Venture capital investments have lost some luster over the past year, but the 49 banks that formed the ownership base of Star Systems Inc. have at least one reason to shine this earnings season.
Thanks to their bargain-basement investments in the automated teller machine network - and some stakes only grew bigger when owner banks acquired other Star member banks - the privately held network's sale in February to publicly traded Concord EFS Inc., the transaction processing company, could result in big windfalls, some topping the $100 million mark. Bank of America Corp., which is expected to report earnings today, was the largest investor, with an 18.8% stake in Star, or 972,000 shares. That investment would translate into 4.5 million shares of Concord, worth $195 million as of Feb. 1. Bank of America's cost basis, or what it paid for the stake in Star, is not publicly known.
A spokesman for Bank of America confirmed the company's stake in Star but said further details about the investment would have to wait until the company's earnings report.
Already this earnings season, however, investments in Star have helped at least two regional banks buoy profits that also included one-time charges. On Wednesday, SunTrust Banks Inc. in Atlanta said it had a $53 million gain thanks to a stake of less than 5% that turned into 1.25 million shares in Concord worth $54 million on Feb. 1. The same day, BB&T Corp. of Winston-Salem, N.C., said its 7.7% stake in Star translated into a $63 million pretax gain in the first quarter.
SunTrust chief financial officer John Spiegel said the gain does not, by accounting standards, offset any one-time charges. But in what he called a "congruence of timing," the gain came during the same period that the company announced a $45 million increase in its loan-loss provisions and the expense of a new branding campaign.
Likewise, BB&T said it would take two unusual charges in the first quarter that amount to $78 million.
"We thought all along it was a great investment - they were accumulating mass and getting very efficient," Scott E. Reed, chief financial officer for BB&T, said in an interview Wednesday. And though not the original reason for the investment, the bank did consider that "one day that would be worth a lot of money, which it turned out to be."
Other bankers are downright gleeful about their potential profits, though they have yet to report earnings. "We're pretty pleased with all this," said Dale Gibbons, chief financial officer at Zions Bancorp. With a roughly 8% stake, the Salt Lake City banking company was the third-largest owner in Star and now holds 1.9 million shares in Concord.
Zions' cost basis for the Star investment is a relatively low $8 million. Given Concord's stock price of $43.4375 on Feb. 1 when it completed the Star deal, that $8 million investment has turned into a $74.4 million profit - at least on paper - for $22 billion-asset Zions.
That the benefits of the Star Systems investments have outweighed one-time charges has caused some grumbling on Wall Street. "What is irritating is that these earnings get magically eaten up," said John B. Moore, an analyst at Wachovia Securities in Charlotte, N.C. He said these unexpected gains may have saved some banks from a worse quarter. For SunTrust, "I think the core number would have been somewhat weaker."
Concord EFS agreed in October to buy Star Systems, of Maitland, Fla., in a deal that would more than double the number of its financial institution clients. But there is a catch to the deal.
Due to accounting regulations and Securities and Exchange Commission rules, the banks must wait to register their shares until Concord releases its first-quarter earnings, and they cannot hedge those shares in the meantime. A drop in Concord's share price shrinks profits accordingly.
BB&T, for instance, recorded the gain from its investment based on Concord's end-of-quarter share price of $40.43. If BB&T recorded its investment on the day the merger closed, as some banks did, when Concord was trading at $43.43, that gain would have been worth several million more. Last week, its stake minus the $11.6 million it paid for the investment, would work out to $70 million.
The banks cannot just register their shares to sell once Concord reports its earnings. In order to limit a sudden selloff of the stock, Concord said it would arrange with institutional investors to acquire the banks' ownership stakes. These arranged sales will take place in May or June, and Concord will register the shares for the banks. If a bank owner does not want to take part in the sale - which a Concord spokeswoman said "is in their best interest" - the investors must wait about a year for the stock to be unrestricted under SEC rules.
Though Mr. Gibbons said he understands the rationale behind the arranged sales, he said, "personally, it would be my preference to register the stock."