Attached files
| file | filename |
|---|---|
| EX-32.2 - CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 - COHEN & STEERS, INC. | cns10k-123117ex322.htm |
| EX-32.1 - CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 - COHEN & STEERS, INC. | cns10k-123117ex321.htm |
| EX-31.2 - CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 - COHEN & STEERS, INC. | cns10k-123117ex312.htm |
| EX-31.1 - CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 - COHEN & STEERS, INC. | cns10k-123117ex311.htm |
| EX-23.1 - CONSENT OF DELOITTE & TOUCHE LLP - COHEN & STEERS, INC. | cns10k-123117ex231.htm |
| EX-21.1 - SUBSIDIARIES OF THE REGRISTRANT - COHEN & STEERS, INC. | cns10k-123117ex211.htm |
| EX-10.7 - MANDATORY DEFFERRAL RESTRICTED STOCK UNIT AGREEMENT - COHEN & STEERS, INC. | cns10k-123117ex107.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO .
Commission File No. 001-32236
COHEN & STEERS, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 14-1904657 (I.R.S. Employer Identification No.) |
280 Park Avenue, New York, New York (Address of Principal Executive Offices) | 10017 (Zip Code) |
Registrant’s telephone number, including area code: (212) 832-3232
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered |
Common Stock, $.01 par value | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
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 ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of the registrant’s knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | x | Accelerated filer | o | |||
Smaller reporting company | o | |||||
Non-accelerated filer | o (Do not check if a smaller reporting company) | 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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ¨ No x
The aggregate market value of the voting common stock held by non-affiliates of the Registrant as of June 30, 2017 was approximately $878 million. There is no non-voting common stock of the Registrant outstanding.
As of February 20, 2018, there were 46,738,105 shares of the Registrant’s common stock outstanding.
Documents Incorporated by Reference
Portions of the definitive Proxy Statement of Cohen & Steers, Inc. (the Proxy Statement) to be filed pursuant to Regulation 14A of the general rules and regulations of the Securities Exchange Act of 1934, as amended, for the 2018 annual meeting of stockholders scheduled to be held on May 3, 2018 are incorporated by reference into Part III of this Form 10-K.
COHEN & STEERS, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
Page | ||
Part I | ||
Item 1 | ||
Item 1A | ||
Item 1B | ||
Item 2 | ||
Item 3 | ||
Item 4 | ||
Part II | ||
Item 5 | ||
Item 6 | ||
Item 7 | ||
Item 7A | ||
Item 8 | ||
Item 9 | ||
Item 9A | ||
Item 9B | ||
Part III | ||
Item 10 | ||
Item 11 | ||
Item 12 | ||
Item 13 | ||
Item 14 | ||
Part IV | ||
Item 15 | ||
Item 16 | ||
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PART I
Item 1. Business
Overview
Cohen & Steers, Inc. (CNS), a Delaware corporation formed on March 17, 2004, is a global investment manager specializing in liquid real assets, including real estate securities, listed infrastructure, commodities and natural resource equities, as well as preferred securities and other income solutions. Headquartered in New York City, with offices in London, Hong Kong, Tokyo and Seattle, we serve institutional and individual investors around the world.
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 (CSJL). CNS and its subsidiaries are collectively referred to as the Company, we, us or our.
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; and fees for portfolio consulting and other services. Our fees are paid in arrears, based on contractually specified percentages of the value of the assets we manage and, in certain cases, investment performance. Our revenue fluctuates with changes in the total value of our assets under management, which may occur as a result of investment performance, addition or termination of client accounts, inflows or outflows from client accounts, market conditions, or foreign currency fluctuations and is recognized over the period that the assets are managed.
At December 31, 2017, we managed $62.1 billion in assets—$29.4 billion in institutional accounts, $23.3 billion in open-end funds, and $9.4 billion in closed-end funds. Our assets under management increased 9% from $57.2 billion at December 31, 2016 as a result of net inflows of $3.9 billion and market appreciation of $5.8 billion, partially offset by distributions of $4.7 billion.
Investment Vehicles
We manage three types of investment vehicles: institutional accounts, open-end funds and closed-end funds.
Institutional Accounts
Institutional accounts for which we serve as investment adviser represent portfolios of securities we manage for institutional clients. We manage the assets in each institutional account in accordance with the investment requirements of that client as set forth in such client’s investment management agreement and investment guidelines. The investment management agreements with our institutional account clients are generally terminable at any time. For the years ended December 31, 2017, 2016 and 2015, investment advisory fees from our institutional accounts totaled approximately $101.9 million, $93.2 million and $85.5 million, respectively, and accounted for 29%, 29% and 28%, respectively, of our investment advisory and administration fee revenue.
Subadvisory assets, which represent accounts for which we have been appointed as a subadvisor by the investment manager of that investment vehicle, are included in our institutional account assets. As subadvisor, we are responsible for managing the investments, while the investment adviser oversees our performance as subadvisor; the fund sponsor is responsible for decisions regarding the amount, timing and whether to pay distributions of income from the investment vehicle to its beneficial owners. As of December 31, 2017, approximately $18.1 billion of our institutional account assets were in subadvisory accounts.
Advisory assets, which represent accounts for which we have been appointed as the investment manager, are included in our institutional account assets. As investment adviser, we are responsible to oversee the daily operations and manage the assets in the account while adhering to the specified investment objectives. As of December 31, 2017, approximately $11.3 billion of our institutional account assets were in advisory accounts.
Open-end Funds
The open-end funds for which we serve as investment adviser offer and issue new shares continuously as assets are invested and redeem shares when assets are withdrawn. The share price for purchases and redemptions of shares of each of
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the open-end funds is determined by each fund’s net asset value, which is calculated at the end of each business day. The net asset value per share is the current value of a fund’s assets less liabilities, divided by the fund’s total shares outstanding.
The investment advisory fees that we receive from the open-end funds for which we serve as investment adviser vary based on each fund’s investment strategy, fees charged by other comparable funds and the market in which the fund is offered. In addition, we receive a separate fee for providing administrative services to certain open-end funds at a rate that is designed to reimburse us for the cost of providing these services. The open-end funds pay us a monthly investment advisory fee and an administration fee, if applicable, based on a contractual fee rate applied to the fund’s average assets under management. For the years ended December 31, 2017, 2016 and 2015, investment advisory and administration fees from open-end funds totaled approximately $165.9 million, $149.9 million and $136.9 million, respectively, and accounted for 48%, 47% and 45%, respectively, of our investment advisory and administration fee revenue.
Our investment advisory and administration agreements with the U.S. registered open-end funds for which we serve as investment adviser are generally terminable upon a vote of a majority of the fund’s board of directors on 60 days’ notice, and each investment advisory agreement, including the fees payable thereunder, is subject to annual approval by a majority of the directors of the fund’s board who are not "interested persons," as defined by the Investment Company Act of 1940 (the Investment Company Act), following the initial two-year term.
Closed-end Funds
The closed-end funds for which we serve as investment adviser are registered investment companies that have issued a fixed number of shares through public offerings. These shares are listed on the New York Stock Exchange and cannot be redeemed by the fund’s shareholders. The trading price of the shares is determined by supply and demand in the marketplace, and, as a result, the shares may trade at a premium or discount to the net asset value of the fund.
The investment advisory fees that we receive from the closed-end funds for which we serve as investment adviser vary based on each fund’s investment strategy, fees charged by other comparable funds and prevailing market conditions at the time each closed-end fund initially offered its shares to the public. In addition, we receive a separate fee for providing administration services to eight of the nine closed-end funds at a rate that is designed to reimburse us for the cost of providing these services. The closed-end funds pay us a monthly investment advisory fee and an administration fee, if applicable, based on a contractual fee rate applied to the fund’s average assets under management. For the years ended December 31, 2017, 2016 and 2015, investment advisory and administration fees from closed-end funds totaled approximately $79.0 million, $76.6 million and $81.4 million, respectively, and accounted for 23%, 24% and 27%, respectively, of our investment advisory and administration fee revenue.
Our investment advisory agreements with each U.S. closed-end fund for which we serve as investment adviser are generally terminable upon a vote of a majority of the fund’s board of directors on 60 days’ notice and are subject to annual approval by a majority of the directors of the fund’s board who are not "interested persons," as defined by the Investment Company Act, following the initial two-year term.
Portfolio Consulting and Other Services
We maintain two proprietary indexes, Cohen & Steers Realty Majors Index (RMP) and Cohen & Steers Global Realty Majors Index (GRM). RMP is the basis for the iShares Cohen & Steers REIT ETF sponsored by BlackRock Institutional Trust Company, N.A. GRM is the basis for Cohen & Steers Global Realty Majors ETF sponsored by ALPS Fund Services, Inc. and iShares Global Real Estate Index ETF sponsored by BlackRock Asset Management Canada Limited. We earn a licensing fee based on a percentage of the funds’ assets for the use of our indexes, which were approximately $3.2 billion as of December 31, 2017. While we receive a fee on these assets, they are not included in our reported assets under management.
We also provide services in connection with model-based strategies accounts. We provide model portfolios of securities that fulfill the investment objective of a specified strategy on a regular basis. As of December 31, 2017, we provided such services to accounts with aggregate assets of $3.4 billion. While we receive a fee on these assets, they are not included in our reported assets under management.
In addition, we provide several services in connection with assets held by unit investment trusts (UITs). A UIT is a registered investment company that holds a portfolio of securities that generally does not change during the life of the UIT (generally two to five years) except that the sponsor of the UIT may sell portfolio securities under certain narrowly defined circumstances. As a portfolio consultant to a number of UITs, we construct a portfolio of securities that we believe is well suited to satisfy the investment objective of the UIT. We also provide ongoing portfolio monitoring services and provide a
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license to certain firms to use our name in connection with certain of their investment products. At December 31, 2017, we provided such portfolio consulting services to UITs with aggregate assets of approximately $669 million. While we receive a fee on these assets, they are not included in our reported assets under management.
Our fee schedules for these services vary based on the type of services.
Our Investment Strategies
Each of our investment strategies is overseen by a specialist team, each of which is led by a portfolio manager, or a team of portfolio managers, supported by dedicated analysts. These personnel are located in our New York, Seattle, London and Hong Kong offices. Each team executes fundamentally driven, actively managed investment strategies and each has a unique and well-defined process that includes top-down macroeconomic and bottom-up fundamental research and portfolio management elements. These teams are subject to multiple levels of oversight and support from our President and Chief Investment Officer, our Chief Administrative Officer-Investments, our Investment Risk Committee, our Investment Operating Committee and our Legal and Compliance Department. Some of our strategies may involve multiple asset classes and are overseen by investment committees led by senior portfolio managers of our specialist teams.
Below is a summary of our investment strategies:
Real Assets Multi-Strategy invests in a diversified multi-strategy portfolio of listed companies and securities that generally own or are backed by tangible real assets, including real estate securities, global listed infrastructure, commodities and natural resource equities, with the objective of achieving attractive total returns over the long term, while providing diversification and maximizing the potential for real returns in periods of rising inflation and rising interest rates.
U.S. and Global Real Estate Securities invests in a portfolio of common stocks and other securities issued by U.S. and non-U.S. real estate companies, including real estate investment trusts (REITs) and similar REIT-like entities. This strategy draws on the expertise of our integrated global real estate securities investment team. The investment objective is total return with a balance of capital appreciation and income.
Global Listed Infrastructure invests in a diversified portfolio of U.S. and non-U.S. securities issued by infrastructure companies such as utilities, pipelines, toll roads, airports, railroads, marine ports and communications companies located in developed markets with opportunistic allocations to emerging markets. The investment objective is total return with a balance of capital appreciation and income.
MLPs and Midstream Energy invests in a diversified portfolio of companies that own and operate assets in the midstream segment of the energy value chain, where cash flows are generally tied to the transportation, processing and storage of crude oil, natural gas and natural gas liquids in North America. We adhere to a disciplined fundamental, relative value-based approach to investing in midstream energy. We do not invest in upstream, downstream or integrated energy companies. The investment objective is to maximize total return balancing income and capital appreciation.
Global Natural Resource Equities seeks to maximize total return by investing in companies involved in the production, extraction, or processing of commodities and natural resources. Specifically, the strategy invests in energy producers, metals and mining companies and agriculture-based businesses. The investment objective is total return.
Commodities invests in a diversified portfolio of exchange-traded commodity futures contracts and other commodity-related financial derivative instruments. We take a fundamental, research-driven approach to commodities management, while seeking alpha through active trade implementation, which may entail going long, short or employing spread trades. The investment objective is total return.
Preferred Securities invests in a diversified portfolio of preferred and debt securities issued by U.S. and non-U.S. companies. The preferred securities are issued by banks, insurance companies, REITs and other diversified financial institutions as well as utility, energy, pipeline and telecommunications companies. We employ a unified investment process that underlies our traditional total return preferred securities strategy as well as the lower duration capital preservation strategies.
Large Cap Value invests in a diversified portfolio of stocks issued by U.S. large capitalization companies that appear to be undervalued but have good prospects for capital appreciation and dividend growth. The investment objective is total return.
In addition, we offer variations on these strategies that may combine multiple strategies in a single portfolio. Individual portfolios may be customized to comply with client-specific guidelines, benchmarks or risk profiles. Certain portfolios may employ leverage.
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Our Distribution Network
Our distribution network encompasses the major channels in the asset management industry, including large brokerage firms, registered investment advisers, institutional investors and retirement recordkeepers. The U.S. registered open-end funds for which we serve as investment adviser are available for purchase with and without commissions through full service and discount broker-dealers as well as the significant networks serving financial advisers. Our institutional account 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.
Geographic Information
The table below presents revenue by client domicile for the years ended December 31, 2017, 2016 and 2015 (in thousands):
Year Ended December 31, | |||||||||||
2017 | 2016 | 2015 | |||||||||
North America | $ | 313,408 | $ | 285,896 | $ | 269,766 | |||||
Japan | 42,303 | 43,458 | 41,899 | ||||||||
Asia excluding Japan | 11,496 | 9,852 | 6,624 | ||||||||
Europe | 10,987 | 10,670 | 10,366 | ||||||||
Total | $ | 378,194 | $ | 349,876 | $ | 328,655 | |||||
Competition
We compete with a large number of global and U.S. investment managers, commercial banks, broker-dealers, insurance companies and other financial institutions. Many competing firms are parts of larger financial services companies and attract business through numerous channels, including retail banking, investment banking and underwriting contacts, insurance agencies and broker-dealers.
Our direct competitors in wealth management are other funds and exchange-traded-fund (ETF) sponsors, including large nationally recognized investment management firms that have more diverse product offerings and smaller boutique firms that specialize in particular asset classes. We also compete against managers that will manage separate-account portfolios for high net worth clients. In the institutional channel, we compete against a number of investment managers offering similar products and services, from boutique establishments to major commercial and investment banks.
Performance, price and brand are our principal sources of competition. Prospective clients will typically base their decisions to invest, or continue to invest, with us on our ability to generate returns in excess of a benchmark and the cost of doing so. We are evaluated based on our performance and our fees relative to our competitors. In addition, individual fund shareholders may also base their decision on the ability to access the funds we manage through a particular distribution channel.
As interest in real assets increases, we may face increased competition from other managers that are competing for the same client base that we target and serve. Financial intermediaries that offer our products to their clients may also offer competing products. Many of our competitors have greater brand name recognition and more extensive client bases than we do, which could be to our disadvantage. In addition, our larger competitors have more resources and may have more capacity to expand their product offerings and distribution channels and capture market share through ongoing business relationships and extensive marketing efforts. However, compared to our larger competitors, we may be able to grow our business at a faster rate from a relatively smaller asset base and shift resources in response to changing market conditions more quickly.
Regulation
We are subject to regulation under U.S. federal and state laws, as well as applicable laws in the other jurisdictions in which we do business or offer our products and services. Violation of applicable laws or regulations could result in fines, temporary or permanent prohibition of engagement in certain activities, reputational harm and loss of clients, suspension of personnel or revocation of their regulatory licenses, suspension or termination of investment adviser and/or broker-dealer registrations, or other sanctions and penalties.
CSCM is a registered investment adviser with the U.S. Securities and Exchange Commission (the SEC) and is an approved investment manager with the Luxembourg Commission de Surveillance du Secteur Financier (the CSSF), the Irish
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Financial Services Regulatory Authority (the IFSRA) and the Korean Financial Services Commission. CSCM has also obtained exemptions from registration that allow it to provide investment management services to institutions in Australia and Canada. CSCM is also a registered commodity trading adviser and a registered commodity pool operator with the Commodities Futures Trading Commission (the CFTC) and is a member of the National Futures Association (the NFA), a futures industry self-regulatory organization. The CFTC and NFA regulate futures contracts, swaps, and various other financial instruments in which certain of the Company’s clients may invest.
CSUK, our UK-based subsidiary, is a registered investment adviser with the SEC and the United Kingdom Financial Conduct Authority and is an approved investment manager with the CSSF. CSUK provides investment management services in several European Union member states pursuant to the Directive on Markets in Financial Instruments repealing Directive 2004/39/EC (MiFID II) and the Regulation on Markets in Financial Instruments (MiFIR). CSUK is subject to the Financial Services and Markets Act 2000, which regulates, among other things, certain liquidity and capital resources requirements. Such requirements may limit our ability to withdraw capital from CSUK. CSUK is also subject to certain pan-European regulations, including MiFID II, the Capital Requirements Directive and the Alternative Investment Fund Managers Directive (AIFMD). MiFID II and MiFIR regulate the provision of investment services throughout the European Economic Area and the Capital Requirements Directive regulates capital requirements. AIFMD regulates the management, administration and marketing of alternative investment funds domiciled in or marketed within the European Union and establishes a regime for the cross-border marketing of those funds.
CSAL, our Hong Kong-based subsidiary, is a registered investment adviser with the SEC and the Hong Kong Securities and Futures Commission (the SFC) and is an approved investment manager with the CSSF and the IFSRA. CSAL is subject to the Securities and Futures Ordinance (the SFO), which regulates, among other things, offers of investments to the public and the licensing of intermediaries. CSAL and its employees conducting any of the regulated activities specified in the SFO are required to be licensed with the SFC and are subject to the rules, codes and guidelines issued by the SFC.
In their capacity as U.S. registered investment advisers, CSCM, CSUK and CSAL are subject to the rules and regulations of the Investment Advisers Act of 1940 (the Advisers Act). The Advisers Act imposes numerous obligations on registered investment advisers, including recordkeeping, operational and marketing requirements, disclosure obligations and prohibitions on fraudulent activities. In addition, our subsidiaries that serve as investment adviser or subadvisor to U.S. registered funds are subject to the Investment Company Act, which imposes additional governance, compliance, reporting and fiduciary obligations.
CSJL, a Delaware limited liability company and subsidiary that operates from a branch office in Tokyo, is a financial instruments operator (investment advisory and agency business) registered with the Financial Services Agency of Japan and the Kanto Local Finance Bureau and is subject to the Financial Instruments and Exchange Act. CSJL supports the marketing, client service and business development activities of the Company.
CSS is a registered broker-dealer regulated by the SEC, the Financial Industry Regulatory Authority and other federal and state agencies. CSS is subject to regulations governing, among other things, sales practices, capital structure, and recordkeeping. CSS is also subject to the SEC’s net capital rule, which specifies minimum net capital levels for registered broker-dealers and is designed to enforce minimum standards regarding the general financial condition and liquidity of broker-dealers. Under certain circumstances, this rule may limit our ability to withdraw capital and receive dividends from CSS.
Because of the global and integrated nature of our business, regulation applicable to an affiliate in one jurisdiction may affect the operation of affiliates in others or require compliance at a group level.
Employees
As of December 31, 2017, we had 303 full-time employees.
Available Information
We file annual, quarterly and current reports, proxy statements and all amendments to these reports and other information with the SEC. We make available free of charge on or through our website at www.cohenandsteers.com our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such reports are electronically filed with or furnished to the SEC.
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Item 1A. Risk Factors
Risks Related to our Business
A significant portion of our revenue for 2017 was derived from a single institutional client.
As of December 31, 2017, our largest institutional client, Daiwa Asset Management, which holds assets in numerous strategies and in subadvisory and model-based accounts and products, represented approximately 11% of our total revenue for 2017. Approximately 39% of the institutional account assets we managed and approximately 18% of our total assets under management as well as approximately 17% of our assets under advisement were derived from this client. Investor demand for products we subadvise for this client can be affected by, among other things, changes in the distributions paid by those products, the strength of the Japanese yen compared to the currencies in which the assets held in those products are denominated, and the market and regulatory environment in the Japanese mutual fund market. Loss of, or significant withdrawal of assets from, any of these accounts would reduce our revenue and adversely affect our financial condition.
A decline in the absolute or relative performance of real estate securities would have an adverse effect on the assets we manage and our revenue.
As of December 31, 2017, a significant majority of the assets we managed were concentrated in real estate securities. Real estate securities and real property investments owned by the issuers of real estate securities are subject to varying degrees of risk that could affect any returns we realize. Returns on investments in real estate securities depend on the amount of income and capital appreciation or loss realized by the underlying real property. Income and real estate values may be adversely affected by, among other things, the cost of compliance with applicable laws, interest rates, the availability of financing, the creditworthiness of the tenants, and the limited ability of issuers of real estate securities to vary their portfolios promptly in response to changes in market conditions. If the underlying properties do not generate sufficient income to meet operating expenses, the income and the ability of an issuer of real estate securities to pay interest and principal on debt securities or any dividends on common or preferred stocks will be adversely affected. A decline in the performance of real estate securities would have an adverse effect on the assets we manage and reduce the fees we earn and our revenue.
Our growth may be constrained by the size and number of real estate securities issuers, as well as REIT ownership restrictions.
Investments in real estate securities continue to play an important role in our overall business strategy. Our ability to continue to increase our ownership of real estate securities depends, in part, on growth in the size and number of issuers in the real estate securities market, particularly in the U.S. Our ability to increase our ownership may also be constrained by REIT ownership limits, which limit ownership of a REIT’s outstanding capital stock, common stock, and/or preferred stock. Although certain REITs in which we invest have granted us waivers from these ownership limits to allow greater investment, such REITs generally retain the right to revoke or reduce the waiver limits at any time. As a result of these constraints, we have in the past, and may in the future, be prevented from acquiring new or additional real estate securities, which may negatively affect our ability to increase the assets we manage and our revenue.
Seed investments made to support the launch of new strategies and products may expose us to potential losses on invested capital.
Our success is partially dependent on our ability to develop, launch, market and manage new investment strategies and products. New investment strategies and products require an initial cash investment, time and the appropriate resources as well as ongoing marketing and other support including subsidies of operating costs.
From time to time, we may support the launch of new investment strategies and products by making seed investments in those strategies and products. Numerous risks and uncertainties are associated with all stages of the seed investment product life cycle, including investment performance, market risks, shifting client or market preferences, the introduction of competing products and compliance with regulatory requirements. Seed investments in new products utilize capital that would otherwise be available for other corporate purposes and expose us to potential capital losses, against which we do not currently hedge. For the year ended December 31, 2017, we recorded non-operating income from seed investments of $3.9 million, excluding income attributable to redeemable noncontrolling interest, the majority of which was unrealized. For the year ended December 31, 2016, we recorded non-operating income from seed investments of $6.8 million, excluding losses attributable to redeemable noncontrolling interest, the majority of which was unrealized. To the extent we incur losses on our seed investments, our earnings and financial condition may be adversely impacted.
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Regulations restricting the use of commission credits to pay for research will increase our operating expenses.
On behalf of our clients, we make decisions to buy and sell securities, select broker-dealers to execute trades and negotiate brokerage commission rates. In connection with these transactions, we may receive commission credits to pay for eligible research and services from broker-dealers and other eligible service providers that have the effect of reducing certain expenses. New regulation in the European Union has led the Company to eliminate the use of commission credits to pay for research for accounts managed by CSUK and other accounts subject to MiFID II. This will increase the Company’s operating expenses because we will now pay for research from our own assets. In the future, the Company may also adopt this approach for other accounts depending on market and regulatory developments, which will further increase the Company’s operating expenses.
We face substantial competition in all aspects of our investment management business.
The investment management industry is highly competitive and investment management customers are increasingly fee sensitive. We compete against a large number of investment products and services sold to the public by investment management companies, investment dealers, banks, insurance companies and others, and many institutions we compete with have greater financial resources than us. We compete with these firms on the basis of investment performance, diversity of products, distribution capability, scope and quality of services, reputation and the ability to develop new investment strategies and products to meet the changing needs of investors. In addition, our actively managed investment strategies compete not only against other active strategies, but also against similarly positioned index strategies.
The continuing shift in market demand toward index funds and other passive strategies reduces opportunities for active managers and may accelerate fee compression. In the event that competitors charge lower fees for substantially similar products, we may be forced to compete on the basis of price in order to attract and retain customers. In order to maintain our current fee structure in a competitive environment, we must be able to provide clients with investment returns and service that will encourage them to pay our fees. To the extent that current or potential clients decide to invest in products sponsored by our competitors, the sales of our products as well as our market share, revenue and net income could decline.
The inability to access clients through third-party intermediaries could have a material adverse effect on our business.
In recent years, a significant portion of the growth in the assets we manage has been from assets attributable to the distribution of our products through third-party intermediaries. Our ability to distribute our funds is highly dependent on access to the client bases and product platforms of international, national and regional securities firms, banks, insurance companies, defined contribution plan administrators and other intermediaries, which generally offer competing investment products that could limit the distribution of our products. In addition, our separate account business and subadvisory and model delivery services depend in part on recommendations by consultants, financial planners and other professional advisors, as well as our existing clients.
The structure and terms of the distribution arrangements with intermediaries, including fees or rebates paid by us or our funds to intermediaries to assist with distribution efforts and the ability of our funds to participate in these intermediary platforms, are subject to changes driven by market competition and regulatory developments. Our existing relationships with third-party intermediaries and access to new intermediaries could be adversely affected by recent consolidation within the financial services industry. Consolidation may result in increased distribution costs, a reduction in the number of third parties distributing our investment products or increased competition to access third-party distribution channels. There can be no assurance that we will be able to retain access to these channels. Loss of any of these third-party distribution channels, or changes to their structure and terms, or any reduction in our ability to access clients and investors through existing and new distribution channels, could adversely affect our business.
The growth of our business could be adversely affected if we are unable to manage the costs associated with the expansion of our business.
Our growth strategy continues to involve diversifying our investment management business to include products and services outside of investments in U.S. real estate securities. As part of the implementation of our strategy, we have emphasized the development of broader real assets strategies, including global listed infrastructure, commodities, and natural resource equities, and have expanded our geographical presence outside the U.S. As a result, our fixed costs and other expenses have increased to support the development of new strategies and products and to enhance our infrastructure, including additional office space, increased travel and technology and compliance resources. The success of our business strategy and future growth is contingent upon our ability to continue to support the development and implementation of new strategies and products and our ability to successfully manage multiple offices and navigate legal and regulatory systems both
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domestically and internationally. In the future, we may not have sufficient resources to adequately support growth in this manner.
Our clients may withdraw or reduce the amount of assets we manage or otherwise change the terms of our relationship which could have an adverse impact on our revenue.
Our institutional clients, and firms with which we have strategic alliances, may terminate their relationship with us, reduce the amount of assets we manage, shift their funds to other types of accounts with different fee structures, or renegotiate the fees we charge them for any number of reasons, including investment performance, redemptions by beneficial owners of funds we manage or subadvise, changes in prevailing interest rates and financial market performance. Certain investors in the funds that we manage hold their shares indirectly through platforms sponsored by financial institutions that have the authority to make investment and asset allocation decisions on behalf of such shareholders. Decisions by investors to redeem assets may require selling investments at a disadvantageous time or price which could negatively affect the value of our assets under management. In a declining market or in conditions of poor relative or absolute performance, the pace of redemptions and withdrawals and the loss of institutional and individual separate account clients could accelerate. The occurrence of any of these events could have a material adverse effect on our revenue.
Limitations on our ability to utilize leverage in the closed-end funds we sponsor could reduce our assets under management and revenue.
Certain of the closed-end funds sponsored by us utilize leverage in the form of bank financing, which in the aggregate amounted to approximately $2.3 billion as of December 31, 2017. To the extent any closed-end fund sponsored by us elects or is required by regulation or the terms of its bank financing to reduce leverage, such fund may need to liquidate its investments. Reducing leverage or liquidating investments during adverse market conditions could reduce the Company’s assets under management and revenue.
We could incur financial losses, reputational harm, and regulatory penalties if we fail to implement effective information security policies and procedures.
We are dependent on the effectiveness of our information security policies and procedures to protect our network and telecommunications systems and the data that reside in or are transmitted through such systems. As part of our normal operations, we maintain and transmit confidential information about our employees and clients’ portfolios as well as proprietary information relating to our business operations. We maintain a system of internal controls designed to provide reasonable assurance that fraudulent activity, including misappropriation of Company assets, fraudulent financial reporting, and unauthorized access to sensitive or confidential information is either prevented or timely detected and remediated. However, our technology systems may still be vulnerable to unauthorized access or may be corrupted by cyber attacks, computer viruses or other malicious software code, or authorized persons could inadvertently or intentionally release confidential or proprietary information. The nature of these threats is constantly evolving and becoming increasingly sophisticated. Although we take precautions to password protect and encrypt our mobile electronic devices, if such devices are stolen, misplaced or left unattended, they may become vulnerable to hacking or other unauthorized use, creating a possible security risk.
Breach or other failure of our technology systems, including those of third parties with whom we do business, could result in the loss of valuable information, liability for stolen assets or information, remediation costs to repair damage caused by the incident, additional security costs to mitigate against future incidents and litigation costs resulting from the incident. Moreover, loss of confidential client information could harm our reputation, result in the termination of contracts by our existing clients and subject us to liability under laws that protect confidential personal data, resulting in increased costs or loss of revenues. In the past, we have not maintained insurance coverage that specifically protected against information security breaches, including cyber breaches, and had minimal coverage under our other insurance policies. To help mitigate against any potential losses in the future, we purchased a cyber security insurance policy covering the period from December 31, 2017 to December 31, 2018 and anticipate renewing the policy for subsequent periods. However, insurance and other safeguards may only partially reimburse us for our losses, if at all, and if a claim is successful and exceeds or is not covered by our insurance policy, we may be required to pay a substantial amount in respect of such successful claim.
Failure to maintain adequate business continuity plans could have a material adverse effect on the Company and its products.
Significant portions of our business operations and those of our critical third-party service providers are concentrated in a few geographic areas, including New York and New Jersey. Critical operations that are geographically concentrated in New York include portfolio management, trading operations, information technology, investment administration, and portfolio
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accounting services for the Company’s products and services. Should we, or any of our critical service providers, experience a significant local or regional disaster or other significant business disruption, our ability to remain operational will depend in part on the safety and availability of our personnel, our office facilities, and the proper functioning of our network, telecommunication and other related systems and operations. We have backup systems and contingency plans, but we cannot ensure that they will be adequate in all circumstances that could arise or that material interruptions and disruptions will not occur. In addition, we rely to varying degrees on outside vendors for disaster recovery support, and we cannot ensure that these vendors will be able to perform in an adequate and timely manner. Failure by us, or any of our critical service providers, to maintain up to date business continuity plans, including system backup facilities, would impede our ability to operate in the event of a significant business disruption, which could result in financial losses to the Company and our clients and investors.
We could experience loss of client relationships if our reputation is harmed.
Our reputation is important to the success of our business. We believe that the Cohen & Steers brand has been, and continues to be, well received globally both in our industry and with our clients, reflecting the fact that our brand, like our business, is based in part on trust and confidence. Our reputation may be harmed by a number of factors, including, but not limited to, poor investment performance, the dissemination by current or former clients of unfavorable opinions relating to our services, and the imposition of legal or regulatory sanctions or penalties in connection with our business activities. If our reputation is harmed, existing clients and investors may reduce amounts held in, or withdraw entirely from, funds or accounts that we manage, or funds or accounts may terminate their relationship with us. In addition, reputational harm may cause us to lose current employees and we may be unable to attract new ones with similar qualifications or skills which could negatively affect our operations. If we fail to address, or appear to fail to address, successfully and promptly the underlying causes of any reputational harm, we may be unsuccessful in repairing any harm to our reputation and our future business prospects would likely be affected. The loss of client relationships could reduce our assets under management, revenue and earnings.
The failure of a key vendor to fulfill its obligations to the Company could have a material adverse effect on the Company and its products.
We depend on a number of key vendors for various fund administration, fund accounting, custody and transfer agent services, information technology services, market data, and other operational needs. The failure or inability of the Company to provide backup for key services or the failure of any key vendor to fulfill its obligations could lead to operational issues for the Company and certain of its products, which could result in financial losses for the Company and its clients.
Risks Related to our Common Stock
A significant portion of our common stock is owned by our Chairman and our Chief Executive Officer, which may limit the ability of other stockholders to influence the affairs of the Company.
Our Chairman and our Chief Executive Officer beneficially owned approximately 49% of our common stock as of December 31, 2017. As long as our Chairman and our Chief Executive Officer own a significant portion of our common stock, they may have the ability to significantly influence, among other things:
• | the election of the members of our board of directors, thereby controlling the management and affairs of the Company; |
• | the outcome of matters submitted to a vote of our stockholders; and |
• | any unsolicited acquisition of us and, consequently, adversely affect the market price of our common stock or prevent our stockholders from realizing a premium on their shares. |
The interests of our Chairman and our Chief Executive Officer may differ from those of other stockholders in instances where, for example, management compensation is being determined or where an unsolicited acquisition of us could result in a change in our management. The concentration of beneficial ownership in our Chairman and our Chief Executive Officer may limit the ability of our other stockholders to influence the affairs of the Company.
A sale of a substantial number of shares of our common stock may adversely affect the market price of our common stock, and the issuance of additional shares will dilute your percentage ownership in the Company.
A sale of a substantial number of shares of our common stock in the public market, or the perception that such sale may occur, could adversely affect the market price of our common stock. Our Chairman and our Chief Executive Officer, who beneficially owned, in the aggregate, 22,645,719 shares of our common stock as of December 31, 2017, may sell shares of
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our common stock in the open market, subject to any restrictions imposed by U.S. federal securities laws on sales by affiliates.
In addition, in connection with our initial public offering in 2004, we entered into a Registration Rights Agreement with our Chairman and our Chief Executive Officer and certain of their affiliates which requires us to register under the Securities Act of 1933, as amended, shares of our common stock (and other securities convertible into or exchangeable or exercisable for shares of common stock) held by them under certain circumstances. In August 2015, we filed a Registration Statement on Form S-3, as amended, covering (i) the resale of up to an aggregate of 23,579,791 shares owned by our Chairman and our Chief Executive Officer and certain of their affiliates and (ii) the offer and sale of up to 10,000,000 shares by us to the public. The sale of a substantial number of shares of our common stock may adversely affect the market price of our common stock and any additional shares that we issue will dilute your percentage ownership in the Company.
Anti-takeover provisions in our charter documents and Delaware law may delay or prevent a change in control of us, which could decrease the trading price of our common stock.
Our certificate of incorporation and bylaws and Delaware law contain certain anti-takeover provisions that could have the effect of making it more difficult for a third-party to acquire, or of discouraging a third party from attempting to acquire, control of the Company without negotiating with our board of directors. Such provisions could limit the price that certain investors might be willing to pay in the future for the Company’s common stock. Certain of these provisions allow the Company to issue preferred stock with rights more senior to those of our common stock, impose various procedural and other requirements that could make it more difficult for stockholders to effect certain corporate actions, and set forth rules about how stockholders may present proposals or nominate directors for election at annual meetings.
We believe these provisions protect our stockholders from coercive or other unfair takeover tactics by requiring potential acquirers to negotiate with our board of directors and by providing our board of directors with more time to assess acquisition proposals. However, these provisions apply even if an acquisition proposal may be considered beneficial by some stockholders and could have the effect of delaying or preventing an acquisition. In the event that our board of directors determines that a potential business combination transaction would be beneficial to the Company and its stockholders, such stockholders may elect to sell their shares in the Company and the trading price of our common stock could decrease.
Regulatory and Legal Risks
We may be adversely impacted by legal and regulatory changes in the U.S. and internationally.
We operate in a highly regulated industry and are subject to new regulations and revisions to, and evolving interpretations of, existing regulations in the U.S. and internationally. In recent years, regulators in the U.S. and abroad have increased oversight of the financial industry, which may result in regulation that increases the Company’s cost of conducting its business or limit or change the Company’s current or prospective business. Some of the newly adopted and proposed regulations are focused directly on the investment management industry, while others are more broadly focused, but impact our industry.
In the U.S., the Tax Cuts and Jobs Act (the Tax Act) was enacted on December 22, 2017. The Tax Act, among other things, imposed a one-time tax on deemed repatriated accumulated earnings and profits of our foreign subsidiaries, moved from the current system of worldwide taxation to a territorial system and reduced the statutory corporate tax rate to 21%. As a result of these changes, in the fourth quarter of 2017, the Company recorded a transition tax attributable to the shift in tax regimes and also remeasured its deferred and other tax balances using enacted tax rates that will be in effect when such items are expected to reverse. Furthermore, additional guidance and changes may be issued that may have a direct effect on our financial condition, results of operations and liquidity.
In 2016, the U.S. Department of Labor (DOL) began introducing changes to definitions and rules relating to fiduciaries serving holders of qualified retirement accounts. Full implementation has been delayed, and may be further delayed, during which time additional revisions may be made to the definitions and rules relating to fiduciaries. If adopted as currently proposed, the DOL’s changes may materially impact how advice can be provided to retirement account holders in 401(k) plans, individual retirement accounts and other qualified retirement programs. We may need to modify our interactions or limit distribution to retirement plans. In addition, our revenues and expenses may be adversely affected by the new rule adopted in 2016 by the SEC to address liquidity risk management by registered open-end funds. These rules could limit investment opportunities for certain funds we manage, impact flows, and increase our expenses.
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Outside the U.S., rules and regulations under MiFID II and MiFIR became effective on January 3, 2018. These have had and will continue to have direct and indirect effects on our operations in the European Economic Area, including increased costs for investment research and increased compliance, disclosure, reporting, and other obligations, which could impact our ability to operate in these markets.
In May 2018, the European Union’s General Data Protection Regulation (GDPR) will become effective. The primary objectives of GDPR are to give citizens control of their personal data and to simplify the regulatory environment for international business by unifying data protection regulation in the European Union. Compliance with the stringent rules under GDPR will require an extensive review of all of our global data processing systems. Failure to comply with GDPR could result in fines up to the higher of 20 million Euros or 4% of annual global revenues.
The decision of the U.K. to exit from the European Union following the June 2016 vote on the matter (referred to as Brexit) may disrupt our business operations, including our reported financial results and the liquidity and value of our investments. Brexit has caused significant geo-political and legal uncertainty and market volatility in the U.K. and elsewhere, which may continue during the Brexit negotiation process. Depending on the outcome of these negotiations, CSUK’s ability to market its services or serve as a distributor of financial products within the European Economic Area, as well as the ability of our EU-domiciled funds to be marketed in the U.K. could be restricted temporarily or in the long term.
Although the full extent of the foregoing regulatory changes is still unclear, they may affect our business operations and increase our operating expenses.
Our involvement in legal proceedings could adversely affect our results of operations and financial condition.
Many aspects of our business involve risks of legal liability. Claims against us may arise in the ordinary course of business, including employment-related claims, and from time to time, we may receive subpoenas or other requests for information from various U.S. and non-U.S. governmental and regulatory authorities and third parties in connection with certain industry-wide, company-specific or other investigations or proceedings. In addition, certain of the funds that the Company manages may become subject to lawsuits, any of which could potentially harm the investment returns of the applicable fund.
We carry insurance in amounts and under terms that we believe are appropriate to cover potential liabilities related to litigation. However, we cannot guarantee that our insurance will cover all liabilities and losses to which we may be exposed, or that our insurance policies will continue to be available at acceptable terms and fees. As our insurance policies are due for renewal, we may need to assume higher deductibles or pay higher premiums, which would increase our expenses and reduce our net income.
The tax treatment of certain of our funds involves the interpretation of complex provisions of U.S. federal income tax law for which no precedent may be available and may be subject to potential legislative, judicial or administrative change and differing interpretations, possibly on a retroactive basis.
The U.S. federal income tax treatment of certain of our funds depends in some instances on determinations of fact and interpretations of complex provisions of U.S. federal income tax law for which no clear precedent or authority may be available. U.S. federal income tax rules are constantly under review by the IRS and the U.S. Department of the Treasury, frequently resulting in revised interpretations of established concepts, statutory changes, revisions to regulations and other modifications and interpretations. Recent and ongoing changes to U.S. federal income tax laws and interpretations thereof could cause us to change our investments and commitments, affect the tax considerations of an investment in us and change the character or treatment of portions of our income. In addition, the Company may be required to make certain assumptions when electing a particular tax treatment. It is possible that the IRS could assert successfully that the assumptions made by us do not satisfy the technical requirements of the Internal Revenue Code and/or Treasury Regulations and could require items of income, gain, deduction, loss or credit, including interest deductions, be adjusted, reallocated or disallowed in a manner that adversely affects us and our clients.
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Item 1B. Unresolved Staff Comments
The Company has no unresolved SEC staff comments.
Item 2. Properties
Our principal executive office is located in leased office space at 280 Park Avenue, New York, New York. In addition, we have leased office space in London, Hong Kong, Tokyo and Seattle.
Item 3. 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 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 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is listed on the New York Stock Exchange (NYSE) and is traded under the symbol “CNS”. As of February 20, 2018, there were 20 holders of record of our common stock. Holders of record include institutional and omnibus accounts that hold common stock on behalf of numerous underlying beneficial owners. The closing sale price of our common stock on February 20, 2018 was $40.31 per share.
The following table sets forth, for the periods indicated, the high and low reported sale prices and dividends declared per share for our common stock as reported by the NYSE:
Three Months Ended 2017 | March 31 | June 30 | September 30 | December 31 | |||||||||
High price | $ | 40.39 | $ | 41.93 | $ | 42.99 | $ | 47.82 | |||||
Low price | $ | 33.19 | $ | 38.02 | $ | 36.30 | $ | 39.19 | |||||
Closing price | $ | 39.97 | $ | 40.54 | $ | 39.49 | $ | 47.29 | |||||
Cash dividends declared per share | $ | 0.28 | $ | 0.28 | $ | 0.28 | $ | 1.28 | * | ||||
Three Months Ended 2016 | March 31 | June 30 | September 30 | December 31 | |||||||||
High price | $ | 39.63 | $ | 42.37 | $ | 43.83 | $ | 43.11 | |||||
Low price | $ | 26.72 | $ | 36.74 | $ | 38.56 | $ | 33.16 | |||||
Closing price | $ | 38.92 | $ | 40.44 | $ | 42.75 | $ | 33.60 | |||||
Cash dividends declared per share | $ | 0.26 | $ | 0.26 | $ | 0.26 | $ | 0.76 | * | ||||
* | Includes special dividends declared by the Company in the amount of $1.00 per share on November 8, 2017 and $0.50 per share on November 2, 2016. |
Payment of any dividends to our common stockholders is subject to the discretion of our Board of Directors. When determining whether to pay a dividend, our Board of Directors takes into account such matters as general economic and business conditions, our strategic plans, our financial results and condition, contractual, legal and regulatory restrictions on the payment of dividends by us and our subsidiaries and such other factors that our Board of Directors deems relevant. On February 22, 2018, we declared a quarterly cash dividend on our common stock in the amount of $0.33 per share. As set forth in the table above, we have historically paid quarterly cash dividends.
Issuer Purchases of Equity Securities
During the three months ended December 31, 2017, we did not make any purchases of our equity securities that are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934.
Recent Sales of Unregistered Securities
None.
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Item 6. Selected Financial Data
The selected consolidated financial data, together with other information presented below, should be read in conjunction with our consolidated financial statements and the notes to those statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Annual Report on Form 10-K.
Selected Consolidated Financial and Other Data
(in thousands, except per share data) | As of and For the Year Ended December 31, | |||||||||||||||||||
2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||||
Consolidated Statements of Operations | ||||||||||||||||||||
Total revenue | $ | 378,194 | $ | 349,876 | $ | 328,655 | $ | 313,934 | $ | 297,713 | ||||||||||
Total expenses | 223,448 | 214,365 | 201,106 | 191,993 | 191,371 | (1) | ||||||||||||||
Operating income | 154,746 | 135,511 | 127,549 | 121,941 | 106,342 | |||||||||||||||
Total non-operating income (loss) | 5,654 | 7,892 | (14,805 | ) | (2) | 73 | (1,978 | ) | ||||||||||||
Income before provision for income taxes | 160,400 | 143,403 | 112,744 | 122,014 | 104,364 | |||||||||||||||
Provision for income taxes | 67,914 | 50,593 | 48,407 | 46,280 | 41,109 | |||||||||||||||
Net income | 92,486 | 92,810 | 64,337 | 75,734 | 63,255 | |||||||||||||||
Less: Net (income) loss attributable to redeemable noncontrolling interest | (547 | ) | 126 | 214 | (224 | ) | 4,864 | |||||||||||||
Net income attributable to common stockholders | $ | 91,939 | $ | 92,936 | $ | 64,551 | $ | 75,510 | $ | 68,119 | ||||||||||
Earnings per share attributable to common stockholders | ||||||||||||||||||||
Basic | $ | 1.98 | $ | 2.02 | $ | 1.42 | $ | 1.69 | $ | 1.54 | ||||||||||
Diluted | $ | 1.96 | $ | 2.00 | $ | 1.41 | $ | 1.65 | $ | 1.51 | ||||||||||
Cash dividends declared per share | ||||||||||||||||||||
Quarterly | $ | 1.12 | $ | 1.04 | $ | 1.00 | $ | 0.88 | $ | 0.80 | ||||||||||
Special | $ | 1.00 | $ | 0.50 | $ | 0.50 | $ | 1.00 | $ | 1.00 | ||||||||||
Consolidated Statements of Financial Condition | ||||||||||||||||||||
Cash and cash equivalents | $ | 193,452 | $ | 183,234 | $ | 142,728 | $ | 124,938 | $ | 128,277 | ||||||||||
Trading investments | 74,856 | 12,689 | 37,169 | 9,509 | 15,668 | |||||||||||||||
Equity method investments | 6,176 | 6,459 | 16,974 | 28,550 | 24,724 | |||||||||||||||
Available-for-sale investments | 27,074 | 35,396 | 17,191 | 21,269 | 10,449 | |||||||||||||||
Total assets | 410,125 | 333,728 | 305,322 | 280,721 | 274,926 | |||||||||||||||
Total liabilities | 86,794 | 67,061 | 62,212 | 52,133 | 51,162 | |||||||||||||||
Redeemable noncontrolling interest | 47,795 | 853 | 11,334 | 607 | 207 | |||||||||||||||
Total stockholders’ equity | 275,536 | 265,814 | 231,776 | 227,981 | 223,557 | |||||||||||||||
Other Data (in millions) | ||||||||||||||||||||
Assets under management (AUM) by investment vehicle: | ||||||||||||||||||||
Institutional accounts | $ | 29,396 | $ | 28,659 | $ | 26,105 | $ | 26,201 | $ | 22,926 | ||||||||||
Open-end funds | 23,304 | 19,576 | 17,460 | 17,131 | 14,016 | |||||||||||||||
Closed-end funds | 9,406 | 8,963 | 9,029 | 9,805 | 8,965 | |||||||||||||||
Total AUM | $ | 62,106 | $ | 57,198 | $ | 52,594 | $ | 53,137 | $ | 45,907 | ||||||||||
_________________________
(1) Includes $7.8 million expense associated primarily with the offering of a closed-end fund.
(2) Includes $8.2 million of unrealized losses related to the reclassification of one of the Company’s seed investment from available-for-sale to equity method and a $2.8 million other-than-temporary impairment.
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Annual Report on Form 10-K 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 Item 1A. Risk Factors of this Annual Report on Form 10-K. These factors are not exhaustive and should be read in conjunction with the other cautionary statements that are included in this Annual Report on Form 10-K. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
Cohen & Steers, Inc. (CNS), a Delaware corporation formed in 2004, and its subsidiaries are collectively referred to as the Company, we, us or our.
Executive Overview
General
We are a global investment manager specializing in liquid real assets, including real estate securities, listed infrastructure, commodities 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, Tokyo and Seattle.
Our primary investment strategies include U.S. real estate securities, global/international real estate securities, global listed infrastructure, master limited partnerships (MLPs), commodities, real assets multi-strategy, preferred securities, large cap value 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. registered funds and other commingled vehicles and 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 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; and fees for portfolio consulting and other services. Our fees are paid in arrears, based on contractually specified percentages of the value of the assets we manage and, in certain cases, investment performance. Our revenue fluctuates with changes in the total value of our assets under management, which may occur as a result of investment performance, addition or termination of client accounts, contributions or withdrawals from client accounts, market conditions, foreign currency fluctuations, or investor subscriptions or redemptions, and is recognized over the period that the assets are managed.
A majority of our revenue, approximately 92%, 91% and 92% for the years ended December 31, 2017, 2016 and 2015, respectively, was derived from investment advisory and administration fees for providing asset management services to institutional accounts as well as open-end funds and closed-end funds sponsored by the Company.
2017 Financial Highlights
Revenue increased 8% to $378.2 million for the year ended December 31, 2017 from $349.9 million for the year ended December 31, 2016. The increase was primarily driven by higher average assets under management in all three investment vehicles—institutional accounts, open-end funds and closed-end funds. Operating income increased 14% to $154.7 million for the year ended December 31, 2017 from $135.5 million for the year ended December 31, 2016. Our operating margin was
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40.9% for the year ended December 31, 2017, compared with 38.7% for the year ended December 31, 2016. Our effective tax rate was 42.5% for the year ended December 31, 2017, compared with 35.3% for the year ended December 31, 2016.
As of December 31, 2017, assets under management were $62.1 billion, an increase of $4.9 billion, or 9%, from $57.2 billion as of December 31, 2016. The increase was driven by net inflows of $3.9 billion and market appreciation of $5.8 billion, partially offset by distributions of $4.7 billion. Average assets under management were $60.3 billion for the year ended December 31, 2017, an increase of $3.9 billion, or 7% from $56.4 billion for the year ended December 31, 2016. Our overall annual organic growth rate was 7% as of December 31, 2017. The organic growth rate represents the ratio of annual net flows to the beginning assets under management.
Recent Business Developments
• | In January 2018, the Company received three awards for leadership and investment performance from the Asia Asset Management “2018 Best of the Best Performance Awards,” including Best Real Assets House and Performance Awards - Global REITs (3 years) and Global REITs (10 years). These awards recognized the Company’s leadership in real estate and other real assets investments. In addition, Cohen & Steers MLP & Energy Opportunity Fund ended 2017 as the top performing fund in its category and gained a four-star rating from Morningstar. Please refer to the Company’s website for additional disclosure on the Morningstar rating. |
• | Our European business development efforts are beginning to translate into asset flows as evidenced by net inflows into our European real estate SICAV, primarily from a large European financial intermediary that included this fund in their discretionary models during the fourth quarter and increased request for proposal activity in the region. In addition, in February 2018, we were awarded our first institutional account mandate in Germany. |
• | Institutional interest in our preferred securities strategy, global listed infrastructure strategy and global real estate strategy remains strong with institutional accounts in each strategy experiencing net inflows for the year of approximately $558 million, $448 million and $175 million, respectively. |
• | In November, our largest Japanese distribution partner reduced the distribution rate on the second U.S. REIT fund that we subadvise in Japan by 25%. This distribution rate cut followed the 30% reduction in the distribution rate on the other U.S. REIT fund that we subadvise for this partner announced in July 2017. |
• | In January 2018, we were awarded our first MLP focused institutional account mandate which was funded by the client in February 2018. |
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Assets Under Management
The following table sets forth information about net flows, market appreciation (depreciation) and distributions of assets under management by investment vehicle for the periods presented (in millions):
Year Ended December 31, | |||||||||||
2017 | 2016 | 2015 (1) | |||||||||
Institutional Accounts | |||||||||||
Assets under management, beginning of period | $ | 28,659 | $ | 26,105 | $ | 26,201 | |||||
Inflows | 3,963 | 6,374 | 3,646 | ||||||||
Outflows | (3,267 | ) | (2,414 | ) | (2,379 | ) | |||||
Net inflows (outflows) | 696 | 3,960 | 1,267 | ||||||||
Market appreciation (depreciation) | 2,867 | 1,627 | 863 | ||||||||
Distributions | (3,018 | ) | (3,033 | ) | (2,226 | ) | |||||
Transfers | 192 | — | — | ||||||||
Total increase (decrease) | 737 | 2,554 | (96 | ) | |||||||
Assets under management, end of period | $ | 29,396 | $ | 28,659 | $ | 26,105 | |||||
Average assets under management | $ | 29,346 | $ | 28,085 | $ | 25,884 | |||||
Open-end Funds | |||||||||||
Assets under management, beginning of period | $ | 19,576 | $ | 17,460 | $ | 17,131 | |||||
Inflows | 9,702 | 9,630 | 7,344 | ||||||||
Outflows | (6,541 | ) | (6,831 | ) | (5,901 | ) | |||||
Net inflows (outflows) | 3,161 | 2,799 | 1,443 | ||||||||
Market appreciation (depreciation) | 1,947 | 917 | 560 | ||||||||
Distributions | (1,188 | ) | (1,600 | ) | (1,674 | ) | |||||
Transfers | (192 | ) | — | — | |||||||
Total increase (decrease) | 3,728 | 2,116 | 329 | ||||||||
Assets under management, end of period | $ | 23,304 | $ | 19,576 | $ | 17,460 | |||||
Average assets under management | $ | 21,623 | $ | 19,176 | $ | 17,252 | |||||
Closed-end Funds | |||||||||||
Assets under management, beginning of period | $ | 8,963 | $ | 9,029 | $ | 9,805 | |||||
Inflows | — | — | — | ||||||||
Outflows | — | (88 | ) | (53 | ) | ||||||
Net inflows (outflows) | — | (88 | ) | (53 | ) | ||||||
Market appreciation (depreciation) | 949 | 554 | (206 | ) | |||||||
Distributions | (506 | ) | (532 | ) | (517 | ) | |||||
Total increase (decrease) | 443 | (66 | ) | (776 | ) | ||||||
Assets under management, end of period | $ | 9,406 | $ | 8,963 | $ | 9,029 | |||||
Average assets under management | $ | 9,343 | $ | 9,108 | $ | 9,586 | |||||
Total | |||||||||||
Assets under management, beginning of period | $ | 57,198 | $ | 52,594 | $ | 53,137 | |||||
Inflows | 13,665 | 16,004 | 10,990 | ||||||||
Outflows | (9,808 | ) | (9,333 | ) | (8,333 | ) | |||||
Net inflows (outflows) | 3,857 | 6,671 | 2,657 | ||||||||
Market appreciation (depreciation) | 5,763 | 3,098 | 1,217 | ||||||||
Distributions | (4,712 | ) | (5,165 | ) | (4,417 | ) | |||||
Total increase (decrease) | 4,908 | 4,604 | (543 | ) | |||||||
Assets under management, end of period | $ | 62,106 | $ | 57,198 | $ | 52,594 | |||||
Average assets under management | $ | 60,312 | $ | 56,369 | $ | 52,722 | |||||
_________________________
(1) | December 31, 2015 amounts have been reclassified to show distributions separately and dividend reinvestments as inflows. |
17
The following table sets forth information about net flows, market appreciation (depreciation) and distributions of assets under management by institutional account type for the periods presented (in millions):
Year Ended December 31, | |||||||||||
2017 | 2016 | 2015 (1) | |||||||||
Japan Subadvisory | |||||||||||
Assets under management, beginning of period | $ | 13,699 | $ | 13,112 | $ | 13,377 | |||||
Inflows | 1,411 | 3,305 | 1,859 | ||||||||
Outflows | (1,545 | ) | (503 | ) | (607 | ) | |||||
Net inflows (outflows) | (134 | ) | 2,802 | 1,252 | |||||||
Market appreciation (depreciation) | 911 | 818 | 709 | ||||||||
Distributions | (3,018 | ) | (3,033 | ) | (2,226 | ) | |||||
Total increase (decrease) | (2,241 | ) | 587 | (265 | ) | ||||||
Assets under management, end of period | $ | 11,458 | $ | 13,699 | $ | 13,112 | |||||
Average assets under management | $ | 12,793 | $ | 13,607 | $ | 12,973 | |||||
Subadvisory Excluding Japan | |||||||||||
Assets under management, beginning of period | $ | 5,892 | $ | 5,428 | $ | 5,480 | |||||
Inflows | 730 | 1,030 | 1,034 | ||||||||
Outflows | (854 | ) | (919 | ) | (1,013 | ) | |||||
Net inflows (outflows) | (124 | ) | 111 | 21 | |||||||
Market appreciation (depreciation) | 829 | 353 | (73 | ) | |||||||
Total increase (decrease) | 705 | 464 | (52 | ) | |||||||
Assets under management, end of period | $ | 6,597 | $ | 5,892 | $ | 5,428 | |||||
Average assets under management | $ | 6,273 | $ | 5,961 | $ | 5,537 | |||||
Advisory | |||||||||||
Assets under management, beginning of period | $ | 9,068 | $ | 7,565 | $ | 7,344 | |||||
Inflows | 1,822 | 2,039 | 753 | ||||||||
Outflows | (868 | ) | (992 | ) | (759 | ) | |||||
Net inflows (outflows) | 954 | 1,047 | (6 | ) | |||||||
Market appreciation (depreciation) | 1,127 | 456 | 227 | ||||||||
Transfers | 192 | — | — | ||||||||
Total increase (decrease) | 2,273 | 1,503 | 221 | ||||||||
Assets under management, end of period | $ | 11,341 | $ | 9,068 | $ | 7,565 | |||||
Average assets under management | $ | 10,280 | $ | 8,517 | $ | 7,374 | |||||
Total Institutional Accounts | |||||||||||
Assets under management, beginning of period | $ | 28,659 | $ | 26,105 | $ | 26,201 | |||||
Inflows | 3,963 | 6,374 | 3,646 | ||||||||
Outflows | (3,267 | ) | (2,414 | ) | (2,379 | ) | |||||
Net inflows (outflows) | 696 | 3,960 | 1,267 | ||||||||
Market appreciation (depreciation) | 2,867 | 1,627 | 863 | ||||||||
Distributions | (3,018 | ) | (3,033 | ) | (2,226 | ) | |||||
Transfers | 192 | — | — | ||||||||
Total increase (decrease) | 737 | 2,554 | (96 | ) | |||||||
Assets under management, end of period | $ | 29,396 | $ | 28,659 | $ | 26,105 | |||||
Average assets under management | $ | 29,346 | $ | 28,085 | $ | 25,884 | |||||
_________________________
(1) | December 31, 2015 amounts have been reclassified to show distributions separately and dividend reinvestments as inflows. |
18
The following table sets forth information about net flows, market appreciation (depreciation) and distributions of assets under management by investment strategy for the periods presented (in millions):
Year Ended December 31, | |||||||||||
2017 | 2016 | 2015 (1) | |||||||||
U.S. Real Estate | |||||||||||
Assets under management, beginning of period | $ | 28,927 | $ | 27,814 | $ | 28,357 | |||||
Inflows | 5,703 | 7,821 | 5,410 | ||||||||
Outflows | (5,241 | ) | (4,091 | ) | (3,729 | ) | |||||
Net inflows (outflows) | 462 | 3,730 | 1,681 | ||||||||
Market appreciation (depreciation) | 1,895 | 1,674 | 1,358 | ||||||||
Distributions | (3,694 | ) | (4,164 | ) | (3,582 | ) | |||||
Transfers | (10 | ) | (127 | ) | — | ||||||
Total increase (decrease) | (1,347 | ) | 1,113 | (543 | ) | ||||||
Assets under management, end of period | $ | 27,580 | $ | 28,927 | $ | 27,814 | |||||
Average assets under management | $ | 28,622 | $ | 29,224 | $ | 27,663 | |||||
Preferred Securities | |||||||||||
Assets under management, beginning of period | $ | 9,880 | $ | 7,705 | $ | 6,342 | |||||
Inflows | 5,168 | 4,857 | 3,048 | ||||||||
Outflows | (2,635 | ) | (2,592 | ) | (1,702 | ) | |||||
Net inflows (outflows) | 2,533 | 2,265 | 1,346 | ||||||||
Market appreciation (depreciation) | 1,145 | 365 | 371 | ||||||||
Distributions | (540 | ) | (455 | ) | (354 | ) | |||||
Total increase (decrease) | 3,138 | 2,175 | 1,363 | ||||||||
Assets under management, end of period | $ | 13,018 | $ | 9,880 | $ | 7,705 | |||||
Average assets under management | $ | 11,644 | $ | 9,145 | $ | 6,915 | |||||
Global/International Real Estate | |||||||||||
Assets under management, beginning of period | $ | 9,403 | $ | 9,476 | $ | 10,184 | |||||
Inflows | 1,520 | 1,596 | 1,017 | ||||||||
Outflows | (1,071 | ) | (1,867 | ) | (1,900 | ) | |||||
Net inflows (outflows) | 449 | (271 | ) | (883 | ) | ||||||
Market appreciation (depreciation) | 1,458 | 336 | 389 | ||||||||
Distributions | (212 | ) | (265 | ) | (214 | ) | |||||
Transfers | 10 | 127 | — | ||||||||
Total increase (decrease) | 1,705 | (73 | ) | (708 | ) | ||||||
Assets under management, end of period | $ | 11,108 | $ | 9,403 | $ | 9,476 | |||||
Average assets under management | $ | 10,258 | $ | 9,734 | $ | 9,938 | |||||
Global Listed Infrastructure | |||||||||||
Assets under management, beginning of period | $ | 5,697 | $ | 5,147 | $ | 5,697 | |||||
Inflows | 872 | 732 | 918 | ||||||||
Outflows | (376 | ) | (402 | ) | (608 | ) | |||||
Net inflows (outflows) | 496 | 330 | 310 | ||||||||
Market appreciation (depreciation) | 935 | 428 | (670 | ) | |||||||
Distributions | (196 | ) | (208 | ) | (190 | ) | |||||
Total increase (decrease) | 1,235 | 550 | (550 | ) | |||||||
Assets under management, end of period | $ | 6,932 | $ | 5,697 | $ | 5,147 | |||||
Average assets under management | $ | 6,473 | $ | 5,488 | $ | 5,559 | |||||
_________________________
(1) | December 31, 2015 amounts have been reclassified to show distributions separately and dividend reinvestments as inflows. |
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Year Ended December 31, | |||||||||||
2017 | 2016 | 2015 (1) | |||||||||
Other | |||||||||||
Assets under management, beginning of period | $ | 3,291 | $ | 2,452 | $ | 2,557 | |||||
Inflows | 402 | 998 | 597 | ||||||||
Outflows | (485 | ) | (381 | ) | (394 | ) | |||||
Net inflows (outflows) | (83 | ) | 617 | 203 | |||||||
Market appreciation (depreciation) | 330 | 295 | (231 | ) | |||||||
Distributions | (70 | ) | (73 | ) | (77 | ) | |||||
Total increase (decrease) | 177 | 839 | (105 | ) | |||||||
Assets under management, end of period | $ | 3,468 | $ | 3,291 | $ | 2,452 | |||||
Average assets under management | $ | 3,315 | $ | 2,778 | $ | 2,647 | |||||
Total | |||||||||||
Assets under management, beginning of period | $ | 57,198 | $ | 52,594 | $ | 53,137 | |||||
Inflows | 13,665 | 16,004 | 10,990 | ||||||||
Outflows | (9,808 | ) | (9,333 | ) | (8,333 | ) | |||||
Net inflows (outflows) | 3,857 | 6,671 | 2,657 | ||||||||
Market appreciation (depreciation) | 5,763 | 3,098 | 1,217 | ||||||||
Distributions | (4,712 | ) | (5,165 | ) | (4,417 | ) | |||||
Total increase (decrease) | 4,908 | 4,604 | (543 | ) | |||||||
Assets under management, end of period | $ | 62,106 | $ | 57,198 | $ | 52,594 | |||||
Average assets under management | $ | 60,312 | $ | 56,369 | $ | 52,722 | |||||
_________________________
(1) | December 31, 2015 amounts have been reclassified to show distributions separately and dividend reinvestments as inflows. |
20
Investment Performance as of December 31, 2017
_________________________
(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) | © 2018 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 as of December 31, 2017. 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 were $62.1 billion at December 31, 2017, an increase of 9% from $57.2 billion at December 31, 2016 and an increase of 18% from $52.6 billion at December 31, 2015. The increase in assets under management during 2017 was due to net inflows of $3.9 billion and market appreciation of $5.8 billion, partially offset by distributions of $4.7 billion. Net inflows in 2017 included $2.5 billion into preferred securities, $496 million into global listed infrastructure and $462 million into U.S. real estate. Market appreciation in 2017 included $1.9 billion from U.S. real estate, $1.5 billion from global/international real estate, $1.1 billion from preferred securities and $935 million from global listed infrastructure. Distributions in 2017 included $3.7 billion from U.S. real estate and $540 million from preferred securities.
The increase in assets under management during 2016 was due to net inflows of $6.7 billion and market appreciation of $3.1 billion, partially offset by distributions of $5.2 billion. Net inflows in 2016 included $3.7 billion into U.S. real estate and $2.3 billion into preferred securities. Market appreciation in 2016 included $1.7 billion from U.S. real estate, $428 million
21
from global listed infrastructure and $365 million from preferred securities. Distributions in 2016 included $4.2 billion from U.S. real estate.
Average assets under management were $60.3 billion for the year ended December 31, 2017, an increase of 7% from $56.4 billion for the year ended December 31, 2016 and an increase of 14% from $52.7 billion for the year ended December 31, 2015.
Institutional accounts
Assets under management in institutional accounts, which represented 47% of total assets under management, were $29.4 billion at December 31, 2017, compared with $28.7 billion at December 31, 2016 and $26.1 billion at December 31, 2015. The increase in institutional assets under management during 2017 was due to market appreciation of $2.9 billion and net inflows of $696 million, partially offset by distributions of $3.0 billion. Net inflows in 2017 included $558 million into preferred securities and $448 million into global listed infrastructure, partially offset by net outflows of $379 million from U.S. real estate. Market appreciation in 2017 included $1.2 billion from global/international real estate, $863 million from U.S. real estate and $467 million from global listed infrastructure. Distributions in 2017 included $2.8 billion from U.S. real estate.
The increase in institutional assets under management during 2016 was due to net inflows of $4.0 billion and market appreciation of $1.6 billion, partially offset by distributions of $3.0 billion. Net inflows in 2016 included $2.4 billion into U.S. real estate, $775 million into real assets multi-strategy (included in “Other” in the table above) and $428 million into preferred securities. Market appreciation in 2016 included $924 million from U.S. real estate, $306 million from global/international real estate and $167 million from global listed infrastructure. Distributions in 2016 included $3.0 billion from U.S. real estate.
Average assets under management for institutional accounts were $29.3 billion for the year ended December 31, 2017, an increase of 4% from $28.1 billion for the year ended December 31, 2016 and an increase of 13% from $25.9 billion for the year ended December 31, 2015.
Assets under management in Japan subadvised accounts, which represented 39% of institutional assets under management, were $11.5 billion at December 31, 2017, compared with $13.7 billion at December 31, 2016 and $13.1 billion at December 31, 2015. The decrease in Japan subadvised assets under management during 2017 was due to net outflows of $134 million and distributions of $3.0 billion, partially offset by market appreciation of $911 million. Net outflows in 2017 included $63 million from global/international real estate and $27 million from preferred securities. Market appreciation in 2017 included $594 million from U.S. real estate and $254 million from global/international real estate. Distributions in 2017 included $2.8 billion from U.S. real estate.
The increase in Japan subadvised assets under management during 2016 was due to net inflows of $2.8 billion and market appreciation of $818 million, partially offset by distributions of $3.0 billion, all of which were primarily from U.S. real estate.
Average assets under management for Japan subadvised accounts were $12.8 billion for the year ended December 31, 2017, a decrease of 6% from $13.6 billion for the year ended December 31, 2016, and a decrease of 1% from $13.0 billion for the year ended December 31, 2015.
Assets under management in institutional subadvised accounts excluding Japan, which represented 22% of institutional assets under management, were $6.6 billion at December 31, 2017, compared with $5.9 billion at December 31, 2016 and $5.4 billion at December 31, 2015. The increase in institutional subadvised accounts excluding Japan assets under management during 2017 was due to market appreciation of $829 million, partially offset by net outflows of $124 million. Net outflows in 2017 included $227 million from large cap value (which is included in “Other” in the table above), partially offset by net inflows of $178 million from global/international real estate. Market appreciation in 2017 included $434 million from global/international real estate and $221 million from global listed infrastructure.
The increase in institutional subadvised accounts excluding Japan assets under management during 2016 was due to net inflows of $111 million and market appreciation of $353 million. Net inflows in 2016 included $201 million from global/international real estate, and $106 million from global listed infrastructure, partially offset by net outflows of $140 million from U.S. real estate. Market appreciation in 2016 included $91 million from global/international real estate, $77 million from global listed infrastructure, $69 million from large cap value and $63 million from commodities (both of which are included in “Other” in the table above).
22
Average assets under management for institutional subadvised accounts excluding Japan were $6.3 billion for the year ended December 31, 2017, an increase of 5% from $6.0 billion for the year ended December 31, 2016, and an increase of 13% from $5.5 billion for the year ended December 31, 2015.
Assets under management in institutional advised accounts, which represented 39% of institutional assets under management, were $11.3 billion at December 31, 2017, compared with $9.1 billion at December 31, 2016 and $7.6 billion at December 31, 2015. The increase in institutional advised accounts assets under management during 2017 was primarily due to market appreciation of $1.1 billion and net inflows of $1.0 billion. Net inflows in 2017 included $565 million into global listed infrastructure and $559 million into preferred securities, partially offset by net outflows of $281 million from U.S. real estate. Market appreciation included $485 million from global/international real estate, $241 million from global listed infrastructure and $204 million from U.S. real estate.
The increase in assets under management for institutional advised accounts during 2016 was due to net inflows of $1.0 billion and market appreciation of $456 million. Net inflows in 2016 included $775 million into real assets multi-strategy (included in “Other” in the table above) and $321 million into global listed infrastructure. Market appreciation included $265 million from global/international real estate and $79 million from global listed infrastructure.
Average assets under management for institutional advised accounts were $10.3 billion for the year ended December 31, 2017, an increase of 21% from $8.5 billion for the year ended December 31, 2016, and an increase of 39% from $7.4 billion for the year ended December 31, 2015.
Open-end funds
Assets under management in open-end funds, which represented 38% of total assets under management, were $23.3 billion at December 31, 2017, compared with $19.6 billion at December 31, 2016 and $17.5 billion at December 31, 2015. The increase in assets under management in open-end funds during 2017 was primarily due to net inflows of $3.2 billion and market appreciation of $1.9 billion, partially offset by distributions of $1.2 billion. Net inflows in 2017 included $2.0 billion into preferred securities and $842 million into U.S. real estate. Market appreciation in 2017 included $816 million from U.S. real estate and $769 million from preferred securities. Distributions included $679 million from U.S. real estate and $416 million from preferred securities.
The increase in assets under management in open-end funds during 2016 was due to net inflows of $2.8 billion and market appreciation of $917 million, partially offset by distributions of $1.6 billion. Net inflows in 2016 included $1.8 billion into preferred securities and $1.3 billion into U.S. real estate, partially offset by net outflows of $383 million from global/international real estate. Market appreciation in 2016 included $594 million from U.S. real estate and $216 million from preferred securities. Distributions included $1.2 billion from U.S. real estate.
Average assets under management for open-end funds were $21.6 billion for the year ended December 31, 2017, an increase of 13% from $19.2 billion for the year ended December 31, 2016 and an increase of 25% from $17.3 billion for the year ended December 31, 2015.
Closed-end funds
Assets under management in closed-end funds, which represented 15% of total assets under management, were $9.4 billion at December 31, 2017, compared with $9.0 billion at both December 31, 2016 and 2015. The increase in closed-end funds assets under management during 2017 was primarily due to market appreciation of $949 million, partially offset by distributions of $506 million.
Average assets under management for closed-end funds were $9.3 billion for the year ended December 31, 2017, an increase of 3% from $9.1 billion for the year ended December 31, 2016 and a decrease of 3% from $9.6 billion for the year ended December 31, 2015.
23
Results of Operations
(in thousands, except per share data and percentages) | Year Ended December 31, | ||||||||||
2017 | 2016 | 2015 | |||||||||
U.S. GAAP | |||||||||||
Revenue | $ | 378,194 | $ | 349,876 | $ | 328,655 | |||||
Expenses | $ | 223,448 | $ | 214,365 | $ | 201,106 | |||||
Operating income | $ | 154,746 | $ | 135,511 | $ | 127,549 | |||||
Operating margin | 40.9 | % | 38.7 | % | 38.8 | % | |||||
Non-operating income (loss) | $ | 5,654 | $ | 7,892 | $ | (14,805 | ) | ||||
Net income attributable to common stockholders | $ | 91,939 | $ | 92,936 | $ | 64,551 | |||||
Diluted earnings per share | $ | 1.96 | $ | 2.00 | $ | 1.41 | |||||
As Adjusted (1) | |||||||||||
Net income attributable to common stockholders | $ | 97,037 | $ | 86,109 | $ | 78,694 | |||||
Diluted earnings per share | $ | 2.07 | $ | 1.85 | $ | 1.71 | |||||
_________________________
(1) | The “As Adjusted” amounts represent non-GAAP financial measures. Please refer to the “Non-GAAP Reconciliation” on pages 28-29 for a reconciliation to the most directly comparable U.S. GAAP financial measures. |
U.S. GAAP
2017 Compared with 2016
Revenue
Total revenue increased 8% to $378.2 million for the year ended December 31, 2017 from $349.9 million for the year ended December 31, 2016. This increase was primarily attributable to higher investment advisory and administration fees of $27.2 million due to higher average assets under management in all three investment vehicles.
For the year ended December 31, 2017:
• | Total investment advisory fees from institutional accounts increased 9% to $101.9 million from $93.2 million for the year ended December 31, 2016. Total investment advisory fees compared with average assets under management in institutional accounts implied an annual effective fee rate of 34.7 bps and 33.2 bps for the years ended December 31, 2017 and 2016, respectively. |
• | Total investment advisory and administration fees from open-end funds increased 11% to $165.9 million from $149.9 million for the year ended December 31, 2016. Total investment advisory and administration fees compared with average assets under management in open-end funds implied an annual effective fee rate of 76.7 bps and 78.2 bps for the years ended December 31, 2017 and 2016, respectively. |
• | Total investment advisory and administration fees from closed-end funds increased 3% to $79.0 million from $76.6 million for the year ended December 31, 2016. Total investment advisory and administration fees compared with average assets under management in closed-end funds implied an annual effective fee rate of 84.6 bps and 84.1 bps for the years ended December 31, 2017 and 2016, respectively. |
A majority of our revenue, approximately 92% and 91% for the years ended December 31, 2017 and 2016, respectively, was derived from investment advisory and administration fees for providing asset management services to institutional accounts as well as open-end funds and closed-end funds sponsored by the Company.
Expenses
Total operating expenses increased 4% to $223.4 million for the year ended December 31, 2017 from $214.4 million for the year ended December 31, 2016, primarily due to an increase of $8.5 million in employee compensation and benefits.
Employee compensation and benefits increased 7% to $124.1 million for the year ended December 31, 2017 from $115.6 million for the year ended December 31, 2016. This increase was primarily due to higher incentive compensation of approximately $4.7 million and salaries of approximately $3.2 million.
24
Operating Margin
Operating margin for the year ended December 31, 2017 was 40.9%, compared with 38.7% for the year ended December 31, 2016.
Non-operating Income
Non-operating income for the year ended December 31, 2017 was $5.7 million, compared with $7.9 million for the year ended December 31, 2016. The change was primarily due to lower net realized and unrealized gains on our seed investments of approximately $3.0 million and net losses associated with forward currency contracts used to hedge certain non-U.S. dollar investment advisory fees receivable of $973,000, partially offset by an increase in interest and dividend income from our seed investments and corporate cash of approximately $2.2 million. Non-operating income for the year ended December 31, 2017 included net income attributable to redeemable noncontrolling interest of $547,000, compared with net loss attributable to redeemable noncontrolling interest of $126,000 for the year ended December 31, 2016.
Income Taxes
On December 22, 2017, the Tax Cuts and Jobs Act (the Tax Act) was enacted. The Tax Act, among other things, imposed a one-time tax on deemed repatriated accumulated earnings and profits of our foreign subsidiaries, moved from the current system of worldwide taxation to a territorial system and reduced the statutory corporate tax rate to 21%. As a result of these changes, in the fourth quarter of 2017, the Company recorded a transition tax attributable to the shift in tax regimes and also remeasured its deferred and other tax balances using enacted tax rates that will be in effect when such items are expected to reverse.
Income tax expense was $67.9 million for the year ended December 31, 2017, compared with $50.6 million for the year ended December 31, 2016. The effective tax rate for the year ended December 31, 2017 was 42.5%, which differed from the U.S. federal statutory rate primarily due to tax charges of approximately $8.4 million related to a transition tax on the deemed repatriation of foreign earnings and profits and approximately $4.3 million related to the remeasurement of deferred and other tax balances, partially offset by the release of certain tax reserves and other tax-related items aggregating to approximately $4.6 million.
Tax charges in connection with the enactment of the Tax Act discussed above may change due to, among other things, additional guidance that may be issued by the U.S. Department of the Treasury with respect to the Tax Act and revisions to the Company’s assumptions as further information and interpretations become available.
2016 Compared with 2015
Revenue
Total revenue increased 6% to $349.9 million for the year ended December 31, 2016 from $328.7 million for the year ended December 31, 2015. This increase was primarily attributable to higher investment advisory and administration fees of $15.9 million, due to higher average assets under management in institutional accounts and open-end funds.
For the year ended December 31, 2016:
• | Total investment advisory fees from institutional accounts increased 9% to $93.2 million from $85.5 million for the year ended December 31, 2015. Total investment advisory fees compared with average assets under management in institutional accounts implied an annual effective fee rate of 33.2 bps and 33.0 bps for the years ended December 31, 2016 and 2015, respectively. |
• | Total investment advisory and administration fees from open-end funds increased 10% to $149.9 million from $136.9 million for the year ended December 31, 2015. Total investment advisory and administration fees compared with average assets under management in open-end funds implied an annual effective fee rate of 78.2 bps and 79.3 bps for the years ended December 31, 2016 and 2015, respectively. |
• | Total investment advisory and administration fees from closed-end funds decreased 6% to $76.6 million from $81.4 million for the year ended December 31, 2015. Total investment advisory and administration fees compared with average assets under management in closed-end funds implied an annual effective fee rate of 84.1 bps and 84.9 bps for the years ended December 31, 2016 and 2015 respectively. |
A majority of our revenue, approximately 91% and 92% for the years ended December 31, 2016 and 2015, respectively, was derived from investment advisory and administration fees for providing asset management services to institutional accounts as well as open-end funds and closed-end funds sponsored by the Company.
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Expenses
Total operating expenses increased 7% to $214.4 million for the year ended December 31, 2016 from $201.1 million for the year ended December 31, 2015, primarily due to increases of $7.9 million in employee compensation and benefits and $3.3 million in distribution and service fee expenses.
Employee compensation and benefits increased 7% to $115.6 million for the year ended December 31, 2016 from $107.7 million for the year ended December 31, 2015. This increase was primarily due to increases in incentive compensation of approximately $4.0 million, salaries of approximately $2.9 million, and higher production compensation of approximately $1.4 million, partially offset by lower amortization of restricted stock units of approximately $384,000.
Distribution and service fee expenses increased 9% to $39.6 million for the year ended December 31, 2016 from $36.3 million for the year ended December 31, 2015. The increase was primarily due to higher average assets under management in U.S. no-load open-end funds.
Operating Margin
Operating margin for the year ended December 31, 2016 was 38.7%, compared with 38.8% for the year ended December 31, 2015
Non-operating Income
Non-operating income for the year ended December 31, 2016 was $7.9 million, compared with a non-operating loss of $14.8 million for the year ended December 31, 2015, which included an unrealized non-operating loss of $8.2 million on a seed investment that, due to third-party shareholder redemptions, was reclassified from available-for-sale investments to equity method investments. In addition, non-operating loss for the year ended December 31, 2015 included a $2.8 million other-than-temporary impairment. Non-operating income for the year ended December 31, 2016 included net loss attributable to redeemable noncontrolling interest of $126,000, compared with $214,000 for the year ended December 31, 2015.
Income Taxes
Income tax expense was $50.6 million for the year ended December 31, 2016, compared with $48.4 million for the year ended December 31, 2015. The effective tax rate for the year ended December 31, 2016 was 35.3%, which differed from the U.S. federal statutory rate primarily due to the release of a valuation allowance associated with gains on the Company’s seed investments and other tax-related items. The effective tax rate for the year ended December 31, 2015 was 42.9%.
As Adjusted
The term “As Adjusted” is used to identify non-GAAP financial information in the discussion below. Please refer to the “Non-GAAP Reconciliation” on pages 28-29 for a reconciliation to the most directly comparable U.S. GAAP financial measures.
2017 Compared with 2016
Revenue
Revenue, as adjusted, increased 8% to $378.5 million for the year ended December 31, 2017 from $350.0 million for the year ended December 31, 2016. Revenue, as adjusted, excluded investment advisory and administration fees attributable to the consolidation of our seed investments.
Expenses
Total operating expenses, as adjusted, increased 5% to $223.8 million for the year ended December 31, 2017 from $212.3 million for the year ended December 31, 2016. Total operating expenses, as adjusted, excluded general and administrative expenses attributable to the consolidation of our seed investments, employee compensation and benefits related to the accelerated vesting of certain restricted stock units due to retirements, and refunds of foreign withholding taxes for prior years.
Operating Margin
Operating margin, as adjusted, for the year ended December 31, 2017 was 40.9% compared with 39.3% for the year ended December 31, 2016.
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Non-operating Income
Non-operating income, as adjusted, for both the years ended December 31, 2017 and 2016 was $1.2 million. Non-operating income, as adjusted, excluded amounts attributable to the consolidation of our seed investments and the results from our equity method and available-for-sale seed investments.
Income Taxes
Income tax expense, as adjusted, for the year ended December 31, 2017 was $58.8 million, compared with $52.8 million for the year ended December 31, 2016. The effective tax rate, as adjusted, for the year ended December 31, 2017 was 37.8%, compared with 38.0% for the year ended December 31, 2016. The effective tax rate, as adjusted, excluded amounts attributable to the Tax Act, the release of certain tax reserves, other tax-related items and the tax effects of other non-GAAP adjustments.
2016 Compared with 2015
Revenue
Revenue, as adjusted, increased 6% to $350.0 million for the year ended December 31, 2016 from $328.8 million for the year ended December 31, 2015. Revenue, as adjusted, excluded investment advisory and administration fees attributable to the consolidation of our seed investments.
Expenses
Total operating expenses, as adjusted, increased 6% to $212.3 million for the year ended December 31, 2016 from $201.1 million for the year ended December 31, 2015. Total operating expenses, as adjusted, excluded general and administrative expenses attributable to the consolidation of our seed investments and employee compensation and benefits related to the accelerated vesting of certain restricted stock units due to retirement.
Operating Margin
Operating margin, as adjusted, for the year ended December 31, 2016 was 39.3% compared with 38.8% for the year ended December 31, 2015.
Non-operating Income
Non-operating income, as adjusted, for the year ended December 31, 2016 was $1.2 million, compared with non-operating loss, as adjusted, of $772,000 for the year ended December 31, 2015. Non-operating income (loss), as adjusted, excluded amounts attributable to the consolidation of our seed investments and the results from our equity method and available-for-sale seed investments.
Income Taxes
Income tax expense, as adjusted, for the year ended December 31, 2016 was $52.8 million, compared with $48.2 million for the year ended December 31, 2015. The effective tax rate, as adjusted, for both the years ended December 31, 2016 and 2015 was 38%. The effective tax rate, as adjusted, excluded the tax effects of other non-GAAP adjustments and other tax-related items.
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Non-GAAP Reconciliations
Management believes that use of the following 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) | Year Ended December 31, | |||||||||||
2017 | 2016 | 2015 | ||||||||||
Net income attributable to common stockholders, U.S. GAAP | $ | 91,939 | $ | 92,936 | $ | 64,551 | ||||||
Accelerated vesting of restricted stock units (1) | 522 | 1,945 | — | |||||||||
Deconsolidation (2) | (2,350 | ) | (654 | ) | 2,136 | |||||||
Results from seed investments (3) | (1,124 | ) | (5,934 | ) | 11,833 | |||||||
General and administrative (4) | (1,018 | ) | — | — | ||||||||
Tax adjustments (5) | 9,068 | (2,184 | ) | 174 | ||||||||
Net income attributable to common stockholders, as adjusted | $ | 97,037 | $ | 86,109 | $ | 78,694 | ||||||
Diluted weighted average shares outstanding | 46,979 | 46,432 | 45,897 | |||||||||
Diluted earnings per share, U.S. GAAP | $ | 1.96 | $ | 2.00 | $ | 1.41 | ||||||
Accelerated vesting of restricted stock units (1) | 0.01 | 0.04 | — | |||||||||
Deconsolidation (2) | (0.05 | ) | (0.01 | ) | 0.05 | |||||||
Results from seed investments (3) | (0.02 | ) | (0.13 | ) | 0.25 | |||||||
General and administrative (4) | (0.02 | ) | — | — | ||||||||
Tax adjustments (5) | 0.19 | (0.05 | ) | — | * | |||||||
Diluted earnings per share, as adjusted | $ | 2.07 | $ | 1.85 | $ | 1.71 | ||||||
_________________________
* | Amounts round to less than $0.01 per share. |
(1) | Represents amounts related to the accelerated vesting of certain restricted stock units due to retirements. |
(2) | Represents amounts related to the deconsolidation of seed investments in Company-sponsored funds. |
(3) | Represents dividend income and realized gains (losses) on the Company’s seed investments classified as available-for-sale and the Company’s proportionate share of the results of operations of seed investments classified as equity method investments, including realized and unrealized gains (losses). |
(4) | Represents refund of foreign withholding taxes. |
(5) | Tax adjustments include the following: |
Transition tax | $ | 8,432 | $ | — | $ | — | |||||
Remeasurement of deferred and other tax balances | 4,300 | — | — | ||||||||
Tax reserves | (3,772 | ) | (675 | ) | (234 | ) | |||||
Other tax-related items | (780 | ) | (547 | ) | (26 | ) | |||||
Tax-effect of non-GAAP adjustments | 888 | (962 | ) | 434 | |||||||
Total tax adjustments | $ | 9,068 | $ | (2,184 | ) | $ | 174 | ||||
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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) | Year Ended December 31, | ||||||||||
2017 | 2016 | 2015 | |||||||||
Revenue, U.S. GAAP | $ | 378,194 | $ | 349,876 | $ | 328,655 | |||||
Deconsolidation (1) | 280 | 147 | 102 | ||||||||
Revenue, as adjusted | $ | 378,474 | $ | 350,023 | $ | 328,757 | |||||
Expenses, U.S. GAAP | $ | 223,448 | $ | 214,365 | $ | 201,106 | |||||
Deconsolidation (1) | (106 | ) | (106 | ) | (48 | ) | |||||
Accelerated vesting of restricted stock units (2) | (522 | ) | (1,945 | ) | — | ||||||
General and administrative (3) | 1,018 | — | — | ||||||||
Expenses, as adjusted | $ | 223,838 | $ | 212,314 | $ | 201,058 | |||||
Operating income, U.S. GAAP | $ | 154,746 | $ | 135,511 | $ | 127,549 | |||||
Deconsolidation (1) | 386 | 253 | 150 | ||||||||
Accelerated vesting of restricted stock units (2) | 522 | 1,945 | — | ||||||||
General and administrative (3) | (1,018 | ) | — | — | |||||||
Operating income, as adjusted | $ | 154,636 | $ | 137,709 | $ | 127,699 | |||||
Operating margin, U.S. GAAP | 40.9 | % | 38.7 | % | 38.8 | % | |||||
Operating margin, as adjusted | 40.9 | % | 39.3 | % | 38.8 | % | |||||
Reconciliation of U.S. GAAP Non-operating Income (Loss) to Non-operating Income (Loss), As Adjusted
(in thousands) | Year Ended December 31, | ||||||||||
2017 | 2016 | 2015 | |||||||||
Non-operating income (loss), U.S. GAAP | $ | 5,654 | $ | 7,892 | $ | (14,805 | ) | ||||
Deconsolidation (1) | (3,283 | ) | (781 | ) | 2,200 | ||||||
Results from seed investments (4) | (1,124 | ) | (5,934 | ) | 11,833 | ||||||
Non-operating income (loss), as adjusted | $ | 1,247 | $ | 1,177 | $ | (772 | ) | ||||
_________________________
(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 due to retirements. |
(3) | Represents refund of foreign withholding taxes. |
(4) | Represents dividend income and realized gains (losses) on the Company’s seed investments classified as available-for-sale and the Company’s proportionate share of the results of operations of seed investments classified as equity method investments, including realized and unrealized gains (losses). |
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 and is primarily comprised of cash and cash equivalents, seed investments and accounts receivable. Liquid assets are reduced by current liabilities (generally defined as obligations due within one year), which include accrued compensation, distribution and service fees payable, income taxes payable, and other liabilities and accrued expenses (together, net liquid assets). The Company does not currently have any debt outstanding.
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The table below summarizes net liquid assets for the periods presented (in thousands):
December 31, 2017 | December 31, 2016 | ||||||
Financial Condition Data: | |||||||
Cash and cash equivalents: | |||||||
Cash and cash equivalents held in the U.S. | $ | 109,075 | $ | 93,395 | |||
Cash and cash equivalents held outside the U.S. | 84,377 | 89,839 | |||||
Total cash and cash equivalents | 193,452 | 183,234 | |||||
Seed investments (1) | 63,416 | 53,079 | |||||
Accounts receivable | 53,854 | 46,288 | |||||
Current liabilities | (69,086 | ) | (60,832 | ) | |||
Net liquid assets | $ | 241,636 | $ | 221,769 | |||
_________________________
(1) | Excludes certain illiquid investments classified as level 3 and investments measured at NAV (or its equivalent) as a practical expedient in accordance with Accounting Standards Codification Topic 820, Fair Value Measurement, which we are contractually prohibited from redeeming. |
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.
Seed investments
Seed investments include available-for-sale investments, equity method investments and trading investments net of redeemable noncontrolling interests.
Accounts receivable
Accounts receivable primarily represents investment advisory and administration fees receivable. As of December 31, 2017, institutional accounts comprised 51% of total accounts receivable, while open-end and closed-end funds, together, comprised 40% 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 as of December 31, 2017, there were no past due items related to institutional accounts. Receivables associated with open-end and closed-end funds are generally collected on the first business day of the following month.
Current liabilities
Current liabilities are generally defined as obligations due within one year, which includes accrued compensation, distribution and service fees payable, 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.
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The table below summarizes cash flows for the periods presented (in thousands):
Year Ended December 31, | |||||||||||
2017 | 2016 | 2015 | |||||||||
Cash Flow Data: | |||||||||||
Net cash provided by (used in) operating activities | $ | 64,253 | $ | 114,958 | $ | 89,796 | |||||
Net cash provided by (used in) investing activities | 5,709 | 2,898 | 397 | ||||||||
Net cash provided by (used in) financing activities | (60,423 | ) | (74,542 | ) | (71,109 | ) | |||||
Net increase (decrease) in cash and cash equivalents | 9,539 | 43,314 | 19,084 | ||||||||
Effect of foreign exchange rate changes on cash and cash equivalents | 679 | (2,808 | ) | (1,294 | ) | ||||||
Cash and cash equivalents, beginning of the period | 183,234 | 142,728 | 124,938 | ||||||||
Cash and cash equivalents, end of the period | $ | 193,452 | $ | 183,234 | $ | 142,728 | |||||
We expect that cash flows provided by operating activities will continue to serve as our principal source of working capital in the near future.
In 2017, net cash provided by investing activities was comprised of proceeds from sales of available-for-sale investments of $25.8 million, including $15.1 million from the redemption of our seed investment in the Cohen & Steers Low Duration Preferred and Income Fund, Inc. (LPX), partially offset by purchases of available-for-sale investments of $16.9 million, including a seed investment of $10.0 million in a track record account for a new real assets multi-strategy portfolio and purchases of property and equipment of $3.2 million. Net cash used in financing activities was primarily for dividends paid to stockholders of $98.3 million, which included a special dividend of approximately $46.3 million paid on December 13, 2017 and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $9.1 million, partially offset by contributions from redeemable noncontrolling interest of $46.7 million.
In 2016, net cash provided by investing activities was comprised of proceeds from sales of available-for-sale investments of $20.8 million, including $13.2 million from the redemption of our seed investment in Cohen & Steers Real Assets Fund, Inc., partially offset by purchases of property and equipment of $10.2 million and purchases of available-for-sale investments of $8.1 million. Net cash used in financing activities was primarily for dividends paid to stockholders of $70.8 million, which included a special dividend of approximately $22.9 million paid on December 14, 2016, and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $8.0 million, partially offset by contributions from redeemable noncontrolling interest of $4.0 million.
In 2015, net cash provided by investing activities was comprised of proceeds from sales of available-for-sale investments of $7.3 million and proceeds from redemption of equity method investments of $1.2 million, partially offset by purchases of available-for-sale investments of $5.7 million and purchases of property and equipment of $2.4 million. Net cash used in financing activities was primarily for dividends paid to stockholders of $68.2 million, which included a special dividend of approximately $22.7 million paid on December 16, 2015, and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $19.2 million, partially offset by contributions from redeemable noncontrolling interest of $11.0 million and excess tax benefits associated with the vesting and delivery of restricted stock units of $4.8 million. For the year ended December 31, 2015, we made two new seed investments totaling $20.0 million, including $5.0 million in connection with the launch of the Cohen & Steers SICAV Global Listed Infrastructure Fund and $15.0 million in connection with the launch of LPX.
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). As of December 31, 2017, we exceeded our minimum regulatory capital requirements by approximately $3.3 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.
Cohen & Steers Asia Limited (CSAL) and Cohen & Steers UK Limited (CSUK) are regulated outside the U.S. by the Hong Kong Securities and Futures Commission and the United Kingdom Financial Conduct Authority, respectively. At
31
December 31, 2017, CSAL and CSUK exceeded their aggregate minimum regulatory capital requirements by approximately $58.6 million.
We believe that our 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 financial results and condition, contractual, legal and regulatory restrictions on the payment of dividends by us and our subsidiaries and such other factors deemed relevant.
On February 22, 2018, the Company declared a quarterly dividend on its common stock in the amount of $0.33 per share. This dividend will be payable on March 22, 2018 to stockholders of record at the close of business on March 8, 2018.
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). As of December 31, 2017, 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 and co-investments in which GRP-TE invests. The unfunded portion of this commitment was not recorded on our consolidated statements of financial condition as of December 31, 2017.
Contractual Obligations and Contingencies
The following table summarizes our contractual obligations by year of payment as of December 31, 2017 (in thousands):
2018 | 2019 | 2020 | 2021 | 2022 | 2023 and after | Total | |||||||||||||||||||||
Operating leases | $ | 13,897 | $ | 13,473 | $ | 11,966 | $ | 10,863 | $ | 10,863 | $ | 11,828 | $ | 72,890 | |||||||||||||
Other liability | — | 675 | 675 | 675 | 675 | 5,732 | 8,432 | ||||||||||||||||||||
Total | $ | 13,897 | $ | 14,148 | $ | 12,641 | $ | 11,538 | $ | 11,538 | $ | 17,560 | |||||||||||||||