Cohen & Steers, Inc.: Form 10-Q for the period ended Sep 30, 2023

Set forth on the following pages is management's discussion and analysis of our financial condition and results of operations for the three and nine months ended September 30, 2023 and 2022. Such information should be read in conjunction with our condensed consolidated financial statements and the related notes included herein. The condensed consolidated financial statements of the Company are unaudited. When we use the terms "Cohen & Steers," the "Company," "we," "us," and "our," we mean Cohen & Steers, Inc., a Delaware corporation, and its consolidated subsidiaries.

Executive Overview

General

We are a global investment manager specializing in real assets and alternative income, including real estate, preferred securities, infrastructure, resource equities, commodities, as well as multi-strategy solutions. Founded in 1986, we are headquartered in New York City, with offices in London, Dublin, Hong Kong, Tokyo and Singapore.

Our primary investment strategies include U.S. real estate, preferred securities and low duration preferred securities, global/international real estate, global listed infrastructure, real assets multi-strategy, as well as global natural resource equities. Our strategies seek to achieve a variety of investment objectives for different risk profiles and are actively managed by specialist teams of investment professionals who employ fundamental-driven research and portfolio management processes. We offer our strategies through a variety of investment vehicles, including U.S. and non-U.S. registered funds and other commingled vehicles, separate accounts and subadvised portfolios.

Our distribution network encompasses two major channels, wealth and institutional. Our wealth channel includes registered investment advisers, wirehouses, independent and regional broker dealers and bank trusts. Our institutional channel includes sovereign wealth funds, corporate plans, insurance companies and public funds, including defined benefit and defined contribution plans, as well as other financial institutions that access our investment management services directly or through consultants and other intermediaries.

Our revenue from the wealth channel is primarily derived from investment advisory, administration, distribution and service fees from open-end and closed-end funds as well as other commingled vehicles. Our revenue from the institutional channel is derived from fees received from our clients for managing advised and subadvised accounts. Our fees are based on contractually specified rates applied to the value of the assets we manage and, in certain cases, may include a performance-based fee. Our revenue fluctuates with changes in the total value of our assets under management, which may occur as a result of market appreciation and depreciation, contributions or withdrawals from investor accounts and distributions. This revenue is recognized over the period that the assets are managed.

Assets Under Management

By Investment Vehicle

(in millions)

22

Assets Under Management - Institutional Accounts

By Account Type

(in millions)

23

Assets Under Management

By Investment Strategy

(in millions)

24

Assets Under Management

By Investment Strategy - continued

(in millions)

25

Investment Performance at September 30, 2023

(1) Past performance is no guarantee of future results. Outperformance is determined by comparing the annualized investment performance of each investment strategy to the performance of specified reference benchmarks. Investment performance in excess of the performance of the benchmark is considered outperformance. The investment performance calculation of each investment strategy is based on all active accounts and investment models pursuing similar investment objectives. For accounts, actual investment performance is measured gross of fees and net of withholding taxes. For investment models, for which actual investment performance does not exist, the investment performance of a composite of accounts pursuing comparable investment objectives is used as a proxy for actual investment performance. The performance of the specified reference benchmark for each account and investment model is measured net of withholding taxes, where applicable. This is not investment advice and may not be construed as sales or marketing material for any financial product or service sponsored or provided by Cohen & Steers.

(2) © 2023 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Morningstar calculates its ratings based on a risk-adjusted return measure that accounts for variation in a fund's monthly performance (including the effects of sales charges, loads, and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category receive five stars, the next 22.5% receive four stars, the next 35% receive three stars, the next 22.5% receive two stars and the bottom 10% receive one star. Past performance is no guarantee of future results. Based on independent rating by Morningstar, Inc. of investment performance of each Cohen & Steers-sponsored open-end U.S.-registered mutual fund for all share classes for the overall period at September 30, 2023. Overall Morningstar rating is a weighted average based on the 3-year, 5-year and 10-year Morningstar rating. Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages. This is not investment advice and may not be construed as sales or marketing material for any financial product or service sponsored or provided by Cohen & Steers.

Overview

Assets under management at September 30, 2023 decreased 5.1% to $75.2 billion from $79.2 billion at September 30, 2022. The decrease was due to net outflows of $2.1 billion and distributions of $3.3 billion, partially offset by market appreciation of $1.4 billion. Net outflows included $2.4 billion from preferred securities and $301 million from global listed infrastructure, partially offset by net inflows of $665 million into U.S. real estate. Market appreciation included $503 million from global/international real estate, $428 million from U.S. real estate and $244 million from preferred securities. Distributions included $2.1 billion from U.S. real estate and $780 million from preferred securities. Our organic decay rate for the twelve months ended September 30, 2023 was (2.7%). The organic growth/decay rate represents the ratio of net flows for the period to the beginning assets under management.

Open-end funds

Assets under management in open-end funds at September 30, 2023, which represented 44.8% of total assets under management, decreased 9.8% to $33.7 billion from $37.3 billion at September 30, 2022. The decrease was due to net outflows of $2.2 billion and distributions of $1.6 billion, partially offset by market appreciation of $306 million. Net outflows included $2.0 billion from preferred securities. Market appreciation included $101 million from preferred securities, $81 million from global/international real estate and $48 million from U.S. real estate. Distributions included $947 million from U.S. real estate and $554 million from preferred securities. Of these distributions, $1.3 billion was reinvested and included in net flows. Our organic decay rate for open-end funds for the twelve months ended September 30, 2023 was (5.9%).

Institutional accounts

Assets under management in institutional accounts at September 30, 2023, which represented 41.5% of total assets under management, increased 1.1% to $31.2 billion from $30.9 billion at September 30, 2022. The increase was due to net inflows of $102 million and market appreciation of $1.0 billion, partially offset by distributions of $943 million. Net inflows included $667 million into U.S. real estate, partially offset by net outflows of $333 from preferred securities and $226 million from global listed infrastructure. Market appreciation included $422 million from global/international real estate, $386 million from U.S. real estate and $98 million from preferred securities. Distributions included $917 million from U.S. real estate. Our organic growth rate for institutional accounts for the twelve months ended September 30, 2023 was 0.3%.

Assets under management in advisory accounts at September 30, 2023, which represented 57.4% of institutional assets under management, decreased 0.4% to $17.9 billion from $18.0 billion at September 30, 2022. The decrease was due to net outflows of $815 million, partially offset by market appreciation of $586 million. Net outflows included $327 million from preferred securities, $251 million from global listed infrastructure and $211 million from U.S. real estate. Market appreciation included $240 million from global/international real estate, $146 million from U.S. real estate and $94 million from preferred securities. Our organic decay rate for advisory accounts for the twelve months ended September 30, 2023 was (4.5%).

Assets under management in Japan subadvisory accounts at September 30, 2023, which represented 25.9% of institutional assets under management, increased 2.2% to $8.1 billion from $7.9 billion at September 30, 2022. The increase was primarily due to net inflows of $799 million and market appreciation of $318 million, partially offset by distributions of $943 million. Net inflows included $837 million into U.S. real estate. Market appreciation included $238 million from U.S. real estate and $73 million from global/international real estate. Distributions included $917 million from U.S. real estate. Our organic growth rate for Japan subadvisory accounts for the twelve months ended September 30, 2023 was 10.1%.

Assets under management in subadvisory accounts excluding Japan at September 30, 2023, which represented 16.7% of institutional assets under management, increased 4.9% to $5.2 billion from $5.0 billion at September 30, 2022. The increase was primarily due to net inflows of $118 million and market appreciation of $126 million. Net inflows included $116 million into real assets multi-strategy (included in "Other" in the Assets under Management - By Investment Strategy table). Market appreciation included $109 million from global/international real estate. Our organic growth rate for subadvisory accounts excluding Japan for the twelve months ended September 30, 2023 was 2.4%.

Closed-end funds

Assets under management in closed-end funds at September 30, 2023, which represented 13.7% of total assets under management, decreased 6.5% to $10.3 billion from $11.0 billion at September 30, 2022. The decrease was due to net outflows of $62 million and distributions of $705 million, partially offset by market appreciation of $53 million. Our organic decay rate for closed-end funds for the twelve months ended September 30, 2023 was (0.6%).

Summary of Operating Results

(in thousands, except percentages and per share data)

(1) Included amounts attributable to third-party interests in consolidated investment vehicles. Refer to non-operating income (loss) tables on pages 29-32 for additional detail.

(2) Refer to pages 33-35 for reconciliations of U.S. GAAP to as adjusted results.

Three Months Ended September 30, 2023 Compared with Three Months Ended September 30, 2022

Revenue

(in thousands)

Investment advisory and administration fees decreased from the three months ended September 30, 2022, primarily due to lower average assets under management across all three types of investment vehicles, partially offset by the recognition of performance fees from certain institutional accounts of $1.2 million for the three months ended September 30, 2023.

Total investment advisory and administration revenue from open-end funds compared with average assets under management implied an annualized effective fee rate of 66.6 bps and 67.0 bps for the three months ended September 30, 2023 and 2022, respectively.

Total investment advisory revenue from institutional accounts compared with average assets under management implied an annualized effective fee rate of 37.9 bps and 36.4 bps for the three months ended September 30, 2023 and 2022, respectively. The increase in the implied annualized effective fee rate was primarily due to the recognition of performance fees from certain institutional accounts of $1.2 million for the three months ended September 30, 2023. Excluding the performance fees, the implied annualized effective fee rate would have been 36.5 bps for the three months ended September 30, 2023.

Total investment advisory and administration revenue from closed-end funds compared with average assets under management implied an annualized effective fee rate of 88.8 and 88.9 bps for the three months ended September 30, 2023 and 2022, respectively.

Distribution and service fees decreased from the three months ended September 30, 2022, primarily due to lower average assets under management in U.S. open-end funds.

Expenses

(in thousands)

Employee compensation and benefits increased from the three months ended September 30, 2022, primarily due to higher salaries of $1.5 million and an increase in incentive compensation of $751,000, partially offset by a decrease in amortization of restricted stock units of $1.4 million.

Distribution and service fees decreased from the three months ended September 30, 2022, primarily due to lower average assets under management in U.S. open-end funds.

General and administrative expenses increased from the three months ended September 30, 2022, primarily due to incremental lease costs of $2.8 million related to the Company's future headquarters at 1166 Avenue of the Americas, partially offset by lower than projected costs related to the Company’s newly implemented trading and order management system of $1.4 million.

Operating Margin

Operating margin for the three months ended September 30, 2023 decreased to 33.0% from 40.9% for the three months ended September 30, 2022. Operating margin represents the ratio of operating income to revenue.

Non-operating Income (Loss)

(in thousands)

(1) Comprised primarily of gain (loss) on derivative contracts, which are utilized to economically hedge a portion of the market risk of the Company's seed investments included in both Consolidated Investment Vehicles and Corporate Seed Investments.

(2) Comprised primarily of net foreign currency exchange gain (loss) associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.

(in thousands)

(1) Comprised primarily of gain (loss) on derivative contracts, which are utilized to economically hedge a portion of the market risk of the Company's seed investments included in both Consolidated Investment Vehicles and Corporate Seed Investments.

(2) Comprised primarily of net foreign currency exchange gain (loss) associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.

Income Taxes

A reconciliation of the Company’s statutory federal income tax rate and the effective income tax rate is summarized in the following table:

Nine Months Ended September 30, 2023 Compared with Nine Months Ended September 30, 2022

Revenue

(in thousands)

Investment advisory and administration fees decreased from the nine months ended September 30, 2022, primarily due to lower average assets under management across all three types of investment vehicles, partially offset by the recognition of performance fees from certain institutional accounts of $1.2 million for the nine months ended September 30, 2023.

Total investment advisory and administration revenue from open-end funds compared with average assets under management implied an annualized effective fee rate of 66.2 bps and 67.2 bps for the nine months ended September 30, 2023 and 2022, respectively. The decrease in the implied annualized effective fee rate was primarily due to a shift in the composition of assets under management.

Total investment advisory revenue from institutional accounts compared with average assets under management implied an annualized effective fee rate of 37.4 bps and 36.6 bps for the nine months ended September 30, 2023 and 2022, respectively. The increase in the implied annualized effective fee rate was primarily due to the recognition of performance fees from certain institutional accounts of $1.2 million for the nine months ended September 30, 2023. Excluding the performance fees, the implied annualized effective fee rate would have been 36.9 bps for the nine months ended September 30, 2023.

Total investment advisory and administration revenue from closed-end funds compared with average assets under management implied an annualized effective fee rate of 88.8 bps and 88.6 bps for the nine months ended September 30, 2023 and 2022, respectively.

Distribution and service fees decreased from the nine months ended September 30, 2022, primarily due to lower average assets under management in U.S. open-end funds.

Expenses

(in thousands)

Employee compensation and benefits decreased from the nine months ended September 30, 2022, primarily due to lower incentive compensation of $12.5 million and a decrease in amortization of restricted stock units of $3.8 million, partially offset by higher salaries of $5.4 million and an increase in benefits of $1.8 million.

Distribution and service fees decreased from the nine months ended September 30, 2022, primarily due to lower average assets under management in U.S. open-end funds and costs of $14.2 million associated with the initial public offering of the Cohen & Steers Real Estate Opportunities and Income Fund (RLTY) included in the nine months ended September 30, 2022.

General and administrative expenses increased from the nine months ended September 30, 2022, primarily due to incremental lease costs of $8.8 million related to the Company's future headquarters at 1166 Avenue of the Americas.

Operating Margin

Operating margin for the nine months ended September 30, 2023 decreased to 34.2% from 38.3% for the nine months ended September 30, 2022.

Non-operating Income (Loss)

(in thousands)

(1) Comprised primarily of gain (loss) on derivative contracts, which are utilized to economically hedge a portion of the market risk of the Company's seed investments included in both Consolidated Investment Vehicles and Corporate Seed Investments.

(2) Comprised primarily of net foreign currency exchange gain (loss) associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.

(in thousands)

(1) Comprised primarily of gain (loss) on derivative contracts, which are utilized to economically hedge a portion of the market risk of the Company's seed investments included in both Consolidated Investment Vehicles and Corporate Seed Investments.

(2) Comprised primarily of net foreign currency exchange gain (loss) associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.

Income Taxes

A reconciliation of the Company’s statutory federal income tax rate and the effective income tax rate is summarized in the following table:

32

Reconciliations of U.S. GAAP to As Adjusted Financial Results

Management believes that use of the following as adjusted (non-GAAP) financial results provides greater transparency into the Company’s operating performance. In addition, these as adjusted financial results are used to prepare the Company's internal management reports which are used in evaluating its business.

While management believes that these as adjusted financial results are useful in evaluating operating performance, this information should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with U.S. GAAP.

Effective January 1, 2023, the Company revised its methodology for as adjusted results to include interest and dividends from seed investments. Prior period amounts have not been recast to conform with the current period results as the impact was not significant.

Reconciliation of U.S. GAAP to As Adjusted Financial Results

Net Income Attributable to Common Stockholders and Diluted Earnings per Share

(in thousands, except per share data)

(1) Represents adjustment to remove the impact of consolidated investment vehicles and other seed investments from the Company's financial results. In accordance with the Company’s revised methodology, interest and dividends from seed investments were not included in the adjustment for the three and nine months ended September 30, 2023.

(2) Represents adjustment to remove the impact of lease and other expenses related to the Company's current headquarters, which it expects to vacate when the lease expires in January 2024. From a GAAP perspective, the Company is recognizing lease expense on both its current and future headquarters as a result of overlapping terms during the build-out phase of the new space.

(3) Represents costs associated with the initial public offering of RLTY. Costs are summarized in the following table:

(in thousands)

(4) Represents net foreign currency exchange (gains) losses associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.

(5) Tax adjustments are summarized in the following table:

(in thousands)

34

Reconciliation of U.S. GAAP to As Adjusted Financial Results

Revenue, Expenses, Operating Income and Operating Margin

(in thousands, except percentages)

(1) Represents adjustment to remove the impact of consolidated investment vehicles from the Company's financial results.

(2) Represents adjustment to remove the impact of lease and other expenses related to the Company's current headquarters, which it expects to vacate when the lease expires in January 2024. From a GAAP perspective, the Company is recognizing lease expense on both its current and future headquarters as a result of overlapping terms during the build-out phase of the new space.

(3) Represents costs associated with the initial public offering of RLTY. Costs are summarized in the following table:

(in thousands)

Reconciliation of U.S. GAAP to As Adjusted Financial Results

Non-operating Income (Loss)

(in thousands)

(1) Represents adjustment to remove the impact of consolidated investment vehicles and other seed investments from the Company's financial results. In accordance with the Company’s revised methodology, interest and dividends from seed investments were not included in the adjustment for the three and nine months ended September 30, 2023.

(2) Represents net foreign currency exchange (gains) losses associated with U.S. dollar-denominated assets held by certain foreign subsidiaries.

Changes in Financial Condition, Liquidity and Capital Resources

We seek to maintain a balance sheet that supports our business strategies and provides the appropriate amount of liquidity at all times.

Net Liquid Assets

Our current financial condition is highly liquid and is primarily comprised of cash and cash equivalents, U.S. Treasury securities, liquid seed investments and other current assets. Liquid assets are reduced by current liabilities (together, net liquid assets).

The table below summarizes net liquid assets:

(in thousands)

Cash and cash equivalents

Cash and cash equivalents are on deposit with several major national financial institutions and include short-term, highly liquid investments, which are readily convertible into cash.

U.S. Treasury securities

U.S. Treasury securities are directly issued by the U.S. government and were classified as trading investments.

Liquid seed investments—net

Liquid seed investments are generally traded in active markets on major exchanges and can typically be liquidated within a normal settlement cycle. Liquid seed investments include corporate securities held directly for the purpose of establishing performance track records and the Company's economic interest in consolidated investment vehicles which are presented net of noncontrolling interests.

Other current assets

Other current assets primarily represent investment advisory and administration fees receivable. At September 30, 2023, receivables from institutional accounts comprised 49.9% of other current assets, while receivables from open-end and closed-end funds, together, comprised 40.7% of other current assets. We perform a review of our receivables on an ongoing basis in order to assess collectability and, based on our analysis at September 30, 2023, there was no allowance for uncollectible accounts required.

Current liabilities

Current liabilities included accrued compensation and benefits, distribution and service fees payable, operating lease obligations due within 12 months, certain income taxes payable and other liabilities and accrued expenses.

Future liquidity needs

Our business has become more capital intensive. Potential uses of capital range from funding the upfront costs associated with closed-end fund launches and rights offerings, seeding new strategies and vehicles, co-investing in private real estate vehicles, and making various one-time investments to grow our firm infrastructure as our business scales. In order to provide us with the financial flexibility to pursue these opportunities, on January 20, 2023, we entered into a Credit Agreement providing for a $100.0 million senior unsecured revolving credit facility maturing on January 20, 2026. Borrowings under the Credit Agreement will be used for working capital and other general corporate purposes. To date, we have not drawn on the Credit Agreement.

In connection with the build-out of our future headquarters located at 1166 Avenue of the Americas, we expect to make additional payments of $14.0 million to $18.0 million, through the first quarter of 2024. The lease for our current headquarters, also in New York City, is scheduled to expire in January 2024.

We have committed to invest up to $50.0 million in Cohen & Steers Real Estate Opportunities Fund, L.P. (REOF) of which $25.9 million remains unfunded. In addition, we have committed to invest up to $125.0 million in Cohen & Steers Income Opportunities REIT, Inc. (CNSREIT) of which $124.8 million remains unfunded. The timing for funding the remaining portion of our commitments is determined by the investment vehicles.

Cash flows

Our cash flows generally result from the operating activities of our business, with investment advisory and administration fees being the most significant contributor.

The table below summarizes our cash flows:

(in thousands)

Cash and cash equivalents decreased by $113.8 million, excluding the effect of foreign exchange rate changes, for the nine months ended September 30, 2023. Cash flows from operating activities primarily consisted of net income adjusted for certain non-cash items and changes in assets and liabilities. Net cash provided by operating activities was $113.4 million for the nine months ended September 30, 2023. Net cash used in investing activities was $128.0 million, which included net purchases of U.S. Treasury securities held for corporate purposes of $80.0 million and purchases of property and equipment of $46.1 million, primarily related to the build-out of our future headquarters. Net cash used in financing activities was $99.2 million, including dividends paid to stockholders of $84.4 million and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $20.7 million.

Cash and cash equivalents decreased by $12.1 million, excluding the effect of foreign exchange rate changes, for the nine months ended September 30, 2022. Cash flows from operating activities primarily consisted of net income adjusted for certain non-cash items and changes in assets and liabilities. Net cash provided by operating activities was $3.6 million for the nine months ended September 30, 2022, which included net investment purchases within certain consolidated investment vehicles. Net cash used in investing activities was $44.9 million, which included net purchases of U.S. Treasury securities held for corporate purposes and securities held directly for the purpose of establishing performance track records of $42.0 million. Net cash provided by financing activities was $29.1 million, including net contributions from noncontrolling interests of $134.6 million, partially offset by dividends paid to stockholders of $80.5 million and repurchases of common stock to satisfy employee withholding tax obligations on the vesting and delivery of restricted stock units of $25.9 million.

Contractual Obligations, Commitments and Contingencies

The following table summarizes our contractual obligations at September 30, 2023:

(in thousands)

(1) Represents contracts that are either noncancellable or cancellable with a penalty. Our obligations primarily reflect information technology equipment, software licenses and standard service contracts for market data.

(2) Consists of the transition tax liability based on the cumulative undistributed earnings and profits of our foreign subsidiaries in connection with the enactment of the Tax Cuts and Jobs Act in 2017.

Dividends

Subject to the approval of our Board of Directors, we anticipate paying dividends. When determining whether to pay a dividend, we take into account general economic and business conditions, our strategic plans, our results of operations and financial condition, contractual, legal and regulatory restrictions on the payment of dividends, if any, by us and our subsidiaries and such other factors deemed relevant.

On November 2, 2023, we declared a quarterly dividend on our common stock in the amount of $0.57 per share. This dividend will be payable on November 28, 2023 to stockholders of record at the close of business on November 13, 2023.

Critical Accounting Estimates

A complete discussion of our critical accounting estimates is included in Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2022. There were no changes to the Company’s accounting estimates for the three months ended September 30, 2023.

Recently Issued Accounting Pronouncements

See discussion of Recently Issued Accounting Pronouncements in Note 2 of the condensed consolidated financial statements.

In the normal course of our business, we are exposed to risk as a result of changes in interest and currency rates,

securities markets and other general economic conditions which may have an adverse impact on the value of our assets under management and our seed investments. The majority of our revenue is derived from investment advisory and administration fees which are based on average assets under management. Accordingly, where there are changes in the value of the assets we manage as a result of market fluctuations, our revenue and the value of our seed investments may change.

The economic environment may also preclude us from increasing the assets we manage in closed-end funds. The

market conditions for these offerings may not be as favorable in the future, which could adversely impact our ability to grow

the assets we manage. Depending on market conditions, the closed-end funds we manage may increase or decrease their leverage in order to maintain the funds’ target leverage ratios, thereby increasing or decreasing the assets we manage.

Corporate Seed investments—net

Our seed investments are comprised of both liquid and illiquid holdings. Liquid seed investments are generally traded in active markets on major exchanges and can typically be liquidated within a normal settlement cycle. Illiquid seed investments are generally comprised of limited partnership interests in private real estate vehicles for which there may be contractual restrictions on redemption.

Our seed investments are subject to market risk. We may mitigate this risk by entering into derivative contracts designed to hedge certain portions of our risk. The following table summarizes the effect of a ten percent increase or decrease on the carrying value of our seed investments, which are presented net of noncontrolling interests, if any, as of September 30, 2023 (in thousands):

Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the three months ended September 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Disclosure Controls and Procedures

Under the direction of our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective.

For a discussion of the potential risks and uncertainties associated with our business, please see Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022 (the Form 10-K). There have been no material changes to the risk factors disclosed in Part 1, Item 1A of the Form 10-K.