10-Q 1 cns-10qx33119.htm COHEN & STEERS, INC. FORM 10-Q Document


________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2019
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM              TO             
Commission File Number: 001-32236 
 ________________
COHEN & STEERS, INC.
(Exact Name of Registrant as Specified in its Charter)
 ________________ 
Delaware
 
14-1904657
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
 
 
280 Park Avenue
New York, NY
 
10017
(Address of Principal Executive Offices)
 
(Zip Code)
(212) 832-3232
(Registrant's Telephone Number, Including Area Code)
  ________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, $.01 par value
 
CNS
 
New York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    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  x    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. (Check one):
Large accelerated filer
 
x
  
Accelerated filer
 
o
 
 
 
 
Non-accelerated filer
 
o
  
Smaller reporting company
 
o
 
 
 
 
 
 
 
Emerging growth company
 
o
 
 
 
 
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. o 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x
The number of shares of the registrant's common stock, par value $0.01 per share, outstanding as of May 1, 2019 was 47,232,575.
 


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 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, 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," "may," "should," "seeks," "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, 2018 (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.



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,
2019
 
December 31, 2018 (2)
ASSETS
 
 
 
Cash and cash equivalents
$
56,386

 
$
92,733

Investments ($90,785 and $136,113) (1)
187,063

 
224,932

Accounts receivable
59,973

 
50,381

Due from brokers ($2,365 and $11,187) (1)
4,597

 
14,240

Property and equipment—net
14,011

 
14,106

Operating lease right-of-use assets
45,977

 
48,488

Goodwill and intangible assets—net
19,564

 
19,751

Deferred income tax asset—net
7,130

 
7,200

Other assets ($1,337 and $2,604) (1)
11,107

 
9,208

Total assets
$
405,808

 
$
481,039

 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Liabilities:
 
 
 
Accrued compensation
$
11,319

 
$
43,685

Distribution and service fees payable
6,860

 
8,493

Operating lease liabilities
51,584

 
54,304

Income tax payable
27,343

 
18,663

Due to brokers ($1,040 and $4,422) (1)
1,040

 
5,121

Other liabilities and accrued expenses ($327 and $440) (1)
8,147

 
13,935

Total liabilities
106,293

 
144,201

Commitments and contingencies (See Note 11)

 

Redeemable noncontrolling interests
64,354

 
114,192

Stockholders' equity:
 
 
 
Common stock, $0.01 par value; 500,000,000 shares authorized; 52,558,533 and 51,818,186 shares issued at March 31, 2019 and December 31, 2018, respectively
525

 
518

Additional paid-in capital
609,854

 
602,272

Accumulated deficit
(193,523
)
 
(208,404
)
Accumulated other comprehensive loss, net of tax
(6,925
)
 
(7,323
)
Less: Treasury stock, at cost, 5,328,768 and 5,050,285 shares at March 31, 2019 and December 31, 2018, respectively
(174,770
)
 
(164,417
)
Total stockholders' equity
235,161

 
222,646

Total liabilities and stockholders' equity
$
405,808

 
$
481,039

_________________________
(1)
Asset and liability amounts in parentheses represent the aggregated balances at March 31, 2019 and December 31, 2018 attributable to variable interest entities consolidated by the Company. Refer to Note 4 for further discussion.
(2)
Certain amounts have been recast to reflect the Company's adoption of the new leasing accounting standard on January 1, 2019. Refer to Notes 2 and 12 for further discussion of the Company's recently adopted accounting pronouncements and leases, respectively.
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,
 
2019
 
2018
Revenue:
 
 
 
Investment advisory and administration fees
$
84,632

 
$
84,434

Distribution and service fees
6,973

 
7,400

Portfolio consulting and other
2,621

 
2,630

Total revenue
94,226

 
94,464

Expenses:
 
 
 
Employee compensation and benefits
33,715

 
31,156

Distribution and service fees
12,536

 
12,842

General and administrative
11,438

 
12,185

Depreciation and amortization
1,102

 
1,062

Total expenses
58,791

 
57,245

Operating income (loss)
35,435

 
37,219

Non-operating income (loss):
 
 
 
Interest and dividend income—net
1,541

 
1,801

Gain (loss) from investments—net
13,864

 
(4,502
)
Foreign currency gains (losses)—net
(495
)
 
2,502

Total non-operating income (loss)
14,910

 
(199
)
Income before provision for income taxes
50,345

 
37,020

Provision for income taxes
10,368

 
8,096

Net income
39,977

 
28,924

Less: Net (income) loss attributable to redeemable noncontrolling interests
(7,434
)
 
(1,338
)
Net income attributable to common stockholders
$
32,543

 
$
27,586

 
 
 
 
Earnings per share attributable to common stockholders:
 
 
 
Basic
$
0.69

 
$
0.59

Diluted
$
0.68

 
$
0.59

Dividends declared per share
$
0.36

 
$
0.33

Weighted average shares outstanding:
 
 
 
Basic
47,146

 
46,683

Diluted
47,642

 
47,152








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,
 
2019
 
2018
Net income
$
39,977

 
$
28,924

Less: Net (income) loss attributable to redeemable noncontrolling interests
(7,434
)
 
(1,338
)
Net income attributable to common stockholders
32,543

 
27,586

Other comprehensive income (loss), net of tax:
 
 
 
Foreign currency translation gain (loss)
398

 
538

Total comprehensive income attributable to common stockholders
$
32,941

 
$
28,124






























See notes to condensed consolidated financial statements


3

COHEN & STEERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND
REDEEMABLE NONCONTROLLING INTEREST (Unaudited)
For the Three Months Ended March 31, 2019 and 2018
(in thousands)

 
 
Common
Stock
 
Additional
Paid-In
Capital
 
Accumulated Deficit
 
Accumulated Other
Comprehensive
Income (Loss), Net of Tax
 
Treasury
Stock
 
Total
Stockholders'
Equity
 
Redeemable
Noncontrolling
Interests
 
Shares of Common Stock, Net
January 1, 2018
 
$
511

 
$
570,486

 
$
(137,972
)
 
$
(3,671
)
 
$
(153,818
)
 
$
275,536

 
$
47,795

 
46,315

Cumulative-effect adjustment, net of tax, due to the adoption of the new financial instruments accounting standard
 
—

 
—

 
1,095

 
(1,095
)
 
—

 
—

 
—

 
—

Dividends ($0.33 per share)
 
—

 


 
(16,002
)
 
—

 
—

 
(16,002
)
 
—

 
—

Issuance of common stock
 
7

 
250

 
—

 
—

 
—

 
257

 
—

 
689

Repurchase of common stock
 
—

 
—

 
—

 
—

 
(10,505
)
 
(10,505
)
 
—

 
(259
)
Issuance of restricted stock units
 
—

 
733

 
—

 
—

 
—

 
733

 
—

 
—

Amortization of restricted stock units
 
—

 
5,700

 
—

 
—

 
—

 
5,700

 
—

 
—

Net income (loss)
 
—

 
—

 
27,586

 
—

 
—

 
27,586

 
1,338

 
—

Other comprehensive income (loss), net of tax
 
—

 
—

 
—

 
538

 
—

 
538

 
—

 
—

Net contributions (distributions) attributable to redeemable noncontrolling interests
 
—

 
—

 
—

 
—

 
—

 
—

 
32,471

 
—

March 31, 2018
 
$
518

 
$
577,169


$
(125,293
)

$
(4,228
)

$
(164,323
)

$
283,843


$
81,604


46,745

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
January 1, 2019
 
$
518

 
$
602,272

 
$
(208,404
)
 
$
(7,323
)
 
$
(164,417
)
 
$
222,646

 
$
114,192

 
46,768

Dividends ($0.36 per share)
 
—

 
—

 
(17,662
)
 
—

 
—

 
(17,662
)
 
—

 
—

Issuance of common stock
 
7

 
315

 
—

 
—

 
—

 
322

 
—

 
740

Repurchase of common stock
 
—

 
—

 
—

 
—

 
(10,353
)
 
(10,353
)
 
—

 
(278
)
Issuance of restricted stock units
 
—

 
797

 
—

 
—

 
—

 
797

 
—

 
—

Amortization of restricted stock units
 
—

 
6,470

 
—

 
—

 
—

 
6,470

 
—

 
—

Net income (loss)
 
—

 
—

 
32,543

 
—

 
—

 
32,543

 
7,434

 
—

Other comprehensive income (loss), net of tax
 
—

 
—

 
—

 
398

 
—

 
398

 
—

 
—

Net contributions (distributions) attributable to redeemable noncontrolling interests
 
—

 
—

 
—

 
—

 
—

 
—

 
10,932

 
—

Net consolidation (deconsolidation) of Company-sponsored funds
 
—

 
—

 
—

 
—

 
—

 
—

 
(68,204
)
 
—

March 31, 2019
 
$
525

 
$
609,854

 
$
(193,523
)
 
$
(6,925
)
 
$
(174,770
)
 
$
235,161

 
$
64,354

 
47,230

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,
 
2019
 
2018 (1)
Cash flows from operating activities:
 
 
 
Net income
$
39,977

 
$
28,924

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Stock-based compensation expense
6,668

 
5,888

Amortization of deferred commissions
236

 
473

Depreciation and amortization
1,102

 
1,062

Amortization of right-of-use assets
2,511

 
1,713

Amortization (accretion) of premium (discount) on held-to-maturity investments
(59
)
 
—

(Gain) loss from investments—net
(13,864
)
 
4,502

Deferred income taxes
58

 
3,988

Foreign currency (gain) loss
(177
)
 
(1,136
)
Changes in operating assets and liabilities:
 
 
 
Accounts receivable
(9,415
)
 
(8,026
)
Due from brokers
(1,225
)
 
(5,361
)
Deferred commissions
(299
)
 
(348
)
Investments within consolidated funds
(18,543
)
 
(34,057
)
Other assets
(3,297
)
 
(1,737
)
Accrued compensation
(32,366
)
 
(31,188
)
Distribution and service fees payable
(1,633
)
 
543

Operating lease liabilities
(2,720
)
 
(1,773
)
Due to brokers
317

 
3,855

Income tax payable
8,680

 
3,109

Other liabilities and accrued expenses
(5,454
)
 
497

Net cash provided by (used in) operating activities
(29,503
)
 
(29,072
)
Cash flows from investing activities:
 
 
 
Proceeds from redemptions of equity method investments
4

 
26

Purchases of investments
(24,696
)
 
(3,856
)
Proceeds from sales and maturities of investments
34,420

 
1,993

Purchases of property and equipment
(989
)
 
(906
)
Net cash provided by (used in) investing activities
8,739

 
(2,743
)
Cash flows from financing activities:
 
 
 
Issuance of common stock
274

 
219

Repurchase of common stock
(10,353
)
 
(10,505
)
Dividends to stockholders
(17,015
)
 
(15,445
)
Distributions to redeemable noncontrolling interests
(2,985
)
 
(1,952
)
Contributions from redeemable noncontrolling interests
13,917

 
34,423

Net cash provided by (used in) financing activities
(16,162
)
 
6,740

Net increase (decrease) in cash and cash equivalents
(36,926
)
 
(25,075
)
Effect of foreign exchange rate changes on cash and cash equivalents
579

 
267

Cash and cash equivalents, beginning of the period
92,733

 
193,452

Cash and cash equivalents, end of the period
$
56,386

 
$
168,644

_________________________
(1)
Certain amounts have been recast to reflect the Company's adoption of the new leasing accounting standard on January 1, 2019. Refer to Notes 2 and 12 for further discussion of the Company's recently adopted accounting pronouncements and leases, respectively.
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:
During the three months ended March 31, 2019 and 2018, the Company paid taxes, net of tax refunds, of approximately $1,641,000 and $1,144,000, respectively.
Supplemental disclosures of non-cash investing and financing activities:
In connection with its stock incentive plan, the Company recorded restricted stock unit dividend equivalents, net of forfeitures, in the amount of approximately $647,000 and $557,000 for the three months ended March 31, 2019 and 2018, respectively. These amounts are included in the issuance of restricted stock units and dividends in the condensed consolidated statements of changes in stockholders' equity.
Effective January 1, 2019, the Company's proportionate ownership interest in the Cohen & Steers SICAV Global Preferred Securities Fund (SICAV Preferred) decreased and the Company deconsolidated the assets and liabilities of SICAV Preferred resulting in a non-cash reduction of approximately $114,192,000 from redeemable noncontrolling interests and a non-cash increase of approximately $15,132,000 to equity investments at fair value.
During the three months ended March 31, 2019, the Company's proportionate ownership interest in the Cohen & Steers SICAV Global Real Estate Fund (SICAV GRE) increased and, as a result, the Company consolidated the assets and liabilities and the results of operations of SICAV GRE resulting in a non-cash increase of approximately $45,988,000 to redeemable noncontrolling interests and equity investments at fair value.



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 Asia Limited (CSAL), Cohen & Steers UK Limited (CSUK) and Cohen & Steers Japan, LLC (collectively, the Company).
The Company is a global investment manager specializing in liquid real assets, including real estate securities, listed infrastructure and natural resource equities, as well as preferred securities and other income solutions. Founded in 1986, the Company is headquartered in New York City, with offices in London, Hong Kong and Tokyo.


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, 2018.
Recently Adopted Accounting Pronouncements—In February 2018, the Financial Accounting Standards Board (FASB) issued new guidance allowing entities to reclassify certain tax effects related to the enactment of the Tax Cuts and Jobs Act (the Tax Act) from accumulated other comprehensive income (AOCI) to retained earnings. Prior to the issuance of the new guidance, a portion of the previously recognized deferred tax effects recorded in AOCI was "left stranded" in AOCI as the effect of remeasuring the deferred taxes using the reduced federal corporate income tax rate was required to be recorded through income. The new guidance allows these stranded tax effects to be reclassified from AOCI to retained earnings. The new guidance became effective on January 1, 2019 and the Company adopted the standard using the prospective application. The Company's adoption of the new standard did not have a material effect on its consolidated financial statements and related disclosures.
In February 2016, the FASB issued guidance introducing a new lease model which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. The new guidance establishes a right-of-use model (ROU) that requires a lessee to recognize an ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. This new guidance became effective on January 1, 2019 and the Company adopted the standard, along with certain allowable practical expedients, using the modified retrospective transition approach, which required the recasting of prior period amounts. Other than the Company's condensed consolidated statements of financial condition, the adoption of the new standard had no material impact on its condensed consolidated financial statements.



7




COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

The adoption of the new leasing standard resulted in the following changes to the Company's condensed consolidated statement of financial condition for the year ended December 31, 2018 (in thousands):
 
Previously Reported
 
Adjustments
Due to New Leasing Standard to record ROU assets and lease liabilities
 
Reclassification of Deferred Rent
 
Recast
Operating lease right-of-use assets
$
—

 
$
54,304

 
$
(5,816
)
 
$
48,488

Operating lease liabilities
$
—

 
$
54,304

 
$
—

 
$
54,304

Deferred rent
$
5,816

 
$
—

 
$
(5,816
)
 
$
—

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 Company-sponsored Funds—Investments in Company-sponsored funds and management fees 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. In performing this analysis, all of the Company's management fees are presumed to be commensurate and at market and are therefore not considered variable interests.
A VIE is an entity in which either (i) the equity investment at risk is not sufficient to permit the entity to finance its own activities without additional financial support or (ii) 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 (i) the power to direct the activities of the VIE that most significantly affect its performance, and (ii) 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. Investments 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. 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 in Company-sponsored funds 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 fund or when the Company is the general partner of the fund and the limited partners do not have substantive kick-out or participating rights in the fund.
The Company records noncontrolling interests in consolidated funds for which the Company's ownership is less than 100%.
Cash and Cash Equivalents—Cash and cash equivalents are on deposit with three major financial institutions and consist of short-term, highly-liquid investments, which are readily convertible into cash and have original maturities of three months or less.
Due from/to Brokers—Company-sponsored funds that are consolidated 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 balance represents cash and cash equivalents balances at brokers/custodians and/or receivables and payables for unsettled securities transactions.



8




COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

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. At March 31, 2019, the Company's investments were comprised of the following:
•
Equity investments at fair value, which includes securities held within the affiliated funds that the Company consolidates, individual securities held directly for the purposes of establishing performance track records and seed investments in Company-sponsored open-end funds where the Company has neither control nor the ability to exercise significant influence.
•
Trading investments, which represent debt securities held within the affiliated funds that the Company consolidates and individual debt securities held directly for the purposes of establishing performance track records.
•
Held-to-maturity investments, which represent fixed income securities recorded at amortized cost. The Company periodically reviews held-to-maturity investments for other-than-temporary impairments (OTTI). If the Company believes an OTTI exists, an impairment charge will be recognized in the Company’s condensed consolidated statements of operations.
•
Equity method investments, which represent seed investments in which the Company owns between 20-50% of the outstanding voting interests in the affiliated fund or when it is determined that the Company is able to exercise significant influence but not control over the investments. When using the equity method, the Company recognizes its respective share of the affiliated investee fund net income or loss for the period which is recorded as gain (loss) from investments—net in the Company's condensed consolidated statements of operations.
Realized and unrealized gains and losses on equity investments at fair value, trading investments and equity method 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 affiliated funds consolidated by the Company, enters into derivative contracts to gain exposure to the underlying commodities markets or to hedge market and credit risks of the underlying portfolios, including options, futures and swaps contracts. Gain and losses on derivative contracts are recorded as 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. At March 31, 2019, none of the outstanding derivative contracts were subject to a master netting agreement or other similar arrangement.
Additionally, from time to time, the Company, including the affiliated funds consolidated by the Company, enters into foreign exchange contracts to hedge its currency exposure. These instruments are measured at fair value based on the prevailing forward exchange rate with gains and losses recorded in foreign currency gains (losses)—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. Operating leases are included in operating lease 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 liabilities are recognized at commencement date based on the net present value of lease payments over the lease term. None of the Company’s lease agreements provide an implicit rate. As a result, the Company used an implied incremental borrowing rate based on the information available at lease commencement dates in determining the present value of lease payments. The operating lease ROU asset reflects 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 lease payments is recognized on a straight-line basis over the lease term.


9




COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

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.
Goodwill and Intangible Assets—Goodwill represents the excess of the cost of the Company's investment in the net assets of an acquired company over the fair value of the underlying identifiable net assets at the date of acquisition. Goodwill and indefinite-lived intangible assets are not amortized but are tested at least annually for impairment by comparing the fair value to their carrying amounts.
Redeemable Noncontrolling Interests—Redeemable noncontrolling interests represent third-party interests in the affiliated funds that the Company consolidates. These interests are redeemable at the option of the investors and therefore are not treated as permanent equity. Redeemable noncontrolling interest is remeasured at redemption value which approximates the fair value at each reporting period.
Investment Advisory and Administration Fees—The Company earns revenue by providing asset management services to institutional accounts and to Company-sponsored open-end and closed-end funds. Investment advisory fees are earned pursuant to the terms of investment management agreements and are based on a contractual fee rate applied to the average assets in the portfolio. The Company also earns administration fees from certain Company-sponsored open-end and closed-end funds pursuant to the terms of underlying administration contracts. Administration fees are based on the average 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.
Distribution and Service Fee Revenue—Distribution and service fee revenue is based on the average daily net assets of certain share classes of the Company's sponsored open-end funds distributed by CSS. Distribution and service fee revenue is earned daily and is generally 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 a Company-sponsored open-end fund. Distribution fees represent variable consideration, as fees are based on average assets under management which fluctuate daily. For both the three months ended March 31, 2019 and 2018, a portion of the distribution fee revenue recognized in the current 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). Service fees represent variable consideration, as fees are based on average assets under management which fluctuate daily.
Portfolio Consulting and Other—The Company earns the majority of its portfolio consulting and other fees by (i) providing portfolio consulting services in connection with model-based strategy accounts, (ii) earning a licensing fee for the use of the Company's proprietary indexes and (iii) providing portfolio monitoring services related to a number of unit investment trusts. Revenue is earned pursuant to the terms of the underlying contracts and the fee schedules for these relationships vary based on the type of services the Company provides for each relationship. The majority of the Company's revenue from portfolio consulting and other is recognized over time and represents variable consideration, as fees are based on average assets under advisement which fluctuate daily.
Distribution and Service Fee Expense—Distribution and service fee expense includes distribution fees, shareholder servicing fees and intermediary assistance payments. Distribution and service fee expense is recorded on an accrual basis.
Distribution fee expense represents payments made to qualified intermediaries for (i) assistance in connection with the distribution of the Company's sponsored open-end funds' shares and (ii) for other expenses such as advertising costs and 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 (Rule 12b-1). The Company pays distribution fee expense based on the average daily net assets under management of certain share classes of certain of the funds.


10




COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

Shareholder servicing fee expense represents payments made to qualified intermediaries for shareholder account service and maintenance. These services are provided pursuant to written agreements with such qualified institutions. The Company pays shareholder servicing fee expense generally based on the average assets under management or the number of accounts being serviced.
Intermediary assistance payments represent payments to qualified intermediaries for activities related to distribution, shareholder servicing and marketing and support of the Company's sponsored open-end funds and are incremental to those described above. Intermediary assistance payments are generally based on the average assets under management or the number of accounts being serviced.
Stock-based Compensation—The Company recognizes compensation expense for the grant-date fair value of awards of equity instruments to employees. This expense is recognized over the period during which employees are required to provide service. Forfeitures are recorded as incurred.
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 represents the Company's best estimate of the effective tax rate expected to be applied to the full fiscal year.
The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across the Company's global operations. A tax benefit from an uncertain tax position may be 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.
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 $(6,925,000) and $(7,323,000) at March 31, 2019 and December 31, 2018, respectively. Gains or losses resulting from transactions denominated in currencies other than the U.S. dollar held by certain foreign subsidiaries are included in non-operating income (loss) in the condensed consolidated statements of operations. Gains and losses arising on revaluation of U.S. dollar-denominated assets and liabilities held by foreign subsidiaries are also included in non-operating income (loss) in the Company’s 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 includes net income or loss attributable to common stockholders and amounts attributable to foreign currency translation gain (loss), net of tax.
Recently Issued Accounting Pronouncements—In January 2017, the FASB issued guidance to simplify the goodwill impairment test by removing the requirement to perform a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This new guidance will be effective on January 1, 2020. The Company does not expect the adoption of the new guidance to have a material effect on its condensed consolidated financial statements and related disclosures.



11




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 revenue by vehicle for the periods presented (in thousands):
 
Three Months Ended
March 31,
 
2019
 
2018
Client domicile:
 
 
 
North America
$
80,443

 
$
79,707

Japan
8,231

 
9,093

Asia excluding Japan
3,152

 
3,035

Europe, Middle East and Africa
2,400

 
2,629

Total
$
94,226

 
$
94,464

 
Three Months Ended
March 31,
 
2019
 
2018
Vehicle:
 
 
 
Open-end funds (1)
$
47,468

 
$
47,452

Closed-end funds
19,052

 
19,177

Institutional accounts
25,085

 
25,205

Portfolio consulting and other
2,621

 
2,630

Total
$
94,226

 
$
94,464

________________________
(1)
Included distribution and service fees of $7.0 million and $7.4 million for the three months ended March 31, 2019 and 2018, respectively.


4. Investments
The following tables summarize the Company's investments for the periods presented (in thousands):
 
March 31,
2019
 
December 31, 2018
Equity investments at fair value
$
108,085

 
$
66,795

Trading
29,158

 
108,363

Held-to-maturity (1)
49,797

 
49,748

Equity method
23

 
26

Total investments
$
187,063

 
$
224,932

_________________________
(1)
Held-to-maturity investments had a fair value of approximately $49.9 million and $49.8 million at March 31, 2019 and December 31, 2018, respectively. Original maturities ranged from 6 to 24 months for both periods.
The Company seeded one new fund during the three months ended March 31, 2019.


12




COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

The following table summarizes gain (loss) from investments for the periods presented (in thousands):
 
Three Months Ended
March 31,
 
2019
 
2018
Net realized gains (losses) during the period
$
(767
)
 
$
155

Net unrealized gains (losses) during the period on investments
still held at the end of the period
14,631

 
(4,657
)
Gain (loss) from investments—net (1)
$
13,864

 
$
(4,502
)
________________________
(1)    Includes net income (loss) attributable to redeemable noncontrolling interest.
At March 31, 2019, the Company's consolidated VIEs included the Cohen & Steers SICAV Global Listed Infrastructure Fund (GLI SICAV), the Cohen & Steers Co-Investment Partnership, L.P. (GRP-CIP), SICAV GRE and the Cohen & Steers SICAV Diversified Real Assets Fund (SICAV RAP). At December 31, 2018, the Company's consolidated VIEs included GLI SICAV, GRP-CIP, SICAV Preferred and SICAV RAP.
The following tables summarize the condensed consolidated statements of financial condition attributable to the Company's consolidated VIEs for the periods presented (in thousands):
 
March 31, 2019
 
GLI SICAV
 
GRP-CIP
 
SICAV GRE
 
SICAV RAP
 
Total
Assets (1)
 
 
 
 
 
 
 
 
 
Investments
$
6,241

 
$
474

 
$
74,275

 
$
9,795

 
$
90,785

Due from brokers
264

 
105

 
1,812

 
184

 
2,365

Other assets
204

 
—

 
772

 
361

 
1,337

Total assets
$
6,709

 
$
579

 
$
76,859

 
$
10,340

 
$
94,487

 
 
 
 
 
 
 
 
 
 
Liabilities (1)
 
 
 
 
 
 
 
 
 
Due to brokers
$
51

 
$
—

 
$
939

 
$
50

 
$
1,040

Other liabilities and accrued expenses
63

 
5

 
127

 
132

 
327

Total liabilities
$
114

 
$
5

 
$
1,066

 
$
182

 
$
1,367

 
December 31, 2018
 
GLI SICAV
 
GRP-CIP
 
SICAV Preferred
 
SICAV RAP
 
Total
Assets (1)
 
 
 
 
 
 
 
 
 
Investments
$
5,704

 
$
550

 
$
120,930

 
$
8,929

 
$
136,113

Due from brokers
49

 
103

 
10,868

 
167

 
11,187

Other assets
171

 
—

 
2,136

 
297

 
2,604

Total assets
$
5,924

 
$
653

 
$
133,934

 
$
9,393

 
$
149,904

 
 
 
 
 
 
 
 
 
 
Liabilities (1)
 
 
 
 
 
 
 
 
 
Due to brokers
$
—

 
$
—

 
$
4,398

 
$
24

 
$
4,422

Other liabilities and accrued expenses
74

 
5

 
212

 
149

 
440

Total liabilities
$
74

 
$
5

 
$
4,610

 
$
173

 
$
4,862

_________________________
(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.


13




COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

5. Fair Value
Accounting Standards Codification Topic 820, Fair Value Measurement (ASC 820) 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. If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.
•
Level 3—Valuations derived from valuation techniques in which significant inputs or significant value drivers are unobservable.
Inputs used to measure fair value might fall in different levels of the fair value hierarchy, in which case the Company defaults to the lowest level input that is significant to the fair value measurement in its entirety. These levels are not necessarily an indication of the risk or liquidity associated with the investments. In determining the appropriate levels, the Company performed a detailed analysis of the assets and liabilities that are subject to ASC 820.
The following table presents fair value measurements at March 31, 2019 (in thousands):
 
Level 1
 
Level 2
 
Level 3
 
Investments
Measured at
NAV
 
Investments
Carried at
Amortized Cost
 
Total
Cash equivalents
49,330

 
$
—

 
$
—

 
$
—

 
$
—

 
$
49,330

Equity investments at fair value
 
 
 
 
 
 
 
 
 
 
 
Common stocks
99,322

 
$
—

 
$
—

 
$
—

 
$
—

 
$
99,322

Company-sponsored funds
5,417

 
—

 
—

 
—

 
—

 
5,417

Limited partnership interests
1,407

 
—

 
—

 
474

 
—

 
1,881

Preferred securities
1,224

 
119

 
—

 
—

 
—

 
1,343

Other
—

 
—

 
—

 
122

 
—

 
122

Total
$
107,370

 
$
119

 
$
—

 
$
596

 
$
—

 
$
108,085

Trading investments
 
 
 
 
 
 
 
 
 
 
 
Fixed income
$
—

 
$
29,158

 
$
—

 
$
—

 
$
—

 
$
29,158

Total
$
—

 
$
29,158

 
$
—

 
$
—

 
$
—

 
$
29,158

Held-to-maturity investments
 
 
 
 
 
 
 
 
 
 
 
Fixed income
$
—

 
$
—

 
$
—

 
$
—

 
$
49,797

 
$
49,797

Total
$
—

 
$
—

 
$
—

 
$
—

 
$
49,797

 
$
49,797

Equity method investments
$
—

 
$
—

 
$
—

 
$
23

 
$
—

 
$
23

 
 
 
 
 
 
 
 
 
 
 
 
Total investments
$
107,370

 
$
29,277

 
$
—

 
$
619

 
$
49,797

 
$
187,063

 
 
 
 
 
 
 
 
 
 
 
 
Derivatives - assets
 
 
 
 
 
 
 
 
 
 
 
Commodity futures contracts
$
499

 
$
—

 
$
—

 
$
—

 
$
—

 
$
499

Foreign exchange contracts
—

 
114

 
—

 
—

 
—

 
114

Total
$
499

 
$
114

 
$
—

 
$
—

 
$
—

 
$
613

Derivatives - liabilities
 
 
 
 
 
 
 
 
 
 
 
Commodity futures contracts
$
411

 
$
—

 
$
—

 
$
—

 
$
—

 
$
411

Commodity swap contracts
—

 
2

 
—

 
—

 
—

 
2

Foreign exchange contracts
—

 
127

 
—

 
—

 
—

 
127

Total
$
411

 
$
129

 
$
—

 
$
—

 
$
—

 
$
540



14




COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

The following table presents fair value measurements at December 31, 2018 (in thousands):
 
Level 1
 
Level 2
 
Level 3
 
Investments
Measured at
NAV
 
Investments
Carried at
Amortized Cost
 
Total
Cash equivalents
$
78,147

 
$
—

 
$
—

 
$
—

 
$
—

 
$
78,147

Equity investments at fair value
 
 
 
 
 
 
 
 
 
 
 
Common stocks
$
21,982

 
$
—

 
$
—

 
$
—

 
$
—

 
$
21,982

Company-sponsored funds
9,456

 
—

 
—

 
—

 
—

 
9,456

Limited partnership interests
1,056

 
—

 
—

 
550

 
—

 
1,606

Preferred securities
30,448

 
3,193

 
—

 
—

 
—

 
33,641

Other
—

 
—

 
—

 
110

 
—

 
110

Total
$
62,942

 
$
3,193

 
$
—

 
$
660

 
$
—

 
$
66,795

Trading investments
 
 
 
 
 
 
 
 
 
 
 
Fixed income
$
—

 
$
108,363

 
$
—

 
$
—

 
$
—

 
$
108,363

Total
$
—

 
$
108,363

 
$
—

 
$
—

 
$
—

 
$
108,363

Held-to-maturity investments
 
 
 
 
 
 
 
 
 
 
 
Fixed income
$
—

 
$
—

 
$
—

 
$
—

 
$
49,748

 
$
49,748

Total
$
—

 
$
—

 
$
—

 
$
—

 
$
49,748

 
$
49,748

Equity method investments
$
—

 
$
—

 
$
—

 
$
26

 
$
—

 
$
26

 
 
 
 
 
 
 
 
 
 
 
 
Total investments
$
62,942

 
$
111,556

 
$
—

 
$
686

 
$
49,748

 
$
224,932

 
 
 
 
 
 
 
 
 
 
 
 
Derivatives - assets
 
 
 
 
 
 
 
 
 
 
 
Commodity futures contracts
$
486

 
$
—

 
$
—

 
$
—

 
$
—

 
$
486

Commodity swap contracts
—

 
739

 
—

 
—

 
—

 
739

Total
$
486

 
$
739

 
$
—

 
$
—

 
$
—

 
$
1,225

Derivatives - liabilities
 
 
 
 
 
 
 
 
 
 
 
Commodity futures contracts
$
2,181

 
$
—

 
$
—

 
$
—

 
$
—

 
$
2,181

Foreign exchange contracts
—

 
205

 
—

 
—

 
—

 
205

Total
$
2,181

 
$
205

 
$
—

 
$
—

 
$
—

 
$
2,386

Cash equivalents were comprised of investments in actively traded U.S. Treasury money market funds measured at NAV.
Equity investments at fair value classified as level 2 were comprised of certain preferred securities with predominately equity-like characteristics whose fair values are generally determined using third-party pricing services. The pricing services may utilize pricing models, and inputs into those models may include reported trades, executable bid and ask prices, broker-dealer quotations, prices or yields of similar securities, benchmark curves and other market information. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security.
Trading investments classified as level 2 were comprised of U.S. Treasury securities held within consolidated funds carried at amortized cost, which approximates fair value, corporate debt securities, as well as certain preferred securities with predominately debt-like characteristics. The fair value amounts 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. Since these securities do not trade on a daily basis, the pricing services evaluate pricing applications and apply available information through processes such as yield curves, benchmarking of like securities, sector groupings, and matrix pricing, to prepare evaluations.


15




COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

Investments measured at NAV were comprised of certain investments measured at fair value using NAV (or its equivalent) as a practical expedient. These investments were comprised of:
•
Equity investments at fair value - limited partner interests in limited partnership vehicles that invest in non-registered real estate funds and the Company's co-investment in a Cayman trust invested in global listed infrastructure securities, both of which are valued based on the NAVs of the underlying investments. At March 31, 2019 and December 31, 2018, the Company did not have the ability to redeem the interests in the limited partnership vehicles; there were no contractual restrictions on the Company's ability to redeem its interest in the Cayman trust.
•
Equity method investments - the Company's partnership interest in a Company-sponsored limited partnership that invests in non-registered real estate funds, which approximated its fair value based on the fund's NAV. The Company's ownership in this limited partnership was approximately 0.2% at both March 31, 2019 and December 31, 2018. The Company's risk with respect to this investment is limited to its equity ownership and any uncollected management fees. At March 31, 2019 and December 31, 2018, the Company did not have the ability to redeem this investment.
Held-to-maturity investments were comprised of U.S. Treasury securities, which were directly issued by the U.S. government, with original maturities of 6 to 24 months. These securities were purchased with the intent to hold to maturity and are recorded at amortized cost.
Investments measured at NAV and held-to-maturity investments have not been classified in the fair value hierarchy. The amounts presented in the above table are intended to permit reconciliation of the fair value hierarchy to the amounts presented on the consolidated statement of financial position.
Commodity swap contracts classified as level 2 were valued based on the underlying futures contracts.
Foreign currency exchange contracts classified as level 2 were valued based on the prevailing forward exchange rate.
The following table summarizes the changes in level 3 limited partnership interests in trading investments measured at fair value on a recurring basis for the three months ended March 31, 2018 (in thousands):
Balance at beginning of the period
$
605

Purchases / contributions
—

Sales / distributions
(598
)
Realized gains (losses)
(68
)
Unrealized gains (losses)
61

Transfers into (out of) level 3
—

Balance at end of the period
$
—

 
Realized and unrealized gains (losses) in the above table were recorded as gain (loss) from investments—net in the Company's condensed consolidated statements of operations.
Valuation Techniques
In certain instances, debt, equity and preferred 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 Company-sponsored funds are valued at their closing price or NAV (or its equivalent) as a practical expedient.


16




COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

Foreign exchange contracts are valued based on the prevailing forward exchange rate, which is an input that is observable in active markets (level 2).
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 involves a significant degree of judgment, taking into consideration a combination of internal and external factors. Such investments are valued 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 valuation process also includes a review by the Company's valuation committee which is comprised of senior members from various departments within the Company, including investment management. The valuation committee provides independent oversight of the valuation policies and procedures.

6. Derivatives
The following tables summarize the notional and fair value of the derivative financial instruments. The notional amount represents the absolute value amount of all outstanding derivative contracts for the periods presented (in thousands):
 
As of March 31, 2019
 
 
 
Fair Value (1)
 
Notional Amount
 
Assets
 
Liabilities
Commodity futures contracts
$
25,797

 
$
499

 
$
411

Commodity swap contracts
9,000

 
—

 
2

Foreign exchange contracts
18,624

 
114

 
127

Total
 
 
$
613

 
$
540

 
As of December 31, 2018
 
 
 
Fair Value (1)
 
Notional Amount
 
Assets
 
Liabilities
Commodity futures contracts
$
22,795

 
$
486

 
$
2,181

Commodity swap contracts
8,761

 
739

 
—

Foreign exchange contracts
10,996

 
—

 
205

Total
 
 
$
1,225

 
$
2,386

________________________
(1)    The fair value of the derivative financial instruments are recorded in other assets and other liabilities and accrued expenses on the
Company's condensed consolidated statements of financial condition.
Cash included in due from broker of approximately $704,000 and $2,002,000, and investments of approximately $536,000 and $1,807,000 on the condensed consolidated statements of financial condition at March 31, 2019 and December 31, 2018, respectively, were held as collateral for futures contracts.


17




COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

The following table summarizes gains (losses) from derivative financial instruments for the periods presented (in thousands):
 
Three Months Ended
March 31,
 
2019
 
2018
Commodity futures contracts
$
896

 
$
(34
)
Commodity swap contracts
(741
)
 
—

Foreign exchange contracts
192

 
(846
)
Total
$
347

 
$
(880
)

7. Earnings Per Share
Basic earnings per share is calculated by dividing net income attributable to common stockholders by the weighted average shares outstanding. Diluted earnings per share is calculated using the treasury stock method by dividing net income attributable to common stockholders by the total weighted average shares of common stock outstanding and common stock equivalents. 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.
Anti-dilutive common stock equivalents of approximately 4,700 and 4,600 shares were excluded from the computation for the three months ended March 31, 2019 and 2018, respectively.
The following table reconciles income and share data used in the basic and diluted earnings per share computations for the periods presented (in thousands, except per share data):
 
Three Months Ended
March 31,
 
2019
 
2018
Net income
$
39,977

 
$
28,924

Less: Net (income) loss attributable to redeemable noncontrolling interests
(7,434
)
 
(1,338
)
Net income attributable to common stockholders
$
32,543

 
$
27,586

Basic weighted average shares outstanding
47,146

 
46,683

Dilutive potential shares from restricted stock units
496

 
469

Diluted weighted average shares outstanding
47,642

 
47,152

 
 
 
 
Basic earnings per share attributable to common stockholders
$
0.69

 
$
0.59

Diluted earnings per share attributable to common stockholders
$
0.68

 
$
0.59


8. Income Taxes
The provision for income taxes includes U.S. federal, state, local and foreign taxes. The effective tax rate for the three months ended March 31, 2019 was approximately 24.2%, compared with 22.7% for the three months ended March 31, 2018. The effective tax rate for both the three months ended March 31, 2019 and 2018 differed from the U.S. federal statutory rate of 21% primarily due to state, local and foreign taxes, partially offset by the tax effects related to the delivery of restricted stock units.
Deferred income taxes represent the tax effects of the temporary differences between book and tax bases and are measured using enacted tax rates that will be in effect when such items are expected to reverse. The Company's net deferred tax asset was primarily comprised of future income tax deductions attributable to the delivery of unvested restricted stock units. The Company records a valuation allowance, when necessary, to reduce deferred tax assets to an amount that more likely than not will be realized.


18




COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

9. Regulatory Requirements
CSS, a registered broker-dealer in the U.S., is subject to the SEC's Uniform Net Capital Rule 15c3-1 (the Rule), which requires that broker-dealers maintain a minimum level of net capital, as prescribed by the Rule. At March 31, 2019, CSS had net capital of approximately $2.8 million, which exceeded its requirements by approximately $2.6 million. The Rule also provides that equity capital may not be withdrawn or cash dividends paid if the resulting net capital of a broker-dealer is less than the amount required under the Rule and requires prior notice to the SEC for certain withdrawals of capital. CSS does not carry customer accounts and is exempt from SEC Rule 15c3-3 pursuant to provisions (k)(1) and (k)(2)(i) of such rule. In April 2019, the Company contributed an additional $2.0 million of capital to CSS.
CSAL is subject to regulation by the Hong Kong Securities and Futures Commission. At March 31, 2019, CSAL had regulatory capital of approximately $17.3 million, which exceeded its minimum regulatory capital requirements by approximately $16.9 million.
CSUK is subject to regulation by the United Kingdom Financial Conduct Authority. At March 31, 2019, CSUK had regulatory capital of approximately $33.8 million, which exceeded its minimum regulatory capital requirements by approximately $28.9 million.

10. Related Party Transactions
The Company is an investment adviser to, and has administration agreements with, affiliated funds for which certain employees are officers and/or directors. The following table summarizes the amount of revenue the Company earned from these affiliated funds for the periods presented (in thousands):
 
Three Months Ended
March 31,
 
2019
 
2018
Investment advisory and administration fees (1)
$
59,696

 
$
59,304

Distribution and service fees
6,973

 
7,400

Total
$
66,669

 
$
66,704

_________________________
(1)    Investment advisory and administration fees are reflected net of fund reimbursements of $2.4 million and $2.7 million for the three
months ended March 2019 and 2018, respectively.
The following table summarizes sales proceeds, gross realized gains, gross realized losses and dividend income from investments in Company-sponsored funds for the periods presented (in thousands):
 
Three Months Ended
March 31,
 
2019
 
2018
Proceeds from sales
$
21,107

 
$
—

Gross realized gains
—

 
—

Gross realized losses
(907
)
 
—

Dividend income
2

 
152

Included in accounts receivable at March 31, 2019 and December 31, 2018 are receivables due from Company-sponsored funds of approximately $23,943,000 and $21,855,000, respectively.



19




COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)

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 periodically commits to fund a portion of the equity in certain of its sponsored investment products. The Company has committed to co-invest up to $5.1 million alongside Cohen & Steers Global Realty Partners III-TE, L.P. (GRP-TE), a portion of which is made through GRP-TE and the remainder of which is made through Cohen & Steers Co-Investment Partnership, L.P. (GRP-CIP) for up to 12 years through the life of GRP-TE. At March 31, 2019, the Company has funded approximately $3.8 million with respect to this commitment. The actual timing for funding the unfunded portion of this commitment is currently unknown, as the drawdown of the Company's unfunded commitment is contingent on the timing of drawdowns by the underlying funds in which GRP-TE and CRP-CIP invest. At March 31, 2019, the unfunded commitment was not recorded on the Company's condensed consolidated statements of financial condition.

12. Leases
The Company has operating leases for corporate offices and certain information technology equipment.
The following table summarizes the Company's leases for the periods presented:
 
Three Months Ended
March 31,
 
2019
 
2018
(in thousands, except lease term and discount rate)
 
 
 
Operating lease cost
$
2,881

 
$
2,916

 
 
 
 
Supplemental cash flow information related to operating leases is as follows:
 
 
 
Cash paid for amounts included in the measurement of lease liabilities
3,088

 
2,962

Right-of-use assets obtained in exchange for new lease liabilities
—

 
614

 
 
 
 
Weighted-average remaining lease term and discount rate for operating leases are as follows:
 
 
 
Weighted-average remaining lease term (years)
5

 
6

Weighted-average discount rate
2.8
%
 
2.8
%
The following table summarizes the maturities of lease liabilities at March 31, 2019 (in thousands):
Year Ending December 31,
Operating Leases
2019
$
9,264

2020
11,919

2021
11,175

2022
10,876

2023
10,849

Thereafter
962

Total remaining undiscounted lease payments
55,045

Less: imputed interest
3,461

Total remaining discounted lease payments
$
51,584



20




COHEN & STEERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(UNAUDITED)


13. Concentration of Credit Risk
The Company's cash and cash equivalents are principally on deposit with three major financial institutions. The Company is subject to credit risk should these financial institutions be unable to fulfill their obligations.


14. 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 May 1, 2019, the Company declared a quarterly dividend on its common stock in the amount of $0.36 per share. The dividend will be payable on May 23, 2019 to stockholders of record at the close of business on May 13, 2019.


21

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, 2019 and 2018. 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 liquid real assets, including real estate securities, listed infrastructure and natural resource equities, as well as preferred securities and other income solutions. Founded in 1986, we are headquartered in New York City, with offices in London, Hong Kong and Tokyo.
Our primary investment strategies include U.S. real estate securities, global/international real estate securities, global listed infrastructure, midstream energy, real assets multi-strategy, preferred securities, low duration preferred securities 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 as well as separate accounts, including subadvised portfolios for financial institutions and individuals around the world.
Our products and services are marketed through multiple distribution channels. We distribute our U.S. registered funds principally through financial intermediaries, including broker-dealers, registered investment advisers, banks and fund supermarkets. Our funds domiciled in Europe are marketed globally to individual and institutional investors through financial intermediaries, as well as privately to institutional investors. Our institutional clients include corporate and public defined benefit and defined contribution pension plans, endowment funds and foundations, insurance companies and other financial institutions that access our investment management services directly, through consultants or through other intermediaries.
Our revenue is derived from fees received from our clients, including fees for managing or subadvising client accounts; investment advisory, administration, distribution and service fees received from Company-sponsored open-end and closed-end funds as well as fees for portfolio consulting and other services. Our fees are paid in arrears, based on contractually specified rates applied to the value of the assets we manage and, to a lesser degree, investment performance. 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, addition or termination of client accounts, contributions or withdrawals from client accounts, market conditions, foreign currency fluctuations, distributions as well as investor subscriptions or redemptions, and is recognized over the period that the assets are managed.


22

Assets Under Management
By Investment Vehicle
 
Three Months Ended
March 31,
 
2019
 
2018
Institutional Accounts
 
 
 
Assets under management, beginning of period
$
25,712

 
$
29,396

Inflows
810

 
743

Outflows
(1,172
)
 
(835
)
Net inflows (outflows)
(362
)
 
(92
)
Market appreciation (depreciation)
3,762

 
(1,266
)
Distributions
(361
)
 
(600
)
Transfers
5

 
—

Total increase (decrease)
3,044

 
(1,958
)
Assets under management, end of period
$
28,756

 
$
27,438

Average assets under management
$
27,602

 
$
27,783

 
 
 
 
Open-end Funds
 
 
 
Assets under management, beginning of period
$
20,699

 
$
23,304

Inflows
3,013

 
2,535

Outflows
(1,623
)
 
(2,538
)
Net inflows (outflows)
1,390

 
(3
)
Market appreciation (depreciation)
2,718

 
(959
)
Distributions
(207
)
 
(206
)
Transfers
(5
)
 
—

Total increase (decrease)
3,896

 
(1,168
)
Assets under management, end of period
$
24,595

 
$
22,136

Average assets under management
$
22,943

 
$
22,299

 
 
 
 
Closed-end Funds
 
 
 
Assets under management, beginning of period
$
8,410

 
$
9,406

Inflows
—

 
—

Outflows
—

 
—

Net inflows (outflows)
—

 
—

Market appreciation (depreciation)
1,007

 
(390
)
Distributions
(127
)
 
(128
)
Total increase (decrease)
880

 
(518
)
Assets under management, end of period
$
9,290

 
$
8,888

Average assets under management
$
8,983

 
$
9,091

 
 
 
 
Total
 
 
 
Assets under management, beginning of period
$
54,821

 
$
62,106

Inflows
3,823

 
3,278

Outflows
(2,795
)
 
(3,373
)
Net inflows (outflows)
1,028

 
(95
)
Market appreciation (depreciation)
7,487

 
(2,615
)
Distributions
(695
)
 
(934
)
Total increase (decrease)
7,820

 
(3,644
)
Assets under management, end of period
$
62,641

 
$
58,462

Average assets under management
$
59,528

 
$
59,173







23

Assets Under Management
By Institutional Account Type
 
Three Months Ended
March 31,
 
2019
 
2018
Advisory
 
 
 
Assets under management, beginning of period
$
12,065

 
$
11,341

Inflows
$
288

 
$
393

Outflows
(318
)
 
(115
)
Net inflows (outflows)
(30
)
 
278

Market appreciation (depreciation)
1,650

 
(405
)
Transfers
5

 
—

Total increase (decrease)
1,625

 
(127
)
Assets under management, end of period
$
13,690

 
$
11,214

Average assets under management
$
13,140

 
$
11,210

 
 
 
 
Japan Subadvisory
 
 
 
Assets under management, beginning of period
$
8,135

 
$
11,458

Inflows
27

 
69

Outflows
(287
)
 
(405
)
Net inflows (outflows)
(260
)
 
(336
)
Market appreciation (depreciation)
1,304

 
(646
)
Distributions
(361
)
 
(600
)
Total increase (decrease)
683

 
(1,582
)
Assets under management, end of period
$
8,818

 
$
9,876

Average assets under management
$
8,538

 
$
10,165

 
 
 
 
Subadvisory Excluding Japan
 
 
 
Assets under management, beginning of period
$
5,512

 
$
6,597

Inflows
495

 
281

Outflows
(567
)
 
(315
)
Net inflows (outflows)
(72
)
 
(34
)
Market appreciation (depreciation)
808

 
(215
)
Total increase (decrease)
736

 
(249
)
Assets under management, end of period
$
6,248

 
$
6,348

Average assets under management
$
5,924

 
$
6,408

 
 
 
 
Total Institutional Accounts
 
 
 
Assets under management, beginning of period
$
25,712

 
$
29,396

Inflows
810

 
743

Outflows
(1,172
)
 
(835
)
Net inflows (outflows)
(362
)
 
(92
)
Market appreciation (depreciation)
3,762

 
(1,266
)
Distributions
(361
)
 
(600
)
Transfers
5

 
—

Total increase (decrease)
3,044

 
(1,958
)
Assets under management, end of period
$
28,756

 
$
27,438

Average assets under management
$
27,602

 
$
27,783






24

Assets Under Management
By Investment Strategy
 
Three Months Ended
March 31,
 
2019
 
2018
U.S. Real Estate
 
 
 
Assets under management, beginning of period
$
23,158

 
$
27,580

Inflows
1,338

 
1,323

Outflows
(964
)
 
(1,611
)
Net inflows (outflows)
374

 
(288
)
Market appreciation (depreciation)
3,838

 
(1,758
)
Distributions
(479
)
 
(670
)
Transfers
—

 
(159
)
Total increase (decrease)
3,733

 
(2,875
)
Assets under management, end of period
$
26,891

 
$
24,705

Average assets under management
$
25,470

 
$
25,194

 
 
 
 
Preferred Securities
 
 
 
Assets under management, beginning of period
$
11,868

 
$
13,018

Inflows
1,686

 
1,200

Outflows
(684
)
 
(996
)
Net inflows (outflows)
1,002

 
204

Market appreciation (depreciation)
864

 
(227
)
Distributions
(137
)
 
(142
)
Transfers
—

 
159

Total increase (decrease)
1,729

 
(6
)
Assets under management, end of period
$
13,597

 
$
13,012

Average assets under management
$
12,851

 
$
12,968

 
 
 
 
Global/International Real Estate
 
 
 
Assets under management, beginning of period
$
10,856

 
$
11,108

Inflows
619

 
464

Outflows
(451
)
 
(287
)
Net inflows (outflows)
168

 
177

Market appreciation (depreciation)
1,627

 
(257
)
Distributions
(19
)
 
(63
)
Total increase (decrease)
1,776

 
(143
)
Assets under management, end of period
$
12,632

 
$
10,965

Average assets under management
$
11,894

 
$
10,895















25

Assets Under Management
By Investment Strategy - continued
 
Three Months Ended
March 31,
 
2019
 
2018
Global Listed Infrastructure
 
 
 
Assets under management, beginning of period
$
6,483

 
$
6,932

Inflows
122

 
251

Outflows
(122
)
 
(73
)
Net inflows (outflows)
—

 
178

Market appreciation (depreciation)
914

 
(307
)
Distributions
(48
)
 
(45
)
Total increase (decrease)
866

 
(174
)
Assets under management, end of period
$
7,349

 
$
6,758

Average assets under management
$
7,046

 
$
6,863

 
 
 
 
Other
 
 
 
Assets under management, beginning of period
$
2,456

 
$
3,468

Inflows
58

 
40

Outflows
(574
)
 
(406
)
Net inflows (outflows)
(516
)
 
(366
)
Market appreciation (depreciation)
244

 
(66
)
Distributions
(12
)
 
(14
)
Total increase (decrease)
(284
)
 
(446
)
Assets under management, end of period
$
2,172

 
$
3,022

Average assets under management
$
2,267

 
$
3,253

 
 
 
 
Total
 
 
 
Assets under management, beginning of period
$
54,821

 
$
62,106

Inflows
3,823

 
3,278

Outflows
(2,795
)
 
(3,373
)
Net inflows (outflows)
1,028

 
(95
)
Market appreciation (depreciation)
7,487

 
(2,615
)
Distributions
(695
)
 
(934
)
Total increase (decrease)
7,820

 
(3,644
)
Assets under management, end of period
$
62,641

 
$
58,462

Average assets under management
$
59,528

 
$
59,173










26

Investment Performance at March 31, 2019
investmentperformance319.jpg
_________________________
(1)
Past performance is no guarantee of future results. Outperformance is determined by annualized investment performance of all accounts in each investment strategy measured gross of fees and net of withholding taxes in comparison to the performance of each account's reference benchmark 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)
© 2019 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, 2019. Overall Morningstar rating is a weighted average based on the 3-year, 5-year and 10-year Morningstar rating. Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages. This is not investment advice and may not be construed as sales or marketing material for any financial product or service sponsored or provided by Cohen & Steers.
Overview
Assets under management at March 31, 2019 increased 7.1% to $62.6 billion from $58.5 billion at March 31, 2018. The increase was due to market appreciation of $7.6 billion, partially offset by net outflows of $58 million and distributions of $3.3 billion. Market appreciation included $4.6 billion from U.S. real estate and $1.5 billion from global/international real estate. Distributions included $2.4 billion from U.S. real estate and $555 million from preferred securities. Average assets under management for the three months ended March 31, 2019 increased 0.6% to $59.5 billion from $59.2 billion for the three months ended March 31, 2018.




27

Institutional accounts
Assets under management in institutional accounts at March 31, 2019, which represented 45.9% of total assets under management, increased 4.8% to $28.8 billion from $27.4 billion at March 31, 2018. The increase was due to market appreciation of $4.0 billion, partially offset by net outflows of $1.0 billion and distributions of $1.7 billion. Net outflows included $746 million from U.S. real estate and $595 million from large cap value (which is included in “Other” in the table on pages 25-26), partially offset by net inflows of $452 million into preferred securities. Market appreciation included $2.1 billion from U.S. real estate and $1.3 billion from global/international real estate. Distributions included $1.6 billion from U.S. real estate. Average assets under management for institutional accounts for the three months ended March 31, 2019 decreased 0.7% to $27.6 billion from $27.8 billion for the three months ended March 31, 2018.
Assets under management in institutional advisory accounts at March 31, 2019, which represented 47.6% of institutional assets under management, increased 22.1% to $13.7 billion from $11.2 billion at March 31, 2018. The increase was due to net inflows of $868 million and market appreciation of $1.6 billion. Net inflows included $597 million into preferred securities and $128 million into global/international real estate. Market appreciation included $562 million from global/international real estate, $554 million from U.S. real estate and $269 million from global listed infrastructure. Average assets under management for institutional advisory accounts for the three months ended March 31, 2019 increased 17.2% to $13.1 billion from $11.2 billion for the three months ended March 31, 2018.
Assets under management in Japan subadvised accounts at March 31, 2019, which represented 30.7% of institutional assets under management, decreased 10.7% to $8.8 billion from $9.9 billion at March 31, 2018. The decrease was due to net outflows of $1.0 billion and distributions of $1.7 billion, partially offset by market appreciation of $1.7 billion. Net outflows, market appreciation and distributions included $754 million, $1.4 billion and $1.6 billion, respectively, from U.S. real estate. Average assets under management for Japan subadvised accounts for the three months ended March 31, 2019 decreased 16.0% to $8.5 billion from $10.2 billion for the three months ended March 31, 2018.
Assets under management in institutional subadvised accounts excluding Japan at March 31, 2019, which represented 21.7% of institutional assets under management, decreased 1.6% to $6.2 billion from $6.3 billion at March 31, 2018. The decrease was due to net outflows $852 million, partially offset by market appreciation of $753 million. Net outflows included $504 million from large cap value and $350 million from commodities (both included in "Other" in the table pages 25-26), partially offset by net inflows of $302 million into global/international real estate. Market appreciation included $474 million from global/international real estate and $146 million from U.S. real estate. Average assets under management for institutional subadvised accounts excluding Japan for the three months ended March 31, 2019 decreased 7.6% to $5.9 billion from $6.4 billion for the three months ended March 31, 2018.
Open-end funds
Assets under management in open-end funds at March 31, 2019, which represented 39.3% of total assets under management, increased 11.1% to $24.6 billion from $22.1 billion at March 31, 2018. The increase was due to net inflows of $944 million and market appreciation of $2.7 billion, partially offset by distributions of $1.1 billion. Net inflows included $740 million into U.S. real estate. Market appreciation included $2.1 billion from U.S. real estate. Distributions included $592 million from U.S. real estate and $435 million from preferred securities. Average assets under management for open-end funds for the three months ended March 31, 2019 increased 2.9% to $22.9 billion from $22.3 billion for the three months ended March 31, 2018.
Closed-end funds
Assets under management in closed-end funds at March 31, 2019, which represented 14.8% of total assets under management, increased 4.5% to $9.3 billion from $8.9 billion at March 31, 2018. The increase was due to market appreciation of $899 million, partially offset by distributions of $510 million. Average assets under management for closed-end funds for the three months ended March 31, 2019 decreased 1.2% to $9.0 billion from $9.1 billion for the three months ended March 31, 2018.


28

Results of Operations
2019 Compared with 2018
 
Three Months Ended
March 31,
(in thousands, except percentages and per share data)
2019
 
2018
U.S. GAAP
 
 
 
Revenue
$
94,226

 
$
94,464

Expenses
$
58,791

 
$
57,245

Operating income
$
35,435

 
$
37,219

Non-operating income (loss)
$
14,910

 
$
(199
)
Net income attributable to common stockholders
$
32,543

 
$
27,586

Diluted earnings per share
$
0.68

 
$
0.59

Operating margin
37.6
%
 
39.4
%
 
 
 
 
As Adjusted (1)
 
 
 
Net income attributable to common stockholders
$
27,424

 
$
29,009

Diluted earnings per share
$
0.58

 
$
0.62

Operating margin
38.1
%
 
40.6
%
_________________________
(1)
The "As Adjusted" amounts represent non-GAAP financial measures. Refer to pages 32-33 for reconciliations to the most directly comparable U.S. GAAP financial measures.
U.S. GAAP

Three Months Ended March 31, 2019 Compared with Three Months Ended March 31, 2018
Revenue
Revenue for the three months ended March 31, 2019 decreased 0.3% to $94.2 million from $94.5 million for the three months ended March 31, 2018. This decrease was primarily attributable to lower distribution and service fees revenue of $427,000, partially offset by higher investment advisory and administration fees of $198,000 due to higher average assets under management in open-end funds.
For the three months ended March 31, 2019:
•
Total investment advisory revenue from institutional accounts decreased 0.5% to $25.1 million from $25.2 million for the three months ended March 31, 2018. Total investment advisory revenue compared with average assets under management in institutional accounts implied an annualized effective fee rate of 36.9 bps and 36.8 bps for the three months ended March 31, 2019 and 2018, respectively.
•
Total investment advisory and administration revenue from open-end funds increased 1.1% to $40.5 million from $40.1 million for the three months ended March 31, 2018. Total investment advisory and administration revenue compared with average assets under management in open-end funds implied an annualized effective fee rate of 71.6 bps and 72.8 bps for the three months ended March 31, 2019 and 2018, respectively.
•
Total investment advisory and administration revenue from closed-end funds decreased 0.7% to $19.1 million from $19.2 million for the three months ended March 31, 2018. Total investment advisory and administration revenue compared with average assets under management in closed-end funds implied an annualized effective fee rate of 86.0 bps and 85.6 bps for the three months ended March 31, 2019 and 2018, respectively.



29

Expenses
Expenses for the three months ended March 31, 2019 increased 2.7% to $58.8 million from $57.2 million for the three months ended March 31, 2018, primarily due to higher employee compensation and benefits of $2.6 million, partially offset by lower general and administrative expenses of approximately $747,000 and lower distribution and service fees expense of approximately $306,000.
Employee compensation and benefits for the three months ended March 31, 2019 increased 8.2% to $33.7 million from $31.2 million for the three months ended March 31, 2018, primarily due to higher salaries of approximately $914,000, higher amortization of restricted stock units of approximately $748,000 and higher incentive compensation of approximately $503,000.
Distribution and service fees expense for the three months ended March 31, 2019 decreased 2.4% to $12.5 million from $12.8 million for the three months ended March 31, 2018, primarily due to a continued shift in the composition of assets under management into lower cost share classes, partially offset by higher average assets under management in U.S. open-end funds.
General and administrative expenses for the three months ended March 31, 2019 decreased 6.1% to $11.4 million from $12.2 million for the three months ended March 31, 2018. The three months ended March 31, 2018 included expenses of approximately $871,000 associated with the evaluation of a potential business transaction that we did not pursue.
Operating Margin
Operating margin for the three months ended March 31, 2019 decreased to 37.6% from 39.4% for the three months ended March 31, 2018.
Non-operating Income (Loss)
Non-operating income for the three months ended March 31, 2019 was $14.9 million, which included net income attributable to redeemable noncontrolling interests of $7.4 million, compared with a non-operating loss of $199,000 for the three months ended March 31, 2018, which included net income attributable to redeemable noncontrolling interests of $1.3 million. Non-operating income (loss) was comprised of the following:
•
Interest and dividend income of $1.5 million for the three months ended March 31, 2019, which included interest on corporate cash and U.S. Treasury securities of $787,000, interest and dividend income of $624,000 attributable to consolidated funds and dividend income of $130,000 from other seed investments. Interest and dividend income of $1.8 million for the three months ended March 31, 2018, included $572,000 of interest on corporate cash, interest and dividend income of $1.0 million from consolidated funds and dividend income of $222,000 from other seed investments;
•
Net gain from investments of $13.9 million for the three months ended March 31, 2019, which included net gains from consolidated funds of $10.4 million and net gains of $3.5 million from other seed investments (which included net realized losses of $1.2 million). Net loss from investments of $4.5 million for the three months ended March 31, 2018, which included net losses from consolidated funds of $2.5 million and net unrealized losses of $2.0 million from other seed investments; and
•
Foreign currency losses of $495,000 for the three months ended March 31, 2019, which included net losses of $664,000 attributable to U.S. dollar-denominated assets and liabilities held by certain foreign subsidiaries, partially offset by net gains of $49,000 attributable to consolidated funds. Foreign currency gains of $2.5 million for the three months ended March 31, 2018, which included net gains of $2.6 million attributable to consolidated funds.
Income Taxes
Income tax expense was $10.4 million for the three months ended March 31, 2019, compared with $8.1 million for the three months ended March 31, 2018. The effective tax rate for the three months ended March 31, 2019 was approximately 24.16%, compared with approximately 22.69% for the three months ended March 31, 2018. The effective tax rate for the three months ended March 31, 2019 and March 31, 2018 differed from the U.S. federal statutory rate of 21% primarily due to state, local and foreign taxes, partially offset by the tax effects related to the delivery of restricted stock units.


30

As Adjusted
The term "As Adjusted" is used to identify non-GAAP financial information in the discussion below. Refer to pages 32-33 for reconciliations to the most directly comparable U.S. GAAP financial measures.
Revenue
Revenue, as adjusted, for the three months ended March 31, 2019 decreased 0.5% to $93.9 million from $94.4 million for the three months ended March 31, 2018.
Revenue, as adjusted, excluded the impact of consolidation of certain of the Company's seed investments for both periods presented.
Expenses
Expenses, as adjusted, for the three months ended March 31, 2019 increased 3.6% to $58.2 million from $56.1 million for the three months ended March 31, 2018.
Expenses, as adjusted, excluded the following:
•
The impact of the consolidation of certain of the Company's seed investments for both periods presented;
•
Amounts related to the accelerated vesting of certain restricted stock units for the three months ended March 31, 2019; and
•
Expenses incurred associated with the evaluation of a potential business transaction that the Company did not pursue for the three months ended March 31, 2018.
Operating Margin
Operating margin, as adjusted, for the three months ended March 31, 2019 was 38.1%, compared with 40.6% for the three months ended March 31, 2018.
Non-operating Income
Non-operating income, as adjusted, for the three months ended March 31, 2019 was $908,000, compared with $518,000 for the three months ended March 31, 2018.
Non-operating income, as adjusted, excluded the following:
•
Amounts attributable to the consolidation of certain of the Company's seed investments and results from the Company's seed investments that were not consolidated for both periods presented; and
•
Net foreign currency exchange losses associated with U.S. dollar-denominated assets and liabilities held by certain foreign subsidiaries for the three months ended March 31, 2019.
Income Taxes
The effective tax rate, as adjusted, was 25.25% for both the three months ended March 31, 2019 and 2018.
The effective tax rate, as adjusted, excluded the following for both periods presented:
•
Tax effects related to the non-GAAP adjustments; and
•
Tax effects related to the delivery of restricted stock units.








31

Non-GAAP Reconciliations
Management believes that use of these non-GAAP financial measures enhances the evaluation of our results, as they provide greater transparency into our operating performance. In addition, these non-GAAP financial measures are used to prepare our internal management reports and are used by management in evaluating our business.
While we believe that this non-GAAP financial information is useful in evaluating our results and 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.
Reconciliation of U.S. GAAP Net Income Attributable to Common Stockholders and U.S. GAAP Earnings per Share to Net Income Attributable to Common Stockholders, As Adjusted, and Earnings per Share, As Adjusted
(in thousands, except per share data)
Three Months Ended
March 31,
 
2019
 
2018
Net income attributable to common stockholders, U.S. GAAP
$
32,543

 
$
27,586

Seed investments (1)
(7,016
)
 
2,255

Accelerated vesting of restricted stock units (2)
129

 
—

General and administrative (3)
—

 
871

Foreign currency exchange (gains) losses (4)
664

 
—

Tax adjustments (5)
1,104

 
(1,703
)
Net income attributable to common stockholders, as adjusted
$
27,424

 
$
29,009

 
 
 
 
Diluted weighted average shares outstanding
47,642

 
47,152

Diluted earnings per share, U.S. GAAP
$
0.68

 
$
0.59

Seed investments (1)
(0.15
)
 
0.05

Accelerated vesting of restricted stock units (2)
0.01

 
—

General and administrative (3)
—

 
0.02

Foreign currency exchange (gains) losses (4)
0.01

 
—

Tax adjustments
0.03

 
(0.04
)
Diluted earnings per share, as adjusted
$
0.58

 
$
0.62

_________________________
(1)
Represents amounts related to the deconsolidation of seed investments in Company-sponsored funds as well as interest and dividend income and realized and unrealized (gains) losses on seed investments that were not consolidated.
(2)
Represents amounts related to the accelerated vesting of certain restricted stock units.
(3)
Represents expenses associated with the evaluation of a potential business transaction that the Company did not pursue for the three months ended March 31, 2018.
(4)
Represents net foreign currency exchange losses associated with U.S. dollar-denominated assets and liabilities held by certain foreign subsidiaries. U.S. GAAP amounts for the prior period have not been recast to conform with the current period presentation as the impact to results was not material.
(5)
Tax adjustments are summarized in the following table:
(in thousands)
Three Months Ended
March 31,
 
2019
 
2018
Tax effect of non-GAAP adjustments
$
1,298

 
$
(700
)
Delivery of restricted stock units
(194
)
 
(1,003
)
Total tax adjustments
$
1,104

 
$
(1,703
)




32

Reconciliation of U.S. GAAP Operating Income and U.S. GAAP Operating Margin to Operating Income, As Adjusted, and Operating Margin, As Adjusted
(in thousands, except percentages)
Three Months Ended
March 31,
 
2019
 
2018
Revenue, U.S. GAAP
$
94,226

 
$
94,464

Seed investments (1)
(280
)
 
(51
)
Revenue, as adjusted
$
93,946

 
$
94,413

 
 
 
 
Expenses, U.S. GAAP
$
58,791

 
$
57,245

Seed investments (1)
(496
)
 
(251
)
Accelerated vesting of restricted stock units (2)
(129
)
 
—

General and administrative (3)
—

 
(871
)
Expenses, as adjusted
$
58,166

 
$
56,123

 
 
 
 
Operating income, U.S. GAAP
$
35,435

 
$
37,219

Seed investments (1)
216

 
200

Accelerated vesting of restricted stock units (2)
129

 
—

General and administrative (3)
—

 
871

Operating income, as adjusted
$
35,780

 
$
38,290

 
 
 
 
Operating margin, U.S. GAAP
37.6
%
 
39.4
%
Operating margin, as adjusted
38.1
%
 
40.6
%
_________________________
(1)
Represents amounts related to the deconsolidation of seed investments in Company-sponsored funds.
(2)
Represents amounts related to the accelerated vesting of certain restricted stock units.
(3)
Represents expenses associated with the evaluation of a potential business transaction that the Company did not pursue for the three months ended March 31, 2018.
Reconciliation of U.S. GAAP Non-operating Income (Loss) to Non-operating Income (Loss), As Adjusted
(in thousands)
Three Months Ended
March 31,
 
2019
 
2018
Non-operating income (loss), U.S. GAAP
$
14,910

 
$
(199
)
Seed investments (1)
(14,666
)
 
717

Foreign currency exchange (gains) losses (2)
664

 
—

Non-operating income (loss), as adjusted
$
908

 
$
518

_________________________
(1)
Represents amounts related to the deconsolidation of seed investments in Company-sponsored funds as well as interest and dividend income and realized and unrealized (gains) losses on seed investments that were not consolidated.
(2)
Represents net foreign currency exchange losses associated with U.S. dollar-denominated assets and liabilities held by certain foreign subsidiaries. U.S. GAAP amounts for the prior period have not been recast to conform with the current period presentation as the impact to results was not material.


33

Changes in Financial Condition, Liquidity and Capital Resources
Our principal objectives are to maintain a capital structure that supports our business strategies and to maintain the appropriate amount of liquidity at all times. Furthermore, we believe that our cash flows generated from operations are more than adequate to fund our present and reasonably foreseeable future commitments for investing and financing activities.
Net Liquid Assets
Our current financial condition is highly liquid, primarily comprising cash and cash equivalents, U.S. Treasury securities, seed investments and current assets. Liquid assets are reduced by current liabilities which are generally defined as obligations due within one year (together, net liquid assets). The Company does not currently have any debt outstanding.
The table below summarizes net liquid assets for the periods presented:
(in thousands)
March 31,
2019
 
December 31,
2018
Cash and cash equivalents
$
56,386

 
$
92,733

U.S. Treasury securities
$
49,797

 
49,748

Seed investments
77,301

 
70,757

Current assets
60,825

 
52,628

Current liabilities
(47,354
)
 
(78,461
)
Net liquid assets
$
196,955

 
$
187,405

Cash and cash equivalents
Cash and cash equivalents are on deposit with three major financial institutions and consist of short-term, highly-liquid investments, which are readily convertible into cash and have original maturities of three months or less.
U.S. Treasury securities
U.S. Treasury securities are directly issued by the U.S. government and classified as held to maturity, with original maturities ranging from 6 to 24 months.
Seed investments
Seed investments are primarily comprised of Company-sponsored funds, securities held within the funds that we consolidate, and listed securities held for the purpose of establishing performance track records. Seed investments approximate fair value, are generally traded within active markets and can typically be liquidated within a normal settlement cycle. Seed investments are presented net of redeemable noncontrolling interests.
Current assets
Current assets primarily represent investment advisory and administration fees receivable. At March 31, 2019, institutional accounts comprised 57.5% of total accounts receivable, while open-end and closed-end funds, together, comprised 39.9% of total accounts receivable. We perform a review of our receivables on an ongoing basis in order to assess collectibility and, based on our analysis at March 31, 2019, there were no amounts deemed to be uncollectible.
Current liabilities
Current liabilities are generally defined as obligations due within one year, which includes accrued compensation, distribution and service fees payable, certain income taxes payable, and other liabilities and accrued expenses.
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.


34

The table below summarizes cash flows for the periods presented (in thousands):
 
Three Months Ended
March 31,
 
2019
 
2018
Cash Flow Data:
 
 
 
Net cash provided by (used in) operating activities
$
(29,503
)
 
$
(29,072
)
Net cash provided by (used in) investing activities
8,739

 
(2,743
)
Net cash provided by (used in) financing activities
(16,162
)
 
6,740

Net increase (decrease) in cash and cash equivalents
(36,926
)
 
(25,075
)
Effect of foreign exchange rate changes on cash and cash equivalents
579

 
267

Cash and cash equivalents, beginning of the period
92,733

 
193,452

Cash and cash equivalents, end of the period
$
56,386

 
$
168,644

Cash and cash equivalents decreased by $36.9 million, excluding the effect of foreign exchange rate changes, for the three months ended March 31, 2019. Net cash used in operating activities was $29.5 million for the three months ended March 31, 2019. Cash flows from operating activities primarily consisted of net income adjusted for certain non-cash items and changes in assets and liabilities. Net cash provided by investing activities was $8.7 million, which included $34.4 million of proceeds from the sale and maturities of investments, partially offset by $24.7 million of investment purchases, including the seeding of one new Company-sponsored fund. Net cash used in financing activities was $16.2 million, including dividends paid to stockholders of $17.0 million and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $10.4 million, partially offset by contributions from redeemable noncontrolling interests of $13.9 million.
Cash and cash equivalents decreased $25.1 million, excluding the effect of foreign exchange rate changes, for the three months ended March 31, 2018. Net cash used in operating activities was $29.1 million for the three months ended March 31, 2018. 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 investing activities was $2.7 million, which included $3.9 million of investment purchases, including the seeding of two new track record accounts, partially offset by $2.0 million of proceeds from the sale of investments. Net cash provided by financing activities was $6.7 million and primarily consisted of contributions from redeemable noncontrolling interests of $34.4 million, partially offset by dividends paid to stockholders of $15.4 million and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $10.5 million.
Net Capital Requirements
We continually monitor and evaluate the adequacy of our capital. We have consistently maintained net capital in excess of the regulatory requirements for our broker-dealer, as prescribed by the Securities and Exchange Commission (SEC). At March 31, 2019, we exceeded our minimum regulatory capital requirements by approximately $2.6 million. The SEC's Uniform Net Capital Rule 15c3-1 imposes certain requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to the SEC for certain withdrawals of capital. In April 2019, the Company contributed an additional $2.0 million of capital to CSS.
CSAL is subject to regulation by the Hong Kong Securities and Futures Commission. At March 31, 2019, CSAL exceeded its minimum regulatory capital requirements by approximately $16.9 million.
CSUK is subject to regulation by the United Kingdom Financial Conduct Authority. At March 31, 2019, CSUK exceeded their aggregate minimum regulatory capital requirements by approximately $28.9 million.
We believe that our cash and cash equivalents and cash flows from operations will be more than adequate to meet our anticipated capital requirements and other obligations as they become due.
Dividends
Subject to the approval of our Board of Directors, we anticipate paying dividends. When determining whether to pay a dividend, we take into account general economic and business conditions, our strategic plans, our results of operations and


35

financial condition, 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, 2019, the Company declared a quarterly dividend on its common stock in the amount of $0.36 per share. This dividend will be payable on May 23, 2019 to stockholders of record at the close of business on May 13, 2019.
Investment Commitments
We have committed to co-invest up to $5.1 million alongside Cohen & Steers Global Realty Partners III-TE, L.P. (GRP-TE). At March 31, 2019, we have funded approximately $3.8 million of this commitment. Our co-investment alongside GRP-TE is illiquid and is anticipated to be invested for the life of the fund. The timing of the funding of the unfunded portion of our commitment is currently unknown, as the drawdown of our commitment is contingent on the timing of drawdowns by the underlying funds in which GRP-TE invests. The unfunded portion of this commitment was not recorded on our condensed consolidated statements of financial condition at March 31, 2019.
Contractual Obligations and Contingencies
The following table summarizes our contractual obligations at March 31, 2019 (in thousands):
 
2019
 
2020
 
2021
 
2022
 
2023
 
2024
and after
 
Total
Operating leases
$
9,264

 
$
11,919

 
$
11,175

 
$
10,876

 
$
10,849

 
$
962

 
$
55,045

Purchase obligations
2,090

 
1,841

 
410

 
61

 
—

 
—

 
4,402

Other liability
192

 
665

 
665

 
1,246

 
1,662

 
2,077

 
6,507

Total
$
11,546

 
$
14,425

 
$
12,250

 
$
12,183

 
$
12,511

 
$
3,039

 
$
65,954

Operating Leases
Operating leases generally consist of noncancelable long-term leases for office space and certain information technology equipment.
Purchase Obligations
Purchase obligations represent executory contracts, which are either noncancelable or cancelable with a penalty. The Company’s obligations primarily reflected standard service contracts for market data.
Other Liability
Other liability consists of the transition tax liability based on the cumulative undistributed earnings and profits of our foreign subsidiaries in connection with the enactment of the Tax Cuts and Jobs Act in December 2017 (the Tax Act). This tax liability, which is payable over eight years on an interest-free basis, was included as part of income tax payable on our condensed consolidated statement of financial condition at March 31, 2019.
Off-Balance Sheet Arrangements
We do not invest in any off-balance sheet vehicles that provide liquidity, capital resources, market or credit risk support, or engage in any leasing activities that expose us to any liability that is not reflected in our condensed consolidated financial statements.
Critical Accounting Policies and Estimates
A complete discussion of our critical accounting policies 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, 2018.
Recently Issued Accounting Pronouncements
See discussion of Recently Issued Accounting Pronouncements in Note 2 of the Notes to Condensed Consolidated Financial Statements contained in Part I, Item 1 of this report.


36

Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to our Quantitative and Qualitative Disclosures About Market Risk from those previously reported in our Annual Report on Form 10-K for the year ended December 31, 2018.

Item 4. Controls and Procedures
We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Our management, including our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) at March 31, 2019. Based on that evaluation and subject to the foregoing, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures at March 31, 2019 were effective to accomplish their objectives at a reasonable assurance level.
There has been no change in our internal control over financial reporting that occurred during the three months ended March 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


37

PART II—Other Information

Item 1. Legal Proceedings
From time to time, we may become involved in legal matters relating to claims arising in the ordinary course of our business. There are currently no such matters pending that we believe could have a material effect on our condensed consolidated results of operations, cash flows or financial condition. In addition, from time to time, we may receive subpoenas or other requests for information from various U.S. federal and state governmental authorities, domestic and international regulatory authorities and third parties in connection with certain industry-wide inquiries or other investigations or legal proceedings. It is our policy to cooperate fully with such requests.

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, 2018 (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, 2019, we made the following purchases of our equity securities that are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934.

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, 2019
278,159

 
$
37.17

—

—

February 1 through February 28, 2019
—

 
$
—

—

—

March 1 through March 31, 2019
324

 
$
41.45

—

—

Total
278,483

 
$
37.17

—

—

_________________________
(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.


38

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

—
 
 
 
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, 2019 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Financial Condition (unaudited) at March 31, 2019 and December 31, 2018, (ii) the Condensed Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2019 and 2018, (iii) the Condensed Consolidated Statements of Comprehensive Income (unaudited) for the three months ended March 31, 2019 and 2018, (iv) the Condensed Consolidated Statements of Changes in Stockholders' Equity and Redeemable Noncontrolling Interest (unaudited) for the three months ended March 31, 2019 and 2018, (v) the Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2019 and 2018, and (vi) the Notes to the Condensed Consolidated Financial Statements.
_________________________
(1)
Incorporated by reference to the Company's Registration Statement on Form S-1 (Registration No. 333-114027), 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 (Commission File No. 001-32236) for the quarter ended June 30, 2008.
(3)
Incorporated by reference to the Company's Quarterly Report on Form 10-Q (Commission File No. 001-32236) for the quarter ended June 30, 2015.




39

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 9, 2019
 
 
Cohen & Steers, Inc.
 
 
 
 
 
 
 
 
 
/s/    Matthew S. Stadler        
 
 
 
 
Name: Matthew S. Stadler
 
 
 
 
Title: Executive Vice President & Chief Financial Officer

Date:
May 9, 2019
 
 
Cohen & Steers, Inc.
 
 
 
 
 
 
 
 
 
/s/    Elena Dulik        
 
 
 
 
Name: Elena Dulik
 
 
 
 
Title: Senior Vice President & Chief Accounting Officer



40