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Discontinued Operations
3 Months Ended
Mar. 31, 2019
Newmark [Member]  
Discontinued Operations

25.

Discontinued Operations

On November 30, 2018, the Company completed the Spin-Off of Newmark, and distributed to its stockholders all of the Class A common shares and Class B common shares of Newmark that the Company then owned in a manner that is intended to qualify as generally tax-free for U.S. federal income tax purposes. The shares of Class A common stock of Newmark held by the Company were distributed to the holders of shares of Class A common stock of BGC, and shares of Class B common stock of Newmark held by the Company were distributed to the holders of shares of Class B common stock of BGC. Therefore, the Company no longer consolidates Newmark within its financial results subsequent to the Spin-Off.

The Company has determined that the Spin-Off of Newmark met the criteria for reporting the financial results of Newmark as discontinued operations within BGC’s consolidated results for all periods through the November 30, 2018 Spin-Off date. Newmark’s results are presented in “Consolidated net income (loss) from discontinued operations, net of tax” and the related noncontrolling interest in Newmark and its subsidiaries is presented in “Net income (loss) from discontinued operations attributable to noncontrolling interest in subsidiaries” in the Company’s unaudited condensed consolidated statements of operations for the three months ended March 31, 2018.

 

 

The following table provides the components of consolidated net income (loss) from discontinued operations, net of tax and net income (loss) from discontinued operations attributable to noncontrolling interest in subsidiaries for the three months ended March 31, 2018:

 

 

 

For the Three Months Ended March 31, 2018

 

Revenues:

 

 

 

 

Commissions

 

$

260,742

 

Gains from mortgage banking activities/originations, net

 

 

38,914

 

Real estate management and other services

 

 

96,878

 

Servicing fees

 

 

28,926

 

Fees from related parties

 

 

291

 

Interest income

 

 

6,073

 

Other revenues

 

 

48

 

Total revenues

 

 

431,872

 

Expenses:

 

 

 

 

Compensation and employee benefits

 

 

264,200

 

Equity-based compensation and allocations of net income to limited

   partnership units and FPUs

 

 

18,607

 

Total compensation and employee benefits

 

 

282,807

 

Occupancy and equipment

 

 

17,637

 

Fees to related parties

 

 

3,713

 

Professional and consulting fees

 

 

8,173

 

Communications

 

 

3,451

 

Selling and promotion

 

 

13,624

 

Commissions and floor brokerage

 

 

180

 

Interest expense

 

 

17,770

 

Other expenses

 

 

51,253

 

Total expenses

 

 

398,608

 

Other income (losses), net:

 

 

 

 

Gains (losses) on equity method investments

 

 

3,177

 

Other income (loss)

 

 

2,531

 

Total other income (losses), net

 

 

5,708

 

Income (loss) from operations before income taxes

 

 

38,972

 

Provision (benefit) for income taxes

 

 

14,213

 

Consolidated net income (loss) from discontinued operations, net of tax

 

 

24,759

 

Less: Net income (loss) from discontinued operations attributable

   to noncontrolling interest in subsidiaries

 

 

9,983

 

Net income (loss) from discontinued operations available to

   common stockholders

 

$

14,776

 

 

Total net cash used in operating activities from discontinued operations was $485.5 million for the three months ended March 31, 2018. Total net cash provided by investing activities from discontinued operations was $40.8 million for the three months ended March 31, 2018.

 

During the three months ended March 31, 2018, exchangeability was granted on 1.5 million and 0.7 million limited partnership units in BGC Holdings and Newmark Holdings, respectively, held by Newmark employees, for which Newmark incurred compensation expense of $21.7 million. This expense was recorded as part of “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the table above, and are included in “Consolidated net income (loss) from discontinued operations, net of tax” in the Company’s unaudited condensed consolidated statements of operations.

 

Certain limited partnership units generally receive quarterly allocations of net income, which are cash distributed on a quarterly basis and generally contingent upon services provided by the unit holder. Newmark’s allocation of income to Newmark Holdings limited partnership units held by Newmark employees was $5.3 million for the three months ended March 31, 2018. This expense was recorded as part of “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the table above, and is included in “Consolidated net income (loss) from discontinued operations, net of tax” in the Company’s unaudited condensed consolidated statements of operations.

 

In connection with the Separation, on December 13, 2017, Newmark OpCo assumed all of BGC U.S. OpCo’s rights and obligations under the 2042 Promissory Note in relation to the 8.125% Senior Notes and the 2019 Promissory Note in relation to the 5.375% Senior Notes. Newmark repaid the $112.5 million outstanding principal amount under the 2042 Promissory Note on September 5, 2018, and repaid the $300.0 million outstanding principal amount under the 2019 Promissory Note on November 23, 2018. In addition, as part of the Separation, Newmark assumed the obligations of BGC as borrower under the Term Loan and Converted Term Loan.  Newmark repaid the outstanding balance of the Term Loan as of March 31, 2018, and repaid the outstanding balance of the Converted Term Loan as of November 6, 2018. For the three months ended March 31, 2018, $13.8 million of interest expense on the obligations assumed as part of the Separation, was included as part of discontinued operations in the table above. In addition, on March 19, 2018, the Company borrowed $150.0 million under the BGC Credit Agreement from Cantor, and loaned Newmark $150.0 million under the Intercompany Credit Agreement on the same day. All borrowings outstanding under the Intercompany Credit Agreement were repaid as of November 7, 2018. The interest expense for the three months ended March 31, 2018 related to the $150.0 million borrowed under the BGC Credit Agreement was $0.3 million and was allocated to discontinued operations in the table above.