5.	Earnings Per Share

FASB guidance on Earnings Per Share (“EPS”) establishes standards for computing and presenting EPS. Basic EPS excludes dilution and is computed by dividing net income available to common stockholders by the weighted-average shares of common stock outstanding and contingent shares for which all necessary conditions have been satisfied except for the passage of time. Net income is allocated to the Company’s outstanding common stock, FPUs, limited partnership units and Cantor units (see Note 3—“Limited Partnership Interests in BGC Holdings”).

The Company’s earnings for the three and six months ended June 30, 2015 and 2014 were allocated as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Net income available to common stockholders	$	9,347	$	7,601	$	23,402	$	15,609
Allocation of income to limited partnership interests in BGC Holdings	$	5,119	$	4,536	$	15,257	$	8,407

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Basic earnings per share:
Net income available to common stockholders	$	9,347	$	7,601	$	23,402	$	15,609

Basic weighted-average shares of common stock outstanding		244,862		220,770		233,504		220,689

Basic earnings per share	$	0.04	$	0.03	$	0.10	$	0.07

Fully diluted EPS is calculated utilizing net income available for common stockholders plus net income allocations to the limited partnership interests in BGC Holdings, as well as adjustments related to the interest expense on the Convertible Notes, if applicable (see Note 17—“Notes Payable, Collateralized and Short-Term Borrowings”), and expense related to dividend equivalents for certain RSUs, if applicable, as the numerator. The denominator is comprised of the Company’s weighted-average outstanding shares of common stock and, if dilutive, the weighted-average number of limited partnership interests and other contracts to issue shares of common stock, including Convertible Notes, stock options and RSUs. Except for the Preferred Units, the limited partnership interests generally are potentially exchangeable into shares of Class A common stock and are entitled to remaining earnings after the deduction for the Preferred Distribution; as a result, they are included in the fully diluted EPS computation to the extent that the effect would be dilutive.

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Fully diluted earnings per share
Net income available to common stockholders	$	9,347	$	7,601	$	23,402	$	15,609
Allocation of net income to limited partnership interests in BGC Holdings, net of tax		3,909		3,504		10,595		7,052
Dividend equivalent expense on RSUs, net of tax		—		—		—		2

Net income for fully diluted shares	$	13,256	$	11,105	$	33,997	$	22,663

Weighted-average shares:
Common stock outstanding		244,862		220,770		233,504		220,689
Limited partnership interests in BGC Holdings		120,122		104,083		117,359		102,071
RSUs (Treasury stock method)		944		685		944		762
Other		846		1,048		900		778

Fully diluted weighted-average shares of common stock outstanding		366,774		326,586		352,707		324,300

Fully diluted earnings per share	$	0.04	$	0.03	$	0.10	$	0.07

For the three months ended June 30, 2015 and 2014, respectively, approximately 20.8 million and 44.4 million potentially dilutive securities were not included in the computation of fully diluted EPS because their effect would have been anti-dilutive. Anti-dilutive securities for the three months ended June 30, 2015 included, on a weighted-average basis, 19.7 million shares underlying Convertible Notes and 1.1 million other securities or other contracts to issue shares of common stock.

Additionally, as of June 30, 2015 and 2014, respectively, approximately 11.4 million and 5.8 million shares of contingent Class A common stock and limited partnership units were excluded from the fully diluted EPS computations because the conditions for issuance had not been met by the end of the respective periods.