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Discontinued Operations
12 Months Ended
Dec. 31, 2019
Divestitures

5.

Divestitures

During the year ended December 31, 2019, the Company completed the sale of CSC, which was part of its energy and commodities businesses. As a result of this sale, the Company recognized a $18.4 million gain, which is included in “Gain (loss) on divestiture and sale of investments” in the Company’s consolidated statements of operations. The Company had no gains or losses from divestitures or sale of investments during the years ended December 31, 2018 and 2017.

Newmark [Member]  
Divestitures

27.

Discontinued Operations

On November 30, 2018, the Company completed the Spin-Off, and distributed to its stockholders all of the shares of Newmark Class A common stock and Newmark Class B common stock 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 Newmark Class A common stock held by the Company were distributed to the holders of shares of BGC Class A common stock, and the shares of Newmark Class B common stock held by the Company were distributed to the holders of shares of BGC Class B common stock. Therefore, the Company no longer consolidates Newmark within its financial results subsequent to the Spin-Off.

The Company has determined that the Spin-Off met the criteria for reporting the financial results of Newmark as discontinued operations within BGC’s consolidated results for all periods through the Distribution 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 consolidated statements of operations for the years ended December 31, 2018 and 2017.

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 years ended December 31, 2018 and 2017 (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2018

 

 

2017

 

Revenues:

 

 

 

 

 

 

 

 

Commissions

 

$

1,116,935

 

 

$

1,014,741

 

Gains from mortgage banking activities/originations, net

 

 

160,688

 

 

 

205,999

 

Real estate management and other services

 

 

375,428

 

 

 

233,063

 

Servicing fees

 

 

119,587

 

 

 

110,441

 

Fees from related parties

 

 

1,055

 

 

 

1,373

 

Interest income

 

 

35,238

 

 

 

36,546

 

Other revenues

 

 

607

 

 

 

242

 

Total revenues

 

 

1,809,538

 

 

 

1,602,405

 

Expenses:

 

 

 

 

 

 

 

 

Compensation and employee benefits

 

 

1,052,487

 

 

 

1,007,173

 

Equity-based compensation and allocations of net income to limited

   partnership units and FPUs

 

 

141,965

 

 

 

111,917

 

Total compensation and employee benefits

 

 

1,194,452

 

 

 

1,119,090

 

Occupancy and equipment

 

 

69,368

 

 

 

62,448

 

Fees to related parties

 

 

15,999

 

 

 

13,208

 

Professional and consulting fees

 

 

31,699

 

 

 

34,270

 

Communications

 

 

11,328

 

 

 

11,809

 

Selling and promotion

 

 

54,650

 

 

 

52,443

 

Commissions and floor brokerage

 

 

1,087

 

 

 

956

 

Interest expense

 

 

79,732

 

 

 

25,546

 

Other expenses

 

 

197,144

 

 

 

128,417

 

Total expenses

 

 

1,655,459

 

 

 

1,448,187

 

Other income (losses), net:

 

 

 

 

 

 

 

 

Gains (losses) on equity method investments

 

 

2,759

 

 

 

1,562

 

Other income (loss)

 

 

110,145

 

 

 

72,081

 

Total other income (losses), net

 

 

112,904

 

 

 

73,643

 

Income (loss) from operations before income taxes

 

 

266,983

 

 

 

227,861

 

Provision (benefit) for income taxes

 

 

90,814

 

 

 

57,496

 

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

 

 

176,169

 

 

 

170,365

 

Less: Net income (loss) from discontinued operations attributable

   to noncontrolling interest in subsidiaries

 

 

52,353

 

 

 

(5,913

)

Net income (loss) from discontinued operations available to

   common stockholders1

 

$

123,816

 

 

$

176,278

 

 

1

This amount excludes EPU payable-in-kind dividends, which is a reduction to “Net income (loss) from discontinued operations 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.”

Total net cash provided by (used in) operating activities from discontinued operations was $(748.2) million and $895.9 million for the years ended December 31, 2018 and 2017, respectively. Total net cash provided by (used in) investing activities from discontinued operations was $18.3 million, and $(41.0) million for the years ended December 31, 2018 and 2017, respectively.

Through the Distribution Date, exchangeability was granted on 8.4 million and 3.9 million LPUs in BGC Holdings and Newmark Holdings, respectively, held by Newmark employees, and Newmark incurred compensation expense related to the grant of exchangeability of $111.1 million for the year ended December 31, 2018. During the year ended December 31, 2017, exchangeability was granted on 6.5 million LPUs in BGC Holdings held by Newmark employees, for which Newmark incurred compensation expense of $89.4 million. For the year ended December 31, 2017, there was no expense related to grants of exchangeability on LPUs in Newmark Holdings. These expenses are 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 consolidated statements of operations.

Certain LPUs and FPUs 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 through the Distribution Date to Newmark Holdings LPUs and FPUs held by Newmark employees was $37.0 million for the year ended December 31, 2018. For the year ended December 31, 2017, there was no such expense. 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 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 on November 6, 2018. For the years ended December 31, 2018 and 2017, $46.1 million and $2.7 million, respectively 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 on November 7, 2018. The interest expense for the year ended December 31, 2018 related to the $150.0 million borrowed under the BGC Credit Agreement was $3.5 million and was allocated to discontinued operations in the table above. There was no such expense for the year ended December 31, 2017 to allocate to discontinued operations in the Company’s consolidated statements of operations.