Earnings Per Share

9 Months Ended

Sep. 30, 2021

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”).

Basic Earnings Per Share:

The following is the calculation of the Company’s basic EPS (in thousands, except per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Basic earnings (loss) per share:
Net income (loss) available to common stockholders	$	(11,402)	$	8,850	$	47,554	$	49,091
Basic weighted-average shares of common stock outstanding	387,121		363,244		382,161		360,629
Basic earnings (loss) per share	$	(0.03)	$	0.02	$	0.12	$	0.14

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.

The following is the calculation of the Company’s fully diluted EPS (in thousands, except per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Fully diluted earnings (loss) per share
Net income (loss) available to common stockholders	$	(11,402)	$	8,850	$	47,554	$	49,091
Allocations of net income (loss) to limited partnership interests, net of tax	—		—		8,479		22,518
Net income (loss) for fully diluted shares	$	(11,402)	$	8,850	$	56,033	$	71,609
Weighted-average shares:
Common stock outstanding	387,121		363,244		382,161		360,629
Partnership units¹	—		—		64,846		182,394
RSUs (Treasury stock method)	—		219		3,723		221
Other	—		1,139		1,353		1,231
Fully diluted weighted-average shares of common stock outstanding	387,121		364,602		452,083		544,475
Fully diluted earnings (loss) per share	$	(0.03)	$	0.02	$	0.12	$	0.13

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1Partnership 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 three months ended September 30, 2021 and 2020, 143.5 million and 187.4 million of potentially dilutive securities, respectively, were excluded from the computation of fully diluted EPS because their effect would have been anti-dilutive. Anti-dilutive securities for the three months ended September 30, 2021, included 137.6 million limited partnership interests and 5.9 million other contracts to issue shares of BGC common stock, including RSUs. Anti-dilutive securities for the three months ended September 30, 2020, included 184.7 million limited partnership interests and 2.7 million RSUs. For the nine months ended September 30, 2021 and 2020, 98.2 million and 2.9 million of potentially dilutive securities, respectively, were excluded from the computation of fully diluted EPS because their effect would have been anti-dilutive. Anti-dilutive securities for the nine months ended September 30, 2021 included 98.1 million limited partnership interests and 0.1 million RSUs. Anti-dilutive securities for the nine months ended September 30, 2020, comprised RSUs

As of September 30, 2021 and 2020, approximately 37.5 million and 28.4 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.