaults Upon Senior Securities	27
4.	Mine Safety Disclosures	28
5.	Other Information	28
6.	Exhibits	E-1
Signatures		1
Exhibits

2

AVAILABLE INFORMATION

Greenhill & Co., Inc. files current, annual and quarterly reports, proxy statements and other information required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the United States Securities and Exchange Commission (the “SEC”). Our SEC filings are also available to the public from the SEC’s internet site at http://www.sec.gov.

Our public internet site is http://www.greenhill.com. We make available free of charge through our internet site, via a link to the SEC’s internet site at http://www.sec.gov, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and Forms 3, 4 and 5 filed on behalf of directors and executive officers and any amendments to those reports filed or furnished pursuant to the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Also posted on our website in the “Corporate Governance” section, and available in print upon request of any stockholder to our Investor Relations Department, are the charters for our Audit Committee, Compensation Committee and Nominating & Corporate Governance Committee, our Corporate Governance Guidelines, Related Party Transaction Policy and Code of Business Conduct & Ethics governing our directors, officers and employees. The information on our website is not, and shall not be deemed to be, a part hereof or incorporated into this or any of our other filings with the SEC.

3

Part I. Financial Information

Item 1. Financial Statements

Greenhill & Co., Inc. and Subsidiaries

Condensed Consolidated Statements of Financial Condition

(in thousands except share and per share data)

	As of
	March 31		December 31,
	2023		2022
	(unaudited)
Assets
Cash and cash equivalents ($5.7 million and $6.9 million restricted from use at March 31, 2023 and December 31, 2022, respectively)	$	58,763	$	104,336
Fees receivable, net of allowance for doubtful accounts of $0.1 million and $0.1 million at March 31, 2023 and December 31, 2022, respectively	35,939		40,322
Other receivables	13,096		2,886
Property and equipment, net of accumulated depreciation of $16.5 million and $15.6 million at March 31, 2023 and December 31, 2022, respectively	27,840		27,040
Operating lease right-of-use asset	85,775		88,333
Goodwill	200,961		202,708
Deferred tax asset, net	73,207		75,196
Other assets	23,345		11,968
Total assets	$	518,926	$	552,789
Liabilities and Equity
Compensation payable	$	26,139	$	28,656
Accounts payable and accrued expenses	18,311		17,011
Current income taxes payable	12,427		12,134
Operating lease obligations	105,437		107,637
Secured term loan payable	268,285		269,633
Deferred tax liability	35,593		36,754
Total liabilities	466,192		471,825
Common stock, par value $0.01 per share; 100,000,000 shares authorized, 54,407,729 and 53,288,909 shares issued as of March 31, 2023 and December 31, 2022, respectively; 18,310,176 and 17,768,705 shares outstanding as of March 31, 2023 and December 31, 2022, respectively	544		533
Restricted stock units	38,671		48,333
Additional paid-in capital	1,024,571		1,008,797
Retained earnings	100,224		125,994
Accumulated other comprehensive income (loss)	(39,579)		(38,856)
Treasury stock, at cost, par value $0.01 per share; 36,097,553 and 35,520,204 shares as of March 31, 2023 and December 31, 2022, respectively	(1,071,697)		(1,063,837)
Stockholders’ equity	52,734		80,964
Total liabilities and equity	$	518,926	$	552,789

See accompanying notes to condensed consolidated financial statements (unaudited).

4

Greenhill & Co., Inc. and Subsidiaries

Condensed Consolidated Statements of Operations (unaudited)

(in thousands except share and per share data)

	For the Three Months Ended March 31,
	2023		2022
Revenues	$	49,678	$	45,441
Operating Expenses
Employee compensation and benefits	60,576		46,849
Occupancy and equipment rental	4,989		4,403
Depreciation and amortization	887		620
Information services	2,356		2,300
Professional fees	1,995		1,966
Travel related expenses	1,923		1,120
Other operating expenses	2,771		2,711
Total operating expenses	75,497		59,969
Total operating income (loss)	(25,819)		(14,528)
Interest expense	5,813		2,755
Income (loss) before taxes	(31,632)		(17,283)
Provision (benefit) for taxes	(8,314)		(5,177)
Net income (loss)	$	(23,318)	$	(12,106)
Average shares outstanding:
Basic	18,315,231		18,424,585
Diluted	18,315,231		18,424,585
Earnings (loss) per share:
Basic	$	(1.27)	$	(0.66)
Diluted	$	(1.27)	$	(0.66)

See accompanying notes to condensed consolidated financial statements (unaudited).

5

Greenhill & Co., Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (unaudited)

(in thousands)

	For the Three Months Ended March 31,
	2023		2022
Net income (loss)	$	(23,318)	$	(12,106)
Currency translation adjustment, net of tax	(723)		1,920
Comprehensive income (loss)	$	(24,041)	$	(10,186)

See accompanying notes to condensed consolidated financial statements (unaudited).

6

Greenhill & Co., Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited)

(in thousands, except per share data)

	Three Months Ended March 31,
	2023		2022
Common stock, par value $0.01 per share
Common stock, beginning of the period	$	533	$	506
Common stock issued	11		13
Common stock, end of the period	544		519
Restricted stock units
Restricted stock units, beginning of the period	48,333		56,495
Restricted stock units recognized, net of forfeitures	6,180		7,743
Restricted stock units delivered	(15,842)		(18,442)
Restricted stock units, end of the period	38,671		45,796
Additional paid-in capital
Additional paid-in capital, beginning of the period	1,008,797		969,719
Common stock issued	15,774		18,496
Additional paid-in capital, end of the period	1,024,571		988,215
Retained earnings
Retained earnings, beginning of the period,	125,994		132,559
Dividends	(2,452)		(2,558)
Net income (loss)	(23,318)		(12,106)
Retained earnings, end of the period	100,224		117,895
Accumulated other comprehensive income (loss)
Accumulated other comprehensive income (loss), beginning of the period	(38,856)		(30,443)
Currency translation adjustment, net of tax	(723)		1,920
Accumulated other comprehensive income (loss), end of the period	(39,579)		(28,523)
Treasury stock, at cost, par value $0.01 per share
Treasury stock, beginning of the period	(1,063,837)		(1,023,901)
Repurchased	(7,860)		(19,832)
Treasury stock, end of the period	(1,071,697)		(1,043,733)
Total stockholders’ equity	$	52,734	$	80,169

See accompanying notes to condensed consolidated financial statements (unaudited).

7

Greenhill & Co., Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (unaudited)

(in thousands)

	For the Three Months Ended March 31
	2023		2022
Operating activities:
Net income (loss)	$	(23,318)	$	(12,106)
Adjustments to reconcile net income (loss) to net cash used for operating activities:
Non-cash items included in net income (loss):
Depreciation and amortization	1,335		1,068
Restricted stock units recognized, net	6,180		7,743
Deferred taxes, net	1,066		(1,376)
Allowance for doubtful accounts	(5)		(209)
Changes in operating assets and liabilities:
Fees receivable	4,388		20,320
Other receivables and assets	(21,587)		(24,280)
Compensation payable	(2,289)		(19,325)
Accounts payable and accrued expenses	1,601		429
Current income taxes payable	293		(160)
Net cash provided (used) by operating activities	(32,336)		(27,896)
Investing activities:
Purchases of property and equipment	(1,527)		(554)
Net cash used in investing activities	(1,527)		(554)
Financing activities:
Repayment of secured term loan	(1,796)		—
Dividends paid	(2,681)		(2,433)
Purchase of treasury stock	(7,860)		(19,832)
Net cash used in financing activities	(12,337)		(22,265)
Effect of exchange rate changes	627		(605)
Net decrease in cash and cash equivalents	(45,573)		(51,320)
Cash and cash equivalents, beginning of the period	104,336		134,624
Cash and cash equivalents, end of the period	$	58,763	$	83,304
Supplemental disclosure of cash flow information:
Cash paid for interest	$	3,511	$	2,304
Cash paid for taxes, net of refunds	$	827	$	1,497

See accompanying notes to condensed consolidated financial statements (unaudited).

8

Greenhill & Co., Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

Note 1 — 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. The Company acts for clients located throughout the world from our global offices in the United States, Australia, Canada, France, Germany, Hong Kong, Japan, Singapore, Spain, 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 GmbH & Co. KG (“Greenhill Europe”) and Greenhill & Co. Australia Pty Limited (“Greenhill Australia”).

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 is engaged in investment banking activities in the United Kingdom and Europe, and is subject to regulation by the U.K. Financial Conduct Authority (“FCA”). Greenhill Europe engages in investment banking activities in Europe (other than the U.K.) and is subject to regulation by Bundesanstalt für Finanzdienstleistungsaufsicht (“Bafin”). 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”).

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.

Note 2 — 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 compensation accruals and other matters. Management believes that it has made all necessary adjustments so that the condensed consolidated financial statements are presented fairly and that the estimates used in preparing the 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, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC. The condensed consolidated financial information as of December 31, 2022 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

The Company recognizes revenue when (or as) services are transferred to clients. Revenue is recognized based on the amount of consideration that management expects to receive in exchange for these services in accordance with the terms of the contract with the client. To determine the amount and timing of revenue recognition, the Company must (1) identify the contract with the client, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the Company satisfies a performance obligation.

The Company generally recognizes revenues for mergers and acquisitions engagements at the earlier of the announcement date or transaction date, as the performance obligation is typically satisfied at such time. Upfront fees and certain retainer fees are generally deferred until the announcement or transaction date as they are considered constrained (subject to significant reversal) prior to the announcement or transaction date. Fairness opinion fees are recognized when the opinion is delivered.

9

The Company recognizes revenues for financing advisory and restructuring engagements as the services are provided to the client, based on the terms of the engagement letter. In such arrangements, the Company’s performance obligations are to provide financial and strategic advice throughout an engagement.

The Company recognizes revenues for private capital advisory fees when (1) the commitment of capital is secured (primary capital raising transactions) or the sale or transfer of the capital interest occurs (secondary market transactions) and (2) the fees are earned from the client in accordance with terms of the engagement letter. Upfront fees and certain retainer fees are deferred until the commitment is secured or the sale or transfer of the capital interest occurs, as the fees are considered constrained (subject to significant reversal) prior to such time.

As a result of the deferral of certain fees, deferred revenue (also known as contract liabilities) was $9.9 million and $9.0 million as of March 31, 2023 and December 31, 2022, respectively. Deferred revenue is included in accounts payable and accrued expenses in the condensed consolidated statements of financial condition. During the three months ended March 31, 2023 and March 31, 2022, the Company recognized $2.7 million and $0.4 million of revenues, respectively, that were included in the deferred revenue (contract liabilities) balance at the beginning of each respective period.

The Company’s clients reimburse certain expenses incurred by the Company in the conduct of advisory engagements. Client reimbursements totaled $1.1 million and $0.4 million for the three months ended March 31, 2023 and 2022, respectively. Such reimbursements are reported as revenues and operating expenses with no impact to operating income.

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 an original maturity date of three months or less, when purchased, to be cash equivalents. Cash equivalents primarily consist of money market funds and other short-term highly liquid investments with original maturities of three months or less and are carried at cost, plus accrued interest, which approximates the fair value due to the short-term nature of these investments.

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”.

Fees Receivable

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 recorded a net reversal of bad debt expense of less than $0.1 million and net reversal of bad debt expense of $0.2 million in the three months ended March 31, 2023 and 2022, respectively.

Included in the fees receivable balances at March 31, 2023 and December 31, 2022 were $4.3 million and $4.1 million, respectively, of long term receivables related to primary capital advisory engagements which are generally paid in installments over a period of three years.

Credit risk related to fees receivable is dispersed 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 the acquisition date. The Company tests its goodwill for impairment at least annually or more frequently where certain events or changes in circumstances indicate that goodwill may more likely than not be impaired. An impairment loss is triggered if the estimated fair value of an operating unit is less than the 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 (loss) in the condensed consolidated statements of changes in stockholders’ equity.

10

Compensation Payable

Included in compensation payable are discretionary compensation awards comprised of accrued cash bonuses and long-term incentive compensation, consisting of deferred cash retention awards, which are non-interest bearing, and generally amortized ratably over a three to five-year service period after the date of grant.

Restricted Stock Units

The Company accounts for its share-based compensation payments by recording the fair value of restricted stock units (RSUs) granted to employees as compensation expense. The restricted stock units are generally amortized ratably over a three to four-year service period following the date of grant. Compensation expense is determined based upon the fair value of the Company’s common stock at the date of grant. In certain circumstances the Company issues share-based compensation, which is contingent on achievement of certain performance targets. Compensation expense for performance-based awards begins at the time it is deemed probable that the performance target will be achieved and is amortized into expense over the remaining service period. The Company includes a forfeiture estimate in the aggregate compensation cost to be amortized.

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 eligible for such payment 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 by the weighted average number of shares outstanding for the period. The Company calculates diluted EPS by dividing net income by the sum of (i) the weighted average number of shares outstanding for the period and (ii) the dilutive effect of the common stock deliverable pursuant to restricted stock units for which future service is required as calculated using the treasury stock method. See “Note 7 — 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.

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.

The realization of deferred tax assets arising from timing differences and net operating losses requires taxable income in future years in order to deduct the reversing timing differences and absorb the net operating losses. We assess positive and negative evidence in determining whether to record a valuation allowance with respect to deferred tax assets. This assessment is performed separately for each taxing jurisdiction.

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 operations in other operating expenses.

11

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 4 — Fair Value of Financial Instruments”.

Leases

The Company leases office space for its operations around the globe. Certain leases include options to renew, which can be exercised at the Company’s sole discretion. The Company determines if a contract contains a lease at contract inception. Operating lease assets represent the Company’s right to use the underlying asset and operating lease liabilities represent the Company’s obligation to make lease payments. Operating lease assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. When determining the lease term, the Company generally does not include options to renew as it is not reasonably certain at contract inception that the Company will exercise the option(s). The Company uses the implicit rate when readily determinable and its incremental borrowing rate when the implicit rate is not readily determinable. The Company’s incremental borrowing rate is determined using its secured borrowing rate and giving consideration to the currency and term of the associated lease as appropriate.

The lease payments used to determine the Company’s operating lease assets may include lease incentives, stated rent increases and escalation clauses linked to rates of inflation when determinable and are recognized in operating lease assets in the condensed consolidated statement of financial condition. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The straight-lining of rent expense results in differences in the operating lease right-of-use asset and operating lease obligations on the condensed consolidated statement of financial condition. Temporary differences are recognized for tax purposes and reflected separately in the condensed consolidated statement of financial condition as deferred lease assets and lease liabilities within deferred tax assets and deferred tax liabilities.

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:

Equipment – 5 years

Furniture and fixtures – 7 years

Leasehold improvements – the lesser of 15 years or the remaining lease term

12

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 private capital advisory services.

Note 3 — 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,
	2023		2022
	(in thousands)
	(unaudited)
Cash	$	38,548	$	49,789
Cash equivalents	14,543		47,609
Restricted cash - letters of credit	5,672		6,938
Total cash and cash equivalents	$	58,763	$	104,336

The Company's standby letter of credit for its New York headquarters' location was reduced to $4.7 million during the first quarter 2023 from $5.9 million as of December 31, 2022. The standby letter of credit may be further reduced periodically under certain circumstances to approximately $3.5 million.

The carrying value of the Company’s cash equivalents approximates fair value. See “Note 4 — Fair Value of Financial Instruments”.

Letters of credit are secured by cash held on deposit.

Note 4 — Fair Value of Financial Instruments

Assets and liabilities are classified in their entirety based on their lowest level of input that is significant to the fair value measurement. As of March 31, 2023 and December 31, 2022, the Company had Level 1 assets measured at fair value.

Assets 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 March 31, 2023

	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, 2023
	(in thousands, unaudited)
Assets
Cash equivalents	$	14,543	$	—	$	—	$	14,543
Total	$	14,543	$	—	$	—	$	14,543

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Assets Measured at Fair Value on a Recurring Basis as of December 31, 2022

	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, 2022
	(in thousands)
Assets
Cash equivalents	$	47,609	$	—	$	—	$	47,609
Total	$	47,609	$	—	$	—	$	47,609

Note 5 — Loan Facilities

In April 2019, the Company refinanced borrowings made under its 2017 recapitalization plan with borrowings of $375.0 million from a new five-year secured term loan facility (“Term Loan Facility”) which matures on April 12, 2024. Borrowings under the Term Loan Facility bear interest at either U.S. Prime plus 2.25% or LIBOR plus 3.25% at our option and had weighted average interest rates of 7.9% and 3.4% for the three months ended March 31, 2023 and 2022, respectively.

The Term Loan Facility requires quarterly principal amortization payments of $4.7 million (or $18.8 million annually), from September 30, 2019 through March 31, 2024. As of March 31, 2023, the Company has repaid in advance all required quarterly amortization payments of the Term Loan Facility and no further amortization payments are due prior to maturity. In addition to required amortization payments, the Company may be required to make annual repayments of principal on the Term Loan Facility within ninety days of year-end of up to 50% of its annual excess cash flow as defined in the credit agreement based on a calculation of net leverage. In March 2023, the Company made a required excess cash payment of $1.8 million related to 2022. The Term Loan Facility also permits voluntary principal payments to be made in advance without penalty.

The Term Loan Facility is guaranteed by the Company’s existing and subsequently acquired or organized wholly-owned U.S. restricted subsidiaries (excluding any registered broker-dealers) and secured with a first priority perfected security interest in certain domestic assets and 100% of the capital stock of each U.S. subsidiary and 65% of the capital stock of each non-U.S. subsidiary, subject to certain exclusions. The credit facility contains certain covenants that limit the Company’s ability above certain permitted amounts to incur additional indebtedness, make certain acquisitions, pay dividends and repurchase shares. The Term Loan Facility does not have financial covenants but is subject to certain other non-financial covenants. At March 31, 2023, the Company was compliant with all loan covenants.

As of March 31, 2023, the Term Loan Facility had a principal balance of $270.1 million and its carrying value was $268.3 million. Deferred financing costs of $9.0 million are being amortized into interest expense over the remaining life of the obligation and recorded as a reduction in the carrying value of the Term Loan Facility in the condensed consolidated statement of financial condition. The Company incurred incremental interest expense of $0.4 million related to the amortization of deferred financing costs for each of the three months ended March 31, 2023 and 2022. At March 31, 2023, the fair value of the Term Loan Facility was approximately 97.0% of its outstanding principal balance. Since the borrowing is not accounted for at fair value, the fair value is not included in the Company’s fair value hierarchy in “Note 4 - Fair Value of Financial Instruments,” however, had the borrowing been included, it would have been classified in Level 2.

Note 6 — Equity

Total dividend payments of $0.10 per share were paid to common stockholders for each of the three months ended March 31, 2023 and 2022. In addition, dividend equivalent payments of $0.6 million and $0.7 million were paid to or accrued for holders of restricted stock units for the three months ended March 31, 2023 and 2022, respectively.

During the three months ended March 31, 2023, the Company repurchased 69,112 common shares through open market transactions at an average price of $11.88, for a total cost of $0.8 million. Additionally, during the three months ended March 31, 2023, 1,109,308 restricted stock units vested and were settled in shares of common stock of which the Company is deemed to have repurchased 508,237 shares at an average price of $13.85 per share for a total cost of $7.0 million 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, 2022, the Company repurchased 481,674 common shares through open market transactions at an average price of $18.57, for a total cost of $8.9 million. Additionally, during the three months ended March 31, 2022, 1,274,458 restricted stock units vested and were settled in shares of common stock, of which the Company is deemed to have repurchased 581,011 shares at an average price of $18.74 per share for a total cost of $10.9 million in

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conjunction with the payment of tax liabilities in respect of stock delivered to its employees in settlement of restricted stock units.

Note 7 — Earnings per Share

The computations of basic and diluted EPS are set forth below:

	For the Three Months Ended March 31,
	2023			2022
	(in thousands, except per share amounts, unaudited)
Numerator for basic and diluted EPS — net income (loss)	$	(23,318)		$	(12,106)
Denominator for basic EPS — weighted average number of shares	18,315			18,425
Add — dilutive effect of:
Restricted stock units	—			—
Denominator for diluted EPS — weighted average number of shares and dilutive securities	18,315		(1)	18,425		(1)
Earnings (loss) per share:
Basic EPS	$	(1.27)		$	(0.66)
Diluted EPS	$	(1.27)		$	(0.66)

____________________

(1) Excludes 3,313,463 and 4,892,222 unamortized restricted stock units that were antidilutive for the three months ended March 31, 2023, and March 31, 2022, respectively, and thus were not included in the above calculation. The incremental shares that could be included in the diluted EPS calculation in future periods will vary based on a variety of factors, including the future share price and the amount of unrecognized compensation cost. The incremental shares included, if any, would be less than the number of outstanding restricted stock units.

The activity related to the restricted stock units is set forth below:

	Restricted Stock Units Outstanding
	2023			2022
	Units	Grant Date Weighted Average Fair Value		Units	Grant Date Weighted Average Fair Value
Outstanding, January 1,	6,589,995	$	13.80	7,799,509	$	13.78
Granted	2,165,418	10.11		1,802,436	16.11
Delivered	(1,156,209)	14.12		(1,308,989)	14.56
Forfeited	(20,644)	14.03		(3,358)	14.89
Outstanding, March 31,	7,578,560	$	12.69	8,289,598	$	14.07

As part of the annual award vesting program, on April 1, 2023 and 2022, 916,114 and 454,060 restricted stock units, respectively, vested and will be/were delivered within 75 days of the vesting date.

Note 8 — Income Taxes

The Company is subject to U.S. federal, state and local, as well as foreign, corporate income taxes and its effective tax rate may vary depending on the jurisdiction in which the income is earned.

The Company is required to record a charge or benefit in its income tax provision for the tax effect of the difference between the grant date value of restricted stock units and the market value of such awards at the time of vesting. The grant price value approximated the market value for awards vesting during the three months ended March 31, 2023, and as a result there was no benefit or charge recognized. The provision for income taxes for the three months ended March 31, 2022 includes a net benefit of $1.1 million related to the tax effect of the vesting of restricted stock units at a market value greater than their grant price.

Based on the Company’s historical taxable income and its expectation for taxable income in the future, management expects that its largest 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 future taxable income.

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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 (loss), net of tax, in the condensed consolidated statements of changes in stockholders’ equity and the condensed consolidated statements of comprehensive income.

The income tax laws in the jurisdictions in which the Company operates are complex, and the manner in which they apply to the taxpayer’s facts is sometimes open to interpretation. Management must make judgments in assessing the likelihood that a tax position will be sustained upon examination by the taxing authorities based on the technical merits of the tax position. In the normal course of business, the Company may be under audit in one or more of its jurisdictions in an open tax year for that particular jurisdiction. As of March 31, 2023, the Company does not expect any material changes in its tax provision related to any current or future audits.

Note 9 — Leases

The Company leases office space for its operations around the globe. All of the Company’s leases are operating leases and have remaining lease terms ranging from less than 1 year to 13 years.

The undiscounted aggregate minimum future rental payments are as follows:

	As of
	March 31,		December 31,
	2023		2022
	(in thousands)
	(unaudited)
2023 (remainder)	$	8,516	$	12,348
2024	12,720		12,732
2025	14,054		14,006
2026	12,269		12,200
2027	12,339		12,270
Thereafter	78,681		78,386
Total lease payments	$	138,579	$	141,942
Plus: tenant incentive allowance utilized to finance leasehold improvements	9,634		9,819
Less: Interest	(42,776)		(44,124)
Present value of operating lease liabilities	$	105,437	$	107,637

The weighted average remaining lease term and weighted average discount rate of our operating leases are as follows:

	As of
	March 31,		December 31,
	2023		2022
	(unaudited)
Weighted average remaining lease term in years	10.7		10.8
Weighted average discount rate	6.9	%	6.9	%

Note 10 — Regulatory Requirements

Certain subsidiaries of the Company are subject to various regulatory requirements in the United States, United Kingdom, Germany, 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, 2023, G&Co’s net capital was $6.1 million, which exceeded its requirement by $5.7 million. G&Co’s aggregate indebtedness to net capital ratio was 1 to 1 at March 31, 2023. Certain distributions and other capital withdrawals of G&Co are subject to certain notifications and restrictive provisions of the Rule.

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At March 31, 2023, GCI is subject to capital requirements of the FCA. Greenhill Europe is subject to capital requirements of Bafin. Greenhill Australia is subject to capital requirements of the ASIC. We are also subject to certain capital regulatory requirements in other jurisdictions. As of March 31, 2023, GCI, Greenhill Europe, Greenhill Australia, and our other regulated operations were in compliance with local capital adequacy requirements.

Note 11 — Subsequent Events

The Company evaluates subsequent events through the date on which the financial statements are issued.

On May 3, 2023, the Board of Directors of the Company declared a quarterly dividend of $0.10 per share. The dividend will be payable on June 21, 2023 to the common stockholders of record on June 7, 2023.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

In this Management’s Discussion and Analysis of Financial Condition and Results of Operations, “Greenhill”, “we”, “our”, “Firm” and “us” refer to Greenhill & Co., Inc.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, the risk factors in item 1A of this Quarterly Report on Form 10-Q and subsequent Current Reports on Form 8-K.

Cautionary Statement Concerning Forward-Looking Statements

The following discussion should be read in conjunction with our condensed consolidated financial statements and the related notes that appear elsewhere in this report. 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”, “could”, “expect”, “plan”, “outlook”, “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 current views and projections of our operations and future financial performance, 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. These factors include, among other things, uncertainties associated with economic and geopolitical events. You should consider the various risks outlined under “Risk Factors” in our 2022 Annual Report on Form 10-K and this Quarterly Report on Form 10-Q.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot give assurances that these expectations will be achieved, nor can we guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update or review any of these forward-looking statements after the date of this filing to conform our prior statements to actual results or revised expectations, whether as a result of new information, future developments or otherwise.

Overview

Greenhill is a leading independent investment bank that provides financial and strategic advice on significant domestic and cross-border mergers and acquisitions, divestitures, restructurings, financings, capital raising and other transactions to a diverse client base, including corporations, partnerships, private equity sponsors, institutional investors, family offices and governments globally. We serve as a trusted advisor to our clients throughout the world on a collaborative, globally integrated basis from our offices in the United States, Australia, Canada, France, Germany, Hong Kong, Japan, Singapore, Spain, Sweden, and the United Kingdom.

We were established in 1996 by Robert F. Greenhill, the former President of Morgan Stanley and former Chairman and Chief Executive Officer of Smith Barney. Since our founding, Greenhill has grown significantly, by recruiting talented managing directors and other senior professionals, acquiring complementary advisory businesses and training, developing and promoting professionals internally. We have expanded beyond merger and acquisition advisory services to include financing, restructuring, and private capital advisory services, and we have expanded the breadth of our sector expertise to cover substantially all major industries. Since the opening of our original office in New York, we have expanded globally to 15 offices across four continents.

Over our 27 years as an independent investment banking firm, we have sought to opportunistically recruit new managing directors with a range of industry and transaction specialties, as well as high-level corporate and other relationships, from major investment banks, independent financial advisory firms and other institutions. We also have sought to expand our geographic reach both through recruiting managing directors in new locations and through strategic acquisitions. Through our recruiting and acquisition activity, we have significantly increased our geographic reach by adding offices in the United States, United Kingdom, Germany, Canada, Japan, Australia, Sweden, Hong Kong, Spain, Singapore and France.

During 2023, we have recruited 2 additional client facing managing directors. With these recruits we have expanded our teams focused on the technology sector and financing advisory and restructuring. In addition, as previously announced effective January 1, 2023, as part of our annual evaluation and promotion process we named 4 new client facing Managing Directors. We have many active recruiting dialogues in progress and continue to see opportunities to grow senior banker headcount. As of April 28, 2023, we had 78 client facing managing directors including those whose recruitment we have announced to date.

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Business Environment and Outlook /Factors Affecting Our Results

Global and Regional Transaction Activity. Economic conditions and global financial markets can materially affect our financial performance. We are solely an advisory firm and our revenues are derived from fees we earn on advisory services related to M&A, financing advisory and restructuring, and private capital advisory transactions.

In the first three months of 2023, global transaction activity was slower than usual due volatile markets, difficult credit conditions and economic uncertainty. While our firm is of a size where our revenues are not necessarily closely tied to the ups and downs of global markets, for the first quarter of 2023 our transaction activity was also relatively slow although we recognized a modest increase in revenue over the first quarter of 2022. Despite a very challenging operating environment, we are encouraged by the level of engagement we are seeing, particularly with regard to M&A interest from our corporate clients. Accordingly, based on our current dialogues and engagement activity, we expect our year to date revenue improvement to grow significantly in the second quarter leading to our best first half revenues in the recent years.

Although it is difficult early in the year to predict our full year business performance with much certainty, based on our early results and our current pipeline, on a regional basis we expect strong performances in Australia, Canada and Spain, as well as improved performances in the U.S. and U.K. By sector, industrials is our largest focus area, and we expect that should be a productive area this year. Additionally, activity levels are high for us in the mining and energy sectors, including newer green energy technologies, and in healthcare and consumer. By type of advice, we see the most opportunity in corporate M&A. Relative to most of our competitors, we expect to benefit in the current market from having less of a reliance on financial sponsors than most. We are also seeing restructuring activity accelerate from last year’s slow pace, when credit conditions were favorable for most of the year. While we do not expect anything like the 2020 pandemic period boom in restructurings, we believe we could be at the beginning of a longer period of robust restructuring activity because of the current economic circumstances than was the case in the brief pandemic era restructuring boom. Our capital advisory team continues to take on attractive new fund placement projects amid what is a challenging fund raising environment and should generate increased revenue as the year goes on.

Notwithstanding that financial sponsors are not a particularly large portion of the M&A market at the moment given challenging credit market conditions, winning more business from this client group continues, which has enormous dry powder to be deployed once market conditions have stabilized, continues to be our central strategic initiative for the future growth of our business. We believe our industry sector expertise, our cross border capabilities and our ability to access public companies are all advantages as we work to build this business.

Globally, the number and volume of announced transactions decreased by 14% and 43%, respectively, in the three months ended March 31, 2023 versus the same period in the prior year. The number and volume of completed transactions globally decreased by 15% and 49%, respectively, in the same period.

We believe our business performance is best measured over longer periods of time, as we generally experience significant variations in revenues and profits from quarter to quarter. These variations can generally be attributed to the fact that our revenues are typically earned in large amounts upon the successful completion of a transaction or restructuring, the timing of which is uncertain and is not subject to our control. Accordingly, revenues, operating income and net income in any period may not be indicative of full year results or the results of any other period and may vary significantly from year to year and quarter to quarter.

Competition. We operate in a highly competitive environment where there are no long-term contracted sources of revenue. Each revenue-generating engagement is separately awarded and negotiated. Our list of clients with whom there are active engagements changes continually. To develop new client relationships, and to develop new engagements from historic client relationships, we maintain, on an ongoing basis, active business dialogues with a large number of clients and potential clients. We gain new clients each year through our business development initiatives, through recruiting additional senior investment banking professionals who bring with them client relationships and expertise in certain industry sectors or geographies, and through referrals from members of boards of directors, attorneys and other parties with whom we have relationships. At the same time, we lose clients each year as a result of the sale or merger of a client, bankruptcy, a change in a client’s senior management team, turnover of our senior banking professionals, competition from other investment banks and other similar reasons.

1 Excludes transactions less than $100,000 and withdrawn/canceled deals. Source: Thomson Financial as of April 25, 2023.

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Results of Operations

Revenues

Our revenues are derived from both corporate advisory services related to M&A, financings and restructurings, and private capital advisory services related to sales or capital raises pertaining to alternative assets. A majority of our revenue is contingent upon the closing of a merger, acquisition, financing, restructuring, or other advisory transaction. While fees payable upon the successful conclusion of a transaction generally represent the largest portion of our corporate advisory fees, we also earn other fees, including on-going retainer fees, substantially all of which relate to non-success-based strategic advisory, financing advisory and restructuring assignments, and fees payable upon the commencement of an engagement or upon the achievement of certain milestones such as the announcement of a transaction or the rendering of a fairness opinion. Additionally, we generate private capital advisory revenues from sales of alternative assets in the secondary market and from capital raises where we act as private placement agents.

Revenues were $49.7 million in the first quarter of 2023 compared to $45.4 million in the first quarter of 2022, an increase of $4.3 million, or 9%. The increase principally resulted from a higher level of fees from financing advisory and restructuring retainers.

We generally experience significant variations in revenues during each quarterly period. These variations can generally be attributed to the fact that a majority of our revenues is usually earned in large amounts throughout the year upon the successful completion of transactions, the timing of which are uncertain and are not subject to our control. Accordingly, the revenues earned in any particular period may not be indicative of revenues earned in future periods.

Operating Expenses

We classify operating expenses as employee compensation and benefits expenses and non-compensation operating expenses. Non-compensation operating expenses include the costs for occupancy and equipment rental, communications, information services, professional fees, recruiting, travel and entertainment, insurance, depreciation and amortization, and other operating expenses.

Our total operating expenses for the first quarter of 2023 were $75.5 million, which compared to $60.0 million of total operating expenses for the first quarter of 2022. The increase in total operating expenses of $15.5 million resulted from increases in both our compensation and benefits expenses and our non-compensation operating expenses, each as described in more detail below.

The following table sets forth information relating to our operating expenses.

	For the Three Months Ended March 31,
	2023		2022
	(in millions, unaudited)
Employee compensation and benefits expenses	$60.6		$46.8
% of revenues	122	%	103	%
Non-compensation operating expenses	14.9		13.1
% of revenues	30	%	29	%
Total operating expenses	75.5		60.0
% of revenues	152	%	132	%
Total operating income (loss)	(25.8)		(14.5)
Operating profit margin	NM		NM

Compensation and Benefits Expenses

The largest component of our operating expenses is employee compensation and benefits expenses, which we determine annually based on a percentage of revenues. The actual percentage of revenues, which we refer to as our compensation ratio, is determined by management in consultation with the Compensation Committee at each year end and is based on factors such as the relative level of revenues, anticipated compensation requirements to retain and reward our employees, the cost to recruit and exit employees, the charge for amortization of restricted stock and deferred cash compensation awards and related forfeitures, among others.

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Our employee compensation and benefits expenses were $60.6 million in the first quarter of 2023 as compared to $46.8 million for the first quarter of 2022. The increase in expense of $13.8 million, or 29%, was largely a result of the timing of an accounting charge for incentive compensation. The ratios of compensation to revenues for the first quarters of 2023 and 2022 were elevated due to lower than average revenues.

Our compensation expense is generally based upon revenues and can fluctuate materially in any particular period depending upon 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 future periods.

Non-Compensation Operating Expenses

Our non-compensation operating expenses such as occupancy, depreciation, and information services are relatively fixed year to year although they may vary depending upon changes in headcount, geographic locations and other factors. Other expenses such as travel, professional fees and other operating expenses vary dependent on the level of business development, recruitment, foreign currency movements and the amount of reimbursable client expenses, which are reported in full in both our revenues and our operating expenses. It is management's objective to maintain comparable non-compensation costs year over year for each jurisdiction in which we operate. We monitor costs based on actual costs incurred in prior periods and on headcount and seek to gain operating efficiencies when possible.

For the three months ended March 31, 2023, our non-compensation operating expenses of $14.9 million increased $1.8 million, or 14%, as compared to $13.1 million in the same period in 2022. The increase principally resulted from higher travel and entertainment expenses, which we believe have normalized from the low pandemic level, as well as incremental costs related to our relocation to new space in London.

Non-compensation expenses as a percentage of revenues for the three months ended March 31, 2023 were 30% compared to 29% for the same period in 2022.

Our non-compensation operating expenses can vary as a result of a variety of factors such as changes in headcount, the amount of recruiting and business development activity, the amount of office expansion, the amount of client reimbursed expenses, the impact of currency movements and other factors. Accordingly, the non-compensation operating expenses in any particular period may not be indicative of the non-compensation operating expenses in future periods.

Interest Expense

For the three months ended March 31, 2023, we incurred interest expense of $5.8 million as compared to $2.8 million for the same period in 2022. The increase of $3.0 million related to significantly higher market borrowing rates in the first quarter of 2023 compared to the same period in 2022.

The rate of interest on our borrowing is based on LIBOR and can vary from period to period. Accordingly, the amount of interest expense in any particular period may not be indicative of the amount of interest expense in future periods. There can be no certainty that our borrowing rate will not increase in future periods as a result of the transition from LIBOR to SOFR or another alternative rate.

Provision for Income Taxes

For the three months ended March 31, 2023, we recognized an income tax benefit of $8.3 million as compared to an income tax benefit for the three months ended March 31, 2022 of $5.2 million. The tax benefit recognized in the first quarter of 2023 increased as compared to the same period in 2022 as a result of a higher pre-tax loss.

The effective tax rate can fluctuate as a result of variations in the amount of income earned and the tax rate imposed in the tax jurisdictions in which we operate. Accordingly, the effective tax rate in any particular period may not be indicative of the effective tax rate in future periods.

Liquidity and Capital Resources

Our liquidity position, which consists of cash and cash equivalents, other significant working capital assets and liabilities, debt and other matters relating to liquidity requirements and current market conditions, is monitored by management on a regular basis. We retain our cash in financial institutions with high credit ratings and/or invest in short-term investments that are expected to provide liquidity and as permitted under our credit facility. It is our objective to retain a global cash balance adequate to service our forecast operating and financing needs. At March 31, 2023, we had cash and cash equivalents of $58.8 million.

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We generate substantially all of our cash from advisory fees. Since we are solely a financial advisory services firm and we do not underwrite, trade securities, lend or have asset management services, we do not need to retain a significant amount of regulatory capital. Our cash needs thus are primarily a function of working capital requirements. We use our cash primarily for recurring operating expenses, the repayment and service of our debt, the repurchase of our common shares and other capital needs. Our recurring monthly operating disbursements principally consist of base compensation expense, occupancy, travel and entertainment, and other operating expenses. In addition, we generally make interest payments on our debt on a monthly basis. Our recurring quarterly and annual disbursements consist of cash bonus payments, tax payments, debt service payments, dividend payments, and repurchases of our common stock from our employees in conjunction with the payment of tax liabilities incurred on vesting of restricted stock units. These amounts vary depending upon our profitability and other factors.

Because a portion of the compensation we pay to our employees is distributed in annual cash bonus awards (usually in the first quarter of each year), our net cash balance is typically at its lowest level during the first quarter of each year and generally accumulates from our operating activities throughout the remainder of the year. Our current liabilities primarily consist of accounts payable, which are generally paid monthly, accrued compensation, which includes accrued cash bonuses that are generally paid in the first quarter of the following year to the large majority of our employees, and current taxes payable. Our current assets include accounts receivable, which we generally collect within 60 days, except for fees generated through our primary capital advisory engagements, which are generally paid in installments over a period of three years, and certain restructuring transactions, where collections may take longer due to court-ordered holdbacks. At March 31, 2023, we had fees receivable of $35.9 million including long-term receivables related to our primary capital advisory engagements of $4.3 million.

In 2017, we announced a leveraged recapitalization to put in place a capital structure designed to enhance long term shareholder value. In 2019, we refinanced the credit facility that was put in place at the time of the recapitalization and entered into a new $375.0 million five-year term loan B facility (“TLB”).

Borrowings under the TLB bear interest at either the U.S. Prime Rate plus 2.25% or LIBOR plus 3.25% at our option. Our borrowing rates in the three month period ended March 31, 2023 ranged from 7.6% to 8.2%. The FCA, which regulates LIBOR, has announced that it will not compel panel banks to contribute to LIBOR after 2021. In November 2020, the ICE Benchmark Administration Limited announced a plan to extend the date as of which most U.S. LIBOR values would cease being computed from December 31, 2021 to June 30, 2023. On July 29, 2021, the Alternative Reference Rates Committee announced that it is formally recommending the forward-looking Secured Overnight Financing Rate (“SOFR”) term rate. Our credit agreement includes alternative rate fallback provisions, which provides for use of a broadly accepted market convention to replace LIBOR as the rate of interest. We are currently in the process of completing the documentation to convert to a SOFR term rate based facility prior to June 30, 2023. There can be no assurance the LIBOR phase out will not increase our cost of capital.

The TLB requires quarterly principal amortization payments of $4.7 million from September 30, 2019 through March 31, 2024, with the remaining balance due at maturity on April 12, 2024. The TLB permits voluntary principal payments to be made in advance without penalty and such payments are applied to the next successive quarterly installments. As a result of voluntary advance payments made in 2020 and 2021 we have repaid all required quarterly principal amortization payments due in advance of maturity. In addition to quarterly amortization payments, the Company may be required to make annual repayments of principal on the TLB within ninety days of year-end of up to 50% of its annual excess cash flow as defined in the credit agreement based on a calculation of net leverage. In March 2023, the Company made a required excess cash payment of $1.8 million related to 2022. As of April 28, 2023, the remaining outstanding principal balance is $270.1 million and is due at maturity. Subject to the terms of the credit agreement, we may also be required to repay certain amounts in advance of maturity in connection with an annual excess cash flow calculation, the non-ordinary course sale of assets, receipt of insurance proceeds, and the issuance of debt obligations, subject to certain exceptions.

The TLB is guaranteed by our existing and subsequently acquired or organized wholly-owned U.S. restricted subsidiaries (excluding any registered broker-dealers) and secured with a first priority perfected security interest in certain domestic assets, 100% of the capital stock of each U.S. subsidiary and 65% of the capital stock of each non-U.S. subsidiary, subject to certain exclusions. The credit facility contains certain covenants that limit our ability above certain permitted amounts to incur additional indebtedness, make certain acquisitions, pay dividends and repurchase shares. The TLB does not have financial covenants, however, we are subject to certain non-financial covenants such as repayment obligations, restricted payment limitations, financial reporting requirements and others. Our failure to comply with the terms of these covenants may adversely affect our operations and could permit lenders to accelerate the maturity of the debt and to foreclose upon any collateral securing the debt. At March 31, 2023, we were compliant with all loan covenants under the credit agreement and we expect to continue to be compliant with all loan covenants in future periods.

With the maturity of the TLB in April 2024, we intend to seek to refinance or extend the loan facility in the relatively near term at such time as we believe market conditions are optimal to do so. While we will seek comparable terms to our existing loan facility, there can be no assurance that we will be able to refinance or extend the facility or obtain comparable terms.

22

Since we announced our recapitalization in 2017, we have used the majority of the TLB borrowing proceeds along with a portion of our excess cash flow over the past several years to repurchase shares of our common stock through open market purchases (including pursuant to 10b5-1 plans) and tender offers. For the year to date period ended April 30, 2023, we have repurchased in the open market 69,112 shares of our common stock for $0.8 million and we are deemed to have repurchased 508,237 shares of common stock equivalents from employees at the time of vesting of RSUs to settle withholding tax liabilities for $7.0 million.

For the period beginning February 1, 2023 through January 31, 2024 our Board of Directors has authorized $30.0 million in purchases of common stock and common stock equivalents (via tax withholding on vesting of restricted stock units). As of April 30, 2023, we had $22.7 million remaining and authorized for repurchase through January 2024. Future share repurchases are subject to market conditions and other factors, such as our results of operations, financial position and capital requirements, general business conditions, legal, tax and regulatory constraints or restrictions, any contractual restrictions and other factors deemed relevant. There can be no assurances of the price at which we may be able to repurchase our shares or that we will repurchase the full amount authorized for the period ending January 31, 2024 or the amount authorized in any future period.

In January 2023, our Board of Directors declared a quarterly dividend payment of $0.10 per share payable on March 22, 2023. In May 2023, the Board also declared a quarterly dividend payment of $0.10 per share, which will be payable on June 21, 2023.

Future authorizations to repurchase our common stock and to pay dividends on our common stock are at the discretion of our Board of Directors and depend upon, among other things, general financial conditions, capital requirements and surplus, cash flows, debt service obligations, our recent and expected future operations and earnings, legal and contractual restrictions and other factors as the Board of Directors may deem relevant. Further, under our credit agreement, we are restricted in the amount of cash we may use to repurchase our common stock and common stock equivalents and/or to make dividend distributions. Going forward, we intend to apply our available cash flow primarily to deleveraging, while also maintaining our dividend and making repurchases of our common shares and common share equivalents as and when appropriate.

As part of our long term incentive award program, we may award restricted stock units to managing directors and other employees at the time of hire and/or as part of annual compensation. Awards of restricted stock units generally vest over a three to four-year service period, subject to continued employment on the vesting date. Each restricted stock unit represents the holder’s right to receive one share of our common stock (or at our election, a cash payment equal to the fair value thereof) on the vesting date. Under the terms of our equity incentive plan, we generally repurchase from our employees that portion of restricted stock unit awards used to fund income tax withholding due at the time the restricted stock unit awards vest and pay the remainder of the award in shares of our common stock. Based upon the number of restricted stock unit grants outstanding at April 28, 2023, we estimate repurchases of our common stock from our employees in conjunction with the cash settlement of tax liabilities incurred on vesting of restricted stock units of approximately $23.4 million (as calculated based upon the closing share price as of April 28, 2023 of $7.10 per share and assuming a withholding tax rate of 46% consistent with our recent experience) over the next four years, of which an additional $3.1 million remains payable in 2023, $6.5 million will be payable in 2024, $6.7 million will be payable in 2025, $4.8 million will be payable in 2026, and $2.3 million will be payable in 2027. We will realize a corporate income tax deduction concurrently with the vesting of the restricted stock units. While we expect to fund future repurchases of our common stock equivalents (if any) with operating cash flow, we are unable to predict the price of our common stock, and as a result, the timing or magnitude of our share repurchases may be greater or less than the amounts calculated above. Our credit agreement limits the amount we may use for common stock and common stock equivalent share repurchases. To the extent future repurchases are expected to exceed the amount permitted under the credit agreement, we may seek to modify the credit agreement to increase the amount or seek other means to settle the withholding tax liability incurred on the vesting of the restricted stock units.

Also, as part of our long-term incentive award program, we may award deferred cash compensation to managing directors and other employees at the time of hire and/or as part of annual compensation. Awards of deferred cash compensation generally vest over a three to four year service period, subject to continued employment. Each award provides the employee with the right to receive future cash compensation payments, which are non-interest bearing, on the vesting date. Based upon the value of the deferred cash awards outstanding at April 28, 2023, we estimate payments of $41.6 million over the next four years, of which $0.7 million remains payable in 2023, $14.6 million will be payable in 2024, $13.2 million will be payable in 2025, $9.2 million will be payable in 2026, and $3.9 million will be payable in 2027. We will realize a corporate income tax deduction at the time of payment.

Our capital expenditures relate primarily to technology systems and periodic refurbishment of our leased premises, which generally range from $2.0 million to $3.0 million annually. From time to time we incur leasehold improvements related to the build out of new space. With our build outs of New York and London complete there are no other large leasehold improvement expenditures currently planned in the near-term.

23

Under the U.S federal tax law, we can repatriate foreign cash with minimal or no incremental tax burden. Subject to any limitations imposed by the Treasury Department and any future changes made to current tax law, we intend to repatriate our foreign cash dependent upon our needs for cash in the U.S. The amount of foreign cash we repatriate is subject to our estimated foreign operating and regulatory needs as well as our global cash management needs. Based on recent regulatory pronouncements in the U.K. and Europe our regulatory capital amounts are expected to modestly increase over the next few years.

We operate in multiple countries in North America, Europe, Australia and Asia. As a financial services firm, we are subject to extensive regulation by governments, their respective agencies and/or various self-regulatory organizations or exchanges in each of the countries in which we operate. Each regulator imposes varying degrees of regulatory requirements which generally include net capital, customer protection and market conduct requirements. The amount of regulatory capital required by each regulatory authority varies and may change through the implementation of new regulations or a change in our business operations. Due to the enactment of regulatory standards in the U.K. and the relocation of our European headquarters to Germany, our regulatory capital requirements in the U.K. and Europe have increased moderately from historically very nominal levels. Elsewhere in the world we are also subject to varying capital requirements. To comply with these requirements, we may need to retain cash in certain jurisdictions in excess of our forecasted working capital needs. In the event we need additional capital in one or more locations we may be required to fund those needs by withdrawing capital from another jurisdiction, subject to limitations imposed on intercompany lending by our credit agreement.

While we believe that the cash generated from operations during the next twelve months and over the longer term will be sufficient to meet our expected operating needs, which include, among other things, our tax obligations, interest and principal payments on our loan facilities, dividend payments, share repurchases related to the tax settlement payments upon the vesting of the restricted stock units, and deferred cash compensation payments, we may adjust our variable expenses and other disbursements, if necessary, to meet our liquidity needs. However, there is no assurance that our cash flow will be sufficient to allow us to meet our operating obligations and make timely principal and interest payments under the credit agreement. In addition, our term loan indebtedness will mature on April 12, 2024, and our ability to refinance such indebtedness will depend in part on our operating and financial performance, which, in turn, is subject to prevailing economic conditions and to financial, business, legislative, regulatory and other factors beyond our control. In addition, prevailing interest rates or other factors at the time of refinancing could increase our financing costs and future interest cost. A refinancing of our indebtedness could also require us to comply with more onerous covenants and further restrict our business operations. If we are unable to fund our operating and debt obligations, we may need to consider taking other actions, including issuing additional securities, seeking strategic investments, reducing operating costs or a combination of these actions, in each case on terms which may not be favorable to us. Further, failure to make timely principal and interest payments under the credit agreement could result in a default. A default of our credit agreement would permit lenders to accelerate the maturity for the debt and to foreclose upon any collateral securing the debt. In addition, the limitations imposed by the financing agreements on our ability to incur additional debt and to take other actions might significantly impair our ability to obtain other financing. Further, a failure to maintain adequate regulatory capital in one or more jurisdictions could result in sanctions, a suspension of our regulatory license in such locations or limit or prohibit us from conducting operations.

24

Cash Flows

In the three months ended March 31, 2023, our cash and cash equivalents decreased by $45.6 million from December 31, 2022, including an increase of $0.6 million from the effect of the translation of foreign currency amounts into U.S. dollars at the quarter-end foreign currency conversion rates. We used $32.3 million for operating activities, which consisted of an operating loss of $14.8 million after giving effect to non-cash items and a net decrease in working capital of $17.6 million, principally from the payment of annual bonuses. We used $1.5 million in investing activities to fund leasehold improvements and equipment purchases. We used $12.3 million in financing activities, including $1.8 million for the repayment of the term loan, $0.8 million for open market repurchases of our common stock, $7.0 million for the repurchase of our common stock from employees in conjunction with the payment of tax liabilities in settlement of restricted stock units, and $2.7 million for the payment of dividends.

In the three months ended March 31, 2022, our cash and cash equivalents decreased by $51.3 million from December 31, 2021, including a decrease of $0.6 million from the effect of the translation of foreign currency amounts into U.S. dollars at the quarter-end foreign currency conversion rates. We used $27.9 million for operating activities, which consisted of an operating loss of $4.9 million after giving effect to non-cash items and a net decrease in working capital of $23.0 million, principally from the payment of annual bonuses. We used $0.6 million in investing activities to fund leasehold improvements and equipment purchases. We used $22.3 million in financing activities, including $8.9 million for open market repurchases of our common stock, $10.9 million for the repurchase of our common stock from employees in conjunction with the payment of tax liabilities in settlement of restricted stock units, and $2.4 million for the payment of dividends.

Off-Balance Sheet Arrangements

We do not invest in off-balance sheet vehicles that provide financing, liquidity, market risk or credit risk support, or engage in any leasing or hedging activities that expose us to any liability that is not reflected in our condensed consolidated financial statements.

Contractual Obligations

There have been no material changes in our contractual obligations from those disclosed in the Firm’s Annual Report on Form 10-K for the year ended December 31, 2022.

25

Market Risk

Our business is not capital-intensive and as such, is not subject to significant market or credit risks.

Risks Related to Cash and Short-Term Investments

Our cash and cash equivalents are principally held in depository accounts and money market funds and other short-term highly liquid investments with original maturities of three months or less. We maintain our depository accounts with financial institutions with high credit ratings. Although these deposits are generally not insured, management believes we are not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. Further, we do not believe our cash equivalent investments are exposed to significant credit risk or interest rate risk due to the short-term nature and high quality of the underlying investments in which the funds are invested.

Credit Risk

We regularly review our accounts receivable and allowance for doubtful accounts by considering factors such as historical experience, credit quality, age of the accounts receivable, and the current economic conditions that may affect a customer’s ability to pay such amounts owed to the Company. We maintain an allowance for doubtful accounts that, in our opinion, provides for an adequate reserve to cover losses that may be incurred.

Exchange Rate Risk

We are exposed to the risk that the exchange rate of the U.S. dollar relative to other currencies may have an adverse effect on the reported value of our non-U.S. dollar denominated assets and liabilities. Non-functional currency related transaction gains and losses are recorded in the condensed consolidated statements of operations.

In addition, the reported amounts of our revenues may be affected by movements in the rate of exchange between the currency in which an invoice is issued and paid and the U.S. dollar, in which our financial statements are denominated. We do not currently hedge against movements in these exchange rates through the use of derivative instruments or other methods. We analyze our potential exposure to a decline in exchange rates by performing a sensitivity analysis on our net income in those jurisdictions in which we have generated a significant portion of our foreign earnings, which generally include the United Kingdom, Europe, and Australia. During the three months ended March 31, 2023, as compared to the same period in 2022, the average value of the U.S. dollar strengthened relative to the pound sterling, euro and Australian dollar. In aggregate, our revenues were negatively impacted in the three months ended March 31, 2023 as compared to the same period in 2022 as a result of the movement of foreign currency rates. Although our global revenues may be impacted by movements in foreign exchange rates, our operating costs in foreign jurisdictions are denominated in local currency and consequently we are effectively internally hedged to some extent against the impact in the movements of foreign currency relative to the U.S. dollar. While our earnings are subject to volatility from changes in foreign currency rates, we do not believe we face any material risk in this respect.

Interest Rate Risk

Our TLB bears interest at the U.S. Prime Rate plus 2.25% or LIBOR plus 3.25% at our option. Because we have indebtedness which bears interest at variable rates, our financial results will be sensitive to changes in prevailing market rates of interest. As of March 31, 2023, we had $270.1 million of indebtedness outstanding, all of which bears interest at floating rates. The rate of interest varies from period to period and our interest rate exposure is not currently hedged to mitigate the effect of interest rate fluctuations. Depending upon future market conditions and our level of outstanding variable rate debt, we may enter into interest rate swap or other hedge arrangements (with counterparties that, in our judgment, have sufficient creditworthiness) to hedge our exposure against interest rate volatility. As of March 31, 2023, a 100 basis point increase in LIBOR would have increased our annual borrowing expense by $2.7 million.

The FCA, which regulates LIBOR, has announced that it will not compel panel banks to contribute to LIBOR after 2021. In November 2020, the ICE Benchmark Administration Limited announced a plan to extend the date as of which most U.S. LIBOR values would cease being computed from December 31, 2021 to June 30, 2023. On July 29, 2021, the Alternative Reference Rates Committee announced that it is formally recommending the forward-looking SOFR term rate. Our credit agreement includes alternative rate fallback provisions, which provides for use of a broadly accepted market convention to replace LIBOR as the rate of interest. We are currently in the process of completing the documentation to convert to a SOFR term rate based facility prior to June 30, 2023. There can be no assurance the LIBOR phase out will not increase our cost of capital.

26

Critical Accounting Policies and Estimates

Descriptions of our critical accounting policies and estimates, which are those that are most important to the presentation of our financial condition and results of operations and require management’s most difficult, subjective and complex judgments, are set forth above in “Item 1 — Notes to Condensed Consolidated Financial Statements (unaudited), Note 2 — Summary of Significant Accounting Policies” and are incorporated by reference herein.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Quantitative and qualitative disclosures about market risk are set forth above in “Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Market Risk”.

Item 4.  Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the Firm’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

No change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II -- Other Information

Item 1.  Legal Proceedings

The Firm is from time to time involved in legal proceedings incidental to the ordinary course of its business. We do not believe any such proceedings will have a material adverse effect on our results of operations.

Item 1A.  Risk Factors

There have been no material changes in our risk factors from those disclosed in our 2022 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities in the first quarter 2023:

Period	Total Number of Shares Repurchased (1)	Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs  (2)
January 1 - 31	45,312	$11.55	45,312	$	34,346,368
February 1 - 28	23,800	$12.50	23,800	$	22,663,398
March 1 - 31	—	$0.00	—	$	22,663,398
Total	69,112		69,112	$	22,663,398

_____________________________________________

(1)Excludes 508,237 common stock equivalents (e.g., vesting restricted stock units) we are deemed to have repurchased in February 2023 at an average price of $13.85 per share from employees in conjunction with the payment of withholding tax liabilities in respect of stock delivered to employees in settlement of restricted stock units.

(2)In February 2023, our Board of Directors authorized repurchases of our common stock and common stock equivalents (e.g., vesting restricted stock units) of up to $30 million for the period ending January 31, 2024. The dollar value of shares that may yet be repurchased is calculated based on the repurchases of equity securities disclosed in the table as well as the deemed repurchases of common stock equivalents discussed in note (1) above.

27

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

None.

28

Item 6. Exhibits

EXHIBIT INDEX

Exhibit Number	Description
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	The following materials from Greenhill's Form 10-Q Report for the quarterly period ended March 31, 2023, formatted in Inline XBRL: (i) the Condensed Consolidated Statements of Financial Condition; (ii) the Condensed Consolidated Statements of Operations; (iii) the Condensed Consolidated Statements of Comprehensive Income; (iv) the Condensed Consolidated Statements of Changes in Stockholders' Equity; (v) the Condensed Consolidated Statements of Cash Flows; and (vi) the Notes to the Condensed Consolidated Financial Statements.
101.SCH	Inline XBRL Taxonomy Extension Schema
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase
104	The cover page of Greenhill's Form 10-Q Report for the quarter ended March 31, 2023, formatted in Inline XBRL (included within the Exhibit 101 attachments).

*	Management contract or compensatory plan or arrangement
**	This information is furnished and not filed herewith for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934.

E-1

SIGNATURES

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

Dated: May 10, 2023

GREENHILL & CO., INC.
By:	/s/ SCOTT L. BOK
	Scott L. Bok
	Chairman and Chief Executive Officer
By:	/s/ MARK R. LASKY
	Mark R. Lasky
	Chief Financial Officer

1

EX-31.1

EXHIBIT 31.1

I, Scott L. Bok, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Greenhill & Co., Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

		/s/ SCOTT L. BOK
		Scott L. Bok
		Chairman and Chief Executive Officer
Date:	May 10, 2023

EX-31.2

EXHIBIT 31.2

I, Mark R. Lasky, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Greenhill & Co., Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

		/s/ MARK R. LASKY
		Mark R. Lasky
		Chief Financial Officer
Date:	May 10, 2023

EX-32.1

EXHIBIT 32.1

May 10, 2023

Securities and Exchange Commission

100 F Street, N. E.

Washington, DC 20549

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE

I, Scott L. Bok, Chief Executive Officer of Greenhill & Co., Inc. (the “Company”), certify that, to the best of my knowledge:

(1)The report of the Company on Form 10-Q for the quarterly period ending March 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the Report.

/s/ SCOTT L. BOK

Scott L. Bok

Chairman and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Greenhill & Co., Inc. and will be retained by Greenhill & Co., Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

May 10, 2023

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE

I, Mark R. Lasky, Chief Financial Officer of Greenhill & Co., Inc. (the “Company”), certify that, to the best of my knowledge:

(1)The report of the Company on Form 10-Q for the quarterly period ending March 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the Report.

/s/ MARK R. LASKY

Mark R. Lasky

Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to Greenhill & Co., Inc. and will be retained by Greenhill & Co., Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Cover Page - shares	3 Months Ended
	Mar. 31, 2023	Apr. 28, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-32147
Entity Registrant Name	GREENHILL & CO., INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	51-0500737
Entity Address, Address Line One	1271 Avenue of Americas
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10020
City Area Code	(212)
Local Phone Number	389-1500
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	GHL
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		18,321,169
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001282977
Current Fiscal Year End Date	--12-31

XML

Condensed Consolidated Statements of Financial Condition - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Assets
Cash and cash equivalents ($5.7 million and $6.9 million restricted from use at March 31, 2023 and December 31, 2022, respectively)	$ 58,763	$ 104,336
Fees receivable, net of allowance for doubtful accounts of $0.1 million and $0.1 million at March 31, 2023 and December 31, 2022, respectively	35,939	40,322
Other receivables	13,096	2,886
Property and equipment, net of accumulated depreciation of $16.5 million and $15.6 million at March 31, 2023 and December 31, 2022, respectively	27,840	27,040
Operating lease right-of-use asset	85,775	88,333
Goodwill	200,961	202,708
Deferred tax asset, net	73,207	75,196
Other assets	23,345	11,968
Total assets	518,926	552,789
Liabilities and Equity
Compensation payable	26,139	28,656
Accounts payable and accrued expenses	18,311	17,011
Current income taxes payable	12,427	12,134
Operating lease obligations	105,437	107,637
Secured term loan payable	268,285	269,633
Deferred tax liability	35,593	36,754
Total liabilities	466,192	471,825
Common stock, par value $0.01 per share; 100,000,000 shares authorized, 54,407,729 and 53,288,909 shares issued as of March 31, 2023 and December 31, 2022, respectively; 18,310,176 and 17,768,705 shares outstanding as of March 31, 2023 and December 31, 2022, respectively	544	533
Restricted stock units	38,671	48,333
Additional paid-in capital	1,024,571	1,008,797
Retained earnings	100,224	125,994
Accumulated other comprehensive income (loss)	$ (39,579)	$ (38,856)
Treasury stock, par value (usd per share)	$ 0.01	$ 0.01
Treasury Stock, Common, Shares	36,097,553	35,520,204
Treasury stock, at cost, par value $0.01 per share; 36,097,553 and 35,520,204 shares as of March 31, 2023 and December 31, 2022, respectively	$ (1,071,697)	$ (1,063,837)
Stockholders’ equity	52,734	80,964
Total liabilities and equity	$ 518,926	$ 552,789

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Condensed Consolidated Statements of Financial Condition (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Cash and cash equivalents, restricted from use	$ 5,672	$ 6,938
Fees receivable, allowance for doubtful accounts	100	100
Property and equipment, accumulated depreciation	$ 16,500	$ 15,600
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)	54,407,729	53,288,909
Common stock, shares outstanding (shares)	18,310,176	17,768,705
Treasury stock, par value (usd per share)	$ 0.01	$ 0.01

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Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenues
Revenues	$ 49,678	$ 45,441
Operating Expenses
Employee compensation and benefits	60,576	46,849
Occupancy and equipment rental	4,989	4,403
Depreciation and amortization	887	620
Information services	2,356	2,300
Professional fees	1,995	1,966
Travel related expenses	1,923	1,120
Other operating expenses	2,771	2,711
Total operating expenses	75,497	59,969
Total operating income (loss)	(25,819)	(14,528)
Interest expense	5,813	2,755
Income (loss) before taxes	(31,632)	(17,283)
Provision (benefit) for taxes	(8,314)	(5,177)
Net income (loss)	$ (23,318)	$ (12,106)
Average shares outstanding:
Basic (shares)	18,315,231	18,424,585
Diluted (shares)	18,315,231	18,424,585
Earnings (loss) per share:
Basic (usd per share)	$ (1.27)	$ (0.66)
Diluted (usd per share)	$ (1.27)	$ (0.66)

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Condensed Consolidated Statements of Comprehensive Income (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ (23,318)	$ (12,106)
Currency translation adjustment, net of tax	(723)	1,920
Comprehensive income (loss)	$ (24,041)	$ (10,186)

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Condensed Consolidated Statements of Changes in Stockholders' Equity (unaudited) - USD ($) $ in Thousands	Total	Restricted stock units	Common stock, par value $0.01 per share	Restricted stock units Restricted stock units	Additional paid-in capital	Retained earnings	Accumulated other comprehensive income (loss)	Treasury Stock, Common
Beginning Balance at Dec. 31, 2021			$ 506	$ 56,495	$ 969,719	$ 132,559	$ (30,443)	$ (1,023,901)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued			13		18,496
Restricted stock units recognized, net of forfeitures				7,743
Restricted stock units delivered				(18,442)
Dividends						(2,558)
Net income (loss)	$ (12,106)					(12,106)
Currency translation adjustment, net of tax							1,920
Repurchased		$ (10,900)						(19,832)
Ending Balance at Mar. 31, 2022	80,169		519	45,796	988,215	117,895	(28,523)	(1,043,733)
Beginning Balance at Dec. 31, 2022	80,964		533	48,333	1,008,797	125,994	(38,856)	(1,063,837)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued			11		15,774
Restricted stock units recognized, net of forfeitures				6,180
Restricted stock units delivered				(15,842)
Dividends						(2,452)
Net income (loss)	(23,318)					(23,318)
Currency translation adjustment, net of tax							(723)
Repurchased		$ (7,000)						(7,860)
Ending Balance at Mar. 31, 2023	$ 52,734		$ 544	$ 38,671	$ 1,024,571	$ 100,224	$ (39,579)	$ (1,071,697)

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Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Statement of Stockholders' Equity [Abstract]
Common stock, par value (usd per share)	$ 0.01	$ 0.01
Treasury stock, par value (usd per share)	$ 0.01	$ 0.01

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Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating activities:
Net income (loss)	$ (23,318)	$ (12,106)
Non-cash items included in net income (loss):
Depreciation and amortization	1,335	1,068
Restricted stock units recognized, net	6,180	7,743
Deferred taxes, net	1,066	(1,376)
Allowance for doubtful accounts	(5)	(209)
Changes in operating assets and liabilities:
Fees receivable	4,388	20,320
Other receivables and assets	(21,587)	(24,280)
Compensation payable	(2,289)	(19,325)
Accounts payable and accrued expenses	1,601	429
Current income taxes payable	293	(160)
Net cash provided (used) by operating activities	(32,336)	(27,896)
Investing activities:
Purchases of property and equipment	(1,527)	(554)
Net cash used in investing activities	(1,527)	(554)
Financing activities:
Repayment of secured term loan	(1,796)	0
Dividends paid	(2,681)	(2,433)
Purchase of treasury stock	(7,860)	(19,832)
Net cash used in financing activities	(12,337)	(22,265)
Effect of exchange rate changes	627	(605)
Net decrease in cash and cash equivalents	(45,573)	(51,320)
Cash and cash equivalents, beginning of the period	104,336	134,624
Cash and cash equivalents, end of the period	58,763	83,304
Supplemental disclosure of cash flow information:
Cash paid for interest	3,511	2,304
Cash paid for taxes, net of refunds	$ 827	$ 1,497

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Organization

3 Months Ended

Mar. 31, 2023

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. The Company acts for clients located throughout the world from our global offices in the United States, Australia, Canada, France, Germany, Hong Kong, Japan, Singapore, Spain, 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 GmbH & Co. KG (“Greenhill Europe”) and Greenhill & Co. Australia Pty Limited (“Greenhill Australia”).

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 is engaged in investment banking activities in the United Kingdom and Europe, and is subject to regulation by the U.K. Financial Conduct Authority (“FCA”). Greenhill Europe engages in investment banking activities in Europe (other than the U.K.) and is subject to regulation by Bundesanstalt für Finanzdienstleistungsaufsicht (“Bafin”). 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”).

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.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

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 compensation accruals and other matters. Management believes that it has made all necessary adjustments so that the condensed consolidated financial statements are presented fairly and that the estimates used in preparing the 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, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC. The condensed consolidated financial information as of December 31, 2022 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

The Company recognizes revenue when (or as) services are transferred to clients. Revenue is recognized based on the amount of consideration that management expects to receive in exchange for these services in accordance with the terms of the contract with the client. To determine the amount and timing of revenue recognition, the Company must (1) identify the contract with the client, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the Company satisfies a performance obligation.

The Company generally recognizes revenues for mergers and acquisitions engagements at the earlier of the announcement date or transaction date, as the performance obligation is typically satisfied at such time. Upfront fees and certain retainer fees are generally deferred until the announcement or transaction date as they are considered constrained (subject to significant reversal) prior to the announcement or transaction date. Fairness opinion fees are recognized when the opinion is delivered.

The Company recognizes revenues for financing advisory and restructuring engagements as the services are provided to the client, based on the terms of the engagement letter. In such arrangements, the Company’s performance obligations are to provide financial and strategic advice throughout an engagement.

The Company recognizes revenues for private capital advisory fees when (1) the commitment of capital is secured (primary capital raising transactions) or the sale or transfer of the capital interest occurs (secondary market transactions) and (2) the fees are earned from the client in accordance with terms of the engagement letter. Upfront fees and certain retainer fees are deferred until the commitment is secured or the sale or transfer of the capital interest occurs, as the fees are considered constrained (subject to significant reversal) prior to such time.

As a result of the deferral of certain fees, deferred revenue (also known as contract liabilities) was $9.9 million and $9.0 million as of March 31, 2023 and December 31, 2022, respectively. Deferred revenue is included in accounts payable and accrued expenses in the condensed consolidated statements of financial condition. During the three months ended March 31, 2023 and March 31, 2022, the Company recognized $2.7 million and $0.4 million of revenues, respectively, that were included in the deferred revenue (contract liabilities) balance at the beginning of each respective period.

The Company’s clients reimburse certain expenses incurred by the Company in the conduct of advisory engagements. Client reimbursements totaled $1.1 million and $0.4 million for the three months ended March 31, 2023 and 2022, respectively. Such reimbursements are reported as revenues and operating expenses with no impact to operating income.

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 an original maturity date of three months or less, when purchased, to be cash equivalents. Cash equivalents primarily consist of money market funds and other short-term highly liquid investments with original maturities of three months or less and are carried at cost, plus accrued interest, which approximates the fair value due to the short-term nature of these investments.

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”.

Fees Receivable

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 recorded a net reversal of bad debt expense of less than $0.1 million and net reversal of bad debt expense of $0.2 million in the three months ended March 31, 2023 and 2022, respectively.

Included in the fees receivable balances at March 31, 2023 and December 31, 2022 were $4.3 million and $4.1 million, respectively, of long term receivables related to primary capital advisory engagements which are generally paid in installments over a period of three years.

Credit risk related to fees receivable is dispersed 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 the acquisition date. The Company tests its goodwill for impairment at least annually or more frequently where certain events or changes in circumstances indicate that goodwill may more likely than not be impaired. An impairment loss is triggered if the estimated fair value of an operating unit is less than the 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 (loss) in the condensed consolidated statements of changes in stockholders’ equity.

Compensation Payable

Included in compensation payable are discretionary compensation awards comprised of accrued cash bonuses and long-term incentive compensation, consisting of deferred cash retention awards, which are non-interest bearing, and generally amortized ratably over a three to five-year service period after the date of grant.

Restricted Stock Units

The Company accounts for its share-based compensation payments by recording the fair value of restricted stock units (RSUs) granted to employees as compensation expense. The restricted stock units are generally amortized ratably over a three to four-year service period following the date of grant. Compensation expense is determined based upon the fair value of the Company’s common stock at the date of grant. In certain circumstances the Company issues share-based compensation, which is contingent on achievement of certain performance targets. Compensation expense for performance-based awards begins at the time it is deemed probable that the performance target will be achieved and is amortized into expense over the remaining service period. The Company includes a forfeiture estimate in the aggregate compensation cost to be amortized.

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 eligible for such payment 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 by the weighted average number of shares outstanding for the period. The Company calculates diluted EPS by dividing net income by the sum of (i) the weighted average number of shares outstanding for the period and (ii) the dilutive effect of the common stock deliverable pursuant to restricted stock units for which future service is required as calculated using the treasury stock method. See “Note 7 — 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.

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.

The realization of deferred tax assets arising from timing differences and net operating losses requires taxable income in future years in order to deduct the reversing timing differences and absorb the net operating losses. We assess positive and negative evidence in determining whether to record a valuation allowance with respect to deferred tax assets. This assessment is performed separately for each taxing jurisdiction.

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 operations in other operating expenses.

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 4 — Fair Value of Financial Instruments”.

Leases

The Company leases office space for its operations around the globe. Certain leases include options to renew, which can be exercised at the Company’s sole discretion. The Company determines if a contract contains a lease at contract inception. Operating lease assets represent the Company’s right to use the underlying asset and operating lease liabilities represent the Company’s obligation to make lease payments. Operating lease assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. When determining the lease term, the Company generally does not include options to renew as it is not reasonably certain at contract inception that the Company will exercise the option(s). The Company uses the implicit rate when readily determinable and its incremental borrowing rate when the implicit rate is not readily determinable. The Company’s incremental borrowing rate is determined using its secured borrowing rate and giving consideration to the currency and term of the associated lease as appropriate.

The lease payments used to determine the Company’s operating lease assets may include lease incentives, stated rent increases and escalation clauses linked to rates of inflation when determinable and are recognized in operating lease assets in the condensed consolidated statement of financial condition. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The straight-lining of rent expense results in differences in the operating lease right-of-use asset and operating lease obligations on the condensed consolidated statement of financial condition. Temporary differences are recognized for tax purposes and reflected separately in the condensed consolidated statement of financial condition as deferred lease assets and lease liabilities within deferred tax assets and deferred tax liabilities.

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:

Equipment – 5 years

Furniture and fixtures – 7 years

Leasehold improvements – the lesser of 15 years or the remaining lease term

Business InformationThe 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 private capital advisory services.

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Cash and Cash Equivalents

3 Months Ended

Mar. 31, 2023

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,
	2023		2022
	(in thousands)
	(unaudited)
Cash	$	38,548	$	49,789
Cash equivalents	14,543		47,609
Restricted cash - letters of credit	5,672		6,938
Total cash and cash equivalents	$	58,763	$	104,336

The Company's standby letter of credit for its New York headquarters' location was reduced to $4.7 million during the first quarter 2023 from $5.9 million as of December 31, 2022. The standby letter of credit may be further reduced periodically under certain circumstances to approximately $3.5 million.

The carrying value of the Company’s cash equivalents approximates fair value. See “Note 4 — Fair Value of Financial Instruments”.

Letters of credit are secured by cash held on deposit.

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Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Assets and liabilities are classified in their entirety based on their lowest level of input that is significant to the fair value measurement. As of March 31, 2023 and December 31, 2022, the Company had Level 1 assets measured at fair value.

Assets 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 March 31, 2023

	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, 2023
	(in thousands, unaudited)
Assets
Cash equivalents	$	14,543	$	—	$	—	$	14,543
Total	$	14,543	$	—	$	—	$	14,543

Assets Measured at Fair Value on a Recurring Basis as of December 31, 2022

	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, 2022
	(in thousands)
Assets
Cash equivalents	$	47,609	$	—	$	—	$	47,609
Total	$	47,609	$	—	$	—	$	47,609

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Loan Facilities

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Loan Facilities

Loan Facilities

In April 2019, the Company refinanced borrowings made under its 2017 recapitalization plan with borrowings of $375.0 million from a new five-year secured term loan facility (“Term Loan Facility”) which matures on April 12, 2024. Borrowings under the Term Loan Facility bear interest at either U.S. Prime plus 2.25% or LIBOR plus 3.25% at our option and had weighted average interest rates of 7.9% and 3.4% for the three months ended March 31, 2023 and 2022, respectively.

The Term Loan Facility requires quarterly principal amortization payments of $4.7 million (or $18.8 million annually), from September 30, 2019 through March 31, 2024. As of March 31, 2023, the Company has repaid in advance all required quarterly amortization payments of the Term Loan Facility and no further amortization payments are due prior to maturity. In addition to required amortization payments, the Company may be required to make annual repayments of principal on the Term Loan Facility within ninety days of year-end of up to 50% of its annual excess cash flow as defined in the credit agreement based on a calculation of net leverage. In March 2023, the Company made a required excess cash payment of $1.8 million related to 2022. The Term Loan Facility also permits voluntary principal payments to be made in advance without penalty.

The Term Loan Facility is guaranteed by the Company’s existing and subsequently acquired or organized wholly-owned U.S. restricted subsidiaries (excluding any registered broker-dealers) and secured with a first priority perfected security interest in certain domestic assets and 100% of the capital stock of each U.S. subsidiary and 65% of the capital stock of each non-U.S. subsidiary, subject to certain exclusions. The credit facility contains certain covenants that limit the Company’s ability above certain permitted amounts to incur additional indebtedness, make certain acquisitions, pay dividends and repurchase shares. The Term Loan Facility does not have financial covenants but is subject to certain other non-financial covenants. At March 31, 2023, the Company was compliant with all loan covenants.

As of March 31, 2023, the Term Loan Facility had a principal balance of $270.1 million and its carrying value was $268.3 million. Deferred financing costs of $9.0 million are being amortized into interest expense over the remaining life of the obligation and recorded as a reduction in the carrying value of the Term Loan Facility in the condensed consolidated statement of financial condition. The Company incurred incremental interest expense of $0.4 million related to the amortization of deferred financing costs for each of the three months ended March 31, 2023 and 2022. At March 31, 2023, the fair value of the Term Loan Facility was approximately 97.0% of its outstanding principal balance. Since the borrowing is not accounted for at fair value, the fair value is not included in the Company’s fair value hierarchy in “Note 4 - Fair Value of Financial Instruments,” however, had the borrowing been included, it would have been classified in Level 2.

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Equity

3 Months Ended

Mar. 31, 2023

Stockholders' Equity Note [Abstract]

Equity

Equity

Total dividend payments of $0.10 per share were paid to common stockholders for each of the three months ended March 31, 2023 and 2022. In addition, dividend equivalent payments of $0.6 million and $0.7 million were paid to or accrued for holders of restricted stock units for the three months ended March 31, 2023 and 2022, respectively.

During the three months ended March 31, 2023, the Company repurchased 69,112 common shares through open market transactions at an average price of $11.88, for a total cost of $0.8 million. Additionally, during the three months ended March 31, 2023, 1,109,308 restricted stock units vested and were settled in shares of common stock of which the Company is deemed to have repurchased 508,237 shares at an average price of $13.85 per share for a total cost of $7.0 million 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, 2022, the Company repurchased 481,674 common shares through open market transactions at an average price of $18.57, for a total cost of $8.9 million. Additionally, during the three months ended March 31, 2022, 1,274,458 restricted stock units vested and were settled in shares of common stock, of which the Company is deemed to have repurchased 581,011 shares at an average price of $18.74 per share for a total cost of $10.9 million in

conjunction with the payment of tax liabilities in respect of stock delivered to its employees in settlement of restricted stock units.

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Earnings per Share

3 Months Ended

Mar. 31, 2023

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,
	2023			2022
	(in thousands, except per share amounts, unaudited)
Numerator for basic and diluted EPS — net income (loss)	$	(23,318)		$	(12,106)
Denominator for basic EPS — weighted average number of shares	18,315			18,425
Add — dilutive effect of:
Restricted stock units	—			—
Denominator for diluted EPS — weighted average number of shares and dilutive securities	18,315		(1)	18,425		(1)
Earnings (loss) per share:
Basic EPS	$	(1.27)		$	(0.66)
Diluted EPS	$	(1.27)		$	(0.66)

____________________

(1) Excludes 3,313,463 and 4,892,222 unamortized restricted stock units that were antidilutive for the three months ended March 31, 2023, and March 31, 2022, respectively, and thus were not included in the above calculation. The incremental shares that could be included in the diluted EPS calculation in future periods will vary based on a variety of factors, including the future share price and the amount of unrecognized compensation cost. The incremental shares included, if any, would be less than the number of outstanding restricted stock units.

The activity related to the restricted stock units is set forth below:

	Restricted Stock Units Outstanding
	2023			2022
	Units	Grant Date Weighted Average Fair Value		Units	Grant Date Weighted Average Fair Value
Outstanding, January 1,	6,589,995	$	13.80	7,799,509	$	13.78
Granted	2,165,418	10.11		1,802,436	16.11
Delivered	(1,156,209)	14.12		(1,308,989)	14.56
Forfeited	(20,644)	14.03		(3,358)	14.89
Outstanding, March 31,	7,578,560	$	12.69	8,289,598	$	14.07

As part of the annual award vesting program, on April 1, 2023 and 2022, 916,114 and 454,060 restricted stock units, respectively, vested and will be/were delivered within 75 days of the vesting date.

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Income Taxes

3 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The Company is subject to U.S. federal, state and local, as well as foreign, corporate income taxes and its effective tax rate may vary depending on the jurisdiction in which the income is earned.

The Company is required to record a charge or benefit in its income tax provision for the tax effect of the difference between the grant date value of restricted stock units and the market value of such awards at the time of vesting. The grant price value approximated the market value for awards vesting during the three months ended March 31, 2023, and as a result there was no benefit or charge recognized. The provision for income taxes for the three months ended March 31, 2022 includes a net benefit of $1.1 million related to the tax effect of the vesting of restricted stock units at a market value greater than their grant price.

Based on the Company’s historical taxable income and its expectation for taxable income in the future, management expects that its largest 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 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 (loss), net of tax, in the condensed consolidated statements of changes in stockholders’ equity and the condensed consolidated statements of comprehensive income.

The income tax laws in the jurisdictions in which the Company operates are complex, and the manner in which they apply to the taxpayer’s facts is sometimes open to interpretation. Management must make judgments in assessing the likelihood that a tax position will be sustained upon examination by the taxing authorities based on the technical merits of the tax position. In the normal course of business, the Company may be under audit in one or more of its jurisdictions in an open tax year for that particular jurisdiction. As of March 31, 2023, the Company does not expect any material changes in its tax provision related to any current or future audits.

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Leases

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Leases

Leases

The Company leases office space for its operations around the globe. All of the Company’s leases are operating leases and have remaining lease terms ranging from less than 1 year to 13 years.

The undiscounted aggregate minimum future rental payments are as follows:

	As of
	March 31,		December 31,
	2023		2022
	(in thousands)
	(unaudited)
2023 (remainder)	$	8,516	$	12,348
2024	12,720		12,732
2025	14,054		14,006
2026	12,269		12,200
2027	12,339		12,270
Thereafter	78,681		78,386
Total lease payments	$	138,579	$	141,942
Plus: tenant incentive allowance utilized to finance leasehold improvements	9,634		9,819
Less: Interest	(42,776)		(44,124)
Present value of operating lease liabilities	$	105,437	$	107,637

The weighted average remaining lease term and weighted average discount rate of our operating leases are as follows:

	As of
	March 31,		December 31,
	2023		2022
	(unaudited)
Weighted average remaining lease term in years	10.7		10.8
Weighted average discount rate	6.9	%	6.9	%

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Regulatory Requirements

3 Months Ended

Mar. 31, 2023

Broker-Dealer, Net Capital Requirement, SEC Regulation [Abstract]

Regulatory Requirements

Regulatory Requirements

Certain subsidiaries of the Company are subject to various regulatory requirements in the United States, United Kingdom, Germany, 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, 2023, G&Co’s net capital was $6.1 million, which exceeded its requirement by $5.7 million. G&Co’s aggregate indebtedness to net capital ratio was 1 to 1 at March 31, 2023. Certain distributions and other capital withdrawals of G&Co are subject to certain notifications and restrictive provisions of the Rule.

At March 31, 2023, GCI is subject to capital requirements of the FCA. Greenhill Europe is subject to capital requirements of Bafin. Greenhill Australia is subject to capital requirements of the ASIC. We are also subject to certain capital regulatory requirements in other jurisdictions. As of March 31, 2023, GCI, Greenhill Europe, Greenhill Australia, and our other regulated operations were in compliance with local capital adequacy requirements.

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Subsequent Events

3 Months Ended

Mar. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

The Company evaluates subsequent events through the date on which the financial statements are issued.

On May 3, 2023, the Board of Directors of the Company declared a quarterly dividend of $0.10 per share. The dividend will be payable on June 21, 2023 to the common stockholders of record on June 7, 2023.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2023

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 compensation accruals and other matters. Management believes that it has made all necessary adjustments so that the condensed consolidated financial statements are presented fairly and that the estimates used in preparing the 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, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC. The condensed consolidated financial information as of December 31, 2022 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

The Company recognizes revenue when (or as) services are transferred to clients. Revenue is recognized based on the amount of consideration that management expects to receive in exchange for these services in accordance with the terms of the contract with the client. To determine the amount and timing of revenue recognition, the Company must (1) identify the contract with the client, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the Company satisfies a performance obligation.

The Company generally recognizes revenues for mergers and acquisitions engagements at the earlier of the announcement date or transaction date, as the performance obligation is typically satisfied at such time. Upfront fees and certain retainer fees are generally deferred until the announcement or transaction date as they are considered constrained (subject to significant reversal) prior to the announcement or transaction date. Fairness opinion fees are recognized when the opinion is delivered.

The Company recognizes revenues for financing advisory and restructuring engagements as the services are provided to the client, based on the terms of the engagement letter. In such arrangements, the Company’s performance obligations are to provide financial and strategic advice throughout an engagement.

The Company recognizes revenues for private capital advisory fees when (1) the commitment of capital is secured (primary capital raising transactions) or the sale or transfer of the capital interest occurs (secondary market transactions) and (2) the fees are earned from the client in accordance with terms of the engagement letter. Upfront fees and certain retainer fees are deferred until the commitment is secured or the sale or transfer of the capital interest occurs, as the fees are considered constrained (subject to significant reversal) prior to such time.

As a result of the deferral of certain fees, deferred revenue (also known as contract liabilities) was $9.9 million and $9.0 million as of March 31, 2023 and December 31, 2022, respectively. Deferred revenue is included in accounts payable and accrued expenses in the condensed consolidated statements of financial condition. During the three months ended March 31, 2023 and March 31, 2022, the Company recognized $2.7 million and $0.4 million of revenues, respectively, that were included in the deferred revenue (contract liabilities) balance at the beginning of each respective period.

The Company’s clients reimburse certain expenses incurred by the Company in the conduct of advisory engagements. Client reimbursements totaled $1.1 million and $0.4 million for the three months ended March 31, 2023 and 2022, respectively. Such reimbursements are reported as revenues and operating expenses with no impact to operating income.

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 an original maturity date of three months or less, when purchased, to be cash equivalents. Cash equivalents primarily consist of money market funds and other short-term highly liquid investments with original maturities of three months or less and are carried at cost, plus accrued interest, which approximates the fair value due to the short-term nature of these investments.

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”.

Fees Receivable

Fees Receivable

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 recorded a net reversal of bad debt expense of less than $0.1 million and net reversal of bad debt expense of $0.2 million in the three months ended March 31, 2023 and 2022, respectively.

Included in the fees receivable balances at March 31, 2023 and December 31, 2022 were $4.3 million and $4.1 million, respectively, of long term receivables related to primary capital advisory engagements which are generally paid in installments over a period of three years.

Credit risk related to fees receivable is dispersed 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 the acquisition date. The Company tests its goodwill for impairment at least annually or more frequently where certain events or changes in circumstances indicate that goodwill may more likely than not be impaired. An impairment loss is triggered if the estimated fair value of an operating unit is less than the 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 (loss) in the condensed consolidated statements of changes in stockholders’ equity.

Compensation Payable

Compensation Payable

Included in compensation payable are discretionary compensation awards comprised of accrued cash bonuses and long-term incentive compensation, consisting of deferred cash retention awards, which are non-interest bearing, and generally amortized ratably over a three to five-year service period after the date of grant.

Restricted Stock Units

Restricted Stock Units

The Company accounts for its share-based compensation payments by recording the fair value of restricted stock units (RSUs) granted to employees as compensation expense. The restricted stock units are generally amortized ratably over a three to four-year service period following the date of grant. Compensation expense is determined based upon the fair value of the Company’s common stock at the date of grant. In certain circumstances the Company issues share-based compensation, which is contingent on achievement of certain performance targets. Compensation expense for performance-based awards begins at the time it is deemed probable that the performance target will be achieved and is amortized into expense over the remaining service period. The Company includes a forfeiture estimate in the aggregate compensation cost to be amortized.

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 eligible for such payment 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 by the weighted average number of shares outstanding for the period. The Company calculates diluted EPS by dividing net income by the sum of (i) the weighted average number of shares outstanding for the period and (ii) the dilutive effect of the common stock deliverable pursuant to restricted stock units for which future service is required as calculated using the treasury stock method. See “Note 7 — Earnings per Share”.

Provision for Taxes

Provision for Taxes

The Company accounts for taxes in accordance with the accounting guidance for income taxes which requires the recognition of tax benefits or expenses on the temporary differences between the financial reporting and tax bases of its assets and liabilities.

The Company follows the guidance for income taxes in recognizing, measuring, presenting and disclosing in its financial statements uncertain tax positions taken or expected to be taken on its income tax returns. Income tax expense is based on pre-tax accounting income, including adjustments made for the recognition or derecognition related to uncertain tax positions. The recognition or derecognition of income tax expense related to uncertain tax positions is determined under the guidance, 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.

The realization of deferred tax assets arising from timing differences and net operating losses requires taxable income in future years in order to deduct the reversing timing differences and absorb the net operating losses. We assess positive and negative evidence in determining whether to record a valuation allowance with respect to deferred tax assets. This assessment is performed separately for each taxing jurisdiction.

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 operations in other operating expenses.

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 4 — Fair Value of Financial Instruments”.

Leases

Leases

The Company leases office space for its operations around the globe. Certain leases include options to renew, which can be exercised at the Company’s sole discretion. The Company determines if a contract contains a lease at contract inception. Operating lease assets represent the Company’s right to use the underlying asset and operating lease liabilities represent the Company’s obligation to make lease payments. Operating lease assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. When determining the lease term, the Company generally does not include options to renew as it is not reasonably certain at contract inception that the Company will exercise the option(s). The Company uses the implicit rate when readily determinable and its incremental borrowing rate when the implicit rate is not readily determinable. The Company’s incremental borrowing rate is determined using its secured borrowing rate and giving consideration to the currency and term of the associated lease as appropriate.

The lease payments used to determine the Company’s operating lease assets may include lease incentives, stated rent increases and escalation clauses linked to rates of inflation when determinable and are recognized in operating lease assets in the condensed consolidated statement of financial condition. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The straight-lining of rent expense results in differences in the operating lease right-of-use asset and operating lease obligations on the condensed consolidated statement of financial condition. Temporary differences are recognized for tax purposes and reflected separately in the condensed consolidated statement of financial condition as deferred lease assets and lease liabilities within deferred tax assets and deferred tax liabilities.

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:

Equipment – 5 years

Furniture and fixtures – 7 years

Leasehold improvements – the lesser of 15 years or the remaining lease term

Business Information

Business InformationThe 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 private capital advisory services.

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Cash and Cash Equivalents (Tables)

3 Months Ended

Mar. 31, 2023

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,
	2023		2022
	(in thousands)
	(unaudited)
Cash	$	38,548	$	49,789
Cash equivalents	14,543		47,609
Restricted cash - letters of credit	5,672		6,938
Total cash and cash equivalents	$	58,763	$	104,336

Restrictions on 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,
	2023		2022
	(in thousands)
	(unaudited)
Cash	$	38,548	$	49,789
Cash equivalents	14,543		47,609
Restricted cash - letters of credit	5,672		6,938
Total cash and cash equivalents	$	58,763	$	104,336

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Fair Value of Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements, Recurring and Nonrecurring

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 March 31, 2023

	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, 2023
	(in thousands, unaudited)
Assets
Cash equivalents	$	14,543	$	—	$	—	$	14,543
Total	$	14,543	$	—	$	—	$	14,543

Assets Measured at Fair Value on a Recurring Basis as of December 31, 2022

	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, 2022
	(in thousands)
Assets
Cash equivalents	$	47,609	$	—	$	—	$	47,609
Total	$	47,609	$	—	$	—	$	47,609

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Earnings per Share (Tables)

3 Months Ended

Mar. 31, 2023

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,
	2023			2022
	(in thousands, except per share amounts, unaudited)
Numerator for basic and diluted EPS — net income (loss)	$	(23,318)		$	(12,106)
Denominator for basic EPS — weighted average number of shares	18,315			18,425
Add — dilutive effect of:
Restricted stock units	—			—
Denominator for diluted EPS — weighted average number of shares and dilutive securities	18,315		(1)	18,425		(1)
Earnings (loss) per share:
Basic EPS	$	(1.27)		$	(0.66)
Diluted EPS	$	(1.27)		$	(0.66)

____________________

(1) Excludes 3,313,463 and 4,892,222 unamortized restricted stock units that were antidilutive for the three months ended March 31, 2023, and March 31, 2022, respectively, and thus were not included in the above calculation. The incremental shares that could be included in the diluted EPS calculation in future periods will vary based on a variety of factors, including the future share price and the amount of unrecognized compensation cost. The incremental shares included, if any, would be less than the number of outstanding restricted stock units.

Schedule of Share-based Payment Arrangement, Restricted Stock Unit, Activity

The activity related to the restricted stock units is set forth below:

	Restricted Stock Units Outstanding
	2023			2022
	Units	Grant Date Weighted Average Fair Value		Units	Grant Date Weighted Average Fair Value
Outstanding, January 1,	6,589,995	$	13.80	7,799,509	$	13.78
Granted	2,165,418	10.11		1,802,436	16.11
Delivered	(1,156,209)	14.12		(1,308,989)	14.56
Forfeited	(20,644)	14.03		(3,358)	14.89
Outstanding, March 31,	7,578,560	$	12.69	8,289,598	$	14.07

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Leases (Tables)

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Schedule of Undiscounted Aggregate Minimum Future Rental Payments

The undiscounted aggregate minimum future rental payments are as follows:

	As of
	March 31,		December 31,
	2023		2022
	(in thousands)
	(unaudited)
2023 (remainder)	$	8,516	$	12,348
2024	12,720		12,732
2025	14,054		14,006
2026	12,269		12,200
2027	12,339		12,270
Thereafter	78,681		78,386
Total lease payments	$	138,579	$	141,942
Plus: tenant incentive allowance utilized to finance leasehold improvements	9,634		9,819
Less: Interest	(42,776)		(44,124)
Present value of operating lease liabilities	$	105,437	$	107,637

Schedule of Weighted Average Remaining Lease Term and Weighted Average Discount Rate for Operating Leases

The weighted average remaining lease term and weighted average discount rate of our operating leases are as follows:

	As of
	March 31,		December 31,
	2023		2022
	(unaudited)
Weighted average remaining lease term in years	10.7		10.8
Weighted average discount rate	6.9	%	6.9	%

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Organization (Details)	Mar. 31, 2023 state
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of states in which the entity is licensed	50

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Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Significant Accounting Policies [Line Items]
Contract with customer, liability	$ 9,900		$ 9,000
Revenues	$ 49,678	$ 45,441
Property, Plant and Equipment, Depreciation Method [Extensible Enumeration]
Equipment
Significant Accounting Policies [Line Items]
Estimated useful lives of fixed assets (or lesser for Leaseholds)	5 years
Furniture and Fixtures
Significant Accounting Policies [Line Items]
Estimated useful lives of fixed assets (or lesser for Leaseholds)	7 years
Leasehold Improvements
Significant Accounting Policies [Line Items]
Estimated useful lives of fixed assets (or lesser for Leaseholds)	15 years
Minimum
Significant Accounting Policies [Line Items]
Amortization period of deferred cash retention awards	3 years
Minimum | Restricted Stock
Significant Accounting Policies [Line Items]
Amortization period of restricted stock units	3 years
Maximum
Significant Accounting Policies [Line Items]
Amortization period of deferred cash retention awards	5 years
Maximum | Restricted Stock
Significant Accounting Policies [Line Items]
Amortization period of restricted stock units	4 years
Primary Capital Advisory Engagements
Significant Accounting Policies [Line Items]
Long term receivables related to primary capital advisory engagements	$ 4,300		$ 4,100
Installments period	3 years
Reimbursement Revenue
Significant Accounting Policies [Line Items]
Revenues	$ 1,100	400
Advisory Fees
Significant Accounting Policies [Line Items]
Allowance for doubtful accounts	100	200
Capital advisory engagements
Significant Accounting Policies [Line Items]
Contract with customer, liability, revenue recognized	$ 2,700	$ 400

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Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Abstract]
Cash	$ 38,548	$ 49,789
Cash equivalents	14,543	47,609
Restricted cash - letters of credit	5,672	6,938
Total cash and cash equivalents	$ 58,763	$ 104,336	$ 83,304	$ 134,624

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Cash and Cash Equivalents - Narrative (Details) - USD ($) $ in Millions	May 10, 2023	Mar. 31, 2023	Dec. 31, 2022
Cash and Cash Equivalents [Line Items]
Letters of credit outstanding, amount		$ 4.7	$ 5.9
Scenario, Forecast
Cash and Cash Equivalents [Line Items]
Letters of credit outstanding, amount	$ 3.5

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Fair Value of Financial Instruments - Assets/Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	$ 14,543	$ 47,609
Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	14,543	47,609
Quoted Prices in Active  Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	14,543	47,609
Quoted Prices in Active  Markets for Identical Assets (Level 1) | Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	14,543	47,609
Significant Other Observable  Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	0	0
Significant Other Observable  Inputs (Level 2) | Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0	0
Significant Unobservable  Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	0	0
Significant Unobservable  Inputs (Level 3) | Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 0	$ 0

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Loan Facilities (Details) - Secured Debt - New TLB - USD ($)	1 Months Ended	3 Months Ended
	Apr. 30, 2019	Mar. 31, 2023	Mar. 31, 2022
Line of Credit Facility [Line Items]
Long-term debt, weighted average interest rate, over time		7.90%	3.40%
Annual principal payments		$ 1,800,000
Deferred financing costs	$ 9,000,000
Incremental expense related to the amortization of debt issuance costs		$ 400,000	$ 400,000
Debt instrument, fair value, percentage of outstanding principal balance		97.00%
Base Rate
Line of Credit Facility [Line Items]
Spread on interest rate	2.25%
Term Loan
Line of Credit Facility [Line Items]
Face amount of debt	$ 375,000,000
Debt term	5 years
Debt instrument, periodic payment, principal	$ 4,700,000
Annual principal payments	$ 18,800,000
Debt instrument, face amount		$ 270,100,000
Long-term debt		$ 268,300,000
Term Loan | United States
Line of Credit Facility [Line Items]
Collateral percentage, capital stock of subsidiary	100.00%
Term Loan | Non-US
Line of Credit Facility [Line Items]
Collateral percentage, capital stock of subsidiary	65.00%
Term Loan | LIBOR
Line of Credit Facility [Line Items]
Spread on interest rate	3.25%

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Equity (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Apr. 01, 2022	Mar. 31, 2023	Mar. 31, 2022
Stockholders Equity Note [Line Items]
Dividends declared per common share ( usd per share)		$ 0.10	$ 0.10
Dividend equivalents paid on outstanding restricted stock units		$ 600	$ 700
Purchase of treasury stock		$ 7,860	$ 19,832
Restricted stock units
Stockholders Equity Note [Line Items]
Restricted stock units vested and issued as common stock (shares)	454,060	1,109,308	1,274,458
Repurchased shares for award (in shares)		508,237	581,011
Average repurchase price of shares for award (usd per share)		$ 13.85	$ 18.74
Treasury stock, value, acquired, cost method		$ 7,000	$ 10,900
Common stock, par value $0.01 per share
Stockholders Equity Note [Line Items]
Treasury stock, shares, acquired		69,112	481,674
Treasury stock acquired, average cost per share (usd per share)		$ 11.88	$ 18.57
Purchase of treasury stock		$ 800	$ 8,900

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Earnings per Share - Reconciliation (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share [Abstract]
Numerator for basic and diluted EPS — net income (loss)	$ (23,318)	$ (12,106)
Denominator for basic EPS — weighted average number of shares	18,315,231	18,424,585
Add — dilutive effect of:
Restricted stock units	0	0
Denominator for diluted EPS — weighted average number of shares and dilutive securities	18,315,231	18,424,585
Earnings (loss) per share:
Basic (usd per share)	$ (1.27)	$ (0.66)
Diluted (usd per share)	$ (1.27)	$ (0.66)
Antidilutive securities excluded from EPS (shares)	3,313,463	4,892,222

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Earnings per Share - Activity Related to Restricted Stock Units (Details) - Restricted stock units - $ / shares			3 Months Ended
	Apr. 01, 2023	Apr. 01, 2022	Mar. 31, 2023	Mar. 31, 2022
Units
Beginning balance of shares outstanding	7,578,560	8,289,598	6,589,995	7,799,509
Grants in period (in shares)			2,165,418	1,802,436
Delivered (in shares)			(1,156,209)	(1,308,989)
Forfeited (in shares)			(20,644)	(3,358)
Ending balance of shares outstanding			7,578,560	8,289,598
Grant Date Weighted Average Fair Value
Beginning balance, weighted average grant date fair value, shares outstanding (in dollars per share)	$ 12.69	$ 14.07	$ 13.80	$ 13.78
Weighted average grant date fair value, granted (in dollars per share)			10.11	16.11
Weighted average grant date fair value, delivered (in dollars per share)			14.12	14.56
Weighted average grant date fair value, forfeited (in dollars per share)			14.03	14.89
Ending balance, weighted average grant date fair value, shares outstanding (in dollars per share)			$ 12.69	$ 14.07
Restricted stock units vested and issued as common stock (shares)		454,060	1,109,308	1,274,458
Vesting period		75 days
Subsequent Event
Grant Date Weighted Average Fair Value
Restricted stock units vested and issued as common stock (shares)	916,114

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Income Taxes (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($)
Income Tax Disclosure [Abstract]
Excess tax (benefit) expense	$ 1.1

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Leases - Narrative (Details)	Mar. 31, 2023
Minimum
Lessee, Lease, Description [Line Items]
Operating​ lease​, remaining ​lease ​term	1 year
Maximum
Lessee, Lease, Description [Line Items]
Operating​ lease​, remaining ​lease ​term	13 years

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Leases - Operating Lease, Future Rental Payments, Maturity (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Leases [Abstract]
2023 (remainder)	$ 8,516	$ 12,348
2024	12,720	12,732
2025	14,054	14,006
2026	12,269	12,200
2027	12,339	12,270
Thereafter	78,681	78,386
Total lease payments	138,579	141,942
Plus: tenant incentive allowance utilized to finance leasehold improvements	9,634	9,819
Less: Interest	(42,776)	(44,124)
Present value of operating lease liabilities	$ 105,437	$ 107,637

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Leases - Weighted Average Remaining Lease Term and Weighted Average Discount Rate (Details)	Mar. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Weighted average remaining lease term in years	10 years 8 months 12 days	10 years 9 months 18 days
Weighted average discount rate	6.90%	6.90%

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Regulatory Requirements (Details)	3 Months Ended
	Mar. 31, 2023 USD ($)
Broker-Dealer, Net Capital Requirement, SEC Regulation [Abstract]
Minimum net capital required	$ 5,000
Net capital	6,100,000
Excess net capital	$ 5,700,000
Aggregate indebtedness to net capital ratio (percent)	1
Description of minimum net capital requirements	The greater of $5,000 or 1/15 of aggregate indebtedness
Minimum capital requirements, portion of aggregate indebtedness	6.67%

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Subsequent Events (Details)	May 03, 2023 $ / shares
Subsequent Event
Subsequent Event [Line Items]
Dividends declared per common share (usd per share)	$ 0.10