5.	Earnings Per Share

U.S. GAAP 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 addition, in relation to the Newmark OpCo Preferred Investment, the EPUs issued by Newmark OpCo in June 2018 and September 2018 are entitled to a preferred payable-in-kind dividend which is recorded as accretion to the carrying amount of the EPUs and is a reduction to Net income (loss) available to common stockholders for the calculation of the Company’s Basic earnings (loss) per share and Fully diluted earnings (loss) 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,
	2018		2017		2018		2017
Basic earnings (loss) per share:
Net income (loss) available to common stockholders	$	118,864	$	81,529	$	212,677	$	171,274
Basic weighted-average shares of common stock outstanding		327,932		288,308		319,027		286,200
Basic earnings (loss) per share	$	0.36	$	0.28	$	0.67	$	0.60

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 and Newmark Holdings, as the numerator. The denominator is comprised of the Company’s weighted-average number of outstanding BGC shares of common stock and, if dilutive, the weighted-average number of limited partnership interests and other contracts to issue shares of BGC common stock, including stock options and RSUs. The limited partnership interests generally are potentially exchangeable into shares of BGC Class A common stock (see Note 2—“Limited Partnership Interests”) 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 September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Fully diluted (loss) earnings per share
Net income (loss) available to common stockholders	$	118,864	$	81,529	$	212,677	$	171,274
Allocations of net income (loss) to limited partnership interests, net of tax		52,856		45,966		98,245		94,727
Net income (loss) for fully diluted shares	$	171,720	$	127,495	$	310,922	$	266,001
Weighted-average shares:
Common stock outstanding		327,932		288,308		319,027		286,200
Partnership units¹		158,104		167,287		161,974		163,325
RSUs (Treasury stock method)		300		539		412		505
Other		1,300		1,207		1,298		1,318
Fully diluted weighted-average shares of common stock outstanding		487,636		457,341		482,711		451,348
Fully diluted earnings (loss) per share	$	0.35	$	0.28	$	0.64	$	0.59

¹	Partnership units collectively include founding/working partner units, limited partnership units, and Cantor units (see Note 2—“Limited Partnership Interests” for more information).

For the three months ended September 30, 2018, approximately 2.3 thousand potentially dilutive securities were excluded from the computation of fully diluted EPS, for being anti-dilutive. For the three months ended September 30, 2017, there were no potentially dilutive securities excluded from the computation of fully diluted EPS, for being anti-dilutive. For the nine months ended September 30, 2018 and 2017, respectively, approximately 0.1 million and 0.2 million potentially dilutive securities were excluded from the computation of fully diluted EPS, for being anti-dilutive.

For the three and nine months ended September 30, 2018, respectively, there were approximately 20.1 million and 14.3 million of standalone BGC Holdings partnership units excluded from the fully diluted EPS computation because the conversion into Class A common stock is contingent on the Newmark spin-off (see Note 2—“Limited Partnership Interests” for further information on standalone BGC Holdings partnership units). Additionally, as of September 30, 2018 and 2017, respectively, approximately 2.1 million and 3.1 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.