Skip to main content

COHEN & STEERS INC

For the period ended Mar 31, 2024. Filed May 3, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2024 · Filed May 3, 2024

CNS$75.07+2.6%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

  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.

  1. Basis of Presentation and Significant Accounting Policies

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.

Recently Adopted Accounting Pronouncements—In June 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2022-03 (ASU), Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The standard clarifies that contractual sale restrictions are not considered in measuring the fair value of equity securities, which would be a change in practice for certain entities. The ASU also indicates that a contractual sale restriction is not a separate unit of account, and requires new disclosures for all entities with equity securities subject to a contractual sale restriction. This new guidance became effective on January 1, 2024. The Company's adoption of this new standard did not have an impact on the Company's condensed consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The standard requires enhanced disclosure of the reportable segments and additional information about a segment’s expenses. This new guidance became effective on January 1, 2024. The Company's adoption of this new standard did not have an impact on the Company's condensed consolidated financial statements.

Accounting Estimates—The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the dates of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Management believes the estimates used in preparing the condensed consolidated financial statements are reasonable and prudent. Actual results could differ from those estimates.

Consolidation of Investment Vehicles—The Company's financial interests in investment vehicles, including the management fees that are received, are evaluated at inception and thereafter, if there is a reconsideration event, in order to determine whether to apply the Variable Interest Entity (VIE) model or the Voting Interest Entity (VOE) model.

A VIE is an entity in which either the equity investment at risk is not sufficient to permit the entity to finance its own activities without additional financial support or the group of holders of the equity investment at risk lack certain characteristics of a controlling financial interest. The primary beneficiary is the entity that has the power to direct the activities of the VIE that most significantly affect its performance, and the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. Subscriptions and redemptions or amendments to the governing documents of the respective entities could affect an entity's status as a VIE or the determination of the primary beneficiary. Limited partnerships and similar entities are determined to be a VIE generally when the Company is the general partner and the limited partners do not hold substantive kick-out or participation rights. The Company assesses whether it is the primary beneficiary of any VIEs identified by evaluating its economic interests in the entity held either directly by the Company and its affiliates or indirectly through employees. VIEs for which the Company is deemed to be the primary beneficiary are consolidated.

Investments that are determined to be VOEs are consolidated when the Company’s ownership interest is greater than 50% of the outstanding voting interests of the vehicle.

The Company records noncontrolling interests in consolidated investment vehicles for which the Company’s ownership is less than 100%.

Cash and Cash Equivalents—Cash and cash equivalents include short-term, highly liquid investments, which are readily convertible into cash.

Due from/to Brokers—The Company, including the consolidated investment vehicles, may transact with brokers for certain investment activities. The clearing and custody operations for these investment activities are performed pursuant to contractual agreements. The due from/to brokers balances represent cash and/or cash collateral balances at brokers/custodians and/or receivables and payables for unsettled securities transactions with brokers/custodians.

Investments—Management of the Company determines the appropriate classification of its investments at the time of purchase and re-evaluates such determination no less than on a quarterly basis. The Company's investments are categorized as follows:

Equity investments at fair value generally represent common stocks, limited partnership interests, master limited partnership interests, preferred securities, non-traded REIT and other seed investments in Company-sponsored vehicles.

Trading investments generally represent U.S. Treasury securities and investment-grade corporate debt securities.

The Company has elected the fair value option for a seed investment that otherwise would have been accounted for using the equity method of accounting. 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, if any, from this seed investment are recorded in interest and dividend income—net in the Company's condensed consolidated statements of operations when earned.

Realized and unrealized gains and losses on the Company's investments are recorded in gain (loss) from investments—net in the Company's condensed consolidated statements of operations.

From time to time, the Company, including the consolidated investment vehicles, may enter into derivative contracts, including options, futures and swaps contracts, to gain exposure to the underlying commodities markets or to economically hedge market risk of the underlying portfolios. Gains and losses on derivative contracts are recorded in gain (loss) from investments—net in the Company's condensed consolidated statements of operations. The fair values of these instruments are recorded in other assets or other liabilities and accrued expenses on the Company's condensed consolidated statements of financial condition.

Additionally, from time to time, the Company, including the consolidated investment vehicles, may enter into forward foreign exchange contracts to economically hedge currency exposure. These instruments are measured at fair value based on the prevailing forward exchange rate with gains and losses recorded in foreign currency gain (loss)—net in the Company’s condensed consolidated statements of operations. The fair values of these contracts are recorded in other assets or other liabilities and accrued expenses on the Company’s condensed consolidated statements of financial condition.

Leases—The Company determines if an arrangement is a lease at inception. The Company has operating leases for corporate offices and certain information technology equipment which are included in operating lease right-of-use (ROU) assets and operating lease liabilities on the Company’s condensed consolidated statements of financial condition.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent obligations to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the net present value of lease payments over the life of the lease and thereafter, are remeasured if there is a change in lease terms. The majority of the Company’s lease agreements do not provide an implicit rate. As a result, the Company used its estimated incremental borrowing rate based on the information available as of the applicable lease commencement date in determining the present value of lease payments. The operating lease ROU assets reflect any upfront lease payments made as well as lease incentives received.

The lease terms may include options to extend or terminate the lease and these are factored into the determination of the ROU asset and lease liability at lease inception when and if it is reasonably certain that the Company will exercise that option. Lease expense for fixed lease payments is recognized on a straight-line basis over the lease term.

The Company has certain lease agreements with non-lease components such as maintenance and executory costs, which are accounted for separately and not included in ROU assets.

ROU assets are tested for impairment whenever changes in facts or circumstances indicate that the carrying amount of an asset may not be recoverable. Modification of a lease term would result in remeasurement of the lease liability and a corresponding adjustment to the ROU asset.

Noncontrolling Interests—Noncontrolling interests consist of nonredeemable and redeemable third-party interests in the Company's consolidated investment vehicles. Noncontrolling interests that are not redeemable at the option of the investors are classified as nonredeemable noncontrolling interests and are included in stockholders’ equity. Noncontrolling interests that are redeemable at the option of the investors are classified as redeemable noncontrolling interests and are not treated as permanent equity. Noncontrolling interests are recorded at fair value which approximates the net asset value at each reporting period.

Investment Advisory and Administration Fees—The Company earns revenue by providing asset management services to institutional accounts, open-end and closed-end funds as well as model-based portfolios. Investment advisory fees are earned pursuant to the terms of investment management agreements and are generally based on a contractual fee rate applied to the average assets under management. The Company also earns administration fees from certain open-end and closed-end funds pursuant to the terms of underlying administration contracts. Administration fees are based on the average daily assets under management of such funds. Investment advisory and administration fee revenue is recognized when earned and is recorded net of any fund reimbursements. The investment advisory and administration contracts each include a single performance obligation as the services provided are not separately identifiable and are accounted for as a series satisfied over time using a time-based method (days elapsed). Additionally, investment advisory and administration fees represent variable consideration, as fees are based on average assets under management which fluctuate daily.

In certain instances, the Company may earn performance fees when specified performance hurdles are met during the performance period. Performance feesare forms of variable consideration and are not recognized until it becomes probable that there will not be a significant reversal of the cumulative revenue recognized.

Distribution and Service Fee Revenue—Distribution and service fee revenue is based on the average daily net assets of certain share classes of U.S. open-end funds. Distribution and service fee revenue is earned daily and is recorded gross of any third-party distribution and service fee expense for applicable share classes.

Distribution fee agreements include a single performance obligation that is satisfied at a point in time when an investor purchases shares in an open-end fund. For all periods presented, a portion of the distribution fee revenue recognized in the period may relate to performance obligations satisfied (or partially satisfied) in prior periods. Service fee agreements include a single performance obligation as the services provided are not separately identifiable and are accounted for as a series satisfied over time using a time-based method (days elapsed). Additionally, distribution and service fees represent variable consideration, as fees are based on average assets under management which fluctuate daily.

Distribution and Service Fee Expense—Distribution and service fee expense includes distribution fees, shareholder servicing fees and intermediary assistance payments.

Distribution fees represent payments made to qualified intermediaries for assistance in connection with the distribution of certain open-end funds' shares and for other expenses such as advertising, printing and distribution of prospectuses to investors. Such amounts may also be used to pay financial intermediaries for services as specified in the terms of written agreements complying with Rule 12b-1 of the Investment Company Act of 1940. Distribution fees are based on average daily net assets under management of certain share classes of certain of the funds.

Shareholder servicing fees represent payments made to qualified intermediaries for shareholder account service and maintenance. These services are provided pursuant to written agreements with such qualified institutions. Shareholder servicing fees are generally based on average daily net assets under management.

Intermediary assistance payments represent payments to qualified intermediaries for activities related to distribution, shareholder servicing as well as marketing and support of certain open-end funds and are incremental to those described above. Intermediary assistance payments are generally based on average daily net assets under management.

Stock-based Compensation—The Company recognizes compensation expense for the grant-date fair value of restricted stock unit awards to certain employees. This expense is recognized over the period during which employees are required to provide service. Forfeitures are recorded as incurred. Any change to the key terms of an employee’s award subsequent to the grant date is evaluated and, if necessary, accounted for as a modification. If the modification results in the remeasurement of the fair value of the award, the remeasured compensation cost is recognized over the remaining service period.

Income Taxes—The Company records the current and deferred tax consequences of all transactions that have been recognized in the condensed consolidated financial statements in accordance with the provisions of the enacted tax laws. Deferred tax assets are recognized for temporary differences that will result in deductible amounts in future years at tax rates that are expected to apply in those years. Deferred tax liabilities are recognized for temporary differences that will result in taxable income in future years at tax rates that are expected to apply in those years. The Company records a valuation allowance, when necessary, to reduce deferred tax assets to an amount that more likely than not will be realized. The effective tax rate for interim periods is based on the Company's best estimate of the effective tax rate expected to be applied to the full fiscal year adjusted for discrete tax items during the period.

The calculation of tax liabilities involves uncertainties in the application of complex tax laws and regulations across the Company's global operations. A tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, on the basis of the technical merits. The Company records potential interest and penalties related to uncertain tax positions in the provision for income taxes in the condensed consolidated statements of operations.

Comprehensive Income—The Company reports all changes in comprehensive income in the condensed consolidated statements of comprehensive income. Comprehensive income generally includes net income or loss attributable to common stockholders and amounts attributable to foreign currency translation gain (loss).

Currency Translation and Transactions—Assets and liabilities of subsidiaries having non-U.S. dollar functional currencies are translated at exchange rates at the applicable condensed consolidated statement of financial condition date. Revenue and expenses of such subsidiaries are translated at average exchange rates during the period. The gains or losses resulting from translating non-U.S. dollar functional currency into U.S. dollars are included in the Company's condensed consolidated statements of comprehensive income. The cumulative translation adjustment was $(8.7) million and $(7.7) million at March 31, 2024 and December 31, 2023, respectively, and was reported within accumulated other comprehensive income (loss) on the condensed consolidated statements of financial condition. Gains or losses resulting from transactions denominated in currencies other than the U.S. dollar within certain foreign subsidiaries and gains and losses arising on revaluation of U.S. dollar-denominated assets and liabilities held by certain foreign subsidiaries are included in foreign currency gain (loss)—net in the Company’s condensed consolidated statements of operations.

Recently Issued Accounting Pronouncements—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 is currently evaluating the impact that the adoption of this new standard will have on the Company's condensed consolidated financial statements.

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 ASC 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 is currently evaluating the impact that the adoption of this new standard will have on the Company's condensed consolidated financial statements.

  1. Revenue

The following tables summarize revenue recognized from contracts with customers by client domicile and by investment vehicle:

Three Months Ended March 31,
(in thousands)20242023
Client domicile:
North America$106,888$109,770
Japan7,7888,119
Europe, Middle East and Africa4,3834,887
Asia Pacific excluding Japan3,6513,306
Total$122,710$126,082
Three Months Ended March 31,
(in thousands)20242023
Investment vehicle:
Open-end funds$68,152$70,568
Institutional accounts30,35230,629
Closed-end funds24,20624,885
Total$122,710$126,082
  1. Investments

The following table summarizes the Company's investments:

(in thousands)March 31,2024December 31, 2023
Equity investments at fair value$195,101$180,958
Trading77,92677,996
Equity method1316
Total investments$273,040$258,970

The following table summarizes gain (loss) from investments—net, including derivative financial instruments, the majority of which are used to economically hedge certain exposures (see Note 6, Derivatives):

Three Months Ended March 31,
(in thousands)20242023
Net realized gains (losses) during the period$(2,226)$(2,330)
Net unrealized gains (losses) during the period on investmentsstill held at the end of the period3,2102,022
Gain (loss) from investments—net (1)$984$(308)

(1) Included gain (loss) attributable to noncontrolling interests.

The following tables summarize the statements of financial condition attributable to the Company's consolidated VIEs:

(in thousands)March 31, 2024December 31, 2023
Assets (1)
Investments$148,102$159,931
Due from brokers13,98113
Other assets416644
Total assets162,499160,588
Liabilities (1)
Due to brokers$17,036$119
Other liabilities and accrued expenses470449
Total liabilities17,506568
Net assets$144,993$160,020
Attributable to the Company$49,102$48,601
Attributable to noncontrolling interests95,891111,419
Net assets$144,993$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.

  1. Fair Value

ASC Topic 820, Fair Value Measurement specifies 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 the three broad levels listed below:

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.

The following tables present fair value measurements:

March 31, 2024
(in thousands)Level 1Level 2Level 3Investments Measured at NAV (1)Total
Cash equivalents$66,217$—$—$—$66,217
Equity investments at fair value:
Common stocks$154,071$704$—$—$154,775
Limited partnership interests——12,8961,17014,066
Master limited partnership interests364———364
Preferred securities1,60164——1,665
Non-Traded REIT—23,860——23,860
Other247——124371
Total$156,283$24,628$12,896$1,294$195,101
Trading investments:
Fixed income$—$77,926$—$—$77,926
Equity method investments$—$—$—$13$13
Total investments$156,283$102,554$12,896$1,307$273,040
Derivatives - assets:
Total return swaps$—$87$—$—$87
Forward contracts - foreign exchange—519——519
Total$—$606$—$—$606
Derivatives - liabilities:
Total return swaps$—$908$—$—$908
Total$—$908$—$—$908

(1) Comprised of certain investments measured at fair value using net asset value (NAV) as a practical expedient.

December 31, 2023
(in thousands)Level 1Level 2Level 3Investments Measured at NAV (1)Total
Cash equivalents$151,915$—$—$—$151,915
Equity investments at fair value:
Common stocks$163,365$697$—$—$164,062
Limited partnership interests——13,2021,22814,430
Master limited partnership interests282———282
Preferred securities1,77562——1,837
Other226——121347
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

(1) Comprised of certain investments measured at fair value using NAV as a practical expedient.

Equity investments at fair value classified as Level 2 included common stocks, the Company's non-traded REIT Cohen & Steers Income Opportunities REIT, Inc. (CNSREIT) and preferred securities, for which quoted prices in active markets are not available. Fair values were generally based on quoted prices for similar instruments in active markets. Effective January 1, 2024, the Company deconsolidated its investment in 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 fair value of the seed investment in CNSREIT was $23.9 million and the Company's ownership interest was 49.8% at March 31, 2024. For the three months ended March 31, 2024, the unrealized gain on the seed investment in CNSREIT, which is included in gain (loss) from investments—net in the Company's condensed consolidated statements of operations, was $71,366.

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 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 as follows:

Equity investments at fair value included:

limited partnership interests in private real estate funds; and

the Company's co-investment in a Cayman trust invested in global listed infrastructure securities (which is included in "Other" in the leveling table).

Equity method investments included the Company's partnership interests in Cohen & Steers Global Realty Partners III-TE, L.P. (GRP-TE) and Cohen & Steers Global Listed Infrastructure Fund L.P. (LPGI). GRP-TE invests in non-registered real estate funds and LPGI invests in global infrastructure securities. The Company's ownership interest in GRP-TE was approximately 0.2% at each of March 31, 2024 and December 31, 2023. The Company's ownership interest in LPGI was approximately 0.01% at each of March 31, 2024 and December 31, 2023.

At March 31, 2024 and December 31, 2023, the Company did not have the ability to redeem its limited partnership interests in private real estate funds or its interest in GRP-TE. There were no contractual restrictions on the Company's ability to redeem its interest in the Cayman trust or LPGI.

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.

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 March 31,
(in thousands)20242023
Balance at beginning of period$13,20210,759
Purchases/contributions4892,892
Unrealized gains (losses)(795)(18)
Balance at end of period$12,896$13,633

Unrealized gains (losses) 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 on a quarterly basis, 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.

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 March 31, 2024(in thousands)Valuation TechniqueUnobservable InputsValue
Limited partnership interests$12,896Discounted cash flowDiscount rate Terminal capitalization rate9.50%7.75%
Transaction price · n/a
Fair Value as of December 31, 2023(in thousands)Valuation TechniqueUnobservable InputsValue
Limited partnership interests$13,202Discounted cash flowDiscount rate Terminal capitalization rate9.25%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.

  1. Derivatives

The following tables summarize the notional amount and fair value of the outstanding derivative financial instruments, none of which were designated in a formal hedging relationship:

As of March 31, 2024
Notional Amount · Fair Value (1)
(in thousands)LongShortAssetsLiabilities
Corporate derivatives:
Total return swaps$2,534$43,018$87$908
Forward contracts - foreign exchange—14,872519—
Total corporate derivatives$2,534$57,890$606$908
As of December 31, 2023
Notional Amount · Fair Value (1)
(in thousands)LongShortAssetsLiabilities
Corporate derivatives:
Total return swaps$2,284$37,933$28$2,488
Forward contracts - foreign exchange—9,641—405
Total corporate derivatives$2,284$47,574$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 forward and swap contracts totaled $2.5 million and $4.5 million at March 31, 2024 and December 31, 2023, respectively.

The following table summarizes net gains (losses) from derivative financial instruments:

Three Months Ended March 31,
(in thousands)20242023
Corporate derivatives:
Total return swaps$(152)$(652)
Forward contracts - foreign exchange924431
Total (1)$772$(221)

(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.

  1. 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 March 31,
(in thousands, except per share data)20242023
Net income$34,414$36,298
Net (income) loss attributable to noncontrolling interests(410)(984)
Net income attributable to common stockholders$34,004$35,314
Basic weighted average shares outstanding49,56949,199
Dilutive potential shares from restricted stock units266203
Diluted weighted average shares outstanding49,83549,402
Basic earnings per share attributable to common stockholders$0.69$0.72
Diluted earnings per share attributable to common stockholders$0.68$0.71
Anti-dilutive common stock equivalents excluded from the calculation1166
  1. 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 and the effective income tax rate is summarized in the following table:

Three Months Ended March 31,
20242023
U.S. statutory tax rate21.0%21.0%
State and local income taxes, net of federal benefit2.93.1
Non-deductible executive compensation0.93.0
Excess tax benefits related to the vesting and delivery of restricted stock units(0.6)(4.6)
Valuation allowance on corporate seed investments(0.2)—
Unrecognized tax benefit adjustments—0.2
Other0.3(0.2)
Effective income tax rate24.3%22.5%
  1. 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 the Company earned from these affiliated funds:

Three Months Ended March 31,
(in thousands)20242023
Investment advisory and administration fees (1)$82,960$85,499
Distribution and service fees6,8177,562
Total$89,777$93,061

(1)Investment advisory and administration fees are reflected net of fund reimbursements of $3.9 million and $4.6 million for the three months ended March 31, 2024 and 2023, respectively.

Included in accounts receivable at March 31, 2024 and December 31, 2023 are receivables due from Company-sponsored funds, which are generally collectible the next business day, of $34.6 million and $32.5 million, respectively. Included in accounts payable at March 31, 2024 and December 31, 2023 are payables due to Company-sponsored funds of $0.2 million and $1.9 million, respectively.

Included in other assets at March 31, 2024 and December 31, 2023 is an advance to CNSREIT of $7.5 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. At March 31, 2024 and December 31, 2023, the Company determined the advance to be collectible.

See discussion of commitments to Company-sponsored vehicles in Note 11.

  1. 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.

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 March 31, 2024, the Company was in compliance with these covenants.

To date, the Company has not drawn upon the credit agreement.

  1. 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 March 31, 2024, the Company had funded $21.7 million of this commitment. On May 1, 2024, the Company funded an additional $6.6 million of this commitment.

In addition, the Company has committed to invest up to $125.0 million in CNSREIT. As of March 31, 2024, the Company had funded $23.8 million of this commitment.

The timing for funding the remaining portion of the Company's commitments is uncertain.

  1. Concentration of Credit Risk

The Company's cash and cash equivalents are principally on deposit with major national financial institutions and are subject to credit risk should these financial institutions be unable to fulfill their obligations. The Company limits its exposure to such credit risks by diversifying its cash and cash equivalents among several highly rated national financial institutions.

  1. 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, the Company determined that there were no additional subsequent events that require disclosure and/or adjustment.

On April 22, 2024, the Company issued 1,007,057 shares of its common stock through an “at-the-market” equity offering program (the ATM Program). The net proceeds to the Company, after deducting commissions and estimated offering expenses, were approximately $68.4 million. The Company will not offer or sell any additional shares of its common stock under the ATM Program and has terminated the program effective April 22, 2024.

On May 2, 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 May 23, 2024 to stockholders of record at the close of business on May 13, 2024.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.