________________________________________________________
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 March 31, 2025
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
________________
(Exact Name of Registrant as Specified in its Charter)
________________
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||
(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 | |||||||||||||||
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.
| ☒ | 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 April 30, 2025 was 50,979,157 .
COHEN & STEERS, INC. AND SUBSIDIARIES
Form 10-Q
Index
| Page | ||||||||
| Part I. | Financial Information | |||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Part II. | Other Information * | |||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
* 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, 2024 (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 a 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)
| March 31, 2025 | December 31, 2024 | ||||||||||
| Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Investments ($ | |||||||||||
| Accounts receivable | |||||||||||
Due from brokers ($ | |||||||||||
| Property and equipment—net | |||||||||||
| Operating lease right-of-use assets—net | |||||||||||
| Goodwill and intangible assets—net | |||||||||||
Other assets ($ | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities: | |||||||||||
| Accrued compensation and benefits | $ | $ | |||||||||
| Distribution and service fees payable | |||||||||||
| Operating lease liabilities | |||||||||||
| Income tax payable | |||||||||||
Due to brokers ($ | |||||||||||
Other liabilities and accrued expenses ($ | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (See Note 11) | |||||||||||
| Redeemable noncontrolling interests | |||||||||||
| Stockholders’ equity: | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock, at cost, | ( | ( | |||||||||
| Total stockholders’ equity attributable to Cohen & Steers, Inc. | |||||||||||
| Nonredeemable noncontrolling interests | |||||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities, redeemable noncontrolling interests and stockholders’ equity | $ | $ | |||||||||
_________________________
(1) Amounts in parentheses represent the aggregate balances at March 31, 2025 and December 31, 2024 attributable to variable interest entities (VIEs) 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 March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Revenue: | |||||||||||
| Investment advisory and administration fees | $ | $ | |||||||||
| Distribution and service fees | |||||||||||
| Other | |||||||||||
| Total revenue | |||||||||||
| Expenses: | |||||||||||
| Employee compensation and benefits | |||||||||||
| Distribution and service fees | |||||||||||
| General and administrative | |||||||||||
| Depreciation and amortization | |||||||||||
| Total expenses | |||||||||||
| Operating income | |||||||||||
| Non-operating income (loss): | |||||||||||
| Interest and dividend income | |||||||||||
| Gain (loss) from investments—net | |||||||||||
| Foreign currency gain (loss)—net | ( | ||||||||||
| Total non-operating income (loss) | |||||||||||
| Income before provision for income taxes | |||||||||||
| Provision for income taxes | |||||||||||
| Net income | |||||||||||
| Net (income) loss attributable to noncontrolling interests | ( | ( | |||||||||
| Net income attributable to common stockholders | $ | $ | |||||||||
| Earnings per share attributable to common stockholders: | |||||||||||
| Basic | $ | $ | |||||||||
| Diluted | $ | $ | |||||||||
| Weighted average shares outstanding: | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
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 March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net income | $ | $ | |||||||||
| Net (income) loss attributable to noncontrolling interests | ( | ( | |||||||||
| Net income attributable to common stockholders | |||||||||||
| Other comprehensive income (loss): | |||||||||||
| Foreign currency translation gain (loss) | ( | ||||||||||
| Total comprehensive income attributable to common stockholders | $ | $ | |||||||||
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 March 31, 2025 | ||||||||||||||||||||||||||
| 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, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||
Dividends ($ | — | — | ( | — | — | — | ( | — | ||||||||||||||||||
| Issuance of common stock | — | — | — | — | ||||||||||||||||||||||
| Repurchase of common stock | — | — | — | — | ( | — | ( | — | ||||||||||||||||||
| Issuance of restricted stock units—net | — | — | — | — | — | — | ||||||||||||||||||||
| Amortization of restricted stock units—net | — | — | — | — | — | — | ||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | |||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | — | ||||||||||||||||||||
| Net contributions (distributions) attributable to noncontrolling interests | — | — | — | — | — | |||||||||||||||||||||
| March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||
Three Months Ended March 31, 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 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||
Dividends ($ | — | — | ( | — | — | — | ( | — | ||||||||||||||||||
| Issuance of common stock | — | — | — | — | — | |||||||||||||||||||||
| Repurchase of common stock | — | — | — | — | ( | — | ( | — | ||||||||||||||||||
| Issuance of restricted stock units—net | — | — | — | — | — | — | ||||||||||||||||||||
| Amortization of restricted stock units—net | — | — | — | — | — | — | ||||||||||||||||||||
| Net income (loss) | — | — | — | — | ||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | ( | — | — | ( | — | ||||||||||||||||||
| Net contributions (distributions) attributable to noncontrolling interests | — | — | — | — | — | ( | ||||||||||||||||||||
| March 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||
See notes to condensed consolidated financial statements
4
COHEN & STEERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||||||
| Stock-based compensation expense—net | |||||||||||
| Depreciation and amortization | |||||||||||
| Non-cash lease expense | |||||||||||
| Amortization (accretion) of premium (discount) on U.S. Treasury securities | ( | ||||||||||
| (Gain) loss from investments—net | ( | ( | |||||||||
| Deferred income taxes | |||||||||||
| Foreign currency (gain) loss | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Due from brokers | ( | ( | |||||||||
| Investments in consolidated funds | ( | ||||||||||
| Other assets | ( | ( | |||||||||
| Accrued compensation and benefits | ( | ( | |||||||||
| Distribution and service fees payable | ( | ( | |||||||||
| Operating lease liabilities | ( | ||||||||||
| Due to brokers | |||||||||||
| Income tax payable | |||||||||||
| Other liabilities and accrued expenses | ( | ||||||||||
| Net cash provided by (used in) operating activities | ( | ||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of investments | ( | ( | |||||||||
| Proceeds from sales and maturities of investments | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of common stock under employee stock purchase plan | |||||||||||
| Repurchase of common stock for employee tax withholding | ( | ( | |||||||||
| Dividends to stockholders | ( | ( | |||||||||
| Net contributions (distributions) from noncontrolling interests | ( | ||||||||||
| Other | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | ( | ( | |||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ( | |||||||||
| Effect of foreign exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents, beginning of the period | |||||||||||
| Cash and cash equivalents, end of the period | $ | $ | |||||||||
See notes to condensed consolidated financial statements
5
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 March 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
Cash and cash equivalents | $ | $ | |||||||||
Cash included in investments (1) | |||||||||||
Total cash and cash equivalents within condensed consolidated statements of cash flows | $ | $ | |||||||||
________________________
(1) Cash included in investments represents operating cash held in consolidated funds.
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 $0.7 million and $0.9 million for the three months ended March 31, 2025 and 2024, respectively.
During the first quarter of 2025, the Company's consolidated exchange-traded funds received non-cash in-kind subscriptions of $20.1 million.
6
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
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, 2024. The Company’s significant accounting policies, which have been consistently applied, are summarized in its Form 10-K.
Recently Adopted Accounting Pronouncements—In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2023-09 (ASU), 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 became effective on January 1, 2025. The Company's adoption of this new standard did not have a material impact 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 became effective on January 1, 2025. The Company's adoption of this new standard did not have an impact on the Company's condensed consolidated financial statements and related disclosures.
New Accounting Pronouncements Not Yet Implemented—In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This new guidance will be effective on January 1, 2027 for annual reporting and January 1, 2028 for interim reporting. The Company is currently evaluating the impact that the adoption of this new standard will have on the Company's condensed consolidated financial statements and related disclosures.
7
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 March 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Client domicile: | |||||||||||
| North America | $ | $ | |||||||||
| Japan | |||||||||||
| Europe, Middle East and Africa | |||||||||||
| Asia Pacific excluding Japan | |||||||||||
| Total | $ | $ | |||||||||
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Investment vehicle: | |||||||||||
| Open-end funds | $ | $ | |||||||||
| Institutional accounts | |||||||||||
| Closed-end funds | |||||||||||
| Total | $ | $ | |||||||||
4. Investments
The following table summarizes the Company's investments:
| (in thousands) | March 31, 2025 | December 31, 2024 | |||||||||
| Equity investments at fair value | $ | $ | |||||||||
| Trading | |||||||||||
| Equity method | |||||||||||
| Total investments | $ | $ | |||||||||
The following table summarizes gain (loss) from investments—net:
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Net realized gains (losses) during the period | $ | $ | ( | ||||||||
Net Net unrealized gains (losses) during the period on investments still held at the end of the period | |||||||||||
| Gain (loss) from investments—net | $ | $ | |||||||||
8
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) | March 31, 2025 | December 31, 2024 | |||||||||
Assets (1) | |||||||||||
| Investments | $ | $ | |||||||||
| Due from brokers | |||||||||||
| Other assets | |||||||||||
| Total assets | |||||||||||
Liabilities (1) | |||||||||||
| Due to brokers | $ | $ | |||||||||
| Other liabilities and accrued expenses | |||||||||||
| Total liabilities | |||||||||||
| Net assets | $ | $ | |||||||||
| Attributable to the Company | $ | $ | |||||||||
| Attributable to noncontrolling interests | |||||||||||
| Net assets | $ | $ | |||||||||
_________________________
(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 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.
9
COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
The following tables present fair value measurements:
| March 31, 2025 | |||||||||||||||||||||||||||||
| (in thousands) | Level 1 | Level 2 | Level 3 | Investments Measured at NAV | Total | ||||||||||||||||||||||||
| Cash equivalents | $ | $ | — | $ | — | $ | — | $ | |||||||||||||||||||||
| Equity investments at fair value: | |||||||||||||||||||||||||||||
| Common stocks | $ | $ | $ | — | $ | $ | |||||||||||||||||||||||
| Limited partnership interests | — | ||||||||||||||||||||||||||||
| Preferred securities | — | — | |||||||||||||||||||||||||||
| Non-Traded REIT | — | — | — | ||||||||||||||||||||||||||
| Other | — | — | |||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Trading investments: | |||||||||||||||||||||||||||||
| Fixed income | $ | $ | $ | — | $ | $ | |||||||||||||||||||||||
| Equity method investments | $ | $ | $ | — | $ | $ | |||||||||||||||||||||||
| Total investments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Derivatives - assets: | |||||||||||||||||||||||||||||
| Total return swaps | $ | $ | $ | — | $ | — | $ | ||||||||||||||||||||||
Forward contracts - foreign exchange (1) | — | — | — | ||||||||||||||||||||||||||
| Total | $ | $ | $ | — | $ | — | $ | ||||||||||||||||||||||
| Derivatives - liabilities: | |||||||||||||||||||||||||||||
| Total return swaps | $ | — | $ | $ | — | $ | — | $ | |||||||||||||||||||||
| Forward contracts - foreign exchange | — | — | |||||||||||||||||||||||||||
| Total | $ | $ | $ | — | $ | — | $ | ||||||||||||||||||||||
________________________
(1)Included forward contracts - foreign exchange held by consolidated funds.
10
COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
| December 31, 2024 | |||||||||||||||||||||||||||||
| (in thousands) | Level 1 | Level 2 | Level 3 | Investments Measured at NAV | Total | ||||||||||||||||||||||||
| Cash equivalents | $ | $ | — | $ | — | $ | — | $ | |||||||||||||||||||||
| Equity investments at fair value: | |||||||||||||||||||||||||||||
| Common stocks | $ | $ | $ | — | $ | — | $ | ||||||||||||||||||||||
| Limited partnership interests | — | ||||||||||||||||||||||||||||
| Preferred securities | — | — | |||||||||||||||||||||||||||
| Non-Traded REIT | — | — | — | ||||||||||||||||||||||||||
| Other | — | — | |||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Trading investments: | |||||||||||||||||||||||||||||
| Fixed income | $ | — | $ | $ | — | $ | $ | ||||||||||||||||||||||
| Equity method investments | $ | — | $ | $ | — | $ | $ | ||||||||||||||||||||||
| Total investments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Derivatives - assets: | |||||||||||||||||||||||||||||
| Total return swaps | $ | — | $ | $ | — | $ | — | $ | |||||||||||||||||||||
| Forward contracts - foreign exchange | — | — | — | ||||||||||||||||||||||||||
| Total | $ | $ | $ | — | $ | — | $ | ||||||||||||||||||||||
| Derivatives - liabilities: | |||||||||||||||||||||||||||||
| Total return swaps | $ | — | $ | $ | — | $ | — | $ | |||||||||||||||||||||
| Total | $ | $ | $ | — | $ | — | $ | ||||||||||||||||||||||
Equity investments at fair value classified as Level 2 included common stocks, Cohen & Steers Income Opportunities REIT, Inc. (CNSREIT) and exchange-traded preferred securities, for which quoted prices in active markets are not available. The Company elected the fair value option for CNSREIT to align the measurement of the seed investment and the related gains and losses with other seed investments. The Company's ownership interest was 42.6 % and 49.4 % at March 31, 2025 and December 31, 2024, respectively. 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. The unrealized gain on the seed investment in CNSREIT was $0.5 million and $71,366 for the three months ended March 31, 2025 and 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, over-the-counter preferred 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 using NAV (or its equivalent) as a practical expedient include limited partnership interests in private real estate funds. At March 31, 2025 and December 31, 2024, the Company did not have the ability to redeem its interests in the majority of these investments. These investments have not been classified in the fair value hierarchy and are presented in the above tables 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.
11
COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
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) | 2025 | 2024 | |||||||||
| Balance at beginning of period | $ | ||||||||||
| Purchases/contributions | |||||||||||
| Realized and unrealized gains (losses) | ( | ( | |||||||||
| Balance at end of period | $ | $ | |||||||||
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, 2025 (in thousands) | Valuation Technique | Unobservable Inputs | Range | Weighted Average | ||||||||||||||||||||||||||||
Limited partnership interests | $ | Discounted cash flow | Discount rate Terminal capitalization rate | |||||||||||||||||||||||||||||
Fair Value as of December 31, 2024 (in thousands) | Valuation Technique | Unobservable Inputs | Range | Weighted Average | ||||||||||||||||||||||||||||
Limited partnership interests | $ | Discounted cash flow | Discount rate Terminal capitalization rate | |||||||||||||||||||||||||||||
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:
As of March 31, 2025 | |||||||||||||||||
Fair Value (1) | |||||||||||||||||
| (in thousands) | Notional Amount | Assets | Liabilities | ||||||||||||||
| Corporate derivatives: | |||||||||||||||||
| Total return swaps | $ | $ | $ | ||||||||||||||
| Forward contracts - foreign exchange | |||||||||||||||||
| Total corporate derivatives | |||||||||||||||||
| Derivatives held by consolidated funds: | |||||||||||||||||
| Forward contracts - foreign exchange | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
As of December 31, 2024 | |||||||||||||||||
Fair Value (1) | |||||||||||||||||
| (in thousands) | Notional Amount | Assets | Liabilities | ||||||||||||||
| Corporate derivatives: | |||||||||||||||||
| Total return swaps | $ | $ | $ | ||||||||||||||
| Forward contracts - foreign exchange | |||||||||||||||||
| Total corporate derivatives | $ | $ | $ | ||||||||||||||
12
COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
________________________
(1)The fair value of corporate 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 fair value of derivative financial instruments held by consolidated funds is recorded in investments on the Company's condensed consolidated statements of financial condition.
The Company's corporate derivatives included:
•Total return swaps that are utilized to economically hedge a portion of the market risk of certain seed investments and are included in certain portfolios the Company maintains for the purpose of establishing a performance track record; and
•Forward foreign exchange contracts that are utilized to economically hedge currency exposure arising from certain non-U.S. dollar investment advisory fees.
Derivatives held by consolidated funds are comprised of forward foreign exchange contracts that are utilized by certain of the consolidated funds to economically hedge currency exposure associated with certain of its non-U.S. dollar- denominated securities.
Collateral pledged for forward and swap contracts totaled $1.0 million and $0.3 million at March 31, 2025 and December 31, 2024, respectively. Collateral received for swap contracts was $1.3 million at December 31, 2024.
The following table summarizes net gains (losses) from derivative financial instruments:
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Corporate derivatives: | |||||||||||
| Total return swaps | $ | ( | $ | ( | |||||||
| Forward contracts - foreign exchange | ( | ||||||||||
| Total corporate derivatives | ( | ||||||||||
| Derivatives held by consolidated funds: | |||||||||||
| Forward contracts - foreign exchange | |||||||||||
Total (1) | $ | ( | $ | ||||||||
________________________
(1)Gains and losses on total return swaps and derivatives held by consolidated funds are included in gain (loss) from investments—net in the Company's condensed consolidated statements of operations. Gains and losses on corporate 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
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) | 2025 | 2024 | |||||||||
| Net income | $ | $ | |||||||||
| Net (income) loss attributable to noncontrolling interests | ( | ( | |||||||||
| Net income attributable to common stockholders | $ | $ | |||||||||
| Basic weighted average shares outstanding | |||||||||||
| Dilutive potential shares from restricted stock units | |||||||||||
| Diluted weighted average shares outstanding | |||||||||||
| Basic earnings per share attributable to common stockholders | $ | $ | |||||||||
| Diluted earnings per share attributable to common stockholders | $ | $ | |||||||||
| Anti-dilutive common stock equivalents excluded from the calculation | |||||||||||
13
COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
8. Income Taxes
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| U.S. statutory tax rate | % | % | |||||||||
| State and local income taxes, net of federal benefit | |||||||||||
| Non-deductible executive compensation | |||||||||||
| Excess tax benefits related to the vesting and delivery of restricted stock units | ( | ( | |||||||||
| Unrecognized tax benefit adjustments | ( | ||||||||||
| Valuation allowance | ( | ( | |||||||||
| Other | * | ||||||||||
| Effective income tax rate | % | % | |||||||||
_________________________
*Amounts round to less than 0.1 %.
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 March 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Investment advisory and administration fees | $ | $ | |||||||||
| Distribution and service fees | |||||||||||
| Total | $ | $ | |||||||||
Included in accounts receivable at March 31, 2025 and December 31, 2024 are receivables from Company-sponsored funds of $37.6 million and $37.1 million, respectively. Included in accounts payable at March 31, 2025 and December 31, 2024 are payables to Company-sponsored funds of $1.1 million for both periods.
Included in other assets at March 31, 2025 and December 31, 2024 is an advance to CNSREIT of $8.9 million and $8.5 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
14
COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)
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, 2025, the Company was in compliance with these covenants.
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 a total of $175.0 million in certain of our investment vehicles. As of March 31, 2025, the Company had funded $108.7 million of the commitments. The timing for funding the remaining portion of our commitments is uncertain.
12. Segment Information
The Company provides investment management and related services to various investment vehicles and client accounts. The Company uses a consolidated approach to assess performance and allocate resources and as such operates in a single reportable segment. The Company’s Executive Committee is the chief operating decision maker (CODM) and regularly receives financial information and management reports that are prepared on a consolidated basis. The CODM uses net income as reported on the condensed consolidated statement of operations, total assets as reported on the condensed consolidated statement of financial condition and other metrics to monitor performance against specific business objectives, review organic growth, evaluate performance against peers and benchmarks, manage expenses and allocate capital. The CODM receives expense information consistent with the financial information included on the Company’s condensed consolidated statement of operations.
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 item described below, the Company determined that there were no additional subsequent events that require disclosure and/or adjustment.
On May 1, 2025, the Company declared a quarterly dividend on its common stock in the amount of $0.62 per share. This dividend will be payable on May 22, 2025 to stockholders of record at the close of business on May 12, 2025.
15
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 months ended March 31, 2025 and 2024. 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. In February 2025, we launched our first active exchange traded funds (ETFs). Our initial ETF launch included three strategies: U.S. real estate securities, preferred securities and natural resource equities.
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 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.
Macroeconomic Environment
During the quarter, global markets continued to reflect macroeconomic uncertainty and geopolitical tensions. Market volatility and interest rate fluctuations influenced investor sentiment and asset flows. We remain focused on leveraging our portfolio management expertise, disciplined risk management framework and prudent cost control to navigate the current environment.
16
Investment Performance at March 31, 2025
_________________________(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) © 2025 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 March 31, 2025. 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.
Assets Under Management
Below is a discussion of our assets under management for the quarter ended March 31, 2025. For additional details, please refer to the tables on pages 19 - 22.
Assets under management at March 31, 2025 increased 7.8% to $87.6 billion from $81.2 billion at March 31, 2024.
Open-end funds
Assets under management in open-end funds at March 31, 2025 increased 12.2% to $42.3 billion from $37.7 billion at March 31, 2024. Activity during the first quarter of 2025 included:
•Net inflows of $585 million including $183 million into U.S. real estate and $175 million into global/international real estate
17
•Market appreciation of $1.0 billion including $780 million from U.S. real estate
•Distributions of $282 million including $151 million from U.S. real estate and $129 million from preferred securities, of which $239 million was reinvested and included in net flows
Institutional accounts
Assets under management in institutional accounts at March 31, 2025 increased 4.5% to $33.9 billion from $32.4 billion at March 31, 2024. Activity during the first quarter of 2025 included:
Advisory accounts:
•Net outflows of $108 million including $318 million from global/international real estate and $111 million from preferred securities, partially offset by net inflows of $266 million into global listed infrastructure and $51 million into U.S. real estate
•Market appreciation of $539 million including $212 million from U.S. real estate, $174 million from global listed infrastructure and $113 million from global/international real estate
Japan subadvisory accounts:
•Market appreciation of $167 million including $126 million from U.S. real estate
•Distributions of $164 million including $159 million from U.S. real estate
Subadvisory accounts excluding Japan:
•Net outflows of $267 million including $447 million from U.S. real estate, partially offset by net inflows of $233 million into global listed infrastructure
•Market appreciation of $147 million including $69 million from global listed infrastructure and $45 million from global/international real estate
Closed-end funds
Assets under management in closed-end funds at March 31, 2025 increased 2.4% to $11.4 billion from $11.1 billion at March 31, 2024. Activity during the first quarter of 2025 included:
•Market appreciation of $257 million including $118 million from global listed infrastructure and $101 million from U.S. real estate
•Distributions of $154 million including $52 million from U.S. real estate and $50 million from preferred securities
18
Assets Under Management
By Investment Vehicle
(in millions)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Open-end Funds | |||||||||||
| Assets under management, beginning of period | $ | 40,962 | $ | 37,032 | |||||||
| Inflows | 3,519 | 3,302 | |||||||||
| Outflows | (2,934) | (2,733) | |||||||||
| Net inflows (outflows) | 585 | 569 | |||||||||
| Market appreciation (depreciation) | 1,033 | 356 | |||||||||
| Distributions | (282) | (272) | |||||||||
| Total increase (decrease) | 1,336 | 653 | |||||||||
| Assets under management, end of period | $ | 42,298 | $ | 37,685 | |||||||
| Average assets under management | $ | 41,801 | $ | 36,923 | |||||||
| Institutional Accounts | |||||||||||
| Assets under management, beginning of period | $ | 33,563 | $ | 35,028 | |||||||
| Inflows | 1,100 | 902 | |||||||||
| Outflows | (1,466) | (3,445) | |||||||||
| Net inflows (outflows) | (366) | (2,543) | |||||||||
| Market appreciation (depreciation) | 853 | 123 | |||||||||
| Distributions | (164) | (184) | |||||||||
| Total increase (decrease) | 323 | (2,604) | |||||||||
| Assets under management, end of period | $ | 33,886 | $ | 32,424 | |||||||
| Average assets under management | $ | 33,623 | $ | 32,284 | |||||||
| Closed-end Funds | |||||||||||
| Assets under management, beginning of period | $ | 11,289 | $ | 11,076 | |||||||
| Inflows | 3 | 4 | |||||||||
| Outflows | — | — | |||||||||
| Net inflows (outflows) | 3 | 4 | |||||||||
| Market appreciation (depreciation) | 257 | 200 | |||||||||
| Distributions | (154) | (154) | |||||||||
| Total increase (decrease) | 106 | 50 | |||||||||
Assets under management, end of period | $ | 11,395 | $ | 11,126 | |||||||
| Average assets under management | $ | 11,354 | $ | 10,968 | |||||||
| Total | |||||||||||
| Assets under management, beginning of period | $ | 85,814 | $ | 83,136 | |||||||
| Inflows | 4,622 | 4,208 | |||||||||
| Outflows | (4,400) | (6,178) | |||||||||
| Net inflows (outflows) | 222 | (1,970) | |||||||||
| Market appreciation (depreciation) | 2,143 | 679 | |||||||||
| Distributions | (600) | (610) | |||||||||
| Total increase (decrease) | 1,765 | (1,901) | |||||||||
| Assets under management, end of period | $ | 87,579 | $ | 81,235 | |||||||
| Average assets under management | $ | 86,778 | $ | 80,175 | |||||||
19
Assets Under Management - Institutional Accounts
By Account Type
(in millions)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Advisory | |||||||||||
| Assets under management, beginning of period | $ | 19,272 | $ | 20,264 | |||||||
| Inflows | 597 | 687 | |||||||||
| Outflows | (705) | (2,883) | |||||||||
| Net inflows (outflows) | (108) | (2,196) | |||||||||
| Market appreciation (depreciation) | 539 | 128 | |||||||||
| Total increase (decrease) | 431 | (2,068) | |||||||||
| Assets under management, end of period | $ | 19,703 | $ | 18,196 | |||||||
| Average assets under management | $ | 19,581 | $ | 18,066 | |||||||
| Japan Subadvisory | |||||||||||
| Assets under management, beginning of period | $ | 8,522 | $ | 9,026 | |||||||
| Inflows | 118 | 43 | |||||||||
| Outflows | (109) | (355) | |||||||||
| Net inflows (outflows) | 9 | (312) | |||||||||
| Market appreciation (depreciation) | 167 | 5 | |||||||||
| Distributions | (164) | (184) | |||||||||
| Total increase (decrease) | 12 | (491) | |||||||||
| Assets under management, end of period | $ | 8,534 | $ | 8,535 | |||||||
| Average assets under management | $ | 8,584 | $ | 8,640 | |||||||
| Subadvisory Excluding Japan | |||||||||||
| Assets under management, beginning of period | $ | 5,769 | $ | 5,738 | |||||||
| Inflows | 385 | 172 | |||||||||
| Outflows | (652) | (207) | |||||||||
| Net inflows (outflows) | (267) | (35) | |||||||||
| Market appreciation (depreciation) | 147 | (10) | |||||||||
| Total increase (decrease) | (120) | (45) | |||||||||
| Assets under management, end of period | $ | 5,649 | $ | 5,693 | |||||||
| Average assets under management | $ | 5,458 | $ | 5,578 | |||||||
| Total Institutional Accounts | |||||||||||
| Assets under management, beginning of period | $ | 33,563 | $ | 35,028 | |||||||
| Inflows | 1,100 | 902 | |||||||||
| Outflows | (1,466) | (3,445) | |||||||||
| Net inflows (outflows) | (366) | (2,543) | |||||||||
| Market appreciation (depreciation) | 853 | 123 | |||||||||
| Distributions | (164) | (184) | |||||||||
| Total increase (decrease) | 323 | (2,604) | |||||||||
| Assets under management, end of period | $ | 33,886 | $ | 32,424 | |||||||
| Average assets under management | $ | 33,623 | $ | 32,284 | |||||||
20
Assets Under Management
By Investment Strategy
(in millions)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| U.S. Real Estate | |||||||||||
| Assets under management, beginning of period | $ | 42,930 | $ | 38,550 | |||||||
| Inflows | 2,319 | 2,089 | |||||||||
| Outflows | (2,536) | (1,728) | |||||||||
| Net inflows (outflows) | (217) | 361 | |||||||||
| Market appreciation (depreciation) | 1,250 | (79) | |||||||||
| Distributions | (362) | (356) | |||||||||
| Transfers | (10) | — | |||||||||
| Total increase (decrease) | 661 | (74) | |||||||||
| Assets under management, end of period | $ | 43,591 | $ | 38,476 | |||||||
| Average assets under management | $ | 43,340 | $ | 37,737 | |||||||
| Preferred Securities | |||||||||||
| Assets under management, beginning of period | $ | 18,330 | $ | 18,164 | |||||||
| Inflows | 847 | 1,233 | |||||||||
| Outflows | (923) | (1,251) | |||||||||
| Net inflows (outflows) | (76) | (18) | |||||||||
| Market appreciation (depreciation) | 121 | 625 | |||||||||
| Distributions | (178) | (181) | |||||||||
| Transfers | 10 | (1) | |||||||||
| Total increase (decrease) | (123) | 425 | |||||||||
| Assets under management, end of period | $ | 18,207 | $ | 18,589 | |||||||
| Average assets under management | $ | 18,380 | $ | 18,420 | |||||||
| Global/International Real Estate | |||||||||||
| Assets under management, beginning of period | $ | 13,058 | $ | 15,789 | |||||||
| Inflows | 460 | 620 | |||||||||
| Outflows | (626) | (2,828) | |||||||||
| Net inflows (outflows) | (166) | (2,208) | |||||||||
| Market appreciation (depreciation) | 242 | (124) | |||||||||
| Distributions | (5) | (16) | |||||||||
| Transfers | — | 1 | |||||||||
| Total increase (decrease) | 71 | (2,347) | |||||||||
| Assets under management, end of period | $ | 13,129 | $ | 13,442 | |||||||
| Average assets under management | $ | 13,170 | $ | 13,547 | |||||||
21
Assets Under Management
By Investment Strategy - continued
(in millions)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Global Listed Infrastructure | |||||||||||
| Assets under management, beginning of period | $ | 8,793 | $ | 8,356 | |||||||
| Inflows | 752 | 80 | |||||||||
| Outflows | (166) | (184) | |||||||||
| Net inflows (outflows) | 586 | (104) | |||||||||
| Market appreciation (depreciation) | 407 | 193 | |||||||||
| Distributions | (46) | (50) | |||||||||
| Transfers | (30) | — | |||||||||
| Total increase (decrease) | 917 | 39 | |||||||||
| Assets under management, end of period | $ | 9,710 | $ | 8,395 | |||||||
| Average assets under management | $ | 9,047 | $ | 8,191 | |||||||
| Other | |||||||||||
| Assets under management, beginning of period | $ | 2,703 | $ | 2,277 | |||||||
| Inflows | 244 | 186 | |||||||||
| Outflows | (149) | (187) | |||||||||
| Net inflows (outflows) | 95 | (1) | |||||||||
| Market appreciation (depreciation) | 123 | 64 | |||||||||
| Distributions | (9) | (7) | |||||||||
| Transfers | 30 | — | |||||||||
| Total increase (decrease) | 239 | 56 | |||||||||
| Assets under management, end of period | $ | 2,942 | $ | 2,333 | |||||||
| Average assets under management | $ | 2,841 | $ | 2,280 | |||||||
| Total | |||||||||||
| Assets under management, beginning of period | $ | 85,814 | $ | 83,136 | |||||||
| Inflows | 4,622 | 4,208 | |||||||||
| Outflows | (4,400) | (6,178) | |||||||||
| Net inflows (outflows) | 222 | (1,970) | |||||||||
| Market appreciation (depreciation) | 2,143 | 679 | |||||||||
| Distributions | (600) | (610) | |||||||||
| Total increase (decrease) | 1,765 | (1,901) | |||||||||
| Assets under management, end of period | $ | 87,579 | $ | 81,235 | |||||||
| Average assets under management | $ | 86,778 | $ | 80,175 | |||||||
22
Summary of Operating Results
| (in thousands, except percentages and per share data) | Three Months Ended March 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| U.S. GAAP | |||||||||||
| Revenue | $ | 134,467 | $ | 122,710 | |||||||
| Expenses | $ | 89,269 | $ | 82,445 | |||||||
| Operating income | $ | 45,198 | $ | 40,265 | |||||||
| Net income attributable to common stockholders | $ | 39,778 | $ | 34,004 | |||||||
| Diluted earnings per share | $ | 0.77 | $ | 0.68 | |||||||
| Operating margin | 33.6 | % | 32.8 | % | |||||||
As Adjusted (1) | |||||||||||
| Net income attributable to common stockholders | $ | 38,353 | $ | 34,653 | |||||||
| Diluted earnings per share | $ | 0.75 | $ | 0.70 | |||||||
| Operating margin | 34.7 | % | 35.5 | % | |||||||
_________________________
(1)Refer to pages 26-27 for reconciliations of U.S. GAAP to as adjusted results.
Three Months Ended March 31, 2025 Compared with Three Months Ended March 31, 2024
Revenue
| (in thousands) | Three Months Ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Investment advisory and administration fees | |||||||||||||||||||||||
Open-end funds | $ | 69,658 | $ | 60,787 | $ | 8,871 | 14.6 | % | |||||||||||||||
Institutional accounts | 32,167 | 30,352 | $ | 1,815 | 6.0 | % | |||||||||||||||||
Closed-end funds | 24,946 | 24,206 | $ | 740 | 3.1 | % | |||||||||||||||||
| Total | 126,771 | 115,345 | $ | 11,426 | 9.9 | % | |||||||||||||||||
| Distribution and service fees | 7,184 | 6,817 | $ | 367 | 5.4 | % | |||||||||||||||||
| Other | 512 | 548 | $ | (36) | (6.6) | % | |||||||||||||||||
| Total revenue | $ | 134,467 | $ | 122,710 | $ | 11,757 | 9.6 | % | |||||||||||||||
Investment advisory and administration fees increased from the three months ended March 31, 2024, primarily due to higher average assets under management.
Total investment advisory and administration revenue from open-end funds compared with average assets under management implied an annualized effective fee rate of 67.6 bps and 66.2 bps for the three months ended March 31, 2025 and 2024, respectively. The increase in the implied annual effective fee rate is primarily due to a shift in the mix of assets under management.
Total investment advisory revenue from institutional accounts compared with average assets under management implied an annualized effective fee rate of 38.8 bps and 37.8 bps for the three months ended March 31, 2025 and 2024, respectively. The increase in the implied annual effective fee rate is primarily due to a shift in the mix of assets under management, partially offset by net outflows from higher fee paying accounts.
Total investment advisory and administration revenue from closed-end funds compared with average assets under management implied an annualized effective fee rate of 89.1 bps and 88.8 bps for the three months ended March 31, 2025 and 2024, respectively.
23
Expenses
| (in thousands) | Three Months Ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Employee compensation and benefits | $ | 54,554 | $ | 52,003 | $ | 2,551 | 4.9 | % | |||||||||||||||
| Distribution and service fees | 15,189 | 13,395 | $ | 1,794 | 13.4 | % | |||||||||||||||||
| General and administrative | 17,169 | 14,793 | $ | 2,376 | 16.1 | % | |||||||||||||||||
| Depreciation and amortization | 2,357 | 2,254 | $ | 103 | 4.6 | % | |||||||||||||||||
| Total expenses | $ | 89,269 | $ | 82,445 | $ | 6,824 | 8.3 | % | |||||||||||||||
Employee compensation and benefits increased from the three months ended March 31, 2024, primarily due to higher incentive compensation of $3.7 million, partially offset by lower amortization of restricted stock units of $2.3 million. The three months ended March 31, 2024 included $2.2 million of accelerated vesting related to certain restricted stock units.
Distribution and service fee expenses increased from the three months ended March 31, 2024, primarily due to higher average assets under management in U.S. open-end funds.
General and administrative expenses increased from the three months ended March 31, 2024, primarily due to expenses paid on behalf of certain Company-sponsored funds of $789,000, other non-recurring expenses of $616,000 and higher recruitment fees of $473,000.
Operating Margin
Operating margin for the three months ended March 31, 2025 increased to 33.6% from 32.8% for the three months ended March 31, 2024.
Non-operating Income (Loss)
| (in thousands) | Three Months Ended March 31, 2025 | ||||||||||||||||
Consolidated Funds (1) | Corporate - Seed and Other | Total | |||||||||||||||
| Interest and dividend income | $ | 1,140 | $ | 4,231 | $ | 5,371 | |||||||||||
| Gain (loss) from investments—net | 4,208 | (655) | 3,553 | ||||||||||||||
| Foreign currency gain (loss)—net | (8) | (1,164) | (1,172) | ||||||||||||||
| Total non-operating income (loss) | 5,340 | 2,412 | 7,752 | ||||||||||||||
| Net (income) loss attributable to noncontrolling interests | (3,511) | — | (3,511) | ||||||||||||||
| Non-operating income (loss) attributable to the Company | $ | 1,829 | $ | 2,412 | $ | 4,241 | |||||||||||
| (in thousands) | Three Months Ended March 31, 2024 | ||||||||||||||||
Consolidated Funds (1) | Corporate - Seed and Other | Total | |||||||||||||||
| Interest and dividend income | $ | 985 | $ | 2,934 | $ | 3,919 | |||||||||||
| Gain (loss) from investments—net | 561 | 423 | 984 | ||||||||||||||
| Foreign currency gain (loss)—net | (208) | 342 | 134 | ||||||||||||||
| Total non-operating income (loss) | 1,338 | 3,699 | 5,037 | ||||||||||||||
| Net (income) loss attributable to noncontrolling interests | (410) | — | (410) | ||||||||||||||
| Non-operating income (loss) attributable to the Company | $ | 928 | $ | 3,699 | $ | 4,627 | |||||||||||
(1)Represents seed investments in funds that we are required to consolidate under U.S. GAAP.
24
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:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| U.S. statutory tax rate | 21.0 | % | 21.0 | % | |||||||
| State and local income taxes, net of federal benefit | 2.9 | 2.9 | |||||||||
| Non-deductible executive compensation | 2.9 | 0.9 | |||||||||
| Excess tax benefits related to the vesting and delivery of restricted stock units | (6.6) | (0.6) | |||||||||
| Unrecognized tax benefit adjustments | (0.4) | — | |||||||||
| Valuation allowance | (0.3) | (0.2) | |||||||||
| Other | — | 0.3 | |||||||||
| Effective income tax rate | 19.5 | % | 24.3 | % | |||||||
25
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 March 31, | |||||||||||
| (in thousands, except per share data) | 2025 | 2024 | |||||||||
| Net income attributable to common stockholders, U.S. GAAP | $ | 39,778 | $ | 34,004 | |||||||
Seed investments—net (1) | (50) | (1,003) | |||||||||
Accelerated vesting of restricted stock units | 369 | 2,211 | |||||||||
Lease transition and other costs - 280 Park Avenue (2) | — | 807 | |||||||||
Other non-recurring expenses (3) | 616 | — | |||||||||
Foreign currency exchange (gain) loss—net (4) | 969 | (456) | |||||||||
Tax adjustments—net (5) | (3,329) | (910) | |||||||||
| Net income attributable to common stockholders, as adjusted | $ | 38,353 | $ | 34,653 | |||||||
| Diluted weighted average shares outstanding | 51,418 | 49,835 | |||||||||
| Diluted earnings per share, U.S. GAAP | $ | 0.77 | $ | 0.68 | |||||||
Seed investments—net (1) | — | * | (0.02) | ||||||||
Accelerated vesting of restricted stock units | 0.01 | 0.05 | |||||||||
Lease transition and other costs - 280 Park Avenue (2) | — | 0.02 | |||||||||
Other non-recurring expenses (3) | 0.01 | — | |||||||||
Foreign currency exchange (gain) loss—net (4) | 0.02 | (0.01) | |||||||||
Tax adjustments—net (5) | (0.06) | (0.02) | |||||||||
| Diluted earnings per share, as adjusted | $ | 0.75 | $ | 0.70 | |||||||
_________________________
* Amounts round to less than $0.01 per share.
(1)Represents the impact of consolidated funds and the net effect of corporate seed investment performance.
(2)Represents the impact of lease and other expenses related to the Company's prior headquarters, for which the lease expired in January 2024.
(3)Represents reimbursement of filing fees paid by certain members of senior leadership.
(4)Represents net foreign currency exchange (gain) loss associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.
(5)Tax adjustments are summarized in the following table:
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
Impact of tax effects associated with items noted above | $ | (438) | $ | (500) | |||||||
Impact of discrete tax items | (2,891) | (410) | |||||||||
Total tax adjustments | $ | (3,329) | $ | (910) | |||||||
26
Revenue, Expenses, Operating Income and Operating Margin
| Three Months Ended March 31, | |||||||||||
| (in thousands, except percentages) | 2025 | 2024 | |||||||||
| Revenue, U.S. GAAP | $ | 134,467 | $ | 122,710 | |||||||
Fund related amounts (1) | (677) | 234 | |||||||||
| Revenue, as adjusted | $ | 133,790 | $ | 122,944 | |||||||
| Expenses, U.S. GAAP | $ | 89,269 | $ | 82,445 | |||||||
Fund related amounts (1) | (940) | (175) | |||||||||
Accelerated vesting of restricted stock units | (369) | (2,211) | |||||||||
Lease transition and other costs - 280 Park Avenue (2) | — | (807) | |||||||||
Other non-recurring expenses (3) | (616) | — | |||||||||
| Expenses, as adjusted | $ | 87,344 | $ | 79,252 | |||||||
| Operating income, U.S. GAAP | $ | 45,198 | $ | 40,265 | |||||||
Fund related amounts (1) | 263 | 409 | |||||||||
Accelerated vesting of restricted stock units | 369 | 2,211 | |||||||||
Lease transition and other costs - 280 Park Avenue (2) | — | 807 | |||||||||
Other non-recurring expenses (3) | 616 | — | |||||||||
| Operating income, as adjusted | $ | 46,446 | $ | 43,692 | |||||||
| Operating margin, U.S. GAAP | 33.6 | % | 32.8 | % | |||||||
| Operating margin, as adjusted | 34.7 | % | 35.5 | % | |||||||
_________________________
(1)Represents the impact of consolidated funds and expenses incurred on behalf of certain Company-sponsored funds.
(2)Represents the impact of lease and other expenses related to the Company's prior headquarters, for which the lease expired in January 2024.
(3)Represents reimbursement of filing fees paid by certain members of senior leadership.
Non-operating Income (Loss)
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Non-operating income (loss), U.S. GAAP | $ | 7,752 | $ | 5,037 | |||||||
Seed investments—net (1) | (3,824) | (1,822) | |||||||||
Foreign currency exchange (gain) loss—net (2) | 969 | (456) | |||||||||
| Non-operating income (loss), as adjusted | $ | 4,897 | $ | 2,759 | |||||||
_________________________
(1)Represents the impact of consolidated funds and the net effect of corporate seed investment performance.
(2)Represents net foreign currency exchange (gain) loss associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.
27
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) | March 31, 2025 | December 31, 2024 | |||||||||
| Cash and cash equivalents | $ | 65,227 | $ | 182,974 | |||||||
| U.S. Treasury securities | 109,212 | 109,086 | |||||||||
| Liquid seed investments—net | 120,965 | 68,858 | |||||||||
| Other current assets | 80,997 | 75,959 | |||||||||
| Current liabilities | (57,983) | (105,396) | |||||||||
| Net liquid assets | $ | 318,418 | $ | 331,481 | |||||||
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 records and the Company's economic interest in certain consolidated funds which are presented net of noncontrolling interests.
Other current assets
Other current assets primarily represent investment advisory and administration fees receivable. We perform a review of our receivables on an ongoing basis to assess collectability and, based on our analysis at March 31, 2025, no allowance for uncollectible accounts was 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 may become capital intensive over time to support growth initiatives. 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 product 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.
We have committed to invest up to a total of $175.0 million in certain of our investment vehicles, of which $66.3 million remained unfunded as of March 31, 2025. The timing for funding the remaining portion of our commitments is uncertain.
28
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:
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Cash Flow Data: | |||||||||||
| Net cash provided by (used in) operating activities | $ | (108,948) | $ | 4,863 | |||||||
| Net cash provided by (used in) investing activities | 2,001 | (29,361) | |||||||||
| Net cash provided by (used in) financing activities | (10,543) | (64,261) | |||||||||
| Net increase (decrease) in cash and cash equivalents | (117,490) | (88,759) | |||||||||
| Effect of foreign exchange rate changes on cash and cash equivalents | 471 | (708) | |||||||||
| Cash and cash equivalents, beginning of the period | 183,162 | 189,603 | |||||||||
| Cash and cash equivalents, end of the period | 66,143 | 100,136 | |||||||||
Cash and cash equivalents decreased by $117.5 million, excluding the effect of foreign exchange rate changes, for the three months ended March 31, 2025. Cash flows from operating activities primarily consisted of net income adjusted for certain non-cash items and changes in assets and liabilities. Net cash used in operating activities was $108.9 million which included net purchases of investments within consolidated funds of $115.3 million, of which $54.3 million represented seed investments into the ETFs made by the Company. Net cash provided by investing activities was $2.0 million. Net cash used in financing activities was $10.5 million, including net contributions from noncontrolling interests of $46.8 million, partially offset by dividends paid to stockholders of $31.7 million and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $26.0 million.
Contractual Obligations, Commitments and Contingencies
Contractual Obligations
The Company’s material contractual obligations, commitments and contingencies at March 31, 2025 include operating leases, investment commitments, and purchase obligations. As of March 31, 2025, there have been no material changes to our contractual obligations from our Annual Report on Form 10-K for the year ended December 31, 2024 other than the items described below.
Investment Commitments
We have committed to invest up to a total of $175.0 million in certain of our investment vehicles. Refer to Note 11, Commitments and Contingencies, in the notes to the condensed consolidated financial statements included in Part I of this filing for further discussion.
Dividends
Subject to the approval of our board of directors, we anticipate paying dividends. When determining whether to pay a dividend, we consider general economic and business conditions, our strategic plans, our results of operations and 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 May 1, 2025, we declared a quarterly dividend on our common stock in the amount of $0.62 per share. This dividend will be payable on May 22, 2025 to stockholders of record at the close of business on May 12, 2025.
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, 2024. There were no changes to the Company’s critical accounting estimates for the three months ended March 31, 2025.
29
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 to maintain target leverage ratios, thereby increasing or decreasing the assets we manage and the associated revenue.
Seed investments
Our seed investments included 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 March 31, 2025 (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 | $ | 120,965 | $ | (81,241) | $ | 39,724 | $ | 43,696 | $ | 35,752 | ||||||||||||||||||||||
| Illiquid seed investments—net | $ | 108,475 | $ | — | $ | 108,475 | $ | 119,323 | $ | 97,628 | ||||||||||||||||||||||
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 March 31, 2025 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.
30
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, 2024 (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 March 31, 2025, 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 | |||||||||||||
| January 1 through January 31, 2025 | 290,927 | $ | 88.83 | — | — | ||||||||||||
| February 1 through February 28, 2025 | 1,521 | $ | 86.41 | — | — | ||||||||||||
| March 1 through March 31, 2025 | 43 | $ | 75.52 | — | — | ||||||||||||
| Total | 292,491 | $ | 88.82 | — | — | ||||||||||||
_________________________
(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
Departure of Officer
As reported by the Company on March 10, 2025, Daniel Charles provided notice to the Company of his decision to retire from his positions as Executive Vice President and Head of Global Distribution, after nearly six years of service to the Company and a 37-year career in the asset management industry. In consideration of Mr. Charles’ service to the Company in such positions, on April 30, 2025, the Company entered into a letter agreement with Mr. Charles providing that Mr. Charles’ retirement date will be July 31, 2025 and, subject to certain terms and conditions, upon the retirement date his then-unvested restricted stock units will immediately vest and thereafter continue to be settled pursuant to the terms of the restricted stock unit award agreement applicable to each grant of restricted stock units, including continued compliance with the restrictive covenants contained in such agreements, and he will be eligible for a pro-rated discretionary performance bonus in respect of the 2025 fiscal year.
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the three months ended March 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act) adopted terminated
31
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 | — | |||||||
| 10.12 | — | |||||||
| 10.13 | — | |||||||
| 10.14 | — | |||||||
| 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 March 31, 2025 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 Annual Report on Form 10-K for the year ended December 31, 2024.
* Denotes management contract or compensatory plan.
32
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: | May 2, 2025 | Cohen & Steers, Inc. | ||||||||||||
| /s/ Raja Dakkuri | ||||||||||||||
| Name: Raja Dakkuri | ||||||||||||||
| Title: Executive Vice President & Chief Financial Officer | ||||||||||||||
| Date: | May 2, 2025 | Cohen & Steers, Inc. | ||||||||||||
| /s/ Elena Dulik | ||||||||||||||
| Name: Elena Dulik | ||||||||||||||
| Title: Senior Vice President & Chief Accounting Officer | ||||||||||||||
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