4.	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 (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding and contingent shares for which all necessary conditions have been satisfied except for the passage of time. Net income (loss) is allocated to the Company’s outstanding common stock, FPUs, limited partnership units and Cantor units (see Note 2—“Limited Partnership Interests in BGC Holdings”).

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,
	2017		2016		2017		2016
Basic earnings (loss) per share:
Net income (loss) available to common stockholders	$	21,768	$	14,467	$	39,983	$	26,972
Basic weighted-average shares of common stock outstanding		286,840		275,997		285,129		274,895
Basic earnings (loss) per share	$	0.08	$	0.05	$	0.14	$	0.10

Fully diluted EPS is calculated utilizing net income (loss) available to common stockholders plus net income allocations to the limited partnership interests in BGC Holdings, as well as adjustments related to the interest expense on convertible notes, if applicable (see Note 16—“Notes Payable, Collateralized and Short-Term Borrowings”), as the numerator. The denominator is comprised of the Company’s weighted-average number of 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. 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,
	2017		2016		2017		2016
Fully diluted (loss) earnings per share
Net income (loss) available to common stockholders	$	21,768	$	14,467	$	39,983	$	26,972
Allocations of net income (loss) to limited partnership interests in BGC Holdings, net of tax		11,326		7,464		20,721		13,888
Interest expense on convertible notes, net of tax		—		1,521		—		3,044
Net income (loss) for fully diluted shares	$	33,094	$	23,452	$	60,704	$	43,904
Weighted-average shares:
Common stock outstanding		286,840		275,997		285,129		274,895
Limited partnership interests in BGC Holdings		163,327		143,229		161,311		142,963
Convertible notes		—		16,260		—		16,260
RSUs (Treasury stock method)		409		376		525		517
Other		1,281		1,395		1,382		1,328
Fully diluted weighted-average shares of common stock outstanding		451,857		437,257		448,347		435,963
Fully diluted earnings (loss) per share	$	0.07	$	0.05	$	0.14	$	0.10

For the three months ended June 30, 2017 and 2016, respectively, approximately 4.7 thousand and 1.0 million potentially dilutive securities were not included in the computation of fully diluted EPS because their effect would have been anti-dilutive. For the six months ended June 30, 2017 and 2016, respectively, approximately 0.2 million and 1.3 million potentially dilutive securities were not included in the computation of fully diluted EPS because their effect would have been anti-dilutive. In both periods, these were securities or other contracts (RSUs and/or stock options) to issue shares of common stock.

Additionally, as of June 30, 2017 and 2016, respectively, approximately 4.0 million and 4.6 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.