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History of Bank of America’s Share Dilutions (BAC, BRK.A)

Aug 25, 2011 | About:
Holly LaFon
Holly LaFon
Warren Buffett’s $5 billion (plus free warrants) investment in Bank of America (BAC) seems like the stamp of approval, and cash, that the ailing company needs. It is certainly a great deal for Warren Buffett and other Berkshire Hathaway (BRK.A)(BRK.B) share holders. The effect on shareholders is less clear, due to the substantial share dilution that will result. But this is the latest in a long list of stock issuances in recent years in the company’s struggle to get back on track. Bank of America’s shares outstanding has ballooned from 4 billion to over 10 billion in the last five years – unfriendly moves toward its shareholders. Bank of America and Warren Buffett

Bank of America started out the third quarter with 10,133,190,000 common shares outstanding. It also had 3,943,660 preferred shares outstanding. Warren Buffett received 700 million warrants with today’s deal, which may convert to common shares and have an impact on current shareholders at a later date. The company had also issued several million shares of warrants which the U.S. Treasury auctioned in March 2010 under TARP. There are now warrants to purchase 121.8 million shares of common stock at $30.79 per share and 150.4 million shares at an exercise price of $13.30 per share.

In aggregate, Bank of America therefore has about 274 million in warrants outstanding. Including the 700 million given to Buffett the total equals about 974 million. Since the bank has about 10 billion shares outstanding currently, shareholders can expect the transactions to dilute their shares by about 10%.

Bank of America Chief Executive Brian Moynihan stated on a conference call in July that there was no need to raise capital, but that it could get the necessary capital to meet Tier 1 common equity requirements through earnings. He has also mentioned selling assets. Only days after that statement, Bank of America is raising capital through a deal which looks great for Buffett.

This is the history of the recent share repurchases and issuances:

2006

In 2006, Bank of America spent $14.4 billion in share repurchases. It bought back 291,100,000 shares at an average price of $49.35 per share. That same year, the company made a major leap in revenue to $117 billion from $84 billion in 2005, and had nonperforming loans and leases of .25% of total loans and leases outstanding.

2007

In 2007, the company spent far less on share repurchases – $3.8 billion total on 73 million shares at an average price of $51.42 per share. Nonperforming loans and leases had increased to .64% of total loans and leases.

2008

The financial crisis of 2008 spelled the end of the company’s streak of share repurchases and the beginning of many offerings. Shareholders’ equity increased $30.2 billion by the end of the year due to issuance of preferred stock, including $15 billion to the U.S. Treasury under the TARP Capital Repurchase Program. The company also issued a public stock offering of $9.9 billion, and another $4.2 billion in common stock in connection with the Countrywide acquisition.

They issued 580,000 shares at an estimated price of $24 each. By the end of the year they had 5.018 billion shares outstanding. From 2008 to 2009 was when it issued the warrants to purchase about 170 million shares mentioned earlier.

The company did authorize a share repurchase program that year with a $13.5 billion limit. It expired on January 23, 2010.

2009

In 2009, the bank issued 1.4 billion shares in connection with its acquisition of Merrill Lynch.

Also that year, it issued 1.3 billion shares of common stock at an average price of $10.77 per share through an at-the-market issuance program from which it raised $13.5 billion. In addition, the company issued warrants to purchase approximately 199.1 million shares of common stock in connection with preferred stock issuances to the U.S. government. It reserved another 1.3 billion for future issuances.

Agreements were made with holders of preferred stock to exchange their holdings of approximately $7.3 billion liquidation preference for approximately 545 million shares of common stock. In addition, Bank of America exchanged approximately $3.9 billion aggregate liquidation preferred stock for approximately 200 million shares of common stock in an exchange offer. Together, the deal resulted in $11.3 billion of preferred stock exchanged into approximately 745 million shares of common stock.

Bank of America’s total common shares outstanding climbed to 8.7 billion by the end of 2009.

2010

Bank of America’s common shares outstanding increased to 10.085 billion in 2010, from 8.65 billion in 2009. The increase was due to the reconciliation of year end common shares outstanding to year end tangible common shares outstanding.

The company authorized an amendment in 2010 to increase the number of authorized shares of common stock from 10 billion to 11.3 billion in February 2010. In April, it raised the limit to 12.8 billion.

It issued 98.6 million shares under employee stock plans and by the end of the year still reserved 1.5 billion unissued shares of common stock for future issuances under employee stock plans, common stock warrants, convertible notes and preferred stock.

The company also repurchased no shares in 2010 except for shares acquired under equity incentive plans and there is no existing authorized share repurchase program.

As of June 30, 2011, Bank of America has 10.133 billion shares outstanding.

This is the history of total shares outstanding for Bank of America. It is from the 10-year financial charts.


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Comments

lexloeb
Lexloeb - Aug 29, 2011 at 12:14 AM
Growth in the number of shares of BAC is not just dilution. Theoreticailly They were growing assets with the addition of Countrywide and Merril Lynch. Theoretically! That was amazingly bad deal making. It certainly is not the original old Bank of America with its humble beginnings in San Francisco. I knew nothing about Countrywide but I could have told them not to touch Merril Lynch even as it was a company with a trillion dollars on deposit as 'assets'. BAC is now tainted by the cult of the MBA and trying to grow into a nationwide bank like the big three or four in Canada. Nationwide banks like Canada has with say the Royal Bank and Toronto Dominion are certainly the way the US system is headed. BAC is of course too big to fail already but at the same time it's not big enough yet. What Warren Buffet did was less a matter of dilution and more that of an insurance policy that will be paid for by their shareholders. If BAC wants to get the money back they can invest back in Berkshire Hathaway shares especially at recent prices especially if the $5 billion dollars invested was in fact an insurance premium against the run on the bank certain interests and the newsmedia were promoting and not 5 billion in capital they actually need. Do they really need it when they can borrow at present day bank rates? Did they have anything other than a psychological insolvency? I rather agree with Buffet that they needed a sort of insurance policy. If they could turn around and put it back into Berkshire Hathaway share they have a great probability of coming out ahead on the deal. That kind of dealing kind of reminds me of the Japanese way of cross ownership with a long history of helping to stabilize things there. I would look out into the future with a nationwide set of super colosal banks including BAC, Morgan-Chase, Wells Fargo and Ciribank as the big 4 that will emerge as nationwide and beyond super banks. Once that happens they will all be way too big to fail. The Canadian big 3 or 4 have had a really great run in their stock prices thanks to lack of competition and not being exposed to US political system. The only major banks that keep up with the canadian super bank charts are Wells Fargo and USB. That is probably going to change with a long sequence of increasing dividends and improved book value once the American economy realizes it is just neurotic about being in recession and not really in recession at all. Warren Buffet did more for BAC with his market insurance policy than the Federal Reserves seems capable of doing. I look back at how The Fed treated Bear Sterns and Lehman and still can't tell if they were illiquid before or only after the run started on their deposits.

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LHO39
LHO39 - Dec 20, 2011 at 7:56 PM
We need definitions. There is "dilution" that is based on just the total number of shares. Then there is "value dilution." If BoA were to sell a billion shares at $2, since $2 is by any standard lower than 'fair value', we would all be (value) diluted. However if they got $25 per new share, holders would be better off. The per share value of the company would be enhanced. In this way I will be delighted if the warrants at $30.79 or now even $13.30 per share are exercised.

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