BGC Partners, Inc. (NASDAQ:BGCP) Files An 8-K Regulation FD Disclosure
ITEM7.01.
| REGULATION FD DISCLOSURE |
On March30, 2017, BGC Partners, Inc. (BGC Partners, BGC or the
Company) issued a press release announcing that BGC has updated
its consolidated outlook for the first quarter of 2017. A copy of
the press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated by reference herein.
In the press release, the Registrant uses non-GAAP financial
measures including, but not limited to, pre-tax distributable
earnings and post-tax distributable earnings, which are
supplemental measures of operating results that are used by
management to evaluate the financial performance of the Company
and its consolidated subsidiaries. BGC believes that
distributable earnings best reflect the operating earnings
generated by the Company on a consolidated basis and are the
earnings which management considers available for, among other
things, distribution to BGC Partners, Inc. and its common
stockholders, as well as to holders of BGC Holdings partnership
units during any period.
As compared with income (loss) from operations before income
taxes, and net income (loss) per fully diluted share, all
prepared in accordance with GAAP, distributable earnings
calculations primarily exclude certain non-cash compensation and
other expenses that generally do not involve the receipt or
outlay of cash by the Company and/or which do not dilute existing
stockholders, as described below. In addition, distributable
earnings calculations exclude certain gains and charges that
management believes do not best reflect the ordinary operating
results of BGC.
Adjustments Made to Calculate Pre-Tax Distributable
Earnings
Pre-tax distributable earnings are defined as GAAP income (loss)
from operations before income taxes and noncontrolling interest
in subsidiaries excluding items, such as:
|
Non-cash equity-based compensation charges related to limited partnership unit exchange or conversion. |
| Non-cash asset impairment charges, if any. |
|
Non-cash compensation charges for items granted or issued pre-merger with respect to certain mergers or acquisitions by BGC Partners, Inc. To date, these mergers have only included those with and into eSpeed, Inc. and the back-end merger with GFI Group Inc. |
Distributable earnings calculations also exclude certain unusual,
one-time or non-recurring items, if any. These charges are
excluded from distributable earnings because the Company views
excluding such charges as a better reflection of the ongoing,
ordinary operations of BGC.
In addition to the above items, allocations of net income to
founding/working partner and other limited partnership units are
excluded from calculations of pre-tax distributable earnings.
Such allocations represent the pro-rata portion of pre-tax
earnings available to such unit holders. These units are in the
fully diluted share count, and are exchangeable on a one-to-one
basis into common stock. As these units are exchanged into common
shares, unit holders become entitled to cash dividends rather
than cash distributions. The Company views such allocations as
intellectually similar to dividends on common shares. Because
dividends paid to common shares are not an expense under GAAP,
management believes similar allocations of income to unit holders
should also be excluded when calculating distributable earnings
performance measures.
BGCs definition of distributable earnings also excludes certain
gains and charges with respect to acquisitions, dispositions, or
resolutions of litigation. This includes the one-time gains
related to the Nasdaq and Trayport transactions. Management
believes that excluding such gains and charges also best reflects
the ongoing operating performance of BGC.
However, the payments associated with BGCs expected annual
receipt of Nasdaq stock and related mark-to-market gains or
losses are anticipated to be included in the Companys calculation
of distributable earnings for the following reasons:
| * |
Nasdaq is expected to pay BGC in an equal amount of stock on a regular basis for a 15 year period beginning in 2013 as part of that transaction; |
| * |
The Nasdaq earn-out largely replaced the largely recurring quarterly earnings BGC generated from eSpeed; and |
| * |
The Company intends to pay dividends and distributions to common stockholders and/or unit holders based on all other income related to the receipt of the earn-out. |
To make period-to-period comparisons more meaningful, one-quarter
of each annual Nasdaq contingent earn-out amount, as well as
gains or losses with respect to associated mark-to-market
movements and/or hedging, will be included in the Companys
calculation of distributable earnings each quarter as other
income.
The Company also treats gains or losses related to mark-to-market
movements and/or hedging with respect to any remaining ICE shares
in a consistent manner with the treatment of Nasdaq shares when
calculating distributable earnings.
Investors and analysts should note that, due to the large gain
recorded with respect to the Trayport sale in December, 2015, and
the closing of the back-end merger with GFI in January, 2016,
non-cash charges related to the amortization of intangibles with
respect to acquisitions are also excluded from the calculation of
pre-tax distributable earnings.
Adjustments Made to Calculate Post-Tax Distributable
Earnings
Since distributable earnings are calculated on a pre-tax basis,
management intends to also report post-tax distributable earnings
to fully diluted shareholders. Post-tax distributable earnings to
fully diluted shareholders are defined as pre-tax distributable
earnings, less noncontrolling interest in subsidiaries, and
reduced by the provision for taxes as described below.
The Companys calculation of the provision for taxes on an
annualized basis starts with GAAP income tax provision, adjusted
to reflect tax-deductible items. Management uses this non-GAAP
provision for taxes in part to help it to evaluate, among other
things, the overall performance of the business, make decisions
with respect to the Companys operations, and to determine the
amount of dividends paid to common shareholders.
The provision for taxes with respect to distributable earnings
includes additional tax-deductible items including limited
partnership unit exchange or conversion, employee loan
amortization, charitable contributions, and certain net-operating
loss carryforwards.
BGC incurs income tax expenses based on the location, legal
structure and jurisdictional taxing authorities of each of its
subsidiaries. Certain of the Companys entities are taxed as U.S.
partnerships and are subject to the Unincorporated Business Tax
(UBT) in New York City. Any U.S. federal and state income tax
liability or benefit related to the partnership income or loss,
with the exception of UBT, rests with the unit holders rather
than with the partnership entity. The Companys consolidated
financial statements include U.S. federal, state and local income
taxes on the Companys allocable share of the U.S. results of
operations. Outside of the U.S., BGC operates principally through
subsidiary corporations subject to local income taxes. For these
reasons, taxes for distributable earnings are presented to show
the tax provision the consolidated Company would expect to pay if
100 percent of earnings were taxed at global corporate rates.
Calculations of Pre-tax and Post-Tax Distributable
Earnings per Share
BGCs distributable earnings per share calculations assume either
that:
| * |
The fully diluted share count includes the shares related to any dilutive instruments, such as the Convertible Senior Notes, but excludes the associated interest expense, net of tax, when the impact would be dilutive; or |
| * |
The fully diluted share count excludes the shares related to these instruments, but includes the associated interest expense, net of tax. |
The share count for distributable earnings excludes shares
expected to be issued in future periods but not yet eligible to
receive dividends and/or distributions.
Each quarter, the dividend to BGCs common stockholders is
expected to be determined by the Companys Board of Directors with
reference to a number of factors, including post-tax
distributable earnings per fully diluted share. In addition to
the Companys quarterly dividend to common stockholders, BGC
Partners expects to pay a pro-rata distribution of net income to
BGC Holdings founding/working partner and other limited
partnership units, as well as to Cantor for its non-controlling
interest. The amount of this net income, and therefore of these
payments, is expected to be determined using the above definition
of pre-tax distributable earnings per share.
Other Matters with Respect to Distributable
Earnings
The term distributable earnings should not be considered in
isolation or as an alternative to GAAP net income (loss). The
Company views distributable earnings as a metric that is not
indicative of liquidity or the cash available to fund its
operations, but rather as a performance measure.
Pre- and post-tax distributable earnings are not intended to
replace the Companys presentation of GAAP financial results.
However, management believes that they help provide investors
with a clearer understanding of BGC Partners financial
performance and offer useful information to both management and
investors regarding certain financial and business trends related
to the Companys financial condition and results of operations.
Management believes that distributable earnings and the GAAP
measures of financial performance should be considered together.
BGC anticipates providing forward-looking quarterly guidance for
GAAP revenues and for certain distributable earnings measures
from time to time. However, the Company does not anticipate
providing a quarterly outlook for other GAAP results. This is
because certain GAAP items, which are excluded from distributable
earnings, are difficult to forecast with precision before the end
of each quarter. The Company therefore believes that it is not
possible to forecast quarterly GAAP results or to quantitatively
reconcile GAAP results to non-GAAP results with sufficient
precision unless BGC makes unreasonable efforts.
The items that are difficult to predict on a quarterly basis with
precision and which can have a material impact on the Companys
GAAP results include, but are not limited, to the following:
| * |
Allocations of net income and grants of exchangeability to limited partnership units and FPUs, which are determined at the discretion of management throughout and up to the period-end. |
| * |
The impact of certain marketable securities, as well as any gains or losses related to associated non-cash mark-to-market movements and/or hedging. These items are calculated using period-end closing prices. |
| * |
Non-cash asset impairment charges, which are calculated and analyzed based on the period-end values of the underlying assets. These amounts may not be known until after period-end. |
| * |
Acquisitions, dispositions and/or resolutions of litigation which are fluid and unpredictable in nature. |
For more information on this topic, please see certain tables in
the most recent BGC financial results press release including
Reconciliation of GAAP Income (Loss) to Distributable Earnings.
These tables provide summary reconciliations between pre- and
post-tax distributable earnings and the corresponding GAAP
measures for the Company.
Discussion of Forward-Looking Statements About BGC
Partners
Statements in the attached press release regarding BGCs
businesses that are not historical facts are forward-looking
statements that involve risks and uncertainties. Except as
required by law, BGC undertakes no obligation to update any
forward-looking statements. For a discussion of additional risks
and uncertainties, which could cause actual results to differ
from those contained in the forward-looking statements, see BGCs
Securities and Exchange Commission filings, including, but not
limited to, the risk factors set forth in the most recent Form
10-K and any updates to such risk factors contained in subsequent
Forms 10-Q or Forms 8-K.
| ITEM9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
|
Exhibit No. |
Description |
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| 99.1 | BGC Partners, Inc. press release dated March30, 2017 |
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| BGC PARTNERS, INC. | ||||||||
| Date: March30, 2017 | By: | /s/ Howard W. Lutnick | ||||||
| Name: Howard W. Lutnick |
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About BGC Partners, Inc. (NASDAQ:BGCP)
BGC Partners, Inc. (BGC) is a global brokerage company servicing the financial and real estate markets. The Company operates through two segments: Financial Services and Real Estate Services. The Company provides a range of services, including trade execution, broker-dealer services, clearing, processing, information, and other back-office services to a range of financial and non-financial institutions. Its 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 various markets, electronic brokerage services in connection with transactions executed either over-the-counter or through an exchange. Through the Company’s FENICS, BGC Trader, BGC Market Data and Capitalab brands, it offers electronic brokerage, financial technology solutions, market data, post-trade services, and analytics related to select financial instruments and markets. BGC Partners, Inc. (NASDAQ:BGCP) Recent Trading Information
BGC Partners, Inc. (NASDAQ:BGCP) closed its last trading session 00.00 at 10.84 with 1,271,829 shares trading hands.