Earnings Per Share

6 Months Ended

Jun. 30, 2022

U.S. GAAP guidance 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, LPUs and Cantor units (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings”).

Basic Earnings 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,
	2022		2021		2022		2021
Basic earnings (loss) per share:
Net income (loss) available to common stockholders	$	14,762	$	16,240	$	40,734	$	58,956
Basic weighted-average shares of common stock outstanding	375,613		384,902		371,988		379,639
Basic earnings (loss) per share	$	0.04	$	0.04	$	0.11	$	0.16

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 comprises the Company’s weighted-average number of outstanding BGC shares of common stock, including contingent shares of BGC common stock, and, if dilutive, the weighted-average number of limited partnership interests, including contingent units of BGC Holdings, 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.

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,
	2022		2021		2022		2021
Fully diluted earnings (loss) per share
Net income (loss) available to common stockholders	$	14,762	$	16,240	$	40,734	$	58,956
Allocations of net income (loss) to limited partnership interests, net of tax	4,948		7,020		12,614		26,007
Net income (loss) for fully diluted shares	$	19,710	$	23,260	$	53,348	$	84,963
Weighted-average shares:
Common stock outstanding	375,613		384,902		371,988		379,639
Partnership units¹	129,163		173,606		129,420		175,849
RSUs (Treasury stock method)	1,188		4,141		2,084		3,475
Other	1,041		1,274		1,117		1,247
Fully diluted weighted-average shares of common stock outstanding	507,005		563,923		504,609		560,210
Fully diluted earnings (loss) per share	$	0.04	$	0.04	$	0.11	$	0.15

____________________________

1Partnership 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 six months ended June 30, 2022, 1.8 million and 0.5 million of potentially dilutive securities, respectively, were excluded from the computation of fully diluted EPS because their effect would have been anti-dilutive. Anti-dilutive securities for both the three and six months ended June 30, 2022, comprised RSUs. For the three and six months ended June 30, 2021, 31 thousand and 0.1 million of potentially dilutive securities, respectively, were excluded from the computation of fully diluted EPS because their effect would have been anti-dilutive. Anti-dilutive securities for both the three and six months ended June 30, 2021, comprised RSUs.

As of June 30, 2022 and 2021, approximately 41.9 million and 31.4 million shares, respectively, of contingent shares of BGC Class A common stock, N units, RSUs, and LPUs were excluded from the fully diluted EPS computations because the conditions for issuance had not been met by the end of the respective periods.