Earnings Per Share

9 Months Ended

Sep. 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 September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Basic earnings (loss) per share:
Net income (loss) available to common stockholders	$	5,762	$	(11,402)	$	46,496	$	47,554
Basic weighted-average shares of common stock outstanding	371,108		387,121		371,692		382,161
Basic earnings (loss) per share	$	0.02	$	(0.03)	$	0.13	$	0.12

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 shares of BGC 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 September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Fully diluted earnings (loss) per share
Net income (loss) available to common stockholders	$	5,762	$	(11,402)	$	46,496	$	47,554
Allocations of net income (loss) to limited partnership interests, net of tax	1,608		—		14,222		8,479
Net income (loss) for fully diluted shares	$	7,370	$	(11,402)	$	60,718	$	56,033
Weighted-average shares:
Common stock outstanding	371,108		387,121		371,692		382,161
Partnership units¹	122,734		—		127,167		64,846
RSUs (Treasury stock method)	1,770		—		1,897		3,723
Other	1,373		—		1,202		1,353
Fully diluted weighted-average shares of common stock outstanding	496,985		387,121		501,958		452,083
Fully diluted earnings (loss) per share	$	0.01	$	(0.03)	$	0.12	$	0.12

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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 nine months ended September 30, 2022, 0.6 million and 0.7 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 nine months ended September 30, 2022, comprised RSUs. For the three and nine months ended September 30, 2021, 143.5 million and 98.2 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 the three months ended September 30, 2021 included 137.6 million limited partnership interests and 5.9 million other contracts to issue shares of BGC common stock, including RSUs. Anti-dilutive securities for the nine months ended September 30, 2021 included 98.1 million limited partnership interests and 0.1 million RSUs.

As of September 30, 2022 and 2021, approximately 47.3 million and 37.5 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.