COHEN & STEERS, INC.
For the period ended Jun 30, 2025. Filed Aug 1, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 1, 2025
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Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- Organization and Description of Business
Cohen & Steers, Inc. (CNS) was organized as a Delaware corporation on March 17, 2004. CNS is the holding company for its direct and indirect subsidiaries, including Cohen & Steers Capital Management, Inc. (CSCM), Cohen & Steers Securities, LLC (CSS), Cohen & Steers UK Limited (CSUK), Cohen & Steers Ireland Limited (CSIL), Cohen & Steers Asia Limited (CSAL), Cohen & Steers Japan Limited (CSJL) and Cohen & Steers Singapore Private Limited (CSSG) (collectively, the Company).
The Company is a global investment manager specializing in real assets and alternative income, including listed and private real estate, preferred securities, infrastructure, resource equities, commodities, as well as multi-strategy solutions. Founded in 1986, the Company is headquartered in New York City, with offices in London, Dublin, Hong Kong, Tokyo and Singapore.
- Basis of Presentation and Significant Accounting Policies
The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The condensed consolidated financial statements set forth herein include the accounts of CNS and its direct and indirect subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.
The condensed consolidated financial statements of the Company included herein are unaudited and have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the interim results have been made. The Company's condensed consolidated financial statements and the related notes should be read together with the consolidated financial statements and the related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024. The Company’s significant accounting policies, which have been consistently applied, are summarized in its Form 10-K.
Recently Adopted Accounting Pronouncements—In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2023-09 (ASU), Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This new guidance became effective on January 1, 2025. The Company's adoption of this new standard did not have a material impact on the Company's condensed consolidated financial statements and related disclosures.
In March 2024, the FASB issued ASU 2024-01, Compensation-Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. The standard clarifies how an entity determines whether a profits interest or similar award is (1) within the scope of Topic 718 or (2) not a share-based payment arrangement and therefore within the scope of other guidance. The guidance in ASU 2024-01 applies to all entities that issue profits interest awards as compensation to employees or nonemployees in exchange for goods or services. This new guidance became effective on January 1, 2025. The Company's adoption of this new standard did not have an impact on the Company's condensed consolidated financial statements and related disclosures.
New Accounting Pronouncements Not Yet Implemented—In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This new guidance will be effective on January 1, 2027 for annual reporting and January 1, 2028 for interim reporting. The Company is currently evaluating the impact that the adoption of this new standard will have on the Company's condensed consolidated financial statements and related disclosures.
Recently Enacted Tax Legislation—On July 4, 2025, President Trump signed into law the legislation formally titled “An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14” (the Act), which became effective during the third quarter of fiscal year 2025. The Company is currently evaluating the impact of the Act; however, it does not expect the legislation to have a material impact on the Company's consolidated financial statements and related disclosures.
- Revenue
The following tables summarize revenue recognized from contracts with customers by client domicile and by investment vehicle:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 |
| Client domicile: | ||||
| North America | $118,644 | $106,059 | $235,924 | $212,947 |
| Japan | 7,595 | 7,533 | 15,402 | 15,321 |
| Europe, Middle East and Africa | 5,601 | 4,544 | 10,791 | 8,927 |
| Asia Pacific excluding Japan | 4,286 | 3,585 | 8,476 | 7,236 |
| Total | $136,126 | $121,721 | $270,593 | $244,431 |
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 |
| Investment vehicle: | ||||
| Open-end funds | $78,194 | $67,445 | $155,548 | $135,597 |
| Institutional accounts | 32,854 | 30,179 | 65,021 | 60,531 |
| Closed-end funds | 25,078 | 24,097 | 50,024 | 48,303 |
| Total | $136,126 | $121,721 | $270,593 | $244,431 |
- Investments
The following table summarizes the Company's investments:
| (in thousands) | June 30, 2025 | December 31, 2024 |
|---|---|---|
| Equity investments at fair value | $222,317 | $208,411 |
| Trading | 134,746 | 126,953 |
| Equity method | 567 | 13 |
| Total investments | $357,630 | $335,377 |
The Company evaluates its financial interests in seed investments to determine whether to apply the Variable Interest Entity (VIE) model or the Voting Interest Entity model. As part of this assessment, the Company determines whether it is the primary beneficiary of any identified VIEs by analyzing its economic interests in those entities. As of June 30, 2025 and December 31, 2024, the Company's investments in VIEs for which it is not the primary beneficiary totaled $11.3 million and $4.8 million, respectively. Receivables from these VIEs of $0.7 million and $0.6 million at June 30, 2025 and December 31, 2024, respectively, were recorded in accounts receivable on the Company's condensed consolidated statements of financial condition. Liabilities related to these VIEs were $0.9 million at both June 30, 2025 and December 31, 2024 and were recorded in other liabilities and accrued expenses on the Company's condensed consolidated statements of financial condition. The Company’s maximum exposure to loss related to these VIEs is limited to its investments and uncollected receivables.
The following table summarizes gain (loss) from investments—net:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 |
| Net realized gains (losses) during the period | $278 | $(147) | $1,405 | $(2,373) |
| Net unrealized gains (losses) during the period on investmentsstill held at the end of the period | 6,437 | (1,871) | 8,863 | 1,339 |
| Gain (loss) from investments—net | $6,715 | $(2,018) | $10,268 | $(1,034) |
- Fair Value
ASC Topic 820, Fair Value Measurement specifies a hierarchy of valuation classifications based on whether the inputs to the valuation techniques used in each valuation classification are observable or unobservable. These classifications are summarized in the three broad levels listed below:
Level 1—Unadjusted quoted prices for identical instruments in active markets.
Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable.
Level 3—Valuations derived from valuation techniques in which significant inputs or significant value drivers are unobservable.
These levels are not necessarily an indication of the risk or liquidity associated with the investments.
The following tables present fair value measurements:
| June 30, 2025 | |||||
|---|---|---|---|---|---|
| (in thousands) | Level 1 | Level 2 | Level 3 | Investments Measured at NAV | Total |
| Cash equivalents | $58,340 | $— | $— | $— | $58,340 |
| Equity investments at fair value: | |||||
| Equity securities | $98,143 | $80,247 | $— | $134 | $178,524 |
| Limited partnership interests | — | — | 39,247 | 4,546 | 43,793 |
| Total | 98,143 | 80,247 | 39,247 | 4,680 | 222,317 |
| Trading investments: | |||||
| Fixed income | — | 134,746 | — | — | 134,746 |
| Equity method investments | — | — | — | 567 | 567 |
| Total investments | $98,143 | $214,993 | $39,247 | $5,247 | $357,630 |
| Derivatives - assets: | |||||
| Total return swaps | $— | $192 | $— | $— | $192 |
| Forward contracts - foreign exchange | — | 38 | — | — | 38 |
| Total | $— | $230 | $— | $— | $230 |
| Derivatives - liabilities: | |||||
| Total return swaps | $— | $2,968 | $— | $— | $2,968 |
| Forward contracts - foreign exchange | — | 170 | — | — | 170 |
| Total | $— | $3,138 | $— | $— | $3,138 |
| December 31, 2024 | |||||
|---|---|---|---|---|---|
| (in thousands) | Level 1 | Level 2 | Level 3 | Investments Measured at NAV | Total |
| Cash equivalents | $147,832 | $— | $— | $— | $147,832 |
| Equity investments at fair value: | |||||
| Equity securities | $102,744 | $71,534 | $— | $133 | $174,411 |
| Limited partnership interests | — | — | 32,552 | 1,448 | 34,000 |
| Total | 102,744 | 71,534 | 32,552 | 1,581 | 208,411 |
| Trading investments: | |||||
| Fixed income | — | 126,953 | — | — | 126,953 |
| Equity method investments | — | — | — | 13 | 13 |
| Total investments | $102,744 | $198,487 | $32,552 | $1,594 | $335,377 |
| Derivatives - assets: | |||||
| Total return swaps | $— | $1,570 | $— | $— | $1,570 |
| Forward contracts - foreign exchange | — | 484 | — | — | 484 |
| Total | $— | $2,054 | $— | $— | $2,054 |
| Derivatives - liabilities: | |||||
| Total return swaps | $— | $252 | $— | $— | $252 |
| Total | $— | $252 | $— | $— | $252 |
Equity investments at fair value classified as Level 2 represents the Company's seed investment in Cohen & Steers Income Opportunities REIT, Inc. (CNSREIT), for which quoted prices in active markets are not available. The Company elected the fair value option for CNSREIT to align the measurement of the seed investment and the related gains and losses with other seed investments. The Company's ownership interest was 39.8% and 49.4% at June 30, 2025 and December 31, 2024, respectively. The fair value of this seed investment was $80.2 million and $70.0 million at June 30, 2025 and December 31, 2024, respectively. The valuation is based on the monthly published net asset value (NAV), which is an observable transaction price, however, shares are not actively traded as subscriptions and redemptions are permitted to occur monthly. The unrealized gain on the seed investment in CNSREIT was $1.6 million and $2.1 million for the three and six month periods ended June 30, 2025, respectively, and $1.0 million and $1.1 million for the three and six month periods ended June 30, 2024, respectively.
Equity investments at fair value classified as Level 3 were comprised of limited partnership interests in joint ventures that hold investments in private real estate.
Trading investments classified as Level 2 were comprised of U.S. Treasury securities, over-the-counter preferred securities and investment-grade corporate debt securities. Fair values were generally determined using third-party pricing services. The pricing services may utilize evaluated pricing models that vary by asset class and incorporate available trade, bid and other market information.
Investments measured using NAV (or its equivalent) as a practical expedient primarily consist of limited partnership interests in private real estate funds. At June 30, 2025 and December 31, 2024, the Company did not have the ability to redeem its interests in certain of these investments and others may be redeemed subject to certain restrictions. These investments have not been classified in the fair value hierarchy and are presented in the above tables to permit reconciliation of the fair value hierarchy to the amounts presented on the condensed consolidated statements of financial condition.
Total return swap contracts classified as Level 2 were valued based on the underlying futures contracts or equity indices.
Foreign currency exchange contracts classified as Level 2 were valued based on the prevailing forward exchange rate, which is an input that is observable in active markets.
The following table summarizes the changes in Level 3 investments measured at fair value on a recurring basis:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 |
| Balance at beginning of period | $39,451 | $12,896 | $32,552 | $13,202 |
| Purchases/contributions | 119 | 8,372 | 7,311 | 8,861 |
| Realized and unrealized gains (losses) | (323) | (1,271) | (616) | (2,066) |
| Balance at end of period | $39,247 | $19,997 | $39,247 | $19,997 |
The following table summarizes the valuation techniques and significant unobservable inputs approved by the Valuation Committee for Level 3 investments measured at fair value on a recurring basis:
| Fair Value as of June 30, 2025(in thousands) | Valuation Technique | Unobservable Inputs | Range | Weighted Average | |
|---|---|---|---|---|---|
| Limited partnership interests | $39,247 | Discounted cash flow | Discount rate Terminal capitalization rate | 7.00% - 10.50%5.25% - 8.75% | 8.88%7.39% |
| Fair Value as of December 31, 2024(in thousands) | Valuation Technique | Unobservable Inputs | Range | Weighted Average | |
|---|---|---|---|---|---|
| Limited partnership interests | $32,552 | Discounted cash flow | Discount rate Terminal capitalization rate | 7.00% - 10.50%5.25% - 8.75% | 8.82%7.39% |
Changes in the significant unobservable inputs in the above tables may result in a materially higher or lower fair value measurement.
- Derivatives
The following tables summarize the notional amount and fair value of the Company's outstanding derivative financial instruments:
| As of June 30, 2025 | |||
|---|---|---|---|
| Fair Value (1) | |||
| (in thousands) | Notional Amount | Assets | Liabilities |
| Corporate derivatives: | |||
| Total return swaps | $76,224 | $192 | $2,968 |
| Forward contracts - foreign exchange | 8,099 | 38 | 170 |
| Total corporate derivatives | 84,323 | 230 | 3,138 |
| As of December 31, 2024 | |||
|---|---|---|---|
| Fair Value (1) | |||
| (in thousands) | Notional Amount | Assets | Liabilities |
| Corporate derivatives: | |||
| Total return swaps | $45,237 | $1,570 | $252 |
| Forward contracts - foreign exchange | 8,622 | 484 | — |
| Total corporate derivatives | $53,859 | $2,054 | $252 |
(1) The fair value of corporate derivative financial instruments is recorded in other assets and other liabilities and accrued expenses on the Company's condensed consolidated statements of financial condition.
The Company's corporate derivatives included:
Total return swaps that are utilized to economically hedge a portion of the market risk of certain seed investments and are included in certain portfolios the Company maintains for the purpose of establishing a performance track record; and
Forward foreign exchange contracts that are utilized to economically hedge currency exposure arising from certain non-U.S. dollar investment advisory fees.
Collateral pledged for forward and swap contracts totaled $2.1 million and $0.3 million at June 30, 2025 and December 31, 2024, respectively. Collateral received for swap contracts was $1.3 million at December 31, 2024.
The following table summarizes net gains (losses) from derivative financial instruments:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 |
| Corporate derivatives: | ||||
| Total return swaps | $(1,754) | $(48) | $(3,683) | $(200) |
| Forward contracts - foreign exchange | (137) | (264) | (617) | 660 |
| Total corporate derivatives | (1,891) | (312) | (4,300) | 460 |
| Derivatives held by consolidated funds: | ||||
| Forward contracts - foreign exchange | — | — | 9 | — |
| Total (1) | $(1,891) | $(312) | $(4,291) | $460 |
(1)Gains and losses on total return swaps and derivatives held by consolidated funds are included in gain (loss) from investments—net in the Company's condensed consolidated statements of operations. Gains and losses on corporate forward foreign exchange contracts are included in foreign currency gain (loss)—net in the Company's condensed consolidated statements of operations.
- Earnings Per Share
The following table reconciles income and share data used in the basic and diluted earnings per share computations:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| (in thousands, except per share data) | 2025 | 2024 | 2025 | 2024 |
| Net income | $41,772 | $30,077 | $85,061 | $64,491 |
| Net (income) loss attributable to noncontrolling interests | (4,923) | 1,694 | (8,434) | 1,284 |
| Net income attributable to common stockholders | $36,849 | $31,771 | $76,627 | $65,775 |
| Basic weighted average shares outstanding | 51,165 | 50,419 | 51,112 | 49,994 |
| Dilutive potential shares from restricted stock units | 306 | 351 | 333 | 309 |
| Diluted weighted average shares outstanding | 51,471 | 50,770 | 51,445 | 50,303 |
| Basic earnings per share attributable to common stockholders | $0.72 | $0.63 | $1.50 | $1.32 |
| Diluted earnings per share attributable to common stockholders | $0.72 | $0.63 | $1.49 | $1.31 |
| Anti-dilutive common stock equivalents excluded from the calculation | 33 | — | 25 | 5 |
- Income Taxes
The provision for income taxes included U.S. federal, state, local and foreign taxes. A reconciliation of the Company’s statutory federal income tax rate to the effective income tax rate is summarized in the following table:
| Three Months Ended June 30, · Six Months Ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2025 · 2024 · 2025 · 2024 | ||||||||
| U.S. statutory tax rate | 21.0% | 21.0% | 21.0% | 21.0% | ||||
| State and local income taxes, net of federal benefit | 3.0 | 2.9 | 2.9 | 2.9 | ||||
| Non-deductible executive compensation | 1.5 | 1.4 | 2.2 | 1.2 | ||||
| Unrecognized tax benefit adjustments | (0.5) | 0.5 | (0.5) | 0.3 | ||||
| Valuation allowance | (0.2) | (0.3) | (0.2) | (0.2) | ||||
| Excess tax benefits related to the vesting and delivery of restricted stock units | — | * | — | * | (3.3) | (0.3) | ||
| Other | (0.1) | — | * | — | * | — | * | |
| Effective income tax rate | 24.7% | 25.5% | 22.1% | 24.9% | ||||
- Percentage rounds to less than 0.1%.
- Related Party Transactions
The Company is an investment adviser to, and has administration agreements with, Company-sponsored funds and investment products for which certain employees are officers and/or directors.
The following table summarizes revenue earned from these affiliated funds:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 |
| Investment advisory and administration fees | $93,252 | $82,297 | $185,144 | $165,257 |
| Distribution and service fees | 7,166 | 6,631 | 14,350 | 13,448 |
| Total | $100,418 | $88,928 | $199,494 | $178,705 |
Included in accounts receivable at June 30, 2025 and December 31, 2024 are receivables from Company-sponsored funds of $37.0 million and $37.1 million, respectively. Included in accounts payable at June 30, 2025 and December 31, 2024 are payables to Company-sponsored funds of $0.6 million and $1.1 million, respectively.
Included in other assets at June 30, 2025 and December 31, 2024 is an advance to CNSREIT of $9.5 million and $8.5 million, respectively. CNSREIT will reimburse the Company ratably over a 60-month period commencing at the earlier of December 31, 2025, or the month that CNSREIT's NAV is at least $1.0 billion.
See discussion of commitments to Company-sponsored vehicles in Note 11.
- Credit Agreement
On January 20, 2023, the Company entered into a Credit Agreement with Bank of America, N.A. (the Credit Agreement) providing for a $100.0 million senior unsecured revolving credit facility maturing on January 20, 2026. Borrowings under the Credit Agreement bear interest at a variable annual rate equal to, at the Company’s option, either, (i) in respect of Term Secured Overnight Financing Rate (SOFR) Loans (as defined in the Credit Agreement), a rate equal to Term SOFR (as defined in the Credit Agreement) in effect for such period plus an applicable rate as determined according to a performance pricing grid and, (ii) in respect of Base Rate Loans (as defined in the Credit Agreement), a rate equal to a Base Rate (as defined in the Credit Agreement) plus an applicable rate as determined according to a performance pricing grid. The
Company is also required to pay a quarterly commitment fee determined according to a performance pricing grid and based on the actual daily unused amount of the Credit Agreement.
Borrowings under the Credit Agreement may be used for working capital and other general corporate purposes. The Credit Agreement contains affirmative, negative and financial covenants, which are customary for facilities of this type, including with respect to leverage and interest coverage, limitations on priority indebtedness, asset dispositions and fundamental corporate changes. As of June 30, 2025, the Company was in compliance with these covenants.
- Commitments and Contingencies
From time to time, the Company may be involved in legal matters relating to claims arising in the ordinary course of business. There are currently no such matters pending that the Company believes could have a material adverse effect on its consolidated results of operations, cash flows or financial position.
The Company has committed to invest up to a total of $175.0 million in certain of our investment vehicles. As of June 30, 2025, the Company had funded $110.9 million of the commitments. The timing for funding the remaining portion of our commitments is uncertain.
- Segment Information
The Company provides investment management and related services to various investment vehicles and client accounts. The Company uses a consolidated approach to assess performance and allocate resources and as such operates in a single reportable segment. The Company’s Executive Committee is the chief operating decision maker (CODM) and regularly receives financial information and management reports that are prepared on a consolidated basis. The CODM uses net income as reported on the condensed consolidated statement of operations, total assets as reported on the condensed consolidated statement of financial condition and other metrics to monitor performance against specific business objectives, review organic growth, evaluate performance against peers and benchmarks, manage expenses and allocate capital. The CODM receives expense information consistent with the financial information included on the Company’s condensed consolidated statement of operations.
- Subsequent Events
The Company has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the condensed consolidated financial statements were issued. Other than the item described below, the Company determined that there were no additional subsequent events that require disclosure and/or adjustment.
On July 31, 2025, the Company declared a quarterly dividend on its common stock in the amount of $0.62 per share. This dividend will be payable on August 21, 2025 to stockholders of record at the close of business on August 11, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.