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Schedule I - Parent Company Only Financial Statements | 12 Months Ended
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Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Schedule I - Parent Company Only Financial Statements | BGC PARTNERS, INC. (Parent Company Only) STATEMENTS OF FINANCIAL CONDITION (in thousands, except share and per share data)
| December 31, 2021 |  | December 31, 2020
Assets |  |  |
Cash and cash equivalents | $ | 31 |  |  | $ | 24 |
Investments in subsidiaries | 568,961 |  |  | 737,955 |
Receivables from related parties | 10,038 |  |  | 2,758 |
Note receivable from related party | 1,043,189 |  |  | 1,296,082 |
Other assets | 70,261 |  |  | 64,498 |
Total assets | $ | 1,692,480 |  |  | $ | 2,101,317 |
Liabilities and Stockholders’ Equity |  |  |
Accounts payable, accrued and other liabilities | $ | 29,539 |  |  | $ | 50,999 |
Notes payable | 1,043,189 |  |  | 1,296,082 |
Total liabilities | 1,072,728 |  |  | 1,347,081 |
Commitments and contingencies (Note 2) |  |  |
Total stockholders’ equity | 619,752 |  |  | 754,236 |
Total liabilities and stockholders’ equity | $ | 1,692,480 |  |  | $ | 2,101,317 |
See accompanying Notes to Financial Statements. BGC PARTNERS, INC. (Parent Company Only) STATEMENTS OF OPERATIONS (in thousands, except per share data)
| Year Ended December 31,
| 2021 |  | 2020 |  | 2019
Revenues: |  |  |  |  |
Other revenues | $ | 552 |  |  | $ | 450 |  |  | $ | — |
Interest and dividend income | 60,772 |  |  | 65,762 |  |  | 55,044 |
Total revenue | 61,324 |  |  | 66,212 |  |  | 55,044 |
Expenses: |  |  |  |  |
Interest expense | 60,772 |  |  | 65,762 |  |  | 55,044 |
Total expenses | 60,772 |  |  | 65,762 |  |  | 55,044 |
Income from operations before income taxes | 552 |  |  | 450 |  |  | — |
Equity income (loss) of subsidiaries | 114,971 |  |  | 38,030 |  |  | 46,752 |
Provision (benefit) for income taxes | (8,484) |  |  | (6,582) |  |  | 2,851 |
Net income available to common stockholders | $ | 124,007 |  |  | $ | 45,062 |  |  | $ | 43,901 |
Per share data: |  |  |  |  |
Basic earnings (loss) per share |  |  |  |  |
Net income available to common stockholders | $ | 124,007 |  |  | $ | 45,062 |  |  | $ | 43,901 |
Basic earnings (loss) per share | $ | 0.33 |  |  | $ | 0.12 |  |  | $ | 0.13 |
Basic weighted-average shares of common stock outstanding | 379,215 |  |  | 361,736 |  |  | 344,332 |
Fully diluted earnings (loss) per share |  |  |  |  |
Net income (loss) for fully diluted shares | $ | 173,995 |  |  | $ | 64,787 |  |  | $ | 58,871 |
Fully diluted earnings (loss) per share | $ | 0.32 |  |  | $ | 0.12 |  |  | $ | 0.12 |
Fully diluted weighted-average shares of common stock outstanding | 540,020 |  |  | 546,848 |  |  | 472,187 |
See accompanying Notes to Financial Statements. BGC PARTNERS, INC. (Parent Company Only) STATEMENTS OF COMPREHENSIVE INCOME (in thousands
| Year Ended December 31,
| 2021 |  | 2020 |  | 2019
Net income available to common stockholders | $ | 124,007 |  |  | $ | 45,062 |  |  | $ | 43,901 |
Other comprehensive (loss) income, net of tax: |  |  |  |  |
Foreign currency translation adjustments | (11,853) |  |  | 5,382 |  |  | 96 |
Benefit plans | 235 |  |  | (1,210) |  |  | (8,733) |
Total other comprehensive (loss) income, net of tax | (11,618) |  |  | 4,172 |  |  | (8,637) |
Comprehensive income attributable to common stockholders | $ | 112,389 |  |  | $ | 49,234 |  |  | $ | 35,264 |
See accompanying Notes to Financial Statements. BGC PARTNERS, INC. (Parent Company Only) STATEMENTS OF CASH FLOWS (in thousands)
| Year Ended December 31,
| 2021 |  | 2020 |  | 2019
CASH FLOWS FROM OPERATING ACTIVITIES: |  |  |  |  |
Net income available to common stockholders | $ | 124,007 |  |  | $ | 45,062 |  |  | $ | 43,901 |
Adjustments to reconcile net income to net cash used in operating activities: |  |  |  |  |
Amortization of deferred financing costs | 3,592 |  |  | 4,188 |  |  | 3,206 |
Equity (income) loss of subsidiaries | (114,971) |  |  | (38,030) |  |  | (46,752) |
Deferred tax (benefit) expense | (6,404) |  |  | (13,585) |  |  | (20,042) |
Decrease (increase) in operating assets: |  |  |  |  |
Investments in subsidiaries | 335,295 |  |  | (11,480) |  |  | 12,400 |
Receivables from related parties | (7,280) |  |  | 1,241 |  |  | 16,029 |
Note receivable from related party | 251,312 |  |  | (187,069) |  |  | (366,496) |
Other assets | 1,769 |  |  | 887 |  |  | 861 |
(Decrease) increase in operating liabilities: |  |  |  |  |
Accounts payable, accrued and other liabilities | (21,459) |  |  | 14,295 |  |  | (4,125) |
Net cash used in operating activities | 565,861 |  |  | (184,491) |  |  | (361,018) |
CASH FLOWS FROM INVESTING ACTIVITIES: |  |  |  |  |
Net cash used in investing activities | — |  |  | — |  |  | — |
CASH FLOWS FROM FINANCING ACTIVITIES: |  |  |  |  |
Dividends to stockholders | (15,098) |  |  | (60,440) |  |  | (192,442) |
Repurchase of Class A common stock | (365,398) |  |  | (5) |  |  | (970) |
Issuance of senior notes, net of deferred issuance costs | — |  |  | 294,396 |  |  | 294,845 |
Repayments of senior notes | (256,032) |  |  | (43,968) |  |  | — |
Unsecured revolving credit agreement borrows | 300,000 |  |  | 230,000 |  |  | 390,000 |
Unsecured revolving credit agreement repayments | (300,000) |  |  | (300,000) |  |  | (320,000) |
Distributions from subsidiaries | 70,602 |  |  | 61,972 |  |  | 184,545 |
Proceeds from offering of Class A common stock, net | 72 |  |  | 2,516 |  |  | 4,929 |
Net cash provided by financing activities | (565,854) |  |  | 184,471 |  |  | 360,907 |
Net increase (decrease) in cash and cash equivalents | 7 |  |  | (20) |  |  | (111) |
Cash and cash equivalents at beginning of period | 24 |  |  | 44 |  |  | 155 |
Cash and cash equivalents at end of period | $ | 31 |  |  | $ | 24 |  |  | $ | 44 |
Supplemental cash information: |  |  |  |  |
Cash paid (refund) during the period for taxes | $ | (157) |  |  | $ | (5,919) |  |  | $ | 5,422 |
Cash paid during the period for interest | 59,018 |  |  | 60,594 |  |  | 47,329 |
Supplemental non-cash information: |  |  |  |  |
Issuance of Class A common stock upon exchange of limited partnership interests | $ | 157,547 |  |  | $ | 11,388 |  |  | $ | 26,146 |
Issuance of Class A and contingent Class A common stock and limited partnership interests for acquisitions | 1,160 |  |  | 1,578 |  |  | 3,040 |
See accompanying Notes to Financial Statements. Organization and Basis of Presentation The accompanying Parent Company Only Financial Statements of BGC Partners should be read in conjunction with the consolidated financial statements of BGC Partners and subsidiaries and the notes thereto. In addition, certain reclassifications have been made to previously reported amounts to conform to the current presentation. For the year ended December 31, 2021, the Company declared and paid cash dividends of $0.04 per share to BGC Class A and Class B common stockholders. For the year ended December 31, 2020 and 2019, the comparable cash dividend amounts were $0.17 per share and $0.56 per share, respectively. Revisions of Previously Issued Financial Statements On July 30, 2021, the Company completed the purchase of the Futures Exchange Group for a purchase price of $4.9 million at closing, plus the cash held at closing by the Futures Exchange Group, and an earn-out, only payable out of the Company's portion of the profits of the Futures Exchange Group, capped at the amount Cantor contributed to the Futures Exchange Group prior to closing. The Futures Exchange Group acquisition has been determined to be a combination of entities under common control that resulted in a change in the reporting entity. Accordingly, the financial results of the Company have been recast to include the financial results of the Futures Exchange Group in the current and prior periods as if the Futures Exchange Group had always been consolidated. The assets and liabilities of the Futures Exchange Group have been recorded in the Company's consolidated statements of financial condition at the seller's historical carrying value. The purchase of the Futures Exchange Group was accounted for as an equity transaction for the period ended September 30, 2021 (the period in which the transaction occurred). For more information about the revisions to our previously issued financial statements, see Note 1—“Organization and Basis of Presentation” in the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Commitments, Contingencies and Guarantees On March 13, 2015, subsidiaries of the Company entered into a secured loan arrangement of $28.2 million, under which it pledged certain fixed assets as security for a loan. This arrangement was guaranteed by the Parent Company, incurred interest at a fixed rate of 3.70% and matured on March 13, 2019, therefore there were no borrowings outstanding as of December 31, 2021 and 2020. On July 10, 2015, the Company and GFI entered into a guarantee pursuant to which the Parent Company has guaranteed the obligations of GFI under GFI’s 8.375% Senior notes due in the remaining aggregate principal amount of $240.0 million and the indenture for the notes, dated as of July 19, 2011, between GFI and The Bank of New York Mellon Trust Company, N.A., as Trustee. Pursuant to the terms of the indenture, the interest rate on the notes was reduced effective July 19, 2015 as a result of prior ratings increases following the acquisition of GFI by BGC Partners. In addition, on January 13, 2016 the interest rate was further reduced as a result of another ratings increase. The Company and GFI will share any cost savings, including interest and other costs, resulting from the credit enhancement provided by BGC Partners. On May 31, 2017, the Company entered into a secured loan arrangement of $29.9 million, under which it pledged certain fixed assets as security for a loan. This arrangement incurs interest at a fixed rate of 3.44% per year and matured on May 31, 2021; therefore, there were no borrowings outstanding as of December 31, 2021. As of December 31, 2020, the Company had $4.0 million outstanding related to this secured loan arrangement. The book value of the fixed assets pledged as of December 31, 2020 was $0.8 million. On April 8, 2019, the Company entered into a secured loan arrangement of $15.0 million, under which it pledged certain fixed assets as security for a loan. This arrangement is guaranteed by the Parent Company, incurs interest at a fixed rate of 3.77% and matures on April 8, 2023. As of December 31, 2021 and 2020, the Company had $5.9 million and $9.6 million outstanding related to this secured loan arrangement, respectively. The book value of the fixed assets pledged as of December 31, 2021 was $0.1 million. The book value of the fixed assets pledged as of December 31, 2020 was $1.2 million. On April 19, 2019, the Company entered into a $10.0 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan. This arrangement incurs interest at a fixed rate of 3.89% and matures on April 19, 2023. As of December 31, 2021 and December 31, 2020, the Company had $3.8 million and $6.3 million, respectively, outstanding related to this secured loan arrangement. The book value of the fixed assets pledged as of December 31, 2021 was $1.0 million. The book value of the fixed assets pledged as of December 31, 2020 was $2.7 million.Long-Term Debt Unsecured Senior Revolving Credit On November 28, 2018, the Company entered into the Revolving Credit Agreement with Bank of America, N.A., as administrative agent, and a syndicate of lenders, which replaced the existing committed unsecured senior revolving credit agreement. The maturity date of the Revolving Credit Agreement was November 28, 2020, and the maximum revolving loan balance is $350.0 million. Borrowings under this Revolving Credit Agreement bear interest at either LIBOR or a defined base rate plus additional margin. On December 11, 2019, the Company entered into an amendment to the Revolving Credit Agreement. Pursuant to the amendment, the maturity date was extended to February 26, 2021. On February 26, 2020, the Company entered into a second amendment to the Revolving Credit Agreement, pursuant to which, the maturity date was extended by two years to February 26, 2023. There was no change to the interest rate or the maximum revolving loan balance. On November 1, 2021, the Company repaid in full the $300.0 million borrowings outstanding under the Revolving Credit Agreement. As of both December 31, 2021 and 2020, there were no borrowings outstanding under the Revolving Credit Agreement. The average interest rate on the outstanding borrowings was 2.09% and 2.88% for the years ended December 31, 2021 and 2020, respectively. The Company recorded interest expense related to the Revolving Credit Agreement of $3.6 million, $5.3 million and $10.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. 5.125% Senior Notes On May 27, 2016, the Company issued an aggregate of $300.0 million principal amount of 5.125% Senior Notes, which matured on May 27, 2021. The 5.125% Senior Notes were general senior unsecured obligations of the Company. The 5.125% Senior Notes bore interest at a rate of 5.125% per year, payable in cash on May 27 and November 27 of each year, commencing November 27, 2016 and ending the maturity date. Prior to maturity, on August 5, 2020, the Company commenced a cash tender offer for any and all $300.0 million outstanding aggregate principal amount of its 5.125% Senior Notes. On August 11, 2020, the Company’s cash tender offer expired at 5:00 p.m., New York City time. As of the expiration time, $44.0 million aggregate principal amount of the 5.125% Senior Notes were validly tendered. These notes were redeemed on the settlement date of August 14, 2020. On May 27, 2021, BGC repaid the remaining $256.0 million principal plus accrued interest on its 5.125% Senior Notes. The Company recorded interest expense related to the 5.125% Senior Notes of $5.8 million, $16.3 million, and $16.2 million for the years ended December 31, 2021, 2020 and 2019. 5.375% Senior Notes On July 24, 2018, the Company issued an aggregate of $450.0 million principal amount of 5.375% Senior Notes. The 5.375% Senior Notes are general senior unsecured obligations of the Company. The 5.375% Senior Notes bear interest at a rate of 5.375% per year, payable in cash on January 24 and July 24 of each year, commencing January 24, 2019. The 5.375% Senior Notes will mature on July 24, 2023. The Company may redeem some or all of the 5.375% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the Indenture related to the 5.375% Senior Notes). If a “Change of Control Triggering Event” (as defined in the Indenture) occurs, holders may require the Company to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date. The initial carrying value of the 5.375% Senior Notes was $444.2 million, net of the discount and debt issuance costs of $5.8 million. The issuance costs are amortized as interest expense and the carrying value of the 5.375% Senior Notes will accrete up to the face amount over the term of the notes. The carrying value of the 5.375% Senior Notes as of December 31, 2021 was $447.9 million. The Company recorded interest expense related to the 5.375% Senior Notes of $25.5 million, $25.5 million and $25.6 million for the years ended December 31, 2021, 2020 and 2019, respectively. 3.750% Senior Notes On September 27, 2019, the Company issued an aggregate of $300.0 million principal amount of 3.750% Senior Notes. The 3.750% Senior Notes are general unsecured obligations of the Company. The 3.750% Senior Notes bear interest at a rate of 3.750% per year, payable in cash on April 1 and October 1 of each year, commencing April 1, 2020. The 3.750% Senior Notes will mature on October 1, 2024. The Company may redeem some or all of the 3.750% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the Indenture). If a “Change of Control Triggering Event” (as defined in the Indenture) occurs, holders may require the Company to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date. The initial carrying value of the 3.750% Senior Notes was $296.1 million, net of discount and debt issuance costs of $3.9 million. The issuance costs will be amortized as interest expense and the carrying value of the 3.750% Senior Notes will accrete up to the face amount over the term of the notes. The carrying value of the 3.750% Senior Notes was $297.7 million as of December 31, 2021. The Company recorded interest expense related to the 3.750% Senior Notes of $12.1 million $12.1 million and $3.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. 4.375% Senior Notes On July 10, 2020, the Company issued an aggregate of $300.0 million principal amount of 4.375% Senior Notes. The 4.375% Senior Notes are general unsecured obligations of the Company. The 4.375% Senior Notes bear interest at a rate of 4.375% per year, payable in cash on June 15 and December 15 of each year, commencing December 15, 2020. The 4.375% Senior Notes will mature on December 15, 2025. The Company may redeem some or all of the 4.375% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices. If a “Change of Control Triggering Event” occurs, holders may require the Company to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date. The initial carrying value of the 4.375% Senior Notes was $296.8 million, net of discount and debt issuance costs of $3.2 million. The issuance costs will be amortized as interest expense, and the carrying value of the 4.375% Senior Notes will accrete up to the face amount over the term of the notes. The carrying value of the 4.375% Senior Notes was $297.5 million as of December 31, 2021. The Company recorded interest expense related to the 4.375% Senior Notes of $13.8 million and $6.5 million for years ended December 31, 2021 and 2020, respectively. The Company did not record interest expense related to the 4.375% Senior Notes for year ended December 31, 2019.

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- Definition The entire disclosure for condensed financial information, including the financial position, cash flows, and the results of operations of the registrant (parent company) as of the same dates or for the same periods for which audited consolidated financial statements are being presented. Alternatively, the details of this disclosure can be reported by the specific parent company taxonomy elements, indicating the appropriate date and period contexts in an instance document. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 10 -Section S99 -Paragraph 6 -Subparagraph (SX 210.5-04(Schedule I)) -URI http://asc.fasb.org/extlink&oid=120391182&loc=d3e5864-122674 Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 45 -Paragraph 11 -URI http://asc.fasb.org/extlink&oid=123454820&loc=d3e5283-111683 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-04(a)) -URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690 + Details
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