NASDAQ BGCP 5.13 -0.18 -3.39% Volume: 4,490,798 August 4, 2021

BGC Partners Reports Fourth Quarter and Full Year 2015 Financial Results

02/10/16

Click Here for Tables - (XLS)
4Q2015 Earnings Presentation - (PDF)

The Company Generated Record Quarterly Post-tax Distributable Earnings

Declares Quarterly Dividend of 14 Cents

Conference Call to Discuss Results Scheduled for 10:00 AM ET Today

NEW YORK, NY - February 10, 2016 - BGC Partners, Inc. (NASDAQ: BGCP) (“BGC Partners” or “BGC” or “the Company,”) a leading global brokerage company servicing the financial and real estate markets, today reported its financial results for the quarter and year ended December 31, 2015.  Unless otherwise stated, the financial results and other metrics for the Company’s division, GFI Group Inc. (“GFI Group” or “GFI,”) are consolidated with those of BGC for all periods from February 27, 2015 onward.

Select Results Compared to the Year-Earlier Period

Highlights of Consolidated Results (USD  millions) 4Q15 4Q14 Change FY15 FY14 Change
Revenues for distributable earnings[1] $692.0 $515.5 34.3% $2,641.3 $1,841.5 43.4%
Pre-tax distributable earnings before noncontrolling interest in subsidiaries and taxes 91.7 72.6 26.4% 332.5 247.6 34.3%
Post-tax distributable earnings 76.7 60.6 26.5% 276.4 207.4 33.3%
Adjusted EBITDA[2] 481.4 (0.3) NMF 875.5 246.0 255.9%
Revenues under U.S. Generally Accepted Accounting Principles (“GAAP”) 673.4 489.3 37.6% 2,575.4 1,787.5 44.1%
GAAP income (loss) from operations before income taxes and noncontrolling interest in subsidiaries 251.9 (59.3) NMF 388.8 (3.2) NMF
GAAP net income (loss) for fully diluted shares 70.3 (18.7) NMF 168.5 5.7 NMF
Per Share Results 4Q15 4Q14 Change FY15 FY14 Change
Pre-tax distributable earnings per share $0.23 $0.21 9.5% $0.89 $0.74 20.3%
Post-tax distributable earnings per share 0.20 0.18 11.1% 0.74 0.62 19.4%
GAAP net income (loss) per fully diluted share 0.24 (0.08) NMF 0.50 0.02 NMF

Management Comments

“BGC’s fourth quarter post-tax distributable earnings grew by more than 26 percent year-over-year to $76.7 million, while our revenues increased by 34 percent to $692 million,” said Howard W. Lutnick, Chairman and Chief Executive Officer of BGC.  “This marks our sixth consecutive quarter of record profits.  This strong performance was driven by the addition of GFI, the ongoing success of Newmark Grubb Knight Frank,[3] our Real Estate Services company, and the 112 percent year-on-year revenue increase generated by our high margin fully electronic FENICS[4] business.  BGC’s record results came despite the stronger U.S. dollar reducing our reported Financial Services revenues by $18 million and $91 million during the fourth quarter and full year 2015, respectively. 

“In January of this year, we closed the back-end merger with GFI.  The combination dramatically increases the scale and scope of the Company, and we expect the resulting improvement in BGC's economics to produce tremendous value for our investors.  The total purchase consideration for all shares of GFI purchased by BGC was approximately $750 million.[5]  

“In December, we sold Trayport to Intercontinental Exchange, Inc. for approximately 2.5 million ICE common shares issued with respect to the $650 million purchase price.[6]  We have sold over 80 percent of these shares to date, and the expected cash tax rate related to the purchase price is 10 percent or less. 

“The proceeds from the Trayport sale contributed to our more than $1 billion of balance sheet liquidity as of the end of the year.  In addition to our strong current liquidity position, we expect to receive over $730 million in additional Nasdaq stock over time, which is not yet reflected on our balance sheet.[7]  This means that we have over $1.7 billion of dry powder available to us to drive substantial returns for our investors.  We expect to use our considerable financial resources to repay debt, profitably hire, make accretive acquisitions, pay dividends, and/or repurchase shares and units of BGC, all while maintaining or improving our investment grade rating. 

“BGC’s Adjusted EBITDA increased by more than 250 percent in 2015 to $876 million, aided by the gain on sale of Trayport and by our strong revenue growth.  We expect to have strong Adjusted EBITDA and distributable earnings margins going forward as we increase the profitability of GFI, continue to grow revenues from our highly profitable FENICS business, and benefit from the strength of NGKF.

Mr. Lutnick concluded:  “I am happy to report that our board declared a 14 cent qualified dividend for the fourth quarter, which is consistent with the prior three quarters, and represents an increase of 16.7 percent year-over-year.  At yesterday’s closing stock price, this translates into a 6.6 percent annualized yield.

Shaun D. Lynn, President of BGC, said: “The acquisition of GFI drove the Company’s 51 percent year-over-year improvement in quarterly Financial Services revenues.  The integration of GFI into BGC continues to progress smoothly.  We are happy to report that we have already met our target of reducing Financial Services annualized expenses by at least $50 million by the first quarter of 2016.  We had previously expected a minimum of $40 million in further annualized cost savings by the first quarter of 2017, for a total of at least $90 million in annual savings.  We now anticipate achieving a minimum of $100 million in annual savings by the end of 2016. [8]  The improvement to our pre-tax profitability we expect to achieve with the $100 million in annualized cost savings will be at least 25 percent higher than the full year revenues of Trayport.[9]  In addition, we expect our results to further improve as we invest the net proceeds from the $650 million Trayport sale.

Our quarterly pre-tax distributable earnings increased by 25 percent in Financial Services year-on-year, driven by higher overall revenue and by the ongoing strength of FENICS.  FENICS increased its quarterly top line by over 112 percent to $59 million, while its pre-tax distributable earnings grew by 66 percent to $25 million, all compared with a year earlier.  These outstanding results were driven primarily by the addition of GFI as well as by the strong organic growth generated by our market data and software solutions products.  On an annualized basis, our pre-tax distributable earnings for FENICS are more than the annualized revenues of eSpeed,[10] which we sold in 2013 for over $1.2 billion.  FENICS continued to have strong momentum in the first quarter 2016, as revenues for these high margin offerings more than doubled year-on-year for the first 24 trading days of 2016.” 

Mr. Lynn concluded: “Regulations, capital requirements, and customer demand continue to drive the market towards increased electronic trading.  This, combined with the success we are having in attracting new customers to FENICS, converting voice and hybrid products to fully electronic trading, and growing the fees generated by our market data, software solutions, and post-trade products, make us confident that we will continue to drive further business onto FENICS over time.” 

Barry M. Gosin, Chief Executive Officer of Newmark Grubb Knight Frank, added:NGKF once again had a very strong year, as our pre-tax distributable earnings grew by approximately 50 percent to $139 million, while revenues for distributable earnings increased by approximately 38 percent to just over $1 billion.  This robust improvement was largely a result of a more than 115 percent jump in revenues from higher margin real estate capital markets brokerage, a 25 percent increase in leasing and other services revenues, and 15 percent growth from largely recurring management services fees. 

“Our full year revenue and earnings growth in Real Estate services outpaced the results of our publicly traded competitors[11] and relevant industry metrics by wide margins.  This impressive outperformance was driven in part by the acquisitions of Apartment Realty Advisors ("ARA,") Cornish & Carey, Computerized Facility Integration, and Excess Space.  In addition, NGKF generated strong organic growth as we continued to add dozens of high profile and talented brokers and other professionals, won new business, and were aided by solid commercial real estate market fundamentals.  Given our strong momentum, we expect NGKF to generate top-line growth of approximately 20 percent for year 2016.”

Dividend Information

On February 9, 2016, BGC Partners’ Board of Directors declared a quarterly cash dividend of $0.14 per share payable on March 16, 2016 to Class A and Class B common stockholders of record as of March 2, 2016.  The ex-dividend date will be February 29, 2016. 

Trayport Gain and Non-Cash GAAP Charges Excluded From Distributable Earnings

Under GAAP, the Company recorded an approximately $407 million gain, net of fees, in the fourth quarter of 2015 related to the sale of Trayport and the net realized and unrealized gains on the ICE shares as part of “total other income (losses), net.”  Offsetting this gain were approximately $187 million of GAAP expenses related to non-cash and/or non-dilutive charges recorded during the quarter, aside from those that might have been expected as part of the Company’s ordinary operating business.  Taking these items together resulted in an approximately $220 million net gain, which was excluded from distributable earnings.

In addition, certain GFI Group net operating loss carryforwards are expected to be utilized to reduce cash taxes.  Taking these items together, BGC therefore expects to pay effective cash taxes of no more than $64 million related to the Trayport purchase price, or an expected rate of less than 10 percent.

The Company still expects its effective tax rate for distributable earnings to remain at around 15 percent for the foreseeable future.  See the section of this document entitled “Differences Between Consolidated Results for Distributable Earnings and GAAP” for more details on how distributable earnings was calculated for the periods discussed herein. 

Consolidated Revenues

Unless otherwise stated, all results provided in this document compare the fourth quarter or full year 2015 with the year-earlier periods.  Certain numbers in the tables throughout this document may not sum due to rounding.  In addition, certain figures may have been adjusted for prior periods in order to conform to current reporting methodology.  Any adjustments would have had no impact on consolidated revenues or income for either GAAP or distributable earnings.

Highlights of Consolidated Revenues (USD millions) 4Q15 4Q14 Change FY15 FY14 Change
Brokerage revenues for distributable earnings $584.9 $443.9 31.8% $2,252.7 $1,579.4 42.6%
Total distributable earnings revenues 692.0 515.5 34.3% 2,641.3 1,841.5 43.4%
GAAP brokerage revenues 584.0 431.5 35.3% 2,247.3 1,561.9 43.9%
GAAP total revenues 673.4 489.3 37.6% 2,575.4 1,787.5 44.1%

Financial Services Results[12]

There was no difference in brokerage revenues between GAAP and distributable earnings for the segment.  The increase in revenues was driven by the additions of GFI and R.P. Martin.  Quarterly and full year revenues for Financial Services would have been approximately $18 million and $91 million higher but for the strengthening of the U.S. dollar relative to other major currencies compared with a year earlier. 

Industry-wide, wholesale financial brokers tend to be seasonally strongest in the first calendar quarter of the year in terms of revenues and profitability, sequentially slower in each of the next two quarters, and then weakest in the fourth calendar quarter. 

As a result of the Trayport sale, its revenues, net of intra-company eliminations, are shown separately in the below tables, while its results are excluded from those of BGC’s fully electronic businesses and from the Company’s calculation of revenue per front office employee elsewhere in this document.  

Financial Services Results for Distributable Earnings (USD millions) 4Q15 4Q14 Change FY15 FY14 Change
Rates revenues $106.9 $89.7 19.1% $468.5 $401.6 16.7%
Foreign exchange revenues 71.6 57.6 24.3% 310.6 215.2 44.4%
Credit revenues 63.9 47.9 33.2% 273.3 225.9 21.0%
Energy and commodities revenues 59.2 15.8 275.2% 198.3 55.8 255.4%
Equities and other asset classes revenues 47.0 30.7 53.2% 187.7 120.5 55.7%
Total brokerage revenues for both distributable earnings and GAAP 348.5 241.7 44.2% 1,438.4 1,018.9 41.2%
  Market data and software solutions, excluding Trayport, net of intra-company eliminations 10.9 2.6 323.7% 36.5 9.5 284.7%
Trayport revenues, net of intra-company eliminations 15.8 - NMF 58.6 - NMF
Interest, fees from related parties, and other revenue (including Nasdaq earn-out) for distributable earnings 19.0 16.5 15.4% 69.3 52.3 32.4%
Total revenues for distributable earnings 394.3 260.8 51.2% 1,602.8 1,080.7 48.3%
Pre-tax distributable earnings 65.9 52.8 24.8% 285.4 216.9 31.6%
Pre-tax distributable earnings as a percent of revenues 16.7% 20.3%   17.8% 20.1%  

The year-on-year decline in Financial Services pre-tax margins under both GAAP and distributable earnings was due primarily to the inclusion of GFI, which had significantly lower margins as a stand-alone company.  As the $100 million in annualized cost synergies are realized, and as fully electronic revenues become a larger percentage of revenues, the Company expects segment margins to expand from their current levels, all else being equal.

Financial Services Results for GAAP (USD millions) 4Q15 4Q14 Change FY15 FY14 Change
Total brokerage revenues for both distributable earnings and GAAP $348.5 $241.7 44.2% $1,438.4 $1,018.9 41.2%
Market data and software solutions, excluding Trayport, net of intra-company eliminations 10.9 2.6 323.7% 36.5 9.5 284.7%
Trayport revenues, net of intra-company eliminations 15.8 - NMF 58.6 - NMF
Interest, fees from related parties, and other revenue 1.4 2.7 (47.0)% 9.7 15.9 (39.4)%
GAAP total revenues 376.7 247.0 52.5% 1,543.2 1,044.3 47.8%
  GAAP other income, net (including Nasdaq earn-out) 9.8 7.4
32.3% 68.0 52.8
28.9%
  GAAP income from operations before taxes 58.1 46.4 25.2% 293.8 233.3 26.0%
GAAP income from operations before taxes as a percent of revenues 15.4% 18.8%   19.0% 22.3%  

In the table below, results for FENICS are broken out from the above Financial Services results.  The technology services revenues shown are eliminated upon consolidation.  As the integration of GFI continues, the Company expects the profitability of FENICS to improve.

FENICS Results in Financial Services (Excludes Trayport) (USD millions) 4Q15 4Q14 Change FY15 FY14 Change
Fully electronic brokerage revenues $36.5 $25.3 44.1% $150.6 $89.5 68.2%
Market data and software solutions revenues, net of intra-company eliminations 10.9 2.6 323.7% 36.5 9.5 284.7%
Technology services (inter-company) 11.7 - NMF 37.3 - NMF
Total FENICS revenues 59.1 27.9 112.1% 224.3 99.0 126.6%
  Pre-tax distributable earnings from FENICS 25.2 15.2 66.0% 98.2 53.9 82.4%
Pre-tax distributable earnings from FENICS as a percent of fully electronic revenues 42.7% 54.5%   43.8% 54.4%  

Real Estate Services Results

For the full year 2015, the acquisitions of ARA and Cornish & Carey contributed to the dramatic growth of NGKF’s real estate capital markets revenues.  Cornish & Carey and Excess Space added to the Company’s leasing and other services business.  Revenues from Computerized Facility Integration were recorded as part of management services.  NGKF also recorded strong organic growth.

Industry-wide, commercial real estate brokers tend to be seasonally slowest in the first calendar quarter of the year in terms of revenues and profitability, sequentially stronger in each of the next two quarters, and then strongest in the fourth calendar quarter. 

NGKF Results for Distributable Earnings (USD millions) 4Q15 4Q14 Change FY15 FY14 Change
Leasing and other services revenues for distributable earnings $163.2 $148.1 10.2% $545.1 $435.3 25.2%
Real estate capital markets revenues for distributable earnings 73.1 54.1 35.2% 269.3 125.2 115.1%
Total real estate brokerage for distributable earnings 236.3 202.2 16.9% 814.3 560.5 45.3%
Management services, interest, and other revenues for distributable earnings 52.0 45.2 15.0% 189.3 164.9 14.8%
Total revenues for distributable earnings 288.3 247.4 16.5% 1,003.6 725.4 38.3%
Pre-tax distributable earnings 47.4 38.3 23.9% 139.4 92.8 50.2%
Pre-tax distributable earnings as a percent of revenues 16.5% 15.5%   13.9% 12.8%  

For distributable earnings, Real Estate Services brokerage revenues generally include the collection of cash representing the acquisition date fair value of certain receivables that would have been recognized for GAAP other than for the effect of acquisition accounting. 

Real Estate Services Results for GAAP (USD millions) 4Q15 4Q14 Change FY15 FY14 Change
GAAP leasing and other services revenues $162.3 $136.7 18.7% $539.7 $418.7 28.9%
GAAP real estate capital markets revenues 73.1 54.1 35.2% 269.2 125.2 115.0%
Total GAAP real estate brokerage revenues 235.4 190.8 23.4% 808.9 543.9 48.7%
GAAP management services and other revenues 52.0 45.2 15.0% 189.6 164.9 15.0%
Total GAAP revenues 287.4 236.0 21.8% 998.5 708.8 40.9%
GAAP income from operations before taxes 45.7 33.3 37.5% 129.8 69.1 87.7%
GAAP income from operations before taxes as a percent of revenues 15.9% 14.1%   13.0% 9.8%  

See the tables towards the end of this document titled “Segment Disclosure” for additional information on both Real Estate Services and Financial Services, as well as on Corporate Items.

Consolidated Expenses

Overall expenses for distributable earnings increased as a percent of revenues, which primarily reflected the impact of GFI and other acquisitions across a number of line items.  The Company expects overall expenses to decline as a percentage of revenues, all else equal, as it achieves its target of at least $100 million in annualized expense reductions.

Consolidated Expenses (USD millions) 4Q15 4Q14 Change FY15 FY14 Change
Compensation and employee benefits for distributable earnings $428.9 $318.4 34.7% $1,641.4 $1,128.5 45.4%
Non-compensation expenses for distributable earnings 171.4 124.5 37.7% 667.4 465.4 43.4%
Total expenses for distributable earnings 600.3 442.9 35.5% 2,308.8 1,593.9 44.9%
  Compensation and employee benefits under GAAP 478.9 310.8 54.1% 1,695.0 1,121.1 51.2%
GAAP allocations of net income and grant of exchangeability to limited partnership units and FPUs 145.7 30.4 379.5% 259.6 136.6 90.0%
Non-compensation expenses under GAAP 218.0 209.0 4.3% 751.4 573.8 31.0%
Total expenses under GAAP 842.6 550.2 53.1% 2,706.0 1,831.5 47.7%
Compensation and employee benefits as a percent of revenues for distributable earnings 62.0% 61.8%   62.1% 61.3%  
  Non-compensation expenses as a percent of distributable earnings revenues 24.8% 24.1%   25.3% 25.3%  
Compensation and employee benefits as a percent of revenues under GAAP 71.1% 63.5%   65.8% 62.7%  
Non-compensation expenses as a percent of GAAP revenues 32.4% 42.7%   29.2% 32.1%  

BGC’s effective tax rate for distributable earnings was unchanged at 15 percent for the fourth quarter and full year 2015.

Consolidated Income and Share Count

With respect to BGC's consolidated financial results, for the period from February 27, 2015, to January 11, 2016, approximately 33 percent of GFI's post-tax distributable earnings were attributable to non-controlling interest in subsidiaries, while the remaining approximately 67 percent were attributable to BGC's fully diluted shareholders.  From January 12, 2016 forward, 100 percent of GFI's post-tax distributable earnings are expected to be attributable to BGC's fully diluted shareholders. 

Consolidated Income (USD millions except per share data) 4Q15 4Q14 Change FY15 FY14 Change
Pre-tax distributable earnings before non-controlling interest in subsidiaries and taxes $91.7 $72.6 26.4% $332.5 $247.6 34.3%
Post-tax distributable earnings 76.7 60.6 26.5% 276.4 207.4 33.3%
GAAP income from operations before income taxes 251.9 (59.3) NMF 388.8 (3.2) NMF
GAAP net income for fully diluted shares 70.3 (18.7) NMF 168.5 5.7 NMF
  Post-tax distributable earnings per fully diluted share 0.20 0.18 11.1% 0.74 0.62 19.4%
GAAP net income per fully diluted share 0.24 (0.08) NMF 0.50 0.02 NMF

BGC had a fully diluted weighted-average share count of 404.1 million in the fourth quarter of 2015 for distributable earnings and 289.6 million under GAAP.   In the fourth quarter of 2014, the Company’s fully diluted share count was 374.3 million for distributable earnings and 221.0 under GAAP. 

For full year 2015, the Company had a fully diluted weighted-average share count of 390.8 for distributable earnings and 335.4 million under GAAP.  For 2014, these figures were 368.6 million and 328.5 million, respectively. 

The GAAP share counts were lower because they exclude certain share equivalents in order to avoid anti-dilution.

The share count for both GAAP and distributable earnings increased year-on-year due primarily to issuances related to various acquisitions, employee equity-based compensation, and front-office hires.  This was partially offset by the redemption and/or repurchase of 2.1 million shares and/or units, net, at a cost to BGC of $18.1 million, or $8.53 per share or unit during the full year ended December 31, 2015. 

As of December 31, 2015, the Company’s fully diluted share count for distributable earnings was 404.6 million, assuming conversion of BGC’s 4.5 percent Convertible Senior Notes into 16.3 million shares, but not including the 23.5 million shares issued subsequent to year-end in connection with the GFI back-end merger. 

Consolidated Balance Sheet

The Company’s balance sheet consolidates that of GFI, and reflects the impact of acquisition accounting across various line items. 

As of December 31, 2015, the Company’s liquidity, which it defines as “cash and cash equivalents,” “marketable securities,” “securities owned,” held for liquidity purposes, less “securities loaned”, was $1,026.1 million; notes payable and collateralized borrowings were $840.9 million; book value per common share was $2.56; and total capital, which BGC Partners defines as “redeemable partnership interest,” “noncontrolling interest in subsidiaries,” and “total stockholders' equity,” was $1,299.7 million.  In comparison, as of December 31, 2014, the Company’s liquidity was $825.5 million; notes payable, collateralized borrowings, and notes payable to related parties were $706.7 million; book value per common share was $1.83; and total capital was $641.4 million.  The Company’s calculation for liquidity as of year-end 2014 included the 17.1 million shares of GFI that BGC and its affiliates owned at the time, although they were not intended to be sold. 

The increase in BGC’s liquidity since year-end 2014 was primarily related to the receipt of 2.5 million ICE shares.  This was partially offset by cash used to purchase GFI, ARA, Cornish & Carey, Computerized Facility Integration, Excess Space, Steffner Commercial Real Estate,[13] and Cincinnati Commercial Real Estate; cash used for the redemption and/or repurchase of 2.1 million shares and/or units, net, at a cost to BGC of $18.1 million, or $8.53 per share or unit during the full year ended December 31, 2015;  as well as a previously disclosed legal settlement.

The Company’s balance sheet does not reflect the anticipated receipt of over $730 million worth of additional Nasdaq stock, because these shares are contingent upon Nasdaq generating at least $25 million in gross revenues annually.  Nasdaq has recorded more than $1.5 billion in gross revenues for each of the last 10 calendar years, and generated gross revenues of approximately $3.4 billion in 2015.

As of January 31, 2016, the Company had sold more than 80 percent of its ICE shares.  BGC has entered into hedging arrangements with respect to shares of ICE and Nasdaq from time to time, and expects that it may do so in the future.  

Front Office Statistics[14]

Revenue-Generating Headcount Data (period end) 4Q15 4Q14 Change FY15 FY14 Change
Financial Services 2,454 1,619 52% 2,454 1,619 52%
NGKF 1,401 1,244 13% 1,401 1,244 13%
Total 3,855 2,863 35% 3,855 2,863 35%
Revenue-Generating Headcount Data (period average) 4Q15 4Q14 Change FY15 FY14 Change
Financial Services 2,488 1,545 61% 2,329 1,531 52%
NGKF 1,381 1,139 21% 1,319 976 35%
Total 3,868 2,684 44% 3,648 2,507 46%

Historically, BGC’s revenue per front office employee has generally fallen in the periods following large acquisitions.  In addition, newly hired brokers tend to reach full productivity in their second year with the Company.  As the integration of BGC’s acquisitions continues, newly hired NGKF brokers ramp up their production, and as more voice and hybrid revenue is converted to more profitable fully electronic trading, the Company expects revenue per broker statistics to improve across both segments.

Revenue Per Broker/Salesperson (period average in USD thousands) 4Q15 4Q14 Change FY15 FY14 Change
Financial Services for distributable earnings $145 $157 (8)% $633 $671 (6)%
NGKF for distributable earnings 171 178 (4)% 617 575 7%
Total company for distributable earnings 154 166 (7)% 627 635 (1)%
  Financial Services under GAAP $145 $157 (8)% $633 $671 (6)%
NGKF under GAAP 171 167 2% 613 557 10%
Total company under GAAP 154 162 (5)% 626 628 (0)%

Outlook

*   BGC anticipates first quarter of 2016 distributable earnings revenues to increase by between approximately 13 percent and 21 percent and to be between $635 million to $680 million, compared with $563.9 million a year earlier. 

*   BGC expects first quarter of 2016 pre-tax distributable earnings to increase by between approximately 6 percent and 26 percent and to be in the range of $80 million to $95 million, versus $75.2 million a year earlier.

*   BGC expects full year 2016 Real Estate services distributable earnings revenues to increase by approximately 20 percent to $1.2 billion, compared with $1 billion in 2015.

*   BGC anticipates its effective tax rate for distributable earnings to remain approximately 15 percent for the year.[15]

BGC intends to update its consolidated first quarter guidance before the end of March, 2016.

Differences Between Consolidated Results for Distributable Earnings and GAAP

The following sections describe the main differences between results as calculated for distributable earnings and GAAP for the periods described herein. 

Differences between Revenues and Other income (losses), net, for Distributable Earnings and GAAP

In the fourth quarter of 2015 and 2014, BGC recorded revenues of distributable earnings related to the Nasdaq earn-out and associated mark-to-market movements and/or hedging of $17.6 million and $14.0 million, respectively.  For the full years 2015 and 2014, these figures for distributable earnings were $60.7 million and $45.9 million, respectively.  Under GAAP, there was no such impact on revenue, although gains of $9.8 million and $7.4 million related to the mark-to-market movements and/or hedging on the Nasdaq shares were recognized as part of “Other income (losses), net” in the fourth quarters of 2015 and 2014, respectively.  For the full years 2015 and 2014, gains of $68.0 million and $52.8 million, respectively, related to the Nasdaq earn-out and associated mark-to-market movements and/or hedging were recognized as part of “Other income (losses), net” under GAAP.

In the fourth quarter and full year 2015, gains of $407.2 million and $448.4 million, respectively, with respect to acquisitions, dispositions, and resolutions of litigation were included in GAAP “Other income (losses), net,” but were excluded for distributable earnings purposes.  These were primarily related to the gain on the sale of Trayport and the net realized and unrealized gains on the ICE shares received in the Trayport transaction.  In addition, the full year 2015 included the unrealized gain with respect to the shares of GFI owned by the Company prior to the successful completion of BGC’s tender offer for GFI.  For the year earlier periods, losses of $3.3 million related to acquisition adjustments were included in GAAP “Other income (losses), net” but were excluded for distributable earnings.

In the fourth quarter and full year 2015, a loss of $0.8 million and a gain of $1.9 million, respectively, related to BGC’s investments accounted for under the equity method were included as part of “Other income (losses), net” under GAAP but were excluded for distributable earnings.  For the year earlier periods, the equivalent figures were losses of $2.4 million and $8.6 million.

Treatment of Real Estate Purchased Revenue and Compensation for Distributable Earnings and GAAP

In the fourth quarter and full year 2015, Real Estate Services brokerage revenues for distributable earnings included the collection of $0.9 million and $5.4 million of cash, respectively, which represented the acquisition date fair value of certain receivables.  The corresponding figures for the respective year earlier periods were $11.4 million and $16.6 million.  For the fourth quarter and full year 2015, consolidated compensation and employee benefits for distributable earnings included charges of $0.4 million and $3.4 million, respectively, in compensation expense related to these Real Estate Services receivables.  The equivalent figures a year earlier were $7.6 million and $9.2 million.  These items would have been recognized as GAAP revenues and expenses other than for the effect of acquisition accounting.

Differences between Compensation Expenses for Distributable Earnings and GAAP

The differences between fourth quarter and full year 2015 compensation expenses as calculated for GAAP and distributable earnings consisted of $196.1 million and $316.5 million, respectively, in non-cash, non-dilutive charges primarily related to the allocation of net income, grants of exchangeability to limited partnership units and FPUs, and additional reserves on employee loans.  The corresponding figures a year earlier were $30.4 million and $138.3 million, respectively.

Differences between Non-compensation Expenses and Other Items for Distributable Earnings and GAAP

The differences between non-compensation expenses in the fourth quarter and full year 2015 as calculated for GAAP and distributable earnings were due to $46.6 million and $84.0 million, respectively, in charges with respect to acquisitions, dispositions and/or resolutions of litigation, charitable contributions and other non-cash, non-dilutive, non-economic items.  These charges primarily related to a non-cash reserve related to a commitment to make charitable contributions with respect to BGC’s annual Charity day.  In addition, the full year 2015 charges included costs related to the acquisition of the majority of outstanding shares of GFI and fixed asset impairments.  The equivalent figures in the year earlier periods were charges of $84.6 million and $108.4 million, respectively, which were primarily related to the settlement of all legal claims with Tullett Prebon plc.

The distributable earnings per share calculations for the fourth quarters of 2015 and 2014 include 16.3 million and 40.2 million weighted-average shares, respectively, related to BGC’s Convertible Senior Notes but exclude the $2.6 million and $5.3 million in associated interest expense, net of tax.  The distributable earnings per share calculations for the full years 2015 and 2014 include 23.0 million and 40.1 million weighted-average shares, respectively, to BGC’s Convertible Senior Notes but exclude the $13.5 million and $21.2 million in associated interest expense, net of tax.  The distributable earnings per share calculations for the fourth quarter and full year 2015 also exclude 1.4 million partnership units, because they were not entitled to participate in partnership distributions.

Conference Call and Investor Presentation

BGC will host a conference call on Wednesday, February 10, 2016 at 10:00 a.m. ET to discuss these results.  A webcast of the call, along with an investor presentation summarizing BGC’s consolidated distributable earnings results, will be accessible via the following:

http://ir.bgcpartners.com (an HTML version with Excel financial tables or PDF)

http://ir.bgcpartners.com/news-releases (an HTML version with Excel financial tables or PDF)

http://bgcpartners.com/category/bgc-releases/ (PDF only)

WHO:             BGC Partners, Inc. (NASDAQ:  BGCP)

WHAT:          Fourth Quarter and Full Year 2015 financial results conference call

WHEN:          Wednesday, February 10, 2016 at 10:00 a.m. ET

WHERE:       http://ir.bgcpartners.com

HOW:             A listing of minimum system requirements can be found here:

http://event.on24.com/view/help/ehelp.html?text_language_id=en&fh=true&flashconsole=true&ngwebcast=true

A webcast replay of the conference call is expected to be accessible at http://ir.bgcpartners.com within 24 hours of the live call and will be available for 365 days following the call.  Additionally, call participants may dial in with the following information:

LIVE CALL: 

Date - Start Time:                   2/10/2016 at 10:00 a.m. ET

U.S. Dial In:                            1 (888) 771-4371

International Dial In:             (+1) (847) 585-4405

Passcode:                               4158-9268

REPLAY:

Available From – To:              2/10/2016 12:30 p.m. ET 2/17/2016 11:59 p.m. ET

U.S. Dial In:                            1 (888) 843-7419

International Dial In:              (+1) (630) 652-3042

Passcode:                                4158-9268#

(Note: If clicking on the above links does not open up a new web page, you may need to cut and paste the above urls into your browser's address bar.)

Distributable Earnings Defined

BGC Partners uses non-GAAP financial measures including "revenues for distributable earnings," "pre-tax distributable earnings" and "post-tax distributable earnings," which are supplemental measures of operating performance that are used by management to evaluate the financial performance of the Company and its consolidated subsidiaries. BGC Partners believes that distributable earnings best reflect the operating earnings generated by the Company on a consolidated basis and are the earnings which management considers available for distribution to BGC Partners, Inc. and its common stockholders, as well as to holders of BGC Holdings partnership units during any period.

As compared with "income (loss) from operations before income taxes," "net income (loss) for fully diluted shares," and "fully diluted earnings (loss) per share," all prepared in accordance with GAAP, distributable earnings calculations primarily exclude certain non-cash compensation and other expenses which generally do not involve the receipt or outlay of cash by the Company, which do not dilute existing stockholders, and which do not have economic consequences, as described below.  In addition, distributable earnings calculations exclude certain gains and charges that management believes do not best reflect the ordinary operating results of BGC.

Revenues for distributable earnings are defined as GAAP revenues excluding the impact of BGC Partners, Inc.'s non-cash earnings or losses related to its equity investments.  Revenues for distributable earnings include the collection of receivables which would have been recognized for GAAP other than for the effect of acquisition accounting.  Revenues for distributable earnings also exclude certain one-time or unusual gains that are recognized under GAAP, because the Company does not believe such gains are reflective of its ongoing, ordinary operations. 

Pre-tax distributable earnings are defined as GAAP income (loss) from operations before income taxes excluding items that are primarily non-cash, non-dilutive, and non-economic, such as:

*         Non-cash stock-based equity compensation charges for units granted or issued prior to the merger of BGC Partners, Inc. with and into eSpeed, Inc., as well as post-merger non-cash, non-dilutive equity-based compensation related to limited partnership unit exchange or conversion.

*         Allocations of net income to founding/working partner and other limited partnership units.

*         Non-cash asset impairment charges, if any.

Distributable earnings calculations also exclude charges related to purchases, cancellations or redemptions of partnership interests and certain unusual, one-time or non-recurring items, if any.

“Compensation and employee benefits” expense for distributable earnings will also include broker commission payouts relating to the aforementioned collection of receivables.

BGC’s definition of distributable earnings also excludes certain gains and charges with respect to acquisitions, dispositions, or resolutions of litigation. This exclusion includes the one-time gain related to the Nasdaq and Trayport transactions.  Management believes that excluding these gains and charges best reflects the ongoing operating performance of BGC.  However, because Nasdaq is expected to pay BGC in an equal amount of stock on a regular basis for 15 years as part of the transaction, the payments associated with BGC’s receipt of such stock are expected to be included in the Company’s calculation of distributable earnings.  To make quarter-to-quarter comparisons more meaningful, one-quarter of the annual contingent earn-out amount will be included in the Company’s calculation of distributable earnings each quarter as “other revenues.”

Since distributable earnings are calculated on a pre-tax basis, management intends to also report "post-tax distributable earnings" and "post-tax distributable earnings per fully diluted share:"

*         "Post-tax distributable earnings" are defined as pre-tax distributable earnings adjusted to assume that all pre-tax distributable earnings were taxed at the same effective rate.

*         "Post-tax distributable earnings per fully diluted share" are defined as post-tax distributable earnings divided by the weighted-average number of fully diluted shares for the period.

BGC’s distributable earnings per share calculations assume either that:

*         The fully diluted share count includes the shares related to the dilutive instruments, such as the Convertible Senior Notes, but excludes the associated interest 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 interest expense, net of tax.

The share count for distributable earnings excludes shares expected to be issued in future periods but not yet eligible to receive dividends and/or distributions, such as those related to the GFI back-end merger.

Each quarter, the dividend to BGC’s common stockholders is expected to be determined by the Company’s Board of Directors with reference to post-tax distributable earnings per fully diluted share.  In addition to the Company’s quarterly dividend to common stockholders, BGC Partners expects to pay a pro-rata distribution of net income to BGC Holdings founding/working partner and other limited partnership units, and to Cantor for its non-controlling interest.  The amount of all of these payments is expected to be determined using the above definition of pre-tax distributable earnings per share.

Certain employees who are holders of RSUs may be granted pro-rata payments equivalent to the amount of dividends paid to common stockholders.  Under GAAP, a portion of the dividend equivalents on RSUs is required to be taken as a compensation charge in the period paid. However, to the extent that they represent cash payments made from the prior period's distributable earnings, they do not dilute existing stockholders and are therefore excluded from the calculation of distributable earnings.

The term “distributable earnings” is not meant to be an exact measure of cash generated by operations and available for distribution, nor should it be considered in isolation or as an alternative to cash flow from operations or GAAP net income (loss.)  The Company views distributable earnings as a metric that is not necessarily indicative of liquidity or the cash available to fund its operations.

Pre- and post-tax distributable earnings are not intended to replace the Company’s presentation of GAAP financial results.  However, management believes that they help provide investors with a clearer understanding of BGC Partners’ 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 distributable earnings and the GAAP measures of financial performance should be considered together.

Management does not anticipate providing an outlook for GAAP “revenues,” “income (loss) from operations before income taxes,” “net income (loss) for fully diluted shares,” and “fully diluted earnings (loss) per share,” because the items previously identified as excluded from “pre-tax distributable earnings” and “post-tax distributable earnings” are difficult to forecast. Management will instead provide its outlook only as it relates to “revenues for distributable earnings,” “pre-tax distributable earnings,” and “post-tax distributable earnings.”

For more information on this topic, please see the tables in the most recent BGC financial results press release entitled “Reconciliation of Revenues Under GAAP and Distributable Earnings,” and “Reconciliation of GAAP Income (Loss) to Distributable Earnings,” which provide a summary reconciliation between pre- and post-tax distributable earnings and the corresponding GAAP measures for the Company in the periods discussed in this document.  The reconciliations for prior periods do not include the results of GFI.

Adjusted EBITDA Defined

BGC also provides an additional non-GAAP financial measure, “adjusted EBITDA,” which it defines as GAAP income from operations before income taxes, adjusted to add back interest expense as well as the following non-cash items:

*         Employee loan amortization;

*         Fixed asset depreciation and intangible asset amortization;

*         Non-cash impairment charges;

*         Charges relating to grants of exchangeability to limited partnership interests;

*         Charges related to redemption of units;

*         Charges related to issuance of restricted shares; and

*         Non-cash earnings or losses related to BGC’s equity investments. 

The Company’s management believes that this measure is useful in evaluating BGC’s operating performance compared to that of its peers, because the calculation of adjusted EBITDA generally eliminates the effects of financing and income taxes and the accounting effects of capital spending and acquisitions, which would include impairment charges of goodwill and intangibles created from acquisitions.  Such items may vary for different companies for reasons unrelated to overall operating performance.  As a result, the Company’s management uses these measures to evaluate operating performance and for other discretionary purposes.  BGC believes that adjusted EBITDA is useful to investors to assist them in getting a more complete picture of the Company’s financial results and operations.

Since adjusted EBITDA is not a recognized measurement under GAAP, investors should use adjusted EBITDA in addition to GAAP measures of net income when analyzing BGC’s operating performance.  Because not all companies use identical EBITDA calculations, the Company’s presentation of adjusted EBITDA may not be comparable to similarly titled measures of other companies.  Furthermore, adjusted EBITDA is not intended to be a measure of free cash flow, because adjusted EBITDA does not consider certain cash requirements, such as tax and debt service payments.

For a reconciliation of adjusted EBITDA to GAAP income (loss) from operations before income taxes, the most comparable financial measure calculated and presented in accordance with GAAP, see the section of this document titled "Reconciliation of GAAP Income (loss) to Adjusted EBITDA (and Comparison to Pre-Tax Distributable Earnings.)”

Nontaxable Return of Capital

BGC Partners intends to pay not less than 75 percent of its post-tax distributable earnings per fully diluted share as cash dividends to all common stockholders.

BGC Partners' common dividend is based on post-tax distributable earnings per fully diluted share, which, due mainly to non-cash, non-dilutive, and/or non-economic GAAP charges, were higher than its earnings and profits under GAAP and U.S. federal income tax principles for certain years.  In addition, BGC Partners' net income for both GAAP and distributable earnings includes income earned by foreign affiliates of the Company, corporate subsidiaries, and other entities generally not taxable under U.S. federal income tax principles.

Under U.S. federal income tax principles, a nontaxable return of capital, sometimes referred to as a "nondividend distribution," is a cash distribution that is not paid out of the taxable earnings and profits of a corporation.  For common stockholders, a nontaxable return of capital reduces the cost basis of an investment.  It is not taxed until the cost basis of said investment is fully recovered.  BGC Partners announced that 27.64 percent of its dividends paid to common stockholders in the year ended December 31, 2015 will be treated under U.S. federal income tax principles as a return of capital to the extent of each stockholder's basis, and as capital gains to the extent such portion exceeds a stockholder's basis.  The remaining 72.36 percent of the dividends paid will be treated as a qualified dividend for U.S. federal income tax purposes.  This information was reported in January of 2016 to certain firms that provide U.S. recipients of BGC's dividend with their IRS Forms 1099-DIV and non-U.S. recipients with their IRS Forms 1042-S.

The portion of dividends to common stockholders that will be taxable will not impact BGC Partners' financial results for either GAAP or distributable earnings or the Company's or its affiliates' ability to pay distributions to all partnership units and dividend payments to common stockholders.

This information is not intended to be all-inclusive or to render specific professional tax advice.

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.  The Company’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, and BGC Market Data, BGC offers financial technology solutions, market data, and analytics related to numerous financial instruments and markets.  Real Estate Services are offered through brands including Newmark Grubb Knight Frank, the Company provides a wide range of commercial real estate services, including leasing and corporate advisory, investment sales and financial services, consulting, project and development management, and property and facilities management.

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.  

BGC, BGC Trader, GFI, FENICS, FENICS.COM, Capitalab, Swaptioniser, Newmark, Grubb & Ellis, and Grubb are trademarks, registered trademarks and/or service marks of BGC Partners, Inc. and/or its affiliates.  Knight Frank is a service mark of Knight Frank (Nominees) Limited. 

Discussion of Forward-Looking Statements about BGC Partners

Statements in this document regarding BGC's businesses that are not historical facts are "forward-looking statements" that involve risks and uncertainties. Except as required by law, BGC undertakes no obligation to release any revisions to 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 Securities and Exchange Commission filings, including, but not limited to, the risk factors set forth in its public filings, including the most recent Form 10-K and any updates to such risk factors contained in subsequent Forms 10-Q or Forms 8-K.

Financial Tables and Presentation Available Online

Investors should note that an investor presentation regarding the results discussed in this document as well as Excel versions of the following tables are available for download if one views the HTML version of the release at ir.bgcpartners.com.  Those viewing the release at this site should see the tables and presentation at the top of the page.


Media Contact:

Karen Laureano-Rikardsen +1 212-829-4975  

 Investor Contacts:

 
Jason McGruder +1 212-829-4988 Jason Chryssicas +1 212-915-1987


[1] See the sections of this document entitled “Distributable Earnings Defined,” “Differences Between Consolidated Results for Distributable Earnings and GAAP,” “Reconciliation of Revenues Under GAAP And Distributable Earnings,” and “Reconciliation of GAAP Income (loss) to Distributable Earnings” for a complete and updated definition of these non-GAAP terms and how, when and why management uses them, as well as for the differences between results under GAAP and distributable earnings for the periods discussed in this document.

[2] See the sections of this document titled “Adjusted EBITDA Defined” and “"Reconciliation of GAAP Income (loss) to Adjusted EBITDA (and Comparison to Pre-Tax Distributable Earnings).”

[3]“NGKF” and the Company’s Real Estate Services segment are used interchangeably with “Newmark Grubb Knight Frank.”

[4] For the purposes of this document, all of the Company’s fully electronic businesses may be referred to interchangeably as “FENICS” or “e-businesses.”  These offerings are only in the Financial Services segment and include fees from fully electronic brokerage, market data and software solutions, and post-trade services across both BGC and GFI.  FENICS results do not include the results of Trayport, which are reported separately due to its sale. 

[5] This amount is net of the $250.0 million note previously issued to GFI by BGC, which is eliminated in consolidation.  This figure also excludes the $29.0 million gain under GAAP recorded in the first quarter of 2015 with respect to the appreciation of the 17.1 million shares of GFI held by BGC prior to the successful completion of the tender offer.  Including this gain, the GAAP calculation of purchase consideration and noncontrolling interest totaled $779.5 million.

[6] Intercontinental Exchange, Inc. and “ICE” are used interchangeably. The $650 million figure reflects the price, which was adjusted at closing. 

[7] See the “Consolidated Balance Sheet” section of this document for the items that make up liquidity.  On June 28, 2013, BGC sold its fully electronic trading platform for benchmark U.S. Treasury Notes and Bonds to Nasdaq, Inc. (NASDAQ:  NDAQ or “Nasdaq.”)  For the purposes of this document, the assets sold may be referred to as “eSpeed.”  The value of these shares is based on NDAQ’s closing price on February 9, 2016.  These shares are expected to be received ratably over the next approximately 12 years. 

[8] This $100 million figure excludes expenses related to GFI’s Trayport business, and excludes the impact of any acquisitions or net increase in headcount due to hires made or completed after the first quarter of 2015.

[9] Trayport generated gross revenues of approximately $80 million for the trailing twelve months ended September 30, 2015.

[10] eSpeed generated $48.6 million in revenues and $28.5 million in pre-tax profits for BGC in 1H2013. 

[11] NGKF’s public peers are: CBRE Group, Inc., Jones Lang LaSalle Incorporated, Colliers International Group Inc., Savills plc, Marcus & Millichap, Inc., and HFF, Inc.; estimates are derived from either actual reported results or Bloomberg consensus estimates for total year-over-year revenue growth for each of these companies in FY 2015 as of February 9, 2016. 

[12] See the tables later in this document with “Segment Results” in the titles for more information on BGC’s results by segment.

[13] Steffner Commercial Real Estate operates as Newmark Grubb Memphis.

[14] The Real Estate figures are based on brokerage revenues, leasing and capital markets brokers, and exclude appraisers and both revenues and staff in management services and “other.”  The Financial Services calculations in the above table include segment revenues from “total brokerage revenues,” and “market data and software solutions,” but exclude Trayport’s revenues and salespeople.  The average revenues for all producers are approximate and based on the total revenues divided by the weighted-average number of salespeople and brokers for the period. 

[15] Investors and analysts should note that BGC’s post-tax distributable earnings per share calculations assume either that the fully diluted share count includes the shares related to the dilutive instruments, such as the Convertible Senior Notes, but excludes the associated interest expense when the impact would be dilutive, or that the fully diluted share count excludes the shares related to these instruments, but includes the associated interest expense.  In the first quarter of 2016, the pre-tax interest expense associated with the Convertible Senior Notes is expected to be $3.0 million while the post-tax interest expense is expected to be $2.6 million, and the associated weighted-average share count is expected to be 16.3 million, all based on distributable earnings.