AllianceBernstein L.P.(AB) - 2023 Q3 - Quarterly Report

FORM 10-Q Cover Page This section identifies the filing as a Quarterly Report (Form 10-Q) for ALLIANCEBERNSTEIN HOLDING L.P., detailing key filing information and registrant status - The report is a Quarterly Report (Form 10-Q) for the period ended September 30, 2023, filed by ALLIANCEBERNSTEIN HOLDING L.P.[1][2] - The registrant is classified as a Large accelerated filer[3] | Metric | Value | | :--- | :--- | | Trading Symbol | AB | | Exchange | New York Stock Exchange | | Units Outstanding (as of Sep 30, 2023) | 111,796,873 | Index to Form 10-Q This section provides a comprehensive index outlining the structure and content of the Form 10-Q, including specific items and their corresponding page numbers - The index outlines the structure of the Form 10-Q, dividing it into Part I (Financial Information) and Part II (Other Information), with specific items and corresponding page numbers[5][6] Part I. FINANCIAL INFORMATION This section presents the unaudited condensed financial statements and their accompanying notes, along with management's discussion and analysis of financial condition and results of operations Item 1. Financial Statements (Unaudited) This section presents the unaudited condensed financial statements for AllianceBernstein Holding L.P., including the statements of financial condition, income, comprehensive income, changes in partners' capital, and cash flows, along with their accompanying notes for the periods ended September 30, 2023 Condensed Statements of Financial Condition This section presents the company's assets, liabilities, and partners' capital at specific reporting dates | Metric | September 30, 2023 (in thousands) | December 31, 2022 (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total Assets | $1,973,046 | $2,074,626 | (4.9%) | | Total Liabilities | $552 | $1,623 | (66.0%) | | Total Partners' Capital | $1,972,494 | $2,073,003 | (4.9%) | Condensed Statements of Income This section details the company's revenues, expenses, and net income over specific reporting periods | Metric | 3 Months Ended Sep 30, 2023 (in thousands) | 3 Months Ended Sep 30, 2022 (in thousands) | Change (YoY) | 9 Months Ended Sep 30, 2023 (in thousands) | 9 Months Ended Sep 30, 2022 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Equity in net income attributable to AB Unitholders | $65,761 | $63,905 | 2.9% | $211,264 | $233,616 | (9.6%) | | Income taxes | $8,770 | $7,589 | 15.6% | $26,278 | $23,231 | 13.1% | | Net income | $56,991 | $56,316 | 1.2% | $184,986 | $210,385 | (12.1%) | | Basic Net income per unit | $0.50 | $0.56 | (10.7%) | $1.63 | $2.11 | (22.7%) | | Diluted Net income per unit | $0.50 | $0.56 | (10.7%) | $1.63 | $2.11 | (22.7%) | Condensed Statements of Comprehensive Income This section presents the company's net income and other comprehensive income (loss) components, leading to total comprehensive income | Metric | 3 Months Ended Sep 30, 2023 (in thousands) | 3 Months Ended Sep 30, 2022 (in thousands) | Change (YoY) | 9 Months Ended Sep 30, 2023 (in thousands) | 9 Months Ended Sep 30, 2022 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Net income | $56,991 | $56,316 | 1.2% | $184,986 | $210,385 | (12.1%) | | Other comprehensive income (loss) | $(5,643) | $(11,495) | 50.9% | $(1,122) | $(27,094) | 95.9% | | Comprehensive income | $51,348 | $44,821 | 14.6% | $183,864 | $183,291 | 0.3% | Condensed Statements of Changes in Partners' Capital This section outlines the changes in the company's partners' capital over specific reporting periods, including contributions and distributions | Metric | 3 Months Ended Sep 30, 2023 (in thousands) | 3 Months Ended Sep 30, 2022 (in thousands) | 9 Months Ended Sep 30, 2023 (in thousands) | 9 Months Ended Sep 30, 2022 (in thousands) | | :--- | :--- | :--- | :--- | :--- | | General Partner's Capital, end of period | $1,321 | $1,361 | $1,321 | $1,361 | | Limited Partners' Capital, end of period | $2,056,961 | $1,668,349 | $2,056,961 | $1,668,349 | | Total Partners' Capital, end of period | $1,972,494 | $1,569,747 | $1,972,494 | $1,569,747 | - Limited Partners' Capital increased significantly from $1.67 billion in 2022 to $2.06 billion in 2023 for both the three and nine-month periods ended September 30[17] Condensed Statements of Cash Flows This section reports the company's cash inflows and outflows from operating, investing, and financing activities | Metric | 9 Months Ended Sep 30, 2023 (in thousands) | 9 Months Ended Sep 30, 2022 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Net income | $184,986 | $210,385 | (12.1%) | | Net cash provided by operating activities | $221,180 | $288,676 | (23.3%) | | Net cash used in investing activities | $0 | $(178) | 100.0% | | Net cash used in financing activities | $(221,180) | $(288,498) | 23.3% | Notes to Condensed Financial Statements This section provides detailed explanations and disclosures supporting the condensed financial statements 1. Business Description, Organization and Basis of Presentation This note describes AB Holding's business, organizational structure, and the basis for its financial statement presentation - AB Holding's principal source of income and cash flow is derived from its investment in AB limited partnership interests[23] - AB provides diversified investment management, research, and related services globally to institutional, retail, and private wealth clients, as well as Bernstein Research Services[23][24] - As of September 30, 2023, EQH and its subsidiaries held an approximate 61.7% economic interest in AB[28] 2. Cash Distributions This note details AB Holding's policy and recent declarations regarding cash distributions to its Unitholders - AB Holding is required to distribute all of its Available Cash Flow to its Unitholders[31] - A distribution of $0.65 per unit was declared on October 26, 2023, for the three months ended September 30, 2023, payable on November 22, 2023[32] 3. Long-term Incentive Compensation Plans This note explains the company's unfunded, non-qualified long-term incentive compensation plans, including restricted unit awards - AB maintains unfunded, non-qualified long-term incentive compensation plans, granting restricted AB Holding Units to employees and directors[33] - AB funds these awards by purchasing AB Holding Units on the open market or newly-issued units from AB Holding[34] | Metric | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2023 | | :--- | :--- | :--- | | Total AB Holding Units Purchased/Retained (millions) | 1.8 | 2.3 | | Total Cash Paid for AB Holding Units Purchased/Retained (millions) | $56.9 | $75.7 | | Restricted AB Holding Unit awards (millions) | N/A | 0.4 | | Restricted AB Holding Unit awards (2022, millions) | N/A | 0.8 | 4. Net Income per Unit This note presents the calculation of basic and diluted net income per unit for various reporting periods | Metric | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Basic net income per unit | $0.50 | $0.56 | $1.63 | $2.11 | | Diluted net income per unit | $0.50 | $0.56 | $1.63 | $2.11 | | Weighted average units outstanding – basic (thousands) | 113,185 | 100,466 | 113,407 | 99,494 | 5. Investment in AB This note outlines the changes in AB Holding's investment in AB, including equity in net income and capital transactions - The note outlines changes in AB Holding's investment in AB for the nine-month period ended September 30, 2023, including equity in net income, changes in accumulated other comprehensive income, cash distributions, capital contributions, and unit transactions[39][40] 6. Units Outstanding This note summarizes the changes in AB Holding Units outstanding during the reporting period, detailing units issued and retired - The note summarizes the changes in AB Holding Units outstanding during the nine-month period ended September 30, 2023, detailing units issued and retired[41][42] 7. Income Taxes This note details AB Holding's income tax structure, including its status as a publicly-traded partnership and applicable taxes - AB Holding is a publicly-traded partnership (PTP) and is not subject to federal or state corporate income taxes, but is subject to a 4.0% New York City unincorporated business tax (UBT) and a 3.5% federal tax on partnership gross income[43] | Metric | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Total income taxes (thousands) | $8,770 | $7,589 | $26,278 | $23,231 | | Effective tax rate | 13.3% | 11.9% | 12.4% | 9.9% | 8. Commitments and Contingencies This note discloses significant commitments and potential liabilities, including ongoing legal proceedings and their potential impact - A class action complaint was filed on December 14, 2022, against AB regarding alleged fiduciary duty violations under ERISA related to proprietary collective investment trusts in the Profit Sharing Plan[47][49] - Management believes this litigation will not have a material adverse effect on the company's results of operations, financial condition, or liquidity, although the ultimate outcome is not yet determinable[49][50] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial performance, including a detailed analysis of results of operations, key operating metrics, cash distributions, capital resources, liquidity, and a discussion of forward-looking statements Results of Operations This section analyzes AB Holding's financial performance, focusing on net income attributable to AB Unitholders and diluted net income per unit for the reporting periods | Metric | 3 Months Ended Sep 30, 2023 (in thousands) | 3 Months Ended Sep 30, 2022 (in thousands) | Change (YoY) | 9 Months Ended Sep 30, 2023 (in thousands) | 9 Months Ended Sep 30, 2022 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Net income attributable to AB Unitholders | $167,404 | $175,180 | (4.4%) | $537,292 | $644,676 | (16.7%) | | Net income of AB Holding | $56,991 | $56,316 | 1.2% | $184,986 | $210,385 | (12.1%) | | Diluted net income per AB Holding Unit | $0.50 | $0.56 | (10.7%) | $1.63 | $2.11 | (22.7%) | | Distribution per AB Holding Unit | $0.65 | $0.64 | 1.6% | $1.92 | $2.25 | (14.7%) | - AB Holding's net income for the three months ended September 30, 2023, increased by $0.7 million, primarily due to a higher weighted average equity ownership interest, partially offset by lower net income attributable to AB Unitholders[53] - For the nine months ended September 30, 2023, AB Holding's net income decreased by $25.4 million, mainly due to lower net income attributable to AB Unitholders, partially offset by a higher weighted average equity ownership interest[53] Management Operating Metrics (Non-GAAP) This section discusses management's use of non-GAAP financial measures to evaluate operating performance and understand long-term trends - Management uses non-GAAP measures such as 'adjusted net revenues,' 'adjusted operating income,' 'adjusted operating margin,' 'adjusted net income,' and 'adjusted diluted net income per unit' to evaluate operating performance and understand long-term trends, excluding distortions from certain adjustments[55] - The quarterly distribution per unit is typically based on adjusted diluted net income per unit[56] | Metric | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Adjusted net income – diluted (thousands) | $74,068 | $64,689 | $217,633 | $223,828 | | Adjusted diluted net income per AB Holding Unit | $0.65 | $0.64 | $1.92 | $2.25 | Cash Distributions This section explains AB Holding's policy of distributing all available cash flow to Unitholders, typically based on adjusted diluted net income per unit - AB Holding is required to distribute all of its Available Cash Flow to its Unitholders, which is typically based on adjusted diluted net income per unit[59] Capital Resources and Liquidity This section analyzes AB Holding's sources and uses of cash, assessing its ability to meet financial obligations and fund operations - Net cash provided by operating activities decreased to $221.2 million for the nine months ended September 30, 2023, from $288.7 million in the prior year, primarily due to lower cash distributions received from AB[60] - Net cash used in financing activities decreased to $221.2 million for the nine months ended September 30, 2023, from $288.5 million in the prior year, mainly due to lower cash distributions to Unitholders[61] - Management believes that the cash flow AB Holding realizes from its investment in AB will provide sufficient resources to meet its financial obligations[61][64] Commitments and Contingencies This section refers to the detailed disclosures on commitments and contingencies provided in the notes to the financial statements - Refer to Note 8 to the condensed financial statements in Item 1 for details on commitments and contingencies[62] Cautions Regarding Forward-Looking Statements This section highlights the inherent risks and uncertainties associated with forward-looking statements made in the report - The report contains forward-looking statements subject to risks and uncertainties, including financial market performance, investment performance, general economic conditions, and government regulations[63] - Factors affecting AB directly impact AB Holding due to its principal source of income and cash flow being its investment in AB[64] - Specific forward-looking statements include the adequacy of cash flow, access to capital markets, litigation outcomes, and future unit repurchases for incentive compensation[64][65][66] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section states that there have been no material changes in AB Holding's market risk since the information provided in its Form 10-K for the year ended December 31, 2022 - There have been no material changes in AB Holding's market risk from the information provided in its Form 10-K for the year ended December 31, 2022[69] Item 4. Controls and Procedures This section details the company's disclosure controls and procedures, which were evaluated and deemed effective by management, and confirms no material changes in internal control over financial reporting during the third quarter of 2023 Disclosure Controls and Procedures This section confirms management's evaluation and conclusion regarding the effectiveness of the company's disclosure controls and procedures as of the end of the reporting period - Management, including the CEO and Interim CFO, evaluated the effectiveness of disclosure controls and procedures and concluded they are effective as of the end of the reporting period[70] Changes in Internal Control over Financial Reporting This section reports on any material changes in the company's internal control over financial reporting during the third quarter of 2023 - No change in internal control over financial reporting occurred during the third quarter of 2023 that materially affected, or is reasonably likely to materially affect, internal control over financial reporting[71] Part II. OTHER INFORMATION This section provides additional disclosures, including legal proceedings, risk factors, equity security sales, and exhibits Item 1. Legal Proceedings This section refers to Note 8 of the condensed financial statements for information on legal proceedings - Refer to Note 8 to the condensed financial statements contained in Part I, Item 1 for details on legal proceedings[73] Item 1A. Risk Factors This section states that there have been no material changes to the risk factors previously disclosed in AB Holding's Annual Report on Form 10-K for the fiscal year ended December 31, 2022 - There have been no material changes to the risk factors from those appearing in AB Holding's Annual Report on Form 10-K for the fiscal year ended December 31, 2022[74] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section reports on unregistered sales of equity securities and details the use of proceeds, including unit repurchases for incentive compensation - No AB Holding Units were sold by AB Holding in the period covered by this report that were not registered under the Securities Act[75] | Period | Total Number of AB Holding Units Purchased | Average Price Paid Per Holding Unit | | :--- | :--- | :--- | | 7/1/23 - 7/31/23 | 230 | $33.62 | | 8/1/23 - 8/31/23 | 714,333 | $30.71 | | 9/1/23 - 9/30/23 | 1,099,556 | $31.82 | | Total (Q3 2023) | 1,814,119 | $31.39 | - During the third quarter of 2023, AB purchased 1,813,889 AB Holding Units on the open market to help fund anticipated obligations under its incentive compensation award program[76] - AB purchased and retired 200 AB Units in private transactions during the third quarter of 2023 at an average price of $31.70[78] Item 3. Defaults Upon Senior Securities This section confirms that there were no defaults upon senior securities during the reporting period - There were no defaults upon senior securities[79] Item 4. Mine Safety Disclosures This section confirms that there were no mine safety disclosures required for the reporting period - There were no mine safety disclosures[79] Item 5. Other Information This section provides additional information, including details on 10b5-1 plans adopted or terminated by directors or officers - No directors or officers adopted or terminated a 10b5-1 plan or other trading arrangement during the third quarter of 2023[80] Item 6. Exhibits This section lists all exhibits filed as part of the Form 10-Q, including certifications and XBRL documents - Exhibits include certifications (31.1, 31.2, 32.1, 32.2), the AllianceBernstein L.P. Quarterly Report (99.1), and various XBRL taxonomy documents (101.INS, 101.SCH, 101.CAL, 101.LAB, 101.PRE, 101.DEF)[82] Signature This section provides the official signatures and filing date for the Form 10-Q - The report was signed on October 26, 2023, by Bill Siemers, Interim Chief Financial Officer, and Thomas Simeone, Controller and Chief Accounting Officer[85]