AllianceBernstein Holding LP Q1 2009 Earnings Call Transcript

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 |  About: AllianceBernstein Holding L.P. (AB)
by: SA Transcripts

Operator

Thank you for standing by and welcome to the AllianceBernstein first quarter 2009 earnings review. At this time, all participants are in a listen only mode. After the formal remark, there will be a question-and-answer session and I will give you instructions on how to ask questions at that time. As a reminder, this conference is being recorded and will be replayed for one week.

I would now like to turn the conference over to the host for this call, the Director of Investor Relations for AllianceBernstein, Mr. Philip Talamo. Please go ahead sir.

Philip Talamo

Thank you, Julie Ann. Good afternoon everyone. Welcome to our first quarter 2009 earnings review. As a reminder, this conference call is being webcast and is supported by a slide presentation that can be found in the Investor Relations section of our website at www.alliancebernstein.com/inverstorrelations.

Presenting our results today is our President and Chief Operating Officer, Gerry Lieberman and our CFO, Bob Joseph. Following Bob’s remarks, our Chairman and CEO, Peter Kraus will provide some additional commentary. I would like to take this opportunity to note that some of the information we present today is forward-looking in nature and is subject to certain SEC rules and regulations regarding disclosure. Our disclosure regarding forward-looking statements can be found on page two of our presentation, as well as in the Risk Factor Section of our 2008 10-K.

In light of the SEC's Regulation FD, management is limited to responding to inquiries from investors and analysts in a nonpublic forum. Therefore, we encourage you to ask all questions of a material nature on this call. And now I will turn the call to Gerry.

Gerry Lieberman

Thank you, Phil, and good afternoon to everyone on the call. I am going address the business highlights of the quarter and then our CFO, Bob Joseph, will take you to our financial results. Peter will then conclude with our formal remarks prior to opening the call for your questions.

When 2009 begun it did so with tight credit, declines in economic growth, high market volatility, the severe contraction in global trade all feeding investors anxiety. It did so during the most severe economic slowdown since the great depression. So, despite a sharp reality in March when virtually all geographies in the equity markets were up, global equity markets generally encode further losses in the first quarter.

Turning to the slides three and four, you will note that in the United States value stocks were particularly hard hit with the Russell 1000 value falling 16.8% versus a Russell 1000 gross 4.1% decline. In the non-US markets, the MSCI World and EAFE Indices both the same double digit losses of 11.9% and 13.9% respectively. Only the MSCI Emerging Market Index entered the quarter in positive territory and it was up just 90 basis points, not a great start to the New Year following equity market collapses in 2008.

However, hopefully, the reality over the past six weeks or so is more than indicator of the future than this week’s market performance. After all, trillions of dollars of government stimulus packages worldwide were announced. Greater details have been disclosed regarding Washington’s programs to assess bank’s capital adequacy and to encourage lending, and yes, there were actually some positive news on the economic front in the housing, consumer and manufacturing sectors and even some tentative signs of a more expedites flow of credit surface.

In addition, our own AllianceBernstein research teams start to detect appreciably lower risk aversion metrics from their peak of last year and the actual segway to our next topic relative performance. Relative performance among our suite of investment service was solid for the first quarter of 2009 with many of our institutional services outperforming their emergemarks, their benchmarks in appreciably so. Relative outperformance was particularly strong in our growth equities and to a lesser yet still meaningful extent in our fixed income and value services, many of which outperformed by several hundred basis points.

Note that this first quarter trend in outperformance is continuation of trends that we begin to see in the last six weeks of 2008, while we clearly need more time to continue positive relative performance to offset disappointingly poor relative results for calendar 2008. We are encouraged that our fundamental bottoms-up stock selection, added value from most of our clients in the quarter.

At this moment, the capital markets are far from stable. We expect unusually high volatility to continue this economic and market conditions remained extremely challenging. But we see preliminary hints that investors may be starting to take a more rational and differentiate approach even though they remain risk adverse as compared to comer periods. Today, our portfolio was remained position to both weather a continued economic downturn and benefit for recovery and risks appetite and we believe that our research is identifying resilient companies even in a weak economy.

Turning to our assets under management workforce on display six and seven, let us review changes in AUM by channel, an investment service for the quarter. On display six, you can see that we ended the first quarter of 2009 with approximately $411 billion in assets under management, down $51 billion or 11% in the end of 2008. Net outflows, we recorded decrease to about $20 billion versus $23 billion in the fourth quarter of 2008.

Almost two thirds of the first quarter’s outflows occurred in our institutional channel is retail net outflows slowed considerably versus the fourth quarter of 2008. But the loss of $231 billion of AUM in market depreciation and $43 billion in net outflows in the last nine months of 2008 coupled with the first quarter’s net asset declines from both market depreciation and net outflows has had its obvious affects on reducing our fee revenue generation.

Also as we mentioned last quarter, our AUM mix continues to be more skewed toward fixed income were compared to historical periods. Just one year ago, fixed income was only 28% of AUM. But as you can see on display seven, it can now comprises 42% of our total AUM, is our equity AUM dropped 55% while our fixed income AUM is downed 15%.

This change in asset mix has had unfavorable impact on our overall fee realization rate as fixed income services generally have lower fees than equity services. In fact, our fee realization rate at the end of the first quarter of 2009 was 41.5 basis points versus 44 basis points and 43 basis points in the first quarters of 2008 and 2007 respectively.

Moving on to our buy side distribution channel detail, I will start with institutional investments of display eight where AUM declined by 12% in the quarter, the $258 billion. While market depreciation was the primary driver of this decline, net outflows of $13 billion were significant in slightly higher than Q4 ’08.

Gross sales remain tepid as RFP activity has yet revived although we did see a slight uptick as markets improve in March. However, we continue to see relatively newer clients terminate mandates, clients that have not seen us through a full performance cycle it was early experiences with us were not positive.

Our pipeline of one but unfunded institutional mandates fell to $4 billion from $8 billion at the end of last year. This reflects lower RFP activity in challenge ’08 performance. During the second quarter, we are focused on opportunities to raise funds from our institutional clients to participate in one or more of the US Governments Asset Back Security and Loan programs. On that score, we are seeing institutional client interests in the TALF program.

In addition, we expect to submit an RFP to treasurer to participate in PPIP, which of course is not related to treasury’s announcement less than an hour ago appointing us as one of the three asset managers for the TARP Capital purchase program.

On display nine, you can see that our retail channel assets decreased by 11% for the quarter, principally caused by market depreciation as net outflows slowed to $3.5 billion versus $9 billion in the prior quarter. The improvement in flows can be attributed about increased sales and decelerating redemptions. Increased sales were primarily in Asia through our higher added value fixed income services and to a lesser degree in the United States.

Turn to display ten, you will see our private client channel, AUM fell by 10% during the quarter. Net outflows flowed moderately to $3.3 billion. The sales of newer accounts were flat versus the fourth quarter of 2008. Net outflows included roughly $700 million net impact from $900 million in hedge fund redemptions. Also, which I have mentioned our last quarter’s call is a portion of these private client assets remained with the firm in other investment services.

Market depreciation was 5% a beginning period AUM, a reflection of the ecstasy of our asset allocation approach. While we continue to meet with new client prospects, we may see a little movement in actively managed assets during these uncertain times.

Financial advisor headcount fell 5% to 285 from 299 advisors. However, we are hiring a new class of advisors who will commence to a training program in June of this year, which will recoup this reduction in advisors.

Display eleven shows that during the first quarter of 2009, the total AUM associated with our suite of alternative investment services fell by 24% sequentially. Almost 90% of this decline was caused by net outflows, including $900 million in private client hedge fund redemptions that I just mentioned.

In addition, we wound up our initial all asset deep value fund resulting the realization of $12 million in performance fees, but a decrease of roughly $400 million AUM. We are in the process of launching a successor fund, while performance for our suite of alternative services as a whole was slightly negative for the quarter some services did have positive returns.

Turning to institutional research services on display 12, revenue fell 12% versus the prior year quarter with a single digit decline in the US, the double digit decline in Europe. Revenue comparisons were hurt by lower global volume and a lower base in Europe due to market depreciation and foreign exchange. However, we believe we continue to gain share and show our strength among our only client as well as our low touch electronic training platform, which grew versus the prior year quarter particularly among hedge funds.

We believe that we have an unprecedented opportunity capture market share in the current environment and we will therefore continue to invest a strategic upgrade in extension of our products and capabilities. For example, during the quarter, six new sector analysts initiate the coverage which should help future share gains. Also during the quarter, we achieved best ever results in the European institutional investor survey and six new sector analysts initiating coverage.

Lastly, before I turn the call over to Bob Joseph, I will take a few minutes to discuss our expense reduction initials. Over the past 15 months, our AUM decreased by $389 billion or 49% to the $800 billion figure at December 31, 2007. The impact of the sudden and dramatic drop at AUM in a resulting decrease at our annual fee base of approximately $1.8 billion from $3.5 billion to $1.7 billion as let us to take on an expense and spending reduction initiatives unlike anything in the history of over 40 years.

During this challenging time, we work hard to take into consideration the interest of all constituencies, our clients, our unit holders, our staff, our vendors, and the consulting community as we ultimately cut both operating and capital spending. We have eliminated or deferred approximately $150 million of planned capital expenditures since the beginning of 2008. Spending on all variable cost items including print, mail, travel and entertainment, recruitment, seminars, communications, temporary help and IT consulting have all been cut. We have also taken small but real measures to reduce our footprint in Asia and Europe, and finally, we reduced both our actual incentive compensation in 2008 and our actual accrual for 2009 as well as reduced the number of staff.

While taking measures to reduce our headcount, we work hard to retain our intellectual capital especially when it comes to our investment professionals, which includes analysts, portfolio managers, chief investment officers, and directors of research and trainers. We have also taken into consideration the importance of client service, compliance governance, our fiduciary responsibilities and yes protecting our infrastructure.

With that said over the past 6 plus months, nearly 1,000 staff members or 70% of our staff as of September 30, 2008 have left our firm or received notice to do so. The severance costs for our reduction in force totaled $40 million in the fourth quarter of 2008 and $21 million in the first quarter of 2009.

In taking these severance measures, we reduced our fixed compensation costs that is salaries and related franchise are approximately $70 million on an unrealized basis mostly affected January 1, 2009 and additional $27 million annually mostly affect of April 1, 2009.

These reductions have also reduced the demand on our long term incentive compensation program. Most of which will reduce expenses over the next four years some of which will help fund the compensation needs in 2009. Obviously, with nearly 1,000 fewer staff members some additional variable costs will naturally decrease such as market data services communications and the like. However, other costs, especially fixed occupancy are harder to reduce in these times of excess capacity around the world.

In summary, while reducing our expenses AllianceBernstein remains focus on delivering investment performance and trust to our clients while recognizing our responsibilities to our unit holders and staff alike. We are confident with our lower expense base in support future growth and substantial future growth of clients’ assets under management, providing strong positive operating in financial leverage.

And now, I will turn the call over to Bob.

Robert Joseph

Thanks Gerry. As we noted in today’s press release, we begin 2009 with client assets under management 42% lower at the beginning of 2008. Net revenues in turn declined sharply on the first quarter of 2008 to the current quarter and this decline was only partially offset by expense reductions. As a result, net income for the operating partnership fell 85% and our operating margin declined to 6.5% from 26.5% a year ago.

Now, let us look at some of the details. On slide 14, we showed details of our consolidated revenues for Q1 2009 in the same quarter in 2008. As you can see, advisory fees declined by $372 million or nearly 46% due to the sharp declined in client assets under management, a little more on that detail on that later.

Distribution revenues based on average mutual fund assets under management declined by approximately 47%. This decline is largely offset in the expense side of our P&L by declines and distribution client payments in the amortization of deferred sales commissions.

As result of lower fund sales in particular B shares, the net result of distribution of revenue less distribution payments in that [DFC] amortization is basically zero for the current quarter and to show in the balance sheet, which is in slide 36 on our appendix, our DFC asset has now declined by another $12 million to a balance of $102 million at the end of the first quarter of 2009.

Gerry commented on the 11% decrease in sales side revenues driven by lower price realization and partially offset by higher trading volume. However, should note the trading volume has that the decline from fourth quarter of 2008 into the first quarter of 2009 and a trend in lower price realization has continued.

Dividend interest income declined by $23 million due to sharply falling interest rates, this decline was somewhat offset by an $11 million decrease in related interest expense also caused by lower interest rates.

Investment losses decreased by $23 million or 36%. Losses on our mutual fund investments related to deferred compensation awards fell by $30 million from the first quarter of 2008 to $28 million to the current quarter, more on this subject a little later. This decrease was partially offset by $9 million negative swing in the value of T-Bill investments from a gain of $6 million in the prior year quarter to a loss of $3 million in a current quarter.

Slide 15 provides some additional details about our advisory fee revenues. Here you can see that both ending in average assets under management declined 44% from the first quarter of 2008 to the first quarter of 2009. Base fee revenues declined by $376 million or 47% reflect in the decline in assets under management as we as the mix ship that Gerry mentioned earlier with a higher proportion of client AUM now represented by lower fee fixed income services.

We are in the $12 million performance fee during the current quarter from the closure of the all-asset fee value fund as compared to $8 million and performance fees are in the first quarter of 2008 from long only accounts in that quarter. On the bottom of the slide, you can see that advisory fees declined in each distribution channel largely and proportion to the net decrease and in the AUM in each channel from the prior year period.

Before we move to expenses and provide some context to our discussion of compensation expense, I would like to point out on slide 16 that our headcount is expected to decline to 4,713 by the end of the second quarter of 2009. This will result from approximately 75 terminations identified in the first quarter as announced in our March 31st press release partially offset by new hires including the new financial advisor training class that Gerry note. At that level, headcount will be downed approximately 17% from our peak in the third quarter of 2008 and will be at the lowest level since the second quarter of 2006.

On slide 17 which are details of our operating expenses including the 26% decline year-over-year. As you can see here, our expense initiatives many which Gerry noted earlier are beginning to gain some traction. Employee comp and benefits declined by $120 million or 28% due to lower incentive compensation, commission and salary expense offset partially by $21 million severance charge noted earlier. I will provide more granularity on this line item on the next couple of slides.

Moving on to promotion and servicing expenses which declined by 39%, largely a function of the reductions in distribution payments and deferred sales commission amortization noted previously. There are also favorable variances in travel and entertainment, printing, transfer fees and distribution services the latter to driven by lower assets under management.

The year-over-year decline in general and administrative expenses was more modest at $8 million or approximately 5%. The decline was largely due to employee related legal expenses incurred in a first quarter of 2008. Other expense decline in this category included professional fees and technology consulting expenses. These favorable variances were partially offset by increased rent for our new Tokyo office increases in the volume related data processing costs in an unfavorable foreign exchange variance resulting from a loss in the current quarter versus the small net gain in the prior year quarter.

Other technology and occupancy infrastructure costs as Gerry noted previously which are required to support our global platforms remained flat. The sharp decline in interest rate earnings expense is resulted of lower average outstanding borrowings and sharply lower interest rates.

Slide 18 provides some comparative details of our employee comp and benefits line item. Based compensation declined by $7 million or 5%, as lower salaries from our Q4 2008 headcount reduction were partly offset by $13 million net increase in severance charges, the result primarily of the $21 million charge mentioned earlier. As consequence of our headcount actions, we expect our annual salary run rate to stabilize at approximately $410 million by the end of the second quarter of 2009.

Moving on to incentive compensation, our cash incentive compensation mainly end of year cash bonuses decreased by $49 million or 48%. The Q1 2008 accrual reflected 25% of our estimate made at that time of full year 2008 bonus levels taking into account what was then a relatively stable market environment. You may recall that our estimate was trend dramatically as we moved through 2008 so the accrual required in the fourth quarter of 2008 to through up this expense to our full year number was only $1 million. Our Q1 2009 accrual represents 25% of our current estimate for full year 2009 bonuses.

Deferred compensation declined by $11 million or 26%. The net decrease relates primarily to $10 million decrease in the amortization of current and prior period investment losses related to mark-to-market the related mutual fund investments. I will describe how this works in greater detail on the next slide.

Commissions declined by $40 million or 37% year-over-year due primarily to lower new business activity unrelated revenues principally in our three by side distribution channels. In other compensation expenses decreased by $13 million or 28% due to lower payroll taxes resulting from lower salaries or lower cash bonus accrual and cost reductions in areas such as recruiting temporary help and related expenses.

This quarter, on slide 19, we are providing a five-quarter trend analysis of a net P&L impact of our deferred compensation programs. As a reminder, participants on this program received annual awards that generally invest over four years. The awards are mostly invested by the firm in various AllianceBernstein services, AB units or options on AB units. In accordance with such participants each selection, if the value of initial investment goes up, the firm’s obligation to the employee upon vesting increases, if it goes down, the firm’s obligation decreases. However, this does not apply the units or unit options since equity based awards are not mark-to-market under US GAAP.

In the revenue section of this slide, you can see the investment losses resulting from mark-to-market the non-equity investments purchased by the firm at the time the deferred comp awards are made. This has done the hedge the effect of valuation changes on the firm’s future obligations to employees.

The first line of the expense section shows the amortization over the vesting period of the original value of these non-equity awards. The increase in Q4 of 2008 relates to the accelerated vesting of our Former CEO’s awards due to his retirement. Deferred compensation awards made in 2008 were higher than the 2004 awards which were fully amortized in 2008 last year. However, the resulting higher expected amortization rate from those Q1 2009 resulting from those higher awards was largely offset by four features from our Q4 2008 in our first quarter 2009 headcount reductions.

Second line in this section shows the amortization of that portion of the cumulative mark-to-market adjustments attributable to the amount of the original award value being amortized. Basically, it is the pro rata portion of the cumulative mark-to-market on the investments that relates to the award values being amortized in the current period due to vesting.

In this case, the line shows a credit because the cumulative mark-to-market impact on the investments is a loss. You can see that the mark-to-market amortization increases or decreases generally in the same direction as the corresponding investment losses but not with the same magnitude. This is because we are marking to market 100% of non-equity investments but only adjusting the expense for the amounts currently investing not for the entire obligation, because we hedge a bi-naturally purchasing with securities and that expense recognized by the firm of the vesting period for each award will equal the original amount of that award. However, their can be material volatility from period to period if market values fluctuate significantly.

The line total amortization of AB units shows the amortization of awards initially invested in units or unit options. Again, these investments are not mark-to-market. Hopefully, this provides some additional insight into how the accounting works for our deferred compensation programs in a resulting impact on our income statement.

Turning to slide 20, here we show income statements of the operating partnership for the first quarter of 2009 and 2008 and a related operating margin. Note that the effective income tax rate for the first quarter of 2008 is approximately 11% in line with the rate for the full year. The rate for the first quarter of 2009 is approximately 21% because the tax provision for that period includes in adjustment for foreign taxes, backing out that adjustment reduces the effective tax rate to a more normal approximately 12%.

Slide 12 shows the calculation of net income for the first quarter of 2009 and 2008 of AllianceBernstein holding to public partnership. Holding share of the operating partnership earnings is based on its weighted average ownership interest. That shares then reduced to 5% or 3.5% federal tax holding pays on its proportionate share of the operating partnerships gross income. Keep in mind that because the tax is based on gross income and not on pretax earnings holdings effective tax rate increases when the operating partnership’s margins declined conversely it decreases when the margin increases.

That completes my review of the firm’s operating results for the first quarter of 2009. So, now, I will turn the call over to Peter.

Peter Kraus

Thanks Bob. I want to spend a little bit of time getting in some details about the private client business. As many of you know, it is a crowned jewel of the Company. It is highly attracted business with very sticky assets and a very strong operating margin over the investment cycle.

Generally speaking, the high net worth market has grown over time and we expect that to continue into the future. Our historical growth rate in AUM has generally been faster than the underlying market. If we measure it over the last five years before the reduction in values due to market depreciation so the year is ending ’07, the growth rate is 15% per year.

From ’05, actually through today so at the end of this quarter, balances were actually flat. Since the beginning of ’08 just focusing on that time period, the AUM is down $47 billion, 82% of that decline is market depreciation. So, most of the reduction, the lion share of the reduction in the business is due to the market, the net outflows of 18% are relatively small.

Going forward, our strategy remains very consistent. We believe we hired the best people and trained them extensively. We applied the same intensity in training to our advisers that we do in the research of our investment selections and securities amongst our portfolios. Secondly, we locate them in proximity to clients. Since 2003, we have opened seven new offices in the United States. Third, we support them with the firm's best research ideas and portfolio thinking and investments in asset allocation and in providing tax advices as they are planning to our clients.

Secondly, we have had substantial growth in our advisers over time. We have one third more advisers since 2004. We also, within that population have had a consistent proportion of experienced, highly productive advisers which reflects both the longevity amongst our advisers and a growth in the overall experience population. In addition to that, we have continued as Gerry said to invest in our future growth and we have as a result of that over time an increasingly larger number of new advisers who will be able to grow their businesses quickly in the future years.

Third, by value propositions; disciplined, consistent investment process and investment services, well researched and thoughtful approach to asset allocation and careful and sophisticated family planning advice and separately managed tax sensitive portfolios remains the stable and the commitment of the business.

So, growth in the future will be fueled both by appreciation and new accounts. Interestingly enough since 2003 through March of 2009, the appreciation in the portfolio has actually been modestly negative of some $12 billion so the growth has been driven largely by our entirely buy net to accounts open to over that time period and looking at markets going forward, we do expect positive markets and a continuation of the significant growth that we have had in the business driven by one-third more advisers and market appreciation rebounding from current market lows. So, in short we continue to see the private client business as a stable of growth for the Company and an opportunity for us to differentiate ourselves in the future.

Next, I just wanted to spend a minute on the comment that Gerry made and the press announcement that the US Department of Treasury announced today with regards to selecting AllianceBernstein as one of their advisers under the Emergency Economic Stabilization Act. We are very excited about this opportunity to serve the Treasury and ultimately ensure that taxpayers' assets be managed in a prudent and transparent manner. We think this will provide deep insight to the financial institutions and changes in those financial institutions in the country while we are also able to provide two Treasury important information on valuing the assets, analyzing the ongoing financial condition and capital structure of financial institutions, advising on executing transactions in accordance with the Treasury's investment policy and providing recommendations when corporate actions, proxy voting and other event that could impact the Treasury's ownership state in these entities. We look forward to expanding that relationship over time with Treasury and in creating value under those set of guidelines.

Lastly, I think it should not go without mentioning that the first quarter has been a significant period of performance for us relative to 2008. We had as you all know very negative performance relative to the benchmarks through the end of 2008 and the first quarter so far this year, we have had a significant turnaround that and across the board although not in every service but positive, relative performance. That is a good thing and we believe that that will continue to support growth through the end of 2009 and 2010.

So, with that I will turn it over to questions and Phil, emcee that.

Philip Talamo

Julianne, we are ready for our first question.

Question-and-Answer Session

Operator

(Operator's instruction) Your first question comes from the line of William Katz - Buckingham Research Group.

William Katz - Buckingham Research Group

I guess first question is for Peter if I might, sort of picking up on the government news, congratulations on that. I am just wondering if you might be able to help us sort of size the opportunity whether it be from an AUM perspective or from an economic perspective. That is my first question.

Peter Kraus

Well, first of all, we will not be counting in our AUM. Obviously the active tender management in the CPP programs so notwithstanding the fact that we would not like to obviously that would not make sense. But as you know the assets in the treasury program are probably in excess of $300 billion. The economics may in fact be disclosed by the government. I think that I will limit my comment to whatever they probably disclosed by we expect this to be a track of proposition for us from a profitability point of view and as they say, a major assignment.

William Katz - Buckingham Research Group

Okay. Second question is just your focus just now on the private client business and is this, are you sort of signaling now that you are looking to have a more stride in growth strategy here because if I look at the business over the last couple of years, it seems to me, maybe I am not exactly right that the bulk of the incremental organic growth has been more in some of the alternative products which have sort of reversed themselves in the last couple of years. So, I was just a little curios, is this sort of a new growth strategy also in trying both the business over the next several years at least on this?

Peter Kraus

No, Bill. First of all, the growth in the private client business was weighable across all the investments. So, it is certainly was not focused on one service versus another. No, I thought it was important for you all to understand what we think the growth opportunity is in private client. Obviously the private client as we have the client substantially is they mention over 80% due to market depreciation but we actually have a stronger group of advisers where we actually done some reasonably aggressive calling of the population. We have as we say a third more than we had in 2004 and over time, that has produced a significant growth for us in excess of what the market growth has been and we believe that that will continue in 2009 and 2010 and one interesting additional element that I was trying to get across is that really in the last five years ending this quarter really have not had any appreciation in assets. In fact, it has been a net negative. So, if you believe in the next few years that there actually is market appreciation then that will add to the growth rate of the business than what its normal organic capacity has been.

Operator

Your next question comes from the line of Craig Siegenthaler - Credit Suisse.

Craig Siegenthaler - Credit Suisse

First question, you highlighted you decide to raise in managed assets through task and part of this EPP so what are your prospects for managing assets as part of the legacy loan or legacy securities program which is part of the PPIP?

Peter Kraus

Well, our prospects for doing that are no different than anyone else is applying to be one of the five selected advisers. We believe we meet the requirements of that. Obviously, the treasury has made a vote of confidence in our capacities. I do think that is determined as to whether we would win or not the one of the five selected position but we think we can add value to treasury in both thinking about how to structure PPIP and it is either one of the elements that the treasury has identified is important is access to the retail channel. We obviously have and maybe somewhat unique amongst companies making the application and opportunity to access those kinds of clients.

Craig Siegenthaler - Credit Suisse

Would that be sort of close end funds?

Peter Kraus

Well, we are not going to talk specifically about the structure at the present time but close end funds with and like our all on the table and being discussed. I frankly think that at the end of the day, the appropriate structure will be one that will discuss with treasury should we be selected during that selection process.

Craig Siegenthaler - Credit Suisse

Thanks and just a quick question on compensation, with the dramatic decline in revenues in AUM, the 7% decline preceding the 17% decline in headcount really does in, it is spread part of the surface there but I am just wondering, is there coming more opportunity to reduce comp or even headcount at this point?

Peter Kraus

I think that we have been pretty striding about paying market-based compensation for our top performers. We are going to do that. That is important to the franchise and important to the business going forward. We have said that should economic conditions worsen, we would continue to look carefully at what the headcount ought to be. On the other hand, should economic conditions improve and should the business grow, we will not be required to add any people and there is significant positive operating leverage on the way up. So, we think this is the right place for us and for unit owners right now to take advantage of developing opportunities in the market, developing new investments services, distribution opportunities and potential appreciation in the market.

Operator

Your next question comes from the line of Keith Walsh - Citigroup.

Keith Walsh - Citigroup

Two questions for Peter. First just on looking at value and growth equities, the outflows over $20 billion this quarter on which faster run rate than the $65 billion we have seen over the last 12 months. With the performance challenges that you guys have had, how do you slow this acceleration of outflows? This will be question one and then I have got a follow up.

Peter Kraus

Well, first of all I think you know from looking at the quarterly information that the outflows in 2008 were loaded very heavily at the end. So, I think that you have to look at the quarterly outflows in light of the fourth quarter outflows and I think they are somewhat better. We do not disclose the monthly numbers separately but I think that we can characterize the flows as getting better, meaning not accelerating in negative outflows. We also said I think in our latest monthly statement that the retail channel basically was slightly positive or breakeven and I made the comment on our investment performance this quarter as being substantially better than what we had experienced in 2008.

Anecdotally, we have done many, many meetings with clients and when I say we, it is not just me. It is all the investment professionals but certainly I have because I am new to the Company and new to the investors and I would say that investors are certainly pleased that the performance has changed and I think are quite respectful of our capacity to produce returns over time and so I believe that that should our performance continue that will be extremely helpful in keeping flows from accelerated and probably, reducing those flows over time.

Keith Walsh - Citigroup

Okay, just only follow up then maybe just follow up on your commentary there. On the institutional side specifically looking at fourth quarter, you have seen acceleration from $10 billion to $13 billion there on the outflows. That as an institutional shop primarily why is not that more of a concern and why would not that continue to accelerate at this point?

Peter Kraus

Well, look I think first of all it is not a concern, number one. Number two is again, I think that we have seen that slowdown in the first quarter and what you know, this year as student of the business that people make decisions not necessarily in the quarter but at the end of quarters and people made decisions and communicated those decisions to us and ultimately transactions occurred in the first quarter and largely in the first two months of the quarter. So, that is not surprising.

I think that as they say the positive performance that we have had in the first quarter which is not immaterial. I mean there are substantial out performance against the benchmark and the relative performance is probably okay, not great but okay and we do not know because we have not seen the numbers. I think that that bodes well for us during the course of this year.

Now, if we do not perform well in 2009, yes it will be worse. If we continue to perform well in 2009, we have a long history of producing outsized returns to investors that are substantially in excess of the poor performance they may have experienced in any period of time and that happened in 1990 and 1991 and that happened again in 2000 and then in the subsequent time period and I think institutional investors and particularly the consultant community is very thoughtful about that.

Keith Walsh - Citigroup

Okay, thanks a lot, Peter.

Gerald Lieberman

I just like to add more points to that because that probably gets across in my comment. This is Gerry Lieberman and a significant portion of the outflows that we saw in both the last quarter of 2008 and the first quarter of 2009 were from newer clients that those have happened through cycles with us and understandably so, some of those clients were faster to get out based on what they experienced at a shorter timeframe than what is on a more older clients have had gone through in prior periods. So, perhaps the clients more seasoned have more confidence in us to perform as Peter is pointing out going forward than the newer clients and unfortunately we burn through some of these. The newer clients are not going to leave twice. They left and hopefully that will portend well going forward in regards to our flows and the institutional channels.

Operator

Your next question comes from the line of Marc Irizarry - Goldman Sachs.

Marc Irizarry - Goldman Sachs

Peter if we can just stay on the comment that Gerry has just made. If you look at the run rate of your net flows as your percentage if we are getting a period of assets, it looks like retail outflows decelerated but then you had accelerating rate of outflows in institutional and private client. I am just curious if you can sort of reconcile what Gerry is saying about sort of the duration of the capital that they have with clients which seems to me that the two more sticky channels will probably stick around the retail be a little more, a little more flighty and the trend would be opposite. Could you just reconcile that?

Peter Kraus

Yes, I think that there are two things going on in the minds of the client. We saw in the institutional channels substantial liquidation amongst institutions around the world of their equity portfolios and in that instance when clients were deciding who would they going to continue to invest with, those that were newer to us and had smaller experiences with us in some cases actually terminated our relationships and I think that that is the phenomena that Gerry was referring to. What I was speaking to was it is a little hard to read end of 2008 and first two months of 2009 trend wise because people are making decisions over that time period to continuum and therefore, I think it is more difficult to read into those three months whether it is growing or slowing down.

I think when you get into March, we have things, seeing things slow a little bit and when the performance is actually more, there is more transparency to the performance meaning it has got a little bit of longevity to it. It is not just three weeks or six weeks or eight weeks. We are talking about two to three months. I think that people are feeling more comfortable. I think on the private client channel, some of that again is deep reduction in value, a need on the part of private clients to continue to spend money just because of their normal lifestyles and so, I do not think that we are seeing any meaningful acceleration in private client assets leaving. On the other hand, I would say that we have not seen a substantial reduction in that activity in the later part of the first quarter either.

Marc Irizarry - Goldman Sachs

Okay, great and then just in terms of some of your longer term relationships on the institutional side, where are we in the process of the asset allocation or rebalancing that institutions are going to go through. We are hearing a lot about some types of investors still being frozen because of their private equity commitments or illiquidity and alternatives. Where do you think we are in that process?

Peter Kraus

I think as I mentioned to all of you when we were together, I think that we are still very much in a difficult spot with regards to institutions. I believe institutions still have substantial commitments in private equity that if they had the fund would increase the allocations to private equity levels. They could be uncomfortable with that they still have allocations, the hedge funds which maybe exceeding what they would be comfortable with and their income allocations while stable are also not easy to liquidate if they are in corporate credit markets or even asset-backed markets because of the somewhat better liquidity but not significantly improved liquidity in those markets.

So, companies are also cutting back on their contributions. Governments are cutting back on their contributions. Cash flow out of plans remains reasonably constant. In fact, it may have ticked up a bit as retirements have accelerated and/or layoffs have accelerated for people that have vested benefits and therefore, plans are still raising cash from their equity portfolios and not engage in substantial rebalancing at this point. I have seen I would say less than 5% but with almost zero a few months ago but less than 5% of the plans now beginning to leg into increasing their equity exposure mostly private, meaning corporate plans around the world who are taking some of the new cash flow that is being contributed to the plans and allocating that in a greater quantity to equities.

Operator

Your next question comes from the line of Roger Smith - Fox-Pitt Kelton.

Roger Smith - Fox-Pitt Kelton

I want to stay on this institutional channel [which it is] crazy talking about this point but is there any thing that you are really doing differently in order to go out and work with your clients. It sounds like what we have seen so far with some of the other companies have reported this quarter is that the actual RFP activity, your type of activity that was going on out there at this point in time. In fact, we have seen some flows coming in here. So, that sounds a little bit different from what you are going on with you. I just do not know was it, do you think you are dealing with the different type of clients out there or can you give us some insight there?

Peter Kraus

Well, I think you are going to have to get more granular on RFP activity because if it is income activity, is it cash-in-hand's activity, is it equity activity, is it core activity, is it passive activity? What is actually driving those RFPs? We do not run a passive business. We do not have a cash business. We have seen a pure bit of activity on the fixed income side and we have seen a lot of activity on the TALF, PPIP, AAF side of the equation and there, I would say that our activity levels are as high as we could stand them. We have seen much in the way of RFPs in traditional actively managed equities.

Roger Smith - Fox-Pitt Kelton

Okay, fair enough and if we, I know we have heard you speak on your position on acquisitions in the past but now it seems just like a lot of properties might be up for sale. Is there any change in the way you guys think about acquisitions or can you give us anything on the number of properties that are out there?

Peter Kraus

Although I will expand on this, the answer is no.

Roger Smith - Fox-Pitt Kelton

Fair enough.

Peter Kraus

I think there are more properties for sale. I think they are properties that are generally embedded in larger organizations which organizations are seeking to restructure themselves and we prioritize their capital usage. I would say what I had said in the past as in acquisition could be useful to us if it is a space where we are not, if it is extraordinarily financially attractive and does not cost too much in the way of management diversion or it creates a market position that it is highly unlikely we could achieve on our own and would be attractive if we went there.

Operator

Your next question comes from the line of Cynthia Mayer - BAS-ML.

Cynthia Mayer - BAS-ML

If I listened to your comments on G&A, it sounds as though you are not really seeing many more opportunities for cost cuts there but I just wanted to check on that. Are you seeing any opportunities for further non-comp cost cuts?

Peter Kraus

Well, let me just, I am going to give you the highlights and turn it over to Bob and Gerry on this but I think as they both said, one of the big impediments that we need to work on over time is rent and it is not surprising given that our global footprint has not materially changed that we have a slower residing expense level as the result of that. We have done as Gerry mentioned some good work in Asia on creating more efficiencies and we continue to be opportunistic about taking advantage of market changes that can allow us to reduce that but for the time being, that is a sizable expense and its ability to be reduced is I think limited. With that, let me turn over to Bob and Gerry because on the other expenses, that would not be the case.

Gerald Lieberman

I said I tried to get across on almost every other expense line in our G&A. They are going down except for there are some technology processing expenses embedded in our G&A which are volume driven. There is excess some outsource services to the extent that we are doing more transactions that G&A line goes up but bringing professional fees down, bringing our consulting fees down, bringing the market data services fees down and things like that, it is well in there. It is all embedded. It is millions and millions of dollars but it is not yet there. It is not yet when you are talking about $500 million or $600 million of G&A when you bring in the overseas related to cost.

Cynthia Mayer - BAS-ML

I guess you quantified some of the comp savings for instance talking about the base salary by the end of 2Q so I am wondering if there is any way to sort of quantify the non-comp run rate as things as you say, there are lot of things that come out of the cost gradually but as you reach that point say at the end of this quarter, is there anything comparable in terms of the color you think you have to the base salary guidance you gave.

Robert Joseph Jr.

Cynthia it is Bob. I think just to review what Gerry said briefly, we are looking at every expense category where we got variable, controllable expenses and I do think and both Gerry and I told this in our comments that we are making progress there. I do expect to see some improvements and we are already starting to see some of our efforts getting traction right now and I think it is fair to say that the whole firm is actually focused on these exercises, not just the CFO going out there and saying we got to reduce some few dollars here and there and it is focused in two areas. First were try to reduce demand in areas like [PNE] and things like that. So, if you do not need to travel, if you do not need that Reuters terminal or Bloomberg terminal, let us see if we can cancel that contract.

On the other hand, it is getting our strategic sourcing or purchasing people engage with all of our business units to make sure that when we are not negotiating with our various vendors out there, we are getting the best possible service at the lowest possible unit price and those efforts continue on.

Peter Kraus

Cynthia, I think the way to think about this from your point of view might be that we expect during the balance of 2009 to continue to create expense savings in that line driven by the headcount reductions that have taken place to date. Potentially more reductions as people leave because that just happens over time and we are unlikely to replace people and had any kind of significant rate other than the trainees or the new advisers that we hired which we believe is an important thing to do and our own just creation of efficiencies even without people leaving just focused on these various different level and you may, well they are probably will be over the next 12 months opportunities to create efficiencies on rent but we are going to react to that as markets give us those opportunities as oppose to create something because we were doing that. We will be changing our footprint and for now, we do not think that is something we want to do.

Cynthia Mayer - BAS-ML

My second question is just on the institutional research services. How much of the decline there is due to the pricing you mentioned and how much due to the market depreciation? And the reason I am asking is I am just wondering with the market bouncing back, how much of that would come back?

Peter Kraus

I think that we cannot give you how much because it is very hard to quantify in terms of mix but with market values coming back given that the European business is traded on a basis point basis, excuse the repetition, we will see some improvement in transactional activity and in revenues. We think that the sell side business continues to have a research platform that is accorded top rankings around the world. We continue to be investing in that research platform. We continue to be one of the few global firms that has a large sell side research business for which people pay us hard dollars and we think that is the unique asset and we think that that is going to both growth over time meaning 2009 on the basis of its scarcity value, number one but also there are new opportunities that we are looking at in hiring people in that business that could provide incremental revenues during 2009.

Operator

Your next question comes from the line of Robert Lee - Keefe, Bruyette & Woods.

Robert Lee - Keefe, Bruyette & Woods

Just saying kind of another question on the institutional services business, I do have another one for you.

Peter Kraus

I think it is good. You will get them all out.

Robert Lee - Keefe, Bruyette & Woods

That is it. I mean, I know over the last, I do not know maybe since the merger back in 2001, I mean a lot of the incremental growth in the institutional business has come from outside the US and I guess given your comments that a lot of the redemptions, the outflows there are related to newer clients, I mean is it fair to think away that it is really just proportionally loss you also have been from clients outside the US?

Peter Kraus

No, we did say obviously some of the redemptions have come from newer clients but I think it is not going to be particularly descriptive to focus only on that. I think that internationally, much of the business there is consultant driven and the consultant is a community that I think thinks deeply about processes, about performance, about not making quick decisions on performance and about the longevity of returns with managers. I also think that we occupy in the ranking of clients important positions of for example global value investing. There are obviously competitors in global investing and core global investing but they are not that many relative to US growth or US value.

So, I actually think that our position overseas is a good one because we have an identifiable brand. We have had substantially good performance in the products over time. We have strong relationships with the consultants who understand the process, understand the people and understand what the product can, what the service can provide in terms of returns of over time and are professional about thinking that through and professionally advising their clients on how to work with managers.

So, I think that absent, they turn down in performance that we can feel comfortable that we have met with most, if not all of our major clients and consultants and have had good dialogue with them about what we can create for them in returns in the future. So, I think that the institutional market place is going to be driven by returns over time and by our either meeting or not our historical performance characteristics and I think that people are encouraged at least by the first quarter returns.

Gerald Lieberman

This outflow of institutional asset has been with us two past quarters. I mean it is, and we do not expect anything like what we have seen these two past quarters.

Peter Kraus

Does that get your concern?

Robert Lee - Keefe, Bruyette & Woods

Yes, thank you and just one follow up I guess a little bit more of a strategic question. You highlighted the private client business and we have talked institutional business admonition but given the retail flows did show some improvement, if I think back I guess for bunch of years we have seen that the retail part of the business was, I will use the word as kind of weak stepsister. There was not much strategic emphasis on that business maybe. Can you, obviously it is hard environment to think anything in retail but maybe update us a little bit on your thoughts there now?

Peter Kraus

Yes, well first of all, I think retail for us is a very interesting opportunity. It may turn out to be a significant growth opportunity and here is why. Number one is we obviously came from in the early 2000 a very large retail business. We do not have to go over the issues that happened over that time period. You know what they are but that resulted in a much smaller footprint in the retail space and it also resulted in I would say some lack of clarity on what our value proposition was for the retail community.

In the last 7 to 8 months, we have a new person in charge of retail, Bob Keith, he has a global responsibility for retail. We have done a fair bit of work on refocusing the wholesalers in the United States and we repurposing people in Japan and in Europe to focus on in Japan, the Citibank and in Europe, the retail aggregators and we have also spent a fair bit of time refining our message on why an FA should feel comfortable and in fact good, about advising his or her client that in AllianceBernstein mutual fund is a good place to go. We think that is beginning to have some traction in the market place and I think when you add together the under penetration, the relative fuggy focus now sharpened and much more laser light, the repurposing of people, sales people in both Japan and in Europe against large sub advisories/retail market places and frankly a broad product offering because its value, its growth, its fixed income I think that we are likely to have some surprising growth on that side.

Operator

You have a follow up question from the line of William Katz - Buckingham Research Group.

William Katz - Buckingham Research Group

It is a little more technical in nature but on the G&A line, how much of the sequential increase reflects the impact of FX?

Robert Joseph Jr.

Yes, it is about $7 million swing, Bill. It is a $5 million loss this quarter and roughly $2 million gain in the prior year quarter.

Peter Kraus

That was a good question, Bill, because there was a bit that went from a gain to a loss. So, it was a sizable swing type.

Gerald Lieberman

I thought Bob mentioned that. So to your point and Cynthia's point, I mean that is an easy number to take out as far as looking at road rate for the rest of the year. We obviously do not budget for that so that is a number that you are looking at in G&A in the first quarter is not indicative of our spend rate just for that reason alone.

William Katz - Buckingham Research Group

It is $2 million?

Peter Kraus

Seven.

Robert Joseph Jr.

Seven quarter to quarter; $2 million gain last year, $5 million loss this year, this quarter.

William Katz - Buckingham Research Group

Okay, within that question, within that line item, excuse me, how much is the rent relative to total?

Robert Joseph Jr.

It is about half, Bill. It is a little bit more than half our office and related expenses. It is a little bit more than half.

Operator

You have a follow up question from the line of Cynthia Mayer - BAS-ML.

Cynthia Mayer - BAS-ML

I was just wondering if you could talk a little about turnover. Obviously, you have reduced staff but apart from that, what kinds of levels of turnovers are you seeing maybe within FAs and private client and just overall? Do you feel comfortable in terms of retaining people?

Peter Kraus

Voluntary turnover has been light to almost insignificant in numbers so that is a good thing. We have seen a little bit of voluntary turnover in private clients due to one or two firms acting in an aggressive way with regards to potential retention bonuses that they are willing to offer. FAs and our advisers, my experience in that, Cynthia is not sustainable and seemingly that is still accurate since we have seen much activity for the last six weeks. So, I think we feel pretty good about the voluntary attrition and I think we feel pretty good about the health, happiness and morale of those existing people in the Company given that we have been both tough on headcount reduction but fair and focused on meritocracy in doing it.

Operator

And there are no further questions at this time.

Philip Talamo

Great. Thanks everyone for participating in the call. If you have any further questions, feel free Investor Relations and enjoy the rest of your evening.

Operator

Thank you all for participating in today's AllianceBernstein first quarter 2009 earnings review. You may now disconnect.

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