COHEN & STEERS INC - 10-Q Quarterly Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO ________________

Commission File Number: 001-32236

COHEN & STEERS, INC.

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

14-1904657
(I.R.S. Employer
Identification No.)

757 Third Avenue
New York, NY
(Address of principal executive offices)

10017
(Zip Code)

(212) 832-3232

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.) Yes o No x

The number of shares of the Registrant’s common stock, par value $0.01 per share, outstanding as of May 13, 2005 was 35,388,736.

COHEN & STEERS, INC. AND SUBSIDIARIES

Form 10-Q

Index

		Page
Part I.	Financial Information

Item 1.	Financial Statements

	Condensed Consolidated Statements of Financial Condition as of March 31, 2005 (Unaudited) and December 31, 2004	2

	Condensed Consolidated Statements of Income (Unaudited) For The Three Months Ended March 31, 2005 and 2004	3

	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) For The Three Months Ended March 31, 2005	4

	Condensed Consolidated Statements of Cash Flows (Unaudited) For The Three Months Ended March 31, 2005 and 2004	5

	Notes to Condensed Consolidated Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

Item 4.	Controls and Procedures	26

Part II.	Other Information

Item 1.	Legal Proceedings	27

Item 5.	Other Information	27

Item 6.	Exhibits	28

Signature		29

Forward-Looking Statements

This report and other documents filed by us contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which reflect our current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative versions of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties.

Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, those described in the “Risk Factors” section of the company’s Annual Report on Form 10-K for the year ended December 31, 2004, which is accessible on the Securities and Exchange Commission’s website at http://www.sec.gov and on Cohen & Steers’ website at cohenandsteers.com. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

COHEN & STEERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands, except share data)

	March 31, 2005			December 31, 2004

	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	27,112		$	30,164
Marketable securities available-for-sale		84,845			69,935
Accounts receivable:
Company-sponsored mutual funds		8,555			8,498
Other		4,932			4,654
Due from company-sponsored mutual funds		320			386
Income tax refunds receivable		199			380
Prepaid expenses and other current assets		1,185			2,119

Total current assets		127,148			116,136

Property and equipment-net		2,841			2,638

Intangible asset-net		12,583			13,693

Other assets:
Deferred commissions-net		5,320			5,716
Investments, company-sponsored mutual funds		–			100
Equity investment		4,075			3,961
Deferred income tax asset		19,907			18,003
Deposits		1,596			43

Total other assets		30,898			27,823

Total assets	$	173,470		$	160,290

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accrued expenses and compensation	$	11,598		$	7,328
Dividends payable		3,990			3,983
Current portion of long-term debt		103			115
Current portion of obligations under capital leases		56			20
Deferred income tax liability		760			1,301
Income taxes payable		5,560			–
Other current liabilities		43			254

Total current liabilities		22,110			13,001

Long-term liabilities:
Long-term debt		1,536			1,558
Deferred rent less current maturities		222			66
Obligations under capital leases less current maturities		99			30

Total long-term liabilities		1,857			1,654

Stockholders’ equity:
Common stock, $0.01 par value; 500,000,000 shares authorized; 35,388,736 shares issued and outstanding at March 31, 2005 and December 31, 2004		354			354
Additional paid-in capital		179,120			178,594
Accumulated deficit		(18,482	)		(21,557	)
Unearned compensation		(12,497	)		(13,546	)
Accumulated other comprehensive income, net of tax		1,008			1,790