U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2020
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from_____________to_____________
Commission file numbers 0-28191
BGC PARTNERS, INC. DEFERRAL PLAN FOR EMPLOYEES OF
BGC PARTNERS, INC., CANTOR FITZGERALD, L.P. AND THEIR AFFILIATES
(Full title of the plan)
BGC PARTNERS, INC.
499 Park Avenue
New York, New York 10022
(Name of issuer of the securities held
pursuant to the plan and the address of
its principal executive office)
BGC PARTNERS, INC. DEFERRAL PLAN FOR EMPLOYEES OF BGC PARTNERS, INC.,
CANTOR FITZGERALD, L.P. AND THEIR AFFILIATES FORM 11-K
TABLE OF CONTENTS
All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Plan Participants,
The Investment and AdministrativeCommittees of the BGC
Partners, Inc. Deferral Plan for Employees of BGC Partners, Inc.,
Cantor Fitzgerald, L.P. and Their Affiliates and
The Board of Directors of BGC Partners, Inc.
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the BGC Partners, Inc. Deferral Plan for Employees of BGC Partners, Inc., Cantor Fitzgerald, L.P. and Their Affiliates (the “Plan”) as of December 31, 2020 and 2019, and the related statement of changes in net assets available for benefits for the year ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2020 and 2019, and the changes in its net assets available for benefits for the year ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Schedule
The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2020, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.
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/s/ Ernst & Young LLP We have served as the Plan’s auditor since 2008. |
New York, New York June 25, 2021 |
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BGC Partners, Inc. Deferral Plan for Employees of BGC Partners, Inc., Cantor
Fitzgerald, L.P. and Their Affiliates
Statements of Net Assets Available for Benefits
| | December 31, | |
| | 2020 | | | 2019 | |
ASSETS: | | | | | | | | |
Cash and cash equivalents | | $ | 303,350 | | | $ | 703,193 | |
Participant-directed investments at fair value | | | 337,936,680 | | | | 459,676,034 | |
Participant contribution receivables | | | 549,247 | | | | 1,394,659 | |
Employer contribution receivables | | | — | | | | 7,162 | |
Notes receivable from participants | | | 3,379,573 | | | | 6,401,219 | |
Total assets | | | 342,168,850 | | | | 468,182,267 | |
LIABILITIES: | | | | | | | | |
Other liabilities | | | 6,854 | | | | 29,908 | |
Total liabilities | | | 6,854 | | | | 29,908 | |
NET ASSETS AVAILABLE FOR BENEFITS | | $ | 342,161,996 | | | $ | 468,152,359 | |
The accompanying notes are an integral part of these financial statements.
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BGC Partners, Inc. Deferral Plan for Employees of BGC Partners, Inc., Cantor
Fitzgerald, L.P. and Their Affiliates
Statement of Changes in Net Assets Available for Benefits
| | Year ended December 31, 2020 | |
ADDITIONS: | | | | |
Contributions: | | | | |
Participant contributions | | $ | 44,627,296 | |
Rollover contributions | | | 4,647,287 | |
Employer contributions | | | 178,417 | |
Total contributions | | | 49,453,000 | |
Investment income: | | | | |
Net appreciation in fair value of investments | | | 36,745,201 | |
Interest and dividends | | | 6,634,176 | |
Net investment gain | | | 43,379,377 | |
Other income: | | | | |
Interest on notes receivable from participants | | | 229,252 | |
Total additions | | | 93,061,629 | |
DEDUCTIONS: | | | | |
Net transfer of Newmark 401(k) Plan assets | | | 157,717,482 | |
Distributions to participants | | | 55,197,712 | |
Net transfer of CastleOak 401(k) Plan assets | | | 5,007,292 | |
Administrative expenses, net of forfeitures | | | 1,129,506 | |
Total deductions | | | 219,051,992 | |
NET DECREASE IN ASSETS AVAILABLE FOR BENEFITS | | | (125,990,363 | ) |
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR | | | 468,152,359 | |
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR | | $ | 342,161,996 | |
The accompanying notes are an integral part of these financial statements.
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BGC Partners, Inc. Deferral Plan for Employees of BGC Partners, Inc.,
Cantor Fitzgerald, L.P. and Their Affiliates
Notes to Financial Statements
As of December 31, 2020 and 2019, and for the Year Ended December 31, 2020
The following description of the BGC Partners, Inc. Deferral Plan for Employees of BGC Partners, Inc., Cantor Fitzgerald, L.P. and Their Affiliates (the “Plan”) provides general information concerning the Plan. Participants should refer to the Plan document and the Plan’s summary plan description for a more complete description of the Plan’s provisions.
General — The Plan is a defined contribution plan, which is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan is co-sponsored by Cantor Fitzgerald, L.P. (“CFLP”) and BGC Partners, Inc. (“BGC Partners”). CFLP and BGC Partners, as well as their participating domestic affiliates, are collectively referred to as the “Company.”
The trustee for the Plan is AdvisorTrust, LLC (“AdvisorTrust”). AdvisorTrust uses Matrix Trust Company (“Matrix Trust”) to provide custody of assets, trading, income collection, contribution deposit processing and paying agent services. Prior to the 2020 Plan year, AdvisorTrust used TD Ameritrade, Inc. (“TD Ameritrade”) as the sub-custodian to the Plan. TD Ameritrade ceased to be the Plan’s sub-custodian on December 10, 2019. The trustee is legally responsible for maintaining the assets of the Plan, making distribution payments as directed by the Company and generally performing all other acts deemed necessary or proper to fulfill its responsibility as set forth in the trust agreement pertaining to the Plan. Professional Capital Services, LLC (“PCS”) is the Plan’s recordkeeper.
Committees — The Plan is supervised by an Administrative Committee and an Investment Committee. Both committees are comprised of the same six members who are all employees of the Company. From January 1, 2020 through October 31, 2020, the committees were comprised of the same seven members who were are all employees of the Company. Due to the spin-off of Newmark Group Inc. (“Newmark”) from the Plan (see “Plan Amendments” section below for more information), both committees were comprised of the same six members from November 1, 2020 through December 31, 2020.
The Administrative Committee has the authority, in its sole discretion, to interpret the Plan, to develop rules and regulations, to carry out the provisions of the Plan, to make factual determinations, and to resolve questions relating to eligibility for and the amount of benefits.
The Investment Committee has the authority to make and deal with any investment in any manner consistent with the Plan that it deems advisable. The Investment Committee is assisted by an independent, registered investment advisor, Brinker Capital, Inc. (“Brinker”), in managing the overall investment process and supervision of the Plan’s investments. Brinker acts as an investment fiduciary and investment manager in accordance with ERISA Section 3(38). Representatives of Brinker and PCS attend the quarterly Investment Committee meetings.
Eligibility — All employees of the Company are eligible to participate in the Plan upon hire and upon reaching the age of 21, except for temporary or casual employees unless they have completed 1,000 hours within 12 months, individuals classified by the Company as independent contractors, leased employees, employees covered under a collective bargaining agreement and non-resident aliens who receive no earned income from U.S. sources. Eligibility begins the first day of the following month after these requirements are met.
Plan Amendments — The Plan was amended on April 17, 2020, in connection with the Mutual Termination Agreement where CastleOak Securities, L.P. (“CastleOak”) ceased to be an Affiliate of the Company. CastleOak was a Participating Employer in the Plan for the temporary period that began on April 17, 2020 and ended on July 31, 2020 (the “CastleOak Transition Period”). As CastleOak was not an Affiliate during the CastleOak Transition Period, the Plan’s multiple employer rules applied with respect to its participation in the Plan during the CastleOak Transition Period. This amendment was adopted on June 2, 2020.
On November 27, 2019, the Plan was amended to address the establishment of Newmark’s own retirement plan and the liquidation of remaining assets in the Newmark fund held by BGC participants. The Plan was also amended on November 3, 2020 as Newmark adopted its own retirement plan for the Newmark Participants (the “Newmark 401(k) Plan”)_effective upon the close of business on November 3, 2020 (the “Newmark Plan Spin-off Date”). As of the Newmark Plan Spin-off Date, assets and liabilities equal to the aggregate account balances of Newmark Participants were spun-off from the Plan and transferred to the Newmark 401(k) Plan.
Spin-Off of Newmark Group Inc. — Effective November 30, 2018 (the “Spin Date”), BGC Partners completed its distribution (the “Spin-Off”) of all of the shares of common stock of Newmark owned by BGC Partners to its stockholders. As a result, on the Spin Date, each share of BGC Partners common stock in the BGC Partners Stock Portfolio received a certain number of shares of Newmark common stock. Effective on the Spin Date, the Plan maintained an investment fund to hold the Newmark common stock (the “Newmark Fund”). Also effective on the Spin Date, Newmark was a Participating Employer in the Plan. Per the BGC Partners, Inc. Deferral Plan Discretionary-Trustee Agreement, dated November 28, 2018, Advisor Trust was appointed the “Discretionary Trustee.” The Discretionary Trustee was engaged to monitor the BGC Partners Stock Portfolio and the Newmark Fund. The Discretionary
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Trustee took actions it deemed necessary and prudent under ERISA with respect to the BGC Partners Stock Portfolio and Newmark Fund under the Plan.
Newmark Fund — As described above, effective as of the Spin Date, the Plan maintained an investment fund known as the Newmark Fund, which held the Newmark common stock received by the Plan from the Spin-Off. Each participant who was invested in the BGC Partners Stock Portfolio on the Spin Date had an interest in the Newmark Fund based upon their relative investment in the BGC Partners Stock Portfolio on the Spin Date. While each participant with an interest in the Newmark Fund had the right to liquidate their investment in the Newmark Fund (pursuant to the rules and procedures established by the Administrative Committee), no new investments could be made in the Newmark Fund. No dividends paid on the Newmark common stock in the Newmark Fund could be reinvested in additional interests in the Newmark Fund. Such dividends were invested in the Brinker ETF Strategy, until such time as the participant modified their investment direction. Per the Eighth Plan amendment dated November 27, 2019, participants in the Newmark Fund had to liquidate their holdings in the Newmark Fund and redirect their funds to another investment fund by the Newmark Plan Spin-off Date.
Newmark Fund Sunset — Effective on the Newmark Plan Spin-off Date, the Trustee liquidated all remaining assets in the Newmark Fund held by BGC Participants. The proceeds of the liquidation of the Newmark Fund were allocated on a pro rata basis to the accounts of BGC Participants who were invested in the Newmark Fund immediately prior to the Newmark Plan Spin-off Date, based upon each BGC Participant’s relative investment in the Newmark Fund immediately prior to the Newmark Plan Spin-off Date. All proceeds were invested in the Brinker ETF Strategy, until such time as the participant modified their investment direction. The Newmark Fund in the accounts of Newmark Participants was spun off to the Newmark 401(k) Plan on the Newmark Plan Spin-off Date.
Newmark Participants — Newmark participants continued to participate in the Plan after the Spin Date, however, they could no longer invest contributions in the BGC Partners Stock Portfolio. With respect to Newmark participants, no dividends paid on the BGC Partners common stock in the BGC Partners Stock Portfolio after the Spin Date were reinvested in additional interests in the BGC Partners Stock Portfolio. Such dividends were invested in the Brinker ETF Strategy, until such time as the participant modified their investment direction. Newmark adopted its own retirement plan for the Newmark participants effective upon the close of business on the Newmark Plan Spin-off Date. Effective as of the Newmark Plan Spin-off Date, Newmark Participants ceased to participate in the Plan, and became a participant in the Newmark 401(k) Plan.
Participant and Company Contributions — Eligible employees may elect to contribute from 1% to 80% of their compensation to the Plan in the form of pre-tax contributions, Roth contributions, and/or after-tax contributions. The combined amount of a participant’s pre-tax and Roth contributions may not exceed a statutory limit ($19,500 for 2020 and $19,000 for 2019, subject to adjustment in future years for cost-of-living increases in accordance with the Internal Revenue Code (“IRC” or the “Code”)). The Plan permits rollover contributions, the majority of which are due to acquisitions, and permits participants age 50 and over to make catch-up contributions of up to $6,500 for 2020 and $6,000 for 2019. In addition, there are other limitations set forth in the IRC, which the Plan must satisfy. Contributions exceeding the limit will be refunded to the participants. There were no contributions in excess of IRC limitation refunded to Plan participants related to the 2020 Plan year. Contributions, amounting to $29,908, which were in excess of IRC limitations related to the 2019 Plan year, were refunded to the participants by June 4, 2020. Excess contributions are recorded as a liability within the Statements of Net Assets Available for Benefits.
Certain eligible employees that are covered by a real estate and facilities management agreement between the Company and a client of the Company (“Client-Site Agreement”) are entitled to matching contributions into the Plan. The matching contributions are funded by the client of the Company as the principal duties of the employee consist of performing services for the client.
Investment Options — Participants direct the investment of their contributions into the various investment options offered by the Plan. As of December 31, 2020, investment options include various mutual funds, Exchange Traded Funds (“ETFs”), a demand deposit account, a collective trust, and the BGC Partners Stock Portfolio (elections to invest in the BGC Partners Stock Portfolio are available to BGC Partners employees only, and are subject to BGC Partners’ employee trading policies).
The BGC Partners Stock Portfolio is primarily composed of the BGC Partners, Inc. Class A common stock and cash. The cash component generally represents approximately 3% of the total fund and provides the fund liquidity for participant redemptions. Participants purchase units of participation in the BGC Partners Stock Portfolio based on their contributions to such fund along with income that the fund may earn, less distributions made to the Plan’s participants. The BGC Partners Stock Portfolio is considered a level 1 investment within the fair value hierarchy. The Plan does not limit the amount a participant can invest in the BGC Partners Stock Portfolio.
Each participant is entitled to exercise voting rights attributable to the shares allocated to their account and is notified by the Plan’s Trustee prior to the time that such rights may be exercised. The Trustee is not permitted to vote any allocated shares for which instructions have not been given by a participant. Participants have the same voting rights in the event of a tender offer.
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On the first day of the month following their hire dates, eligible employees have the right to participate in the Plan. One month after the date of eligibility, employees who have neither submitted elections to participate, nor declined to participate in the Plan are auto-enrolled in the Plan by the Company at a rate of 6% of compensation. These deferrals are invested in the Brinker ETF Strategy based on the participant’s age.
Vesting — Substantially all participants are immediately and fully vested in their elective deferrals, qualified non-elective contributions, rollover contributions, matching contributions covered by a Client-Site Agreement and investment earnings (losses) thereon. Certain participants that joined the Plan through acquisitions had legacy matching contributions, with vesting schedules, which are subject to potential forfeiture.
Forfeitures — Certain contributions are subject to forfeiture as described in “Vesting” above. If a participant’s employment terminates before the employer contribution becomes fully vested, the unvested portion of his or her account is forfeited. In addition, in accordance with the amendment adopted by the Plan on September 7, 2018, if a required minimum distribution payment is returned to the Plan and the Employer or Administrative Committee has made reasonable efforts to locate the participant, spouse or beneficiary, and the participant, spouse or beneficiary has not been located, after six months the benefits of the participant may be forfeited. Forfeitures are available to pay administrative expenses. As of December 31, 2020 and 2019, forfeited accounts totaled $23,151 and $6,722, respectively.
Participant Accounts — Individual accounts are maintained for each Plan participant. Each participant’s account is credited with the participant’s contributions, any matching contributions and Plan earnings, and charged with withdrawals and allocable Plan losses and expenses (other than expenses paid by the Company). Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Distributions — Payment of benefits begins as soon as practicable following termination of employment. If a participant’s account balance is more than $1,000, no distribution will be made prior to normal retirement age (later of age 59 1/2 or completion of five years of service) without the participant’s written consent. Participants may elect to defer receipt until April 1 following the later of the calendar year in which the participant attains age 70 1/2 or the calendar year in which the participant terminates employment with the Company.
In-service withdrawals are available in certain limited circumstances, as defined by the Plan. Hardship withdrawals are allowed for participants incurring an immediate and heavy financial need, as defined by the Plan. Hardship withdrawals are strictly regulated by the Internal Revenue Service (“IRS”) and a participant must exhaust all available loan options and available distributions prior to requesting a hardship withdrawal.
The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law on March 27, 2020. Under the CARES Act, for eligible Plan participants, the Plan waived the early withdrawal penalty tax on early withdrawals up to $100,000 and also permitted qualified individuals to pay tax on the income from the distribution over three years and to repay the withdrawn amount back within three years. Under the Setting Every Community Up for Retirement Enhancement Act of 2019 (the “SECURE Act”), Plan participants could elect a special distribution, exempt from the early withdrawal penalty tax, of up to $5,000 from their retirement account within 12 months of the date of the birth or adoption of a child.
Notes Receivable From Participants — The minimum amount available to participants as a loan under the Plan is $500, and the maximum amount available will be the lesser of (i) $50,000 (reduced by a participant’s highest outstanding loan balance during the preceding 12 months), or (ii) 50% of the value of the vested portion of a participant’s account. Interest on the outstanding loans will be a commercially reasonable rate and the loans will have to be repaid within five years, except if the purpose of the loan is the purchase of a primary residence. All loans will become due and payable upon any separation from employment, other than a separation from employment on account of disability. Participant loans were $3,379,573 and $6,401,219 as of December 31, 2020 and 2019, respectively, and are included in Notes receivable from participants in the Statements of Net Assets Available for Benefits.
Pursuant to the CARES Act, the Plan increased the limits on loans for eligible coronavirus affected participants to the lesser of $100,000 or 100% of their account balances and allows repayments to be delayed for up to one year. In addition, Plan participants with an outstanding loan as of March 27, 2020, and through December 31, 2020, could delay repayment with respect to such loan for up to one year.
Risks and Uncertainties — The Plan provides for various investment options. Investment securities are exposed to various risks such as interest rate, market and credit risk. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that the risk factors could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and changes therein.
In March 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization. As a result of COVID-19, the Plan has implemented certain provisions offered under the CARES Act and the SECURE Act, which laws change the Plan to, among
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others, allow certain eligible individuals to receive coronavirus-related relief for loan repayment, delay the commencement date for required minimum distributions and permit distributions on account of the birth or adoption of a child. Written amendments to the Plan to reflect these operational changes were adopted on December 29, 2020, in accordance with applicable law and IRS guidance.
Plan Termination — Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its sponsorship of the Plan and to terminate the Plan at any time subject to the provisions of ERISA. In the event the Plan is terminated, employees will become 100% vested in their accounts.
2. | Summary of Significant Accounting Policies |
Basis of Accounting — The Plan’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Benefit Payments to Participants and Beneficiaries — Benefits are recorded when disbursed.
Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes thereof. Actual results could differ from the estimates and assumptions used. Estimates that are particularly susceptible to change include assumptions used in determining the fair value of investments.
Investment Valuation and Income Recognition — All of the Plan’s investments are stated at fair value. See Note 5—“Fair Value Measurements” for more information. Shares of registered investment companies are valued at quoted market prices, which represent the asset value of shares held by the Plan at year end. The BGC Partners Stock Portfolio is composed primarily of the BGC Partners, Inc. Class A common stock which is valued at its quoted market price at the end of the year (see Note 1— “Description of Plan” for more information). The Plan holds an investment in the Matrix Trust Retirement Cash Account, a demand deposit account. Cash deposits in the demand deposit account are eligible for FDIC insurance of up to the applicable limit per depositor. Interest payments for the demand deposit account are calculated using the average daily balance and credited to the demand deposit account on the first business day of the following month. The Plan also holds an investment in the Morley Stable Value Fund (“MSVF”), a collective trust. The collective trust fund is valued at net asset value (“NAV”) as determined by using estimated fair value. NAV is used as a practical expedient for fair value and is provided by the investment manager. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. Dividends and interest received by the Plan are reinvested into the respective funds.
Notes Receivable From Participants — The Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned, and is included in Other income in the Statements of Net Assets Available for Benefits. Related fees are recorded as administrative expenses and are recorded when they are incurred.
Excess Contributions Payable — Amounts payable to participants for contributions in excess of amounts allowed by the IRS are recorded as a liability with a corresponding reduction to contributions. There were no excess contributions distributed to the Plan participants related to the 2020 Plan year. See “Participant and Company Contributions” in Note 1—“Description of Plan” for more information.
Management Fees and Operating Expenses — Management fees and operating expenses charged to the Plan for investments in the mutual funds are deducted from the mutual fund on a daily basis and are not reflected separately. Management fees and operating expenses for the privately managed funds are accrued on a daily basis and are reflected in the daily unitized price and are paid on a quarterly basis. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments. Fees charged by the Plan recordkeeper, the trustee and the investment advisor are included in Administrative expenses in the Statement of Changes in Net Assets Available for Benefits.
Cash and Cash Equivalents — Cash and cash equivalents include cash and short-term interest-bearing investments with initial maturities of three months or less. Such amounts, which are recorded at cost plus accrued interest, generally represent participant contributions that are held in money market accounts pending investment in participant-directed investments. Of the cash and cash equivalent balance held as of December 31, 2020 approximately $104 thousand was subsequently invested in participant-directed investments and the remaining cash resides in the BGC Partners Stock Portfolio for liquidity purposes.
Recent Accounting Pronouncements — In August 2018, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The ASU eliminates, amends and adds certain disclosure requirements for fair value measurements. The new standard became effective for the Company on January 1, 2020 and early adoption was permitted for eliminated and modified fair value measurement disclosures. As permitted by the transition guidance in the ASU, the Company early adopted the eliminated and
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modified disclosure requirements as of December 31, 2018 and adopted the remaining disclosure requirements effective January 1, 2020. The provisions of the standard did not have a material impact on the Plan’s fair value disclosures.
3. | Exempt Party-In-Interest Transactions |
Certain officers and employees of the Company, who are participants in the Plan, perform administrative services related to the operation, recordkeeping and financial reporting of the Plan. The Company, at its option, pays these and other administrative expenses on behalf of the Plan. The Plan would pay such expenses if the Company discontinued its practice of paying them.
AdvisorTrust is the trustee of the Plan, while Matrix Trust is the sub-custodian of the Plan’s assets. All funds are held at Matrix Trust. Matrix Trust manages the BGC Partners Stock Portfolio, and the BGC Partners Stock Portfolio Money Market Deposit Account. All other funds are managed by the respective fund companies via a portfolio manager. AdvisorTrust oversees the holdings and is responsible for reporting and all other custodial duties.
On April 17, 2020, CastleOak ceased to be an Affiliate of the Company (see Note 1—“Description of Plan” for more information). CastleOak established their own retirement plan (“CastleOak 401(k) Plan”), which became effective on August 1, 2020. On September 10, 2020, $5.0 million of net assets were transferred out of the Plan and into the CastleOak 401(k) Plan.
On November 1, 2020, the Newmark 401(k) Plan was established and during November, all accounts and assets held by Newmark Participants were spun-off from the Plan and transferred to the Newmark 401(k) Plan (see Note 1—“Description of Plan” for more information). The BGC Partners Stock Portfolio was valued at $5.2 million and $6.8 million as of December 31, 2020 and 2019, respectively. The Newmark Fund was valued at $4.9 million as of December 31, 2019. The BGC Partners Stock Portfolio comprised approximately 2% of net assets as of December 31, 2020. The total of the BGC Partners Stock Portfolio and Newmark Fund comprised approximately 3% of net assets as of December 31, 2019. The net assets of the Plan invested in Matrix Trust money market deposit accounts was $17.4 million as of December 31, 2020. The net assets of the Plan invested in the TD Ameritrade Money Market Deposit account was $0.4 million as of December 31, 2019.
Although these transactions qualify as party-in-interest transactions, they are specifically exempt in accordance with certain U.S. Department of Labor (“DOL”) Prohibited Transaction Class Exemptions.
4. | Income Tax Status of Plan |
The Plan has received a determination letter from the IRS dated March 20, 2014, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the “Code”) and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended. The Plan is required to operate in conformity with the Code to maintain its qualified status. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt.
U.S. GAAP requires plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. Plan management has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2020 and 2019, there were no uncertain positions taken or expected to be taken. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
5. | Fair Value Measurements |
The FASB guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under the FASB guidance are as follows:
| • | Level 1 measurements—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. |
| • | Level 2 measurements—Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly. |
| • | Level 3 measurements—Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. |
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Investments that were measured at NAV as a practical expedient are not classified in the fair value hierarchy.
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The following table sets forth by level within the fair value hierarchy the fair value of the Plan’s investments as of December 31, 2020.
| | Investments at Fair Value as of December 31, 2020 | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Mutual funds | | $ | 226,660,625 | | | $ | — | | | $ | — | | | $ | 226,660,625 | |
Exchange traded funds | | | 83,902,590 | | | | — | | | | — | | | | 83,902,590 | |
Demand deposit account(a) | | | 17,263,704 | | | | | | | | | | | | 17,263,704 | |
BGC Partners Stock Portfolio (excludes cash component) | | | 4,951,577 | | | | — | | | | — | | | | 4,951,577 | |
Total assets in the fair value hierarchy | | $ | 332,778,496 | | | $ | — | | | $ | — | | | | 332,778,496 | |
Investments measured at net asset value as a practical expedient: | | | | | | | | | | | | | | | | |
Collective trust(b) | | | | | | | | | | | | | | | 5,158,184 | |
Total investments at fair value | | | | | | | | | | | | | | $ | 337,936,680 | |
(a) | Valued at outstanding balance plus accrued interest, which approximates fair value. |
(b) | Valued at the net asset value. NAV is used as a practical expedient for fair value and is provided by the investment manager. |
The following table sets forth by level within the fair value hierarchy the fair value of the Plan’s investments as of December 31, 2019.
| | Investments at Fair Value as of December 31, 2019 | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Mutual funds | | $ | 285,577,124 | | | $ | — | | | $ | — | | | $ | 285,577,124 | |
Exchange traded funds | | | 136,221,211 | | | | — | | | | — | | | | 136,221,211 | |
Demand deposit account(a) | | | 20,785,116 | | | | | | | | | | | | 20,785,116 | |
BGC Partners Stock Portfolio (excludes cash component) | | | 6,781,977 | | | | — | | | | — | | | | 6,781,977 | |
Newmark Fund (excludes cash component)(b) | | | 4,903,626 | | | | — | | | | — | | | | 4,903,626 | |
Total assets in the fair value hierarchy | | $ | 454,269,054 | | | $ | — | | | $ | — | | | | 454,269,054 | |
Investments measured at net asset value as a practical expedient: | | | | | | | | | | | | | | | | |
Collective trust(c) | | | | | | | | | | | | | | | 5,406,980 | |
Total investments at fair value | | | | | | | | | | | | | | $ | 459,676,034 | |
(a) Valued at outstanding balance plus accrued interest, which approximate fair value.
(b) | See Note 1—“Description of Plan” for more information about the Newmark Fund. |
(c) | Valued at the net asset value. NAV is used as a practical expedient for fair value and is provided by the investment manager. |
There have been no significant changes in the valuation techniques during the year ended December 31, 2020.
Where quoted market prices are available in an active market, investments are classified within Level 1 of the valuation hierarchy. Level 1 investments include common stock, ETFs and mutual funds. ETFs and mutual funds are valued at the daily closing price as reported by the fund. They are open-ended and registered with the SEC and deemed to be actively traded. Investments in the BGC Partners common stock fund and the Newmark Fund are valued at the closing price reported on NASDAQ.
The Plan holds an investment in the MSVF, a collective trust. The MSVF seeks to be low risk and provide preservation of capital, relatively consistent returns, and liquidity for benefit-responsive participant payments. The MSVF invests in a variety of high quality stable value investment contracts, wrap contracts, and cash and cash equivalents. The collective trust fund is valued using NAV as a practical expedient for fair value and is provided by the investment manager. There are no redemption restrictions on Plan participants daily transactions with the MSVF.
11
6. | Reconciliation of Financial Statements to the Form 5500 |
The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2020 and 2019, respectively, to the Form 5500:
| | December 31, | |
| | 2020 | | | 2019 | |
Net assets available for benefits per the financial statements | | $ | 342,161,996 | | | $ | 468,152,359 | |
Less: Benefit claims payable | | | — | | | | 733,124 | |
Net assets available for benefits per the Form 5500 | | $ | 342,161,996 | | | $ | 467,419,235 | |
The following is a reconciliation of distributions to participants per the financial statements for the year ended December 31, 2020 to the Form 5500:
| | Year Ended December 31, 2020 | |
Distributions to participants per the financial statements | | $ | 55,197,712 | |
Less: Amounts allocated to withdrawing participants in prior year | | | 733,124 | |
Distributions to participants per the Form 5500 | | $ | 54,464,588 | |
Benefit claims payable to participants are recorded on the Form 5500 for benefits claims that have been processed and approved for payment prior to year-end but not paid as of that date.
12
SUPPLEMENTAL SCHEDULE
BGC Partners, Inc. Deferral Plan for Employees of BGC Partners, Inc., Cantor Fitzgerald, L.P. and Their Affiliates
Plan Number 001
Employer Identification Number (EIN) 13-3680189
Form 5500, Schedule H, Part IV, Line 4i—Schedule of Assets (Held at End of Year)
As of December 31, 2020
(a) | (b) | | (c) | | (d) | | | (e) | |
| Identity of Issue, Borrower, Lessor or Similar Party | | Description of Investment | | Cost** | | | Current Value | |
| Cash and Cash Equivalents | | | | | | | | | | |
| First American Government Obligations Fund Z | | Cash Equivalent | | | — | | | $ | 199,717 | |
* | Matrix Trust Cash Account | | Cash Equivalent | | | — | | | | 103,633 | |
| | | | | | | | | | 303,350 | |
| | | | | | | | | | | |
| Participant-Directed Investments | | | | | | | | | | |
| American Funds Europacific Growth Fund Class R-6 | | Registered Investment Co. | | | — | | | | 11,583,513 | |
| American Funds The Growth Fund of America Class R-6 | | Registered Investment Co. | | | — | | | | 13,861,484 | |
| American Funds The Income Fund of America Class R-6 | | Registered Investment Co. | | | — | | | | 6,125,360 | |
| Baron Emerging Markets Fund Institutional Class | | Registered Investment Co. | | | — | | | | 3,426,187 | |
* | BGC Partners Inc Stock Portfolio | | Unitized Portfolio Account | | | — | | | | 4,951,577 | |
| Columbia Select Large Cap Growth Fund Class A | | Registered Investment Co. | | | — | | | | 8,909,461 | |
| Delaware Value Fund Value Class R-6 | | Registered Investment Co. | | | — | | | | 1,847,986 | |
| Dodge & Cox Stock Fund | | Registered Investment Co. | | | — | | | | 18,806,800 | |
| Doubleline Low Duration Emerging Markets Fixed Income | | Registered Investment Co. | | | — | | | | 1,355,369 | |
| Doubleline Total Return Bond Fund Class I | | Registered Investment Co. | | | — | | | | 18,739,023 | |
| Doubleline Total Return Bond Fund Class N | | Registered Investment Co. | | | — | | | | 24,759 | |
| Driehaus Event Driven Fund | | Registered Investment Co. | | | — | | | | 2,410,660 | |
| Direhaus Small Cap Growth Institutional | | Registered Investment Co. | | | — | | | | 3,783,912 | |
| Fidelity Capital & Income Fund | | Registered Investment Co. | | | — | | | | 3,920,288 | |
| Fidelity Contrafund | | Registered Investment Co. | | | — | | | | 15,101,404 | |
| Fidelity Low-Priced Stock Fund | | Registered Investment Co. | | | — | | | | 4,788,974 | |
| First Eagle Overseas Fund Class R6 | | Registered Investment Co. | | | — | | | | 2,738,634 | |
| iShares Core 1-5 Year USD Bond ETF | | Registered Investment Co. | | | — | | | | 779,388 | |
| iShares Core MSCI Emerging Markets ETF | | Registered Investment Co. | | | — | | | | 3,027,721 | |
| iShares Core MSCI Total Insitutional Stock ETF | | Registered Investment Co. | | | — | | | | 13,442,944 | |
| iShares Core US Aggregate Bond ETF | | Registered Investment Co. | | | — | | | | 11,779,927 | |
| iShares Core US REIT ETF | | Registered Investment Co. | | | — | | | | 3,325,907 | |
| iShares Nasdaq Biotechnology ETF | | Registered Investment Co. | | | — | | | | 961,622 | |
| iShares North American Natural Resources ETF | | Registered Investment Co. | | | — | | | | 2,557,048 | |
| JPMorgan Strategic Income Opportunities Fund R5 | | Registered Investment Co. | | | — | | | | 1,829,933 | |
* | Matrix Trust Retirement Cash Account | | Cash Equivalent | | | — | | | | 17,263,704 | |
| Morley Stable Value Fund | | Common Collective Trust | | | — | | | | 5,158,184 | |
| Riverpark Strategic Income Fund Institutional Class | | Registered Investment Co. | | | — | | | | 2,840,906 | |
| T. Rowe Price International Stock Fund I | | Registered Investment Co. | | | — | | | | 3,071,521 | |
| Undiscovered Managers Behavioral Value Fund Class R-6 | | Registered Investment Co. | | | — | | | | 935,402 | |
| Vanguard Health Care Fund Admiral Shares | | Registered Investment Co. | | | — | | | | 13,942,373 | |
| Vanguard Institutional Index Fund Institutional Shares | | Registered Investment Co. | | | — | | | | 32,587,390 | |
| Vanguard Mid-Cap Index Fund Admiral Shares | | Registered Investment Co. | | | — | | | | 14,204,229 | |
| Vanguard Short-Term Treasury Admiral Shares | | Registered Investment Co. | | | — | | | | 6,179,841 | |
| Vanguard Small-Cap Index Fund Admiral Shares | | Registered Investment Co. | | | — | | | | 13,232,425 | |
| Vanguard Total Bond Market Index Fund Admiral Shares | | Registered Investment Co. | | | — | | | | 2,975,819 | |
| Vanguard Total Stock Market ETF | | Registered Investment Co. | | | — | | | | 48,028,033 | |
| Vanguard Total Stock Market Index Fund Admiral Shares | | Registered Investment Co. | | | — | | | | 9,743,930 | |
| Wasatch International Opportunities Institutional | | Registered Investment Co. | | | — | | | | 3,719,125 | |
| Wells Fargo Special Mid Cap Value Institutional | | Registered Investment Co. | | | — | | | | 3,973,917 | |
| | | | | | | | | | 337,936,680 | |
| | | | | | | | | | | |
* | Participant Loans | | Participants Loans (1) | | | | | | | 3,379,573 | |
| | | | | | | | | $ | 341,619,603 | |
* | Party-in-interest as defined by ERISA. |
** | Cost information is not required for participant-directed investments and is therefore not included. |
(1) | Maturing 2021 to 2050 at interest rates of 3.25% to 10.00%. |
13
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrator of the BGC Partners, Inc. Deferral Plan for Employees of BGC Partners, Inc., Cantor Fitzgerald, L.P. and Their Affiliates has duly caused this annual report for the fiscal year ended December 31, 2020 to be signed on its behalf by the undersigned hereunto duly authorized.
| |
BGC PARTNERS, INC. DEFERRAL PLAN FOR EMPLOYEES OF BGC PARTNERS, INC., CANTOR FITZGERALD, L.P. AND THEIR AFFILIATES |
| |
By: | /s/ Steven Bisgay |
Name: | Steven Bisgay |
Title: | Chief Financial Officer |
| BGC Partners, Inc. |
Date: June 25, 2021
14
EXHIBIT INDEX
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