Earnings Per Share

6 Months Ended

Jun. 30, 2023

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 June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Basic earnings (loss) per share:
Net income (loss) available to common stockholders	$	(19,704)	$	14,762	$	(726)	$	40,734
Basic weighted-average shares of common stock outstanding	391,745		375,613		383,528		371,988
Basic earnings (loss) per share	$	(0.05)	$	0.04	$	—	$	0.11

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 shares of BGC 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 June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Fully diluted earnings (loss) per share
Net income (loss) available to common stockholders	$	(19,704)	$	14,762	$	(726)	$	40,734
Allocations of net income (loss) to limited partnership interests, net of tax	—		4,948		—		12,614
Net income (loss) for fully diluted shares	$	(19,704)	$	19,710	$	(726)	$	53,348
Weighted-average shares:
Common stock outstanding	391,745		375,613		383,528		371,988
Partnership units¹	—		129,163		—		129,420
RSUs (Treasury stock method)	—		1,188		—		2,084
Other	—		1,041		—		1,117
Fully diluted weighted-average shares of common stock outstanding	391,745		507,005		383,528		504,609
Fully diluted earnings (loss) per share	$	(0.05)	$	0.04	$	—	$	0.11

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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 and six months ended June 30, 2023, 114.2 million and 120.0 million, respectively, of potentially dilutive securities 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 June 30, 2023, included 110.5 million limited partnership interests and 3.8 million other contracts to issue shares of BGC Class A common stock, including RSUs. Anti-dilutive securities for the six months ended June 30, 2023, included 115.4 million limited partnership interests and 4.5 million other contracts to issue shares of BGC Class A common stock, including RSUs. For the three and six months ended June 30, 2022, 1.8 million and 0.5 million of potentially dilutive securities were excluded from the computation of fully diluted EPS because their effect would have been anti-dilutive. Anti-dilutive securities for the three and six months ended June 30, 2022 were comprised of RSUs.

As of June 30, 2023 and 2022, approximately 39.6 million and 41.9 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 period.