NEW YORK, March 27, 2018 /PRNewswire/ -- BGC Partners,
Inc. (NASDAQ: BGCP) ("BGC Partners", "BGC", or the "Company"), a leading global brokerage company servicing the financial and
real estate markets, today updated its outlook with respect to its financial results for the quarter ending March 31, 2018.
Updated Outlook1
BGC's revenues and pre-tax Adjusted Earnings for the first quarter of 2018 are now expected to be above the high end
of the range of its previously stated guidance. The Company's consolidated outlook incorporates Real Estate Services offered
through its publicly traded subsidiary Newmark Group, Inc. (NASDAQ: NMRK) ("Newmark"), Financial Services offered through the
Company's wholly owned subsidiaries, and Corporate items.
BGC and Newmark are each expected to issue separate quarterly financial results press releases and to host separate conference
calls to discuss these quarterly results on May 3, 2018. Details of both calls will be announced at
a later date. As was previously disclosed, Newmark intends to provide standalone guidance only on an annual basis, and expects to
provide and update its annual outlook when it reports its first quarter 2018 results.
Adjusted Earnings Defined
BGC Partners uses non-GAAP financial measures including, but not limited to, "pre-tax Adjusted Earnings" and "post-tax
Adjusted Earnings," which are supplemental measures of operating results that are used by management to evaluate the financial
performance of the Company and its consolidated subsidiaries. BGC believes that Adjusted Earnings best reflect the operating
earnings generated by the Company on a consolidated basis and are the earnings which management considers when managing its
business.
As compared with "income (loss) from operations before income taxes", and "net income (loss) per fully diluted share", all
prepared in accordance with GAAP, Adjusted Earnings calculations primarily exclude certain non-cash items and other expenses that
generally do not involve the receipt or outlay of cash by the Company and/or which do not dilute existing stockholders, as
described below. In addition, Adjusted Earnings calculations exclude certain gains and charges that management believes do not
best reflect the ordinary results of BGC.
Adjustments Made to Calculate Pre-Tax Adjusted Earnings
BGC defines pre-tax Adjusted Earnings as GAAP income (loss) from operations before income taxes and noncontrolling
interest in subsidiaries excluding items, such as:
- Non-cash asset impairment charges, if any;
- Allocations of net income to limited partnership units;
- Non-cash charges related to the amortization of intangibles with respect to acquisitions; and
- Non-cash charges relating to grants of exchangeability to limited partnership units that reflect the value of the shares of
common stock into which the unit is exchangeable when the unit holder is granted exchangeability not previously expensed in
accordance with GAAP.
Virtually all of BGC's key executives and producers have partnership or equity stakes in the Company and receive deferred
equity or limited partnership units as part of their compensation. A significant percentage of the Company's fully diluted shares
are owned by its executives, partners and employees. The Company issues limited partnership units and grant exchangeability to
unit holders to provide liquidity to its employees, to align the interests of its employees and management with those of common
stockholders, to help motivate and retain key employees, and to encourage a collaborative culture that drives cross-selling and
revenue growth.
When the Company issues limited partnership units, the shares of common stock into which the units can be ultimately exchanged
are included in BGC's fully diluted share count for Adjusted Earnings at the beginning of the subsequent quarter after the date
of grant. BGC includes such shares in the Company's fully diluted share count when the unit is granted because the unit holder is
expected to be paid a pro-rata distribution based on BGC's calculation of Adjusted Earnings per fully diluted share and because
the holder could be granted the ability to exchange their units into shares of common stock in the future. Non-cash charges with
respect to grants of exchangeability reflect the value of the shares of common stock into which the unit is exchangeable when the
unit holder is granted exchangeability not previously expensed in accordance with GAAP. The amount of non-cash charges relating
to grants of exchangeability the Company uses to calculate pre-tax Adjusted Earnings on a quarterly basis is based upon the
Company's estimate of expected grants of exchangeability to limited partnership units during the annual period, as described
further below under "Adjustments Made to Calculate Post-Tax Adjusted Earnings."
Adjusted Earnings also excludes non-cash GAAP gains attributable to originated mortgage servicing rights (which Newmark refers
to as "OMSRs") and non-cash GAAP amortization of mortgage servicing rights (which the Company refers to as "MSRs"). Under GAAP,
the Company recognizes OMSRs gains equal to the fair value of servicing rights retained on mortgage loans originated and sold.
Subsequent to the initial recognition at fair value, MSRs are carried at the lower of amortized cost or fair value and amortized
in proportion to the net servicing revenue expected to be earned. However, it is expected that any cash received with respect to
these servicing rights, net of associated expenses, will increase Adjusted Earnings (and Adjusted EBITDA) in future periods.
Additionally, Adjusted Earnings calculations exclude certain unusual, one-time, non-ordinary or non-recurring items, if any.
These items are excluded from Adjusted Earnings because the Company views excluding such items as a better reflection of the
ongoing operations of BGC. BGC's definition of Adjusted Earnings also excludes certain gains and charges with respect to
acquisitions, dispositions, or resolutions of litigation. Management believes that excluding such gains and charges also best
reflects the ongoing performance of BGC.
Recognition of Nasdaq Earn-out Payments
Consistent with Newmark's methodology of recognizing income related to the receipt of Nasdaq earn-out payments in the
third quarter under GAAP, beginning with the first quarter of 2018, BGC will recognize the receipt of Nasdaq earn-out payments
when earned in the third quarter for Adjusted Earnings instead of pro-rating over four quarters. This GAAP methodology will lead
to earlier recognition of the Nasdaq income under Adjusted Earnings.
Adjustments Made to Calculate Post-Tax Adjusted Earnings
Because Adjusted Earnings are calculated on a pre-tax basis, BGC also intends to report post-tax Adjusted Earnings on
a consolidated basis. The Company defines post-tax Adjusted Earnings as pre-tax Adjusted Earnings reduced by the non-GAAP tax
provision described below and Adjusted Earnings attributable to noncontrolling interest in subsidiaries.
The Company calculates its tax provision for post-tax Adjusted Earnings using an annual estimate similar to how it accounts
for its income tax provision under GAAP. To calculate the quarterly tax provision under GAAP, BGC estimates its full fiscal year
GAAP income (loss) from operations before income taxes and noncontrolling interests in subsidiaries and the expected inclusions
and deductions for income tax purposes, including expected grants of exchangeability to limited partnership units during the
annual period. The resulting annualized tax rate is applied to BGC's quarterly GAAP income (loss) from operations before income
taxes and noncontrolling interests in subsidiaries. At the end of the annual period, the Company updates its estimate to reflect
the actual tax amounts owed for the period.
To determine the non-GAAP tax provision, BGC first adjusts pre-tax Adjusted Earnings by recognizing any, and only, amounts for
which a tax deduction applies under applicable law. The amounts include non-cash charges with respect to grants of
exchangeability; certain charges related to employee loan forgiveness; certain net operating loss carryforwards when taken for
statutory purposes; certain charges related to tax goodwill amortization; and deductions with respect to charitable
contributions. These adjustments may also reflect timing and measurement differences, including treatment of employee loans,
changes in the value of units between the dates of grants of exchangeability and the date of actual unit exchange, variations in
the value of certain deferred tax assets and liabilities and the different timing of permitted deductions for tax under GAAP and
statutory tax requirements.
After application of these previously described adjustments, the result is the Company's taxable income for its pre-tax
Adjusted Earnings, to which BGC then applies the statutory tax rates. This amount is the Company's non-GAAP tax provision. BGC
views the effective tax rate on pre-tax Adjusted Earnings as equal to the amount of its non-GAAP tax provision divided by the
amount of pre-tax Adjusted Earnings.
Generally, the most significant factor affecting this non-GAAP tax provision is the amount of non-cash charges relating to the
grants of exchangeability to limited partnership units. Because the non-cash charges relating to the grants of exchangeability
are deductible in accordance with applicable tax laws, increases in exchangeability have the effect of lowering the Company's
non-GAAP effective tax rate and thereby increasing its post-tax Adjusted Earnings.
Management uses post-tax Adjusted Earnings in part to help it evaluate, among other things, the overall performance of the
business, to make decisions with respect to the Company's operations, and to determine the amount of dividends payable to common
stockholders and distributions payable to holders of limited partnership units.
BGC incurs income tax expenses based on the location, legal structure and jurisdictional taxing authorities of each of its
subsidiaries. Certain of the Company's entities are taxed as U.S. partnerships and are subject to the Unincorporated Business Tax
("UBT") in New York City. Any U.S. federal and state income tax liability or benefit related to
the partnership income or loss, with the exception of UBT, rests with the unit holders rather than with the partnership entity.
The Company's consolidated financial statements include U.S. federal, state and local income taxes on the Company's allocable
share of the U.S. results of operations. Outside of the U.S., BGC operates principally through subsidiary corporations subject to
local income taxes. For these reasons, taxes for Adjusted Earnings are expected to be presented to show the tax provision the
consolidated Company would expect to pay if 100 percent of earnings were taxed at global corporate rates.
Adjusted Earnings Attributable to Noncontrolling Interest in Subsidiaries
Adjusted Earnings attributable to noncontrolling interest in subsidiaries is calculated based on the relevant
noncontrolling interest existing on the balance sheet date. Following the Newmark IPO, noncontrolling interests exist for Newmark
Group, Inc., and on the issuance of additional standalone units for BGC Holdings L.P. and Newmark Holdings L.P., because relevant
units/shares may have different economic entitlements to common stock of BGC Partners, Inc.
Calculations of Pre-Tax and Post-Tax Adjusted Earnings per Common Share
BGC's Adjusted Earnings per common share calculations assume either that:
- The fully diluted share count includes the shares related to any dilutive instruments, but excludes the associated expense,
net of tax, when the impact would be dilutive; or
- The fully diluted share count excludes the shares related to these instruments, but includes the associated expense, net of
tax.
The share count for Adjusted Earnings excludes certain shares expected to be issued in future periods but not yet eligible to
receive dividends and/or distributions. Each quarter, the dividend payable to BGC's common stockholders, if any, is expected to
be determined by the Company's Board of Directors with reference to a number of factors, including post-tax Adjusted Earnings per
common share. BGC may also pay a pro-rata distribution of net income to limited partnership units, as well as to Cantor for its
noncontrolling interest. The amount of this net income, and therefore of these payments per unit, would be determined using the
above definition of post-tax Adjusted Earnings per common share.
The declaration, payment, timing and amount of any future dividends payable by the Company will be at the discretion of its
board of directors.
Other Matters with Respect to Adjusted Earnings
The term "Adjusted Earnings" should not be considered in isolation or as an alternative to GAAP net income (loss). The
Company views Adjusted Earnings as a metric that is not indicative of liquidity or the cash available to fund its operations, but
rather as a performance measure. Pre- and post-tax Adjusted Earnings are not intended to replace the Company's presentation of
its GAAP financial results. However, management believes that these measures help provide investors with a clearer understanding
of BGC's financial performance and offer useful information to both management and investors regarding certain financial and
business trends related to the Company's financial condition and results of operations. Management believes that Adjusted
Earnings measures and the GAAP measures of financial performance should be considered together.
BGC anticipates providing forward-looking guidance for GAAP revenues and for certain Adjusted Earnings measures from time to
time. However, the Company does not anticipate providing an outlook for other GAAP results. This is because certain GAAP items,
which are excluded from Adjusted Earnings, are difficult to forecast with precision before the end of each period. The Company
therefore believes that it is not possible to forecast GAAP results or to quantitatively reconcile GAAP results to non-GAAP
results with sufficient precision unless BGC makes unreasonable efforts. The items that are difficult to predict on a quarterly
basis with precision and which can have a material impact on the Company's GAAP results include, but are not limited, to the
following:
- Allocations of net income and grants of exchangeability to limited partnership units, which are determined at the
discretion of management throughout and up to the period-end;
- The impact of certain marketable securities, as well as any gains or losses related to associated mark-to- market movements
and/or hedging. These items are calculated using period-end closing prices;
- Non-cash asset impairment charges, which are calculated and analyzed based on the period-end values of the underlying
assets. These amounts may not be known until after period-end; and
- Acquisitions, dispositions and/or resolutions of litigation which are fluid and unpredictable in nature.
About BGC Partners, Inc.
BGC Partners is a leading global brokerage company servicing the financial and real estate markets. BGC owns GFI Group
Inc., a leading intermediary and provider of trading technologies and support services to the global OTC and listed markets.
BGC's Financial Services offerings include fixed income securities, interest rate swaps, foreign exchange, equities, equity
derivatives, credit derivatives, commodities, futures, and structured products. BGC provides a wide range of services, including
trade execution, broker-dealer services, clearing, trade compression, post trade, information, and other services to a broad
range of financial and non-financial institutions. Through brands including FENICS, BGC Trader, Capitalab, Lucera, and FENICS
Market Data, BGC offers financial technology solutions, market data, and analytics related to numerous financial instruments and
markets. BGC, BGC Trader, GFI, FENICS, FENICS Market Data, Capitalab, and Lucera are trademarks/service marks and/or registered
trademarks/service marks of BGC Partners, Inc. and/or its affiliates.
BGC offers Real Estate Services through its publicly traded subsidiary Newmark Group, Inc. Investor/owner services and
products offered include capital markets (including investment sales), agency leasing, property management, valuation and
advisory, diligence and underwriting and, under other trademarks and names like Berkeley Point and NKF Capital Markets,
government sponsored enterprise lending, loan servicing, debt and structured finance and loan sales. Newmark's occupier services
and products include tenant representation, global corporate services, real estate management technology systems, workplace and
occupancy strategy, consulting, project management, lease administration and facilities management. Newmark's Class A common
stock trades on the NASDAQ Global Select Market under the ticker symbol (NASDAQ: NMRK). Newmark, NKF Capital Markets, and
Berkeley Point are trademarks/service marks and/or registered trademarks/service marks of Newmark Group, Inc. and/or its
affiliates.
BGC's customers include many of the world's largest banks, broker-dealers, investment banks, trading firms, hedge funds,
governments, corporations, property owners, real estate developers, and investment firms. BGC's common stock trades on the NASDAQ
Global Select Market under the ticker symbol (NASDAQ: BGCP). BGC also has an outstanding bond issuance of Senior Notes due
June 15, 2042, which trade on the New York Stock Exchange under the symbol (NYSE: BGCA). BGC
Partners is led by Chairman and Chief Executive Officer Howard W. Lutnick
. For more information, please visit http://www.bgcpartners.com. You can also follow BGC at https://twitter.com/bgcpartners and/or https://www.linkedin.com/company/bgc-partners.
Discussion of Forward-Looking Statements about BGC Partners and Newmark
Statements in this document regarding BGC and Newmark that are not historical facts are "forward-looking statements"
that involve risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking
statements. Except as required by law, BGC and Newmark undertake no obligation to update any forward-looking statements. For a
discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the
forward-looking statements, see BGC's and Newmark's Securities and Exchange Commission filings, including, but not limited to,
the risk factors set forth in these filings and any updates to such risk factors contained in subsequent Forms 10-K, Forms 10-Q
or Forms 8-K.
1 See the Company's financial results press release and related Current Report on Form 8-K filed with the SEC, both
dated February 9, 2018, for BGC's previous outlook.
View original content with multimedia:http://www.prnewswire.com/news-releases/bgc-partners-updates-its-outlook-for-the-first-quarter-of-2018-300620464.html
SOURCE BGC Partners, Inc. & Newmark Group