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Earnings Per Share
9 Months Ended
Sep. 30, 2019
Earnings Per Share [Abstract]  
Earnings Per Share

5.

Earnings Per Share

U.S. GAAP guidance on 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, LPUs and Cantor units (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings”). In addition, in relation to the Newmark OpCo Preferred Investment, the EPUs issued by Newmark OpCo in June 2018 and September 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 from discontinued operations.

Basic Earnings Per Share:

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

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Basic earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) from continuing operations available to common stockholders

$

(3,529

)

 

$

31,610

 

 

$

71,950

 

 

$

95,609

 

Net income (loss) from discontinued operations available to common stockholders1

 

 

 

 

87,254

 

 

 

 

 

 

117,068

 

Net income (loss) available to common stockholders

$

(3,529

)

 

$

118,864

 

 

$

71,950

 

 

$

212,677

 

Basic weighted-average shares of common stock

   outstanding

 

346,060

 

 

 

327,932

 

 

 

341,940

 

 

 

319,027

 

Continuing operations

$

(0.01

)

 

$

0.10

 

 

$

0.21

 

 

$

0.30

 

Discontinued operations

 

 

 

 

0.26

 

 

 

 

 

 

0.37

 

Basic earnings (loss) per share

$

(0.01

)

 

$

0.36

 

 

$

0.21

 

 

$

0.67

 

 

1In accordance with ASC 260, includes a reduction for dividends on preferred stock or units.

Fully Diluted Earnings Per Share:

Fully diluted EPS is calculated utilizing net income (loss) available to common stockholders plus net income allocations to the limited partnership interests 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 RSUs. The limited partnership interests generally are potentially exchangeable into shares of BGC Class A common stock (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings”) and are entitled to their pro-rata share of 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.

Continuing Operations

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

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Fully diluted (loss) earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) from continuing operations available

   to common stockholders

$

(3,529

)

 

$

31,610

 

 

$

71,950

 

 

$

95,609

 

Allocations of net income (loss) to limited partnership interests, net of tax

 

 

 

 

13,098

 

 

 

36,428

 

 

 

 

Net income (loss) for fully diluted shares

$

(3,529

)

 

$

44,708

 

 

$

108,378

 

 

$

95,609

 

Weighted-average shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock outstanding

 

346,060

 

 

 

327,932

 

 

 

341,940

 

 

 

319,027

 

Partnership units1

 

 

 

 

107,555

 

 

 

178,971

 

 

 

 

RSUs (Treasury stock method)

 

 

 

 

300

 

 

 

938

 

 

 

412

 

Other

 

 

 

 

1,300

 

 

 

1,369

 

 

 

1,298

 

Fully diluted weighted-average shares of

   common stock outstanding

 

346,060

 

 

 

437,087

 

 

 

523,218

 

 

 

320,737

 

Fully diluted earnings (loss) per share from continuing operations

$

(0.01

)

 

$

0.10

 

 

$

0.21

 

 

$

0.30

 

 

1

Partnership units collectively include FPUs, LPUs, and Cantor units (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” for more information).

For the three and nine months ended September 30, 2019, 182.7 million and 0.5 million potentially dilutive securities, respectively, were excluded from the computation of fully diluted EPS from continuing operations because their effect would have been anti-dilutive. Anti-dilutive securities for the three months ended September 30, 2019, included 180.5 million limited partnership interests and 2.2 million other contracts to issue shares of BGC common stock, including RSUs. Anti-dilutive securities for the nine months ended September 30, 2019, comprised RSUs. For the three and nine months ended September 30, 2018, there were approximately 50.6 million and 162.1 million potentially dilutive securities, respectively, excluded from the computation of fully diluted EPS from continuing operations because their effect would have been anti-dilutive. Anti-dilutive securities for the three months ended September 30, 2018, were substantially all limited partnership interests. Anti-dilutive securities for the nine months ended September 30, 2018 included 162.0 million limited partnership interests and 0.1 million RSUs.

Discontinued Operations

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

 

Three Months Ended September 30, 2018

 

 

Nine Months Ended September 30, 2018

 

Fully diluted (loss) earnings per share

 

 

 

 

 

 

 

Net income (loss) from discontinued operations available

   to common stockholders1

$

87,254

 

 

$

117,068

 

Allocations of net income (loss) to limited partnership interests, net of tax

 

21,648

 

 

 

 

Net income (loss) for fully diluted shares

$

108,902

 

 

$

117,068

 

Weighted-average shares:

 

 

 

 

 

 

 

Common stock outstanding

 

327,932

 

 

 

319,027

 

Partnership units2

 

107,555

 

 

 

 

RSUs (Treasury stock method)

 

300

 

 

 

412

 

Other

 

1,300

 

 

 

1,298

 

Fully diluted weighted-average shares of

   common stock outstanding

 

437,087

 

 

 

320,737

 

Fully diluted earnings (loss) per share from discontinued operations

$

0.25

 

 

$

0.36

 

 

1

In accordance with ASC 260, includes a reduction for dividends on preferred stock or units.

2

Partnership units collectively include FPUs, LPUs, and Cantor units (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” for more information).

For the three and nine months ended September 30, 2018, there were approximately 50.6 million and 162.1 million potentially dilutive securities, respectively, excluded from the computation of fully diluted EPS from discontinued operations because their effect would have been anti-dilutive. Anti-dilutive securities for the three months ended September 30, 2018, were substantially all limited partnership interests. Anti-dilutive securities for the nine months ended September 30, 2018 included 162.0 million limited partnership interests and 0.1 million RSUs.

For the three and nine months ended September 30, 2019 there were no standalone BGC Holdings partnership units excluded from the fully diluted EPS weighted-average computation from continuing and discontinued operations (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” for further information on standalone BGC Holdings partnership units). For the three and nine months ended September 30, 2018, there were 20.1 million and 14.3 million, respectively, of standalone BGC Holdings partnership units excluded from the fully diluted EPS weighted-average computation from continuing and discontinued operations because the conversion into BGC Class A common stock was contingent on the Newmark Spin-Off. Additionally, as of September 30, 2019 and 2018, approximately 15.3 million and 7.9 million shares, respectively, of contingent BGC Class A common stock and LPUs were excluded from the fully diluted EPS computations from continuing and discontinued operations because the conditions for issuance had not been met by the end of the respective periods.