5.	Earnings Per Share

U.S. GAAP guidance on Earnings Per Share (“EPS”) establishes standards for computing and presenting EPS. Basic EPS excludes dilution and is computed by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding and contingent shares for which all necessary conditions have been satisfied except for the passage of time. Net income (loss) is allocated to the Company’s outstanding common stock, FPUs, limited partnership units and Cantor units (see Note 2—“Limited Partnership Interests”). In addition, in relation to the Newmark OpCo Preferred Investment, the EPUs issued by Newmark OpCo in June 2018 are entitled to a preferred payable-in-kind dividend which is recorded as accretion to the carrying amount of the EPUs and is a reduction to Net income (loss) available to common stockholders for the calculation of the Company’s Basic earnings (loss) per share and Fully diluted earnings (loss) per share.

The following is the calculation of the Company’s basic EPS (in thousands, except per share data):

	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Basic earnings (loss) per share:
Net income (loss) available to common stockholders	$	35,039	$	52,920	$	93,813	$	89,745
Basic weighted-average shares of common stock outstanding		321,199		286,840		314,501		285,129
Basic earnings (loss) per share	$	0.11	$	0.18	$	0.30	$	0.31

Fully diluted EPS is calculated utilizing net income (loss) available to common stockholders plus net income allocations to the limited partnership interests in BGC Holdings and Newmark Holdings (see Note 21—“Notes Payable, Other and Short-term Borrowings”), as the numerator. The denominator is comprised of the Company’s weighted-average number of outstanding BGC shares of common stock and, if dilutive, the weighted-average number of limited partnership interests and other contracts to issue shares of BGC common stock, including stock options and RSUs. The limited partnership interests generally are potentially exchangeable into shares of BGC Class A common stock (see Note 2—“Limited Partnership Interests”) and are entitled to remaining earnings after the deduction for the Preferred Distribution; as a result, they are included in the fully diluted EPS computation to the extent that the effect would be dilutive.

The following is the calculation of the Company’s fully diluted EPS (in thousands, except per share data):

	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Fully diluted (loss) earnings per share
Net income (loss) available to common stockholders	$	35,039	$	52,920	$	93,813	$	89,745
Allocations of net income (loss) to limited partnership interests, net of tax		15,406		28,952		45,389		48,761
Net income (loss) for fully diluted shares	$	50,445	$	81,872	$	139,202	$	138,506
Weighted-average shares:
Common stock outstanding		321,199		286,840		314,501		285,129
Partnership units¹		158,740		163,327		163,942		161,311
RSUs (Treasury stock method)		311		409		454		525
Other		1,211		1,281		1,296		1,382
Fully diluted weighted-average shares of common stock outstanding		481,461		451,857		480,193		448,347
Fully diluted earnings (loss) per share	$	0.10	$	0.18	$	0.29	$	0.31

¹	Partnership units collectively include founding/working partner units, limited partnership units, and Cantor units (see Note 2—“Limited Partnership Interests” for more information).

For the three months ended June 30, 2018 and 2017, respectively, approximately 5.6 thousand and 4.7 thousand potentially dilutive securities were excluded from the computation of fully diluted EPS, for being anti-dilutive. For the six months ended June 30, 2018 and 2017, respectively, approximately 0.2 million and 0.2 million potentially dilutive securities were excluded from the computation of fully diluted EPS, for being anti-dilutive.

For the three and six months ended June 30, 2018, respectively, there were approximately 17.0 million and 11.3 million of standalone BGC Holdings partnership units excluded from the fully diluted EPS computation because the conversion into Class A common stock is contingent on the Newmark spin-off (see Note 2—“Limited Partnership Interests” for further information on standalone BGC Holdings partnership units). Additionally, as of June 30, 2018 and 2017, respectively, approximately 2.4 million and 4.0 million shares of contingent Class A common stock and limited partnership units were excluded from the fully diluted EPS computations because the conditions for issuance had not been met by the end of the respective periods.