Earnings Per Share

12 Months Ended

Dec. 31, 2023

Basic Earnings Per Share:

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


	Year Ended December 31,
	2023		2022		2021
Basic earnings (loss) per share:
Net income (loss) available to common stockholders	$	36,265	$	48,712	$	124,007
Less: Dividends declared and allocation of undistributed earnings to participating securities	(2,195)		—		—
Net income (loss) attributable to common stockholders	34,070		48,712		124,007
Basic weighted-average shares of common stock outstanding	426,436		371,561		379,215
Basic earnings (loss) per share	$	0.08	$	0.13	$	0.33

Fully Diluted Earnings Per Share:

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


	Year Ended December 31,
	2023		2022		2021
Fully diluted earnings (loss) per share:
Net income (loss) from continuing operations attributable to common stockholders	$	34,070	$	48,712	$	124,007
Add back: Allocations of net income (loss) to limited partnership interests, net of tax	(156)		14,767		49,988
Add back: Allocations of undistributed earnings to participating securities	1,731		—		—
Less: Reallocation of undistributed earnings to participating securities	(1,702)		—		—
Net income (loss) for fully diluted shares	$	33,943	$	63,479	$	173,995
Weighted-average shares:
Common stock outstanding	426,436		371,561		379,215
Partnership units¹	57,239		124,738		155,356
Non-participating RSUs	1,406		1,913		4,074
Other2	4,908		1,202		1,375
Fully diluted weighted-average shares of common stock outstanding	489,989		499,414		540,020
Fully diluted earnings (loss) per share from continuing operations	$	0.07	$	0.13	$	0.32

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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).

2 Primarily consists of other contracts to issue shares of BGC common stock.

For the years ended December 31, 2023, 2022 and 2021, approximately 14.3 million, 0.5 million 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 the year ended December 31, 2023, included 12.7 million participating RSUs and 1.6 million participating restricted stock awards. Anti-dilutive securities for the year ended December 31, 2022 included 0.5 million RSUs. Anti-dilutive securities for the year ended December 31, 2021 included 0.1 million RSUs.

As of December 31, 2023, approximately 63.3 million shares of contingent shares of BGC Class A common stock, non-participating RSUs, and non-participating restricted stock awards were excluded from the fully diluted EPS computations because the conditions for issuance had not been met by the end of the period. As of December 31, 2022 and 2021, approximately 50.2 million and 36.4 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.

Contingent shares excluded from the calculation of EPS included: shares promised in connection with acquisition earnout consideration whereby the acquired entity or entities are required to achieve a stated performance target defined in their respective acquisition agreements; other contingent share obligations include agreements with terminated employees to deliver shares BGC Class A common stock over a set period of time post-termination in accordance with their respective partnership separation agreements; and non-participating RSUs and non-participating restricted stock awards which contain service conditions and/or performance conditions which have not been met during the period. When the service condition and/or performance condition has been met in the period, the securities are included in diluted EPS on the first day of the quarter in which the contingency was met.