Cohen & Steers Inc.

11/08/2024 | Press release | Distributed by Public on 11/08/2024 07:13

Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

cns-20240930
________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 September 30, 2024
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: 001-32236
________________
COHEN & STEERS, INC.
(Exact Name of Registrant as Specified in its Charter)
________________
Delaware 14-1904657
(State or Other Jurisdiction of
Incorporation or Organization) 		(I.R.S. Employer
Identification No.)
1166 Avenue of the Americas, New York, NY 10036
(Address of Principal Executive Offices and Zip Code)
(212) 832-3232
(Registrant's Telephone Number, Including Area Code)
________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value CNS 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 ☒ No o
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 o
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.
Large accelerated filer ☒ Accelerated filer ☐
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 ☒
The number of shares of the registrant's common stock, par value $0.01 per share, outstanding as of October 31, 2024 was 50,557,758.
COHEN & STEERS, INC. AND SUBSIDIARIES
Form 10-Q
Index
Page
Part I. Financial Information
Item 1.
Financial Statements
1
Condensed Consolidated Statements of Financial Condition (Unaudited)
1
Condensed Consolidated Statements of Operations (Unaudited)
2
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)
4
Condensed Consolidated Statements of Cash Flows (Unaudited)
6
Notes to Condensed Consolidated Financial Statements (Unaudited)
8
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
18
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
34
Item 4.
Controls and Procedures
34
Part II. Other Information *
Item 1.
Legal Proceedings
35
Item 1A.
Risk Factors
35
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
35
Item 5.
Other Information
35
Item 6.
Exhibits
36
Signatures
37
* Items other than those listed above have been omitted because they are not applicable.
Forward-Looking Statements
This report and other documents filed by us contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), which reflect management's current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates" or the negative versions of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these forward-looking statements. We believe that these factors include, but are not limited to, the risks described in the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2023 (the Form 10-K), which is accessible on the Securities and Exchange Commission's website at www.sec.gov and on our website at www.cohenandsteers.com. These factors are not exhaustive and should be read in conjunction with the other cautionary statements that are included in this report, the Form 10-K and our other filings with the Securities and Exchange Commission. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. We intend to use our website, www.cohenandsteers.com, as means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.
PART I-Financial Information
Item 1. Financial Statements
COHEN & STEERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited)
(in thousands, except share data)
September 30,
2024 		December 31,
2023
Assets:
Cash and cash equivalents $ 106,474 $ 187,442
Investments ($68,244 and $159,931) (1)
320,883 258,970
Accounts receivable 78,673 68,889
Due from brokers ($101 and $13) (1)
2,446 4,677
Property and equipment-net 69,659 66,336
Operating lease right-of-use assets-net 100,927 103,302
Goodwill and intangible assets-net 19,500 19,395
Other assets ($76 and $644) (1)
29,225 27,543
Total assets $ 727,787 $ 736,554
Liabilities:
Accrued compensation and benefits $ 48,679 $ 66,382
Distribution and service fees payable 8,314 10,144
Operating lease liabilities 140,595 140,408
Income tax payable 1,490 5,115
Due to brokers ($102 and $119) (1)
1,325 201
Other liabilities and accrued expenses ($347 and $449) (1)
14,832 21,657
Total liabilities 215,235 243,907
Commitments and contingencies (See Note 11)
Redeemable noncontrolling interests 14,491 106,463
Stockholders' equity:
Common stock, $0.01 par value; 500,000,000 shares authorized; 57,458,126 shares issued and 50,555,483 shares outstanding at September 30, 2024; and 55,788,720 shares issued and 49,155,447 shares outstanding at December 31, 2023
574 558
Additional paid-in capital 931,510 818,269
Accumulated deficit (144,420) (158,186)
Accumulated other comprehensive loss (5,414) (7,708)
Treasury stock, at cost, 6,902,643 and 6,633,273 shares at September 30, 2024 and December 31, 2023, respectively
(291,241) (271,705)
Total stockholders' equity attributable to Cohen & Steers, Inc. 491,009 381,228
Nonredeemable noncontrolling interests 7,052 4,956
Total stockholders' equity 498,061 386,184
Total liabilities, redeemable noncontrolling interests and stockholders' equity $ 727,787 $ 736,554
_________________________
(1) Amounts in parentheses represent the aggregate balances at September 30, 2024 and December 31, 2023 attributable to variable interest entities consolidated by the Company.
See notes to condensed consolidated financial statements
1
COHEN & STEERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(in thousands, except per share data)
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2024 2023 2024 2023
Revenue:
Investment advisory and administration fees $ 125,397 $ 116,226 $ 355,319 $ 347,378
Distribution and service fees 7,244 7,014 20,692 21,553
Other 562 497 1,623 1,518
Total revenue 133,203 123,737 377,634 370,449
Expenses:
Employee compensation and benefits 56,376 52,830 161,476 150,580
Distribution and service fees 14,739 13,689 41,404 41,234
General and administrative 14,874 15,546 44,351 49,396
Depreciation and amortization 2,341 801 6,863 2,628
Total expenses 88,330 82,866 254,094 243,838
Operating income 44,873 40,871 123,540 126,611
Non-operating income (loss):
Interest and dividend income 5,420 3,763 14,396 10,407
Gain (loss) from investments-net 18,975 (10,056) 17,941 (10,008)
Foreign currency gain (loss)-net (1,692) 1,134 (2,041) (1,276)
Total non-operating income (loss) 22,703 (5,159) 30,296 (877)
Income before provision for income taxes 67,576 35,712 153,836 125,734
Provision for income taxes 12,293 10,543 34,062 31,762
Net income 55,283 25,169 119,774 93,972
Net (income) loss attributable to noncontrolling interests (15,615) 6,971 (14,331) 5,260
Net income attributable to common stockholders $ 39,668 $ 32,140 $ 105,443 $ 99,232
Earnings per share attributable to common stockholders:
Basic $ 0.78 $ 0.65 $ 2.10 $ 2.01
Diluted $ 0.77 $ 0.65 $ 2.08 $ 2.00
Weighted average shares outstanding:
Basic 50,778 49,351 50,257 49,289
Diluted 51,428 49,617 50,681 49,495
See notes to condensed consolidated financial statements
2
COHEN & STEERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(in thousands)
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2024 2023 2024 2023
Net income $ 55,283 $ 25,169 $ 119,774 $ 93,972
Net (income) loss attributable to noncontrolling interests (15,615) 6,971 (14,331) 5,260
Net income attributable to common stockholders 39,668 32,140 105,443 99,232
Other comprehensive income (loss):
Foreign currency translation gain (loss) 3,460 (1,643) 2,294 604
Total comprehensive income attributable to common stockholders $ 43,128 $ 30,497 $ 107,737 $ 99,836
See notes to condensed consolidated financial statements
3
COHEN & STEERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)
(in thousands, except per share data)
Three Months Ended September 30, 2024
Common
Stock 		Additional
Paid-In
Capital 		Accumulated Deficit Accumulated Other
Comprehensive
Income (Loss) 		Treasury
Stock 		Nonredeemable
Noncontrolling
Interests 		Total
Stockholders'
Equity 		Redeemable
Noncontrolling
Interests
July 1, 2024 $ 574 $ 916,006 $ (153,360) $ (8,874) $ (291,173) $ 6,661 $ 469,834 $ 114,570
Dividends ($0.59 per share)
- - (30,728) - - - (30,728) -
Issuance of common stock
- 303 - - - - 303 -
Repurchase of common stock - - - - (68) - (68) -
Issuance of restricted stock units-net - 2,713 - - - - 2,713 -
Amortization of restricted stock units-net - 12,488 - - - - 12,488 -
Net income (loss) - - 39,668 - - 391 40,059 15,224
Other comprehensive income (loss) - - - 3,460 - - 3,460 -
Net contributions (distributions) attributable to noncontrolling interests - - - - - - - 33,356
Deconsolidation of investment vehicle - - - - - - - (148,659)
September 30, 2024
$ 574 $ 931,510 $ (144,420) $ (5,414) $ (291,241) $ 7,052 $ 498,061 $ 14,491
Three Months Ended September 30, 2023
Common
Stock 		Additional
Paid-In
Capital 		Accumulated Deficit Accumulated Other
Comprehensive
Income (Loss) 		Treasury
Stock 		Nonredeemable
Noncontrolling
Interests 		Total
Stockholders'
Equity 		Redeemable
Noncontrolling
Interests
July 1, 2023 $ 558 $ 794,159 $ (162,231) $ (8,537) $ (270,797) $ 5,237 $ 358,389 $ 85,518
Dividends ($0.57 per share)
- - (28,991) - - - (28,991) -
Issuance of common stock - 269 - - - - 269 -
Repurchase of common stock - - - - (50) - (50) -
Issuance of restricted stock units-net - 983 - - - - 983 -
Amortization of restricted stock units-net - 10,734 - - - - 10,734 -
Net income (loss) - - 32,140 - (523) 31,617 (6,448)
Other comprehensive income (loss) - - - (1,643) - - (1,643) -
Net contributions (distributions) attributable to noncontrolling interests - - - - - 869 869 5,049
September 30, 2023
$ 558 $ 806,145 $ (159,082) $ (10,180) $ (270,847) $ 5,583 $ 372,177 $ 84,119
See notes to condensed consolidated financial statements
4
COHEN & STEERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)-(Continued)
(in thousands, except per share data)
Nine Months Ended September 30, 2024
Common
Stock 		Additional
Paid-In
Capital 		Accumulated Deficit Accumulated Other
Comprehensive
Income (Loss) 		Treasury
Stock 		Nonredeemable
Noncontrolling
Interests 		Total
Stockholders'
Equity 		Redeemable
Noncontrolling
Interests
January 1, 2024 $ 558 $ 818,269 $ (158,186) $ (7,708) $ (271,705) $ 4,956 $ 386,184 $ 106,463
Dividends ($1.77 per share)
- - (91,677) - - - (91,677) -
Issuance of common stock 6 1,036 - - 30 - 1,072 -
Issuance of common stock from offering, net of issuance costs 10 68,454 - - - - 68,464 -
Repurchase of common stock - - - - (19,566) - (19,566) -
Issuance of restricted stock units-net - 5,045 - - - - 5,045 -
Amortization of restricted stock units-net - 38,706 - - - - 38,706 -
Net income (loss) - - 105,443 - - 116 105,559 14,215
Other comprehensive income (loss) - - - 2,294 - - 2,294 -
Net contributions (distributions) attributable to noncontrolling interests - - - - - 1,980 1,980 42,472
Deconsolidation of investment vehicle - - - - - - - (148,659)
September 30, 2024
$ 574 $ 931,510 $ (144,420) $ (5,414) $ (291,241) $ 7,052 $ 498,061 $ 14,491
Nine Months Ended September 30, 2023
Common
Stock 		Additional
Paid-In
Capital 		Accumulated Deficit Accumulated Other
Comprehensive
Income (Loss) 		Treasury
Stock 		Nonredeemable
Noncontrolling
Interests 		Total
Stockholders'
Equity 		Redeemable
Noncontrolling
Interests
January 1, 2023 $ 551 $ 769,373 $ (171,417) $ (10,784) $ (250,169) $ 4,054 $ 341,608 $ 85,335
Dividends ($1.71 per share)
- - (86,897) - - - (86,897) -
Issuance of common stock 7 1,060 - - - - 1,067 -
Repurchase of common stock - - - - (20,678) - (20,678) -
Issuance of restricted stock units-net - 3,469 - - - - 3,469 -
Amortization of restricted stock units-net - 32,243 - - - - 32,243 -
Net income (loss) - - 99,232 - - (963) 98,269 (4,297)
Other comprehensive income (loss) - - - 604 - - 604 -
Net contributions (distributions) attributable to noncontrolling interests - - - - - 2,492 2,492 3,081
September 30, 2023
$ 558 $ 806,145 $ (159,082) $ (10,180) $ (270,847) $ 5,583 $ 372,177 $ 84,119
See notes to condensed consolidated financial statements
5
COHEN & STEERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)
Nine Months Ended
September 30,
2024 2023
Cash flows from operating activities:
Net income $ 119,774 $ 93,972
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Stock-based compensation expense-net 41,432 33,334
Depreciation and amortization 8,299 3,374
Non-cash lease expense 4,572 11,851
(Gain) loss from investments-net (17,941) 10,008
Deferred income taxes 99 (7,994)
Foreign currency (gain) loss (1,865) 609
Amortization (accretion) of premium (discount) on U.S. Treasury securities-net (1,339) (989)
Changes in operating assets and liabilities:
Accounts receivable (7,919) (4,222)
Due from brokers (22,360) (687)
Investments within consolidated investment vehicles (43,440) (12,175)
Other assets (3,901) (9,912)
Accrued compensation and benefits (17,703) (27,775)
Distribution and service fees payable (1,830) 889
Operating lease liabilities (1,981) 19,452
Due to brokers 23,693 2,652
Income tax payable (3,249) 1,245
Other liabilities and accrued expenses (12,479) (248)
Net cash provided by (used in) operating activities 61,862 113,384
Cash flows from investing activities:
Purchases of investments (337,877) (132,205)
Proceeds from sales and maturities of investments 205,028 50,311
Purchases of property and equipment (9,973) (46,139)
Net cash provided by (used in) investing activities (142,822) (128,033)
Cash flows from financing activities:
Proceeds from issuance of common stock under employee stock purchase plan 911 907
Proceeds from issuance of common stock from offering, net of issuance costs 68,464 -
Repurchase of common stock for employee tax withholding (19,566) (20,678)
Dividends to stockholders (89,185) (84,359)
Net contributions (distributions) from noncontrolling interests 44,452 5,573
Other (15) (603)
Net cash provided by (used in) financing activities 5,061 (99,160)
Net increase (decrease) in cash and cash equivalents (75,899) (113,809)
Effect of foreign exchange rate changes on cash and cash equivalents 1,988 724
Cash and cash equivalents, beginning of the period 189,603 248,714
Cash and cash equivalents, end of the period $ 115,692 $ 135,629
See notes to condensed consolidated financial statements
6
COHEN & STEERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-(Continued)
(UNAUDITED)
Supplemental disclosures of cash flow information:
The following table provides a reconciliation of cash and cash equivalents reported within the condensed consolidated statements of financial condition to the cash and cash equivalents reported within the condensed consolidated statements of cash flows above:
As of September 30,
(in thousands) 2024 2023
Cash and cash equivalents
$ 106,474 $ 133,050
Cash included in investments(1)
9,218 2,579
Total cash and cash equivalents within condensed consolidated statements of cash flows
$ 115,692 $ 135,629
________________________
(1) Cash included in investments represents operating cash held in consolidated investment vehicles.
During the nine months ended September 30, 2024 and 2023, the Company paid taxes, net of tax refunds, of $37.2 million and $38.5 million, respectively.
Supplemental disclosures of non-cash investing and financing activities:
In connection with its stock incentive plan, the Company issued dividend equivalents in the form of restricted stock units, net of forfeitures, in the amount of $2.5 million for both the nine months ended September 30, 2024 and 2023, respectively.
Effective September 1, 2024, the Company deconsolidated the Cohen & Steers SICAV Global Real Estate Fund resulting in a non-cash reduction of $148.7 million from both investments and redeemable noncontrolling interests.
7
COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Organization and Description of Business
Cohen & Steers, Inc. (CNS) was organized as a Delaware corporation on March 17, 2004. CNS is the holding company for its direct and indirect subsidiaries, including Cohen & Steers Capital Management, Inc. (CSCM), Cohen & Steers Securities, LLC (CSS), Cohen & Steers UK Limited (CSUK), Cohen & Steers Ireland Limited (CSIL), Cohen & Steers Asia Limited (CSAL), Cohen & Steers Japan Limited (CSJL) and Cohen & Steers Singapore Private Limited (CSSG) (collectively, the Company).
The Company is a global investment manager specializing in real assets and alternative income, including listed and private real estate, preferred securities, infrastructure, resource equities, commodities, as well as multi-strategy solutions. Founded in 1986, the Company is headquartered in New York City, with offices in London, Dublin, Hong Kong, Tokyo and Singapore.
2. Basis of Presentation and Significant Accounting Policies
Basis of Presentation
The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The condensed consolidated financial statements set forth herein include the accounts of CNS and its direct and indirect subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.
The condensed consolidated financial statements of the Company included herein are unaudited and have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the interim results have been made. The Company's condensed consolidated financial statements and the related notes should be read together with the consolidated financial statements and the related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC. The Company's significant accounting policies, which have been consistently applied, are summarized in its Form 10-K.
New Accounting Standards Not Yet Implemented
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This new guidance will be effective on January 1, 2025. The Company does not expect that the adoption of this new standard will have a material effect on the Company's condensed consolidated financial statements and related disclosures.
In March 2024, the FASB issued ASU 2024-01, Compensation-Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. The standard clarifies how an entity determines whether a profits interest or similar award is (1) within the scope of Topic 718 or (2) not a share-based payment arrangement and therefore within the scope of other guidance. The guidance in ASU 2024-01 applies to all entities that issue profits interest awards as compensation to employees or nonemployees in exchange for goods or services. This new guidance will be effective on January 1, 2025. The Company does not expect that the adoption of this new standard will have a material effect on the Company's condensed consolidated financial statements and related disclosures.
8
COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(UNAUDITED)
3. Revenue
The following tables summarize revenue recognized from contracts with customers by client domicile and by investment vehicle:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
(in thousands) 2024 2023 2024 2023
Client domicile:
North America $ 115,989 $ 106,273 $ 328,936 $ 320,729
Japan 8,151 8,068 23,472 24,201
Europe, Middle East and Africa 5,092 6,028 14,019 15,569
Asia Pacific excluding Japan 3,971 3,368 11,207 9,950
Total $ 133,203 $ 123,737 $ 377,634 $ 370,449
Three Months Ended
September 30, 		Nine Months Ended
September 30,
(in thousands) 2024 2023 2024 2023
Investment vehicle:
Open-end funds $ 74,567 $ 67,750 $ 210,164 $ 204,892
Institutional accounts 32,956 31,845 93,487 92,640
Closed-end funds 25,680 24,142 73,983 72,917
Total $ 133,203 $ 123,737 $ 377,634 $ 370,449
4. Investments
The following table summarizes the Company's investments:
(in thousands) September 30, 2024 December 31, 2023
Equity investments at fair value $ 134,711 $ 180,958
Trading 186,158 77,996
Equity method 14 16
Total investments $ 320,883 $ 258,970
The following table summarizes gain (loss) from investments-net, including derivative financial instruments (see Note 6, Derivatives) and gain (loss) attributable to noncontrolling interests:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
(in thousands) 2024 2023 2024 2023
Net realized gains (losses) during the period
$ (840) $ (600) $ (3,213) $ (3,691)
Net unrealized gains (losses) during the period on investments
still held at the end of the period
19,815 (9,456) 21,154 (6,317)
Gain (loss) from investments-net $ 18,975 $ (10,056) $ 17,941 $ (10,008)
9
COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(UNAUDITED)
The following table summarizes the statements of financial condition attributable to the Company's consolidated VIEs:
(in thousands) September 30,
2024 		December 31, 2023
Assets (1)
Investments
$ 68,244 $ 159,931
Due from brokers
101 13
Other assets
76 644
Total assets 68,421 160,588
Liabilities (1)
Due to brokers
$ 102 $ 119
Other liabilities and accrued expenses 347 449
Total liabilities 449 568
Net assets $ 67,972 $ 160,020
Attributable to the Company $ 46,429 $ 48,601
Attributable to noncontrolling interests 21,543 111,419
Net assets $ 67,972 $ 160,020
_________________________
(1) The assets may only be used to settle obligations of each VIE and the liabilities are the sole obligation of each VIE, for which creditors do not have recourse to the general credit of the Company.
5. Fair Value
ASC Topic 820, Fair Value Measurementspecifies a hierarchy of valuation classifications based on whether the inputs to the valuation techniques used in each valuation classification are observable or unobservable. These classifications are summarized in three broad levels:
•Level 1-Unadjusted quoted prices for identical instruments in active markets.
•Level 2-Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable.
•Level 3-Valuations derived from valuation techniques in which significant inputs or significant value drivers are unobservable.
These levels are not necessarily an indication of the risk or liquidity associated with the investments.
10
COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(UNAUDITED)
The following tables present fair value measurements:
September 30, 2024
(in thousands) Level 1 Level 2 Level 3 Investments Measured at NAV Total
Cash equivalents $ 80,767 $ - $ - $ - $ 80,767
Equity investments at fair value:
Common stocks $ 67,316 $ 748 $ - $ - $ 68,064
Limited partnership interests - - 20,287 1,150 21,437
Preferred securities 1,583 69 - - 1,652
Non-Traded REIT - 33,687 - - 33,687
Other 9,736 - - 135 9,871
Total $ 78,635 $ 34,504 $ 20,287 $ 1,285 $ 134,711
Trading investments:
Fixed income $ - $ 186,158 $ - $ - $ 186,158
Equity method investments $ - $ - $ - $ 14 $ 14
Total investments $ 78,635 $ 220,662 $ 20,287 $ 1,299 $ 320,883
Derivatives - assets:
Total return swaps $ - $ 87 $ - $ - $ 87
Forward contracts - foreign exchange - 18 - - 18
Total $ - $ 105 $ - $ - $ 105
Derivatives - liabilities:
Total return swaps $ - $ 1,613 $ - $ - $ 1,613
Forward contracts - foreign exchange - 746 - - 746
Total $ - $ 2,359 $ - $ - $ 2,359
11
COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(UNAUDITED)
December 31, 2023
(in thousands) Level 1 Level 2 Level 3 Investments Measured at NAV Total
Cash equivalents $ 151,915 $ - $ - $ - $ 151,915
Equity investments at fair value:
Common stocks $ 163,365 $ 697 $ - $ - $ 164,062
Limited partnership interests - - 13,202 1,228 14,430
Preferred securities 1,775 62 - - 1,837
Other 508 - - 121 629
Total $ 165,648 $ 759 $ 13,202 $ 1,349 $ 180,958
Trading investments:
Fixed income $ - $ 77,996 $ - $ - $ 77,996
Equity method investments $ - $ - $ - $ 16 $ 16
Total investments $ 165,648 $ 78,755 $ 13,202 $ 1,365 $ 258,970
Derivatives - assets:
Total return swaps $ - $ 28 $ - $ - $ 28
Total $ - $ 28 $ - $ - $ 28
Derivatives - liabilities:
Total return swaps $ - $ 2,488 $ - $ - $ 2,488
Forward contracts - foreign exchange - 405 - - 405
Total $ - $ 2,893 $ - $ - $ 2,893
Equity investments at fair value classified as Level 2 included common stocks, Cohen & Steers Income Opportunities REIT, Inc. (CNSREIT) and preferred securities, for which quoted prices in active markets are not available. Effective January 1, 2024, the Company deconsolidated CNSREIT and elected the fair value option to align the measurement of the seed investment and the related gains and losses with other seed investments. The Company's ownership interest was 49.4% at September 30, 2024. The fair value of this seed investment is based on the monthly published net asset value (NAV), which is an observable transaction price, however, shares are not actively traded as subscription and redemption activity happens monthly. Realized and unrealized gains and losses are recorded in gain (loss) from investments-net in the Company's condensed consolidated statements of operations. Distributions from this seed investment are recorded in interest and dividend income in the Company's condensed consolidated statements of operations when earned. The unrealized gain on the seed investment in CNSREIT was $0.4 million and $1.5 million for the three and nine months ended September 30, 2024, respectively.
Equity investments at fair value classified as Level 3 were comprised of limited partnership interests in joint ventures that hold investments in private real estate.
Trading investments classified as Level 2 were comprised of U.S. Treasury securities and investment-grade corporate debt securities. Fair values were generally determined using third-party pricing services. The pricing services may utilize evaluated pricing models that vary by asset class and incorporate available trade, bid and other market information.
Investments measured at NAV were comprised of certain investments measured at fair value using NAV (or its equivalent) as a practical expedient including limited partnership interests in private real estate funds. At September 30, 2024 and December 31, 2023, the Company did not have the ability to redeem its interests in the majority of these investments.
Investments measured at NAV as a practical expedient have not been classified in the fair value hierarchy. The amounts presented in the above tables are intended to permit reconciliation of the fair value hierarchy to the amounts presented on the condensed consolidated statements of financial condition.
12
COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(UNAUDITED)
Total return swap contracts classified as Level 2 were valued based on the underlying futures contracts or equity indices.
Foreign currency exchange contracts classified as Level 2 were valued based on the prevailing forward exchange rate, which is an input that is observable in active markets.
The following table summarizes the changes in Level 3 investments measured at fair value on a recurring basis:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
(in thousands) 2024 2023 2024 2023
Balance at beginning of period $ 19,997 $ 13,986 $ 13,202 $ 10,759
Purchases/contributions 140 3,139 9,001 10,656
Sales/distributions - - - (2,975)
Unrealized gains (losses) 150 (1,528) (1,916) (2,843)
Balance at end of period $ 20,287 $ 15,597 $ 20,287 $ 15,597
Unrealized and realized gains (losses), if any, in the above table were recorded in gain (loss) from investments-net in the Company's condensed consolidated statements of operations.
Valuation Techniques
In certain instances, debt and equity securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable broker-dealers or independent pricing services. In determining the value of a particular investment, independent pricing services may use information with respect to transactions in such investments, broker quotes, pricing matrices, market transactions in comparable investments and various relationships between investments. As part of its independent price verification process, the Company generally performs reviews of valuations provided by broker-dealers or independent pricing services. Investments in funds are valued at their closing price or NAV (or its equivalent) as a practical expedient.
In the absence of observable market prices, the Company values its investments using valuation methodologies applied on a consistent basis. For some investments, little market activity may exist; management's determination of fair value is then based on the best information available in the circumstances, and may incorporate management's own assumptions and involve a significant degree of judgment, taking into consideration a combination of internal and external factors. Such investments are valued no less than quarterly, taking into consideration any changes in key inputs and changes in economic and other relevant conditions, and valuation models are updated accordingly. The Company has established a valuation committee, comprised of senior members from various departments within the Company, to administer, implement and oversee the valuation policies and procedures (the Valuation Committee). Additionally, the Company has retained an independent valuation services firm to assist in the determination of the fair value of certain private real estate investments.
13
COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(UNAUDITED)
The following table summarizes the valuation techniques and significant unobservable inputs approved by the Valuation Committee for Level 3 investments measured at fair value on a recurring basis:
Fair Value as of September 30, 2024
(in thousands)
Valuation Technique Unobservable Inputs Range
Limited partnership interests
$ 16,344 Discounted cash flow Discount rate
Terminal capitalization rate
7.25% - 10.75%
5.25% - 8.75%
$ 3,943 Transaction price n/a
Fair Value as of December 31, 2023
(in thousands)
Valuation Technique Unobservable Inputs Value
Limited partnership interests
$ 13,202 Discounted cash flow Discount rate
Terminal capitalization rate
9.25%
7.75%
Transaction price n/a
Changes in the significant unobservable inputs in the above tables may result in a materially higher or lower fair value measurement.
6. Derivatives
The following tables summarize the notional amount and fair value of outstanding derivative financial instruments, none of which were designated in a formal hedging relationship:
As of September 30, 2024
Fair Value (1)
(in thousands) Notional Amount Assets Liabilities
Corporate derivatives:
Total return swaps $ 46,837 $ 87 $ 1,613
Forward contracts - foreign exchange 15,849 18 746
Total corporate derivatives $ 62,686 $ 105 $ 2,359
As of December 31, 2023
Fair Value (1)
(in thousands) Notional Amount Assets Liabilities
Corporate derivatives:
Total return swaps $ 40,217 $ 28 $ 2,488
Forward contracts - foreign exchange 9,641 - 405
Total corporate derivatives $ 49,858 $ 28 $ 2,893
________________________
(1) The fair value of derivative financial instruments is recorded in other assets and other liabilities and accrued expenses on the Company's condensed consolidated statements of financial condition.
The Company's corporate derivatives included:
•Total return swaps which are utilized to economically hedge a portion of the market risk of certain seed investments and to gain exposure for the purpose of establishing a performance track record; and
•Forward foreign exchange contracts which are utilized to economically hedge currency exposure arising from certain non-U.S. dollar investment advisory fees.
Collateral pledged for swap contracts totaled $1.5 million and $4.5 million at September 30, 2024 and December 31, 2023, respectively.
14
COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(UNAUDITED)
The following table summarizes net gains (losses) from derivative financial instruments:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
(in thousands) 2024 2023 2024 2023
Corporate derivatives:
Total return swaps $ (5,597) $ 2,222 $ (5,797) $ 1,545
Forward contracts - foreign exchange (983) 673 (323) 1,873
Total(1)
$ (6,580) $ 2,895 $ (6,120) $ 3,418
________________________
(1)Gains and losses on total return swaps are included in gain (loss) from investments-net in the Company's condensed consolidated statements of operations. Gains and losses on forward foreign exchange contracts are included in foreign currency gain (loss)-net in the Company's condensed consolidated statements of operations.
7. Earnings Per Share
Basic earnings per share is calculated by dividing net income attributable to common stockholders by the weighted average shares outstanding. Diluted earnings per share is calculated by dividing net income attributable to common stockholders by the total weighted average shares of common stock outstanding and common stock equivalents determined using the treasury stock method. Common stock equivalents are comprised of dilutive potential shares from restricted stock unit awards and are excluded from the computation if their effect is anti-dilutive.
The following table reconciles income and share data used in the basic and diluted earnings per share computations:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
(in thousands, except per share data) 2024 2023 2024 2023
Net income $ 55,283 $ 25,169 $ 119,774 $ 93,972
Net (income) loss attributable to noncontrolling interests (15,615) 6,971 (14,331) 5,260
Net income attributable to common stockholders $ 39,668 $ 32,140 $ 105,443 $ 99,232
Basic weighted average shares outstanding 50,778 49,351 50,257 49,289
Dilutive potential shares from restricted stock units 650 266 424 206
Diluted weighted average shares outstanding 51,428 49,617 50,681 49,495
Basic earnings per share attributable to common stockholders $ 0.78 $ 0.65 $ 2.10 $ 2.01
Diluted earnings per share attributable to common stockholders $ 0.77 $ 0.65 $ 2.08 $ 2.00
Anti-dilutive common stock equivalents excluded from the calculation
- 26 4 102
15
COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(UNAUDITED)
8. Income Taxes
The provision for income taxes included U.S. federal, state, local and foreign taxes. A reconciliation of the Company's statutory federal income tax rate to the effective income tax rate is summarized in the following table:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2024 2023 2024 2023
U.S. statutory tax rate 21.0 % 21.0 % 21.0 % 21.0 %
State and local income taxes, net of federal benefit 2.5 3.1 2.8 3.1
Non-deductible executive compensation 1.2 1.5 1.2 2.0
Valuation allowance (1.4) (0.5) (0.7) (0.2)
Excess tax benefits related to the vesting and delivery of restricted stock units - - (0.2) (1.6)
Other 0.4 (0.4) 0.3 (0.1)
Effective income tax rate 23.7 % 24.7 % 24.4 % 24.2 %
9. Related Party Transactions
The Company is an investment adviser to, and has administration agreements with, Company-sponsored funds and investment products for which certain employees are officers and/or directors.
The following table summarizes revenue earned from these affiliated funds:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
(in thousands) 2024 2023 2024 2023
Investment advisory and administration fees $ 90,118 $ 82,472 $ 255,375 $ 249,084
Distribution and service fees 7,244 7,014 20,692 21,553
Total $ 97,362 $ 89,486 $ 276,067 $ 270,637
Included in accounts receivable at September 30, 2024 and December 31, 2023 are receivables from Company-sponsored funds, of $37.2 million and $32.5 million, respectively. Included in accounts payable at September 30, 2024 and December 31, 2023 are payables to Company-sponsored funds of $0.8 million and $1.9 million, respectively.
Included in other assets at September 30, 2024 and December 31, 2023 is an advance to CNSREIT of $8.2 million and $7.3 million, respectively. CNSREIT will reimburse the Company ratably over a 60-month period commencing at the earlier of December 31, 2025, or the month that CNSREIT's NAV is at least $1.0 billion.
See discussion of commitments to Company-sponsored vehicles in Note 11.
10. Credit Agreement
On January 20, 2023, the Company entered into a Credit Agreement with Bank of America, N.A. (the Credit Agreement) providing for a $100.0 million senior unsecured revolving credit facility maturing on January 20, 2026. Borrowings under the Credit Agreement bear interest at a variable annual rate equal to, at the Company's option, either, (i) in respect of Term Secured Overnight Financing Rate (SOFR) Loans (as defined in the Credit Agreement), a rate equal to Term SOFR (as defined in the Credit Agreement) in effect for such period plus an applicable rate as determined according to a performance pricing grid and, (ii) in respect of Base Rate Loans (as defined in the Credit Agreement), a rate equal to a Base Rate (as defined in the Credit Agreement) plus an applicable rate as determined according to a performance pricing grid. The Company is also required to pay a quarterly commitment fee determined according to a performance pricing grid and based on the actual daily unused amount of the Credit Agreement.
16
COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(UNAUDITED)
Borrowings under the Credit Agreement may be used for working capital and other general corporate purposes. The Credit Agreement contains affirmative, negative and financial covenants, which are customary for facilities of this type, including with respect to leverage and interest coverage, limitations on priority indebtedness, asset dispositions and fundamental corporate changes. As of September 30, 2024, the Company was in compliance with these covenants.
To date, the Company has not drawn upon the credit facility.
11. Commitments and Contingencies
From time to time, the Company is involved in legal matters relating to claims arising in the ordinary course of business. There are currently no such matters pending that the Company believes could have a material adverse effect on its consolidated results of operations, cash flows or financial position.
The Company has committed to invest up to $50.0 million in Cohen & Steers Real Estate Opportunities Fund, L.P. As of September 30, 2024, the Company had funded $28.3 million of this commitment.
In addition, the Company has committed to invest $125.0 million in CNSREIT. As of September 30, 2024, the Company had funded $32.2 million of this commitment.
The timing for funding the remaining portion of the Company's commitments is uncertain.
12. Equity Offering
On April 22, 2024, the Company issued 1,007,057 shares of its common stock through an offering. The net proceeds to the Company, after deducting commissions and estimated offering expenses, were approximately $68.5 million. The offering was completed on April 22, 2024 after the issuance of the shares.
13. Subsequent Events
The Company has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the condensed consolidated financial statements were issued. Other than the items described below and elsewhere in the footnotes, the Company determined that there were no additional subsequent events that require disclosure and/or adjustment.
On November 7, 2024, the Company declared a quarterly dividend on its common stock in the amount of $0.59 per share. This dividend will be payable on December 2, 2024 to stockholders of record at the close of business on November 18, 2024.
17
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Set forth on the following pages is management's discussion and analysis of our financial condition and results of operations for the three and nine months ended September 30, 2024 and 2023. Such information should be read in conjunction with our condensed consolidated financial statements and the related notes included herein. The condensed consolidated financial statements of the Company are unaudited. When we use the terms "Cohen & Steers," the "Company," "we," "us," and "our," we mean Cohen & Steers, Inc., a Delaware corporation, and its consolidated subsidiaries.
Executive Overview
General
We are a global investment manager specializing in real assets and alternative income, including listed and private real estate, preferred securities, infrastructure, resource equities, commodities, as well as multi-strategy solutions. Founded in 1986, we are headquartered in New York City, with offices in London, Dublin, Hong Kong, Tokyo and Singapore.
Our primary investment strategies include U.S. real estate, preferred securities, including low duration preferred securities, private real estate solutions, global/international real estate, global listed infrastructure, real assets multi-strategy, and global natural resource equities. Our strategies seek to achieve a variety of investment objectives for different risk profiles and are actively managed by specialist teams of investment professionals who employ fundamental-driven research and portfolio management processes. We offer our strategies through a variety of investment vehicles, including U.S. and non-U.S. registered funds and other commingled vehicles, separate accounts and subadvised portfolios.
Our distribution network encompasses two major channels, wealth and institutional. Our wealth channel includes registered investment advisers, wirehouses, independent and regional broker dealers and bank trusts. Our institutional channel includes sovereign wealth funds, corporate plans, insurance companies and public funds, including defined benefit and defined contribution plans, as well as other financial institutions that access our investment management services directly or through consultants and other intermediaries.
Our revenue from the wealth channel is primarily derived from investment advisory, administration, distribution and service fees from open-end and closed-end funds as well as other commingled vehicles. Our revenue from the institutional channel is derived from fees received from our clients for managing advised and subadvised accounts. Our fees are based on contractually specified rates applied to the value of the assets we manage and, in certain cases, may include a performance-based fee. Our revenue fluctuates with changes in the total value of our assets under management, which may occur as a result of market appreciation and depreciation, contributions to or withdrawals from investor accounts and distributions. This revenue is recognized over the period that the assets are managed.
18
Assets Under Management
By Investment Vehicle
(in millions)
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2024 2023 2024 2023
Open-end Funds
Assets under management, beginning of period $ 37,451 $ 36,209 $ 37,032 $ 36,903
Inflows 4,097 2,412 10,335 8,668
Outflows (2,924) (2,772) (8,694) (9,841)
Net inflows (outflows) 1,173 (360) 1,641 (1,173)
Market appreciation (depreciation) 4,618 (1,916) 5,189 (1,012)
Distributions (263) (262) (883) (887)
Transfers - - - (160)
Total increase (decrease) 5,528 (2,538) 5,947 (3,232)
Assets under management, end of period $ 42,979 $ 33,671 $ 42,979 $ 33,671
Percentage of total assets under management 46.8 % 44.8 % 46.8 % 44.8 %
Average assets under management $ 40,130 $ 35,878 $ 38,013 $ 36,739
Institutional Accounts
Assets under management, beginning of period $ 32,222 $ 33,275 $ 35,028 $ 32,373
Inflows 1,221 925 2,772 2,310
Outflows (1,113) (614) (5,454) (2,123)
Net inflows (outflows) 108 311 (2,682) 187
Market appreciation (depreciation) 4,736 (2,182) 5,075 (798)
Distributions (174) (188) (529) (706)
Transfers - - - 160
Total increase (decrease) 4,670 (2,059) 1,864 (1,157)
Assets under management, end of period $ 36,892 $ 31,216 $ 36,892 $ 31,216
Percentage of total assets under management 40.2 % 41.5 % 40.2 % 41.5 %
Average assets under management $ 34,594 $ 33,304 $ 32,858 $ 33,136
Closed-end Funds
Assets under management, beginning of period $ 11,036 $ 10,929 $ 11,076 $ 11,149
Inflows 3 3 10 16
Outflows - (1) - (86)
Net inflows (outflows) 3 2 10 (70)
Market appreciation (depreciation) 1,024 (506) 1,285 (346)
Distributions (154) (154) (462) (462)
Total increase (decrease) 873 (658) 833 (878)
Assets under management, end of period
$ 11,909 $ 10,271 $ 11,909 $ 10,271
Percentage of total assets under management 13.0 % 13.7 % 13.0 % 13.7 %
Average assets under management $ 11,503 $ 10,784 $ 11,148 $ 10,981
Total
Assets under management, beginning of period $ 80,709 $ 80,413 $ 83,136 $ 80,425
Inflows 5,321 3,340 13,117 10,994
Outflows (4,037) (3,387) (14,148) (12,050)
Net inflows (outflows) 1,284 (47) (1,031) (1,056)
Market appreciation (depreciation) 10,378 (4,604) 11,549 (2,156)
Distributions (591) (604) (1,874) (2,055)
Total increase (decrease) 11,071 (5,255) 8,644 (5,267)
Assets under management, end of period $ 91,780 $ 75,158 $ 91,780 $ 75,158
Average assets under management $ 86,227 $ 79,966 $ 82,019 $ 80,856
19
Assets Under Management - Institutional Accounts
By Investment Vehicle - Institutional Accounts
(in millions)
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2024 2023 2024 2023
Advisory
Assets under management, beginning of period $ 18,367 $ 18,824 $ 20,264 $ 18,631
Inflows 490 502 1,590 1,006
Outflows (481) (312) (3,703) (1,429)
Net inflows (outflows) 9 190 (2,113) (423)
Market appreciation (depreciation) 2,606 (1,110) 2,831 (464)
Transfers - - - 160
Total increase (decrease) 2,615 (920) 718 (727)
Assets under management, end of period $ 20,982 $ 17,904 $ 20,982 $ 17,904
Percentage of institutional assets under management 56.9 % 57.4 % 56.9 % 57.4 %
Average assets under management $ 19,724 $ 18,958 $ 18,588 $ 18,894
Japan Subadvisory
Assets under management, beginning of period $ 8,309 $ 8,960 $ 9,026 $ 8,376
Inflows 124 114 192 782
Outflows (156) (116) (722) (264)
Net inflows (outflows) (32) (2) (530) 518
Market appreciation (depreciation) 1,262 (680) 1,398 (98)
Distributions (174) (188) (529) (706)
Total increase (decrease) 1,056 (870) 339 (286)
Assets under management, end of period $ 9,365 $ 8,090 $ 9,365 $ 8,090
Percentage of institutional assets under management 25.4 % 25.9 % 25.4 % 25.9 %
Average assets under management $ 8,879 $ 8,810 $ 8,562 $ 8,734
Subadvisory Excluding Japan
Assets under management, beginning of period $ 5,546 $ 5,491 $ 5,738 $ 5,366
Inflows 607 309 990 522
Outflows (476) (186) (1,029) (430)
Net inflows (outflows) 131 123 (39) 92
Market appreciation (depreciation) 868 (392) 846 (236)
Total increase (decrease) 999 (269) 807 (144)
Assets under management, end of period $ 6,545 $ 5,222 $ 6,545 $ 5,222
Percentage of institutional assets under management 17.7 % 16.7 % 17.7 % 16.7 %
Average assets under management $ 5,991 $ 5,536 $ 5,708 $ 5,508
Total Institutional Accounts
Assets under management, beginning of period $ 32,222 $ 33,275 $ 35,028 $ 32,373
Inflows 1,221 925 2,772 2,310
Outflows (1,113) (614) (5,454) (2,123)
Net inflows (outflows) 108 311 (2,682) 187
Market appreciation (depreciation) 4,736 (2,182) 5,075 (798)
Distributions (174) (188) (529) (706)
Transfers - - - 160
Total increase (decrease) 4,670 (2,059) 1,864 (1,157)
Assets under management, end of period $ 36,892 $ 31,216 $ 36,892 $ 31,216
Average assets under management $ 34,594 $ 33,304 $ 32,858 $ 33,136
20
Assets Under Management
By Investment Strategy
(in millions)
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2024 2023 2024 2023
U.S. Real Estate
Assets under management, beginning of period $ 38,717 $ 36,948 $ 38,550 $ 35,108
Inflows 3,073 1,493 7,158 5,140
Outflows (1,781) (1,312) (5,354) (4,411)
Net inflows (outflows) 1,292 181 1,804 729
Market appreciation (depreciation) 6,028 (3,056) 6,401 (939)
Distributions (349) (359) (1,072) (1,252)
Transfers (3) 5 2 73
Total increase (decrease) 6,968 (3,229) 7,135 (1,389)
Assets under management, end of period $ 45,685 $ 33,719 $ 45,685 $ 33,719
Percentage of total assets under management 49.8 % 44.9 % 49.8 % 44.9 %
Average assets under management $ 42,197 $ 36,494 $ 39,150 $ 36,352
Preferred Securities
Assets under management, beginning of period $ 18,094 $ 18,009 $ 18,164 $ 19,767
Inflows 1,120 1,011 3,176 3,706
Outflows (1,114) (1,327) (3,637) (5,259)
Net inflows (outflows) 6 (316) (461) (1,553)
Market appreciation (depreciation) 1,004 56 1,767 (88)
Distributions (178) (183) (538) (562)
Transfers 3 (5) (3) (3)
Total increase (decrease) 835 (448) 765 (2,206)
Assets under management, end of period $ 18,929 $ 17,561 $ 18,929 $ 17,561
Percentage of total assets under management 20.6 % 23.4 % 20.6 % 23.4 %
Average assets under management $ 18,449 $ 18,027 $ 18,388 $ 18,756
Global/International Real Estate
Assets under management, beginning of period $ 13,064 $ 14,838 $ 15,789 $ 14,782
Inflows 729 531 1,759 1,172
Outflows (836) (359) (4,207) (1,234)
Net inflows (outflows) (107) 172 (2,448) (62)
Market appreciation (depreciation) 2,038 (899) 1,718 (491)
Distributions (9) (8) (74) (56)
Transfers - - 1 (70)
Total increase (decrease) 1,922 (735) (803) (679)
Assets under management, end of period $ 14,986 $ 14,103 $ 14,986 $ 14,103
Percentage of total assets under management 16.3 % 18.8 % 16.3 % 18.8 %
Average assets under management $ 14,112 $ 15,022 $ 13,572 $ 15,069
21
Assets Under Management
By Investment Strategy
(in millions)
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2024 2023 2024 2023
Global Listed Infrastructure
Assets under management, beginning of period $ 8,446 $ 8,379 $ 8,356 $ 8,596
Inflows 193 95 421 309
Outflows (188) (175) (486) (549)
Net inflows (outflows) 5 (80) (65) (240)
Market appreciation (depreciation) 1,130 (671) 1,396 (624)
Distributions (46) (46) (152) (150)
Total increase (decrease) 1,089 (797) 1,179 (1,014)
Assets under management, end of period $ 9,535 $ 7,582 $ 9,535 $ 7,582
Percentage of total assets under management 10.4 % 10.1 % 10.4 % 10.1 %
Average assets under management $ 8,995 $ 8,157 $ 8,541 $ 8,438
Other
Assets under management, beginning of period $ 2,388 $ 2,239 $ 2,277 $ 2,172
Inflows 206 210 603 667
Outflows (118) (214) (464) (597)
Net inflows (outflows) 88 (4) 139 70
Market appreciation (depreciation) 178 (34) 267 (14)
Distributions (9) (8) (38) (35)
Total increase (decrease) 257 (46) 368 21
Assets under management, end of period $ 2,645 $ 2,193 $ 2,645 $ 2,193
Percentage of total assets under management 2.9 % 2.9 % 2.9 % 2.9 %
Average assets under management $ 2,474 $ 2,266 $ 2,368 $ 2,241
Total
Assets under management, beginning of period $ 80,709 $ 80,413 $ 83,136 $ 80,425
Inflows 5,321 3,340 13,117 10,994
Outflows (4,037) (3,387) (14,148) (12,050)
Net inflows (outflows) 1,284 (47) (1,031) (1,056)
Market appreciation (depreciation) 10,378 (4,604) 11,549 (2,156)
Distributions (591) (604) (1,874) (2,055)
Total increase (decrease) 11,071 (5,255) 8,644 (5,267)
Assets under management, end of period $ 91,780 $ 75,158 $ 91,780 $ 75,158
Average assets under management $ 86,227 $ 79,966 $ 82,019 $ 80,856
22
Investment Performance at September 30, 2024
_________________________
(1) Past performance is no guarantee of future results. Outperformance is determined by comparing the annualized investment performance of each investment strategy to the performance of specified reference benchmarks. Investment performance in excess of the performance of the benchmark is considered outperformance. The investment performance calculation of each investment strategy is based on all active accounts and investment models pursuing similar investment objectives. For accounts, actual investment performance is measured gross of fees and net of withholding taxes. For investment models, for which actual investment performance does not exist, the investment performance of a composite of accounts pursuing comparable investment objectives is used as a proxy for actual investment performance. The performance of the specified reference benchmark for each account and investment model is measured net of withholding taxes, where applicable. This is not investment advice and may not be construed as sales or marketing material for any financial product or service sponsored or provided by Cohen & Steers.
(2) © 2024 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Morningstar calculates its ratings based on a risk-adjusted return measure that accounts for variation in a fund's monthly performance (including the effects of sales charges, loads, and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category receive five stars, the next 22.5% receive four stars, the next 35% receive three stars, the next 22.5% receive two stars and the bottom 10% receive one star. Past performance is no guarantee of future results. Based on independent rating by Morningstar, Inc. of investment performance of each Cohen & Steers-sponsored open-end U.S.-registered mutual fund for all share classes for the overall period at September 30, 2024. Overall Morningstar rating is a weighted average based on the 3-year, 5-year and 10-year Morningstar rating. Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages. This is not investment advice and may not be construed as sales or marketing material for any financial product or service sponsored or provided by Cohen & Steers.
Overview
Assets under management at September 30, 2024 increased 22.1% to $91.8 billion from $75.2 billion at September 30, 2023. The increase was due to market appreciation of $21.2 billion, partially offset by net outflows of $2.0 billion and distributions of $2.6 billion. Our organic decay rate for the twelve months ended September 30, 2024 was (2.6%). The organic growth/decay rate represents the ratio of net flows for the period to the beginning assets under management.
Open-end funds
Assets under management in open-end funds at September 30, 2024, which represented 46.8% of total assets under management, increased 27.6% to $43.0 billion from $33.7 billion at September 30, 2023. The change was primarily due to:
•Net inflows of $1.1 billion including $1.4 billion into U.S. real estate, partially offset by net outflows of $190 million from global/international real estate and $108 million from global listed infrastructure
23
•Market appreciation of $9.4 billion including $6.5 billion from U.S. real estate and $1.8 billion from preferred securities
•Distributions of $1.3 billion including $622 million from U.S. real estate and $518 million from preferred securities, of which $982 million was reinvested and included in net flows
Our organic growth rate for open-end funds for the twelve months ended September 30, 2024 was 3.4%.
Institutional accounts
Assets under management in institutional accounts at September 30, 2024, which represented 40.2% of total assets under management, increased 18.2% to $36.9 billion from $31.2 billion at September 30, 2023. The change was primarily due to:
Advisory:
•Net outflows of $2.1 billion including $1.9 billion from global/international real estate
•Market appreciation of $5.2 billion including $1.9 billion from U.S. real estate, $1.8 billion from global/international real estate and $926 million from global listed infrastructure
Our organic decay rate for advisory accounts for the twelve months ended September 30, 2024 was (12.0%).
Japan subadvisory accounts:
•Net outflows of $699 million including $392 million from U.S. real estate and $275 million from global/international real estate
•Market appreciation of $2.7 billion including $2.1 billion from U.S. real estate
•Distributions of $714 million including $668 million from U.S. real estate
Our organic decay rate for Japan subadvisory accounts for the twelve months ended September 30, 2024 was (8.6%).
Subadvisory accounts excluding Japan:
•Net outflows of $267 million including $444 million from global/international real estate, partially offset by net inflows of $207 million into U.S. real estate
•Market appreciation of $1.6 billion including $760 million from global/international real estate and $451 million from U.S. real estate
Our organic decay rate for subadvisory accounts excluding Japan for the twelve months ended September 30, 2024 was (5.1%).
Closed-end funds
Assets under management in closed-end funds at September 30, 2024, which represented 13.0% of total assets under management, increased 15.9% to $11.9 billion from $10.3 billion at September 30, 2023. The change was primarily due to:
•Market appreciation of $2.2 billion
•Distributions of $616 million
24
Summary of Operating Results
(in thousands, except percentages and per share data) Three Months Ended
September 30, 		Nine Months Ended
September 30,
2024 2023 2024 2023
U.S. GAAP
Revenue $ 133,203 $ 123,737 $ 377,634 $ 370,449
Expenses $ 88,330 $ 82,866 $ 254,094 $ 243,838
Operating income $ 44,873 $ 40,871 $ 123,540 $ 126,611
Net income attributable to common stockholders $ 39,668 $ 32,140 $ 105,443 $ 99,232
Diluted earnings per share $ 0.77 $ 0.65 $ 2.08 $ 2.00
Operating margin 33.7% 33.0% 32.7% 34.2%
As Adjusted (1)
Net income attributable to common stockholders $ 39,706 $ 34,772 $ 108,891 $ 107,108
Diluted earnings per share $ 0.77 $ 0.70 $ 2.15 $ 2.16
Operating margin 35.7% 35.5% 35.4% 36.7%
_________________________
(1)Refer to pages 29-30 for reconciliations of U.S. GAAP to as adjusted results.
Three Months Ended September 30, 2024 Compared with Three Months Ended September 30, 2023
Revenue
(in thousands) Three Months Ended
September 30,
2024 2023 $ Change % Change
Investment advisory and administration fees
Open-end funds
$ 66,761 $ 60,239 $ 6,522 10.8 %
Institutional accounts
32,956 31,845 $ 1,111 3.5 %
Closed-end funds
25,680 24,142 $ 1,538 6.4 %
Total 125,397 116,226 $ 9,171 7.9 %
Distribution and service fees 7,244 7,014 $ 230 3.3 %
Other 562 497 $ 65 13.1 %
Total revenue $ 133,203 $ 123,737 $ 9,466 7.7 %
Total investment advisory and administration fees from open-end funds compared with average assets under management implied an annualized effective fee rate of 66.2 bps and 66.6 bps for the three months ended September 30, 2024 and 2023, respectively.
Total investment advisory fees from institutional accounts compared with average assets under management implied an annualized effective fee rate of 37.9 bps for both the three months ended September 30, 2024 and 2023.
Total investment advisory and administration fees from closed-end funds compared with average assets under management implied an annualized effective fee rate of 88.8 bps for both the three months ended September 30, 2024 and 2023.
Distribution and service fees increased from the three months ended September 30, 2023 primarily due to higher average assets under management in U.S. open-end funds.
25
Expenses
(in thousands) Three Months Ended
September 30,
2024 2023 $ Change % Change
Employee compensation and benefits $ 56,376 $ 52,830 $ 3,546 6.7 %
Distribution and service fees 14,739 13,689 $ 1,050 7.7 %
General and administrative 14,874 15,546 $ (672) (4.3 %)
Depreciation and amortization 2,341 801 $ 1,540 192.3 %
Total expenses $ 88,330 $ 82,866 $ 5,464 6.6 %
Employee compensation and benefits increased from the three months ended September 30, 2023 primarily due to higher amortization of restricted stock units of $2.3 million including $2.0 million of accelerated vesting of certain restricted stock units, and an increase in salaries of $621,000.
Distribution and service fees increased from the three months ended September 30, 2023 primarily due to higher average assets under management in U.S. open-end funds.
General and administrative expenses decreased from the three months ended September 30, 2023 primarily due to lower rent expense of $2.3 million related to the expiration of the lease for the Company's prior headquarters in January 2024. The three months ended September 30, 2023 also included $1.4 million of reduced projected costs associated with the implementation of the Company's trade order management system to reflect the actual amount paid.
Depreciation and amortization increased from the three months ended September 30, 2023 primarily due to depreciation and amortization of fixed assets and leasehold improvements associated with the Company's current headquarters that were placed in service in December 2023.
Operating Margin
Operating margin for the three months ended September 30, 2024 increased to 33.7% from 33.0% for the three months ended September 30, 2023. Operating margin represents the ratio of operating income to revenue.
Non-operating Income (Loss)
(in thousands) Three Months Ended
September 30, 2024
Consolidated
Investment Vehicles 		Corporate
Seed Investments 		Corporate Other Total
Interest and dividend income $ 610 $ 1,410 $ 3,400 $ 5,420
Gain (loss) from investments-net
21,202 3,099 (5,326) 18,975
Foreign currency gain (loss)-net (30) (68) (1,594) (1,692)
Total non-operating income (loss) 21,782 4,441 (3,520) 22,703
Net (income) loss attributable to noncontrolling interests (15,615) - - (15,615)
Non-operating income (loss) attributable to the Company $ 6,167 $ 4,441 $ (3,520) $ 7,088
(in thousands) Three Months Ended
September 30, 2023
Consolidated
Investment Vehicles 		Corporate
Seed Investments 		Corporate Other Total
Interest and dividend income $ 705 $ 822 $ 2,236 $ 3,763
Gain (loss) from investments-net
(11,436) (767) 2,147 (10,056)
Foreign currency gain (loss)-net (119) (19) 1,272 1,134
Total non-operating income (loss) (10,850) 36 5,655 (5,159)
Net (income) loss attributable to noncontrolling interests 6,971 - - 6,971
Non-operating income (loss) attributable to the Company $ (3,879) $ 36 $ 5,655 $ 1,812
26
A reconciliation of the Company's statutory federal income tax rate to the effective income tax rate is summarized in the following table:
Three Months Ended
September 30,
2024 2023
U.S. statutory tax rate 21.0 % 21.0 %
State and local income taxes, net of federal benefit 2.5 3.1
Valuation allowance (1.4) (0.5)
Non-deductible executive compensation 1.2 1.5
Other 0.4 (0.4)
Effective income tax rate 23.7 % 24.7 %
Nine Months Ended September 30, 2024 Compared with Nine Months Ended September 30, 2023
Revenue
(in thousands) Nine Months Ended
September 30,
2024 2023 $ Change % Change
Investment advisory and administration fees
Open-end funds
$ 187,849 $ 181,821 $ 6,028 3.3 %
Institutional accounts
93,487 92,640 $ 847 0.9 %
Closed-end funds
73,983 72,917 $ 1,066 1.5 %
Total 355,319 347,378 $ 7,941 2.3 %
Distribution and service fees 20,692 21,553 $ (861) (4.0) %
Other 1,623 1,518 $ 105 6.9 %
Total revenue $ 377,634 $ 370,449 $ 7,185 1.9 %
Total investment advisory and administration fees from open-end funds compared with average assets under management implied an annualized effective fee rate of 66.0 bps and 66.2 bps for the nine months ended September 30, 2024 and 2023, respectively.
Total investment advisory fees from institutional accounts compared with average assets under management implied an annualized effective fee rate of 38.0 bps and 37.4 bps for the nine months ended September 30, 2024 and 2023, respectively.
Total investment advisory and administration fees from closed-end funds compared with average assets under management implied an annualized effective fee rate of 88.6 bps and 88.8 bps for the nine months ended September 30, 2024 and 2023, respectively.
Distribution and service fees decreased from the nine months ended September 30, 2023, primarily due to a shift in the composition of assets under management.
Expenses
(in thousands) Nine Months Ended
September 30,
2024 2023 $ Change % Change
Employee compensation and benefits $ 161,476 $ 150,580 $ 10,896 7.2 %
Distribution and service fees 41,404 41,234 $ 170 0.4 %
General and administrative 44,351 49,396 $ (5,045) (10.2) %
Depreciation and amortization 6,863 2,628 $ 4,235 161.1 %
Total expenses $ 254,094 $ 243,838 $ 10,256 4.2 %
Employee compensation and benefits increased from the nine months ended September 30, 2023 primarily due to higher amortization of restricted stock units of $8.3 million including $6.3 million of accelerated vesting of certain restricted stock units, and an increase in salaries of $2.3 million.
27
General and administrative expenses decreased from the nine months ended September 30, 2023 primarily due to lower rent expense of $6.2 million related to the expiration of the lease for the Company's prior headquarters in January 2024. The nine months ended September 30, 2023 also included $1.4 million of reduced projected costs associated with the implementation of the Company's trade order management system to reflect the actual amount paid.
Depreciation and amortization increased from the nine months ended September 30, 2023 primarily due to depreciation and amortization of fixed assets and leasehold improvements associated with the Company's current headquarters that were placed in service in December 2023.
Operating Margin
Operating margin for the nine months ended September 30, 2024 decreased to 32.7% from 34.2% for the nine months ended September 30, 2023.
Non-operating Income (Loss)
(in thousands) Nine Months Ended
September 30, 2024
Consolidated
Investment Vehicles 		Corporate
Seed Investments 		Corporate Other Total
Interest and dividend income $ 2,800 $ 3,514 $ 8,082 $ 14,396
Gain (loss) from investments-net
18,499 5,034 (5,592) 17,941
Foreign currency gain (loss)-net (545) (48) (1,448) (2,041)
Total non-operating income (loss) 20,754 8,500 1,042 30,296
Net (income) loss attributable to noncontrolling interests (14,331) - - (14,331)
Non-operating income (loss) attributable to the Company $ 6,423 $ 8,500 $ 1,042 $ 15,965
(in thousands) Nine Months Ended
September 30, 2023
Consolidated
Investment Vehicles 		Corporate
Seed Investments 		Corporate Other Total
Interest and dividend income $ 2,639 $ 2,604 $ 5,164 $ 10,407
Gain (loss) from investments-net
(11,430) (697) 2,119 (10,008)
Foreign currency gain (loss)-net (166) 6 (1,116) (1,276)
Total non-operating income (loss) (8,957) 1,913 6,167 (877)
Net (income) loss attributable to noncontrolling interests 5,260 - - 5,260
Non-operating income (loss) attributable to the Company $ (3,697) $ 1,913 $ 6,167 $ 4,383
Income Taxes
A reconciliation of the Company's statutory federal income tax rate to the effective income tax rate is summarized in the following table:
Nine Months Ended
September 30,
2024 2023
U.S. statutory tax rate 21.0 % 21.0 %
State and local income taxes, net of federal benefit 2.8 3.1
Non-deductible executive compensation 1.2 2.0
Valuation allowance (0.7) (0.2)
Excess tax benefits related to the vesting and delivery of restricted stock units (0.2) (1.6)
Other 0.3 (0.1)
Effective income tax rate 24.4 % 24.2 %
28
Reconciliations of U.S. GAAP to As Adjusted Financial Results
Management believes that use of the following as adjusted (non-GAAP) financial results provides greater transparency into the Company's operating performance. In addition, these as adjusted financial results are used to prepare the Company's internal management reports which are used in evaluating its business.
While management believes that these as adjusted financial results are useful in evaluating operating performance, this information should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with U.S. GAAP.
Net Income Attributable to Common Stockholders and Diluted Earnings per Share
Three Months Ended
September 30, 		Nine Months Ended
September 30,
(in thousands, except per share data) 2024 2023 2024 2023
Net income attributable to common stockholders, U.S. GAAP $ 39,668 $ 32,140 $ 105,443 $ 99,232
Seed investments-net (1)
(3,458) 2,900 (4,545) 3,903
Accelerated vesting of restricted stock units
2,336 327 7,043 680
Other non-recurring expenses (2)
- - 1,196 -
Lease transition and other costs - 280 Park Avenue(3)
- 2,321 807 7,262
Foreign currency exchange (gains) losses-net (4)
2,191 (1,713) 1,765 450
Tax adjustments-net (5)
(1,031) (1,203) (2,818) (4,419)
Net income attributable to common stockholders, as adjusted $ 39,706 $ 34,772 $ 108,891 $ 107,108
Diluted weighted average shares outstanding 51,428 49,617 50,681 49,495
Diluted earnings per share, U.S. GAAP $ 0.77 $ 0.65 $ 2.08 $ 2.00
Seed investments-net (1)
(0.07) 0.06 (0.09) 0.08
Accelerated vesting of restricted stock units
0.05 0.01 0.14 0.01
Other non-recurring expenses (2)
- - 0.02 -
Lease transition and other costs - 280 Park Avenue(3)
- 0.05 0.02 0.15
Foreign currency exchange (gains) losses-net (4)
0.04 (0.04) 0.03 0.01
Tax adjustments-net (5)
(0.02) (0.03) (0.05) (0.09)
Diluted earnings per share, as adjusted $ 0.77 $ 0.70 $ 2.15 $ 2.16
_________________________
* Amounts round to less than $0.01 per share.
(1)Represents the impact of consolidated investment vehicles and the net effect of corporate seed performance.
(2)Represents the impact of incremental expenses associated with the separation of certain employees.
(3)Represents the impact of lease and other expenses related to the Company's prior headquarters, for which the lease expired in January 2024. From a GAAP perspective, the Company recognized lease expense on both its prior and current headquarters as a result of overlapping lease terms.
(4)Represents net foreign currency exchange (gains) losses associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.
(5)Tax adjustments are summarized in the following table:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
(in thousands) 2024 2023 2024 2023
Impact of tax effects associated with items noted above
$ (1,102) $ (1,211) $ (2,647) $ (3,243)
Impact of discrete tax items
71 8 (171) (1,176)
Total tax adjustments
$ (1,031) $ (1,203) $ (2,818) $ (4,419)
29
Reconciliations of U.S. GAAP to As Adjusted Financial Results
Revenue, Expenses, Operating Income and Operating Margin
Three Months Ended
September 30, 		Nine Months Ended
September 30,
(in thousands, except percentages) 2024 2023 2024 2023
Revenue, U.S. GAAP $ 133,203 $ 123,737 $ 377,634 $ 370,449
Consolidated investment vehicles
230 (186) 731 (324)
Revenue, as adjusted $ 133,433 $ 123,551 $ 378,365 $ 370,125
Expenses, U.S. GAAP $ 88,330 $ 82,866 $ 254,094 $ 243,838
Consolidated investment vehicles
(184) (532) (540) (1,493)
Accelerated vesting of restricted stock units
(2,336) (327) (7,043) (680)
Other non-recurring expenses (1)
- - (1,196) -
Lease transition and other costs - 280 Park Avenue(2)
- (2,321) (807) (7,262)
Expenses, as adjusted $ 85,810 $ 79,686 $ 244,508 $ 234,403
Operating income, U.S. GAAP $ 44,873 $ 40,871 $ 123,540 $ 126,611
Consolidated investment vehicles
414 346 1,271 1,169
Accelerated vesting of restricted stock units
2,336 327 7,043 680
Other non-recurring expenses (1)
- - 1,196 -
Lease transition and other costs - 280 Park Avenue(2)
- 2,321 807 7,262
Operating income, as adjusted $ 47,623 $ 43,865 $ 133,857 $ 135,722
Operating margin, U.S. GAAP 33.7 % 33.0 % 32.7 % 34.2 %
Operating margin, as adjusted 35.7 % 35.5 % 35.4 % 36.7 %
_________________________
(1)Represents the impact of incremental expenses associated with the separation of certain employees.
(2)Represents the impact of lease and other expenses related to the Company's prior headquarters, for which the lease expired in January 2024. From a GAAP perspective, the Company recognized lease expense on both its prior and current headquarters as a result of overlapping lease terms.
Non-operating Income (Loss)
Three Months Ended
September 30, 		Nine Months Ended
September 30,
(in thousands) 2024 2023 2024 2023
Non-operating income (loss), U.S. GAAP $ 22,703 $ (5,159) $ 30,296 $ (877)
Seed investments-net (1)
(19,487) 9,525 (20,147) 7,994
Foreign currency exchange (gains) losses-net (2)
2,191 (1,713) 1,765 450
Non-operating income (loss), as adjusted $ 5,407 $ 2,653 $ 11,914 $ 7,567
_________________________
(1)Represents the impact of consolidated investment vehicles and the net effect of corporate seed performance.
(2)Represents net foreign currency exchange (gains) losses associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.
30
Changes in Financial Condition, Liquidity and Capital Resources
We seek to maintain a balance sheet that supports our business strategies and provides the appropriate amount of liquidity at all times.
Net Liquid Assets
Our current financial condition is highly liquid and is primarily comprised of cash and cash equivalents, U.S. Treasury securities, liquid seed investments and other current assets. Liquid assets are reduced by current liabilities (together, net liquid assets).
The table below summarizes net liquid assets:
(in thousands) September 30,
2024 		December 31,
2023
Cash and cash equivalents $ 106,474 $ 187,442
U.S. Treasury securities 168,218 59,942
Liquid seed investments-net 73,706 71,375
Other current assets 82,481 73,360
Current liabilities (84,883) (106,603)
Net liquid assets $ 345,996 $ 285,516
Cash and cash equivalents
Cash and cash equivalents are on deposit with major national financial institutions and include short-term, highly liquid investments, which are readily convertible into cash.
U.S. Treasury securities
U.S. Treasury securities, recorded at fair value, are directly issued by the U.S. government and were classified as trading investments.
Liquid seed investments-net
Liquid seed investments, recorded at fair value, are generally traded in active markets on major exchanges and can typically be liquidated within a normal settlement cycle. Liquid seed investments are primarily securities held directly for the purpose of establishing performance track records and the Company's economic interest in certain consolidated investment vehicles which are presented net of noncontrolling interests.
Other current assets
Other current assets primarily represent investment advisory and administration fees receivable. At September 30, 2024, receivables from institutional accounts comprised 48.4% of other current assets, while receivables from open-end and closed-end funds, together, comprised 46.3% of other current assets. We perform a review of our receivables on an ongoing basis to assess collectability and, based on our analysis at September 30, 2024, there was no allowance for uncollectible accounts required.
Current liabilities
Current liabilities included accrued compensation and benefits, distribution and service fees payable, operating lease obligations due within 12 months, certain income taxes payable and certain other liabilities and accrued expenses.
Future liquidity needs
Our business has become more capital intensive. Potential uses of capital range from, among other things, seeding new strategies and investment vehicles, co-investing in private real estate vehicles, funding the upfront costs associated with closed-end fund launches and rights offerings, and making various investments to grow our firm infrastructure as our business scales. In order to provide us with the financial flexibility to pursue these opportunities, we have a $100.0 million senior unsecured revolving credit facility maturing on January 20, 2026. To date, we have not drawn on the credit facility.
31
On April 22, 2024, we issued 1,007,057 shares of common stock through an offering. The net proceeds, after deducting commissions and offering expenses, were approximately $68.5 million. We intend to use the net proceeds for general corporate purposes, including seeding track record strategies and investment vehicles. The offering was completed on April 22, 2024 after the issuance of the shares.
We have committed to invest up to $50.0 million in Cohen & Steers Real Estate Opportunities Fund, L.P. (REOF) of which $21.7 million remained unfunded as of September 30, 2024. In addition, we have committed to invest $125.0 million in Cohen & Steers Income Opportunities REIT, Inc. (CNSREIT) of which $92.8 million remained unfunded as of September 30, 2024. There are contractual restrictions on redemption of our seed investments in REOF and CNSREIT.
Cash flows
Our cash flows generally result from the operating activities of our business, with investment advisory and administration fees being the most significant contributor.
The table below summarizes our cash flows:
Nine Months Ended
September 30,
(in thousands) 2024 2023
Cash Flow Data:
Net cash provided by (used in) operating activities $ 61,862 $ 113,384
Net cash provided by (used in) investing activities (142,822) (128,033)
Net cash provided by (used in) financing activities 5,061 (99,160)
Net increase (decrease) in cash and cash equivalents (75,899) (113,809)
Effect of foreign exchange rate changes on cash and cash equivalents 1,988 724
Cash and cash equivalents, beginning of the period 189,603 248,714
Cash and cash equivalents, end of the period $ 115,692 $ 135,629
Cash and cash equivalents decreased by $75.9 million, excluding the effect of foreign exchange rate changes, for the nine months ended September 30, 2024. Cash flows from operating activities primarily consisted of net income adjusted for certain non-cash items and changes in assets and liabilities. Net cash provided by operating activities was $61.9 million for the nine months ended September 30, 2024. Net cash used in investing activities was $142.8 million, which included net purchases of U.S. Treasury securities held for corporate purposes of $106.8 million and the funding of $32.0 million of our $125.0 million commitment to CNSREIT. Net cash provided by financing activities was $5.1 million, including proceeds from issuance of common stock from offering of $68.5 million and net contributions from noncontrolling interests of $44.5 million, partially offset by dividends paid to stockholders of $89.2 million and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $19.6 million.
Contractual Obligations, Commitments and Contingencies
Contractual Obligations
The Company's material contractual obligations, commitments and contingencies at September 30, 2024 include operating leases, investment commitments, and purchase obligations. As of September 30, 2024, there have been no material changes to our contractual obligations from our Annual Report on Form 10-K for the year ended December 31, 2023 other than the items described below.
Investment Commitments
We have committed to invest up to $50.0 million in REOF. As of September 30, 2024, we had funded $28.3 million of this commitment. In addition, we have committed to invest $125.0 million in CNSREIT. As of September 30, 2024, we had funded $32.2 million of this commitment.
Dividends
Subject to the approval of our board of directors, we anticipate paying dividends. When determining whether to pay a dividend, we take into account general economic and business conditions, our strategic plans, our results of operations and
32
financial condition, cash flow and liquidity, contractual, legal and regulatory restrictions on the payment of dividends, if any, by us and our subsidiaries and such other factors deemed relevant.
On November 7, 2024, we declared a quarterly dividend on our common stock in the amount of $0.59 per share. This dividend will be payable on December 2, 2024 to stockholders of record at the close of business on November 18, 2024.
Critical Accounting Estimates
A complete discussion of our critical accounting estimates is included in Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023. There were no changes to the Company's accounting estimates for the three months ended September 30, 2024.
33
Item 3. Quantitative and Qualitative Disclosures About Market Risk
In the normal course of our business, we are exposed to risk as a result of changes in interest and currency rates,
securities markets and other general economic conditions, including inflation, which may have an adverse impact on the value of our assets under management and our seed investments. The majority of our revenue is derived from investment advisory and administration fees, which are based on average assets under management. Accordingly, where there are changes in the value of the assets we manage as a result of market fluctuations our revenue may change.
The economic environment may also preclude us from increasing the assets we manage in closed-end funds. The
market conditions for these offerings may not be favorable in the future, which could adversely impact our ability to grow
the assets we manage. Depending on market conditions, the closed-end funds we manage may increase or decrease their leverage in order to maintain target leverage ratios, thereby increasing or decreasing the assets we manage and the associated revenue.
Seed Investments
Our seed investments include both liquid and illiquid holdings. Liquid seed investments are generally traded in active markets on major exchanges and can typically be liquidated within a normal settlement cycle. Illiquid seed investments are generally comprised of limited partnership interests in private real estate vehicles and our seed investment in CNSREIT for which there may be contractual restrictions on redemption.
Our seed investments are subject to market risk. We may mitigate this risk by entering into derivative contracts designed to hedge certain portions of our risk. The following table summarizes the effect of a ten percent increase or decrease on the carrying value of our seed investments, which are presented net of noncontrolling interests, if any, as of September 30, 2024 (in thousands):
Carrying
Value
Notional Value - Hedges
Net Carrying Value
Net Carrying Value Assuming a 10% increase
Net Carrying Value Assuming a 10% decrease
Liquid seed investments-net $ 73,706 $ (44,623) $ 29,083 $ 31,991 $ 26,175
Illiquid seed investments-net $ 57,146 $ - $ 57,146 $ 62,861 $ 51,431
Item 4. Controls and Procedures
Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting that occurred during the three months ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Disclosure Controls and Procedures
Under the direction of our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective.
34
PART II-Other Information
Item 1. Legal Proceedings
For information regarding our legal proceedings, see Note 11, Commitments and Contingencies, in the Notes to Condensed Consolidated Financial Statements contained in Part I, Item 1 of this report.
Item 1A. Risk Factors
For a discussion of the potential risks and uncertainties associated with our business, please see Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 (the Form 10-K). There have been no material changes to the risk factors disclosed in Part 1, Item 1A of the Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended September 30, 2024, we made the following purchases of our equity securities that are registered pursuant to Section 12(b) of the Exchange Act.
Period
Total Number of Shares Purchased(1)
Average Price
Paid Per Share 		Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs 		Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans or
Programs
July 1 through July 31, 2024 169 $ 84.39 - -
August 1 through August 31, 2024 612 $ 87.82 - -
September 1 through September 30, 2024 - $ - - -
Total 781 $ 87.08 - -
_________________________
(1)Purchases made to satisfy the income tax withholding obligations of certain employees upon the vesting and delivery of restricted stock units issued under the Company's Amended and Restated Stock Incentive Plan.
Item 5. Other Information
During the three months ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act) adopted, terminated, or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).
35
Item 6. Exhibits
Any agreements or other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and should not be relied upon for that purpose. In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs at the date they were made or at any other time.
Exhibit No. Description
3.1 -
3.2 -
4.1 -
4.2 -
10.1 -
31.1 -
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2 -
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1 -
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
32.2 -
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
101 -
The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 formatted in inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Financial Condition (unaudited), (ii) the Condensed Consolidated Statements of Operations (unaudited), (iii) the Condensed Consolidated Statements of Comprehensive Income (unaudited), (iv) the Condensed Consolidated Statements of Changes in Stockholders' Equity (unaudited), (v) the Condensed Consolidated Statements of Cash Flows (unaudited), and (vi) the Notes to the Condensed Consolidated Financial Statements (unaudited).
104 - Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
_________________________
(1)Incorporated by reference to the Company's Registration Statement on Form S-1, as amended, originally filed with the Securities and Exchange Commission on March 30, 2004.
(2)Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.
(3)Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.
(4)Incorporated by reference to the Company's Current Report on Form 8-K filed on May 9, 2022.
36
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: November 8, 2024 Cohen & Steers, Inc.
/s/ Raja Dakkuri
Name: Raja Dakkuri
Title: Executive Vice President & Chief Financial Officer
Date: November 8, 2024 Cohen & Steers, Inc.
/s/ Elena Dulik
Name: Elena Dulik
Title: Senior Vice President & Chief Accounting Officer
37