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Earnings Per Share
12 Months Ended
Dec. 31, 2020
Earnings Per Share [Abstract]  
Earnings Per Share

8.

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,

 

 

 

2020

 

 

2019

 

 

2018

 

Basic earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) from continuing operations

   available to common stockholders

 

$

48,908

 

 

$

47,562

 

 

$

76,855

 

Net income (loss) from discontinued operations

   available to common stockholders¹

 

 

 

 

 

 

 

 

121,963

 

Net income (loss) available to common stockholders

 

$

48,908

 

 

$

47,562

 

 

$

198,818

 

Basic weighted-average shares of common stock

   outstanding

 

 

361,736

 

 

 

344,332

 

 

 

322,141

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.14

 

 

$

0.14

 

 

$

0.24

 

Discontinued operations

 

 

 

 

 

 

 

 

0.38

 

Basic earnings (loss) per share

 

$

0.14

 

 

$

0.14

 

 

$

0.62

 

 

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, including contingent shares of BGC common stock, and, if dilutive, the weighted-average number of limited partnership interests, including contingent units of BGC Holdings, 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,

 

 

 

2020

 

 

2019

 

 

2018

 

Fully diluted earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) from continuing operations available to

   common stockholders

 

$

48,908

 

 

$

47,562

 

 

$

76,855

 

Allocations of net income (loss) to limited partnership

   interests, net of tax

 

 

21,522

 

 

 

14,492

 

 

 

 

Net income (loss) for fully diluted shares

 

$

70,430

 

 

$

62,054

 

 

$

76,855

 

Weighted-average shares:

 

 

 

 

 

 

 

 

 

 

 

 

Common stock outstanding

 

 

361,736

 

 

 

344,332

 

 

 

322,141

 

Partnership units¹

 

 

183,130

 

 

 

114,006

 

 

 

 

RSUs (Treasury stock method)

 

 

737

 

 

 

38

 

 

 

368

 

Other

 

 

1,245

 

 

 

1,367

 

 

 

1,335

 

Fully diluted weighted-average shares of common

   stock outstanding

 

 

546,848

 

 

 

459,743

 

 

 

323,844

 

Fully diluted earnings (loss) per share from continuing

   operations

 

$

0.13

 

 

$

0.13

 

 

$

0.24

 

 

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, 2020, 2019 and 2018, approximately 0.7 million, 65.6 million and 163.0 million potentially dilutive securities, respectively, 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, 2020 were RSUs. Anti-dilutive securities for the year ended December 31, 2019 included 64.8 million limited partnership interests and 0.8 million RSUs. Anti-dilutive securities for the year ended December 31, 2018 included 162.8 million limited partnership interests and 0.2 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

 

Fully diluted earnings (loss) per share:

 

 

 

 

Net income (loss) from discontinued operations available to

   common stockholders

 

$

121,963

 

Allocations of net income (loss) to limited partnership

   interests, net of tax

 

 

 

Net income (loss) for fully diluted shares

 

$

121,963

 

Weighted-average shares:

 

 

 

 

Common stock outstanding

 

 

322,141

 

Partnership units¹

 

 

 

RSUs (Treasury stock method)

 

 

368

 

Other

 

 

1,335

 

Fully diluted weighted-average shares of common

   stock outstanding

 

 

323,844

 

Fully diluted earnings (loss) per share from discontinued

   operations

 

$

0.38

 

 

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 year ended December 31, 2018 approximately 163.0 million 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.

For the years ended year ended December 31, 2020 and 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, 2020, 2019 and 2018, approximately 27.7 million, 15.8 million and 1.5 million shares, respectively, of contingent shares of BGC Class A common stock, N units, RSUs, and LPUs were excluded from the fully diluted EPS computations because the conditions for issuance had not been met by the end of the respective periods.