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Stock Transactions and Unit Redemptions | 3 Months Ended
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Mar. 31, 2019
Equity [Abstract] |
Stock Transactions and Unit Redemptions |
6. | Stock Transactions and Unit Redemptions
Class A Common Stock Changes in shares of the Company’s Class A common stock outstanding for the three months ended March 31, 2019 and 2018 were as follows:
| Three Months Ended March 31, |
| 2019 |  |  | 2018 |
Shares outstanding at beginning of period |  | 291,474,768 |  |  |  | 256,968,372 |
Share issuances: |  |  |  |  |  |  |
Redemptions/Exchanges of limited partnership interests1 |  | 1,820,588 |  |  |  | 2,787,190 |
Vesting of restricted stock units (RSUs) |  | 240,335 |  |  |  | 280,884 |
Acquisition related issuances |  | 18,217 |  |  |  | 317,096 |
Other issuances of Class A common stock |  | 61,642 |  |  |  | 22,644 |
Issuance of Class A common stock for general corporate purposes |  | — |  |  |  | 17,923,714 |
Deferred stock awards |  | — |  |  |  | 979,344 |
Treasury stock repurchases |  | (233,172 | ) |  |  | — |
Shares outstanding at end of period |  | 293,382,378 |  |  |  | 279,279,244 |
1 | Because limited partnership units are included in the Company’s fully diluted share count, if dilutive, redemptions or exchanges in connection with the issuance of Class A common shares would not impact the fully diluted number of shares and units outstanding.
Class B Common Stock The Company did not issue any shares of Class B common stock during the three months ended March 31, 2019 and 2018. As of March 31, 2019 and December 31, 2018, there were 45,884,380 shares of the Company’s Class B common stock outstanding. Controlled Equity Offering On April 12, 2017, the Company entered into a controlled equity offering (“CEO”) sales agreement with CF&Co (the “April 2017 Sales Agreement”), pursuant to which the Company may offer and sell up to an aggregate of 20 million shares of Class A common stock. Shares of the Company’s Class A common stock sold under this CEO sales agreement were used for redemptions of limited partnership interests in BGC Holdings and Newmark Holdings, as well as for general corporate purposes. CF&Co is a wholly owned subsidiary of Cantor and an affiliate of the Company. Under this agreement, the Company has agreed to pay CF&Co 2% of the gross proceeds from the sale of shares. As of March 31, 2018, the Company had sold all 20 million shares of Class A common stock under the April 2017 Sales Agreement. On March 9, 2018, the Company entered into a new CEO sales agreement with CF&Co (the “March 2018 Sales Agreement”), pursuant to which the Company may offer and sell up to an aggregate of $300.0 million of shares of Class A common stock. Proceeds from shares of the Company’s Class A common stock sold under this CEO sales agreement may be used for redemptions of limited partnership interests in BGC Holdings and Newmark Holdings, as well as for general corporate purposes, including acquisitions and the repayment of debt. Under this agreement, the Company and Cantor have agreed to the same terms as stated above. As of March 31, 2019, the Company has sold 17,401,431 shares of Class A common stock (or $209.8 million) under the March 2018 Sales Agreement. For additional information on the Company’s CEO sales agreements, see Note 13—“Related Party Transactions.” Unit Redemptions and Share Repurchase Program The Company’s Board of Directors and Audit Committee have authorized repurchases of the Company’s Class A common stock and redemptions of limited partnership interests or other equity interests in the Company’s subsidiaries. On August 1, 2018, the Company’s Board of Directors and Audit Committee increased the BGC Partners share repurchase and unit redemption authorization to $300.0 million, which may include purchases from Cantor, its partners or employees or other affiliated persons or entities. As of March 31, 2019, the Company had approximately $257.8 million remaining from its share repurchase and unit redemption authorization. From time to time, the Company may actively continue to repurchase shares and/or redeem units. The table below represents the gross unit redemptions and share repurchases of the Company’s Class A common stock during the three months ended March 31, 2019:
Period |  | Total Number of Units Redeemed or Shares Repurchased |  |  | Average Price Paid per Unit or Share |  |  | Approximate Dollar Value of Units and Shares That May Yet Be Redeemed/ Purchased Under the Plan |
Redemptions1 |  |  |  |  |  |  |  |  |  |  |  |
January 1, 2019—March 31, 2019 |  |  | 1,202,948 |  |  | $ | 6.00 |  |  |  |  |
Repurchases2 |  |  |  |  |  |  |  |  |  |  |  |
January 1, 2019—January 31, 2019 |  |  | — |  |  | $ | — |  |  |  |  |
February 1, 2019—February 28, 2019 |  |  | — |  |  |  | — |  |  |  |  |
March 1, 2019—March 31, 2019 |  |  | 233,172 |  |  |  | 5.30 |  |  |  |  |
Total Repurchases |  |  | 233,172 |  |  |  | 5.30 |  |  |  |  |
Total Redemptions and Repurchases |  |  | 1,436,120 |  |  | $ | 5.88 |  |  | $ | 257,796,140 |
1 | During the three months ended March 31, 2019, the Company redeemed approximately 1.2 million limited partnership units at an aggregate redemption price of approximately $7.2 million for an average price of $6.00 per unit and approximately 2.3 thousand FPUs at an aggregate redemption price of approximately $14.1 thousand for an average price of $6.11 per unit. During the three months ended March 31, 2018, the Company redeemed approximately 1.7 million limited partnership units at an aggregate redemption price of approximately $24.6 million for an average price of $14.34 per unit and approximately 5 thousand FPUs at an aggregate redemption price of approximately $74 thousand for an average price of $13.67 per unit. Of the 1.2 million units redeemed above, 0.9 million units were redeemed using cash from the Company’s CEO program, and therefore did not impact the fully diluted number of shares and units outstanding.
2 | During the three months ended March 31, 2019, the Company repurchased approximately 0.2 million shares of its Class A common stock at an aggregate purchase price of approximately $1.2 million for an average price of $5.30 per share. During the three months ended March 31, 2018, the Company did not repurchase any of its Class A common stock.
| Following the Spin-Off, external data providers have restated the historical prices of BGCP. When doing so, they calculate an adjustment factor based on the closing prices of BGCP and NMRKV on November 30, 2018, with NMRKV being the when-issued market for the additional shares of Newmark Class A common stock that traded on Nasdaq from November 20, 2018 until November 30, 2018. These external data providers use a formula for calculating the adjustment factor equal to 1 – (NMRKV Price on November 30, 2018 times Distribution Ratio)/BGCP price on November 30, 2018. They then multiply all of the historical BGCP prices by this factor to get the adjusted historical BGCP prices. As such, the nominal prices listed in footnotes 1 and 2 above may not match the historical prices listed on such data services following the Spin-Off.
Redeemable Partnership Interest The changes in the carrying amount of redeemable partnership interest for the three months ended March 31, 2019 and 2018 were as follows (in thousands):
|  | Three Months Ended March 31, |
|  | 2019 |  |  | 2018 |
Balance at beginning of period |  | $ | 24,706 |  |  | $ | 46,415 |
Consolidated net income allocated to FPUs |  |  | 721 |  |  |  | 1,009 |
FPUs exchanged |  |  | (283 | ) |  |  | — |
FPUs redeemed |  |  | (4 | ) |  |  | (21 | )
Other |  |  | — |  |  |  | 102 |
Balance at end of period |  | $ | 25,140 |  |  | $ | 47,505 |

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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