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Compensation | 3 Months Ended
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Mar. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] |
Compensation |
1 9. | Compensation
The Compensation Committee may grant various equity-based awards, including RSUs, restricted stock, stock options, LPUs and shares of BGC Class A common stock. Upon vesting of RSUs, issuance of restricted stock, exercise of stock options and redemption/exchange of LPUs, the Company generally issues new shares of BGC Class A common stock. On June 22, 2016, at the annual meeting of stockholders, the stockholders approved the Equity Plan to increase from 350 million to 400 million the aggregate number of shares of BGC Class A common stock that may be delivered or cash-settled pursuant to awards granted during the life of the Equity Plan. As of March 31, 2020, the limit on the aggregate number of shares authorized to be delivered allowed for the grant of future awards relating to 134.5 million shares. The Company incurred compensation expense related to Class A common stock, LPUs and RSUs as follows (in thousands):
|  | Three Months Ended March 31, |
|  | 2020 |  |  | 2019 |
Issuance of common stock and exchangeability expenses |  | $ | 23,034 |  |  | $ | 3,536 |
Allocations of net income1 |  |  | 1,279 |  |  |  | 4,546 |
LPU amortization |  |  | 16,309 |  |  |  | 3,045 |
RSU amortization |  |  | 1,582 |  |  |  | 1,014 |
Equity-based compensation and allocations of net income to limited partnership units and FPUs |  | $ | 42,204 |  |  | $ | 12,141 |
1 | Certain LPUs generally receive quarterly allocations of net income and are generally contingent upon services being provided by the unit holders, including the Preferred Distribution.
Limited Partnership Units A summary of the activity associated with LPUs awarded to BGC employees is as follows (in thousands):
|  | BGC LPUs |  |  | Newmark LPUs2 |
Balance at December 31, 2019 |  |  | 102,407 |  |  |  | 14,607 |
Granted |  |  | 12,661 |  |  |  | — |
Redeemed/exchanged units |  |  | (2,489 | ) |  |  | (31 | )
Forfeited units |  |  | (2 | ) |  |  | — |
Balance at March 31, 2020 |  |  | 112,577 |  |  |  | 14,576 |
The LPUs table above includes both regular and Preferred Units. The Preferred Units are not entitled to participate in partnership distributions other than with respect to the Preferred Distribution (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” for further information on Preferred Units). A summary of the BGC Holdings and Newmark Holdings LPUs held by BGC employees is as follows (in thousands):
|  | BGC LPUs |  |  | Newmark LPUs |
Regular Units |  |  | 78,054 |  |  |  | 10,405 |
Preferred Units |  |  | 34,523 |  |  |  | 4,171 |
Balance at March 31, 2020 |  |  | 112,577 |  |  |  | 14,576 |
Issuance of Common Stock and Exchangeability Expenses Compensation expense related to the issuance of BGC or Newmark Class A common stock and grants of exchangeability on BGC Holdings and Newmark Holdings LPUs to BGC employees is as follows (in thousands):
|  | Three Months Ended March 31, |
|  | 2020 |  |  | 2019 |
Issuance of common stock and exchangeability expense |  | $ | 23,034 |  |  | $ | 3,536 |
BGC LPUs held by BGC employees may become exchangeable or redeemed for BGC Class A common stock on a one-for-one basis, and Newmark LPUs held by BGC employees may become exchangeable or redeemed for a number of shares of Newmark Class A common stock equal to the number of limited partnership interests multiplied by the then Exchange Ratio. As of March 31, 2020, the Exchange Ratio was 0.9461. A summary of the LPUs redeemed in connection with the issuance of BGC Class A common stock or Newmark Class A common stock (at the current exchange ratio) or granted exchangeability for BGC Class A common stock or Newmark Class A common stock (at the current Exchange Ratio) held by BGC employees is as follows (in thousands):
|  | Three Months Ended March 31, |
|  | 2020 |  |  | 2019 |
BGC Holdings LPUs |  |  | 4,001 |  |  |  | 521 |
Newmark Holdings LPUs |  |  | 192 |  |  |  | 179 |
Total |  |  | 4,193 |  |  |  | 700 |
As of March 31, 2020 and December 31, 2019, the number of share-equivalent BGC LPUs exchangeable for shares of BGC Class A common stock at the discretion of the unit holder held by BGC employees was 4.4 million and 3.1 million, respectively. As of March 31, 2020 and December 31, 2019, the number of Newmark LPUs exchangeable into shares of Newmark Class A common stock at the discretion of the unit holder held by BGC employees (at the current Exchange Ratio) was 0.8 million and 0.8 million, respectively. LPU Amortization Compensation expense related to the amortization of LPUs held by BGC employees is as follows (in thousands):
|  | Three Months Ended March 31, |
|  | 2020 |  |  | 2019 |
Stated vesting schedule |  | $ | 16,277 |  |  | $ | 3,506 |
Post-termination payout |  |  | 32 |  |  |  | (461 | )
LPU amortization |  | $ | 16,309 |  |  | $ | 3,045 |
There are certain LPUs that have a stated vesting schedule and do not receive quarterly allocations of net income. These LPUs generally vest between two and five years from the date of grant. The fair value is determined on the date of grant based on the market value of an equivalent share of BGC or Newmark Class A common stock (adjusted if appropriate based upon the award’s eligibility to receive quarterly allocations of net income), and is recognized as compensation expense, net of the effect of estimated forfeitures, ratably over the vesting period. A summary of the outstanding LPUs held by BGC employees with a stated vesting schedule that do not receive quarterly allocations of net income is as follows (in thousands):
|  | March 31, 2020 |  |  | December 31, 2019 |
BGC Holdings LPUs |  |  | 33,348 |  |  |  | 30,699 |
Newmark Holdings LPUs |  |  | 481 |  |  |  | 1,171 |
Aggregate estimated grant date fair value – BGC and Newmark Holdings LPUs |  | $ | 179,570 |  |  | $ | 138,324 |
As of March 31, 2020, there was approximately $97.4 million of total unrecognized compensation expense related to unvested BGC and Newmark LPUs held by BGC employees with a stated vesting schedule that do not receive quarterly allocations of net income that is expected to be recognized over 1.90 years. Compensation expense related to LPUs held by BGC employees with a post-termination pay-out amount, such as REUs, and/or a stated vesting schedule is recognized over the stated service period. These LPUs generally vest between two and five years from the date of grant. As of March 31, 2020, there were 1.1 million outstanding BGC LPUs with a post-termination payout, with a notional value of approximately $13.3 million and an aggregate estimated fair value of $8.7 million, and 0.1 million outstanding Newmark LPUs with a post-termination payout, with a notional value of approximately $0.9 million and an aggregate estimated fair value of $0.2 million. As of December 31, 2019, there were 1.2 million outstanding BGC LPUs with a post-termination payout, with a notional value of approximately $15.3 million and an aggregate estimated fair value of $10.0 million, and 0.1 million outstanding Newmark LPUs with a post-termination payout, with a notional value of approximately $1.0 million and an aggregate estimated fair value of $0.2 million. Restricted Stock Units Compensation expense related to RSUs held by BGC employees is as follows (in thousands):
|  | Three Months Ended March 31, |
|  | 2020 |  |  | 2019 |
RSU amortization |  | $ | 1,582 |  |  | $ | 1,014 |
A summary of the activity associated with RSUs held by BGC employees and directors is as follows (RSUs and dollars in thousands):
|  | RSUs |  |  | Weighted- Average Grant Date Fair Value |  |  | Fair Value Amount |  |  | Weighted- Average Remaining Contractual Term (Years) |
Balance at December 31, 2019 |  |  | 4,478 |  |  | $ | 5.25 |  |  | $ | 23,516 |  |  |  | 2.50 |
Granted |  |  | 228 |  |  |  | 4.32 |  |  |  | 986 |  |  |  |  |
Delivered units |  |  | (1,117 | ) |  |  | 5.68 |  |  |  | (6,345 | ) |  |  |  |
Forfeited units |  |  | (94 | ) |  |  | 4.71 |  |  |  | (443 | ) |  |  |  |
Balance at March 31, 2020 |  |  | 3,495 |  |  | $ | 5.07 |  |  | $ | 17,714 |  |  |  | 2.40 |
The fair value of RSUs held by BGC employees and directors is determined on the date of grant based on the market value of Class A common stock adjusted as appropriate based upon the award’s ineligibility to receive dividends. The compensation expense is recognized ratably over the vesting period, taking into effect estimated forfeitures. The Company uses historical data, including historical forfeitures and turnover rates, to estimate expected forfeiture rates for both employee and director RSUs. Each RSU is settled in one share of Class A common stock upon completion of the vesting period. For the RSUs that vested during the three months ended March 31, 2020 and 2019, the Company withheld shares of Class A common stock valued at $1.7 million and $0.4 million to pay taxes due at the time of vesting. As of March 31, 2020, there was approximately $17.4 million of total unrecognized compensation expense related to unvested RSUs that is expected to be recognized over a weighted-average period of 2.39 years. Acquisitions In connection with certain of its acquisitions, the Company has granted certain LPUs and RSUs. As of March 31, 2020 and December 31, 2019, the aggregate estimated fair value of these acquisition-related LPUs and RSUs was $9.0 million and $10.7 million, respectively. The liability for such acquisition-related awards is included in “Accounts payable, accrued and other liabilities” on the Company’s unaudited condensed consolidated statements of financial condition. Restricted Stock BGC employees hold shares of BGC and Newmark restricted stock. Such restricted shares are generally saleable by partners in five to ten years. Partners who agree to extend the length of their employment agreements and/or other contractual modifications sought by the Company are expected to be able to sell their restricted shares over a shorter time period. Transferability of the restricted shares of stock is not subject to continued employment or service with the Company or any affiliate or subsidiary of the Company; however, transferability is subject to compliance with BGC and its affiliates’ customary noncompete obligations. During both the three months ended March 31, 2020 and 2019, no BGC or Newmark shares were forfeited in connection with this clause. During the three months ended March 31, 2020 and 2019, the Company released the restrictions with respect to 0.1 million and 0.3 million of such BGC shares held by BGC employees, respectively. As of March 31, 2020 and December 31, 2019, there were 6.2 million and 6.4 million of such restricted BGC shares held by BGC employees outstanding, respectively. Additionally, during the three months ended March 31, 2020 and 2019, Newmark released the restrictions with respect to 0.1 million and 0.1 million, respectively, of restricted Newmark shares held by BGC employees. Deferred Compensation The Company maintains a deferred cash award program, which provides for the grant of deferred cash incentive compensation to eligible employees. The Company may pay certain bonuses in the form of deferred cash compensation awards, which generally vest over a future service period. The total compensation expense recognized in relation to the deferred cash compensation awards for the three months ended March 31, 2020 and 2019 was $0.2 million and de minimis respectively. As of March 31, 2020 and December 31, 2019, the total liability for the deferred cash compensation awards was $4.1 million and $3.5 million, respectively, which is included in “Accrued compensation” on the Company’s unaudited condensed consolidated statements of financial condition. As of March 31, 2020, total unrecognized compensation cost related to deferred cash compensation, prior to the consideration of forfeitures, was approximately $1.6 million and is expected to be recognized over a weighted-average period of 1.67 years.

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