BGC Partners, Inc. (Form: 10-Q, Received: 11/08/2022 16:28:53)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________

FORM 10-Q

_________________________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Numbers: 0-28191

_________________________________________________

BGC Partners, Inc.

(Exact name of registrant as specified in its charter)

_________________________________________________


Delaware			13-4063515
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
499 Park Avenue, New York, NY			10022
(Address of principal executive offices)			(Zip Code)

(212) 610-2200

(Registrant’s telephone number, including area code)

___________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.01 par value

BGCP

The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller Reporting Company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

On November 3, 2022, the registrant had 324,891,355 shares of Class A common stock, $0.01 par value, and 45,884,380 shares of Class B common stock, $0.01 par value, outstanding.

Table of Contents

BGC PARTNERS, INC.

TABLE OF CONTENTS


		Page
PART I—FINANCIAL INFORMATION
	Glossary of Terms, Abbreviations and Acronyms	2
ITEM 1	Financial Statements (unaudited)	14
	Condensed Consolidated Statements of Financial Condition—At September 30, 2022 and December 31, 2021	14
	Condensed Consolidated Statements of Operations—For the Three and Nine Months Ended September 30, 2022 and September 30, 2021	15
	Condensed Consolidated Statements of Comprehensive Income (Loss)—For the Three and Nine Months Ended September 30, 2022 and September 30, 2021	16
	Condensed Consolidated Statements of Cash Flows—For the Nine Months Ended Septembe r 30, 2022 and September 30, 2021	17
	Condensed Consolidated Statements of Changes in Equity—For the Three and Nine Months Ended September 30, 2022 and September 30, 2021	19

	Notes to Condensed Consolidated Financial Statements	22
ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	66
ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	114
ITEM 4	Controls and Procedures	116
PART II—OTHER INFORMATION
ITEM 1	Legal Proceedings	118
ITEM 1A	Risk Factors	118
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	118
ITEM 3	Defaults Upon Senior Securities	118
ITEM 4	Mine Safety Disclosures	118
ITEM 5	Other Information	118
ITEM 6	Exhibits	119
Signatures		120

Table of Contents

GLOSSARY OF TERMS, ABBREVIATIONS AND ACRONYMS

The following terms, abbreviations and acronyms are used to identify frequently used terms and phrases that may be used in this report:


TERM			DEFINITION

3.750% Senior Notes			The Company’s $300.0 million principal amount of 3.750% senior notes maturing on October 1, 2024 and issued on September 27, 2019

4.375% Senior Notes			The Company’s $300.0 million principal amount of 4.375% senior notes maturing on December 15, 2025 and issued on July 10, 2020

5.125% Senior Notes			The Company’s original $300.0 million principal amount of 5.125% senior notes, which matured on May 27, 2021 and were issued on May 27, 2016, of which $44.0 million was redeemed through a cash tender offer by the Company on August 14, 2020

5.375% Senior Notes			The Company’s $450.0 million principal amount of 5.375% senior notes maturing on July 24, 2023 and issued on July 24, 2018

Adjusted Earnings			A non-GAAP financial measure used by the Company to evaluate financial performance, which primarily excludes (i) certain non-cash items and other expenses that generally do not involve the receipt or outlay of cash and do not dilute existing stockholders, and (ii) certain gains and charges that management believes do not best reflect the ordinary results of BGC

ADV			Average daily volume

Algomi			Algomi Limited, a wholly owned subsidiary of the Company, acquired on March 6, 2020

API			Application Programming Interface

April 2008 distribution rights shares			Cantor’s deferred stock distribution rights provided to current and former Cantor partners on April 1, 2008

Aqua			Aqua Securities L.P., an alternative electronic trading platform, which offers new pools of block liquidity to the global equities markets and is a 49%-owned equity method investment of the Company and 51% owned by Cantor

ASC			Accounting Standards Codification

ASU			Accounting Standards Update

Audit Committee			Audit Committee of the Board

August 2022 Sales Agreement			CEO Program sales agreement, by and between the Company and CF&Co, dated August 12, 2022, pursuant to which the Company can offer and sell up to an aggregate of $300.0 million of shares of BGC Class A common stock

Besso			Besso Insurance Group Limited, formerly a wholly owned subsidiary of the Company, acquired on February 28, 2017. Sold to The Ardonagh Group on November 1, 2021 as part of the Insurance Business Disposition

BGC			BGC Partners, Inc. and, where applicable, its consolidated subsidiaries

BGC or our Class A common stock			BGC Partners Class A common stock, par value $0.01 per share

BGC or our Class B common stock			BGC Partners Class B common stock, par value $0.01 per share

BGC Credit Agreement			Agreement between the Company and Cantor, dated March 19, 2018, that provides for each party or its subsidiaries to borrow up to $250.0 million, as amended on August 6, 2018 to increase the facility to $400.0 million

BGC Financial or BGCF			BGC Financial, L.P.

Table of Contents


TERM			DEFINITION

BGC Global OpCo			BGC Global Holdings, L.P., an operating partnership, which is owned jointly by BGC and BGC Holdings and holds the non-U.S. businesses of BGC

BGC Group			BGC, BGC Holdings, and BGC U.S. OpCo, and their respective subsidiaries (other than, prior to the Spin-Off, the Newmark Group), collectively

BGC Holdings			BGC Holdings, L.P., an entity owned by Cantor, Founding Partners, BGC employee partners and, after the Separation, Newmark employee partners

BGC Holdings Distribution			Pro-rata distribution, pursuant to the Separation and Distribution Agreement, by BGC Holdings to its partners of all of the exchangeable limited partnership interests of Newmark Holdings owned by BGC Holdings immediately prior to the distribution, completed on the Distribution Date

BGC OpCos			BGC U.S. OpCo and BGC Global OpCo, collectively

BGC Partners			BGC Partners, Inc. and, where applicable, its consolidated subsidiaries

BGC U.S. OpCo			BGC Partners, L.P., an operating partnership, which is owned jointly by BGC and BGC Holdings and holds the U.S. businesses of BGC

Board			Board of Directors of the Company

Brexit			Exit of the U.K. from the EU

Cantor			Cantor Fitzgerald, L.P. and, where applicable, its subsidiaries

Cantor group			Cantor and its subsidiaries other than BGC Partners; including Newmark

Cantor units			Limited partnership interests of BGC Holdings or Newmark Holdings held by the Cantor group, which units are exchangeable into shares of BGC Class A common stock or BGC Class B common stock, or Newmark Class A common stock or Newmark Class B common stock, as applicable

CCRE			Cantor Commercial Real Estate Company, L.P.

CECL			Current Expected Credit Losses

CEO Program			Controlled equity offering program

CF&Co			Cantor Fitzgerald & Co., a wholly owned broker-dealer subsidiary of Cantor

CFGM			CF Group Management, Inc., the general partner of Cantor

CFS			Cantor Fitzgerald Securities, a wholly owned broker-dealer subsidiary of Cantor

CFTC			Commodity Futures Trading Commission

Charity Day			BGC's annual event held on September 11th where employees of the Company raise proceeds for charity



Class B Issuance			Issuance by BGC of 10,323,366 and 712,907 shares of BGC Class B common stock to Cantor and CFGM, respectively, in exchange for an aggregate of 11,036,273 shares of BGC Class A common stock under the Exchange Agreement, completed on November 23, 2018

CLOB			Central Limit Order Book

CME			CME Group Inc., the company that acquired NEX in November 2018

Company			BGC Partners, Inc. and, where applicable, its consolidated subsidiaries

Company Debt Securities			The 5.125% Senior Notes, 5.375% Senior Notes, 3.750% Senior Notes, 4.375% Senior Notes and any future debt securities issued by the Company

Table of Contents


TERM			DEFINITION

Compensation Committee			Compensation Committee of the Board

Contribution Ratio			Equal to a BGC Holdings limited partnership interest multiplied by one, divided by 2.2 (or 0.4545)

Corant			Corant Global Limited, BGC's former Insurance brokerage business

Corporate Conversion			The Company's decision to convert its Umbrella Partnership/C-Corporation (Up-C) into a "Full-C-Corporation"

COVID-19			Coronavirus Disease 2019

CRD			Capital Requirements Directive

Credit Facility			A $150.0 million credit facility between the Company and an affiliate of Cantor entered into on April 21, 2017, which was terminated on March 19, 2018

DCM			Designated Contract Market

DCO			Derivatives Clearing Organization

Distribution Date			November 30, 2018, the date that BGC and BGC Holdings completed the Spin-Off and the BGC Holdings Distribution, respectively

Dodd-Frank Act			Dodd-Frank Wall Street Reform and Consumer Protection Act

ECB			European Central Bank

Ed Broking			Ed Broking Group Limited, formerly a wholly owned subsidiary of the Company, acquired on January 31, 2019 and sold to The Ardonagh Group on November 1, 2021 as part of the Insurance Business Disposition

EMIR			European Market Infrastructure Regulation

EPS			Earnings Per Share

Equity Plan			Eighth Amended and Restated Long Term Incentive Plan, approved by the Company’s stockholders at the annual meeting of stockholders on November 22, 2021

ESG			Environmental, social and governance, including sustainability or similar items

eSpeed			Various assets comprising the Fully Electronic portion of the Company’s former benchmark on-the-run U.S. Treasury brokerage, market data and co-location service businesses, sold to Nasdaq on June 28, 2013



EU			European Union

Exchange Act			Securities Exchange Act of 1934, as amended

Exchange Agreement			A letter agreement by and between BGC Partners and Cantor and CFGM, dated June 5, 2015, that grants Cantor and CFGM the right to exchange shares of BGC Class A common stock into shares of BGC Class B common stock on a one-to-one basis up to the limits described therein

Exchange Ratio			Ratio by which a Newmark Holdings limited partnership interest can be exchanged for shares of Newmark Class A or Class B common stock

FASB			Financial Accounting Standards Board

FCA			Financial Conduct Authority of the U.K.

FCM			Futures Commission Merchant

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TERM			DEFINITION

February 2012 distribution rights shares			Cantor’s deferred stock distribution rights provided to current and former Cantor partners on February 14, 2012

Fenics			BGC’s group of electronic brands, offering a number of market infrastructure and connectivity services, Fully Electronic marketplaces, and the Fully Electronic brokerage of certain products that also may trade via Voice and Hybrid execution, including market data and related information services, Fully Electronic brokerage, connectivity software, compression and other post-trade services, analytics related to financial instruments and markets, and other financial technology solutions; includes Fenics Growth Platforms and Fenics Markets

Fenics Growth Platforms			Consists of Fenics UST, Fenics GO, Lucera, Fenics FX and other newer standalone platforms

Fenics Integrated			Represents Fenics businesses that utilize sufficient levels of technology such that significant amounts of their transactions can be, or are, executed without broker intervention and have expected pre-tax margins of at least 25%

Fenics Markets			Consists of the Fully Electronic portions of BGC’s brokerage businesses, data, software and post-trade revenues that are unrelated to Fenics Growth Platforms, as well as Fenics Integrated revenues

FINRA			Financial Industry Regulatory Authority

FMX			BGC's combined U.S. Treasury and Futures electronic marketplace

Founding Partners			Individuals who became limited partners of BGC Holdings in the mandatory redemption of interests in Cantor in connection with the 2008 separation and merger of Cantor’s BGC division with eSpeed, Inc. (provided that members of the Cantor group and Howard W. Lutnick (including any entity directly or indirectly controlled by Mr. Lutnick or any trust with respect to which he is a grantor, trustee or beneficiary) are not founding partners) and became limited partners of Newmark Holdings in the Separation

Founding/Working Partners			Holders of FPUs

FPUs			Founding/Working Partners units in BGC Holdings or Newmark Holdings that are generally redeemed upon termination of employment

Freedom			Freedom International Brokerage Company, a 45%-owned equity method investment of the Company

Fully Electronic			Broking transactions intermediated on a solely electronic basis rather than by Voice or Hybrid broking

Futures Exchange Group			CFLP CX Futures Exchange Holdings, LLC, CFLP CX Futures Exchange Holdings, L.P., CX Futures Exchange Holdings, LLC, CX Clearinghouse Holdings, LLC, CX Futures Exchange, L.P. and CX Clearinghouse, L.P.



FX			Foreign exchange

GDPR			General Data Protection Regulation

GFI			GFI Group Inc., a wholly owned subsidiary of the Company, acquired on January 12, 2016

GILTI			Global Intangible Low-Taxed Income

Ginga Petroleum			Ginga Petroleum (Singapore) Pte Ltd, a wholly owned subsidiary of the Company, acquired on March 12, 2019

GUI			Graphical User Interface

HDUs			LPUs with capital accounts, which are liability awards recorded in “Accrued compensation” in the Company’s consolidated statements of financial condition

Hybrid			Broking transactions executed by brokers and involving some element of Voice broking and electronic trading

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TERM			DEFINITION
ICAP			ICAP plc, a part of TP ICAP group, and a leading markets operator and provider of execution and information services

ICE			Intercontinental Exchange

Incentive Plan			The Company’s Second Amended and Restated Incentive Bonus Compensation Plan, approved by the Company’s stockholders at the annual meeting of stockholders on June 6, 2017

Insurance brokerage business			The insurance brokerage business of BGC, including Corant, Ed Broking, Besso, Piiq Risk Partners, Junge, Cooper Gay, Global Underwriting and Epsilon, which business was sold to The Ardonagh Group on November 1, 2021

Insurance Business Disposition			The sale of the Insurance brokerage business for $534.9 million in gross cash proceeds after closing adjustments, subject to limited post-closing adjustments, completed on November 1, 2021

LCH			London Clearing House

Legacy BGC Holdings Units			BGC Holdings LPUs outstanding immediately prior to the Separation

Legacy Newmark Holdings Units			Newmark Holdings LPUs issued in connection with the Separation

LIBOR			London Interbank Offering Rate

LPUs			Certain limited partnership units in BGC Holdings or Newmark Holdings held by certain employees of BGC Partners or Newmark and other persons who have provided services to BGC Partners or Newmark, which units may include APSIs, APSUs, AREUs, ARPSUs, HDUs, U.K. LPUs, N Units, PLPUs, PPSIs, PPSUs, PSEs, PSIs, PSUs, REUs, and RPUs, along with future types of limited partnership units in BGC Holdings or Newmark Holdings

Lucera			A wholly owned subsidiary of the Company, also known as “LFI Holdings, LLC” or “LFI,” is a software defined network offering the trading community direct connectivity

March 2018 Form S-3			CEO Program shelf registration statement on Form S-3 filed on March 9, 2018

March 2018 Sales Agreement			CEO Program sales agreement, by and between the Company and CF&Co, dated March 9, 2018, pursuant to which the Company could offer and sell up to an aggregate of $300.0 million of shares of BGC Class A common stock, which agreement expired in September 2021

MEA			Middle East and Africa region

MiFID II			Markets in Financial Instruments Directive II, a legislative framework instituted by the EU to regulate financial markets and improve protections for investors by increasing transparency and standardizing regulatory disclosures

Mint Brokers			A wholly owned subsidiary of the Company, acquired on August 19, 2010, registered as an FCM with both the CFTC and the NFA

Nasdaq			Nasdaq, Inc., formerly known as NASDAQ OMX Group, Inc.

NDF			Non-deliverable forwards

Newmark			Newmark Group, Inc. (NASDAQ symbol: NMRK), a publicly traded and former majority-owned subsidiary of BGC until the Distribution Date, and, where applicable, its consolidated subsidiaries

Newmark Class A common stock			Newmark Class A common stock, par value $0.01 per share

Newmark Class B common stock			Newmark Class B common stock, par value $0.01 per share

Newmark Group			Newmark, Newmark Holdings, and Newmark OpCo and their respective subsidiaries, collectively

Newmark Holdings			Newmark Holdings, L.P.

Newmark IPO			Initial public offering of 23 million shares of Newmark Class A common stock by Newmark at a price of $14.00 per share in December 2017

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TERM			DEFINITION
Newmark OpCo			Newmark Partners, L.P., an operating partnership, which is owned jointly by Newmark and Newmark Holdings and holds the business of Newmark

NEX			NEX Group plc, an entity formed in December 2016, formerly known as ICAP

NFA			National Futures Association

Non-GAAP			A financial measure that differs from the most directly comparable measure calculated and presented in accordance with U.S. GAAP, such as Adjusted Earnings and Adjusted EBITDA

N Units			Non-distributing partnership units of BGC Holdings or Newmark Holdings that may not be allocated any item of profit or loss, and may not be made exchangeable into shares of Class A common stock, including NREUs, NPREUs, NLPUs, NPLPUs, NPSUs, and NPPSUs

OCI			Other comprehensive income (loss), including gains and losses on cash flow and net investment hedges, unrealized gains and losses on available for sale securities (in periods prior to January 1, 2018), certain gains and losses relating to pension and other retirement benefit obligations and foreign currency translation adjustments

OTC			Over-the-Counter

OTF			Organized Trading Facility, a regulated execution venue category introduced by MiFID II

PCD assets			Purchased financial assets with deterioration in credit quality since origination

Period Cost Method			Treatment of taxes associated with the GILTI provision as a current period expense when incurred rather than recording deferred taxes for basis differences

Poten & Partners			Poten & Partners Group, Inc., a wholly owned subsidiary of the Company, acquired on November 15, 2018

Preferred Distribution			Allocation of net profits of BGC Holdings or Newmark Holdings to holders of Preferred Units, at a rate of either 0.6875% (i.e., 2.75% per calendar year) or such other amount as set forth in the award documentation

Preferred Units			Preferred partnership units in BGC Holdings or Newmark Holdings, such as PPSUs, which are settled for cash, rather than made exchangeable into shares of Class A common stock, are only entitled to a Preferred Distribution, and are not included in BGC’s or Newmark’s fully diluted share count

Real Estate L.P.			CF Real Estate Finance Holdings, L.P., a commercial real estate-related financial and investment business controlled and managed by Cantor, of which Newmark owns a minority interest

Record Date			Close of business on November 23, 2018, in connection with the Spin-Off

Repurchase Agreements			Securities sold under agreements to repurchase that are recorded at contractual amounts, including interest, and accounted for as collateralized financing transactions

Revolving Credit Agreement			The Company’s unsecured senior revolving credit agreement with Bank of America, N.A., as administrative agent, and a syndicate of lenders, dated as of November 28, 2018, that provides for a maximum revolving loan balance of $350.0 million, bearing interest at either LIBOR or a defined base rate plus additional margin, amended on December 11, 2019 to extend the maturity date to February 26, 2021 and further amended on February 26, 2020 to extend the maturity date to February 26, 2023. On March 10, 2022, the agreement was amended and restated to increase the size of the credit facility to $375.0 million, bearing interest at either SOFR or a defined base rate plus additional margin, and extend the maturity date to March 10, 2025

ROU			Right-of-Use

RSUs			BGC or Newmark unvested restricted stock units, payable in shares of BGC Class A common stock or Newmark Class A common stock, respectively, held by certain employees of BGC Partners or Newmark and other persons who have provided services to BGC Partners or Newmark, or issued in connection with certain acquisitions

Russia's Invasion of Ukraine			Russia's invasion of Ukraine, which led to imposed sanctions by the U.S., U.K., EU, and other countries on Russian counterparties

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TERM			DEFINITION
SaaS			Software as a Service

SBSEF			Security-based Swap Execution Facility

SEC			U.S. Securities and Exchange Commission

Securities Act			Securities Act of 1933, as amended

SEF			Swap Execution Facility

Separation			Principal corporate transactions pursuant to the Separation and Distribution Agreement, by which BGC, BGC Holdings and BGC U.S. OpCo and their respective subsidiaries (other than the Newmark Group) transferred to Newmark, Newmark Holdings and Newmark OpCo and their respective subsidiaries the assets and liabilities of the BGC Group relating to BGC’s real estate services business, and related transactions, including the distribution of Newmark Holdings units to holders of units in BGC Holdings and the assumption and repayment of certain BGC indebtedness by Newmark

Separation and Distribution Agreement			Separation and Distribution Agreement, by and among the BGC Group, the Newmark Group, Cantor and BGC Global OpCo, originally entered into on December 13, 2017, as amended on November 8, 2018 and amended and restated on November 23, 2018

SOFR			Secured Overnight Financing Rate

SPAC			Special Purpose Acquisition Company

SPAC Investment Banking Activities			Aurel’s investment banking activities with respect to SPACs

Spin-Off			Pro-rata distribution, pursuant to the Separation and Distribution Agreement, by BGC to its stockholders of all the shares of common stock of Newmark owned by BGC Partners immediately prior to the Distribution Date, with shares of Newmark Class A common stock distributed to the holders of shares of BGC Class A common stock (including directors and executive officers of BGC Partners) of record on the Record Date, and shares of Newmark Class B common stock distributed to the holders of shares of BGC Class B common stock (Cantor and CFGM) of record on the Record Date, completed on the Distribution Date

Tax Act			Tax Cuts and Jobs Act enacted on December 22, 2017

TDRs			Troubled Debt Restructurings

The Ardonagh Group			The Ardonagh Group Limited; the U.K.'s largest independent insurance broker and purchaser of BGC's Insurance brokerage business completed on November 1, 2021

Tower Bridge			Tower Bridge International Services L.P., a subsidiary of the Company, which is 52%-owned by the Company and 48%-owned by Cantor

TP ICAP			TP ICAP plc, an entity formed in December 2016, formerly known as Tullett

Tradition			Compagnie Financière Tradition (which is majority owned by Viel & Cie)

Tullett			Tullett Prebon plc, a part of TP ICAP group and an interdealer broker, primarily operating as an intermediary in the wholesale financial and energy sectors

U.K.			United Kingdom

U.S. GAAP or GAAP			Generally Accepted Accounting Principles in the United States of America

UBT			Unincorporated Business Tax

VIE			Variable Interest Entity

Voice			Voice-only broking transactions executed by brokers over the telephone

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SPECIAL NOTE ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q (“Form 10-Q”) contains forward-looking statements. Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, words such as “may,” “will,” “should,” “estimates,” “predicts,” “possible,” “potential,” “continue,” “strategy,” “believes,” “anticipates,” “plans,” “expects,” “intends,” and similar expressions are intended to identify forward-looking statements.

Our actual results and the outcome and timing of certain events may differ significantly from the expectations discussed in the forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, the factors set forth below:

•macroeconomic and other challenges and uncertainties resulting from the COVID-19 pandemic, Russia's Invasion of Ukraine, rising interest rates, inflation and the Federal Reserve's responses thereto, including increasing interest rates, the strengthening U.S. dollar, changes in the U.S. and global economies, financial markets and consumer and corporate clients and customers, including economic activity, employment levels, supply chain issues and market liquidity, and increasing energy costs, as well as the various actions taken in response to the challenges and uncertainties by governments, central banks and others, including us;

•the impact of the COVID-19 pandemic, including possible successive waves or variants of the virus, the emergence of new viruses, the continued distribution of effective vaccines and governmental and public reactions thereto, the combined impact of the flu and other seasonal illnesses, and the impact of a return to office for our employees on our operations;

•market conditions, including rising interest rates, the strengthening U.S. dollar, trading volume, currency fluctuations and volatility in the demand for the products and services we provide, resulting from the effects of COVID-19 or otherwise, possible disruptions in trading, potential deterioration of equity and debt capital markets and cryptocurrency markets, impact of significant changes in interest rates and our ability to access the capital markets as needed or on reasonable terms and conditions;

•pricing, commissions and fees, and market position with respect to any of our products and services and those of our competitors;

•the effect of industry concentration and reorganization, reduction of customers, and consolidation;

•liquidity, regulatory, cash and clearing capital requirements and the impact of credit market events, including the impact of COVID-19, rising interest rates, the strengthening U.S. dollar, and market uncertainty, and political events and conflicts and actions taken by governments and businesses in response thereto on the credit markets and interest rates;

•our relationships and transactions with Cantor and its affiliates, including CF&Co, and CCRE, our structure, including BGC Holdings, which is owned by us, Cantor, our employee partners and other partners, and the BGC OpCos, which are owned jointly by us and BGC Holdings, the timing and impact of any possible changes to our structure, any related transactions, conflicts of interest or litigation, any impact of Cantor’s results on our credit ratings and associated outlooks, any loans to or from us or Cantor, BGC Holdings, or the BGC OpCos, including the balances and interest rates thereof from time to time and any convertible or equity features of any such loans, CF&Co’s acting as our sales agent or underwriter under our CEO Program or other offerings, Cantor’s holdings of the Company’s Debt Securities, CF&Co’s acting as a market maker in the Company’s Debt Securities, CF&Co’s acting as our financial advisor in connection with potential acquisitions, dispositions, or other transactions, and our participation in various investments, stock loans or cash management vehicles placed by or recommended by CF&Co;

•the structural, financial, tax and other impacts of our expected corporate conversion;

•the integration of acquired businesses and their operations and back office functions with our other businesses;

•the effect on our businesses of any extraordinary transactions, including the Corporate Conversion, the timing and terms of any such transaction, including potential dilution, tax, cost, and other impacts, and our ability to complete such transaction on our anticipated schedule;

•the rebranding of our current businesses or risks related to any potential dispositions of all or any portion of our existing or acquired businesses;

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•market volatility as a result of the effects of rising interest rates, the strengthening U.S. dollar, global inflation rates, potential economic downturns, including recessions, and similar effects, which may not be sustainable or predictable in future periods;

•economic or geopolitical conditions or uncertainties, the actions of governments or central banks, including the impact of COVID-19 on the global markets and governmental responses, and restrictions on business and commercial activity, uncertainty regarding the consequences of Brexit following the withdrawal process, including potential reduction in investment in the U.K., and the pursuit of trade, border control or other related policies by the U.S. and/or other countries (including U.S.- China trade relations), recent economic and political volatility in the U.K., rising political and other tensions between the U.S. and China, political and labor unrest in Hong Kong, China and other jurisdictions, conflict in the Middle East, Russia, Ukraine or other jurisdictions, the impact of U.S. government shutdowns, elections, political unrest, boycotts, stalemates or other social and political responses to governmental mandates and other restrictions related to COVID-19 in the U.S. or abroad, and the impact of terrorist acts, acts of war or other violence or political unrest, as well as natural disasters or weather-related or similar events, including hurricanes and heat waves as well as power failures, communication and transportation disruptions, and other interruptions of utilities or other essential services and the impacts of pandemics and other international health emergencies;

•risks inherent in doing business in international markets, and any failure to identify and manage those risks, as well as the impact of Russia's ongoing Invasion of Ukraine and additional sanctions and regulations imposed by governments and related counter-sanctions, including any related reserves;

•the effect on our businesses, our clients, the markets in which we operate, our Corporate Conversion, and the economy in general of changes in the U.S. and foreign tax and other laws, including changes in tax rates, repatriation rules, and deductibility of interest, potential policy and regulatory changes in other countries, sequestrations, uncertainties regarding the debt ceiling and the federal budget, responses to rising global inflation rates, and other potential political policies;

•the effect on our businesses of changes in interest rates, changes in benchmarks, including the transition away from LIBOR, the effect on our business and revenues of the strengthening U.S. dollar, rising interest rates and market uncertainty, the level of worldwide governmental debt issuances, austerity programs, government stimulus packages, increases and decreases in the federal funds interest rate and other actions to moderate inflation, increases or decreases in deficits and the impact of increased government tax rates, and other changes to monetary policy, and potential political impasses or regulatory requirements, including increased capital requirements for banks and other institutions or changes in legislation, regulations and priorities;

•extensive regulation of our businesses and customers, changes in regulations relating to financial services companies and other industries, and risks relating to compliance matters, including regulatory examinations, inspections, investigations and enforcement actions, and any resulting costs, increased financial and capital requirements, enhanced oversight, remediation, fines, penalties, sanctions, and changes to or restrictions or limitations on specific activities, including potential delays in accessing markets, including due to our regulatory status and actions, operations, compensatory arrangements, and growth opportunities, including acquisitions, hiring, and new businesses, products, or services;

•factors related to specific transactions or series of transactions, including credit, performance, and principal risk, trade failures, counterparty failures, and the impact of fraud and unauthorized trading;

•costs and expenses of developing, maintaining, and protecting our intellectual property, as well as employment, regulatory, and other litigation and proceedings, and their related costs, including judgments, indemnities, fines, or settlements paid and the impact thereof on our financial results and cash flows in any given period;

•certain financial risks, including the possibility of future losses, reduced cash flows from operations, increased leverage, and the need for short- or long-term borrowings, including from Cantor, our ability to refinance our indebtedness, and changes to interest rates and liquidity or our access to other sources of cash relating to acquisitions, dispositions, or other matters, potential liquidity and other risks relating to our ability to maintain continued access to credit and availability of financing necessary to support our ongoing business needs, on terms acceptable to us, if at all, and risks associated with the resulting leverage, including potentially causing a reduction in our credit ratings and the associated outlooks and increased borrowing costs as well as interest rate and foreign currency exchange rate fluctuations;

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•risks associated with the temporary or longer-term investment of our available cash, including in the BGC OpCos, defaults or impairments on our investments, joint venture interests, stock loans or cash management vehicles and collectability of loan balances owed to us by partners, employees, the BGC OpCos or others;

•our ability to enter new markets or develop new products, offerings, trading desks, marketplaces, or services for existing or new clients, including our ability to develop new Fenics platforms and products, to successfully launch our FMX initiative and to attract investors thereto, to expand our cryptocurrency offerings, including the launch of additional cryptocurrency and digital asset trading offerings in 2022, the risks inherent in operating our cryptocurrency business and in safekeeping cryptocurrency assets, and efforts to convert certain existing products to a Fully Electronic trade execution, and to induce such clients to use these products, trading desks, marketplaces, or services and to secure and maintain market share;

•the impact of any restructuring or similar transactions on our ability to enter into marketing and strategic alliances and business combinations, attract investors or partners or engage in other transactions in the financial services and other industries, including acquisitions, tender offers, dispositions, reorganizations, partnering opportunities and joint ventures, the failure to realize the anticipated benefits of any such transactions, relationships or growth, and the future impact of any such transactions, relationships or growth on our other businesses and our financial results for current or future periods, the integration of any completed acquisitions and the use of proceeds of any completed dispositions, and the value of and any hedging entered into in connection with consideration received or to be received in connection with such dispositions and any transfers thereof;

•our estimates or determinations of potential value with respect to various assets or portions of our businesses, such as Fenics, including with respect to the accuracy of the assumptions or the valuation models or multiples used;

•our ability to manage turnover and hire, train, integrate and retain personnel, including brokers, salespeople, managers, technology professionals and other front-office personnel, back-office and support services, and departures of senior personnel;

•our ability to expand the use of technology for Hybrid and Fully Electronic trade execution in our product and service offerings;

•our ability to effectively manage any growth that may be achieved, while ensuring compliance with all applicable financial reporting, internal control, legal compliance, and regulatory requirements;

•our ability to identify and remediate any material weaknesses or significant deficiencies in our internal controls which could affect our ability to properly maintain books and records, prepare financial statements and reports in a timely manner, control our policies, practices and procedures, operations and assets, assess and manage our operational, regulatory and financial risks, and integrate our acquired businesses and brokers, salespeople, managers, technology professionals and other front-office personnel;

•the impact of unexpected market moves and similar events;

•information technology risks, including capacity constraints, failures, or disruptions in our systems or those of the clients, counterparties, exchanges, clearing facilities, or other parties with which we interact, including increased demands on such systems and on the telecommunications infrastructure from remote working during the COVID-19 pandemic, cyber-security risks and incidents, compliance with regulations requiring data minimization and protection and preservation of records of access and transfers of data, privacy risk and exposure to potential liability and regulatory focus;

•the effectiveness of our governance, risk management, and oversight procedures and impact of any potential transactions or relationships with related parties;

•the impact of our ESG or “sustainability” ratings on the decisions by clients, investors, ratings agencies, potential clients and other parties with respect to our businesses, investments in us, our borrowing opportunities or the market for and trading price of BGC Class A common stock, Company Debt Securities, or other matters;

•the fact that the prices at which shares of our Class A common stock are or may be sold in offerings, acquisitions, or other transactions may vary significantly, and purchasers of shares in such offerings or other transactions, as well as existing stockholders, may suffer significant dilution if the price they paid for their shares is higher than the price paid by other purchasers in such offerings or transactions;

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•the impact of reductions to our dividends and distributions and the timing and amounts of any future dividends or distributions, including our ability to meet expectations with respect to payments of dividends and distributions and repurchases of shares of our Class A common stock and purchases or redemptions of limited partnership interests in BGC Holdings, or other equity interests in us or any of our other subsidiaries, including the BGC OpCos, including from Cantor, our executive officers, other employees, partners, and others, and the net proceeds to be realized by us from offerings of shares of BGC Class A common stock and Company Debt Securities, and our ability to pay any excise tax that may be imposed on the repurchase of shares; and

•the effect on the markets for and trading prices of our Class A common stock and Company Debt Securities due to COVID-19 and other market factors as well as on various offerings and other transactions, including offerings of our Class A common stock and convertible or exchangeable debt or other securities, our repurchases of shares of our Class A common stock and purchases or redemptions of BGC Holdings limited partnership interests or other equity interests in us or in our subsidiaries, any exchanges by Cantor of shares of our Class A common stock for shares of our Class B common stock, any exchanges or redemptions of limited partnership units and issuances of shares of our Class A common stock in connection therewith, including in corporate or partnership restructurings, our payment of dividends on our Class A common stock and distributions on limited partnership interests in BGC Holdings and the BGC OpCos, convertible arbitrage, hedging, and other transactions engaged in by us or holders of our outstanding shares, Company Debt Securities, share sales and stock pledge, stock loans, and other financing transactions by holders of our shares (including by Cantor or others), including of shares acquired pursuant to our employee benefit plans, unit exchanges and redemptions, corporate or partnership restructurings, acquisitions, conversions of shares of our Class B common stock and our other convertible securities into shares of our Class A common stock, stock pledge, stock loan, or other financing transactions, and distributions of our Class A common stock by Cantor to its partners, including the April 2008 and February 2012 distribution rights shares.

The foregoing risks and uncertainties, as well as those risks and uncertainties set forth in this Quarterly Report on Form 10-Q, may cause actual results and events to differ materially from the forward-looking statements. The information included herein is given as of the filing date of this Quarterly Report on Form 10-Q with the SEC, and future results or events could differ significantly from these forward-looking statements. The Company does not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. These filings are available to the public from the SEC’s website at www.sec.gov.

Our website address is www.bgcpartners.com. Through our website, we make available, free of charge, the following documents as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC: our Annual Reports on Form 10-K; our proxy statements for our annual and special stockholder meetings; our Quarterly Reports on Form 10-Q; our Current Reports on Form 8-K; Forms 3, 4 and 5 and Schedules 13D with respect to our securities filed on behalf of Cantor, CFGM, our directors and our executive officers; and amendments to those documents. Our website also contains additional information with respect to our industry and businesses. The information contained on, or that may be accessed through, our website is not part of, and is not incorporated into, this Quarterly Report on Form 10-Q.

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PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BGC PARTNERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands, except per share data)

(unaudited)


	September 30, 2022		December 31, 2021
Assets
Cash and cash equivalents	$	473,344	$	553,598
Cash segregated under regulatory requirements	12,517		13,201
Financial instruments owned, at fair value	38,446		41,244
Receivables from broker-dealers, clearing organizations, customers and related broker-dealers	2,196,110		782,446
Accrued commissions and other receivables, net	296,994		296,423
Loans, forgivable loans and other receivables from employees and partners, net	313,827		286,967
Fixed assets, net	182,079		190,112
Investments	36,295		33,039
Goodwill	487,021		486,919
Other intangible assets, net	196,550		207,747
Receivables from related parties	6,276		5,237
Other assets	431,627		445,233

Total assets	$	4,671,086	$	3,342,166
Liabilities, Redeemable Partnership Interest, and Equity
Short-term borrowings	$	1,850	$	3,584
Repurchase agreements	1,013		—
Accrued compensation	180,906		214,379
Payables to broker-dealers, clearing organizations, customers and related broker-dealers	2,012,127		656,278
Payables to related parties	78,362		53,764
Accounts payable, accrued and other liabilities	619,367		679,254
Notes payable and other borrowings	1,050,132		1,052,831

Total liabilities	3,943,757		2,660,090
Commitments, contingencies and guarantees (Note 19)
Redeemable partnership interest	15,985		18,761
Equity
Stockholders’ equity:
Class A common stock, par value $0.01 per share; 750,000 shares authorized; 464,265 and 435,944 shares issued at September 30, 2022 and December 31, 2021, respectively; and 324,136 and 317,023 shares outstanding at September 30, 2022 and December 31, 2021, respectively	4,643		4,359
Class B common stock, par value $0.01 per share; 150,000 shares authorized; 45,884 shares issued and outstanding at each of September 30, 2022 and December 31, 2021, convertible into Class A common stock	459		459
Additional paid-in capital	2,527,199		2,451,135
Treasury stock, at cost: 140,129 and 118,921 shares of Class A common stock at September 30, 2022 and December 31, 2021, respectively	(690,633)		(623,734)
Retained deficit	(1,136,566)		(1,171,919)
Accumulated other comprehensive income (loss)	(53,083)		(40,548)
Total stockholders’ equity	652,019		619,752
Noncontrolling interest in subsidiaries	59,325		43,563
Total equity	711,344		663,315
Total liabilities, redeemable partnership interest, and equity	$	4,671,086	$	3,342,166

The accompanying Notes to the unaudited Condensed Consolidated Financial Statements are an integral part of these financial statements.

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BGC PARTNERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenues:
Commissions	$	299,430	$	367,016	$	965,636	$	1,192,004
Principal transactions	79,568		73,997		283,338		254,757
Fees from related parties	3,896		3,470		10,838		11,500
Data, software and post-trade	23,808		22,238		71,326		65,826
Interest and dividend income	4,110		3,042		15,506		17,535
Other revenues	5,755		3,984		12,143		12,151
Total revenues	416,567		473,747		1,358,787		1,553,773
Expenses:
Compensation and employee benefits	202,353		257,604		671,494		836,533
Equity-based compensation and allocations of net income to limited partnership units and FPUs	57,730		78,490		161,739		170,275
Total compensation and employee benefits	260,083		336,094		833,233		1,006,808
Occupancy and equipment	38,710		46,049		117,294		141,598
Fees to related parties	6,551		5,674		18,285		15,574
Professional and consulting fees	15,048		16,836		44,489		53,071
Communications	26,802		29,305		81,859		89,891
Selling and promotion	11,373		9,586		34,754		25,692
Commissions and floor brokerage	13,104		15,908		44,686		48,145
Interest expense	14,499		16,735		43,144		53,268
Other expenses	19,951		24,614		60,736		64,423
Total expenses	406,121		500,801		1,278,480		1,498,470
Other income (losses), net:
Gains (losses) on divestitures and sale of investments	(183)		92		(183)		—
Gains (losses) on equity method investments	3,230		1,816		8,762		4,605
Other income (loss)	5,545		4,513		6,958		11,843
Total other income (losses), net	8,592		6,421		15,537		16,448
Income (loss) from operations before income taxes	19,038		(20,633)		95,844		71,751
Provision (benefit) for income taxes	10,813		(6,692)		40,575		7,056
Consolidated net income (loss)	$	8,225	$	(13,941)	$	55,269	$	64,695
Less: Net income (loss) attributable to noncontrolling interest in subsidiaries	2,463		(2,539)		8,773		17,141
Net income (loss) available to common stockholders	$	5,762	$	(11,402)	$	46,496	$	47,554
Per share data:
Basic earnings (loss) per share
Net income (loss) available to common stockholders	$	5,762	$	(11,402)	$	46,496	$	47,554
Basic earnings (loss) per share	$	0.02	$	(0.03)	$	0.13	$	0.12
Basic weighted-average shares of common stock outstanding	371,108		387,121		371,692		382,161
Fully diluted earnings (loss) per share
Net income (loss) for fully diluted shares	$	7,370	$	(11,402)	$	60,718	$	56,033
Fully diluted earnings (loss) per share	$	0.01	$	(0.03)	$	0.12	$	0.12
Fully diluted weighted-average shares of common stock outstanding	496,985		387,121		501,958		452,083

The accompanying Notes to the unaudited Condensed Consolidated Financial Statements

are an integral part of these financial statements.

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BGC PARTNERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Consolidated net income (loss)	$	8,225	$	(13,941)	$	55,269	$	64,695
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(7,744)		(6,900)		(14,763)		(8,797)
Benefit plans	—		498		—		301
Total other comprehensive income (loss), net of tax	(7,744)		(6,402)		(14,763)		(8,496)
Comprehensive income (loss)	481		(20,343)		40,506		56,199
Less: Comprehensive income (loss) attributable to noncontrolling interest in subsidiaries, net of tax	1,346		(3,314)		6,545		15,947
Comprehensive income (loss) attributable to common stockholders	$	(865)	$	(17,029)	$	33,961	$	40,252

The accompanying Notes to the unaudited Condensed Consolidated Financial Statements

are an integral part of these financial statements.

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BGC PARTNERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Nine Months Ended September 30,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income (loss)	$	55,269	$	64,695
Adjustments to reconcile consolidated net income (loss) to net cash provided by (used in) operating activities:
Fixed asset depreciation and intangible asset amortization	55,786		63,550
Employee loan amortization and reserves on employee loans	35,083		45,746
Equity-based compensation and allocations of net income to limited partnership units and FPUs	161,739		170,275
Deferred compensation expense	75		321
Losses (gains) on equity method investments	(8,762)		(4,671)
Unrealized/realized losses (gains) on financial instruments owned, at fair value and other investments	1,434		(66)
Amortization of discount (premium) on notes payable	2,099		2,838
Impairment of fixed assets, intangible assets and investments	5,568		3,893
Deferred tax provision (benefit)	2,025		(4,984)
Change in estimated acquisition earn-out payables	(516)		2,013
Forfeitures of Class A common stock	(188)		(553)

Other	(1,914)		(4,178)
Consolidated net income (loss), adjusted for non-cash and non-operating items	307,698		338,879
Decrease (increase) in operating assets:
Financial instruments owned, at fair value	2,976		21,039
Receivables from broker-dealers, clearing organizations, customers and related broker-dealers	(1,416,538)		(1,517,376)
Accrued commissions receivable, net	(4,081)		(80,883)
Loans, forgivable loans and other receivables from employees and partners, net	(51,719)		(25,821)
Receivables from related parties	(1,522)		4,749
Other assets	(10,829)		(15,409)
Increase (decrease) in operating liabilities:
Repurchase agreements	1,013		2,997

Accrued compensation	(23,341)		(24,761)
Payables to broker-dealers, clearing organizations, customers and related broker-dealers	1,355,361		1,483,416
Payables to related parties	24,689		59,073
Accounts payable, accrued and other liabilities	(51,770)		60,218
Net cash provided by (used in) operating activities	$	131,937	$	306,121

The accompanying Notes to the unaudited Condensed Consolidated Financial Statements

are an integral part of these financial statements.

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BGC PARTNERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)

(in thousands)

(unaudited)


	Nine Months Ended September 30,
	2022		2021
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets	$	(6,434)	$	(8,046)
Capitalization of software development costs	(35,075)		(31,707)
Purchase of equity method investments	(588)		(870)
Proceeds from equity method investments	6,118		9,932


Purchase of assets	(445)		—
Net cash provided by (used in) investing activities	$	(36,424)	$	(30,691)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt and collateralized borrowings	$	(4,779)	$	(264,669)
Issuance of long-term debt and collateralized borrowings, net of deferred issuance costs	(45)		298,427
Earnings distributions to limited partnership interests and other noncontrolling interests	(25,244)		(42,929)
Redemption and repurchase of limited partnership interests	(46,310)		(79,183)
Dividends to stockholders	(11,143)		(11,444)
Repurchase of Class A common stock	(79,295)		(227,052)
Proceeds from sale of Cantor Units in BGC Holdings	947		5,145
Short term borrowings, net of repayments	—		—
Pre-acquisition cash capital contribution to Futures Exchange Group	—		3,845
Acquisition of Futures Exchange Group	—		(9,022)
Payments on acquisition earn-outs	(4,384)		(11,199)
Net cash provided by (used in) financing activities	$	(170,253)	$	(338,081)
Effect of exchange rate changes on Cash and cash equivalents and Cash segregated under regulatory requirements	(6,198)		(5,507)
Net increase (decrease) in Cash and cash equivalents, and Cash segregated under regulatory requirements including Cash and Cash segregated under regulatory requirements classified within Assets held for sale	(80,938)		(68,158)
Less: Net increase (decrease) in cash classified within Assets held for sale	—		(315,359)
Net increase (decrease) in Cash and cash equivalents, and Cash segregated under regulatory requirements	(80,938)		(383,517)
Cash and cash equivalents and Cash segregated under regulatory requirements at beginning of period	566,799		853,406
Cash and cash equivalents and Cash segregated under regulatory requirements at end of period	$	485,861	$	469,889
Supplemental cash information:
Cash paid during the period for taxes	$	32,267	$	33,055
Cash paid during the period for interest	39,864		51,026
Supplemental non-cash information:
Issuance of Class A common stock upon exchange of limited partnership interests	$	34,480	$	145,680
Issuance of Class A and contingent Class A common stock and limited partnership interests for acquisitions	2,710		1,160
ROU assets and liabilities	16,494		2,947

The accompanying Notes to the unaudited Condensed Consolidated Financial Statements

are an integral part of these financial statements.

Table of Contents

BGC PARTNERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Three Months Ended September 30, 2022

(in thousands, except share amounts)

(unaudited)


	BGC Partners, Inc. Stockholders												Noncontrolling Interest in Subsidiaries		Total
	Class A Common Stock		Class B Common Stock		Additional Paid-in Capital		Treasury Stock		Retained Deficit		Accumulated Other Comprehensive Income (Loss)
Balance, July 1, 2022	$	4,518	$	459	$	2,499,393	$	(648,500)	$	(1,138,628)	$	(46,456)	$	59,907	$	730,693
Consolidated net income (loss)	—		—		—		—		5,762		—		2,463		8,225
Other comprehensive income (loss), net of tax	—		—		—		—		—		(6,627)		(1,117)		(7,744)
Equity-based compensation, 448,014 shares	4		—		3,034		—		—		—		937		3,975
Dividends to common stockholders	—		—		—		—		(3,700)		—		—		(3,700)
Earnings distributions to limited partnership interests and other noncontrolling interests	—		—		—		—		—		—		(3,091)		(3,091)
Grant of exchangeability and redemption of limited partnership interests, issuance of 11,939,546 shares	120		—		24,026		—		—		—		8,028		32,174
Issuance of Class A common stock (net of costs), 101,786 shares	1		—		149		—		—		—		4		154
Redemption of FPUs, 27,087 units	—		—		—		—		—		—		(59)		(59)
Repurchase of Class A common stock, 12,396,735 shares	—		—		—		(41,994)		—		—		(7,914)		(49,908)
Forfeiture of Class A common stock, 43,388 shares	—		—		(5)		(139)		—		—		(27)		(171)
Contributions of capital to and from Cantor for equity-based compensation	—		—		624		—		—		—		194		818


Other	—		—		(22)		—		—		—		—		(22)
Balance, September 30, 2022	$	4,643	$	459	$	2,527,199	$	(690,633)	$	(1,136,566)	$	(53,083)	$	59,325	$	711,344

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BGC PARTNERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Nine Months Ended September 30, 2022

(in thousands, except share and per share amounts)

(unaudited)


	BGC Partners, Inc. Stockholders												Noncontrolling Interest in Subsidiaries		Total
	Class A Common Stock		Class B Common Stock		Additional Paid-in Capital		Treasury Stock		Retained Deficit		Accumulated Other Comprehensive Income (Loss)
Balance, January 1, 2022	$	4,359	$	459	$	2,451,135	$	(623,734)	$	(1,171,919)	$	(40,548)	$	43,563	$	663,315
Consolidated net income (loss)	—		—		—		—		46,496		—		8,773		55,269
Other comprehensive income (loss), net of tax	—		—		—		—		—		(12,535)		(2,228)		(14,763)
Equity-based compensation, 3,018,337 shares	30		—		9,081		—		—		—		2,853		11,964
Dividends to common stockholders	—		—		—		—		(11,143)		—		—		(11,143)
Earnings distributions to limited partnership interests and other noncontrolling interests	—		—		—		—		—		—		(2,950)		(2,950)
Grant of exchangeability and redemption of limited partnership interests, issuance of 23,647,165 shares	237		—		61,849		—		—		—		20,853		82,939
Issuance of Class A common stock (net of costs), 445,245 shares	5		—		3,616		—		—		—		11		3,632
Redemption of FPUs, 96,447 units	—		—		—		—		—		—		(204)		(204)
Repurchase of Class A common stock, 21,142,045 shares	—		—		—		(66,747)		—		—		(12,548)		(79,295)
Forfeiture of Class A common stock, 47,807 shares	—		—		(6)		(152)		—		—		(30)		(188)
Contributions of capital to and from Cantor for equity-based compensation	—		—		(370)		—		—		—		(134)		(504)
Grant of exchangeability, redemption of limited partnership interests and issuance of Class A common stock and RSUs for acquisitions, 1,192,907 shares	12		—		2,279		—		—		—		419		2,710
Cantor purchase of Cantor units from BGC Holdings upon redemption of FPUs, 480,175 units	—		—		—		—		—		—		947		947
Other	—		—		(385)		—		—		—		—		(385)
Balance, September 30, 2022	$	4,643	$	459	$	2,527,199	$	(690,633)	$	(1,136,566)	$	(53,083)	$	59,325	$	711,344

	For the three months ended September 30,				For the nine months ended September 30,
	2022		2021		2022		2021
Dividends declared per share of common stock	$	0.01	$	0.01	$	0.03	$	0.03
Dividends declared and paid per share of common stock	$	0.01	$	0.01	$	0.03	$	0.03

The accompanying Notes to the unaudited Condensed Consolidated Financial Statements are an integral part of these financial statements.

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BGC PARTNERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Three and Nine Months Ended September 30, 2021

(in thousands, except share amounts)

(unaudited)


	BGC Partners, Inc. Stockholders
	Class A Common Stock		Class B Common Stock		Additional Paid-in Capital		Treasury Stock		Retained Deficit		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interest in Subsidiaries		Total
Balance, July 1, 2021	$	4,169	$	459	$	2,392,508	$	(406,701)	$	(1,229,498)	$	(30,605)	$	64,028	$	794,360
Consolidated net income (loss)	—		—		—		—		(11,402)		—		(2,539)		(13,941)
Other comprehensive gain, net of tax	—		—		—		—		—		(5,627)		(775)		(6,402)
Equity-based compensation, 213,459 shares	2		—		4,870		—		—		—		1,633		6,505
Dividends to common stockholders	—		—		—		—		(3,818)		—		—		(3,818)
Earnings distributions to limited partnership interests and other noncontrolling interests			—				—		—		—		2,771		2,771
Grant of exchangeability and redemption of limited partnership interests, issuance of 8,446,093 shares	85		—		30,054		—		—		—		12,762		42,901
Issuance of Class A common stock (net of costs), 100,128 shares	1		—		640		—		—		—		3		644
Redemption of FPUs, 56,730 units	—		—		—		—		—		—		(212)		(212)
Repurchase of Class A common stock, 24,432,718 shares	—		—				(107,030)		—		—		(19,761)		(126,791)
Forfeiture of Class A common stock, 56,423 shares	—		—		44		(232)						(35)		(223)
Contributions of capital to and from Cantor for equity-based compensation	—		—		(1,706)		—		—		—		(575)		(2,281)
Grant of exchangeability, redemption of limited partnership interests and issuance of Class A common stock and RSUs for acquisitions, 342,162 shares	3		—		2,278		—		—		—		(1,634)		647
Acquisition of Futures Exchange Group	—		—		(7,616)		—		—		—		(1,406)		(9,022)
Other	—		—		26		—		—		—		1		27
Balance, September 30, 2021	$	4,260	$	459	$	2,421,098	$	(513,963)	$	(1,244,718)	$	(36,232)	$	54,261	$	685,165


	BGC Partners, Inc. Stockholders
	Class A Common Stock		Class B Common Stock		Additional Paid-in Capital		Treasury Stock		Retained Deficit		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interest in Subsidiaries		Total
Balance, January 1, 2021	$	3,735	$	459	$	2,375,113	$	(315,313)	$	(1,280,828)	$	(28,930)	$	57,061	$	811,297
Consolidated net income (loss)	—		—		—		—		47,554		—		17,141		64,695
Other comprehensive income (loss), net of tax	—		—		—		—		—		(7,302)		(1,194)		(8,496)
Equity-based compensation, 1,940,975 shares	19		—		9,434		—		—		—		3,711		13,164
Dividends to common stockholders	—		—		—		—		(11,444)		—		—		(11,444)
Earnings distributions to limited partnership interests and other noncontrolling interests	—		—		—		—		—		—		(8,634)		(8,634)
Grant of exchangeability and redemption of limited partnership interests, issuance of 49,033,008 shares	491		—		47,794		—		—		—		37,400		85,685
Issuance of Class A common stock (net of costs), 366,043 shares	4		—		1,302		—		—		—		11		1,317
Redemption of FPUs, 718,434 units	—		—		—		—		—		—		(339)		(339)
Repurchase of Class A common stock, 41,939,724 shares	—		—		—		(198,002)		—		—		(36,572)		(234,574)
Forfeiture of Class A common stock, 140,188 shares	—		—		181		(648)						(86)		(553)
Contributions of capital to and from Cantor for equity-based compensation	—		—		(15,849)		—		—		—		(12,722)		(28,571)
Grant of exchangeability, redemption of limited partnership interests and issuance of Class A common stock and RSUs for acquisitions, 1,129,630 shares	11		—		6,315		—		—		—		(5,166)		1,160
Cantor purchase of Cantor units from BGC Holdings upon redemption of FPUs, 2,768,060 units	—		—		—		—		—		—		5,145		5,145
Acquisition of Futures Exchange Group	—		—		(7,616)		—		—		—		(1,406)		(9,022)
Other	—		—		4,424		—		—		—		(89)		4,335
Balance, September 30, 2021	$	4,260	$	459	$	2,421,098	$	(513,963)	$	(1,244,718)	$	(36,232)	$	54,261	$	685,165

The accompanying Notes to the unaudited Condensed Consolidated Financial Statements are an integral part of these financial statements.

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BGC PARTNERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)


		Page
Note 1	Organization and Basis of Presentation	23
Note 2	Limited Partnership Interests in BGC Holdings and Newmark Holdings	26
Note 3	Summary of Significant Accounting Policies	27
Note 4	Acquisitions	28
Note 5	Divestitures	28
Note 6	Earnings Per Share	28
Note 7	Stock Transactions and Unit Redemptions	29
Note 8	Financial Instruments Owned, at Fair Value	33
Note 9	Collateralized Transactions	33
Note 10	Receivables from and Payables to Broker-Dealers, Clearing Organizations, Customers and Related Broker-Dealers	33
Note 11	Derivatives	33
Note 12	Fair Value of Financial Assets and Liabilities	36
Note 13	Related Party Transactions	40
Note 14	Investments	47
Note 15	Fixed Assets, Net	48
Note 16	Goodwill and Other Intangible Assets, Net	49
Note 17	Notes Payable, Other and Short-Term Borrowings	51
Note 18	Compensation	53
Note 19	Commitments, Contingencies and Guarantees	57
Note 20	Income Taxes	59
Note 21	Regulatory Requirements	59
Note 22	Segment, Geographic and Product Information	60
Note 23	Revenues from Contracts with Customers	61
Note 24	Leases	62
Note 25	Current Expected Credit Losses (CECL)	64
Note 26	Subsequent Events	65

Table of Contents

1. Organization and Basis of Presentation

Business Overview

BGC Partners, Inc. is a leading global financial brokerage and technology company servicing the global financial markets. Through brands including BGC®, Fenics®, GFI®, Sunrise Brokers™, Poten & Partners®, and RP Martin™, among others, the Company's businesses specialize in the brokerage of a broad range of products, including fixed income such as government bonds, corporate bonds, and other debt instruments, as well as related interest rate derivatives and credit derivatives. Additionally, the Company provides brokerage products across FX, Equities, Energy and Commodities, Shipping, and Futures and Options. The Company recently announced plans to develop new and comprehensive cryptocurrency brokerage offerings. The Company’s businesses also provide a wide variety of services, including trade execution, connectivity solutions, brokerage services, clearing, trade compression and other post-trade services, information, and other back-office services to a broad assortment of financial and non-financial institutions.

BGC Partners’ integrated platform is designed to provide flexibility to customers with regard to price discovery, execution and processing of transactions, and enables them to use Voice, Hybrid, or in many markets, Fully Electronic brokerage services in connection with transactions executed either OTC or through an exchange. Through the Company’s Fenics® group of electronic brands, BGC Partners offers a number of market infrastructure and connectivity services, Fully Electronic marketplaces, and the Fully Electronic brokerage of certain products that also may trade via Voice and Hybrid execution. The full suite of Fenics® offerings includes Fully Electronic and Hybrid brokerage, market data and related information services, trade compression and other post-trade services, analytics related to financial instruments and markets, and other financial technology solutions. Fenics® brands also operate under the names Fenics®, FMX™, FMX Futures Exchange™, Fenics Markets Xchange™, Fenics Futures Exchange™, Fenics UST™, Fenics FX™, Fenics Repo™, Fenics Direct™, Fenics MID™, Fenics Market Data™, Fenics GO™, Fenics PortfolioMatch™, kACE2®, and Lucera®.

BGC, BGC Partners, BGC Trader, GFI, GFI Ginga, CreditMatch, Fenics, Fenics.com, FMX, Sunrise Brokers, Poten & Partners, RP Martin, kACE2, Capitalab, Swaptioniser, CBID, Aqua, and Lucera are trademarks/service marks, and/or registered trademarks/service marks of BGC Partners, Inc. and/or its affiliates.

The Company’s customers include many of the world’s largest banks, broker-dealers, investment banks, trading firms, hedge funds, governments, corporations, and investment firms. BGC Partners has dozens of offices globally in major markets including New York and London, as well as in Bahrain, Beijing, Bogotá, Brisbane, Cape Town, Chicago, Copenhagen, Dubai, Dublin, Frankfurt, Geneva, Hong Kong, Houston, Istanbul, Johannesburg, Madrid, Manila, Melbourne, Mexico City, Miami, Milan, Monaco, Nyon, Paris, Perth, Rio de Janeiro, Santiago, São Paulo, Seoul, Shanghai, Singapore, Sydney, Tel Aviv, Tokyo, Toronto, and Zurich.

Basis of Presentation

The Company’s unaudited Condensed Consolidated Financial Statements and Notes to the unaudited Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the SEC and in conformity with U.S. GAAP. Accordingly, they do not include all information and footnotes required by U.S. GAAP for annual financial statements, as such, the information in this Quarterly Report on Form 10-Q should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. The Company’s unaudited Condensed Consolidated Financial Statements include the Company’s accounts and all subsidiaries in which the Company has a controlling interest. Intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to previously reported amounts to conform to the current presentation.

On November 1, 2021, the Company completed the Insurance Business Disposition (see Note 5—"Divestitures" for additional information).

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 unaudited Condensed 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).

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During the first quarter of 2022, the Company changed the name of the brokerage product line formerly labeled as “Equity derivatives and cash equity” to “Equities” to better align the caption with the underlying activity. The change did not result in any reclassification of revenues and had no impact on the Company’s Total brokerage revenues.

During the second quarter of 2022, the Company combined "Realized losses (gains) on marketable securities", "Unrealized losses (gains) on marketable securities", and "Losses (gains) on other investments" on the unaudited Condensed Consolidated Statements of Cash Flows into "Losses (gains) on marketable securities and other investments". The recognition of gains and losses related to these investments are similar in nature and immaterial to the financial statements in the nine month periods ending September 30, 2022 and 2021.

During the third quarter of 2022, the Company renamed "Securities owned" as "Financial instruments owned, at fair value" and combined it with "Marketable securities" on the unaudited Condensed Consolidated Statements of Financial Condition. In addition, "Losses (gains) on marketable securities and other investments" was renamed as "Unrealized/realized losses (gains) on financial instruments owned, at fair value and other investments" on the unaudited Condensed Consolidated Statements of Cash Flows.

The unaudited Condensed Consolidated Financial Statements contain all normal and recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the unaudited Condensed Consolidated Statements of Financial Condition, the unaudited Condensed Consolidated Statements of Operations, the unaudited Condensed Consolidated Statements of Comprehensive Income (Loss), the unaudited Condensed Consolidated Statements of Cash Flows and the unaudited Condensed Consolidated Statements of Changes in Equity of the Company for the periods presented.

Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU is part of the FASB’s simplification initiative, and it is expected to reduce cost and complexity related to accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740, Income Taxes related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates, and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. BGC adopted the standard on the required effective date beginning January 1, 2021 on a prospective basis. The adoption of the standard did not have a material impact on the Company’s unaudited Condensed Consolidated Financial Statements.

In January 2020, the FASB issued ASU No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the FASB Emerging Issues Task Force). These amendments improve previous guidance by reducing diversity in practice and increasing comparability of the accounting for the interactions between these codification topics as they pertain to certain equity securities, investments under the equity method of accounting and forward contracts or purchased options to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option. BGC adopted the standard on the required effective date beginning January 1, 2021 on a prospective basis. The adoption of this guidance did not have a material impact on the Company’s unaudited Condensed Consolidated Financial Statements.

In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements. The standard amends the Codification by moving existing disclosure requirements to (or adding appropriate references in) the relevant disclosure sections. The ASU also clarifies various provisions of the Codification by amending and adding new headings, cross-referencing, and refining or correcting terminology. BGC adopted the standard on the required effective date beginning January 1, 2021 and it was applied using a modified retrospective method of transition. The adoption of this guidance did not have an impact on the Company’s unaudited Condensed Consolidated Financial Statements.

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The standard is expected to reduce complexity and improve comparability of financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. The ASU also enhances information transparency by making targeted improvements to the related disclosures guidance. Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. BGC adopted the standard on the required effective date beginning January 1, 2022, and it was applied using a modified retrospective method of transition. The adoption of this guidance did not have a material impact on the Company’s unaudited Condensed Consolidated Financial Statements.

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In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The guidance is designed to provide relief from the accounting analysis and impacts that may otherwise be required for modifications to agreements (e.g., loans, debt securities, derivatives, and borrowings) necessitated by reference rate reform as entities transition away from LIBOR and other interbank offered rates to alternative reference rates. This ASU also provides optional expedients to enable companies to continue to apply hedge accounting to certain hedging relationships impacted by reference rate reform. Application of the guidance is optional and only available in certain situations. The ASU is effective upon issuance and generally can be applied through December 31, 2022. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope. The amendments in this standard are elective and principally apply to entities that have derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform (referred to as the “discounting transition”). The standard expands the scope of ASC 848, Reference Rate Reform and allows entities to elect optional expedients to derivative contracts impacted by the discounting transition. Similar to ASU No. 2020-04, provisions of this ASU are effective upon issuance and generally can be applied through December 31, 2022. During the first quarter of 2022, the Company elected to apply the practical expedients to modifications of qualifying contracts as continuation of the existing contract rather than as a new contract. The adoption of the new guidance did not have an impact on the Company’s unaudited condensed consolidated financial statements. Management will continue to evaluate the impacts of reference rate reform through December 31, 2022.

New Accounting Pronouncements

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The standard improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability, as well as payment terms and their effect on subsequent revenue recognized by the acquirer. The ASU requires companies to apply guidance in ASC 606, Revenue from Contracts with Customers, to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination, and, thus, creates an exception to the general recognition and measurement principle in ASC 805, Business Combinations. The new standard will become effective for the Company beginning January 1, 2023, can be applied prospectively for business combinations occurring on or after the effective date, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s unaudited Condensed Consolidated Financial Statements.

In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. The standard requires business entities to make annual disclosures about transactions with a government they account for by analogizing to a grant or contribution accounting model. The guidance is aimed at increasing transparency about government assistance transactions that are not in the scope of other U.S. GAAP guidance. The ASU requires disclosure of the nature and significant terms and considerations of the transactions, the accounting policies used and the effects of those transactions on an entity’s financial statements. The new standard will become effective for the Company’s financial statements issued for annual reporting periods beginning on January 1, 2022, can be applied prospectively or retrospectively, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s unaudited Condensed Consolidated Financial Statements.

In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The guidance is intended to improve the decision usefulness of information provided to investors about certain loan refinancings, restructurings, and write-offs. The standard eliminates the recognition and measurement guidance on TDRs for creditors that have adopted ASC 326, Financial Instruments — Credit Losses and requires them to make enhanced disclosures about loan modifications for borrowers experiencing financial difficulty. The new guidance also requires public business entities to present current-period gross write-offs (on a current year-to-date basis for interim-period disclosures) by year of origination in their vintage disclosures. The new standard will become effective for the Company beginning January 1, 2023. The guidance for recognition and measurement of TDRs can be applied using either a prospective or modified retrospective transition method, and the amendments related to disclosures can be applied prospectively. Early adoption is permitted, and an entity may elect to early adopt the amendments related to TDRs separately from the amendments related to vintage disclosures. Management is currently evaluating the impact of the new standard on the Company’s unaudited Condensed Consolidated Financial Statements.

In September 2022, the FASB issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Debt Restructurings Disclosure of Supplier Finance Program Obligations. The guidance requires entities to disclose the key terms of supplier finance programs they use in connection with the purchase of goods and services along with information about their obligations under these programs, including a rollforward of those obligations. The new standard will become effective for the Company beginning on January 1, 2023, except for the rollforward requirement, which is effective beginning January 1, 2024. The guidance requires retrospective application to all periods in which a balance sheet is presented, except for

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the rollforward requirement, which will be applied prospectively, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s unaudited Condensed Consolidated Financial Statements.

2. Limited Partnership Interests in BGC Holdings and Newmark Holdings

BGC Partners is a holding company with no direct operations and conducts substantially all of its operations through its operating subsidiaries. Virtually all of the Company’s consolidated net assets and net income are those of consolidated variable interest entities. BGC Holdings is a consolidated subsidiary of the Company for which the Company is the general partner. The Company and BGC Holdings jointly own BGC U.S. OpCo and BGC Global OpCo, the two operating partnerships. In addition, Newmark Holdings is a consolidated subsidiary of Newmark for which Newmark is the general partner. Newmark and Newmark Holdings jointly own Newmark OpCo, the operating partnership. Listed below are the limited partnership interests in BGC Holdings and Newmark Holdings. The FPUs, LPUs and limited partnership interests held by Cantor, each as described below, collectively represent all of the limited partnership interests in BGC Holdings and Newmark Holdings.

As a result of the Separation, limited partnership interests in Newmark Holdings were distributed to the holders of limited partnership interests in BGC Holdings, whereby each holder of BGC Holdings limited partnership interests at that time who held a BGC Holdings limited partnership interest received a corresponding Newmark Holdings limited partnership interest, determined by the Contribution Ratio, which was equal to a BGC Holdings limited partnership interest multiplied by one divided by 2.2, divided by the Exchange Ratio. Initially, the Exchange Ratio equaled one, so that each Newmark Holdings limited partnership interest was exchangeable for one share of Newmark Class A common stock. For reinvestment, acquisition or other purposes, Newmark may determine on a quarterly basis to distribute to its stockholders a smaller percentage than Newmark Holdings distributes to its equity holders (excluding tax distributions from Newmark Holdings) of cash that it received from Newmark OpCo. In such circumstances, the Separation and Distribution Agreement provides that the Exchange Ratio will be reduced to reflect the amount of additional cash retained by Newmark as a result of the distribution of such smaller percentage, after the payment of taxes. The Exchange Ratio as of September 30, 2022 equaled 0.9365.

Founding/Working Partner Units

Founding/Working Partners have FPUs in BGC Holdings and Newmark Holdings. The Company accounts for FPUs outside of permanent capital, as “Redeemable partnership interest,” in the Company’s unaudited Condensed Consolidated Statements of Financial Condition. This classification is applicable to Founding/Working Partner units because these units are redeemable upon termination of a partner, including a termination of employment, which can be at the option of the partner and not within the control of the issuer.

FPUs are held by limited partners who are employees and generally receive quarterly allocations of net income. Upon termination of employment or otherwise ceasing to provide substantive services, the FPUs are generally redeemed, and the unit holders are no longer entitled to participate in the quarterly allocations of net income. Since these allocations of net income are cash distributed on a quarterly basis and are contingent upon services being provided by the unit holder, they are reflected as a component of compensation expense under “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the Company’s unaudited Condensed Consolidated Statements of Operations.

Limited Partnership Units

Certain BGC employees hold LPUs in BGC Holdings and Newmark Holdings (e.g., REUs, RPUs, PSUs, and PSIs). Prior to the Separation, certain employees of both BGC and Newmark received LPUs in BGC Holdings. As a result of the Separation, these employees were distributed LPUs in Newmark Holdings equal to a BGC Holdings LPU multiplied by the Contribution Ratio. Subsequent to the Separation, BGC employees are only granted LPUs in BGC Holdings, and Newmark employees are only granted LPUs in Newmark Holdings.

Generally, LPUs receive quarterly allocations of net income, which are cash distributed and generally are contingent upon services being provided by the unit holder. As prescribed in U.S. GAAP guidance, following the Spin-Off, the quarterly allocations of net income on BGC Holdings and Newmark Holdings LPUs held by BGC employees are reflected as a component of compensation expense under “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the Company’s unaudited Condensed Consolidated Statements of Operations, and the quarterly allocations of net income on BGC Holdings LPUs held by Newmark employees are reflected as a component of “Net income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s unaudited Condensed Consolidated Statements of Operations. From time to time, the Company also issues BGC LPUs as part of the consideration for acquisitions.

Certain of these LPUs in BGC Holdings and Newmark Holdings, such as REUs, entitle the holders to receive post-termination payments equal to the notional amount of the units in four equal yearly installments after the holder’s termination. These LPUs held by BGC employees are accounted for as post-termination liability awards, and in accordance with U.S. GAAP

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guidance, the Company records compensation expense for the awards based on the change in value at each reporting date in the Company’s unaudited Condensed Consolidated Statements of Operations as part of “Equity-based compensation and allocations of net income to limited partnership units and FPUs.”

The Company has also awarded certain Preferred Units. Each quarter, the net profits of BGC Holdings and Newmark Holdings are allocated to such units at a rate of either 0.6875% (which is 2.75% per calendar year) or such other amount as set forth in the award documentation. These allocations are deducted before the calculation and distribution of the quarterly partnership distribution for the remaining partnership interests and are generally contingent upon services being provided by the unit holder. The Preferred Units are not entitled to participate in partnership distributions other than with respect to the Preferred Distribution. Preferred Units may not be made exchangeable into Class A common stock, and are only entitled to the Preferred Distribution; accordingly they are not included in the fully diluted share count. The quarterly allocations of net income on Preferred Units are reflected the same as those of the LPUs described above in the Company’s unaudited Condensed Consolidated Statements of Operations. After deduction of the Preferred Distribution, the remaining partnership units generally receive quarterly allocations of net income based on their weighted-average pro rata share of economic ownership of the operating subsidiaries. Preferred Units are granted in connection with the grant of certain LPUs, such as PSUs, which may be granted exchangeability or redeemed in connection with the issuance of shares of common stock to cover the withholding taxes owed by the unit holder, rather than issuing the gross amount of shares to employees, subject to cashless withholding of shares to pay applicable withholding taxes.

Cantor Units

Cantor holds limited partnership interests in BGC Holdings. Cantor units are reflected as a component of “Noncontrolling interest in subsidiaries” in the Company’s unaudited Condensed Consolidated Statements of Financial Condition. Cantor receives allocations of net income (loss), which are cash distributed on a quarterly basis and are reflected as a component of “Net income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s unaudited Condensed Consolidated Statements of Operations. Cantor units in BGC Holdings are generally exchangeable for up to 23.6 million shares of BGC Class B common stock.

General

Certain of the limited partnership interests, described above, have been granted exchangeability into shares of BGC or Newmark Class A common stock, and additional limited partnership interests may become exchangeable into shares of BGC or Newmark Class A common stock. In addition, certain limited partnership interests have been granted the right to exchange into a partnership unit with a capital account, such as HDUs. HDUs have a stated capital account which is initially based on the closing trading price of Class A common stock at the time the HDU is granted. HDUs participate in quarterly partnership distributions and are generally not exchangeable into shares of Class A common stock.

Subsequent to the Spin-Off, limited partnership interests in BGC Holdings held by a partner or Cantor may become exchangeable for BGC Class A or BGC Class B common stock on a one-for-one basis, and limited partnership interests in Newmark Holdings held by a partner or Cantor may become exchangeable for a number of shares of Newmark Class A or Newmark Class B common stock equal to the number of limited partnership interests multiplied by the then-current Exchange Ratio. Because limited partnership interests are included in the Company’s fully diluted share count, if dilutive, any exchange of limited partnership interests into shares of BGC Class A or BGC Class B common stock would not impact the fully diluted number of shares and units outstanding. Because these limited partnership interests generally receive quarterly allocations of net income, such exchange would have no significant impact on the cash flows or equity of the Company.

Each quarter, net income (loss) is allocated between the limited partnership interests and the Company’s common stockholders. In quarterly periods in which the Company has a net loss, the loss allocation for FPUs, LPUs and Cantor units in BGC Holdings is allocated to Cantor and reflected as a component of “Net income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s unaudited Condensed Consolidated Statements of Operations. In subsequent quarters in which the Company has net income, the initial allocation of income to the limited partnership interests in BGC Holdings is to Cantor and is recorded as “Net income (loss) attributable to noncontrolling interests in subsidiaries,” to recover any losses taken in earlier quarters, with the remaining income allocated to the limited partnership interests. This income (loss) allocation process has no impact on the net income (loss) allocated to common stockholders.

3. Summary of Significant Accounting Policies

For a detailed discussion about the Company’s significant accounting policies, see Note 3—“Summary of Significant Accounting Policies,” in its consolidated financial statements included in Part II, Item 8 of the Annual Report on Form 10-K for

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the year ended December 31, 2021. During the nine months ended September 30, 2022, there were no significant changes made to the Company’s significant accounting policies.

4. Acquisitions

Futures Exchange Group

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. There were no other acquisitions completed by the Company for the nine months ended September 30, 2022 and the year ended December 31, 2021. For additional information, see Note 1—"Organization and Basis of Presentation."

Total Consideration

The total consideration for acquisitions for the year ended December 31, 2021 was $4.9 million in cash, plus the cash held at closing, to Cantor for the Futures Exchange Group acquisition, and an earn-out 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.

Except where otherwise noted, the results of operations of the Company’s acquisitions have been included in the Company’s unaudited Condensed Consolidated Financial Statements subsequent to their respective dates of acquisition. The Company has made preliminary allocations of the consideration to the assets acquired and liabilities assumed as of the acquisition dates, and expects to finalize its analysis with respect to acquisitions within the first year after the completion of the respective transaction. Therefore, adjustments to preliminary allocations may occur.

5. Divestitures

On November 1, 2021, the Company successfully completed the Insurance Business Disposition and, after closing adjustments, received $534.9 million in gross cash proceeds, subject to limited post-closing adjustments. As a result of this sale, the Company recognized a $312.9 million gain, net of banking fees and compensation expenses, which was included in "Gains (losses) on divestitures and sale of investments" in the Company's Consolidated Statements of Operations for the year ended December 31, 2021. CF&Co served as advisor to the Company in connection with the transaction, and as a result, the banking fees included $4.4 million paid to Cantor upon closing of the transaction.

6. Earnings Per Share

U.S. GAAP guidance establishes standards for computing and presenting EPS. Basic EPS excludes dilution and is computed by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding and contingent shares for which all necessary conditions have been satisfied except for the passage of time. Net income (loss) is allocated to the Company’s outstanding common stock, FPUs, LPUs and Cantor units (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings”).

Basic Earnings Per Share:

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Basic earnings (loss) per share:
Net income (loss) available to common stockholders	$	5,762	$	(11,402)	$	46,496	$	47,554
Basic weighted-average shares of common stock outstanding	371,108		387,121		371,692		382,161
Basic earnings (loss) per share	$	0.02	$	(0.03)	$	0.13	$	0.12

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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 September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Fully diluted earnings (loss) per share
Net income (loss) available to common stockholders	$	5,762	$	(11,402)	$	46,496	$	47,554
Allocations of net income (loss) to limited partnership interests, net of tax	1,608		—		14,222		8,479
Net income (loss) for fully diluted shares	$	7,370	$	(11,402)	$	60,718	$	56,033
Weighted-average shares:
Common stock outstanding	371,108		387,121		371,692		382,161
Partnership units¹	122,734		—		127,167		64,846
RSUs (Treasury stock method)	1,770		—		1,897		3,723
Other	1,373		—		1,202		1,353
Fully diluted weighted-average shares of common stock outstanding	496,985		387,121		501,958		452,083
Fully diluted earnings (loss) per share	$	0.01	$	(0.03)	$	0.12	$	0.12

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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 nine months ended September 30, 2022, 0.6 million and 0.7 million of potentially dilutive securities, respectively, were excluded from the computation of fully diluted EPS because their effect would have been anti-dilutive. Anti-dilutive securities for both the three and nine months ended September 30, 2022, comprised RSUs. For the three and nine months ended September 30, 2021, 143.5 million and 98.2 million of potentially dilutive securities, respectively, were excluded from the computation of fully diluted EPS because their effect would have been anti-dilutive. Anti-dilutive securities for the three months ended September 30, 2021 included 137.6 million limited partnership interests and 5.9 million other contracts to issue shares of BGC common stock, including RSUs. Anti-dilutive securities for the nine months ended September 30, 2021 included 98.1 million limited partnership interests and 0.1 million RSUs.

As of September 30, 2022 and 2021, approximately 47.3 million and 37.5 million shares, respectively, of contingent shares of BGC Class A common stock, N units, RSUs, and LPUs were excluded from the fully diluted EPS computations because the conditions for issuance had not been met by the end of the respective periods.

7. Stock Transactions and Unit Redemptions

Class A Common Stock

Changes in shares of BGC Class A common stock outstanding were as follows (in thousands):

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	Three Months Ended September 30,		Nine Months Ended September 30,
	2022	2021	2022	2021
Shares outstanding at beginning of period	324,087	348,795	317,023	323,018
Share issuances:
Redemptions/exchanges of limited partnership interests¹	11,940	8,446	23,654	49,033
Vesting of RSUs	451	213	3,022	1,941
Acquisitions	—	343	1,186	1,130
Other issuances of BGC Class A common stock	98	100	441	366
Restricted stock forfeitures	(43)	(56)	(48)	(140)
Treasury stock repurchases	(12,397)	(24,433)	(21,142)	(41,940)
Shares outstanding at end of period	324,136	333,408	324,136	333,408

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1Included in redemptions/exchanges of limited partnership interests for the three months ended September 30, 2022 and 2021 are 5.8 million shares of BGC Class A common stock granted in connection with the cancellation of 6.0 million LPUs, and 5.8 million shares of BGC Class A common stock granted in connection with the cancellation of 6.9 million LPUs, respectively. Included in redemptions/exchanges of limited partnership interests for the nine months ended September 30, 2022 and 2021 are 13.7 million shares of BGC Class A common stock granted in connection with the cancellation of 14.1 million LPUs, and 21.2 million shares of BGC Class A common stock granted in connection with the cancellation of 23.2 million LPUs, respectively. Because LPUs are included in the Company’s fully diluted share count, if dilutive, redemptions/exchanges in connection with the issuance of BGC Class A common stock would not impact the fully diluted number of shares outstanding.

Class B Common Stock

The Company did not issue any shares of BGC Class B common stock during the three and nine months ended September 30, 2022 and 2021. As of September 30, 2022 and December 31, 2021, there were 45.9 million shares of BGC Class B common stock outstanding.

CEO Program

On March 9, 2018, the Company filed the March 2018 Form S-3 and entered into the March 2018 Sales Agreement, pursuant to which the Company could offer and sell up to an aggregate of $300.0 million of shares of BGC Class A common stock under the CEO Program. CF&Co is a wholly-owned subsidiary of Cantor and an affiliate of the Company. Under the March 2018 Sales Agreement, the Company agreed to pay CF&Co 2% of the gross proceeds from the sale of shares. The March 2018 Form S-3 and the March 2018 Sales Agreement expired in September 2021. As of the date of expiration, the Company had sold 17.6 million shares of BGC Class A common stock (or $210.8 million) under the March 2018 Sales Agreement. For additional information on the Company’s CEO Program sales agreements, see Note 13—“Related Party Transactions.” On March 8, 2021, the Company filed a new CEO Program shelf registration statement on Form S-3 with respect to the issuance and sale of up to an aggregate of $300.0 million of shares of BGC Class A common stock from time to time on a delayed or continuous basis (the "March 2021 Form S-3"). On July 8, 2022, the Company filed an amendment to the March 2021 Form S-3. On August 3, 2022, the March 2021 Form S-3 was declared effective by the SEC, and the Company entered into the August 2022 Sales Agreement on August 12, 2022.

Unit Redemptions and Share Repurchase Program

The Company’s Board and Audit Committee have authorized repurchases of BGC Class A common stock and redemptions of limited partnership interests or other equity interests in the Company’s subsidiaries. On August 3, 2021, the Company's Board and Audit Committee increased the BGC Partners share repurchase and unit redemption authorization to $400.0 million, which may include purchases from Cantor, its partners or employees or other affiliated persons or entities. As of September 30, 2022, the Company had $107.7 million remaining from its share repurchase and unit redemption authorization. From time to time, the Company may actively continue to repurchase shares and/or redeem units.

The tables below represent the units redeemed and/or shares repurchased for cash and does not include units redeemed/cancelled in connection with the grant of shares of BGC Class A common stock nor the limited partnership interests exchanged for shares of BGC Class A common stock. The gross unit redemptions and share repurchases of BGC Class A common stock during the three and nine months ended September 30, 2022 were as follows (in thousands, except for weighted-average price data):

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Period	Total Number of Units Redeemed or Shares Repurchased	Weighted-Average Price Paid per Unit or Share		Approximate Dollar Value of Units and Shares That May Yet Be Redeemed/ Purchased Under the Program
Redemptions1,2
January 1, 2022—March 31, 2022	43	$	4.01
April 1, 2022—June 30, 2022	1,010	3.81
July 1, 2022—September 30, 2022	214	3.91

Total Redemptions	1,267	$	3.83
Repurchases3,4



January 1, 2022—March 31, 2022	—	$	—



April 1, 2022—June 30, 2022	8,745	3.36
July 1, 2022—July 31, 2022	3,033	3.70
August 1, 2022—August 31, 2022	5,916	4.14
September 1, 2022—September 30, 2022	3,448	4.11





Total Repurchases	21,142	$	3.75
Total Redemptions and Repurchases	22,409	$	3.76	$	107,655

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1.During the three months ended September 30, 2022, the Company redeemed 0.2 million LPUs at an aggregate redemption price of $0.8 million for a weighted-average price of $4.05 per unit. During the three months ended September 30, 2022, the Company redeemed 27 thousand FPUs at an aggregate redemption price of $0.1 million for a weighted-average price of $2.96 per unit. The table above does not include units redeemed/cancelled in connection with the grant of 5.8 million shares of BGC Class A common stock during the three months ended September 30, 2022, nor the limited partnership interests exchanged for 6.1 million shares of BGC Class A common stock during the three months ended September 30, 2022.

2.During the nine months ended September 30, 2022, the Company redeemed 1.2 million LPUs at an aggregate redemption price of $4.5 million for a weighted-average price of $3.88 per unit. During the nine months ended September 30, 2022, the Company redeemed 0.1 million FPUs at an aggregate redemption price of $0.3 million for a weighted-average of $3.23 per unit. The table above does not include units redeemed/cancelled in connection with the grant of 13.7 million shares of BGC Class A common stock during the nine months ended September 30, 2022, nor the limited partnership interests exchanged for 10.6 million shares of BGC Class A common stock during the nine months ended September 30, 2022.

3During the three months ended September 30, 2022, the Company repurchased 12.4 million shares of BGC Class A common stock at an aggregate price of $49.9 million for a weighted-average price of $4.03 per share.

4During the nine months ended September 30, 2022, the Company repurchased 21.1 million shares of BGC Class A common stock at an aggregate price of $79.3 million for a weighted-average price of $3.75 per share.

The gross unit redemptions and share repurchases of BGC Class A common stock during the three and nine months ended September 30, 2021 were as follows (in thousands, except for weighted-average price data):

Table of Contents


Period	Total Number of Units Redeemed or Shares Repurchased	Weighted-Average Price Paid per Unit or Share		Approximate Dollar Value of Units and Shares That May Yet Be Redeemed/ Purchased Under the Program
Redemptions1,2
January 1, 2021—March 31, 2021	20	$	4.40
April 1, 2021—June 30, 2021	4,715	5.82
July 1, 2021—September 30, 2021	73	5.14

Total Redemptions	4,808	$	5.81
Repurchases3,4



January 1, 2021—March 31, 2021	965