2013 Annual Report Bgc Partners, Inc
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BGC PARTNERS, INC. 2013 ANNUAL REPORT BGC PARTNERS, INC. SELECTED CONSOLIDATED FINANCIAL DATA DISTRIBUTABLE EARNINGS (USD 000’S) 2013 2012 2011 Financial Services Revenues $1,143,217 $1,221,409 $1,369,906 Real Estate Services Revenues 582,878 481,719 57,122 Corporate Revenues 42,089 47,877 49,099 Total Revenues for Distributable Earnings 1,768,184 1,751,005 1,476,127 Pre-tax Distributable Earnings 182,345 196,015 236,952 Post-tax Distributable Earnings 154,701 164,354 199,393 GAAP (USD 000’S) Financial Services Revenues $1,164,218 $1,221,409 $1,369,906 Real Estate Services Revenues 577,191 454,616 47,682 Corporate Revenues 756,677 90,968 47,097 Total Revenues 2,498,086 1,766,993 1,464,685 Income from Operations Before Income Taxes 265,921 55,737 54,359 Net Income For Fully Diluted Shares 96,851 46,242 20,137 PER SHARE DATA Pre-tax Distributable Earnings per Fully Diluted Share $0.57 $0.69 $0.93 Post-tax Distributable Earnings per Fully Diluted Share 0.49 0.58 0.78 GAAP Fully Diluted Earnings per Share 0.36 0.16 0.17 Dividends Declared per Share 0.48 0.63 0.65 ADJUSTED EBITDA (USD 000’S) Adjusted EBITDA $923,004 $317,345 $275,762 BALANCE SHEET (USD 000’S) Cash and Cash Equivalents $716,919 $388,409 $369,713 Notes Payable and Collateralized Borrowings 408,356 451,444 331,916 Redeemable Partnership Interest, Stockholders’ Equity, 769,665 506,251 500,967 and Noncontrolling Interest in Subsidiaries Notes: See the sections towards the end of this document entitled “Distributable Earnings Defined,” “Differences Between Consolidated Results for Distributable Earnings and GAAP,” “Reconciliation of Revenues Under GAAP And Distributable Earnings,” and “Reconciliation of GAAP Income to Distributable Earnings” for a complete definition of these non-GAAP terms and how, when and why management uses them, as well as for the differences between results under GAAP and distributable earnings for the periods discussed in this document. In addition, the Company defines its cash position is as “cash and cash equivalents”, “marketable securities”, and unencumbered “securities owned” on BGC’s balance sheet. BGC PARTNERS, INC. 2013 TOTAL RETURN OF A $1,000 INVESTMENT BGC Partners, Inc Russell 2000 Russell 2000 Financial Services Index Dow Jones US Real Estate Services Index $1,912 2013 Total Return Of A $1,000 Investment91.1% 2,000.002,000 1,800.001,800 1,600.001,600 1,400.001,400 1,200.001,200 1,000.001,000 12/31/2012 03/31/201306/30/2013 09/30/2013 09/30/201312/31/2013 12/31/2013 GAAP Revenue $2,498.1 ( 41%) TOTAL REVENUE $96.9 ( 109%) NET INCOME Distributable Earnings Revenue $1,768.2 ( 6%) TOTAL REVENUE $1,54.7 ( 6%) NET INCOME $795.0 ( 89%) CASH POSITION $923.0 ( 191%) ADJUSTED EBITDA ALL $ AMOUNTS NOTED IN MILLIONS BGC PARTNERS, INC. GLOBAL COVERAGE BGC Financial Services Offices Newmark Grubb Knight Frank NGKF Affiliates and Partner Offices BGC Financial Services Newmark Grubb Knight Frank Beijing Rio De Janeiro North America Chicago Sao Paulo Canada Massachusetts Virginia Copenhagen Seoul Mexico Michigan Washington Dubai Singapore United States Nevada Wisconsin Hong Kong Sydney Alabama New Jersey Houston Tokyo Arizona New York Europe Istanbul Toronto Arkansas North Carolina Asia-Pacific Johannesburg Zurich California North Dakota Africa London Colorado Ohio Middle East Mexico City Connecticut Oklahoma Moscow Delaware Oregon New York Georgia Pennsylvania Nyon Hawaii South Carolina Paris Illinois Tennessee Indiana Texas Maryland Utah BGC PARTNERS, INC. DEAR FELLOW STOCKHOLDERS 2013 was a noteworthy year for BGC Partners, Inc. (“BGC Partners,” “BGC,” or “the Company”) for number of reasons. We sold our benchmark, on-the-run, U.S. Treasury fully electronic trading platform (“eSpeed”) to NASDAQ OMX Group, Inc. (“NASDAQ OMX.”) for an amount expected to be approximately $1.3 billion. Newmark Grubb Knight Frank1 again generated strong double-digit growth year-on-year. And the regulatory fog that has been surrounding the overall industry in our Financial Services segment began to ease up, making our path to continued growth and success more clear. In 2013, BGC’s revenues increased year-on-year by 41.4 percent under U.S. Generally Accepted Accounting Principles (“GAAP”) and by 1.0 percent for distributable earnings.2 GAAP revenue growth was mainly driven by the eSpeed transaction, while revenues for both GAAP and distributable earnings were driven in part by the exceptional results of NGKF. Our Real Estate business generated a 27 percent increase in GAAP revenues in 2013, and has rapidly become a key factor driving the overall results for the Company. Real Estate Services made up one-third of the Company’s revenues for distributable earnings in 2013. NGKF’s strength Howard W. Lutnick substantially offset the impact of challenging industry conditions across the global financial markets. In addition, Chairman and Chief Executive Officer our two businesses counterbalance each other’s seasonality, making us unique amongst our Real Estate and Financial Services peers in that we expect BGC to have strong fourth and first quarters going forward. Our proven business model is based on making accretive acquisitions, profitably and selectively adding to front-office headcount, and investing in our hybrid and fully-electronic trading platform. While this helps us increase our revenues and market share, we also remain focused on reducing expenses, particularly in our Financial Services business. In this year’s letter we discuss highlights and key developments from 2013; the eSpeed transaction; results for our Financial Services and Real Estate Services businesses; Shaun D. Lynn BGC’s overall financial performance for the year; regulatory President changes that may impact the market and BGC; and our POSITIVE TRENDS IN COMMERCIAL REAL ESTATE outlook for the future. With respect to our Real Estate Services business: industry NASDAQ TRANSACTION DEMONSTRATED OUR metrics continued to move in a positive direction in the fourth COMMITMENT TO CREATING VALUE FOR OUR quarter. The combination of moderate economic growth and STOCKHOLDERS low interest rates in the U.S. has continued to be a strong tailwind for commercial real estate. The relatively wide spread We received $750 million in cash upon the closing of our between U.S. Treasuries and commercial cap rates has created eSpeed transaction and just under one million shares of strong investor demand for the yields available through direct NASDAQ OMX common stock in the fourth quarter of ownership of real estate assets and funds. Activity continues to 2013. We expect to receive another approximately 14 million be strong in gateway cities like New York and San Francisco, shares of NASDAQ OMX shares ratably over the next 14 and has also picked up in certain suburban and regional years. Based on the April 4, 2014 closing price of NASDAQ markets such as Arlington, Virginia; Burbank, California; OMX, the value of the stock earn-out is approximately $540 Dallas, Texas; Denver, Colorado; and Seattle, Washington. million, making the total expected consideration for the eSpeed transaction around $1.3 billion. The expected total Overall U.S. commercial property sales volume grew by 19 purchase price is therefore greater than the fully diluted percent year-over-year in 2013 according to Moody’s and equity market capitalization of BGC the day the deal Real Capital Analytics, while CoStar says that prices were was announced. up by 11.2 percent. This was the fourth consecutive year of significant volume growth and strong price increases. The share earn-out is contingent upon NASDAQ OMX, as a whole, producing more than $25 million in gross On the leasing side, vacancy rates, asking rents, and net revenues each year. Given this relatively low threshold, we absorption rates also improved. For example, the U.S. office fully expect to receive all 14.9 million shares. In the event market ended the year with a vacancy rate of 15.0 percent, of certain acceleration events, including NASDAQ OMX an improvement versus 15.7 percent a year earlier. However, undergoing a change of control, the balance of the earn-out is overall industry leasing commission revenues were relatively expected to be paid immediately. flat year-on-year according to NGKF research and CoStar. The NASDAQ OMX acquisition demonstrates the NGKF ONCE AGAIN GREW FASTER THAN THE tremendous value embedded in BGC’s retained technology- OVERALL INDUSTRY based businesses.3 Our high margin, fully electronic products4 grew by approximately 19 percent per year Our Real Estate Services business generated $418.7 million compounded over the past three years. We expect that our in brokerage revenues for distributable earnings or $413.0 retained technology-based businesses will continue to million under GAAP, which represented increases of 16.9 deliver strong growth due to our substantial investment percent and 24.8 percent, respectively, compared with 2012. in technology and the markets’ continuing trend towards Management services and other revenues for both distributable electronification and automation. earnings and GAAP increased by 32.8 percent to $164.2 million. Overall NGKF revenues increased by 21.0 percent to Largely as a result of the eSpeed sale, BGC’s cash position5 $582.9 million for distributable earnings and by 27.0 percent increased to $795.0 million at the end of 2013. This does to $577.2 million under GAAP. Real Estate Services pre-tax not include the more than $500 million dollars in NASDAQ distributable earnings increased by 27.5 percent to $56.2 OMX stock we expect to receive. We believe that we have million, while GAAP income from operations before taxes the financial capacity to grow our profits by making accretive increased by 99.1 percent to $45.6 million.