XML 51 R37.htm IDEA: XBRL DOCUMENT v3.22.4
Schedule I - Parent Company Only Financial Statements
 12 Months Ended
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule I - Parent Company Only Financial Statements
BGC PARTNERS, INC.
(Parent Company Only)
STATEMENTS OF FINANCIAL CONDITION
(in thousands, except share and per share data)
 December 31, 2022December 31, 2021
Assets
Cash and cash equivalents$49 $31 
Investments in subsidiaries592,571 568,961 
Receivables from related parties9,160 10,038 
Notes receivable from related parties1,045,966 1,043,189 
Other assets91,654 70,261 
Total assets$1,739,400 $1,692,480 
Liabilities and Stockholders’ Equity
Accounts payable, accrued and other liabilities$23,789 $29,539 
Notes payable and other borrowings1,045,966 1,043,189 
Total liabilities1,069,755 1,072,728 
Commitments and contingencies (Note 2)
Total stockholders’ equity669,645 619,752 
Total liabilities and stockholders’ equity$1,739,400 $1,692,480 
See accompanying Notes to Financial Statements.
BGC PARTNERS, INC.
(Parent Company Only)
STATEMENTS OF OPERATIONS
(in thousands, except per share data)
 Year Ended December 31,
 202220212020
Revenues:   
Other revenues$263 $552 $450 
Interest and dividend income53,652 60,772 65,762 
Total revenue53,915 61,324 66,212 
Expenses:
Interest expense53,652 60,772 65,762 
Total expenses53,652 60,772 65,762 
Income from operations before income taxes263 552 450 
Equity income (loss) of subsidiaries42,207 114,971 38,030 
Provision (benefit) for income taxes(6,242)(8,484)(6,582)
Net income available to common stockholders$48,712 $124,007 $45,062 
Per share data:
Basic earnings (loss) per share
Net income available to common stockholders$48,712 $124,007 $45,062 
Basic earnings (loss) per share$0.13 $0.33 $0.12 
Basic weighted-average shares of common stock outstanding371,561 379,215 361,736 
Fully diluted earnings (loss) per share
Net income (loss) for fully diluted shares$63,479 $173,995 $64,787 
Fully diluted earnings (loss) per share $0.13 $0.32 $0.12 
Fully diluted weighted-average shares of common stock outstanding499,414 540,020 546,848 
See accompanying Notes to Financial Statements.
BGC PARTNERS, INC.
(Parent Company Only)
STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
 Year Ended December 31,
 202220212020
Net income available to common stockholders$48,712 $124,007 $45,062 
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments(4,883)(11,853)5,382 
Benefit plans— 235 (1,210)
Total other comprehensive (loss) income, net of tax(4,883)(11,618)4,172 
Comprehensive income attributable to common stockholders$43,829 $112,389 $49,234 
See accompanying Notes to Financial Statements.
BGC PARTNERS, INC.
(Parent Company Only)
STATEMENTS OF CASH FLOWS
(in thousands)
 Year Ended December 31,
 202220212020
CASH FLOWS FROM OPERATING ACTIVITIES:   
Net income available to common stockholders$48,712 $124,007 $45,062 
Adjustments to reconcile net income to net cash used in operating activities:
Amortization of deferred financing costs2,801 3,592 4,188 
Equity (income) loss of subsidiaries(48,712)(114,971)(38,030)
Deferred tax (benefit) expense(20,341)(6,404)(13,585)
Decrease (increase) in operating assets:
Investments in subsidiaries55,706 335,295 (11,480)
Receivables from related parties878 (7,280)1,241 
Note receivable from related party(2,801)251,312 (187,069)
Other assets(1,052)1,769 887 
(Decrease) increase in operating liabilities:
Accounts payable, accrued and other liabilities(5,750)(21,459)14,295 
Net cash used in operating activities29,441 565,861 (184,491)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities— — — 
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends to stockholders(14,859)(15,098)(60,440)
Repurchase of Class A common stock(103,888)(365,398)(5)
Issuance of senior notes, net of deferred issuance costs— — 294,396 
Repayments of senior notes— (256,032)(43,968)
Unsecured revolving credit agreement borrows— 300,000 230,000 
Unsecured revolving credit agreement repayments— (300,000)(300,000)
Distributions from subsidiaries89,234 70,602 61,972 
Proceeds from offering of Class A common stock, net90 72 2,516 
Net cash provided by financing activities(29,423)(565,854)184,471 
Net increase (decrease) in cash and cash equivalents18 7 (20)
Cash and cash equivalents at beginning of period31 24 44 
Cash and cash equivalents at end of period$49 $31 $24 
Supplemental cash information:
Cash paid (refund) during the period for taxes$5,269 $(157)$(5,919)
Cash paid during the period for interest49,375 59,018 60,594 
Supplemental non-cash information:
Issuance of Class A common stock upon exchange of limited partnership interests
$34,889 $157,547 $11,388 
Issuance of Class A and contingent Class A common stock and limited partnership interests for acquisitions
2,710 1,160 1,578 
See accompanying Notes to Financial Statements.
Organization and Basis of Presentation
The accompanying Parent Company Only Financial Statements of BGC Partners should be read in conjunction with the Consolidated Financial Statements of BGC Partners and subsidiaries and the notes thereto.
For the year ended December 31, 2022, the Company declared and paid cash dividends of $0.04 per share to BGC Class A and Class B common stockholders. For the year ended December 31, 2021 and 2020, the comparable cash dividend amounts were $0.04 per share and $0.17 per share, respectively. 
Commitments, Contingencies and Guarantees
On May 31, 2017, the Company entered into a $29.9 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan. This arrangement is guaranteed by the Parent Company and incurred interest at a fixed rate of 3.44% per year and matured on May 31, 2021; therefore, there were no borrowings outstanding as of December 31, 2022 and 2021. The Company did not record any interest expense related to this arrangement for the year ended December 31, 2022. The Company recorded interest expense related to this secured loan arrangement of $40 thousand and $0.3 million for the years ended December 31, 2021 and 2020, respectively.
On April 8, 2019, the Company entered into a $15.0 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan. This arrangement is guaranteed by the Parent Company and incurs interest at a fixed rate of 3.77% and matures on April 8, 2023. As of December 31, 2022 and December 31, 2021, the Company had $2.0 million and $5.9 million, respectively, outstanding related to this secured loan arrangement. The book value of the fixed assets pledged as of December 31, 2022 and 2021 was $10 thousand and $0.1 million, respectively. The Company recorded interest expense related to this secured loan arrangement of $0.1 million, $0.3 million and $0.4 million for the years ended December 31, 2022, 2021 and 2020, respectively.
On April 19, 2019, the Company entered into a $10.0 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan. This arrangement is guaranteed by the Parent Company and incurs interest at a fixed rate of 3.89% and matures on April 19, 2023. As of December 31, 2022 and December 31, 2021, the Company had $1.3 million and $3.8 million, respectively, outstanding related to this secured loan arrangement. The book value of the fixed assets pledged as of December 31, 2022 and 2021 was $0.3 million and $1.0 million, respectively. The Company recorded interest expense related to this secured loan arrangement of $0.1 million, $0.2 million and $0.3 million for the years ended December 31, 2022, 2021 and 2020, respectively.
Unsecured Senior Revolving Credit Agreement
On November 28, 2018, the Company entered into the Revolving Credit Agreement with Bank of America, N.A., as administrative agent, and a syndicate of lenders, which replaced the existing committed unsecured senior revolving credit agreement. The maturity date of the Revolving Credit Agreement was November 28, 2020, and the maximum revolving loan balance was $350.0 million. Borrowings under this Revolving Credit Agreement bore interest at either LIBOR or a defined base rate plus additional margin. On December 11, 2019, the Company entered into an amendment to the Revolving Credit Agreement. Pursuant to the amendment, the maturity date was extended to February 26, 2021. On February 26, 2020, the Company entered into a second amendment to the Revolving Credit Agreement, pursuant to which, the maturity date was extended by two years to February 26, 2023. There was no change to the interest rate or the maximum revolving loan balance. On November 1, 2021, the Company repaid in full the $300.0 million borrowings outstanding under the Revolving Credit Agreement. As of both December 31, 2022 and 2021, there were no borrowings outstanding under the Revolving Credit Agreement. The average interest rate on the outstanding borrowings was 0.00% and 2.09% for the years ended December 31, 2022 and 2021, respectively. The Company recorded interest expense related to the Revolving Credit Agreement of $2.3 million, $3.6 million and $5.3 million for the years ended December 31, 2022, 2021 and 2020, respectively.
5.125% Senior Notes
On May 27, 2016, the Company issued an aggregate of $300.0 million principal amount of 5.125% Senior Notes, which matured on May 27, 2021. The 5.125% Senior Notes were general senior unsecured obligations of the Company. The 5.125% Senior Notes bore interest at a rate of 5.125% per year, payable in cash on May 27 and November 27 of each year,
commencing November 27, 2016 and ending on the maturity date. Prior to maturity, on August 5, 2020, the Company commenced a cash tender offer for any and all $300.0 million outstanding aggregate principal amount of its 5.125% Senior Notes. On August 11, 2020, the Company’s cash tender offer expired at 5:00 p.m., New York City time. As of the expiration time, $44.0 million aggregate principal amount of the 5.125% Senior Notes were validly tendered. These notes were redeemed on the settlement date of August 14, 2020. On May 27, 2021, BGC repaid the remaining $256.0 million principal plus accrued interest on its 5.125% Senior Notes. The Company did not record any interest expense related to the 5.125% Senior Notes for the year ended December 31, 2022. The Company recorded interest expense related to the 5.125% Senior Notes of $5.8 million and $16.3 million for the years ended December 31, 2021 and 2020, respectively.
5.375% Senior Notes
On July 24, 2018, the Company issued an aggregate of $450.0 million principal amount of 5.375% Senior Notes. The 5.375% Senior Notes are general senior unsecured obligations of the Company. The 5.375% Senior Notes bear interest at a rate of 5.375% per year, payable in cash on January 24 and July 24 of each year, commencing January 24, 2019. The 5.375% Senior Notes will mature on July 24, 2023. The Company may redeem some or all of the 5.375% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the Indenture related to the 5.375% Senior Notes). If a “Change of Control Triggering Event” (as defined in the Indenture) occurs, holders may require the Company to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date. The initial carrying value of the 5.375% Senior Notes was $444.2 million, net of the discount and debt issuance costs of $5.8 million. The issuance costs are amortized as interest expense and the carrying value of the 5.375% Senior Notes will accrete up to the face amount over the term of the notes. The carrying value of the 5.375% Senior Notes as of December 31, 2022 was $449.2 million. The Company recorded interest expense related to the 5.375% Senior Notes of $25.5 million, $25.5 million and $25.5 million for the years ended December 31, 2022, 2021 and 2020, respectively.
3.750% Senior Notes
On September 27, 2019, the Company issued an aggregate of $300.0 million principal amount of 3.750% Senior Notes. The 3.750% Senior Notes are general unsecured obligations of the Company. The 3.750% Senior Notes bear interest at a rate of 3.750% per year, payable in cash on April 1 and October 1 of each year, commencing April 1, 2020. The 3.750% Senior Notes will mature on October 1, 2024. The Company may redeem some or all of the 3.750% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the Indenture). If a “Change of Control Triggering Event” (as defined in the Indenture) occurs, holders may require the Company to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date. The initial carrying value of the 3.750% Senior Notes was $296.1 million, net of discount and debt issuance costs of $3.9 million. The issuance costs will be amortized as interest expense and the carrying value of the 3.750% Senior Notes will accrete up to the face amount over the term of the notes. The carrying value of the 3.750% Senior Notes was $298.6 million as of December 31, 2022. The Company recorded interest expense related to the 3.750% Senior Notes of $12.1 million, $12.1 million and $12.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.
4.375% Senior Notes
On July 10, 2020, the Company issued an aggregate of $300.0 million principal amount of 4.375% Senior Notes. The 4.375% Senior Notes are general unsecured obligations of the Company. The 4.375% Senior Notes bear interest at a rate of 4.375% per year, payable in cash on June 15 and December 15 of each year, commencing December 15, 2020. The 4.375% Senior Notes will mature on December 15, 2025. The Company may redeem some or all of the 4.375% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices. If a “Change of Control Triggering Event” occurs, holders may require the Company to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date. The initial carrying value of the 4.375% Senior Notes was $296.8 million, net of discount and debt issuance costs of $3.2 million. The issuance costs will be amortized as interest expense, and the carrying value of the 4.375% Senior Notes will accrete up to the face amount over the term of the notes. The carrying value of the 4.375% Senior Notes was $298.2 million as of December 31, 2022. The Company recorded interest expense related to the 4.375% Senior Notes of $13.8 million, $13.8 million, and $6.5 million for the years ended December 31, 2022, 2021 and 2020, respectively.