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Earnings Per Share | 12 Months Ended
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Dec. 31, 2019
Earnings Per Share [Abstract] |
Earnings Per Share |
6. | Earnings Per Share
U.S. GAAP guidance establishes standards for computing and presenting EPS. Basic EPS excludes dilution and is computed by dividing net income (loss) 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 (loss) is allocated to the Company’s outstanding common stock, FPUs, LPUs and Cantor units (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings”). In addition, the EPUs issued by Newmark OpCo are entitled to a preferred payable-in-kind dividend which are recorded as accretion to the carrying amount of the EPUs and is a reduction to “Net income (loss) available to common stockholders” for the calculation of the Company’s “Basic earnings (loss) per share” and “Fully diluted earnings (loss) per share from discontinued operations.” Basic Earnings Per Share: The following is the calculation of the Company’s basic EPS from continuing and discontinued operations (in thousands, except per share data):
|  | Year Ended December 31, |
|  | 2019 |  |  | 2018 |  |  | 2017 |
Basic earnings (loss) per share: |  |  |  |  |  |  |  |  |  |  |  |
Net income (loss) from continuing operations available to common stockholders |  | $ | 55,707 |  |  | $ | 73,704 |  |  | $ | (124,803 | )
Net income (loss) from discontinued operations available to common stockholders¹ |  |  | — |  |  |  | 120,438 |  |  |  | 176,278 |
Net income (loss) available to common stockholders |  | $ | 55,707 |  |  | $ | 194,142 |  |  | $ | 51,475 |
Basic weighted-average shares of common stock outstanding |  |  | 344,332 |  |  |  | 322,141 |  |  |  | 287,378 |
Continuing operations |  | $ | 0.16 |  |  | $ | 0.23 |  |  | $ | (0.43 | )
Discontinued operations |  |  | — |  |  |  | 0.37 |  |  |  | 0.61 |
Basic earnings (loss) per share |  | $ | 0.16 |  |  | $ | 0.60 |  |  | $ | 0.18 |
1 | In accordance with ASC 260, includes a reduction for dividends on preferred stock or units.
Fully Diluted Earnings Per Share: Fully diluted EPS is calculated utilizing net income (loss) available to common stockholders plus net income allocations to the limited partnership interests as the numerator. The denominator comprises the Company’s weighted-average number of outstanding BGC shares of common stock and, if dilutive, the weighted-average number of limited partnership interests and other contracts to issue shares of BGC common stock, including RSUs. The limited partnership interests generally are potentially exchangeable into shares of BGC Class A common stock (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings”) and are entitled to their pro-rata share of 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. Continuing Operations The following is the calculation of the Company’s fully diluted EPS from continuing operations (in thousands, except per share data):
|  | Year Ended December 31, |
|  | 2019 |  |  | 2018 |  |  | 2017 |
Fully diluted earnings (loss) per share: |  |  |  |  |  |  |  |  |  |  |  |
Net income (loss) from continuing operations available to common stockholders |  | $ | 55,707 |  |  | $ | 73,704 |  |  | $ | (124,803 | )
Allocations of net income (loss) to limited partnership interests, net of tax |  |  | 27,824 |  |  |  | — |  |  |  | — |
Net income (loss) for fully diluted shares |  | $ | 83,531 |  |  | $ | 73,704 |  |  | $ | (124,803 | )
Weighted-average shares: |  |  |  |  |  |  |  |  |  |  |  |
Common stock outstanding |  |  | 344,332 |  |  |  | 322,141 |  |  |  | 287,378 |
Partnership units¹ |  |  | 178,813 |  |  |  | — |  |  |  | — |
RSUs (Treasury stock method) |  |  | 38 |  |  |  | 368 |  |  |  | — |
Other |  |  | 1,367 |  |  |  | 1,335 |  |  |  | — |
Fully diluted weighted-average shares of common stock outstanding |  |  | 524,550 |  |  |  | 323,844 |  |  |  | 287,378 |
Fully diluted earnings (loss) per share from continuing operations |  | $ | 0.16 |  |  | $ | 0.23 |  |  | $ | (0.43 | )
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).
For the years ended December 31, 2019, 2018 and 2017, respectively, approximately 0.9 million, 163.0 million and 167.0 million of potentially dilutive securities were excluded from the computation of fully diluted EPS from continuing operations because their effect would have been anti-dilutive. Anti-dilutive securities for the year ended December 31, 2019, were RSUs. Anti-dilutive securities for the year ended December 31, 2018 included 162.8 million limited partnership interests and 0.2 million RSUs. Anti-dilutive securities for the year ended December 31, 2017 included 165.0 million limited partnership interests and 2.0 million RSUs. Discontinued Operations The following is the calculation of the Company’s fully diluted EPS from discontinued operations (in thousands, except per share data):
|  | Year Ended December 31, |
|  | 2018 |  |  | 2017 |
Fully diluted earnings (loss) per share: |  |  |  |  |  |  |  |
Net income (loss) from discontinued operations available to common stockholders |  | $ | 120,438 |  |  | $ | 176,278 |
Allocations of net income (loss) to limited partnership interests, net of tax |  |  | — |  |  |  | — |
Net income (loss) for fully diluted shares |  | $ | 120,438 |  |  | $ | 176,278 |
Weighted-average shares: |  |  |  |  |  |  |  |
Common stock outstanding |  |  | 322,141 |  |  |  | 287,378 |
Partnership units¹ |  |  | — |  |  |  | — |
RSUs (Treasury stock method) |  |  | 368 |  |  |  | — |
Other |  |  | 1,335 |  |  |  | — |
Fully diluted weighted-average shares of common stock outstanding |  |  | 323,844 |  |  |  | 287,378 |
Fully diluted earnings (loss) per share from discontinued operations |  | $ | 0.37 |  |  | $ | 0.61 |
1 | Partnership units collectively include Founding/Working Partner Units, limited partnership units, and Cantor units (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” for more information).
For the years ended December 31, 2018 and 2017, respectively, approximately 163.0 million and 167.0 million of potentially dilutive securities were excluded from the computation of fully diluted EPS from Discontinued Operations. Anti-dilutive securities for the year ended December 31, 2018 included 162.8 million limited partnership interests and 0.2 million RSUs. Anti-dilutive securities for the year ended December 31, 2017 included 165.0 million limited partnership interests and 2.0 million RSUs. For the year ended year ended December 31, 2019, there were no standalone BGC Holdings partnership units excluded from the fully diluted EPS weighted average computation from continuing and discontinued operations. For the year ended December 31, 2018, there were approximately 15.6 million of standalone BGC Holdings partnership units excluded from the fully diluted EPS weighted average computation from continuing and discontinued operations, because the conversion into Class A common stock was contingent on the Spin-Off (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” for further information on standalone BGC Holdings partnership units). Additionally, as of December 31, 2019, 2018 and 2017, respectively, approximately 15.8 million, 1.5 million and 1.1 million shares of contingent Class A common stock and limited partnership units were excluded from the fully diluted EPS computations because the conditions for issuance had not been met by the end of the respective periods.

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