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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, 2023
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Numbers: 001-35591
_________________________________________________
BGC Group, Inc.
(Exact name of registrant as specified in its charter)
_________________________________________________
Delaware86-3748217
(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 classTrading
Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.01 par valueBGCThe 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 7, 2023, the registrant had 386,790,893 shares of Class A common stock, $0.01 par value, and 109,452,953 shares of Class B common stock, $0.01 par value, outstanding.

Table of Contents
BGC GROUP, INC.
TABLE OF CONTENTS
Page
Condensed Consolidated Statements of Operations—For the Three and Nine Months Ended September 30, 2023 and September 30, 2022
Condensed Consolidated Statements of Comprehensive Income (Loss)—For the Three and Nine Months Ended September 30, 2023 and September 30, 2022
Condensed Consolidated Statements of Cash Flows—For the Nine Months Ended September 30, 2023 and September 30, 2022
Condensed Consolidated Statements of Changes in Equity—For the Three and Nine Months Ended September 30, 2023 and September 30, 2022


Except as otherwise indicated or the context otherwise requires, as used herein, the terms “BGC,” the “Company,” “we,” “our,” and “us” refer to: (i) following the closing of the Corporate Conversion, effective July 1, 2023, BGC Group and its consolidated subsidiaries, including BGC Partners; and (ii) prior to the effective time of the Corporate Conversion, BGC Partners and its consolidated subsidiaries. See Note 1—“Organization and Basis of Presentation” to the unaudited Condensed Consolidated Financial Statements herein for more information regarding the Corporate Conversion, and refer to the “Glossary of Terms, Abbreviations and Acronyms” for the definitions of terms used above and throughout the remainder of this Quarterly Report on Form 10-Q.

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:
TERMDEFINITION
2019 S-4 Registration Statement
On September 13, 2019, BGC filed a registration statement on Form S-4 with respect to the offer and sale of up to 20.0 million shares of BGC Class A common stock in connection with business combination transactions, including acquisition of other businesses, assets, properties or securities
2023 Deed of Amendment
On July 12, 2023, Mr. Windeatt executed a Deed of Amendment amending his existing Deed of Adherence with the U.K. Partnership regarding his employment
Adjusted EarningsA 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
ADVAverage daily volume
AlgomiAlgomi Limited, a wholly owned subsidiary of the Company, acquired on March 6, 2020
APIApplication Programming Interface
April 2008 distribution rights sharesCantor’s deferred stock distribution rights provided to current and former Cantor partners on April 1, 2008
AquaAqua 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
ASCAccounting Standards Codification
ASUAccounting Standards Update
Audit CommitteeAudit Committee of the Board
August 2022 Sales AgreementCEO 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
BessoBesso 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
(i) Following the closing of the Corporate Conversion, BGC Group and, where applicable, its consolidated subsidiaries, including BGC Partners, and (ii) prior to the closing of the Corporate Conversion, BGC Partners and, where applicable, its consolidated subsidiaries
BGC or our Class A common stockBGC Class A common stock, par value $0.01 per share
BGC or our Class B common stockBGC Class B common stock, par value $0.01 per share
BGC Credit Agreement
Agreement between BGC Partners and Cantor, dated March 19, 2018, and assumed by BGC Group on October 6, 2023, 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 Entity GroupBGC Partners, BGC Holdings, BGC U.S. OpCo and their respective subsidiaries (other than, prior to the Spin-Off, the Newmark Group), collectively, and in each case as such entities existed prior to the Corporate Conversion
BGC Global OpCo
BGC Global Holdings, L.P., an operating partnership, which holds the non-U.S. businesses of BGC and which is indirectly wholly owned, following the closing of the Corporate Conversion, by BGC Group
BGC GroupBGC Group, Inc., and where applicable its consolidated subsidiaries
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TERMDEFINITION
BGC Group 3.750% Senior Notes
$255.5 million principal amount of 3.750% senior notes maturing on October 1, 2024 and issued on October 6, 2023
BGC Group 4.375% Senior Notes
$288.2 million principal amount of 4.375% senior notes maturing on December 15, 2025 and issued on October 6, 2023
BGC Group 8.000% Senior Notes
$347.2 million principal amount of 8.000% senior notes maturing on May 25, 2028 and issued on October 6, 2023
BGC Group Equity Plan
Eighth Amended and Restated BGC Partners Long Term Incentive Plan, as amended and restated and renamed the “BGC Group, Inc. Long Term Incentive Plan” and assumed by BGC Group in connection with the Corporate Conversion
BGC Group Incentive PlanSecond Amended and Restated BGC Partners Incentive Bonus Compensation Plan, as amended and restated and renamed the “BGC Group, Inc. Incentive Bonus Compensation Plan” and assumed by BGC Group in connection with the Corporate Conversion
BGC HoldingsBGC Holdings, L.P., an entity which, prior to the Corporate Conversion, was owned by Cantor, Founding Partners, BGC employee partners and, after the Separation, Newmark employee partners
BGC Holdings DistributionPro-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 OpCosBGC U.S. OpCo and BGC Global OpCo, collectively
BGC PartnersBGC Partners, Inc. and, where applicable, its consolidated subsidiaries
BGC Partners 3.750% Senior Notes
$300.0 million principal amount of 3.750% senior notes maturing on October 1, 2024 and issued on September 27, 2019. Following the Exchange Offer on October 6, 2023 $44.5 million aggregate principal amount of the BGC Partners 3.750% Senior Notes remain outstanding
BGC Partners 4.375% Senior Notes
$300.0 million principal amount of 4.375% senior notes maturing on December 15, 2025 and issued on July 10, 2020. Following the Exchange Offer on October 6, 2023 $11.8 million aggregate principal amount of the BGC Partners 4.375% Senior Notes remain outstanding
BGC Partners 5.375% Senior Notes
$450.0 million principal amount of 5.375% senior notes which matured on July 24, 2023 and were issued on July 24, 2018
BGC Partners 8.000% Senior Notes
$350.0 million principal amount of 8.000% senior notes maturing on May 25, 2028 and issued on May 25, 2023. Following the Exchange Offer on October 6, 2023 $2.8 million aggregate principal amount of the BGC Partners 8.000% Senior Notes remain outstanding
BGC Partners Equity PlanEighth Amended and Restated Long Term Incentive Plan, approved by BGC Partners’ stockholders at the annual meeting of stockholders on November 22, 2021
BGC Partners Incentive PlanBGC Partners’ Second Amended and Restated Incentive Bonus Compensation Plan, approved by BGC Partners’ stockholders at the annual meeting of stockholders on June 6, 2017
BGC Partners Notes
BGC Partners 3.750% Senior Notes, BGC Partners 4.375% Senior Notes, BGC Partners 5.375% Senior Notes and BGC Partners 8.000% Senior Notes issued by BGC Partners
BGC U.S. OpCo
BGC Partners, L.P., an operating partnership, which holds the U.S. businesses of BGC and which is indirectly wholly owned, following the closing of the Corporate Conversion, by BGC Group
BoardBoard of Directors of the Company
BrexitExit of the U.K. from the EU
CantorCantor Fitzgerald, L.P. and, where applicable, its consolidated subsidiaries
Cantor groupCantor and its subsidiaries other than BGC, including Newmark
Cantor unitsLimited partnership interests, prior to the Corporate Conversion, of BGC Holdings, held by the Cantor group, which BGC Holdings units were exchangeable into shares of BGC Class A common stock or BGC Class B common stock, as applicable
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TERMDEFINITION
CCRECantor Commercial Real Estate Company, L.P.
CECLCurrent Expected Credit Losses
CEO ProgramControlled equity offering program
CF&CoCantor Fitzgerald & Co., a wholly owned broker-dealer subsidiary of Cantor
CFGMCF Group Management, Inc., the general partner of Cantor
CFTCCommodity Futures Trading Commission
Charity DayBGC’s annual event held on September 11th where employees of the Company raise proceeds for charity
Class B IssuanceIssuance by BGC Partners 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
CLOBCentral Limit Order Book
CMECME Group Inc., is a leading derivatives marketplace, made up of four exchanges: CME, CBOT, NYMEX and COMEX
Company
Refers to (i) from after the effective time of the Corporate Conversion, BGC Group and its consolidated subsidiaries, including BGC Partners; and (ii) prior to the effective time of the Corporate Conversion, BGC Partners and its consolidated subsidiaries
Company Debt Securities
The BGC Group 5.375% Senior Notes, BGC Group 3.750% Senior Notes, BGC Group 4.375% Senior Notes, BGC Group 8.000% Senior Notes, the BGC Partners Notes and any future debt securities issued by the Company or its subsidiaries
Company Equity SecuritiesBGC Group stock or other equity securities
Compensation CommitteeCompensation Committee of the Board
Contribution RatioEqual to a BGC Holdings limited partnership interest multiplied by one, divided by 2.2 (or 0.4545)
Corporate ConversionA series of mergers and related transactions pursuant to which, effective at 12:02 AM Eastern Time on July 1, 2023, BGC Partners and BGC Holdings became wholly owned subsidiaries of BGC Group, transforming the organizational structure of the BGC businesses from an “Up-C” structure to a simplified “Full C-Corporation” structure
Corporate Conversion AgreementThe Corporate Conversion Agreement entered into on November 15, 2022, and as amended on March 29, 2023, by and among BGC Partners, BGC Holdings, BGC Group, Inc. and other affiliated entities, and, solely for the purposes of certain provisions therein, Cantor, that provides for the Corporate Conversion of the BGC businesses
Corporate Conversion TransactionsThe Corporation Conversion Transactions refers to the series of mergers described in the Corporate Conversion Agreement and related transactions
Corporate Conversion MergersThe Holdings Reorganization Merger, the Corporate Merger, and the Holdings Merger, collectively
Corporate Merger
The merger of Merger Sub 1 with and into BGC Partners on July 1, 2023
COVID-19Coronavirus Disease 2019
CRDCapital Requirements Directive
Credit Facility
A $150.0 million credit facility between BGC Group and an affiliate of Cantor entered into on April 21, 2017, which was terminated on March 19, 2018
DCMDesignated Contract Market
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TERMDEFINITION
DCODerivatives Clearing Organization
Deed
Mr. Windeatt’s Deed of Adherence, as amended, with the U.K. Partnership regarding the terms of employment
Distribution DateNovember 30, 2018, the date that BGC Partners and BGC Holdings completed the Spin-Off and the BGC Holdings Distribution, respectively
Dodd-Frank ActDodd-Frank Wall Street Reform and Consumer Protection Act
DRIPDividend Reinvestment and Stock Purchase Plan
DRIP Registration Statement
Registration statement on Form S-3 with respect to the offer and sale of up to 10.0 million shares of BGC Class A common stock under the DRIP
ECBEuropean Central Bank
EMIREuropean Market Infrastructure Regulation
EPSEarnings Per Share
ESGEnvironmental, social and governance, including sustainability or similar items
eSpeedVarious 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
ETREffective Tax Rate
EUEuropean Union
Exchange ActSecurities Exchange Act of 1934, as amended
Exchange AgreementA letter agreement by and between BGC Partners, Cantor and CFGM, dated June 5, 2015, that, prior to the Corporate Conversion, granted 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, and which agreement was terminated in connection with the Corporate Conversion
Exchange Offer
Consent solicitations and offers to exchange the BGC Partners 3.750% Senior Notes, BGC Partners 4.375% Senior Notes and BGC Partners 8.000% Senior Notes issued by BGC Partners for the BGC Group 3.750% Senior Notes, BGC Group 4.375% Senior Notes and BGC Group 8.000% Senior Notes issued by BGC Group, in each case with substantially similar terms to the corresponding series of BGC Partners Notes
Exchange RatioRatio by which a Newmark Holdings limited partnership interest can be exchanged for shares of Newmark Class A or Class B common stock
FASBFinancial Accounting Standards Board
FCAFinancial Conduct Authority of the U.K.
FCMFutures Commission Merchant
FDICFederal Deposit Insurance Corporation
February 2012 distribution rights sharesCantor’s deferred stock distribution rights provided to current and former Cantor partners on February 14, 2012
FenicsBGC’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
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TERMDEFINITION
Fenics Growth PlatformsConsists 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 MarketsConsists of the Fully Electronic portions of BGC’s brokerage businesses, data, network and post-trade revenues that are unrelated to Fenics Growth Platforms, as well as Fenics Integrated revenues
FINRAFinancial Industry Regulatory Authority
FMXBGC’s combined U.S. Treasury and Futures electronic marketplace
Founding PartnersIndividuals 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 PartnersHolders of FPUs
FPUsFounding/Working Partners units, in BGC Holdings, prior to the Corporate Conversion, or Newmark Holdings, generally redeemed upon termination of employment
FreedomFreedom International Brokerage Company, a 45%-owned equity method investment of the Company
Fully ElectronicBroking transactions intermediated on a solely electronic basis rather than by Voice or Hybrid broking
Futures Exchange Group
A wholly owned subsidiary made up of the following entities: CFLP CX Futures Exchange Holdings, LLC, CFLP CX Futures Exchange Holdings, L.P., CX Futures Exchange Holdings, LLC, CX Clearinghouse Holdings, LLC, FMX Futures Exchange, L.P. and CX Clearinghouse, L.P.
FXForeign exchange
GDPRGeneral Data Protection Regulation
GFIGFI Group Inc., a wholly owned subsidiary of the Company, acquired on January 12, 2016
GILTIGlobal Intangible Low-Taxed Income
GUIGraphical User Interface
HDUsLPUs with capital accounts, which are liability awards recorded in “Accrued compensation” in the Company’s Consolidated Statements of Financial Condition
Holdings MergerThe merger of Merger Sub 2 with and into Holdings Merger Sub
Holdings Reorganization MergerThe reorganization of BGC Holdings from a Delaware limited partnership into a Delaware limited liability company through a merger with and into Holdings Merger Sub
Holdings Merger Sub
BGC Holdings Merger Sub, LLC, a Delaware limited liability company, wholly owned subsidiary of the Company, and successor to BGC Holdings
HybridBroking transactions executed by brokers and involving some element of Voice broking and electronic trading
ICAPICAP plc, a part of TP ICAP group, and a leading markets operator and provider of execution and information services
ICEIntercontinental Exchange
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TERMDEFINITION
Insurance brokerage businessThe 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
IR ActInflation Reduction Act of 2022
July 2023 distribution shares
On July 2, 2023 Cantor distributed an aggregate of 15.8 million shares of BGC Class B common stock in satisfaction of its remaining deferred share distribution obligations pursuant to the April 2008 distribution rights shares and the February 2012 distribution rights shares.
July 2023 Sales AgreementCEO Program sales agreement, by and between the Company and CF&Co, dated July 3, 2023, 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

LCHLondon Clearing House
Legacy BGC Holdings UnitsBGC Holdings LPUs outstanding immediately prior to the Separation
Legacy Newmark Holdings UnitsNewmark Holdings LPUs issued in connection with the Separation
LIBORLondon Interbank Offering Rate
LPA Amendment
On March 10, 2023, BGC Holdings entered into the Second Amendment to the Second Amended and Restated BGC Holdings Limited Partnership Agreement which revised certain restrictive covenants pertaining to the “Partner Obligations” and “Competitive Activity”
LPUsCertain limited partnership units, of BGC Holdings prior to the Corporate Conversion, or Newmark Holdings, held by certain employees of BGC and Newmark and other persons who have provided services to BGC 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 Newmark Holdings
LuceraA wholly owned subsidiary of the Company, also known as “LFI Holdings, LLC” or “LFI,” which is a software defined network offering the trading community direct connectivity
March 2018 Form S-3CEO Program shelf Registration Statement on Form S-3 filed on March 9, 2018
March 2018 Sales AgreementCEO Program sales agreement, by and between BGC Partners and CF&Co, dated March 9, 2018, pursuant to which BGC Partners 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
March 2021 Form S-3 CEO Program shelf Registration Statement on Form S-3 filed on March 8, 2021
Merger Sub 1BGC Partners II, Inc., a Delaware corporation and wholly owned subsidiary of BGC Group
Merger Sub 2
BGC Partners II, LLC, a Delaware limited liability company and wholly owned subsidiary of BGC Group
MiFID IIMarkets 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 BrokersA wholly owned subsidiary of the Company, acquired on August 19, 2010, registered as an FCM with both the CFTC and the NFA
NasdaqNasdaq, Inc., formerly known as NASDAQ OMX Group, Inc.
NDFNon-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
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TERMDEFINITION
Newmark Class A common stockNewmark Class A common stock, par value $0.01 per share
Newmark Class B common stockNewmark Class B common stock, par value $0.01 per share
Newmark GroupNewmark, Newmark Holdings, and Newmark OpCo and their respective consolidated subsidiaries, collectively
Newmark HoldingsNewmark Holdings, L.P.
Newmark IPOInitial 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
Newmark OpCoNewmark 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 and acquired by CME Group in November 2018
NFANational Futures Association
Non-GAAPA 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 UnitsNon-distributing partnership units, of BGC Holdings, prior to the Corporate Conversion, 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
OCIOther 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
OTCOver-the-Counter
OTFOrganized Trading Facility, a regulated execution venue category introduced by MiFID II
PCD assetsPurchased financial assets with deterioration in credit quality since origination
Period Cost MethodTreatment of taxes associated with the GILTI provision as a current period expense when incurred rather than recording deferred taxes for basis differences
Poten & PartnersPoten & Partners Group, Inc., a wholly owned subsidiary of the Company, acquired on November 15, 2018
Preferred Distribution
Allocation of net profits of BGC Holdings (prior to the Corporate Conversion) 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 Return
The lesser of the two-year treasury bond rate or 2.75% annually, as calculated on the determination amount applicable to certain RSU Tax Account awards, which may be adjusted or otherwise determined by management from time to time
Preferred UnitsPreferred partnership units, of BGC Holdings prior to the Corporate Conversion, 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
Record DateClose of business on November 23, 2018, in connection with the Spin-Off
Repurchase AgreementsSecurities sold under agreements to repurchase that are recorded at contractual amounts, including interest, and accounted for as collateralized financing transactions
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TERMDEFINITION
Reverse Repurchase AgreementsAgreements to resell securities, with such securities recorded at the contractual amount, including accrued interest, for which the securities will be resold, and accounted for as collateralized financing transactions
Revolving Credit Agreement
BGC Group’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 originally provided 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. On October 6, 2023, the Revolving Credit Agreement was amended to exclude the BGC Partners Notes from the restrictive covenant in the Revolving Credit Agreement limiting the indebtedness of subsidiaries, and BGC Group assumed all rights and obligations of BGC Partners under the Revolving Credit Agreement and became the borrower thereunder
ROURight-of-Use
RSUsBGC or Newmark 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 or Newmark and other persons who have provided services to BGC or Newmark, or issued in connection with certain acquisitions
RSU Tax Account
RSU Tax Accounts were issued by BGC in connection with the Corporate Conversion in the place of certain non-exchangeable Preferred Units. The RSU Tax Accounts are settled for cash, rather than vesting into shares of Class A common stock, may be entitled to a Preferred Return, and are not included in BGC’s fully diluted share count. The RSU Tax Accounts were issued in connection with RSUs and are to cover any withholding taxes to be paid when the RSUs vest into shares of BGC Class A common stock
Russia’s Invasion of UkraineRussia’s invasion of Ukraine, which led to imposed sanctions by the U.S., U.K., EU, and other countries on Russian counterparties
SaaSSoftware as a Service
SBSEFSecurity-based Swap Execution Facility
SECU.S. Securities and Exchange Commission
Securities ActSecurities Act of 1933, as amended
SEFSwap Execution Facility
SeparationPrincipal corporate transactions pursuant to the Separation and Distribution Agreement, by which BGC Partners, 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 Entity 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 AgreementSeparation and Distribution Agreement, by and among the BGC Entity 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
SOFRSecured Overnight Financing Rate
SPAC
Special Purpose Acquisition Company
SPAC Investment Banking Activities
Aurel’s investment banking activities with respect to SPACs
Spin-OffPro-rata distribution, pursuant to the Separation and Distribution Agreement, by BGC Partners 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
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TERMDEFINITION
Tax ActTax Cuts and Jobs Act enacted on December 22, 2017
TDRsTroubled Debt Restructurings
The Ardonagh GroupThe 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 BridgeTower Bridge International Services L.P., a subsidiary of the Company, which is 52%-owned by the Company and 48%-owned by Cantor
TP ICAPTP ICAP plc, an entity formed in December 2016, formerly known as Tullett
Tradition
Compagnie Financière Tradition SA, a Swiss based inter-dealer broker
TridentTrident Brokerage Service LLC, a wholly owned subsidiary of the Company, acquired on February 28, 2023
TullettTullett 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.K. Partnership
BGC Services (Holdings) LLP, a wholly owned subsidiary
U.S. GAAP or GAAPGenerally Accepted Accounting Principles in the United States of America
UBTUnincorporated Business Tax
VIEVariable Interest Entity
VoiceVoice-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 contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. 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, including those resulting from Russia’s Invasion of Ukraine, the ongoing conflict in the Middle East, downgrades of U.S. Treasuries, rising global interest rates, inflation and the Federal Reserve’s responses thereto, including increasing interest rates, fluctuations in the U.S. dollar, liquidity concerns regarding and changes in capital requirements for banking and financial institutions, changes in the U.S. and global economies and financial markets, 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 consumer and corporate clients and customers;
•market conditions, including rising interest rates, fluctuations in the U.S. dollar, trading volume, turmoil across regional banks and certain global investment banks, currency fluctuations and volatility in the demand for the products and services we provide, possible disruptions in trading, potential deterioration of equity and debt capital markets and cryptocurrency markets, the impact of significant changes in interest rates generally and on 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, rising interest rates, fluctuations in the 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, the timing and impact of any actual or future changes to our structure, including the Corporate Conversion, any related transactions, conflicts of interest or litigation, including with respect to executive compensation matters, any impact of Cantor’s results on our credit ratings and associated outlooks, any loans to or from us or Cantor, 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 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 potential dilution, taxes, costs, and other impacts;
•the rebranding of our current businesses or risks related to any potential dispositions of all or any portion of our existing or acquired businesses;
•market volatility as a result of the effects of rising interest rates, fluctuations in the U.S. dollar, global inflation rates, changes in sovereign credit ratings, potential economic downturns, including recessions, and similar effects, which may not be predictable in future periods;
•the ongoing impact of the COVID-19 pandemic, the combined impact of the flu, other seasonal illnesses and other world or regional health crises, governmental and public reactions thereto, and the impact of a return to office for our employees, hiring and operations;
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•economic or geopolitical conditions or uncertainties, the actions of governments or central banks, including 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, 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 developments, 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 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;
•our dependence upon our key employees, our ability to build out successful succession plans, the impact of absence due to illness or leave of certain key executive officers or employees and our ability to attract, retain, motivate and integrate new employees, as well as the competing demands on the time of certain of our executive officers who also provide services to Cantor, Newmark and various other ventures and investments sponsored by Cantor and the impact of post termination covenants on awards previously granted to key employees and future awards or otherwise on our employment arrangements;
•the effect on our businesses and revenues of changes in interest rates and changes in benchmarks, the fluctuating 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 changing 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, the timing of regulatory approvals, 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, and 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, indemnification obligations, assumed liabilities, reduced cash flows from operations, increased leverage, reduced availability under our credit agreements, and the need for short- or long-term borrowings, including from Cantor, our ability to refinance our indebtedness on acceptable rates, 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 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, 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, to incorporate artificial intelligence into our products and efforts by our competitors to do the same, 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, the impact of amendments and/or terminations of strategic arrangements, 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 and maintain access to the intellectual property of others for Hybrid and Fully Electronic trade execution in our product and service offerings, and otherwise;
•our ability to effectively manage any growth that may be achieved, including outside the U.S., 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, 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 the timing and amounts of any future dividends, including our ability to meet expectations with respect to payments of dividends and repurchases of shares of our Class A common stock, or other equity interests in us or any of our other subsidiaries, 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 of 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 or other equity interests in us or in our subsidiaries, our payment of dividends on our Class A common stock, convertible arbitrage, hedging, and other transactions engaged in by us or holders of our outstanding shares, Company Debt Securities or other securities, share sales and stock pledges, 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, corporate restructurings, acquisitions, conversions of shares of our Class B common stock and our other convertible securities into shares of our Class A common stock, and distributions of our Class A common stock by Cantor to its partners.
The foregoing risks and uncertainties, as well as those risks and uncertainties set forth in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2022, 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.bgcg.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 GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands, except per share data)
(unaudited)
September 30, 2023December 31, 2022
Assets
Cash and cash equivalents$559,587 $484,989 
Cash segregated under regulatory requirements16,407 17,021 
Financial instruments owned, at fair value45,453 39,319 
Receivables from broker-dealers, clearing organizations, customers and related broker-dealers1,175,253 559,680 
Accrued commissions and other receivables, net320,521 288,471 
Loans, forgivable loans and other receivables from employees and partners, net348,484 319,612 
Fixed assets, net176,399 183,478 
Investments35,718 38,575 
Goodwill500,797 486,585 
Other intangible assets, net196,532 192,783 
Receivables from related parties6,083 1,444 
Other assets477,024 463,014 
Total assets$3,858,258 $3,074,971 
Liabilities, Redeemable Partnership Interest, and Equity
Short-term borrowings$— $1,917 
Accrued compensation174,476 176,781 
Payables to broker-dealers, clearing organizations, customers and related broker-dealers1,002,912 404,675 
Payables to related parties14,574 10,550 
Accounts payable, accrued and other liabilities627,194 683,104 
Notes payable and other borrowings1,183,443 1,049,217 
Total liabilities3,002,599 2,326,244 
Commitments, contingencies and guarantees (Note 19)
Redeemable partnership interest— 15,519 
Equity
Stockholders’ equity:
Class A common stock, par value $0.01 per share; 1,500,000 and 750,000 shares authorized at September 30, 2023 and December 31, 2022, respectively; 397,201 and 471,934 shares issued at September 30, 2023 and December 31, 2022, respectively; and 389,868 and 325,858 shares outstanding at September 30, 2023 and December 31, 2022, respectively
3,972 4,719 
Class B common stock, par value $0.01 per share; 300,000 and 150,000 shares authorized at September 30, 2023 and December 31, 2022, respectively; 109,453 and 45,884 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively, convertible into Class A common stock
1,095 459 
Additional paid-in capital2,059,436 2,559,418 
Treasury stock, at cost: 7,333 and 146,076 shares of Class A common stock at September 30, 2023 and December 31, 2022, respectively
(40,335)(711,454)
Retained deficit(1,134,204)(1,138,066)
Accumulated other comprehensive income (loss)(45,819)(45,431)
Total stockholders’ equity844,145 669,645 
Noncontrolling interest in subsidiaries11,514 63,563 
Total equity855,659 733,208 
Total liabilities, redeemable partnership interest, and equity$3,858,258 $3,074,971 
The accompanying Notes to the unaudited Condensed Consolidated Financial Statements are an integral part of these financial statements.
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BGC GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Revenues:
Commissions$350,305 $299,430 $1,076,313 $965,636 
Principal transactions84,725 79,568 294,537 283,338 
Fees from related parties3,723 3,896 11,742 10,838 
Data, network and post-trade27,797 23,808 81,919 71,326 
Interest and dividend income10,150 4,110 28,836 15,506 
Other revenues5,994 5,755 15,294 12,143 
Total revenues482,694 416,567 1,508,641 1,358,787 
Expenses:
Compensation and employee benefits233,087 202,353 743,688 671,494 
Equity-based compensation and allocations of net income to limited partnership units and FPUs69,268 57,730 277,285 161,739 
Total compensation and employee benefits302,355 260,083 1,020,973 833,233 
Occupancy and equipment40,028 38,710 121,681 117,294 
Fees to related parties7,046 6,551 23,477 18,285 
Professional and consulting fees13,734 15,048 44,254 44,489 
Communications29,222 26,802 84,974 81,859 
Selling and promotion14,939 11,373 44,875 34,754 
Commissions and floor brokerage14,755 13,104 46,181 44,686 
Interest expense20,780 14,499 56,436 43,144 
Other expenses22,030 19,951 47,759 60,736 
Total expenses464,889 406,121 1,490,610 1,278,480 
Other income (losses), net:
Gains (losses) on divestitures and sale of investments— (183)— (183)
Gains (losses) on equity method investments2,094 3,230 6,568 8,762 
Other income (loss)3,967 5,545 1,221 6,958 
Total other income (losses), net6,061 8,592 7,789 15,537 
Income (loss) from operations before income taxes23,866 19,038 25,820 95,844 
Provision (benefit) for income taxes5,314 10,813 8,308 40,575 
Consolidated net income (loss)$18,552 $8,225 $17,512 $55,269 
Less: Net income (loss) attributable to noncontrolling interest in subsidiaries1,506 2,463 1,192 8,773 
Net income (loss) available to common stockholders$17,046 $5,762 $16,320 $46,496 
Per share data (Note 6):
Basic earnings (loss) per share
Net income (loss) attributable to common stockholders$15,974 $5,762 $15,248 $46,496 
Basic earnings (loss) per share$0.03 $0.02 $0.04 $0.13 
Basic weighted-average shares of common stock outstanding468,544 371,108 412,178 371,692 
Fully diluted earnings (loss) per share
Net income (loss) for fully diluted shares$15,989 $7,370 $15,107 $60,718 
Fully diluted earnings (loss) per share$0.03 $0.01 $0.03 $0.12 
Fully diluted weighted-average shares of common stock outstanding477,545 496,985 494,545 501,958 
The accompanying Notes to the unaudited Condensed Consolidated Financial Statements
are an integral part of these financial statements.
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BGC GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Consolidated net income (loss)$18,552 $8,225 $17,512 $55,269 
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments(4,854)(7,744)129 (14,763)
Comprehensive income (loss)13,698 481 17,641 40,506 
Less: Comprehensive income (loss) attributable to noncontrolling interest in subsidiaries, net of tax1,343 1,346 1,709 6,545 
Comprehensive income (loss) attributable to common stockholders$12,355 $(865)$15,932 $33,961 
The accompanying Notes to the unaudited Condensed Consolidated Financial Statements
are an integral part of these financial statements.
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BGC GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Nine Months Ended September 30,
20232022
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income (loss)$17,512 $55,269 
Adjustments to reconcile consolidated net income (loss) to net cash provided by (used in) operating activities:
Fixed asset depreciation and intangible asset amortization60,117 55,786 
Employee loan amortization and reserves on employee loans35,645 35,083 
Equity-based compensation and allocations of net income to limited partnership units and FPUs277,285 161,739 
Deferred compensation expense38 75 
Losses (gains) on equity method investments(6,568)(8,762)
Unrealized/realized losses (gains) on financial instruments owned, at fair value and other investments914 1,434 
Amortization of discount (premium) on notes payable2,708 2,099 
Impairment of fixed assets, intangible assets and investments3,013 5,568 
Deferred tax provision (benefit)(22,678)2,025 
Change in estimated acquisition earn-out payables723 (516)
Forfeitures of Class A common stock(796)(188)
Other— (1,914)
Consolidated net income (loss), adjusted for non-cash and non-operating items367,913 307,698 
Decrease (increase) in operating assets:
Financial instruments owned, at fair value(5,562)2,976 
Receivables from broker-dealers, clearing organizations, customers and related broker-dealers(614,776)(1,416,538)
Accrued commissions receivable, net(26,848)(4,081)
Loans, forgivable loans and other receivables from employees and partners, net(47,525)(51,719)
Receivables from related parties(4,570)(1,522)
Other assets6,348 (10,829)
Increase (decrease) in operating liabilities:
Repurchase agreements— 1,013 
Accrued compensation(6,902)(23,341)
Payables to broker-dealers, clearing organizations, customers and related broker-dealers597,329 1,355,361 
Payables to related parties9,243 24,689 
Accounts payable, accrued and other liabilities(42,949)(51,770)
Net cash provided by (used in) operating activities$231,701 $131,937 
The accompanying Notes to the unaudited Condensed Consolidated Financial Statements
are an integral part of these financial statements.
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BGC GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)
(in thousands)
(unaudited)
Nine Months Ended September 30,
20232022
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets$(9,101)$(6,434)
Capitalization of software development costs(33,946)(35,075)
Purchase of equity method investments— (588)
Proceeds from equity method investments9,467 6,118 
Payments for acquisitions, net of cash and restricted cash acquired(26,502)— 
Purchase of assets(399)(445)
Net cash provided by (used in) investing activities$(60,481)$(36,424)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt and collateralized borrowings$(623,251)$(4,779)
Issuance of long-term debt and collateralized borrowings, net of deferred issuance costs755,212 (45)
Earnings distributions to limited partnership interests and other noncontrolling interests(19,041)(25,244)
Redemption and repurchase of equity awards
(102,494)(46,310)
Dividends to stockholders(12,267)(11,143)
Repurchase of Class A common stock(86,537)(79,295)
Proceeds from sale of Cantor Units in BGC Holdings11,539 947 
Short term borrowings, net of repayments(1,917)— 
Payments on acquisition earn-outs(18,703)(4,384)
Net cash provided by (used in) financing activities$(97,459)$(170,253)
Effect of exchange rate changes on Cash and cash equivalents and Cash segregated under regulatory requirements223 (6,198)
Net increase (decrease) in Cash and cash equivalents, and
Cash segregated under regulatory requirements
73,984 (80,938)
Cash and cash equivalents and Cash segregated under
regulatory requirements at beginning of period
502,010 566,799 
Cash and cash equivalents and Cash segregated under regulatory requirements at end of period$575,994 $485,861 
Supplemental cash information:
Cash paid during the period for taxes$47,449 $32,267 
Cash paid during the period for interest47,791 39,864 
Supplemental non-cash information:
Issuance of Class A common stock upon exchange of limited partnership interests$45,868 $34,480 
Issuance of Class A and contingent Class A common stock and limited partnership interests for acquisitions7,275 2,710 
ROU assets and liabilities27,075 16,494 
The accompanying Notes to the unaudited Condensed Consolidated Financial Statements
are an integral part of these financial statements.
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BGC GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Three Months Ended September 30, 2023
(in thousands, except share and per share amounts)
(unaudited)
BGC Group, Inc. StockholdersNoncontrolling
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, 2023
$5,086 $459 $2,667,812 $(753,331)$(1,146,350)$(41,128)$86,599 $819,147 
Consolidated net income (loss)— — — — 17,046 — 1,506 18,552 
Other comprehensive income (loss), net of tax— — — — (4,691)(163)(4,854)
Equity-based compensation, 6,490,733 shares
55 60,191 10 — — — 60,256 
Dividends to common stockholders and participating RSU holders
— — — — (4,900)— — (4,900)
Issuance of Class A common stock (net of costs), 55,348 shares
— — 170 — — — — 170 
Repurchase of Class A common stock, 8,086,750 shares
— — — (40,345)— — — (40,345)
Contributions of capital to and from Cantor for equity-based compensation— — 1,931 — — — — 1,931 
Issuance of Class A common stock and RSUs for acquisitions, 413,884 shares
4 — 4,510 — — — — 4,514 
Cantor units converted into shares of BGC Group Class B common stock due to the Corporate Conversion, 63,974,374 shares
— 640 75,788 — — — (76,428)— 
Restricted stock awards granted upon conversion of limited partnership interests due to the Corporate Conversion, 38,610,233 shares
386 — (386)— — — — — 
Conversion of Class B Common Stock to Class A Common Stock, 405,801 shares
4 (4)— — — — — — 
Cancellation of BGC Partners Inc. Treasury Stock due to Corporate Conversion, 156,386,616 shares
(1,563)— (751,768)753,331 — — — — 
Other— — 1,188 — — — — 1,188 
Balance, September 30, 2023
$3,972 $1,095 $2,059,436 $(40,335)$(1,134,204)$(45,819)$11,514 $855,659 
The accompanying Notes to the unaudited Condensed Consolidated Financial Statements are an integral part of these financial statements.

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BGC GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Nine Months Ended September 30, 2023
(in thousands, except share and per share amounts)
(unaudited)
BGC Group, Inc. StockholdersNoncontrolling
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, 2023$4,719 $459 $2,559,418 $(711,454)$(1,138,066)$(45,431)$63,563 $733,208 
Consolidated net income (loss)— — — — 16,320 — 1,192 17,512 
Other comprehensive income (loss), net of tax— — — — — (388)517 129 
Equity-based compensation, 9,120,746 shares
78 65,932 13 — — 1,766 67,789 
Dividends to common stockholders and participating RSU holders
— — — — (12,458)— — (12,458)
Earnings distributions to limited partnership interests and other noncontrolling interests— — — — — — (12,294)(12,294)
Grant of exchangeability and redemption of limited partnership interests, issuance of 29,118,664 shares
291 — 86,505 — — — 26,405 113,201 
Issuance of Class A common stock (net of costs), 234,931 shares
2 — 511 — — — 14 527 
Redemption of FPUs, 156,049 units
— — — — — (547)(547)
Repurchase of Class A common stock, 18,746,467 shares
— — (81,456)— — (6,691)(88,147)
Forfeiture of Class A common stock, 238,927 shares
— — 84 (769)— — (111)(796)
Contributions of capital to and from Cantor for equity-based compensation— — 2,321 — — — 116 2,437 
Grant of exchangeability, redemption of limited partnership interests and issuance of Class A common stock and RSUs for acquisitions, 5,504,698 shares
55 — 6,843 — — — 377 7,275 
Cantor's purchase of Cantor units from BGC Holdings upon redemption of FPUs, 6,368,964 units
— — — — — — 11,539 11,539 
Redemption of FPUs and issuance of RSUs due to the Corporate Conversion— — 12,410 — — — 2,096 14,506 
Cantor units converted into shares of BGC Group Class B common stock due to the Corporate Conversion, 63,974,374 shares
— 640 75,788 — — — (76,428)— 
Restricted stock awards granted upon conversion of limited partnership interests due to the Corporate Conversion, 38,610,233 shares
386 — (386)— — — — — 
Conversion of Class B Common Stock to Class A Common Stock, 405,801 shares
4 (4)— — — — — — 
Cancellation of BGC Partners Inc. Treasury Stock due to Corporate Conversion, 156,386,616 shares
(1,563)— (751,768)753,331 — — — — 
Other— — 1,778 — — — — 1,778 
Balance, September 30, 2023
$3,972 $1,095 $2,059,436 $(40,335)$(1,134,204)$(45,819)$11,514 $855,659 
For the three months ended September 30,For the nine months ended September 30,
2023202220232022
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 GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Three and Nine Months Ended September 30, 2022
(in thousands, except share amounts)
(unaudited)
BGC Group, 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, 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 gain, 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 

BGC Group, 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, 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 gain, 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 

The accompanying Notes to the unaudited Condensed Consolidated Financial Statements are an integral part of these financial statements.
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Table of Contents
BGC GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Page



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1.    Organization and Basis of Presentation
Business Overview
On July 1, 2023, the Company completed its Corporate Conversion to a Full C-Corporation in order to reorganize and simplify its organizational structure. As a result of the Corporate Conversion, BGC Group became the public holding company for, and successor to, BGC Partners, and its Class A common stock began trading on Nasdaq, in place of BGC Partners’ Class A common stock, under the ticker symbol “BGC.” Upon completion of the Corporate Conversion, the former stockholders of BGC Partners, Inc. and the former limited partners of BGC Holdings, L.P. now participate in the economics of the BGC businesses through BGC Group, Inc.
BGC is a leading global brokerage and financial 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 services across FX, Equities, Energy and Commodities, Shipping, and Futures and Options. The Company’s businesses also provide a wide variety of services, including trade execution, connectivity and network solutions, brokerage services, clearing, trade compression, and other post-trade services, and market data and related information services and other back-office services to a broad assortment of financial and non-financial institutions.
BGC’s integrated platform is designed to provide flexibility to customers with regard to price discovery, execution and processing, creating marketplaces and enabling them to use the Company’s 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 Group offers a number of market infrastructure and connectivity services, including the Company’s Fully Electronic marketplaces, market data and related information services, network, 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 Digital™, Fenics UST™, Fenics FX™, Fenics Repo™, Fenics Direct™, Fenics MID™, Fenics Market Data™, Fenics GO™, Fenics PortfolioMatch™, BGC®, BGC Trader™, kACE2®, and Lucera®.
BGC, BGC Group, BGC Partners, BGC Trader, GFI, GFI Ginga, CreditMatch, Fenics, Fenics.com, FMX, Sunrise Brokers, Poten & Partners, RP Martin, kACE2, Capitalab, Swaptioniser, CBID, Caventor, LumeMarkets and Lucera are trademarks/service marks, and/or registered trademarks/service marks of BGC Group and/or its affiliates.
The Company promotes the efficiency of the global capital markets, acting as market infrastructure to the world’s largest banks, broker-dealers, investment banks, trading firms, hedge funds, governments, corporations, and investment firms. BGC has an extensive number 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, 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, Wellington, and Zurich.
Corporate Conversion
Effective as of 12:01 a.m., Eastern Time, on July 1, 2023, BGC Holdings reorganized from a Delaware limited partnership into a Delaware limited liability company through a merger with and into Holdings Merger Sub, with Holdings Merger Sub continuing as a direct subsidiary of BGC Partners. Effective as of 12:02 a.m., Eastern Time, on July 1, 2023, Merger Sub 1 merged with and into BGC Partners, with BGC Partners continuing as a direct subsidiary of BGC Group. At the same time, Merger Sub 2 merged with and into Holdings Merger Sub, with Holdings Merger Sub continuing as a subsidiary of BGC Group. As a result of the Corporate Conversion Mergers, BGC Partners and BGC Holdings became wholly owned subsidiaries of BGC Group.
In the Holdings Reorganization Merger, each unit of BGC Holdings outstanding as of immediately prior to the Holdings Reorganization Merger was converted into a substantially equivalent equity interest in Holdings Merger Sub.
In the Corporate Merger, each share of Class A common stock, par value $0.01 per share, of BGC Partners and each share of Class B common stock, par value $0.01 per share, of BGC Partners outstanding was converted into one share of Class A common stock, par value $0.01 per share, of BGC Group and one share of Class B common stock, par value $0.01 per share, of BGC Group, respectively.
In connection with, but prior to the Corporate Conversion, the Company completed various transactions which included:
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•the redemption of certain non-exchangeable limited partnership units in connection with the issuance of shares of BGC Partners Class A common stock and the accompanying tax payments, which led to an equity-based compensation charge of $60.9 million;
•the exchange of the remaining 1.5 million exchangeable limited partnership units of BGC Holdings held by employees on June 30, 2023, for 1.0 million shares, after tax withholding, of BGC Partners Class A common stock;
•the redemption of certain non-exchangeable limited partnership units of BGC Holdings held by employees and issuance of 16.9 million BGC Partners RSUs on a one-for-one basis on June 30, 2023;
•the redemption of certain non-exchangeable Preferred Units of BGC Holdings held by employees and issuance of $49.2 million of BGC Partners RSU Tax Accounts on June 30, 2023, based on the fixed cash value of the Preferred Units redeemed;
•the redemption of the remaining 5.6 million non-exchangeable FPUs and issuances of BGC Partners RSUs on a one-for-one basis on June 30, 2023, which in turn reduced the “Redeemable Partnership Interest” to zero with an offsetting impact to “Total equity” in the Company’s unaudited Condensed Consolidated Statements of Financial Condition as of June 30, 2023; and
•the purchase on June 30, 2023 by Cantor from BGC Holdings of an aggregate of 5,425,209 Cantor units for an aggregate consideration of $9,715,772 as a result of the redemption of 5,425,209 FPUs, and 324,223 Cantor units for an aggregate consideration of $598,712 as a result of the exchange of 324,223 FPUs.
As a result of the Corporate Conversion:
•64.0 million Cantor units, including 5.7 million purchased on June 30, 2023, were converted into shares of BGC Group Class B common stock, subject to the terms and conditions of the Corporate Conversion Agreement, provided that a portion of the 64.0 million shares of BGC Group Class B common stock issued to Cantor will exchange into BGC Group Class A common stock in the event that BGC Group does not issue at least $75,000,000 in shares of BGC Group Class A or B common stock in connection with certain acquisition transactions prior to the seventh anniversary of the Corporate Conversion;
•BGC Group assumed all BGC Partners RSUs, RSU Tax Accounts or restricted stock awards outstanding as of June 30, 2023; and
•non-exchangeable limited partnership units of BGC Holdings were converted into equity awards denominated in cash, restricted stock and/or RSUs of BGC Group, each as further set forth in the Corporate Conversion Agreement. BGC Group granted 38.6 million restricted stock awards, 25.3 million RSUs, and $74.0 million of RSU Tax Accounts upon the conversion of the non-exchangeable shares of Holdings Merger Sub.
There were no limited partnership units of BGC Holdings remaining after the Corporate Conversion was completed.
In connection with the Corporate Conversion on July 1, 2023, BGC Group assumed and adopted: the Eighth Amended and Restated BGC Partners, Inc. Long-Term Incentive Plan, as amended and restated as the BGC Group, Inc. Long Term Incentive Plan; the BGC Partners Second Amended and Restated BGC Partners Incentive Bonus Compensation Plan, as amended and restated, and renamed the BGC Group, Inc. Incentive Bonus Compensation Plan; and the BGC Partners, Inc. Deferral Plan for Employees of BGC Partners, Inc., Cantor Fitzgerald, L.P. and their Affiliates, as amended and restated as the BGC Group, Inc. Deferral Plan for Employees of BGC Group, Inc., Cantor Fitzgerald, L.P. and Their Affiliates. The BGC Group Equity Plan provides for a maximum of 600 million shares of BGC Class A common stock that may be delivered or cash settled pursuant to the exercise or settlement of awards granted under the plan.
In connection with the Corporate Conversion on July 1, 2023, the BGC Holdings limited partnership agreement was terminated, and the BGC Holdings, L.P. Participation Plan was terminated.
In connection with the Corporate Conversion on July 1, 2023, BGC Group amended and restated its certificate of incorporation to reflect an increase in the authorized shares of BGC Group Class A common stock to 1,500,000,000; an increase in the authorized shares of BGC Group Class B common stock to 300,000,000; and a provision providing for exculpation to officers of BGC Group pursuant to Section 102(b)(7) of the Delaware General Corporation Law. Additionally, BGC Group amended and restated its bylaws to adopt a provision providing that Delaware courts shall be the exclusive forum for certain matters.

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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 and, 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, 2022. 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.
During the second quarter of 2023, the Company renamed “Data, software and post-trade” as “Data, network and post-trade” on the unaudited Condensed Consolidated Statements of Operations.
The unaudited Condensed Consolidated Financial Statements contain all adjustments (consisting only of 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 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.
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.
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 became effective for the Company’s financial statements issued for annual reporting periods beginning on January 1, 2022, and it will be applied prospectively. 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 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. BGC adopted the standard on the required effective date beginning January 1, 2023 using a prospective transition method for business combinations occurring on or after the effective date. The adoption of this guidance did not have a material impact 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. BGC adopted the standard on the required effective date beginning January 1, 2023. The guidance for recognition and measurement of TDRs was applied using a prospective transition method, and the amendments related to disclosures will be applied prospectively. The adoption of this guidance did not have a material impact 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. BGC adopted the standard on the required effective date beginning on January 1, 2023, except for the rollforward requirement, which is effective for the Company beginning on January 1, 2024. The guidance was adopted using a retrospective application to all periods in which a balance sheet is presented, and the rollforward disclosure requirement, when effective, will be applied prospectively. The adoption of this guidance did not have a material impact on the Company’s unaudited Condensed Consolidated Financial Statements.
New Accounting Pronouncements
In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting provided optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The ASU was effective upon issuance and generally could be applied through December 31, 2022. Because the current relief in ASC 848, Reference Rate Reform may not cover a period of time during which a significant number of modifications may take place, the amendments in ASU No. 2022-06 defer the sunset date from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in ASC 848. The ASU is effective upon issuance. 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
Prior to the Corporate Conversion, BGC Partners was a holding company with no direct operations which conducted substantially all of its operations through its operating subsidiaries. Virtually all of BGC Partners’ consolidated assets and net income were those of consolidated variable interest entities. BGC Holdings was a consolidated subsidiary of BGC Partners for which BGC Partners was the general partner. BGC Partners and BGC Holdings jointly owned BGC U.S. OpCo and BGC Global OpCo, the two operating partnerships of the Company. 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, prior to the Corporate Conversion, 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, prior to the Corporate Conversion, and Newmark Holdings. The Corporate Conversion had no impact on Newmark and its organizational structure, nor any limited partnership interests, described below, held by BGC employees in 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
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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, 2023 equaled 0.9243.
Founding/Working Partner Units
Founding/Working Partners had FPUs in BGC Holdings and have FPUs in Newmark Holdings. As of June 30, 2023, in connection with the Corporate Conversion, all FPUs in BGC Holdings were redeemed or exchanged. The Corporate Conversion had no impact on FPUs held by partners of Newmark Holdings. Prior to the Corporate Conversion, BGC Partners accounted for FPUs outside of permanent capital, as “Redeemable partnership interest,” in the Company’s unaudited Condensed Consolidated Statements of Financial Condition. This classification was applicable to Founding/Working Partner units because these units were redeemable upon termination of a partner, including a termination of employment, which could be at the option of the partner and not within the control of the issuer. The BGC RSUs issued for the redemption of non-exchangeable FPUs in BGC Holdings, in connection with the Corporate Conversion, are now accounted for as part of permanent capital.
FPUs were held by limited partners who were employees and generally received quarterly allocations of net income. Upon termination of employment or otherwise ceasing to provide substantive services, the FPUs were generally redeemed, and the unit holders were no longer entitled to participate in the quarterly allocations of net income. Since these allocations of net income were cash distributed on a quarterly basis and were contingent upon services being provided by the unit holder, they were 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 held LPUs in BGC Holdings and hold LPUs in 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 were only granted LPUs in BGC Holdings, and Newmark employees are only granted LPUs in Newmark Holdings. In connection with, or as a result of, the Corporate Conversion, certain LPUs in BGC Holdings were redeemed/converted into BGC restricted stock awards or RSUs, and upon completion of the Corporate Conversion, there were no LPUs of BGC Holdings remaining. The Corporate Conversion had no impact on LPUs in Newmark Holdings held by BGC employees.
Generally, LPUs received quarterly allocations of net income, which were cash distributed and generally were 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 LPUs held by BGC employees were 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 prior to the Corporate Conversion, and quarterly allocations of net income on Newmark Holdings LPUs held by BGC employees, which were not impacted by the Corporate Conversion, 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. Quarterly allocations of net income on BGC Holdings LPUs held by Newmark employees were reflected as a component of “Net income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s unaudited Condensed Consolidated Statements of Operations, prior to the Corporate Conversion. From time to time, the Company also issued 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. There were none of these LPUs in BGC Holdings remaining after the Corporate Conversion was completed, while these LPUs in Newmark Holdings held by BGC employees were not impacted by the Corporate Conversion. These LPUs held by BGC employees are accounted for as post-termination liability awards, and in accordance with U.S. GAAP guidance, the Company records compensation expense for the awards based on the change in value at each reporting date in the Company’s unaudited
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Condensed Consolidated Statements of Operations as part of “Equity-based compensation and allocations of net income to limited partnership units and FPUs.”
Certain BGC employees held Preferred Units in BGC Holdings and hold Preferred Units in Newmark Holdings. In connection with, or as a result of, the Corporate Conversion, certain Preferred Units in BGC Holdings were redeemed/converted into BGC restricted stock awards or RSU Tax Accounts, and upon completion of the Corporate Conversion, there were no Preferred Units of BGC Holdings remaining. The Corporate Conversion had no impact on Preferred Units in Newmark Holdings held by BGC employees. The following description of LPUs and Preferred Units in BGC Holdings is only applicable for the period prior to the Corporate Conversion, and for LPUs and Preferred Units held by BGC employees in Newmark Holdings is applicable to before and after the Corporate Conversion. 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 received 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
Prior to the Corporate Conversion, Cantor held limited partnership interests in BGC Holdings. Cantor units were reflected as a component of “Noncontrolling interest in subsidiaries” in the Company’s unaudited Condensed Consolidated Statements of Financial Condition. Cantor received allocations of net income (loss), which were cash distributed on a quarterly basis and were reflected as a component of “Net income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s unaudited Condensed Consolidated Statements of Operations. As a result of the Corporate Conversion, 64.0 million Cantor units were converted into shares of BGC Group Class B common stock, subject to the terms and conditions of the Corporate Conversion Agreement, provided that a portion of the 64.0 million shares of BGC Group Class B common stock issued to Cantor will exchange into BGC Group Class A common stock in the event that BGC Group does not issue at least $75,000,000 in shares of BGC Group Class A or B common stock in connection with certain acquisition transactions prior to the seventh anniversary of the Corporate Conversion.
General
Certain of the limited partnership interests, described above, were granted exchangeability into shares of BGC Class A common stock, prior to the Corporate Conversion, or shares of Newmark Class A common stock, and additional limited partnership interests could become exchangeable into shares of Newmark Class A common stock. In addition, prior to the Corporate Conversion, certain limited partnership interests were granted the right to exchange into or were exchanged into a partnership unit with a capital account, such as HDUs. HDUs had a stated capital account which was initially based on the closing trading price of Class A common stock at the time the HDU was granted. HDUs participated in quarterly partnership distributions and were generally not exchangeable into shares of Class A common stock.
Subsequent to the Spin-Off and prior to the Corporate Conversion, limited partnership interests in BGC Holdings held by a partner or Cantor could become exchangeable for BGC Class A or BGC Class B common stock on a one-for-one basis. In addition, subsequent to the Spin-Off, 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 were included in the Company’s fully diluted share count, if dilutive, prior to the Corporate Conversion, any previous exchanges of limited partnership interests into shares of BGC Class A or BGC Class B common stock did not impact the fully diluted number of shares and units outstanding. Because these limited partnership interests generally received quarterly allocations of net income, such exchanges had no significant impact on the cash flows or equity of BGC Partners, prior to the Corporate Conversion.
Prior to the Corporate Conversion, each quarter, net income (loss) was allocated between the limited partnership interests and BGC Partners' common stockholders. In quarterly periods in which BGC Partners had a net loss, the loss allocation for FPUs, LPUs and Cantor units in BGC Holdings was allocated to Cantor and reflected as a component of “Net
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income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s unaudited Condensed Consolidated Statements of Operations. In subsequent quarters in which BGC Partners had net income, the initial allocation of income to the limited partnership interests in BGC Holdings was to Cantor and was 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 had 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 the year ended December 31, 2022. During the nine months ended September 30, 2023, there were no significant changes made to the Company's significant accounting policies. See below for updates to the Company's significant accounting policies related to newly issued compensation awards and other impacts as a result of the Corporate Conversion. Management believes these changes align with the guidance in ASC 250-10-45-1, which states it is not a change in accounting principle if it is an "adoption or modification of an accounting principle necessitated by transactions or events that are clearly different from those previously occurring."
Earnings Per Share:
The Company computes basic and fully diluted EPS in accordance with ASC 260, Earnings Per Share, utilizing the two-class method, "if-converted" method, or treasury stock method, as applicable. For additional information, see Note 6—“Earnings Per Share."
Restricted Stock:
Restricted stock provided to certain employees by the Company is accounted for as an equity award, and as per the guidance in ASC 718, Compensation - Stock Compensation, the Company is required to record an expense for the portion of the restricted stock that is ultimately expected to vest.
Prior to the Corporate Conversion, the Company had granted restricted stock that is fully vested and not subject to continued employment or service with the Company or any affiliate or subsidiary of the Company; however, transferability is subject to compliance with BGC Partners’ and its affiliates’ customary noncompete obligations. Such shares of restricted stock are generally salable by employees in five to ten years. Because the restricted stock is not subject to continued employment or service, the grant-date fair value of the restricted stock is expensed on the date of grant. The non-cash equity-based expense is reflected as a component of “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the Company’s unaudited Condensed Consolidated Statements of Operations.
As a result of the Corporate Conversion, the Company has also granted shares of unvested restricted stock, which are subject to continued employment or service with the Company or any affiliate or subsidiary of the Company. The grant-date fair value of the restricted stock is amortized to expense ratably over the awards' expected vesting periods. The non-cash equity-based amortization expense is reflected as a component of "Equity-based compensation and allocations of net income to limited partnership units and FPUs" in the Company's unaudited Condensed Consolidated Statements of Operations.
Noncontrolling Interest in Subsidiaries:
Noncontrolling interest in subsidiaries represents equity interests in consolidated subsidiaries that are not attributable to the Company, such as the noncontrolling interest holders’ proportionate share of the profit or loss associated with joint ownership of the Company’s administrative services company in the U.K. (Tower Bridge).
4.    Acquisitions
Trident
On February 28, 2023 the Company completed the acquisition of Trident, primarily operating as a commodity brokerage and research company, offering OTC and exchange traded energy and environmental products.
Total Consideration
31
The total consideration for all acquisitions during the nine months ended September 30, 2023 was approximately $34.0 million, subject to post-closing adjustments, which includes cash, restricted shares of BGC Class A common stock, and an earn-out payable in cash and restricted shares of BGC Class A common stock. The excess of the consideration over the fair value of the net assets acquired has been recorded as goodwill totaling $13.3 million.
There were no acquisitions completed by the Company during the year ended December 31, 2022.
Except where otherwise noted, the results of operations of the Company’s acquisition has been included in the Company’s unaudited Condensed Consolidated Financial Statements subsequent to the date of acquisition. The Company has made a preliminary allocation of the consideration to the assets acquired and liabilities assumed as of the acquisition date, and expects to finalize its analysis with respect to the acquisition within the first year after the completion of the transaction. Therefore, adjustments to the preliminary allocation may occur.
5.     Divestitures
The Company had no gains or losses from divestitures or sale of investments during both the nine months ended September 30, 2023 and 2022.
6.    Earnings Per Share
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,
2023202220232022
Basic earnings (loss) per share:
Net income (loss) available to common stockholders$17,046 $5,762 $16,320 $46,496 
Less: Dividends declared and allocation of undistributed earnings to participating securities
(1,072)— (1,072)— 
Net income (loss) attributable to common stockholders
$15,974 $5,762 $15,248 $46,496 
Basic weighted-average shares of common stock outstanding468,544 371,108 412,178 371,692 
Basic earnings (loss) per share$0.03 $0.02 $0.04 $0.13 
Fully Diluted Earnings Per Share:
32
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,
2023202220232022
Fully diluted earnings (loss) per share:
Net income (loss) attributable to common stockholders
$15,974 $5,762 $15,248 $46,496 
Add back: Allocations of net income (loss) to limited partnership interests, net of tax
— 1,608 (156)14,222 
Add back: Allocations of undistributed earnings to participating securities
823 — 823 — 
Less: Reallocation of undistributed earnings to participating securities
(808)— (808)— 
Net income (loss) for fully diluted shares$15,989 $7,370 $15,107 $60,718 
Weighted-average shares:
Common stock outstanding468,544 371,108 412,178 371,692 
Partnership units¹— 122,734 76,528 127,167 
Non-participating RSUs
— 1,770 1,874 1,897 
Other2
9,001 1,373 3,965 1,202 
Fully diluted weighted-average shares of common stock outstanding
477,545 496,985 494,545 501,958 
Fully diluted earnings (loss) per share$0.03 $0.01 $0.03 $0.12 
____________________________
1Partnership units collectively include FPUs, LPUs, and Cantor units (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” for more information).
2Primarily consists of other contracts to issue shares of BGC common stock.
For the three and nine months ended September 30, 2023, 12.6 million and 6.2 million, respectively, of potentially dilutive securities 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, 2023, included 9.6 million participating RSUs and 3.0 million participating restricted stock awards. Anti-dilutive securities for the nine months ended September 30, 2023, included 5.2 million participating RSUs and 0.9 million participating restricted stock awards. For the three and nine months ended September 30, 2022, 0.6 million and 0.7 million of potentially dilutive securities were excluded from the computation of fully diluted EPS because their effect would have been anti-dilutive. Anti-dilutive securities for the three and nine months ended September 30, 2022 were comprised of RSUs.
As of September 30, 2023, approximately 62.5 million shares of contingent shares of BGC Class A common stock, non-participating RSUs and non-participating restricted stock awards were excluded from the fully diluted EPS computations because the conditions for issuance had not been met by the end of the period. As of September 30, 2022, approximately 47.3 million shares 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 period.
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):
33
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Shares outstanding at beginning of period351,978 324,087 325,858 317,023 
Share issuances:
Redemptions/exchanges of limited partnership interests and contingent share obligations¹
346 11,940 30,572 23,654 <