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Earnings Per Share and Weighted-Average Shares Outstanding
9 Months Ended
Sep. 30, 2019
Earnings Per Share [Abstract]  
Earnings Per Share and Weighted-Average Shares Outstanding

(5)

Earnings Per Share and Weighted-Average Shares Outstanding

U.S. GAAP guidance—Earnings Per Share provides guidance on the computation and presentation of earnings per share (“EPS”). Basic EPS excludes dilution and is computed by dividing net income 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 is allocated to Newmark’s outstanding common stock, FPUs, limited partnership units, and Cantor units (See Note 2 — “Limited Partnership Interests”). In addition, in relation to the Newmark OpCo Preferred Investment, the EPUs issued in June 2018 and September 2018 are entitled to a preferred payable-in-kind dividend which is recorded as accretion to the carrying amount of the EPUs and is a reduction to net income available to common stockholders for the calculation of Newmark’s basic earnings per share and fully diluted earnings per share.

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

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Basic earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income available to common

   stockholders (1)

 

$

85,475

 

 

$

66,563

 

 

$

118,599

 

 

$

87,107

 

Basic weighted-average shares of common

   stock outstanding

 

 

177,020

 

 

 

155,152

 

 

 

178,122

 

 

 

155,348

 

Basic earnings per share

 

$

0.48

 

 

$

0.43

 

 

$

0.67

 

 

$

0.56

 

 

 

(1)

Includes a reduction for dividends on preferred stock or units in the amount of $3.2 million and $1.7 million for the three months ended September 30, 2019 and 2018, respectively, and $9.7 million and $1.9 million for the nine months ended September 30, 2019 and 2018, respectively.

 

Fully diluted EPS is calculated utilizing net income available to common stockholders plus net income allocations to the limited partnership interests in Newmark Holdings as the numerator. The denominator comprises Newmark’s weighted-average number of outstanding shares of Newmark common stock to the extent the related units are dilutive and, if dilutive, the weighted-average number of limited partnership interests and other contracts to issue shares of common stock and RSUs. The limited partnership interests generally are potentially exchangeable into shares of Newmark Class A common stock and are entitled to remaining 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 Newmark’s fully diluted EPS (in thousands, except per share data):

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Fully diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income available to common stockholders

 

$

85,475

 

 

$

66,563

 

 

$

118,599

 

 

$

87,107

 

Allocations of net income to limited partnership

   interests in Newmark Holdings, net of tax

 

 

14,025

 

 

 

13,475

 

 

 

3,780

 

 

 

17,473

 

Net income for fully diluted shares

 

$

99,500

 

 

$

80,038

 

 

$

122,379

 

 

$

104,580

 

Weighted-average shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock outstanding

 

 

177,020

 

 

 

155,152

 

 

 

178,122

 

 

 

155,348

 

Partnership units (1)

 

 

28,466

 

 

 

29,126

 

 

 

5,661

 

 

 

29,356

 

RSUs

 

 

786

 

 

 

157

 

 

 

1,231

 

 

 

196

 

Other

 

 

344

 

 

 

699

 

 

 

399

 

 

 

659

 

Fully diluted weighted-average

   shares of common stock outstanding

 

 

206,616

 

 

 

185,134

 

 

 

185,413

 

 

 

185,559

 

Fully diluted earnings per share

 

$

0.48

 

 

$

0.43

 

 

$

0.66

 

 

$

0.56

 

 

(1) 

Partnership units collectively include founding/working partner units, limited partnership units, and Cantor units (See Note 2 Limited Partnership Interests for more information).

For the three and nine months ended September 30, 2019, 61.8 million and 85.4 million potentially dilutive securities, respectfully, 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, 2019 included 61.7 million limited partnership interests and 0.1 million RSUs. Anti-dilutive securities for the nine months ended September 30, 2019 included 84.9 million limited partnership interests and 0.5 million RSUs. For the three and nine months ended September 30, 2018, there were approximately 77.4 million and 70.7 million potentially dilutive securities, respectfully, 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, 2018 were substantially all limited partnership interests. Anti-dilutive securities for the nine months ended September 30, 2018 included 70.5 million limited partnership units and 0.2 million RSUs.