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Discontinued Operations
9 Months Ended
Sep. 30, 2019
Newmark [Member]  
Discontinued Operations

25.

Discontinued Operations

On November 30, 2018, the Company completed the Spin-Off of Newmark, and distributed to its stockholders all of the shares of Newmark Class A common stock and Newmark Class B common stock that the Company then owned in a manner that is intended to qualify as generally tax-free for U.S. federal income tax purposes. The shares of Newmark Class A common stock held by the Company were distributed to the holders of shares of BGC Class A common stock, and the shares of Newmark Class B common stock held by the Company were distributed to the holders of shares of BGC Class B common stock. Therefore, the Company no longer consolidates Newmark within its financial results subsequent to the Spin-Off.

The Company has determined that the Spin-Off met the criteria for reporting the financial results of Newmark as discontinued operations within BGC’s consolidated results for all periods through the November 30, 2018 Distribution Date. Newmark’s results are presented in “Consolidated net income (loss) from discontinued operations, net of tax” and the related noncontrolling interest in Newmark and its subsidiaries is presented in “Net income (loss) from discontinued operations attributable to noncontrolling interest in subsidiaries” in the Company’s unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2018.

The following table provides the components of consolidated net income (loss) from discontinued operations, net of tax and net income (loss) from discontinued operations attributable to noncontrolling interest in subsidiaries:

 

 

 

Three Months Ended September 30, 2018

 

 

Nine Months Ended September 30, 2018

 

Revenues:

 

 

 

 

 

 

 

 

Commissions

 

$

319,349

 

 

$

859,924

 

Gains from mortgage banking activities/originations, net

 

 

51,972

 

 

 

132,764

 

Real estate management and other services

 

 

101,881

 

 

 

305,880

 

Servicing fees

 

 

34,948

 

 

 

96,207

 

Fees from related parties

 

 

307

 

 

 

935

 

Interest income

 

 

13,076

 

 

 

26,575

 

Other revenues

 

 

79

 

 

 

232

 

Total revenues

 

 

521,612

 

 

 

1,422,517

 

Expenses:

 

 

 

 

 

 

 

 

Compensation and employee benefits

 

 

293,639

 

 

 

826,300

 

Equity-based compensation and allocations of net income to

   limited partnership units and FPUs

 

 

35,669

 

 

 

118,538

 

Total compensation and employee benefits

 

 

329,308

 

 

 

944,838

 

Occupancy and equipment

 

 

19,045

 

 

 

54,745

 

Fees to related parties

 

 

4,099

 

 

 

11,817

 

Professional and consulting fees

 

 

11,162

 

 

 

26,252

 

Communications

 

 

2,615

 

 

 

9,480

 

Selling and promotion

 

 

14,704

 

 

 

43,373

 

Commissions and floor brokerage

 

 

300

 

 

 

758

 

Interest expense

 

 

22,750

 

 

 

57,933

 

Other expenses

 

 

54,824

 

 

 

157,836

 

Total expenses

 

 

458,807

 

 

 

1,307,032

 

Other income (losses), net:

 

 

 

 

 

 

 

 

Gains (losses) on equity method investments

 

 

17

 

 

 

5,037

 

Other income (loss)

 

 

93,653

 

 

 

93,893

 

Total other income (losses), net

 

 

93,670

 

 

 

98,930

 

Income (loss) from operations before income taxes

 

 

156,475

 

 

 

214,415

 

Provision (benefit) for income taxes

 

 

33,737

 

 

 

49,287

 

Consolidated net income (loss) from discontinued operations, net of tax

 

 

122,738

 

 

 

165,128

 

Less: Net income (loss) from discontinued operations attributable

   to noncontrolling interest in subsidiaries

 

 

34,062

 

 

 

46,473

 

Net income (loss) from discontinued operations available to

   common stockholders

 

$

88,676

 

 

$

118,655

 

 

Total net cash used in operating activities from discontinued operations was $280.5 million for the nine months ended September 30, 2018. Total net cash used in investing activities from discontinued operations was $12.2 million for the nine months ended September 30, 2018.

 

During the three months ended September 30, 2018, exchangeability was granted on 0.9 million and 0.5 million LPUs in BGC Holdings and Newmark Holdings, respectively, held by Newmark employees, for which Newmark incurred compensation expense of $12.2 million. During the nine months ended September 30, 2018, exchangeability was granted on 7.7 million and 3.9 million LPUs in BGC Holdings and Newmark Holdings, respectively, held by Newmark employees, for which Newmark incurred compensation expense of $94.3 million.   This expense was recorded as part of “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the table above, and are included in “Consolidated net income (loss) from discontinued operations, net of tax” in the Company’s unaudited condensed consolidated statements of operations.

Certain LPUs and FPUs generally receive quarterly allocations of net income, which are cash distributed on a quarterly basis and generally contingent upon services provided by the unit holder. Newmark’s allocation of income to Newmark Holdings LPUs and FPUs held by Newmark employees was $23.7 million and $30.6 million for the three and nine months ended September 30, 2018. This expense was recorded as part of “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the table above, and is included in “Consolidated net income (loss) from discontinued operations, net of tax” in the Company’s unaudited condensed consolidated statements of operations.

In connection with the Separation, on December 13, 2017, Newmark OpCo assumed all of BGC U.S. OpCo’s rights and obligations under the 2042 Promissory Note in relation to the 8.125% Senior Notes and the 2019 Promissory Note in relation to the 5.375% Senior Notes. Newmark repaid the $112.5 million outstanding principal amount under the 2042 Promissory Note on September 5, 2018, and repaid the $300.0 million outstanding principal amount under the 2019 Promissory Note on November 23, 2018. In addition, as part of the Separation, Newmark assumed the obligations of BGC as borrower under the Term Loan and Converted Term Loan. Newmark repaid the outstanding balance of the Term Loan as of March 31, 2018, and repaid the outstanding balance of the Converted Term Loan as of November 6, 2018. For the three and nine months ended September 30, 2018, $17.5 million and $42.3 million, respectively, of interest expense on the obligations assumed as part of the Separation, were included as part of discontinued operations in the table above.  In addition, on March 19, 2018, the Company borrowed $150.0 million under the BGC Credit Agreement from Cantor, and loaned Newmark $150.0 million under the Intercompany Credit Agreement on the same day. All borrowings outstanding under the Intercompany Credit Agreement were repaid as of November 7, 2018. The interest expense for the three and nine months ended September 30, 2018 related to the $150.0 million borrowed under the BGC Credit Agreement was $1.3 million and $3.5 million, respectively, and were allocated to discontinued operations in the table above.