NEW YORK, March 31,2016 /PRNewswire/ -BGC Partners, Inc. (NASDAQ: BGCP) (“BGC Partners,” “BGC,” or the “Company,”) aleading global brokerage company servicing the financial and real estatemarkets, today announced that it has updated its outlook for the quarter ending March 31,2016.
BGC expects its quarterly revenues for distributable earningsand for its pre-tax distributable earnings to be towards the mid-point of therange of its previously stated guidance. BGC’s first quarter 2016 outlook was originally published in a pressrelease dated February 10, 2016, and was as follows:
Original First Quarter2016 Outlook Compared with First Quarter 2015 Results
- BGCanticipated first quarter of 2016 distributable earnings revenues to increaseby between approximately 13 percent and 21 percent and to be between $635million to $680 million, compared with $563.9 million a year earlier.
- BGCexpected first quarter of 2016 pre-tax distributable earnings to increase bybetween approximately 6 percent and 26 percent and to be in the range of $80million to $95 million, versus $75.2 million a year earlier.1
- BGCexpected full year 2016 Real Estate services distributable earnings revenues toincrease by approximately 20 percent to $1.2 billion, compared with $1 billionin 2015.
- BGCanticipated its effective tax rate for distributable earnings to remainapproximately 15 percent for the year.2
The Company currently expects to report its financial resultsfor the first quarter of 2016 at 10:00 AM ET on April 27, 2016. Details of the related conference call areexpected to be forthcoming.
BGC Partners uses non-GAAP financial measures including“revenues for distributable earnings,” “pre-tax distributable earnings” and“post-tax distributable earnings,” which are supplemental measures of operatingperformance that are used by management to evaluate the financial performanceof the Company and its consolidated subsidiaries. BGC Partners believes thatdistributable earnings best reflect the operating earnings generated by theCompany on a consolidated basis and are the earnings which management considersavailable for distribution to BGC Partners, Inc. and its common stockholders,as well as to holders of BGC Holdings partnership units during any period.
As compared with “income (loss) from operations before incometaxes,” “net income (loss) for fully diluted shares,” and “fully dilutedearnings (loss) per share,” all prepared in accordance with GAAP, distributableearnings calculations primarily exclude certain non-cash compensation and otherexpenses which generally do not involve the receipt or outlay of cash by theCompany, which do not dilute existing stockholders, and which do not haveeconomic consequences, as described below. In addition, distributable earnings calculations exclude certain gainsand charges that management believes do not best reflect the ordinary operatingresults of BGC.
Revenues for distributable earnings are defined as GAAPrevenues excluding the impact of BGC Partners, Inc.’s non-cash earnings orlosses related to its equity investments. Revenues for distributable earnings include the collection of receivableswhich would have been recognized for GAAP other than for the effect ofacquisition accounting. Revenues fordistributable earnings also exclude certain one-time or unusual gains that arerecognized under GAAP, because the Company does not believe such gains arereflective of its ongoing, ordinary operations.
Pre-tax distributable earnings are defined as GAAP income(loss) from operations before income taxes excluding items that are primarilynon-cash, non-dilutive, and non-economic, such as:
- Non-cashstock-based equity compensation charges for units granted or issued prior tothe merger of BGC Partners, Inc. with and into eSpeed, Inc., as well aspost-merger non-cash, non-dilutive equity-based compensation related to limitedpartnership unit exchange or conversion.
- Allocationsof net income to founding/working partner and other limited partnership units.
- Non-cashasset impairment charges, if any.
Distributable earnings calculations also exclude chargesrelated to purchases, cancellations or redemptions of partnership interests andcertain unusual, one-time or non-recurring items, if any.
“Compensation and employee benefits” expense fordistributable earnings will also include broker commission payouts relating tothe aforementioned collection of receivables.
BGC’s definition of distributable earnings also excludescertain gains and charges with respect to acquisitions, dispositions, orresolutions of litigation. Thisexclusion includes the one-time gains related to the Nasdaq and Trayporttransactions. The calculation ofdistributable earnings also excludes the non-cash mark-to-market gains orlosses related to the shares of Intercontinental Exchange, Inc. received inconnection with the Trayport sale. Management believes that excluding these gains and charges best reflectsthe ongoing operating performance of BGC.
However, because Nasdaq is expected to pay BGC in an equalamount of stock on a regular basis for a 15 year period as part of thattransaction, the payments associated with BGC’s receipt of such stock areexpected to be included in the Company’s calculation of distributableearnings. To make period-to-periodcomparisons more meaningful, one-quarter of the annual contingent earn-outamount, as well as gains or losses with respect to associated mark-to-marketmovements and/or hedging, will be included in the Company’s calculation ofdistributable earnings each quarter as “other revenues.”
Investors and analysts should note that, due to the largegain recorded with respect to the Trayport sale in December, 2015, and theclosing of the back-end merger with GFI in January, 2016, non-cash chargesrelated to the amortization of intangibles with respect to acquisitions will beexcluded from the calculation of pre-tax distributable earnings for periodsbeginning with the first quarter of 2016. These charges were approximately $5 million in the first quarter of2016.
Since distributable earnings are calculated on a pre-taxbasis, management intends to also report “post-tax distributable earnings” and“post-tax distributable earnings per fully diluted share:”
- “Post-taxdistributable earnings” are defined as pre-tax distributable earnings adjustedto assume that all pre-tax distributable earnings were taxed at the sameeffective rate.
- “Post-taxdistributable earnings per fully diluted share” are defined as post-taxdistributable earnings divided by the weighted-average number of fully dilutedshares for the period.
- BGC’sdistributable earnings per share calculations assume either that:
- Thefully diluted share count includes the shares related to the dilutiveinstruments, such as the Convertible Senior Notes, but excludes the associatedinterest expense, net of tax, when the impact would be dilutive; or
- Thefully diluted share count excludes the shares related to these instruments, butincludes the associated interest expense, net of tax.
The share count for distributable earnings excludes sharesexpected to be issued in future periods but not yet eligible to receivedividends and/or distributions, such as those related to the GFI back-endmerger.
Each quarter, the dividend to BGC’s common stockholders isexpected to be determined by the Company’s Board of Directors with reference topost-tax distributable earnings per fully diluted share. In addition to the Company’s quarterlydividend to common stockholders, BGC Partners expects to pay a pro-ratadistribution of net income to BGC Holdings founding/working partner and otherlimited partnership units, and to Cantor for its non-controlling interest. The amount of all of these payments isexpected to be determined using the above definition of pre-tax distributableearnings per share.
Certain employees who are holders of RSUs may be grantedpro-rata payments equivalent to the amount of dividends paid to commonstockholders. Under GAAP, a portion ofthe dividend equivalents on RSUs is required to be taken as a compensationcharge in the period paid. However, to the extent that they represent cashpayments made from the prior period’s distributable earnings, they do notdilute existing stockholders and are therefore excluded from the calculation ofdistributable earnings.
The term “distributable earnings” is not meant to be an exactmeasure of cash generated by operations and available for distribution, norshould it be considered in isolation or as an alternative to cash flow fromoperations or GAAP net income (loss.) The Company views distributable earnings as a metric that is notnecessarily indicative of liquidity or the cash available to fund itsoperations.
Pre- and post-tax distributable earnings are not intended toreplace the Company’s presentation of GAAP financial results. However, management believes that they helpprovide investors with a clearer understanding of BGC Partners’ financialperformance and offer useful information to both management and investorsregarding certain financial and business trends related to the Company’sfinancial condition and results of operations. Management believes that distributable earnings and the GAAP measures offinancial performance should be considered together.
Management does not anticipate providing an outlook for GAAP“revenues,” “income (loss) from operations before income taxes,” “net income(loss) for fully diluted shares,” and “fully diluted earnings (loss) pershare,” because the items previously identified as excluded from “pre-taxdistributable earnings” and “post-tax distributable earnings” are difficult toforecast. Management will instead provide its outlook only as it relates to“revenues for distributable earnings,” “pre-tax distributable earnings,” and“post-tax distributable earnings.”
For more information on this topic, please see the tables inthe most recent BGC financial results press release entitled “Reconciliation ofRevenues Under GAAP and Distributable Earnings,” and “Reconciliation of GAAPIncome (Loss) to Distributable Earnings,” which provide a summaryreconciliation between pre- and post-tax distributable earnings and thecorresponding GAAP measures for the Company in the periods discussed in thisdocument. The reconciliations for priorperiods do not include the results of GFI.
About BGC Partners,Inc.
BGC Partners is a leading global brokerage company servicingthe financial and real estate markets. BGC owns GFI Group Inc., a leading intermediary and provider of tradingtechnologies and support services to the global OTC and listed markets. The Company’s Financial Services offeringsinclude fixed income securities, interest rate swaps, foreign exchange,equities, equity derivatives, credit derivatives, commodities, futures, andstructured products. BGC provides a wide range of services, including tradeexecution, broker-dealer services, clearing, trade compression, post trade,information, and other services to a broad range of financial and non-financialinstitutions. Through brands includingFENICS, BGC Trader, and BGC Market Data, BGC offers financial technologysolutions, market data, and analytics related to numerous financial instrumentsand markets. Real Estate Services areoffered through brands including Newmark Grubb Knight Frank, the Companyprovides a wide range of commercial real estate services, including leasing andcorporate advisory, investment sales and financial services, consulting,project and development management, and property and facilities management.
BGC’s customers include many of the world’s largest banks,broker-dealers, investment banks, trading firms, hedge funds, governments,corporations, property owners, real estate developers, and investment firms.BGC’s common stock trades on the NASDAQ Global Select Market under the tickersymbol (NASDAQ: BGCP). BGC also has anoutstanding bond issuance of Senior Notes due June 15, 2042, which trade on theNew York Stock Exchange under the symbol (NYSE: BGCA). BGC Partners is led by Chairman and ChiefExecutive Officer Howard W. Lutnick.
BGC, BGC Trader, GFI, FENICS, FENICS.COM, Capitalab,Swaptioniser, Newmark, Grubb & Ellis, and Grubb are trademarks, registeredtrademarks and/or service marks of BGC Partners, Inc. and/or itsaffiliates. Knight Frank is a servicemark of Knight Frank (Nominees) Limited.
Discussion ofForward-Looking Statements about BGC Partners
Statements in this document regarding BGC’s businesses thatare not historical facts are “forward-looking statements” that involve risksand uncertainties. Except as required by law, BGC undertakes no obligation torelease any revisions to any forward-looking statements. For a discussion of additional risks anduncertainties, which could cause actual results to differ from those containedin the forward-looking statements, see BGC’s Securities and Exchange Commissionfilings, including, but not limited to, the risk factors set forth in itspublic filings, including the most recent Form 10-K and any updates to suchrisk factors contained in subsequent Forms 10-Q or Forms 8-K.
1 Investors and analysts should note that, due to the largegain recorded with respect to the Trayport sale in December, 2015, and theclosing of the back-end merger with GFI in January, 2016, non-cash chargesrelated to the amortization of intangibles with respect to acquisitions will beexcluded from the calculation of pre-tax distributable earnings for periodsbeginning with the first quarter of 2016. These charges were approximately $5 million in the first quarter of2016. Please see the revised definitionof distributable earnings found later in this document for a discussion of thisand other GAAP items that are excluded in order to calculate the Company’snon-GAAP results, and for a complete and updated discussion of and how, when,and why management uses terms related to distributable earnings.
2 Investors and analysts should note that BGC’s post-taxdistributable earnings per share calculations assume either that the fullydiluted share count includes the shares related to the dilutive instruments,such as the Convertible Senior Notes, but excludes the associated interestexpense when the impact would be dilutive, or that the fully diluted share countexcludes the shares related to these instruments, but includes the associatedinterest expense. In the first quarterof 2016, the pre-tax interest expense associated with the Convertible SeniorNotes was expected to be $3.0 million while the post-tax interest expense wasexpected to be $2.6 million, and the associated weighted-average share countwas expected to be 16.3 million, all based on distributable earnings.