e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2010
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-33280
HFF, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State of Incorporation)
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51-0610340
(I.R.S. Employer Identification No.) |
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One Oxford Centre
301 Grant Street, Suite 600
Pittsburgh, Pennsylvania
(Address of Principal Executive Offices)
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15219
(Zip code) |
(412) 281-8714
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes
o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller Reporting Company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
Number of shares of Class A common stock, par value $0.01 per share, of the registrant
outstanding as of April 30, 2010 was 19,211,295 shares.
HFF, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
March 31, 2010
2
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements, which reflect our
current views with respect to, among other things, our operations and financial performance. You
can identify these forward-looking statements by the use of words such as outlook, believes,
expects, potential, continues, may, will, should, seeks, approximately, predicts,
intends, plans, estimates, anticipates or the negative version of these words or other
comparable words. Such forward-looking statements are subject to various risks and uncertainties.
Accordingly, there are or will be important factors that could cause actual outcomes or results to
differ materially from those indicated in these statements. We believe these factors include, but
are not limited to, those described under Risk Factors. These factors should not be construed as
exhaustive and should be read in conjunction with the other cautionary statements that are included
in this Quarterly Report on Form 10-Q. We undertake no obligation to publicly update or review any
forward-looking statement, whether as a result of new information, future developments or
otherwise.
SPECIAL NOTE REGARDING THE REGISTRANT
In connection with our initial public offering of our Class A common stock in February 2007,
we effected a reorganization of our business, which had previously been conducted through HFF
Holdings LLC (HFF Holdings) and certain of its wholly-owned subsidiaries, including Holliday
Fenoglio Fowler, L.P. and HFF Securities L.P. (together, the Operating Partnerships) and Holliday
GP Corp. (Holliday GP). In the reorganization, HFF, Inc., a newly-formed Delaware corporation,
purchased from HFF Holdings all of the shares of Holliday GP, which is the sole general partner of
each of the Operating Partnerships, and approximately 45% of the partnership units in each of the
Operating Partnerships (including partnership units in the Operating Partnerships held by Holliday
GP) in exchange for the net proceeds from the initial public offering and one share of Class B
common stock of HFF, Inc. Following this reorganization and as of the closing of the initial public
offering on February 5, 2007, HFF, Inc. is a holding company holding partnership units in the
Operating Partnerships and all of the outstanding shares of Holliday GP. HFF Holdings and HFF,
Inc., through their wholly-owned subsidiaries, are the only limited partners of the Operating
Partnerships. We refer to these transactions collectively in this Quarterly Report on Form 10-Q as
the Reorganization Transactions. Unless we state otherwise, the information in this Quarterly
Report on Form 10-Q gives effect to these Reorganization Transactions.
Unless the context otherwise requires, references to (1) HFF Holdings refer solely to HFF
Holdings LLC, a Delaware limited liability company that was previously the holding company for our
consolidated subsidiaries, and not to any of its subsidiaries, (2) HFF LP refer to Holliday
Fenoglio Fowler, L.P., a Texas limited partnership, (3) HFF Securities refer to HFF Securities
L.P., a Delaware limited partnership and registered broker-dealer, (4) Holliday GP refer to
Holliday GP Corp., a Delaware corporation and the general partner of HFF LP and HFF Securities, (5)
Partnership Holdings refer to HFF Partnership Holdings LLC, a Delaware limited liability company
and a wholly-owned subsidiary of HFF, Inc. and (6) Holdings Sub refer to HFF LP Acquisition LLC,
a Delaware limited liability company and wholly-owned subsidiary of HFF Holdings. Our business
operations are conducted by HFF LP and HFF Securities which are sometimes referred to in this
Quarterly Report on Form 10-Q as the Operating Partnerships. Also, except where specifically
noted, references in this Quarterly Report on Form 10-Q to the Company, we or us mean HFF,
Inc., a Delaware corporation and its consolidated subsidiaries, after giving effect to the
Reorganization Transactions.
3
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
HFF, Inc.
Consolidated Balance Sheets
(Dollars in Thousands)
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March 31, |
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December 31, |
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2010 |
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2009 |
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(unaudited) |
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(audited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
38,870 |
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$ |
40,931 |
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Restricted cash (Note 7) |
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143 |
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143 |
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Accounts receivable |
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1,503 |
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569 |
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Mortgage notes receivable (Note 8) |
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7,100 |
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38,800 |
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Prepaid taxes |
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249 |
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250 |
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Prepaid expenses and other current assets |
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1,185 |
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1,250 |
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Deferred tax asset, net |
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319 |
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515 |
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Total current assets, net |
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49,369 |
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82,458 |
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Property and equipment, net (Note 4) |
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3,951 |
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4,171 |
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Deferred tax asset |
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128,469 |
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123,564 |
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Goodwill |
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3,712 |
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3,712 |
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Intangible assets, net (Note 5) |
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9,348 |
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9,327 |
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Other noncurrent assets |
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412 |
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412 |
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Total Assets |
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$ |
195,261 |
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$ |
223,644 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Current portion of long-term debt (Note 7) |
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$ |
166 |
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$ |
152 |
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Warehouse line of credit (Note 8) |
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7,100 |
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38,800 |
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Accrued compensation and related taxes |
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4,217 |
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5,112 |
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Accounts payable |
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502 |
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866 |
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Payable to affiliate (Note 16) |
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50 |
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54 |
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Other current liabilities |
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2,002 |
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2,719 |
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Total current liabilities |
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14,037 |
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47,703 |
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Deferred rent credit |
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3,121 |
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3,238 |
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Payable under the tax receivable agreement (Note 12) |
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109,758 |
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105,521 |
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Other long-term liabilities |
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46 |
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54 |
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Long-term debt, less current portion (Note 7) |
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142 |
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123 |
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Total liabilities |
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127,104 |
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156,639 |
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Stockholders equity: |
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Class A common stock, par value $0.01 per share, 175,000,000 authorized; 19,055,780 and
17,263,281 shares issued, respectively; 18,956,054 and 17,183,232 shares outstanding,
respectively |
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190 |
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172 |
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Class B common stock, par value $0.01 per share, 1 share authorized, and 1 share outstanding |
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Treasury stock, 99,726 and 80,049 shares at cost, respectively |
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(296 |
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(173 |
) |
Additional paid-in-capital |
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31,565 |
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28,498 |
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Retained earnings |
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11,927 |
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12,004 |
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Total parent stockholders equity |
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43,386 |
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40,501 |
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Noncontrolling interest (Note 13) |
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24,771 |
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26,504 |
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Total equity |
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68,157 |
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67,005 |
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Total liabilities and stockholders equity |
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$ |
195,261 |
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$ |
223,644 |
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See accompanying notes to the consolidated financial statements.
4
HFF, Inc.
Consolidated Statement of Income
(Dollars in Thousands, except per share data)
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Three Months Ending March 31, |
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2010 |
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2009 |
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Revenues |
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Capital markets services revenue |
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$ |
18,759 |
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$ |
11,870 |
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Interest on mortgage notes receivable |
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423 |
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550 |
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Other |
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231 |
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808 |
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19,413 |
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13,228 |
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Expenses |
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Cost of services |
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12,050 |
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10,689 |
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Personnel |
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2,253 |
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2,027 |
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Occupancy |
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1,740 |
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1,841 |
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Travel and entertainment |
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903 |
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1,015 |
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Supplies, research, and printing |
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403 |
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745 |
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Insurance |
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512 |
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502 |
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Professional fees |
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717 |
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754 |
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Depreciation and amortization |
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923 |
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856 |
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Interest on warehouse line of credit |
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221 |
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213 |
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Other operating |
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702 |
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709 |
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20,424 |
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19,351 |
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Operating loss |
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(1,011 |
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(6,123 |
) |
Interest and other income, net |
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1,739 |
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413 |
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Interest expense |
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(26 |
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(6 |
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(Increase) / decrease in payable under the tax receivable agreement |
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(8 |
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Income / (loss) before income taxes |
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694 |
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(5,716 |
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Income tax (benefit) / expense |
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146 |
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(810 |
) |
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Net income / (loss) |
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548 |
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(4,906 |
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Net income / (loss) attributable to noncontrolling interest |
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625 |
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(2,863 |
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Net loss attributable to controlling interest |
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$ |
(77 |
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$ |
(2,043 |
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Earnings per share Basic and Diluted |
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Net loss attributable to controlling interest Basic |
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$ |
(0.00 |
) |
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$ |
(0.12 |
) |
Net loss attributable to controlling interest Diluted |
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$ |
(0.00 |
) |
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$ |
(0.12 |
) |
See accompanying notes to the consolidated statements.
5
HFF, Inc.
Consolidated Statements of Stockholders Equity
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Controlling Interest |
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Common Stock |
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Treasury Stock |
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Additional |
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Paid in |
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Retained |
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Noncontrolling |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Earnings |
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Interest |
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Equity |
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Stockholders equity, December
31, 2009 |
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17,183,232 |
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$ |
172 |
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80,049 |
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$ |
(173 |
) |
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$ |
28,498 |
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$ |
12,004 |
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$ |
26,504 |
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$ |
67,005 |
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Stock compensation and other, net |
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124 |
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124 |
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Issuance of Class A common stock |
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1,792,499 |
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18 |
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2,340 |
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(2,358 |
) |
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Repurchase of Class A common stock |
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(19,677 |
) |
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( |
) |
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19,677 |
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(123 |
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(123 |
) |
Record the adjustment to give
effect of the tax receivable
agreement with HFF Holdings |
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603 |
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603 |
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Distributions |
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Net income |
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(77 |
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625 |
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|
548 |
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Stockholders equity, March 31, 2010 |
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18,956,054 |
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$ |
190 |
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99,726 |
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$ |
(296 |
) |
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$ |
31,565 |
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|
$ |
11,927 |
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$ |
24,771 |
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$ |
68,157 |
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Controlling Interest |
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Common Stock |
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Treasury Stock |
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Additional |
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Paid in |
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Retained |
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Noncontrolling |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Earnings |
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Interest |
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Equity |
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Stockholders equity, December
31, 2008 |
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16,446,480 |
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$ |
164 |
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$ |
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$ |
26,206 |
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$ |
12,756 |
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$ |
26,500 |
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|
$ |
65,626 |
|
Stock compensation and other, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
420 |
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|
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|
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|
|
|
|
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|
420 |
|
Issuance of Class A common stock |
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|
158,991 |
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|
2 |
|
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|
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2 |
|
Repurchase of Class A common stock |
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|
(79,263 |
) |
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(1 |
) |
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79,263 |
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|
(173 |
) |
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|
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|
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(174 |
) |
Distributions |
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|
|
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|
(15 |
) |
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|
(15 |
) |
Net loss |
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|
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|
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|
|
|
|
|
|
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(2,043 |
) |
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|
(2,863 |
) |
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|
(4,906 |
) |
|
|
|
Stockholders equity, March 31, 2009 |
|
|
16,526,208 |
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|
$ |
165 |
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|
79,263 |
|
|
$ |
(173 |
) |
|
$ |
26,626 |
|
|
$ |
10,713 |
|
|
$ |
23,622 |
|
|
$ |
60,953 |
|
|
|
|
See accompanying notes to the consolidated financial statements.
6
HFF, Inc.
Consolidated Statements of Cash Flows
(Dollars In Thousands)
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Three Months Ended March 31 |
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|
2010 |
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|
2009 |
|
Operating activities |
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|
Net income / (loss) |
|
$ |
548 |
|
|
$ |
(4,906 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Stock based compensation |
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|
124 |
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|
420 |
|
Deferred taxes |
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|
122 |
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|
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(831 |
) |
Increase in payable under the tax receivable agreement |
|
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8 |
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|
Depreciation and amortization: |
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|
|
|
|
|
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Property and equipment |
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|
337 |
|
|
|
360 |
|
Intangibles |
|
|
579 |
|
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|
496 |
|
Gain on sale or disposition of assets |
|
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(870 |
) |
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(274 |
) |
Mortgage service rights assumed, net |
|
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(267 |
) |
|
|
(29 |
) |
Proceeds from sale of mortgage servicing rights |
|
|
529 |
|
|
|
|
|
Increase (decrease) in cash from changes in: |
|
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|
|
|
|
|
|
Restricted cash |
|
|
|
|
|
|
23 |
|
Accounts receivable |
|
|
(934 |
) |
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|
183 |
|
(Receivable from) /payable to affiliates |
|
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(4 |
) |
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|
(35 |
) |
Payable under the tax receivable agreement |
|
|
|
|
|
|
|
|
Deferred taxes, net |
|
|
|
|
|
|
|
|
Mortgage notes receivable |
|
|
31,700 |
|
|
|
(101,450 |
) |
Net borrowings on warehouse line of credit |
|
|
(31,700 |
) |
|
|
101,450 |
|
Prepaid taxes, prepaid expenses and other current assets |
|
|
66 |
|
|
|
1,873 |
|
Other noncurrent assets |
|
|
|
|
|
|
21 |
|
Accrued compensation and related taxes |
|
|
(895 |
) |
|
|
(2,143 |
) |
Accounts payable |
|
|
(364 |
) |
|
|
295 |
|
Other accrued liabilities |
|
|
(717 |
) |
|
|
609 |
|
Other long-term liabilities |
|
|
(140 |
) |
|
|
(138 |
) |
|
|
|
Net cash used in operating activities |
|
|
(1,878 |
) |
|
|
(4,076 |
) |
Investing activities |
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(16 |
) |
|
|
(10 |
) |
|
|
|
Net cash used in investing activities |
|
|
(16 |
) |
|
|
(10 |
) |
Financing activities |
|
|
|
|
|
|
|
|
Payments on long-term debt |
|
|
(44 |
) |
|
|
(22 |
) |
Issuance of common stock |
|
|
|
|
|
|
1 |
|
Treasury stock |
|
|
(123 |
) |
|
|
(173 |
) |
Distributions to noncontrolling interest |
|
|
|
|
|
|
(15 |
) |
|
|
|
Net cash used in financing activities |
|
|
(167 |
) |
|
|
(209 |
) |
|
|
|
Net decrease in cash |
|
|
(2,061 |
) |
|
|
(4,295 |
) |
Cash and cash equivalents, beginning of period |
|
|
40,931 |
|
|
|
37,028 |
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
38,870 |
|
|
$ |
32,733 |
|
|
|
|
See accompanying notes to the consolidated financial statements.
7
HFF, Inc.
Notes to Consolidated Financial Statements
1. Organization and Basis of Presentation
Organization
HFF, Inc., through its Operating Partnerships, Holliday Fenoglio Fowler, L.P., a Texas limited
partnership (HFF LP), and HFF Securities L.P., a Delaware limited partnership and registered
broker-dealer (HFF Securities and together with HFF LP, the Operating Partnerships), is a
commercial real estate financial intermediary that provides commercial real estate and capital
markets services including debt placement, investment sales, structured finance and private equity
placements, investment banking and advisory services, loan sales and loan sale advisory services,
commercial loan servicing and commercial real estate advice through its 17 offices in the United
States.
Offering and Reorganization
HFF, Inc., a Delaware corporation (together with Holliday GP and the Operating Partnerships,
collectively referred to as the Company), was formed in November 2006 in connection with a
proposed initial public offering of its Class A common stock. On November 9, 2006, HFF, Inc. filed
a registration statement on Form S-1 with the United States Securities and Exchange Commission (the
SEC) relating to a proposed underwritten initial public offering of 14,300,000 shares of Class A
common stock of HFF, Inc. (the Offering). On January 30, 2007, the SEC declared the registration
statement on Form S-1 effective and the Company priced 14,300,000 shares for the initial public
offering at a price of $18.00 per share. On January 31, 2007, the Companys common stock began
trading on the New York Stock Exchange under the symbol HF.
The proceeds of the public offering were used to purchase from HFF Holdings all of the shares of
Holliday GP and purchase from HFF Holdings partnership units representing approximately 39% of each
of the Operating Partnerships (including partnership units in the Operating Partnerships held by
Holliday GP).
On February 21, 2007, the underwriters exercised their option to purchase an additional 2,145,000
shares of Class A common stock (15% of original issuance) at $18.00 per share. These proceeds were
used to purchase HFF Holdings partnership units representing approximately 6.0% of each of the
Operating Partnerships. The Company did not retain any of the proceeds from the Offering.
In addition to cash received for its sale of all of the shares of Holliday GP and approximately 45%
of partnership units of each of the Operating Partnerships (including partnership units in the
Operating Partnerships held by Holliday GP), HFF Holdings also received an exchange right that
permits HFF Holdings to exchange interests in the Operating Partnerships for shares of (i) HFF,
Inc.s Class A common stock (the Exchange Right) and (ii) rights under a tax receivable agreement
between the Company and HFF Holdings. See Notes 13 and 12 for further discussion of the Exchange
Right held by the noncontrolling interest holder and the tax receivable agreement, respectively.
As a result of the reorganization, the Company became a holding company through a series of
transactions pursuant to a sale and purchase agreement. Pursuant to the Offering and
reorganization, HFF, Inc.s sole assets are through its wholly-owned subsidiary HFF Partnership
Holdings, LLC, a Delaware limited liability company (Partnership Holdings), partnership interests
in HFF LP and HFF Securities and all of the shares of Holliday GP. The transactions that occurred
in connection with the initial public offering and reorganization are referred to as the
Reorganization Transactions.
Basis of Presentation
The accompanying consolidated financial statements of HFF, Inc. as of March 31, 2010 and December
31, 2009 and for the quarters ended March 31, 2010 and March 31, 2009 include the accounts of HFF
LP, HFF Securities, and HFF, Inc.s wholly-owned subsidiaries, Holliday GP and Partnership
Holdings. All significant intercompany accounts and transactions have been eliminated.
The purchase of shares of Holliday GP and partnership units in each of the Operating Partnerships
are treated as a reorganization under common control for financial reporting purposes. HFF Holdings
owned 100% of Holliday GP, HFF LP Acquisition, LLC, a Delaware limited liability company (Holdings
Sub), and the Operating Partnerships prior to the Reorganization Transactions.
8
The initial purchase of shares of Holliday GP and the initial purchase of
units in the Operating Partnerships were accounted for at historical cost, with no change in basis
for financial reporting purposes. Accordingly, the net assets of HFF Holdings purchased by HFF,
Inc. are reported in the consolidated financial statements of HFF, Inc. at HFF Holdings historical
cost.
As the sole stockholder of Holliday GP (the sole general partner of the Operating Partnerships),
HFF, Inc. operates and controls all of the business and affairs of the Operating Partnerships. HFF,
Inc. consolidates the financial results of the Operating Partnerships, and the ownership interest
of HFF Holdings in the Operating Partnerships is treated as a noncontrolling interest in HFF,
Inc.s consolidated financial statements. HFF Holdings, through its wholly-owned subsidiary
(Holdings Sub), and HFF, Inc., through its wholly-owned subsidiaries (Partnership Holdings and
Holliday GP), are the only partners of the Operating Partnerships following the offering.
Reclassifications
Certain items in the consolidated financial statements of prior years have been reclassified to
conform to the current years presentation.
2. Summary of Significant Accounting Policies
These interim financial statements have been prepared in accordance with accounting principles
generally accepted in the United States (GAAP) for interim financial information, the
instructions to Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X and should be read
in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2009.
Accordingly, significant accounting policies and disclosures normally provided have been omitted as
such items are disclosed therein. In the opinion of management, all adjustments consisting of
normal and recurring entries considered necessary for a fair presentation of the results for the
interim periods presented have been included. The preparation of financial statements in conformity
with GAAP requires management to make estimates and assumptions that affect reported amounts in the
financial statements and accompanying notes. These estimates are based on information available as
of the date of the unaudited consolidated financial statements. Therefore, actual results could
differ from those estimates. Furthermore, operating results for the three months ended March 31,
2010 are not necessarily indicative of the results expected for the year ending December 31, 2010.
Transfers of Financial Assets
The Company is qualified with the Federal Home Loan Mortgage Corporation (Freddie Mac) as a Freddie
Mac Multifamily Program Plus® Seller/Servicer. Under this Program, the Company
originates mortgages based on commitments from Freddie Mac, and then sells the loans to Freddie Mac
typically within one month following the loan originations. The Company sells the entire loan to
Freddie Mac without recourse. The transfer of these financial assets qualify as sales under the
accounting standards for transfers and servicing of financial assets as the Company, as the
transferor, is transferring the entire financial asset represented by the loan, the transferred
assets are legally isolated from the Company upon the sale to Freddie Mac, Freddie Mac has the
right to pledge or exchange the loans, there is no constraint on Freddie Mac that provides any
benefit to the Company nor does the Company maintain control over the transferred financial assets
through its market-based servicing contracts, which is the Companys only form of continuing
involvement in the transferred loans. See notes 5 and 6 for further discussion on the valuation of
the mortgage servicing rights and impact on earnings during the period.
Recent Accounting Pronouncements
In June 2009, the FASB amended ASC 810, Amendments to FASB Interpretation No. 46(R) (ASC 810),
which requires an enterprise to perform an analysis to determine whether the enterprises variable
interest or interests give it a controlling financial interest in a variable interest entity. ASC
810 was effective for fiscal periods ending after December 15, 2009 and adopted by the Company on
January 1, 2010. The adoption of the guidance had no impact on the Companys consolidated
financial position and results of operations.
In June 2009, the FASB issued FAS No. 166, Accounting for Transfers of Financial Assets an
amendment of FASB Statement No. 140 (as codified in ASC topic 860, Transfers and Servicing (ASC
860)). This update to ASC 860 removes the concept of a qualifying special-purpose entity and
removes the exception from applying ASC 810 to qualifying special-purpose entities. ASC 860 was
9
effective for fiscal periods ending after November 15, 2009 and adopted by the Company on January
1, 2010. The adoption of the amended guidance had no impact on the Company.
3. Stock Compensation
During the three month period ending March 31, 2010, there were no restricted stock awards granted
and 6,494 stock options were granted.
The stock compensation cost that has been charged against income for the three months ended March
31, 2010 and 2009 was $0.1 million and $0.4 million, respectively, which is recorded in Personnel
expenses in the consolidated income statements. At March 31, 2010, there was approximately $0.7
million of unrecognized compensation cost related to share based awards.
No options were exercised and 5,556 options vested during the three months ended March 31, 2010.
The fair value of vested restricted stock units was $0.5 million at March 31, 2010.
The weighted average remaining contractual term of the nonvested restricted stock units was 1.8
years as of March 31, 2010.
4. Property and Equipment
Property and equipment consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
Furniture and equipment |
|
$ |
3,687 |
|
|
$ |
3,618 |
|
Computer equipment |
|
|
1,047 |
|
|
|
1,031 |
|
Capitalized software costs |
|
|
485 |
|
|
|
504 |
|
Leasehold improvements |
|
|
5,913 |
|
|
|
5,953 |
|
|
|
|
|
|
|
|
Subtotal |
|
|
11,132 |
|
|
|
11,106 |
|
Less accumulated depreciation and amortization |
|
|
(7,181 |
) |
|
|
(6,935 |
) |
|
|
|
|
|
|
|
|
|
$ |
3,951 |
|
|
$ |
4,171 |
|
|
|
|
|
|
|
|
At March 31, 2010 and December 31, 2009 the Company has recorded, within furniture and equipment,
office equipment under capital leases of $0.6 million and $0.5 million, respectively, including
accumulated amortization of $0.3 million for both periods presented, which is included within
depreciation and amortization expense on the accompanying consolidated statements of income. See
Note 7 for discussion of the related capital lease obligations.
5. Intangible Assets
The Companys intangible assets are summarized as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010 |
|
|
December 31, 2009 |
|
|
|
Gross |
|
|
|
|
|
|
Net |
|
|
Gross |
|
|
|
|
|
|
Net |
|
|
|
Carrying |
|
|
Accumulated |
|
|
Book |
|
|
Carrying |
|
|
Accumulated |
|
|
Book |
|
|
|
Amount |
|
|
Amortization |
|
|
Value |
|
|
Amount |
|
|
Amortization |
|
|
Value |
|
Amortizable intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage servicing rights |
|
$ |
14,081 |
|
|
$ |
(4,859 |
) |
|
$ |
9,222 |
|
|
$ |
13,476 |
|
|
$ |
(4,296 |
) |
|
$ |
9,180 |
|
Deferred financing costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
523 |
|
|
|
(510 |
) |
|
|
13 |
|
Non-compete agreement |
|
|
100 |
|
|
|
(74 |
) |
|
|
26 |
|
|
|
100 |
|
|
|
(66 |
) |
|
|
34 |
|
Unamortizable intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINRA license |
|
|
100 |
|
|
|
|
|
|
|
100 |
|
|
|
100 |
|
|
|
|
|
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets |
|
$ |
14,281 |
|
|
$ |
(4,933 |
) |
|
$ |
9,348 |
|
|
$ |
14,199 |
|
|
$ |
(4,872 |
) |
|
$ |
9,327 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2010 and December 31, 2009, the Company serviced $25.0 billion and $25.3 billion,
respectively, of commercial loans. The Company earned $2.8 million and $2.6 million in servicing
fees and interest on float and escrow balances for the three
10
month periods ending March 31, 2010 and 2009, respectively. These revenues are recorded as capital
markets services revenues in the consolidated statements of income.
The total commercial loan servicing portfolio includes loans for which there is no corresponding
mortgage servicing right recorded on the balance sheet, as these servicing rights were assumed
prior to January 1, 2007 and involved no initial consideration paid by the Company. The Company has
recorded mortgage servicing rights of $9.2 million and $9.2 million on $13.2 billion and $12.9
billion, respectively, of the total loans serviced as of March 31, 2010 and December 31, 2009.
The Company stratifies its servicing portfolio based on the type of loan, including life company
loans, commercial mortgage back securities (CMBS), Freddie Mac and limited-service life company
loans.
Mortgage servicing rights do not trade in an active, open market with readily available observable
prices. Since there is no ready market value for the mortgage servicing rights, such as quoted
market prices or prices based on sales or purchases of similar assets, the Company determines the
fair value of the mortgage servicing rights by estimating the present value of future cash flows
associated with servicing the loans. Management makes certain assumptions and judgments in
estimating the fair value of servicing rights. The estimate is based on a number of assumptions,
including the benefits of servicing (contractual servicing fees and interest on escrow and float
balances), the cost of servicing, prepayment rates (including risk of default), an inflation rate,
the expected life of the cash flows and the discount rate. The significant assumptions utilized to
value servicing rights as of March 31, 2010 and 2009 are as follows:
|
|
|
|
|
|
|
|
|
|
|
As of March 31, |
|
|
2010 |
|
|
2009 |
Expected life of cash flows |
|
3 years to 10 years |
|
3 years to 10 years |
Discount rate (1) |
|
15% to 20% |
|
15% to 20% |
Prepayment rate |
|
0% to 8% |
|
0% to 8% |
Inflation rate |
|
|
2 |
% |
|
|
2 |
% |
Cost of service per loan |
|
$ |
1,600 to $4,619 |
|
|
$ |
1,600 to $4,220 |
|
|
|
|
(1) |
|
Reflects the time value of money and the risk of future cash flows related to the possible
cancellation of servicing contracts, transferability restrictions on certain servicing contracts,
concentration in the life company portfolio and large loan risk. |
The above assumptions are subject to change based on managements judgments and estimates of future
changes in the risks related to future cash flows and interest rates. Changes in these factors
would cause a corresponding increase or decrease in the prepayment rates and discount rates used in
our valuation model.
11
Changes in the carrying value of mortgage servicing rights for the three month periods ending
March 31, 2010 and 2009, and the fair value at the end of each period were as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sold / |
|
|
|
|
|
|
FV at |
|
Category |
|
12/31/09 |
|
|
Capitalized |
|
|
Amortized |
|
|
Transferred |
|
|
3/31/10 |
|
|
3/31/10 |
|
Freddie Mac |
|
$ |
5,833 |
|
|
$ |
406 |
|
|
$ |
(281 |
) |
|
$ |
(258 |
) |
|
$ |
5,700 |
|
|
$ |
6,199 |
|
CMBS |
|
|
2,429 |
|
|
|
31 |
|
|
|
(110 |
) |
|
|
201 |
|
|
|
2,551 |
|
|
|
2,890 |
|
Life company |
|
|
779 |
|
|
|
236 |
|
|
|
(156 |
) |
|
|
|
|
|
|
859 |
|
|
|
948 |
|
Life company limited |
|
|
139 |
|
|
|
|
|
|
|
(27 |
) |
|
|
|
|
|
|
112 |
|
|
|
126 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
9,180 |
|
|
$ |
673 |
|
|
$ |
(574 |
) |
|
$ |
(57 |
) |
|
$ |
9,222 |
|
|
$ |
10,163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FV at |
|
Category |
|
12/31/08 |
|
|
Capitalized |
|
|
Amortized |
|
|
Sold |
|
|
3/31/09 |
|
|
3/31/09 |
|
Freddie Mac |
|
$ |
3,266 |
|
|
$ |
275 |
|
|
$ |
(182 |
) |
|
$ |
|
|
|
$ |
3,359 |
|
|
$ |
3,682 |
|
CMBS |
|
|
2,861 |
|
|
|
56 |
|
|
|
(114 |
) |
|
|
|
|
|
|
2,803 |
|
|
|
3,135 |
|
Life company |
|
|
991 |
|
|
|
|
|
|
|
(130 |
) |
|
|
|
|
|
|
861 |
|
|
|
906 |
|
Life company limited |
|
|
193 |
|
|
|
42 |
|
|
|
(26 |
) |
|
|
|
|
|
|
209 |
|
|
|
250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
7,311 |
|
|
$ |
373 |
|
|
$ |
(452 |
) |
|
$ |
|
|
|
$ |
7,232 |
|
|
$ |
7,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts capitalized represent mortgage servicing rights retained upon the sale of originated loans
to Freddie Mac and mortgage servicing rights acquired without the exchange of initial
consideration. The Company recorded mortgage servicing rights retained upon the sale of originated
loans to Freddie Mac of $0.4 million and $0.3 million on $129.9 million and $98.7 million of loans,
respectively, during the three month periods ending March 31, 2010 and 2009, respectively. The
Company recorded mortgage servicing rights acquired without the exchange of initial consideration
of $0.3 million and $0.1 million on $364.6 million and $211.1 million of loans, respectively,
during the three month periods ending March 31, 2010 and 2009, respectively. During the quarter
ending March 31, 2010, the Company sold the cashiering portion of certain Freddie Mac mortgage
servicing rights. While the Company transferred the risks and rewards of ownership of the
cashiering portion of the mortgage servicing rights, the Company continues to perform limited
servicing activities on these loans for a reduced market-based fee. Therefore, the remaining
servicing rights were transferred to the CMBS servicing tranche. The net result of these
transactions was the Company recording a gain of $0.5 million within Interest and Other income, net
in the consolidated statements of income. The Company recorded a mortgage servicing
liability of $0.1 million, included in other long-term liabilities on the accompanying consolidated
balance sheet, on $146.4 million of loans, during the three month period ending March 31, 2009.
These amounts are recorded in Interest and Other Income, net in the consolidated statements of
income.
Amortization expense related to intangible assets was $0.6 million and $0.5 million during the
three month periods ended March 31, 2010 and 2009, respectively and is recorded in Depreciation and
Amortization in the consolidated statements of income.
Estimated amortization expense for the next five years is as follows (in thousands):
|
|
|
|
|
Remainder of 2010 |
|
$ |
1,611 |
|
2011 |
|
|
1,737 |
|
2012 |
|
|
1,447 |
|
2013 |
|
|
1,229 |
|
2014 |
|
|
1,102 |
|
2015 |
|
|
884 |
|
The weighted-average life of the mortgage servicing rights intangible asset was 6.6 years at March
31, 2010. The remaining life of the non-compete agreement intangible asset was 0.8 years at March
31, 2010.
6. Fair Value Measurement
The Company adopted ASC 820 as of January 1, 2008. ASC 820 establishes a valuation hierarchy for
disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the
inputs into the following three levels: Level 1 inputs which are quoted market prices in active
markets for identical assets or liabilities; Level 2 inputs which are observable market-based
inputs or unobservable inputs corroborated by market data for the asset or liability, and Level 3
inputs which are unobservable inputs based on
12
our own assumptions that are not corroborated by market data. A financial asset or liabilitys
classification within the hierarchy is determined based on the lowest level input that is
significant to the fair value measurement.
As of March 31, 2010, the Company did not have any assets or liabilities recognized at fair value
on a recurring basis.
In accordance with generally accepted accounting principles, from time to time, the Company
measures certain assets at fair value on a nonrecurring basis. These assets may include mortgage
servicing rights and mortgage notes receivable. The mortgage servicing rights were not measured at
fair value during the first quarter of 2010 as the Company continues to utilize the amortization
method under ASC 860 and the fair value of the mortgage servicing rights exceeds the carrying value
at March 31, 2010. See Note 5 for further discussion on the assumptions used in valuing the
mortgage servicing rights and impact on earnings during the period. The fair value of the mortgage
notes receivable was based on prices observable in the market for similar loans and equaled
carrying value at March 31, 2010. Therefore, no lower of cost or fair value adjustment was
required.
7. Long-Term Debt and Capital Lease Obligations
Long-term debt and capital lease obligations consist of the following at March 31, 2010 and
December 31, 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
Bank term note payable |
|
$ |
|
|
|
$ |
|
|
Capital lease obligations |
|
|
308 |
|
|
|
275 |
|
|
|
|
|
|
|
|
Total long-term debt and capital leases |
|
|
308 |
|
|
|
275 |
|
Less current maturities |
|
|
166 |
|
|
|
152 |
|
|
|
|
|
|
|
|
Long-term debt and capital leases |
|
$ |
142 |
|
|
$ |
123 |
|
|
|
|
|
|
|
|
(a) The Credit Agreement
On February 5, 2007, HFF LP entered into an Amended and Restated Credit Agreement with Bank of
America (Amended Credit Agreement). The Amended Credit Agreement was comprised of a $40.0 million
revolving credit facility, which replaced the old Credit Agreement that was paid off in connection
with the initial public offering. The Amended Credit Agreement matured on February 5, 2010 and may
have been extended for one year based on certain conditions as defined in the agreement. HFF LP
chose not to extend the Amended Credit Agreement. Interest on outstanding balances was payable at
the applicable LIBOR rate (for interest periods of one, two, three, six or twelve months) plus 200
basis points, 175 basis points or 150 basis points (such rate is determined from time to time in
accordance with the Amended Credit Agreement, based on our then applicable consolidated leverage
ratio) or at interest equal to the higher of (a) the Federal Funds Rate (0.09% at March 31, 2010)
plus 0.5% and (b) the Prime Rate (3.25% at March 31, 2010) plus 1.5%. The Amended Credit Agreement
also required payment of a commitment fee of 0.2% or 0.3% on the unused amount of credit based on
the total amount outstanding. HFF LP did not borrow on this revolving credit facility during the
period February 5, 2007 through February 5, 2010. On October 30, 2007, HFF LP entered into an
amendment to the Amended Credit Agreement to clarify that the $40.0 million line of credit under
the Amended Credit Agreement was available to HFF LP for purposes of originating Freddie Mac loans
(see discussion under Note 8 below). Additionally, on June 27, 2008, HFF LP entered into
an amendment to the Amended Credit Agreement to modify the calculation of the Consolidated Fixed
Charge Coverage Ratio, as defined therein, as it relates to the Quarterly Tax Distributions, as
defined therein, and to modify certain annual and quarterly reporting obligations of HFF LP under
the Amended Credit Agreement.
(b) Letters of Credit and Capital Lease Obligation
At each of March 31, 2010 and December 31, 2009, the Company had outstanding letters of credit of
approximately $0.1 million with the same bank as the revolving credit arrangements as security for
two leases. The Company segregated cash in a separate bank account to collateralize the letters of
credit. The letters of credit expire in 2010 but can be automatically extended for one year.
13
Capital lease obligations consist primarily of office equipment leases that expire at various dates
through September 2013. A summary of future minimum lease payments under capital leases at March
31, 2010 is as follows (in thousands):
|
|
|
|
|
Remainder of 2010 |
|
$ |
133 |
|
2011 |
|
|
115 |
|
2012 |
|
|
54 |
|
2013 |
|
|
6 |
|
|
|
|
|
|
|
$ |
308 |
|
|
|
|
|
8. Warehouse Line of Credit
In 2005, HFF LP obtained an uncommitted, unlimited warehouse revolving line of credit for the
purpose of funding the Freddie Mac mortgage loans that it originates through Red Mortgage Capital,
Inc. (Red Capital). In October 2007, this warehouse line was limited to $150.0 million. In
November 2007, the Company entered into an uncommitted $50.0 million line of credit note with The
Huntington Bank (Huntington) to serve as a supplement to the existing warehouse line of credit
with Red Capital. In December 2009 HFF LP entered into an amended and restated line of
credit with Huntington. Under the terms of the new arrangement with Huntington, availability was
increased from $50 million up to $100 million through March 1, 2010, at which time total
availability decreased to $75 million. During December 2009, the financing agreement with Red
Capital ended and HFF LP also entered into an agreement with PNC Bank, N.A., which provided for
continued warehouse funding under similar uncommitted arrangements as HFF LP had with Red Capital,
with an increased availability from $150 million to $175 million.
Each funding is separately approved on a transaction-by-transaction basis and is collateralized by
a loan and mortgage on a multifamily property that is ultimately purchased by Freddie Mac. As of
March 31, 2010 and December 31, 2009, HFF LP had $7.1 million and $38.8 million, respectively,
outstanding on the warehouse lines of credit and a corresponding amount of mortgage notes
receivable. Interest on the warehouse lines of credit is at the 30-day LIBOR rate (0.24% and 0.23%
at March 31, 2010 and December 31, 2009, respectively) plus a spread. HFF LP is also paid interest
on its loan secured by a multifamily loan at the rate in the Freddie Mac note.
9. Lease Commitments
The Company leases various corporate offices, parking spaces, and office equipment under
noncancelable operating leases. These leases have initial terms of one to ten years. The majority
of the leases have termination clauses whereby the term may be reduced by two to seven years upon
prior notice and payment of a termination fee by the Company. Total rental expense charged to
operations was $1.5 million and $1.4 million for the three month periods ended March 31, 2010 and
2009, respectively.
Future minimum rental payments for the next five years under operating leases with noncancelable
terms in excess of one year and without regard to early termination provisions are as follows (in
thousands):
|
|
|
|
|
Remainder of 2010 |
|
$ |
3,805 |
|
2011 |
|
|
4,440 |
|
2012 |
|
|
4,286 |
|
2013 |
|
|
3,190 |
|
2014 |
|
|
1,573 |
|
2015 |
|
|
1,085 |
|
Thereafter |
|
|
1,465 |
|
|
|
|
|
|
|
$ |
19,844 |
|
|
|
|
|
The Company subleases certain office space to subtenants which may be canceled at any time. The
rental income received from these subleases is included as a reduction of occupancy expenses in the
accompanying consolidated statements of income.
The Company also leases certain office equipment under capital leases that expire at various dates
through 2013. See Note 4 and Note 7 above for further description of the assets and related
obligations recorded under these capital leases at March 31, 2010 and December 31, 2009,
respectively.
14
HFF Holdings is not an obligor, nor does it guarantee any of the Companys leases.
10. Servicing
The Company services commercial real estate loans for investors. The unpaid principal balance of
the servicing portfolio totaled $25.0 billion and $25.3 billion at March 31, 2010 and December 31,
2009, respectively.
In connection with its servicing activities, the Company holds funds in escrow for the benefit of
mortgagors for hazard insurance, real estate taxes and other financing arrangements. At March 31,
2010 and December 31, 2009, the funds held in escrow totaled $66.2 million and $94.7 million,
respectively. These funds, and the offsetting liabilities, are not presented in the Companys
consolidated financial statements as they do not represent the assets and liabilities of the
Company. Pursuant to the requirements of the various investors for which the Company services
loans, the Company maintains bank accounts, holding escrow funds, which have balances in excess of
the FDIC insurance limit. The fees earned on these escrow funds are reported in capital markets
services revenue in the consolidated statements of income.
11. Legal Proceedings
The Company is party to various litigation matters, in most cases involving ordinary course and
routine claims incidental to its business. The Company cannot estimate with certainty its ultimate
legal and financial liability with respect to any pending matters. In accordance with ASC 450,
Contingencies, a reserve for estimated losses is recorded when the amount is probable and can be
reasonably estimated. However, the Company believes, based on examination of such pending matters
that its ultimate liability will not have a material adverse effect on its business or financial
condition.
12. Income Taxes
Income tax expense / (benefit) includes current and deferred taxes as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
Deferred |
|
|
Total |
|
Quarter Ended March 31, 2010: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
|
|
|
$ |
132 |
|
|
$ |
132 |
|
State |
|
|
24 |
|
|
|
(10 |
) |
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
24 |
|
|
$ |
122 |
|
|
$ |
146 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
Deferred |
|
|
Total |
|
Quarter Ended March 31, 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
|
|
|
$ |
(892 |
) |
|
$ |
(892 |
) |
State |
|
|
21 |
|
|
|
61 |
|
|
|
82 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
21 |
|
|
$ |
(831 |
) |
|
$ |
(810 |
) |
|
|
|
|
|
|
|
|
|
|
15
The reconciliation between the income tax computed by applying the U.S. federal statutory rate
and the effective tax rate on net income is as follows for the three months ended March 31, 2010
and 2009 (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010 |
|
|
March 31, 2009 |
|
Pre-tax book income / (loss) |
|
$ |
694 |
|
|
$ |
(5,716 |
) |
Less: income / (loss) allocated to noncontrolling interest holder |
|
|
636 |
|
|
|
(2,852 |
) |
|
|
|
|
|
|
|
Pre-tax book income / (loss) after noncontrolling interest |
|
$ |
58 |
|
|
$ |
(2,864 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
Income tax (benefit) / expense |
|
|
|
|
|
Rate |
|
|
|
|
|
|
Rate |
|
Taxes computed at federal rate |
|
$ |
20 |
|
|
|
35.0 |
% |
|
$ |
(974 |
) |
|
|
34.0 |
% |
State and local taxes, net of federal tax benefit |
|
|
24 |
|
|
|
41.4 |
% |
|
|
(94 |
) |
|
|
3.3 |
% |
Change in income tax benefit payable to stockholder |
|
|
(6 |
) |
|
|
(10.3 |
)% |
|
|
|
|
|
|
0.0 |
% |
Stock compensation |
|
|
101 |
|
|
|
174.1 |
% |
|
|
125 |
|
|
|
(4.4 |
)% |
Meals and entertainment |
|
|
4 |
|
|
|
6.9 |
% |
|
|
121 |
|
|
|
(4.2 |
)% |
Other |
|
|
3 |
|
|
|
5.2 |
% |
|
|
12 |
|
|
|
(0.4 |
)% |
|
|
|
|
|
Income tax expense / (benefit) |
|
$ |
146 |
|
|
|
252.2 |
% |
|
$ |
(810 |
) |
|
|
28.3 |
% |
|
|
|
|
|
Total income tax expense recorded in each of the three months ended March 31, 2010 and 2009,
included $11,000 of state and local tax expense on (loss) / income allocated to the noncontrolling
interest holder, which represents 19.8% and (0.4)% of the total effective rate, respectively.
Deferred income tax assets and liabilities consist of the following at March 31, 2010 and December
31, 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
Deferred income tax assets: |
|
|
|
|
|
|
|
|
Section 754 election tax basis step-up |
|
$ |
132,553 |
|
|
$ |
128,726 |
|
Tenant improvements |
|
|
761 |
|
|
|
668 |
|
Net operating loss carryforward |
|
|
13,174 |
|
|
|
11,133 |
|
Restricted stock units |
|
|
312 |
|
|
|
445 |
|
Compensation |
|
|
171 |
|
|
|
380 |
|
Tax credits |
|
|
123 |
|
|
|
123 |
|
Other |
|
|
152 |
|
|
|
139 |
|
|
|
|
|
|
|
|
|
|
|
147,246 |
|
|
|
141,614 |
|
Less: valuation allowance |
|
|
(15,761 |
) |
|
|
(15,165 |
) |
|
|
|
|
|
|
|
Deferred income tax asset |
|
|
131,485 |
|
|
|
126,449 |
|
Deferred income tax liabilities: |
|
|
|
|
|
|
|
|
Goodwill |
|
|
(400 |
) |
|
|
(316 |
) |
Servicing rights |
|
|
(1,748 |
) |
|
|
(1,577 |
) |
Deferred rent |
|
|
(549 |
) |
|
|
(477 |
) |
|
|
|
|
|
|
|
Deferred income tax liability |
|
|
(2,697 |
) |
|
|
(2,370 |
) |
|
|
|
|
|
|
|
Net deferred income tax asset (liability) |
|
$ |
128,788 |
|
|
$ |
124,079 |
|
|
|
|
|
|
|
|
The primary deferred tax asset represents a tax basis step-up election under Section 754 of the
Internal Revenue Code made by HFF, Inc. relating to the initial purchase of units of the Operating
Partnerships in connection with the Reorganization Transactions and a tax basis step-up on
subsequent exchanges of Operating Partnership units for shares of the Companys Class A common
stock since the date of the Reorganization Transactions. As a result of the step-up in basis from
these transactions, the Company is entitled to annual future tax benefits in the form of
amortization for income tax purposes. The annual tax benefit is currently approximately $17
million and will increase as future exchanges of Operating Partnership units occur (see Note 13).
To the extent that the Company does not have sufficient taxable income in a year to fully utilize
this annual deduction, the unused benefit is recharacterized as a net operating loss and can then
be carried back three years or carried forward for twenty years. The Company measured the deferred
tax asset based on the estimated income tax effects of the increase in the tax basis of the assets
owned by the Operating Partnerships utilizing the enacted tax rates at the date of the transaction.
In accordance with ASC topic 740, Income Taxes (ASC 740), the tax effects of transactions with
shareholders that result in changes in the tax basis of a companys assets and liabilities are
recognized in equity. The
16
Company recorded a valuation allowance on a portion of the recognized
deferred tax assets recorded in connection with the
Reorganization Transactions and the subsequent exercise of exchange rights due to the uncertainty
in the timing and level of tax benefits that would be realized when payments are made to HFF
Holdings under the tax receivable agreement (see further discussion below). Changes in the
measurement of the deferred tax assets or the valuation allowance due to changes in the enacted tax
rates upon the finalization of the income tax returns for the year of the exchange transaction will
be recorded in equity. All subsequent changes in the measurement of the deferred tax assets due to
changes in the enacted tax rates or changes in the valuation allowance are recorded as a component
of income tax expense.
In evaluating the realizability of the deferred tax assets, management makes estimates and
judgments regarding the level and timing of future taxable income, including projecting future
revenue growth and changes to the cost structure. Based on this analysis and other quantitative and
qualitative factors, management believes that it is currently more likely than not that the Company
will be able to generate sufficient taxable income to realize the net deferred tax assets resulting
from the basis step up transactions (initial sale of units in the Operating Partnerships and
subsequent exchanges of Operating Partnership units since the date of the Reorganization
Transaction). Deferred tax assets representing the tax benefits to be realized when future payments
are made to HFF Holdings under the tax receivable agreement of $15.6 million and certain state net
operating loss carryforwards of $0.2 million which expire in 2013 and 2015 are currently not more
likely than not to be realized and, therefore, have a valuation allowance of $15.8 million recorded
against them. The combined federal and state tax effected net operating loss carryforwards of $13.2
million at March 31, 2010 represent the cumulative excess of the section 754 of the Internal
Revenue Code annual tax deductions over taxable income for 2009 and prior years. The federal net
operating loss carryforwards expire from 2028 to 2030 while the state net operating loss
carryforwards expire from 2013 through 2029.
The Company recognizes interest and penalties related to unrecognized tax benefits in Interest and
other income, net. There were no interest or penalties recorded in the three month periods ending
March 31, 2010 and 2009.
Tax Receivable Agreement
In connection with the Reorganization Transactions, HFF LP and HFF Securities made an election
under Section 754 of the Internal Revenue Code for 2007, and intend to keep that election in effect
for each taxable year in which an exchange of partnership units for shares occurs. The initial sale
as a result of the offering increased the tax basis of the assets owned by HFF LP and HFF
Securities to their fair market value. This increase in tax basis allows the Company to reduce the
amount of future tax payments to the extent that the Company has future taxable income. As a result
of the increase in tax basis, the Company is entitled to future tax benefits of $132.6 million and
has recorded this amount as a deferred tax asset on its consolidated balance sheet. The Company has
updated its estimate of these future tax benefits based on the changes to the estimated annual
effective tax rate for 2009. The Company is obligated, however, pursuant to its tax receivable
agreement with HFF Holdings, to pay to HFF Holdings 85% of the amount of cash savings, if any, in
U.S. federal, state and local income tax that the Company actually realizes as a result of these
increases in tax basis and as a result of certain other tax benefits arising from the Company
entering into the tax receivable agreement and making payments under that agreement. For purposes
of the tax receivable agreement, actual cash savings in income tax will be computed by comparing
the Companys actual income tax liability to the amount of such taxes that it would have been
required to pay had there been no increase to the tax basis of the assets of HFF LP and HFF
Securities as a result of the initial sale and later exchanges had the Company not entered into the
tax receivable agreement.
The Company accounts for the income tax effects and corresponding tax receivable agreement effects
as a result of the initial purchase and the sale of units of the Operating Partnerships in
connection with the Reorganization Transactions and future exchanges of Operating Partnership units
for the Companys Class A shares by recognizing a deferred tax asset for the estimated income tax
effects of the increase in the tax basis of the assets owned by the Operating Partnerships, based
on enacted tax rates at the date of the transaction, less any tax valuation allowance the Company
believes is required. In accordance with ASC 740, the tax effects of transactions with shareholders
that result in changes in the tax basis of a companys assets and liabilities will be recognized in
equity. If transactions with shareholders result in the recognition of deferred tax assets from
changes in the Companys tax basis of assets and liabilities, the valuation allowance initially
required upon recognition of these deferred assets will be recorded in equity. Subsequent changes
in enacted tax rates or any valuation allowance are recorded as a component of income tax expense.
The Company believes it is more likely than not that it will realize a portion of the benefit
represented by the deferred tax asset, and, therefore, the Company recorded 85% of this estimated
amount of the increase in deferred tax assets, as a liability to HFF Holdings under the tax
receivable agreement and the remaining 15% of the increase in deferred tax assets directly in
additional paid-in capital in
17
stockholders equity. Deferred tax assets representing the tax
benefits to be realized when future payments are made to HFF Holdings
under the tax receivable agreement are currently not likely to be realized and, therefore, have a
valuation allowance of $15.6 million recorded against them.
While the actual amount and timing of payments under the tax receivable agreement will depend upon
a number of factors, including the amount and timing of taxable income generated in the future,
changes in future tax rates, the value of individual assets, the portion of the Companys payments
under the tax receivable agreement constituting imputed interest and increases in the tax basis of
the Companys assets resulting in payments to HFF Holdings, the Company has estimated that the
payments that will be made to HFF Holdings will be $109.8 million and has recorded this obligation
to HFF Holdings as a liability on the consolidated balance sheets. In conjunction with the filing
of the Companys 2008 federal and state tax returns, the benefit for 2008 relating to the Section
754 basis step-up was finalized resulting in $2.7 million in tax benefits realized by the Company
for 2008. As discussed above, the Company is obligated to remit to HFF Holdings 85% of any such
cash savings in federal and state tax. As such, during August 2009, the Company paid $2.3 million
to HFF Holdings under this tax receivable agreement. In addition, during the year ended December
31, 2009, the tax rates used to measure the deferred tax assets were updated which resulted in a
reduction of deferred tax assets of $2.0 million, which resulted in a reduction in the payable
under the tax receivable agreement of $1.7 million. To the extent the Company does not realize all
of the tax benefits in future years, this liability to HFF Holdings may be reduced.
13. Noncontrolling Interest
Noncontrolling interest recorded in the consolidated financial statements of HFF, Inc. relates to
the ownership interest of HFF Holdings in the Operating Partnerships. As a result of the
Reorganization Transactions discussed in Note 1, partners capital was eliminated from equity and
noncontrolling interest of $6.4 million was recorded representing HFF Holdings remaining interest
in the Operating Partnerships following the initial public offering and the underwriters exercise
of the overallotment option on February 21, 2007, along with HFF Holdings proportional share of
net income earned by the Operating Partnerships subsequent to the change in ownership. As discussed
in Note 1, HFF, Inc. is a holding company and, as such, does not generate income other than through
its proportional share of net income earned by the Operating Partnerships. However, HFF, Inc. does
incur certain costs which are not allocated or shared with the Operating Partnerships or their
direct or indirect partners (including HFF Holdings) and, therefore, the net income as shown on the
consolidated statements of income is not proportionately shared between the noncontrolling interest
holder and the controlling interest holder.
The table below sets forth the noncontrolling interest amount recorded for the three months ended
March 31, 2010 and 2009, which includes the exchanges of 1,738,266 partnership units by members of
HFF Holdings for 1,738,266 shares of Class A common stock during the three months ended March 31,
2010 (dollars in thousands).
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
2010 |
|
|
2009 |
|
Net income / (loss) from operating partnerships |
|
$ |
1,234 |
|
|
$ |
(5,177 |
) |
Noncontrolling interest ownership percentage |
|
|
(A |
) |
|
|
55.31 |
% |
|
|
|
|
|
|
|
Noncontrolling interest |
|
$ |
625 |
|
|
$ |
(2,863 |
) |
|
|
|
|
|
|
|
|
|
|
(A) |
|
During the three months ending March 31, 2010, the ownership of the Operating
Partnerships changed due to the exercise of the exchange rights by members of HFF Holdings.
HFF Holdings ownership percentage in the Operating Partnerships was 53.6% during January
2010, 53.2% during February 2010 and 49.9% during March 2010. |
As a result of the Reorganization Transactions, HFF Holdings beneficially owned 20,355,000
partnership units in each of the Operating Partnerships. Pursuant to the terms of HFF, Inc.s
amended and restated certificate of incorporation, HFF Holdings can from time to time exchange its
partnership units in the Operating Partnerships for shares of the Companys Class A common stock on
the basis of two partnership units, one for each Operating Partnership, for one share of Class A
common stock, subject to customary conversion rate adjustments for stock splits, stock dividends
and reclassifications. The following table reflects the exchangeability of HFF Holdings rights to
exchange its partnership units in the Operating Partnerships for shares of the Companys Class A
common stock, pursuant to contractual provisions in the HFF Holdings operating agreement. However,
these contractual provisions may be waived, amended or terminated by a vote of the members holding
65% of the interests of HFF Holdings following consultation with the Companys Board of Directors.
Notwithstanding the foregoing, HFF, Inc.s amended and restated certificate of incorporation
provides that no holder of Operating Partnership units is entitled to exchange its Operating
Partnership units for shares of Class A
18
common stock if such exchange would be prohibited under
applicable federal or state securities laws or regulations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
HFF Holdings |
|
|
Percentage of |
|
|
|
|
|
|
Additional |
|
|
|
Partnership |
|
|
HFF |
|
|
Number of |
|
|
Shares |
|
|
|
Units in the |
|
|
Holdings |
|
|
Shares of |
|
|
of Class A |
|
|
|
Operating |
|
|
Partnership |
|
|
Class A |
|
|
Common |
|
|
|
Partnerships |
|
|
Units in the |
|
|
Common |
|
|
Stock |
|
|
|
Available for |
|
|
Operating |
|
|
Stock |
|
|
Expected |
|
|
|
Exchange as a |
|
|
Partnerships |
|
|
Exchanged |
|
|
to |
|
|
|
result of the |
|
|
Becoming |
|
|
Through |
|
|
Become |
|
|
|
Reorganization |
|
|
Eligible |
|
|
March 31, |
|
|
Available |
|
Exchangeability Date: |
|
Transactions |
|
|
for Exchange |
|
|
2010 |
|
|
for Exchange |
|
January 31, 2009 |
|
|
5,088,750 |
|
|
|
25 |
% |
|
|
1,214,124 |
|
|
|
3,874,626 |
|
January 31, 2010 |
|
|
5,088,750 |
|
|
|
25 |
% |
|
|
1,168,544 |
|
|
|
3,920,206 |
|
January 31, 2011 |
|
|
5,088,750 |
|
|
|
25 |
% |
|
|
|
|
|
|
5,088,750 |
|
January 31, 2012 |
|
|
5,088,750 |
|
|
|
25 |
% |
|
|
|
|
|
|
5,088,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
20,355,000 |
|
|
|
100 |
% |
|
|
2,382,668 |
|
|
|
17,972,332 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On September 30, 2009, a Registration Statement on Form S-3 relating to the offering and sale from
time to time by the members of HFF Holdings of such 20,355,000 shares of Class A common stock
became effective. At March 31, 2010, 2,382,668 partnership units in each of the Operating
Partnerships beneficially owned by members of HFF Holdings immediately following the Reorganization
Transactions had been exchanged for shares of HFF, Inc.s Class A common stock pursuant to the
Exchange Right. After giving effect to these changes, HFF Holdings owned 48.8% of the Operating
Partnerships at March 31, 2010.
If all of the remaining partnership units held by HFF Holdings were exchanged for shares of Class A
common stock of HFF, Inc. on March 31, 2010, 17,972,332 shares of Class A common stock with a fair
value of $133.5 million would be issued and 36,928,386 shares of Class A common stock would be
outstanding.
As of May 1, 2010, after giving effect of exchanges through April 30, 2010 of an additional 255,241
shares a total of 2,637,909 of the partnership units in each of the Operating Partnerships
beneficially owned by HFF Holdings had been exchanged for shares of HFF, Inc.s Class A common
stock pursuant to the Exchange Right. Therefore, as of May 1, 2010, HFF Holdings owned
approximately 48.1% of the partnership units in the Operating Partnerships.
As a result of the Reorganization Transactions, HFF Holdings was issued one share of the Companys
Class B common stock. Class B common stock has no economic rights but entitles the holder to a
number of votes that is equal to the total number of shares of Class A common stock for which the
partnership units that HFF Holdings holds in the Operating Partnerships are exchangeable.
14. Stockholders Equity
The Company is authorized to issue 175,000,000 shares of Class A common stock, par value $0.01 per
share, and 1 share of Class B common stock, par value $0.01 per share. Each share of Class A common
stock entitles its holder to one vote on all matters to be voted on by stockholders generally. HFF
Holdings has been issued one share of Class B common stock. Class B common stock has no economic
rights but entitles the holder to a number of votes equal to the total number of shares of Class A
common stock for which the partnership units that HFF Holdings holds in the Operating Partnerships,
as of the relevant record date for the HFF, Inc. stockholder action, are exchangeable. Holders of
Class A and Class B common stock will vote together as a single class on all matters presented to
the Companys stockholders for their vote or approval. The Company has issued 19,055,780 and
17,263,281 shares of Class A common stock and 1 share of Class B common stock as of March 31, 2010
and December 31, 2009, respectively.
19
15. Earnings Per Share
The Companys net income and weighted average shares outstanding for the three month periods ended
March 31, 2010 and 2009, consist of the following (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
2010 |
|
|
2009 |
|
Net income / (loss) |
|
$ |
548 |
|
|
$ |
(4,906 |
) |
Net loss attributable to controlling interest |
|
$ |
(77 |
) |
|
$ |
(2,043 |
) |
Weighted Average Shares Outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
|
17,823,825 |
|
|
|
16,588,631 |
|
Diluted |
|
|
17,828,065 |
|
|
|
16,588,631 |
|
The calculations of basic and diluted net income per share amounts for the three month period ended
March 31, 2010 and 2009 are described and presented below.
Basic Net Income per Share
Numerator net loss attributable to controlling interest for the three month periods ended March
31, 2010 and 2009, respectively.
Denominator the weighted average shares of Class A common stock for the three month periods
ended March 31, 2010 and 2009, including 71,272 and 49,814 restricted stock units that have vested
and whose issuance is no longer contingent as of March 31, 2010 and 2009, respectively.
Diluted Net Income per Share
Numerator net loss attributable to controlling interest for the three month periods ended March
31, 2010 and 2009 as in the basic net loss per share calculation described above plus income /
(loss) allocated to the noncontrolling interest holder upon assumed exercise of exchange rights.
Denominator the weighted average shares of Class A common stock for the three month periods
ended March 31, 2010 and 2009, including 71,272 and 49,814 restricted stock units that have vested
and whose issuance is no longer contingent as of March 31, 2010 and 2009, respectively, plus the
dilutive effect of the unrestricted stock units, stock options, and the issuance of Class A common
stock upon exercise of the exchange right by HFF Holdings.
20
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
2010 |
|
|
2009 |
|
Basic Earnings Per Share of Class A Common Stock |
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
Net loss attributable to controlling interest |
|
$ |
(77 |
) |
|
$ |
(2,043 |
) |
Denominator: |
|
|
|
|
|
|
|
|
Weighted average number of shares of Class A common stock outstanding |
|
|
17,823,825 |
|
|
|
16,588,631 |
|
Basic net loss per share of Class A common stock |
|
$ |
(0.00 |
) |
|
$ |
(0.12 |
) |
Diluted Earnings Per Share of Class A Common Stock |
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
Net loss attributable to controlling interest |
|
$ |
(77 |
) |
|
$ |
(2,043 |
) |
Adddilutive effect of: |
|
|
|
|
|
|
|
|
Loss allocated to noncontrolling interest holder upon assumed exercise
of exchange right |
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
Basic weighted average number of shares of Class A common stock |
|
|
17,823,825 |
|
|
|
16,588,631 |
|
Adddilutive effect of: |
|
|
|
|
|
|
|
|
Unvested restricted stock units |
|
|
|
|
|
|
|
|
Stock options |
|
|
4,240 |
|
|
|
|
|
Noncontrolling interest holder exchange right |
|
|
|
|
|
|
|
|
Weighted average common shares outstanding diluted |
|
|
17,828,065 |
|
|
|
16,588,631 |
|
Diluted earnings per share of Class A common stock |
|
$ |
(0.00 |
) |
|
$ |
(0.12 |
) |
16. Related Party Transactions
The Company made payments on behalf of two affiliates of $192 and $3,197, respectively, during the
three month period ended March 31, 2010. The Company made payments on behalf of two affiliates of
$187 and $34,332 respectively, during the three month period ended March 31, 2009. The Company had
a net payable to affiliates at of $50,000 and $54,000 at March 31, 2010 and December 31, 2009,
respectively.
As a result of the Companys initial public offering, the Company entered into a tax receivable
agreement with HFF Holdings that provides for the payment by the Company to HFF Holdings of 85% of
the amount of the cash savings, if any, in U.S. federal, state and local income tax that the
Company actually realizes as a result of the increase in tax basis of the assets owned by HFF LP
and HFF Securities and as a result of certain other tax benefits arising from the Company entering
into the tax receivable agreement and making payments under that agreement. The Company will retain
the remaining 15% of cash savings, if any, in income tax that it realizes. For purposes of the tax
receivable agreement, cash savings in income tax will be computed by comparing the Companys actual
income tax liability to the amount of such taxes that it would have been required to pay had there
been no increase to the tax basis of the assets of HFF LP and HFF Securities allocable to the
Company as a result of the initial sale and later exchanges and had the Company not entered into
the tax receivable agreement. The term of the tax receivable agreement commenced upon consummation
of the offering and will continue until all such tax benefits have been utilized or have expired.
See Note 12 for further information regarding the tax receivable agreement and Note 17 for the
amount recorded in relation to this agreement.
17. Commitments and Contingencies
The Company is obligated, pursuant to its tax receivable agreement with HFF Holdings, to pay to HFF
Holdings 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax
that the Company actually realizes as a result of the increases in tax basis under Section 754 of
the Internal Revenue Code and as a result of certain other tax benefits arising from the Company
entering into the tax receivable agreement and making payments under that agreement. The Company
has recorded $109.8 million for this obligation to HFF Holdings as a liability on the consolidated
balance sheet as of March 31, 2010.
In recent years, the Company has entered into arrangements with newly hired producers whereby
these producers would be paid additional compensation if certain performance targets are met over a
defined period. These payments will be made to the producers only if they enter into an employment
agreement at the end of the performance period. Payments under these arrangements, if earned,
21
would be paid in fiscal years 2012 through 2014. Currently, the Company cannot reasonably estimate
the amounts that would be payable under these arrangements. The Company begins to accrue for these
payments when it is deemed probable that payments will be made; therefore, on a quarterly basis, the Company evaluates the probability of the producers
achieving the performance targets and the probability of the producers signing the employment
agreements. As of March 31, 2010, no accrual has been made for these arrangements.
18. Subsequent Events
On April 6, 2010, the Company received gross proceeds of $1.4 million for the sale of a portion of
the mortgage servicing rights on certain loans.
On April 30, 2010, members of HFF Holdings exchanged 255,241 partnership units for 255,241 shares
of the Companys Class A common stock. After giving effect to such exchange, HFF Holdings
ownership percentage in the Operating Partnerships was approximately 48.1%.
22
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
The following discussion summarizes the financial position of HFF, Inc. and its subsidiaries
as of March 31, 2010, and the results of our operations for the three month period ended March 31,
2010, and should be read in conjunction with (i) the unaudited consolidated financial statements
and notes thereto included elsewhere in this Quarterly Report on Form 10-Q and (ii) the
consolidated financial statements and accompanying notes to our Annual Report on Form 10-K for the
year ended December 31, 2009.
Overview
Our Business
We are one of the leading providers of commercial real estate and capital markets services to
the U.S. commercial real estate industry based on transaction volume and are one of the largest
full-service commercial real estate financial intermediaries in the country.
Substantially all of our revenues are in the form of capital markets services fees collected
from our clients, usually negotiated on a transaction-by-transaction basis. We also earn fees from
commercial loan servicing activities. We believe that our multiple product offerings, diverse
client mix, expertise in a wide range of property types and national platform have the potential to
create a diversified revenue stream.
We operate in one reportable segment, the commercial real estate financial intermediary
segment and offer debt placement, investment sales, distressed debt and real estate owned advisory
services, structured finance, equity placement, investment banking services, loan sales and
commercial loan servicing.
Our business may be significantly affected by factors outside of our control, particularly
including:
|
|
Economic and commercial real estate market downturns. Our business is dependent on
international and domestic economic conditions and the demand for commercial real estate and
related services in the markets in which we operate. A slow down, a significant downturn
and/or a recession in either the global economy and/or the domestic economy, including, but
not limited to even a regional economic downturn, could adversely affect our business. A
general decline in acquisition and disposition activity can lead to a reduction in fees and
commissions for arranging such transactions, as well as in fees and commissions for arranging
financing for acquirers and property owners that are seeking to recapitalize their existing
properties. Likewise, a general decline in commercial real estate investment activity can lead
to a reduction in fees and commissions for arranging acquisitions, dispositions and financings
for acquisitions as well as for recapitalizations for existing property owners. Such a
general decline can also lead to a significant reduction in our loan servicing activities, due
to increased delinquencies and defaults and lack of additional loans that we would have
otherwise added to our loan servicing portfolio. |
|
|
|
Global and domestic credit and liquidity issues. Global and domestic credit and liquidity
issues have recently led to an economic downturn, including, but not limited to, a commercial
real estate market downturn. This downturn has in turn led to a decrease in transaction
activity and lower values, which decreased activity and values relative to historical norms in
periods prior to 2008 are expected to continue for the foreseeable future. The recent
situation in the global credit markets whereby many world governments (including but not
limited to the U.S. where the Company transacts virtually all of its business) have had to
take unprecedented and uncharted steps to either support the financial institutions in their
respective countries from collapse or take direct ownership of the same is unprecedented in
the Companys history. Restrictions on the availability of capital, both debt and/or equity,
have created significant reductions and could further reduce the liquidity in and flow of
capital to the commercial real estate markets. These restrictions could also cause commercial
real estate prices to decrease due to the reduced amount of equity capital and debt financing
available. In particular, global and domestic credit and liquidity issues may reduce the
number of acquisitions, dispositions and loan originations, as well as the respective number
of transactions and transaction volumes, which could also adversely affect our capital markets
services revenues including our servicing revenue. |
|
|
|
Decreased investment allocation to commercial real estate class. Allocations to commercial
real estate as an asset class for investment portfolio diversification may decrease for a
number of reasons beyond our control, including, but not limited to, poor performance of the
asset class relative to other asset classes or the superior performance of other asset classes
when compared with continued good performance of the commercial real estate asset class or the
poor performance of all assets classes. In addition, |
23
|
|
while commercial real estate is now viewed as an accepted and valid class for portfolio
diversification, if this perception changes, there could be a significant reduction in the amount
of debt and equity capital available in the commercial real estate sector. In particular,
reductions in debt and/or equity allocations to commercial real estate may reduce the number of
acquisitions, dispositions and loan originations, as well as the respective number of
transactions and transaction volumes, which could also adversely affect our capital markets
services revenues, including our servicing revenue. |
|
|
|
Fluctuations in interest rates. Significant fluctuations in interest rates as well as steady
and protracted movements of interest rates in one direction (increases or decreases), could
adversely affect the operation and income of commercial real estate properties as well as the
demand from investors for commercial real estate investments. Both of these events could
adversely affect investor demand and the supply of capital for debt and equity investments in
commercial real estate. In particular, increased interest rates may cause prices to decrease
due to the increased costs of obtaining financing and could lead to decreases in purchase and
sale activities, thereby reducing the amounts of investment sales and loan originations and
related servicing fees. If our investment sales origination and servicing businesses are
negatively impacted, it is likely that our other lines of business would also suffer due to
the relationship among our various capital markets services. |
The factors discussed above have adversely affected and continue to be a risk to our business
as evidenced by the effects of the significant recent disruptions in the global capital and credit
markets, and in particular the domestic capital markets. In particular, global and domestic credit
and liquidity issues reduced in 2008 and 2009 and may continue to reduce the number of
acquisitions, dispositions and loan originations, as well as the respective number of transactions
and transaction volumes. This has had, and may continue to have, a significant adverse effect on
our capital markets services revenues. The significant balance sheet issues of many of the CMBS
lenders, banks, life insurance companies, captive finance companies and other financial
institutions have adversely affected, and will likely continue to adversely affect, the flow of
commercial mortgage debt to the U.S. capital markets and, in turn, can potentially adversely affect
all of our capital markets services platforms and resulting revenues.
The recent economic slowdown and domestic and global recession also continue to be a risk, not
only due to the potential negative adverse impacts on the performance of U.S. commercial real
estate markets, but also to the ability of lenders and equity investors to generate significant
funds to continue to make loans and equity available to the commercial real estate market,
especially in the U.S. where we operate.
In addition, our competitors may attempt to recruit our transaction professionals. The
employment arrangements, non-competition agreements and retention agreements we have entered into
with respect to the members of HFF Holdings or may enter into with our key associates may not
prevent our transaction professionals and other key associates from resigning or competing against
us. Any such arrangements and agreements will expire after a certain period of time, at which point
each such person would be free to compete against us and solicit our clients and employees. In
particular, the non-competition agreements entered into with the members of HFF Holdings terminate
in March 2011. We currently do not have employment agreements with certain key associates and there
is no assurance that we will be able to retain their services. See Part II, Item 1A, Risk Factors
in this Quarterly Report on Form 10-Q.
Other factors that may adversely affect our business are discussed under the heading
Forward-Looking Statements and under the caption Risk Factors in this Quarterly Report on Form
10-Q.
24
Results of Operations
Following is a discussion of our results of operations for the three months ended March 31,
2010 and March 31, 2009. The table included in the period comparison below provides summaries of
our results of operations. The period-to-period comparisons of financial results are not
necessarily indicative of future results. For a description of the key financial measures and
indicators included in our consolidated financial statements, refer to the discussion under
Managements Discussion and Analysis of Financial Condition and Results of Operations Key
Financial Measures and Indicators in our Annual Report on Form 10-K for the year ended December
31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
|
|
|
|
|
|
|
March 31, |
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
Total |
|
|
|
|
|
|
|
% of |
|
|
|
|
|
|
% of |
|
|
Dollar |
|
|
Percentage |
|
|
|
Dollars |
|
|
Revenue |
|
|
Dollars |
|
|
Revenue |
|
|
Change |
|
|
Change |
|
|
|
|
|
|
|
(dollars in thousands, unless percentages) |
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital markets services revenue |
|
$ |
18,759 |
|
|
|
96.6 |
% |
|
$ |
11,870 |
|
|
|
89.7 |
% |
|
$ |
6,889 |
|
|
|
58.0 |
% |
Interest on mortgage notes receivable |
|
|
423 |
|
|
|
2.2 |
% |
|
|
550 |
|
|
|
4.2 |
% |
|
|
(127 |
) |
|
|
(23.1 |
)% |
Other |
|
|
231 |
|
|
|
1.2 |
% |
|
|
808 |
|
|
|
6.1 |
% |
|
|
(577 |
) |
|
|
(71.4 |
)% |
|
|
|
Total revenues |
|
|
19,413 |
|
|
|
100.0 |
% |
|
|
13,228 |
|
|
|
100.0 |
% |
|
|
6,185 |
|
|
|
46.8 |
% |
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services |
|
|
12,050 |
|
|
|
62.1 |
% |
|
|
10,689 |
|
|
|
80.8 |
% |
|
|
1,361 |
|
|
|
12.7 |
% |
Personnel |
|
|
2,253 |
|
|
|
11.6 |
% |
|
|
2,027 |
|
|
|
15.3 |
% |
|
|
226 |
|
|
|
11.1 |
% |
Occupancy |
|
|
1,740 |
|
|
|
9.0 |
% |
|
|
1,841 |
|
|
|
13.9 |
% |
|
|
(101 |
) |
|
|
(5.5 |
)% |
Travel and entertainment |
|
|
903 |
|
|
|
4.7 |
% |
|
|
1,015 |
|
|
|
7.7 |
% |
|
|
(112 |
) |
|
|
(11.0 |
)% |
Supplies, research and printing |
|
|
403 |
|
|
|
2.1 |
% |
|
|
745 |
|
|
|
5.6 |
% |
|
|
(342 |
) |
|
|
(45.9 |
)% |
Other |
|
|
3,075 |
|
|
|
15.8 |
% |
|
|
3,034 |
|
|
|
22.9 |
% |
|
|
41 |
|
|
|
1.4 |
% |
|
|
|
Total operating expenses |
|
|
20,424 |
|
|
|
105.2 |
% |
|
|
19,351 |
|
|
|
146.3 |
% |
|
|
1,073 |
|
|
|
5.5 |
% |
|
|
|
Operating loss |
|
|
(1,011 |
) |
|
|
(5.2 |
)% |
|
|
(6,123 |
) |
|
|
(46.3 |
)% |
|
|
5,112 |
|
|
|
83.5 |
% |
Interest and other income |
|
|
1,739 |
|
|
|
9.0 |
% |
|
|
413 |
|
|
|
3.1 |
% |
|
|
1,326 |
|
|
|
321.1 |
% |
Interest expense |
|
|
(26 |
) |
|
|
(0.1 |
)% |
|
|
(6 |
) |
|
|
(0.0 |
)% |
|
|
(20 |
) |
|
|
333.3 |
% |
Increase in payable under the tax receivable agreement |
|
|
(8 |
) |
|
|
(0.0 |
)% |
|
|
¯ |
|
|
|
0.0 |
% |
|
|
(8 |
) |
|
NM |
|
|
|
Income / (loss) before income taxes |
|
|
694 |
|
|
|
3.6 |
% |
|
|
(5,716 |
) |
|
|
(43.2 |
)% |
|
|
6,410 |
|
|
|
112.1 |
% |
Income tax expense / (benefit) |
|
|
146 |
|
|
|
0.8 |
% |
|
|
(810 |
) |
|
|
(6.1 |
)% |
|
|
956 |
|
|
|
118.0 |
% |
|
|
|
Net income / (loss) |
|
|
548 |
|
|
|
2.8 |
% |
|
|
(4,906 |
) |
|
|
(37.1 |
)% |
|
|
5,454 |
|
|
|
111.2 |
% |
Net income / (loss) attributable to noncontrolling interest |
|
|
625 |
|
|
|
3.2 |
% |
|
|
(2,863 |
) |
|
|
(21.6 |
)% |
|
|
3,488 |
|
|
|
121.8 |
% |
|
|
|
Net loss attributable to controlling interest |
|
$ |
(77 |
) |
|
|
(0.4 |
)% |
|
$ |
(2,043 |
) |
|
|
(15.4 |
)% |
|
$ |
1,966 |
|
|
|
96.2 |
% |
|
|
|
Revenues. Our total revenues were $19.4 million for the three months ended March 31, 2010
compared to $13.2 million for the same period in 2009, an increase of $6.2 million, or 46.8%.
Revenues increased primarily due to an increase in production volumes in several of our capital
markets services platforms.
|
|
The revenues we generated from capital markets services for the three months ended March 31,
2010 increased $6.9 million, or 58.0%, to $18.8 million from $11.9 million for the same period
in 2009. The increase is primarily attributable to an increase in both the number and the
average dollar value of transactions closed during the first quarter of 2010 compared to the
first quarter of 2009. |
|
|
The revenues derived from interest on mortgage notes were $0.4 million for the three months
ended March 31, 2010 compared to $0.5 million for the same period in 2009, a decrease of $0.1
million. Revenues decreased primarily as a result of decreased volume of Freddie Mac loans in
the first quarter of 2010 compared to the first quarter of 2009. |
25
|
|
The other revenues we earned, which include expense reimbursements from clients related to
out-of-pocket costs incurred and vary on a transaction-by-transaction basis, were $0.2 million
for the three month period ended March 31, 2010 compared to $0.8 million for the same period
in 2009, a decrease of $0.6 million, or 71.4%. |
Total Operating Expenses. Our total operating expenses were $20.4 million for the three months
ended March 31, 2010 compared to $19.4 million for the same period in 2009, an increase of $1.1
million, or 5.5%. Expenses increased primarily due to increased commissions and incentive
compensation from the higher capital markets services revenue. These increases were partially
offset by decreased occupancy, travel and entertainment and supplies, research and printing costs.
|
|
The costs of services for the three months ended March 31, 2010 increased $1.4 million, or
12.7%, to $12.1 million from $10.7 million for the same period in 2009. The increase is
primarily the result of the increase in commissions and other incentive compensation directly
related to the increase in capital markets services revenues. Cost of services as a percentage
of capital markets services revenue was approximately 64.2% and 90.1% for the three month
periods ended March 31, 2010 and March 31, 2009, respectively. This percentage decrease is
primarily attributable to the fixed portion of cost of services, such as salaries for our
analysts and fringe benefit costs, being spread over a higher revenue base as well as the
effects of the additional cost savings initiatives implemented at the beginning of April 2009. |
|
|
Personnel expenses that are not directly attributable to providing services to our clients
for the three months ended March 31, 2010 increased $0.2 million, or 11.1%, to $2.3 million
from $2.0 million for the same period in 2009. |
|
|
The stock compensation cost, included in personnel expenses, which has been charged against
income for the three months ended March 31, 2010 was $0.1 million as compared to $0.4 million for
the same period in 2009. At March 31, 2010, there was approximately $0.7 million of unrecognized
compensation cost related to share based awards. The weighted average remaining contractual term
of the nonvested restricted stock units is 1.8 years as of March 31, 2010. The weighted average
remaining contractual term of the nonvested options is 11.3 years as of March 31, 2010. |
|
|
Occupancy, travel and entertainment, and supplies, research and printing expenses for the
three months ended March 31, 2010 decreased $0.6 million, or 15.4%, to $3.0 million compared
to the same period in 2009. This decrease is primarily due to decreased supplies, research and
printing and travel and entertainment costs stemming from cost reduction initiatives. |
|
|
Other expenses, including costs for insurance, professional fees, depreciation and
amortization, interest on our warehouse line of credit and other operating expenses were $3.1
million for the three months ended March 31, 2010 as compared to $3.0 million for the same
period in the prior year. |
Net Income / (Loss). Our net income for the three months ended March 31, 2010 was $0.5
million, an increase of $5.5 million as compared to a net loss of $4.9 million for the same fiscal
period in 2009. We attribute this increase in net income to several factors, with the most
significant cause being an increase of revenues of $6.2 million and the resulting decreased
operating loss. Factors slightly offsetting this increase included:
|
|
Income tax expense was approximately $0.1 million for the three months ended March 31, 2010,
an increase of $1.0 million from an income tax benefit of $0.8 million in the three months
ended March 31, 2009. This increase is primarily due to the income before income taxes
experienced during the three months ended March 31, 2010 compared to a loss before income
taxes in the three months ended March 31, 2009. During the three months ended March 31, 2010,
the Company recorded a current income tax expense of $24,000 and a deferred income tax expense
of $0.1 million. |
Financial Condition
Total assets decreased to $195.3 million at March 31, 2010, from $223.6 million at December
31, 2009, primarily due to:
|
|
A decrease in mortgage notes receivable due to a lower balance of loans pending sale to
Freddie Mac in connection with Freddie Macs Multifamily Program Plus Seller/Servicer Program
at March 31, 2010, compared to December 31, 2009. |
|
|
A decrease in cash and cash equivalents of $2.1 million. Approximately 52 percent of this
decrease is attributable to profit participation payments made in the first quarter of 2010,
which were related to and accrued in 2009. |
26
These decreases were partially offset by a $0.9 million increase in accounts receivable, net
at March 31, 2010 as compared to December 31, 2009 and an increase in our net deferred tax assets
of $4.7 million primarily due to the step-up in basis from the partnership unit exchanges that
occurred during the first quarter 2010.
Total liabilities decreased $29.5 million at March 31, 2010, from $156.6 million at December
31, 2009, primarily due to a decrease in the warehouse line of credit of $31.7 million due to a
lower balance of loans pending sale to Freddie Mac at March 31, 2010, compared to December 31, 2009
and a decrease in accrued compensation and related taxes due to payment of year-end bonus accruals.
These decreases were slightly offset by the increase in the payable under the tax receivable
agreement of $4.2 million.
Cash Flows
Our historical cash flows are primarily related to the timing of receipt of transaction fees,
the timing of distributions to members of HFF Holdings and payment of commissions and bonuses to
employees.
First Quarter of 2010
Cash and cash equivalents decreased $2.1 million in the three months ended March 31, 2010. Net
cash of $1.9 million was used in operating activities, primarily resulting from a $0.9 million
decrease in accrued compensation and related taxes, a $0.7 million decrease in accrued liabilities
and a $0.4 million decrease in accounts payable. Cash of $16,000 was used for investing in property
and equipment. Financing activities used $0.2 million of cash primarily due to a purchase of shares
of the Companys Class A common stock pursuant to employee withholdings and principal payments on
capital leases.
First Quarter of 2009
Cash and cash equivalents decreased $4.3 million in the three months ended March 31, 2009. Net
cash of $4.1 million was used in operating activities, primarily resulting from a $4.9 million net
loss and a $2.1 million decrease in accrued compensation and related taxes. This use of cash was
partially offset by a decrease in prepaid taxes, prepaid expenses and other current assets of $1.9
million. Cash of $10,000 was used for investing in property and equipment. Financing activities
used $0.2 million of cash primarily due to a purchase of shares of the Companys Class A common
stock pursuant to employee withholdings.
Liquidity and Capital Resources
Our current assets typically have consisted primarily of cash and cash equivalents and
accounts receivable in relation to earned transaction fees. At March 31, 2010, our cash and cash
equivalents were invested or held in a mix of money market funds, bank demand deposit accounts and
three-month United States Treasury Notes at two financial institutions. Our liabilities have
typically consisted of accounts payable and accrued compensation. We regularly monitor our
liquidity position, including cash level, credit lines, interest and payments on debt, capital
expenditures and other matters relating to liquidity and to compliance with regulatory net capital
requirements. We have historically maintained a line of credit under our revolving credit facility
in excess of anticipated liquidity requirements although our revolving credit facility matured on
February 5, 2010, and we chose not to extend it for an additional term. We did not borrow on this
revolving credit facility since its inception in February 2007.
In accordance with the Operating Partnerships partnership agreements, and approval from the
board of directors of HFF, Inc. and approval from GP Corp (as general partner of the Operating
Partnerships), the Operating Partnerships make quarterly distributions to its partners, including
HFF, Inc., based on taxable income, if any, in an amount sufficient to cover all applicable taxes
payable by the members of HFF Holdings and by us and to cover dividends, if any, declared by the
board of directors. During the three months ended March 31, 2010, the Operating Partnerships did
not make any such distributions to HFF Holdings. However, we anticipate the Operating Partnerships
will make a distribution of approximately $1.1 million to HFF Holdings during 2010. These
distributions decrease the noncontrolling interest balance on the consolidated balance sheet.
Over the three month period ended March 31, 2010, we used approximately $1.9 million of cash
from operations. Our short-term liquidity needs are typically related to compensation expenses and
other operating expenses such as occupancy, supplies, marketing, professional fees and travel and
entertainment. For the three months ended March 31, 2010, we incurred approximately $20.4 million
27
in total operating expenses. A large portion of our operating expenses are variable, highly
correlated to our revenue streams and dependent on the collection of transaction fees. During the
three months ended March 31, 2010, approximately 39.0% of our operating expenses were variable
expenses. Our cash flow generated from operations historically has been sufficient to enable us to
meet our objectives. However, if the recent current state of the economy continues to deteriorate
at the rate it did during 2008 and 2009, we may be unable to generate enough cash flow from
operations to meet our operating needs and therefore we could use all or substantially all of our
existing cash reserves on hand to support our operations. We currently believe that cash flows
from operating activities and our existing cash balance will provide adequate liquidity and are
sufficient to meet our working capital needs for the foreseeable future.
Our tax receivable agreement with HFF Holdings entered into in connection with our initial
public offering that provides for the payment by us to HFF Holdings of 85% of the amount of cash
savings, if any, in U.S. federal, state and local income tax that we actually realize as a result
of the increases in tax basis and as a result of certain other tax benefits arising from our
entering into the tax receivable agreement and making payments under that agreement. We have
estimated that the payments that will be made to HFF Holdings will be $109.8 million. Our liquidity
needs related to our long term obligations are primarily related to our facility leases.
Additionally, for the three months ended March 31, 2010, we incurred approximately $1.7 million in
occupancy expenses and approximately $26,000 in interest expense.
We entered into an Amended Credit Agreement with Bank of America, N.A. in February 2007 for a
$40.0 million line of credit that was put in place contemporaneously with the consummation of the
initial public offering. The Company did not borrow on the Amended Credit Agreement from its
inception in February 2007 through its maturity date of February 5, 2010. This credit facility
expired by its terms on the maturity date of February 5, 2010, and we chose not to exercise our
extension option.
In 2005, we entered into an uncommitted financing arrangement with Red Mortgage Capital, Inc.
(Red Capital) to fund our Freddie Mac loan closings. Pursuant to this arrangement, Red Capital
funds multifamily Freddie Mac loan closings on a transaction-by-transaction basis, with each loan
being separately collateralized by a loan and mortgage on a multifamily property that is ultimately
purchased by Freddie Mac. On December 31, 2008, National City Corporation, which is the parent
company of Red Capital, was merged with and into The PNC Financial Services Group, Inc. In November
2007, we obtained an uncommitted $50.0 million financing arrangement from The Huntington National
Bank (Huntington) to supplement our Red Capital financing arrangement. In December 2009 we entered
into a Third Amended and Restated Note with Huntington which increased our borrowing availability
to $100.0 million until March 1, 2010 at which time the arrangement decreased to $75.0 million
thereafter. In December 2009, the financing arrangement with Red Mortgage Capital ended, and we
entered into an uncommitted $175 million financing arrangement with PNC Bank, N.A. (PNC) to fund
our Freddie Mac loan closings. Pursuant to the PNC arrangement, PNC funds the multifamily Freddie
Mac loan closings on a transaction-by-transaction basis, with each loan being separately
collateralized by a loan and mortgage on a multifamily property that is ultimately purchased by
Freddie Mac. The PNC and Huntington National Bank financing arrangements are only for the purpose
of supporting our participation in Freddie Macs Program Plus Seller Servicer program and cannot be
used for any other purpose. As of March 31, 2010, we had outstanding borrowings of $7.1 million
under the PNC/Huntington arrangements and a corresponding amount of mortgage notes receivable.
Although we believe that our current financing arrangements with PNC and Huntington are sufficient
to meet our current needs in connection with our participation in Freddie Macs Program Plus Seller
Servicer program. In the event we are not able to secure financing for our Freddie Mac loan
closings, we will cease originating such Freddie Mac loans until we have available financing.
Critical Accounting Policies; Use of Estimates
We prepare our financial statements in accordance with U.S. generally accepted accounting
principles. In applying many of these accounting principles, we make assumptions, estimates and/or
judgments that affect the reported amounts of assets, liabilities, revenues and expenses in our
consolidated financial statements. We base our estimates and judgments on historical experience and
other assumptions that we believe are reasonable under the circumstances. These assumptions,
estimates and/or judgments, however, are often subjective and our actual results may change
negatively based on changing circumstances or changes in our analyses. If actual amounts are
ultimately different from our estimates, the revisions are included in our results of operations
for the period in which the actual amounts become known. We believe the following critical
accounting policies could potentially produce materially different results if we were to change
underlying assumptions, estimates and/or judgments. See the notes to our consolidated financial
statements for a summary of our significant accounting policies.
Goodwill. We evaluate goodwill for potential impairment annually or more frequently if
circumstances indicate impairment may have occurred. In this process, we make estimates and
assumptions in order to determine the estimated fair value of the Company. In
28
determining the fair value of the Company for purposes of evaluating goodwill for impairment,
we utilize an enterprise market capitalization approach. In applying this approach, we use the
stock price of our Class A common stock after market close on the measurement date multiplied by
the sum of current outstanding shares as of the measurement date and an estimated control premium.
As of April 30, 2010, managements analysis indicates that a greater than 77.0% decline in the
estimated fair value of the Company may result in the recorded goodwill being impaired and would
require management to measure the amount of the impairment charge. Goodwill is potentially impaired
if the recorded book value of goodwill exceeds the implied fair value of goodwill as determined
under this valuation technique. We use our best judgment and information available to us at the
time to perform this review.
Intangible Assets. Our intangible assets primarily include mortgage servicing rights under
agreements with third party lenders. Servicing rights are recorded at the lower of cost or market.
Mortgage servicing rights do not trade in an active, open market with readily available observable
prices. Since there is no ready market value for the mortgage servicing rights, such as quoted
market prices or prices based on sales or purchases of similar assets, the Company determines the
fair value of the mortgage servicing rights by estimating the present value of future cash flows
associated with servicing the loans. Management makes certain assumptions and judgments in
estimating the fair value of servicing rights. The estimate is based on a number of assumptions,
including the benefits of servicing (contractual servicing fees and interest on escrow and float
balances), the cost of servicing, prepayment rates (including risk of default), an inflation rate,
the expected life of the cash flows and the discount rate. The cost of servicing, prepayment rates
and discount rates are the most sensitive factors affecting the estimated fair value of the
servicing rights. Management estimates a market participants cost of servicing by analyzing the
limited market activity and considering the Companys own internal servicing costs. Management
estimates the discount rate by considering the various risks involved in the future cash flows of
the underlying loans which include the cancellation of servicing contracts, concentration in the
life company portfolio and the incremental risk related to large loans. Management estimates the
prepayment levels of the underlying mortgages by analyzing recent historical experience. Many of
the commercial loans being serviced have financial penalties for prepayment or early payoff before
the stated maturity date. As a result, the Company has consistently experienced a low level of loan
runoff. The estimated value of the servicing rights is impacted by changes in these assumptions. As
of March 31, 2010, the fair value and net book value of the servicing rights were $10.2 million and
$9.2 million, respectively. A 10%, 20% and 30% increase in the level of assumed prepayments would
decrease the estimated fair value of the servicing rights at the stratum level by up to 1.8%, 3.5%
and 5.2%, respectively. A 10%, 20% and 30% increase in the cost of servicing the loan portfolio
would decrease the estimated fair value of the servicing rights at the stratum level by up to
19.3%, 38.7% and 58.0%, respectively. A 10%, 20% and 30% increase in the discount rate would
decrease the estimated fair value of the servicing rights at the stratum level by up to 3.1%, 5.9%
and 8.7%, respectively. The effect of a variation in each of these assumptions on the estimated
fair value of the servicing rights is calculated independently without changing any other
assumption. Servicing rights are amortized in proportion to and over the period of estimated
servicing income which results in an accelerated level of amortization over its expected life. We
evaluate amortizable intangible assets on an annual basis, or more frequently if circumstances so
indicate, for potential impairment.
Income Taxes. The Company accounts for income taxes under the asset and liability method.
Deferred tax assets and liabilities are recognized for future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases, and for tax losses and for tax credit carryforwards, if any. Deferred
tax assets and liabilities are measured using tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates are recognized in income in the period
of the tax rate change. In assessing the realizability of deferred tax assets, the Company
considers whether it is more likely than not that some portion or all of the deferred tax assets
will not be realized.
Our effective tax rate is sensitive to several factors including changes in the mix of our
geographic profitability. We evaluate our estimated tax rate on a quarterly basis to reflect
changes in: (i) our geographic mix of income, (ii) legislative actions on statutory tax rates, and
(iii) tax planning for jurisdictions affected by double taxation. We continually seek to develop
and implement potential strategies and/or actions that would reduce our overall effective tax rate.
The net deferred tax asset of $128.8 million at March 31, 2010 is comprised mainly of a $132.6
million deferred tax asset related to the Section 754 election tax basis step up, net of a $15.8
million valuation allowance. The net deferred tax asset related to the Section 754 election tax
basis step up of $117.1 million represents annual tax deductions of approximately $17.0 million
through 2022. In order to realize the annual benefit of approximately $17.0 million, the Company
needs to generate approximately $175.0 million in revenue each year, assuming a constant cost
structure. In the event that the Company cannot realize the annual benefit of $17.0 million each
year, the shortfall becomes a net operating loss that can be carried back 3 years to offset prior
years taxable income or carried forward 20 years to offset future taxable income. Based on the
decline in production volume and corresponding impact on
29
operating results, we have not realized the entire benefit of the $17.0 million annual
deduction during 2008 and 2009. Currently, $13.2 million of this cumulative benefit is
characterized as a net operating loss (NOL) and can be carried forward for periods that begin to
expire in 2028. In evaluating the realizability of these deferred tax assets, management
makes estimates and judgments regarding the level and timing of future taxable income, including
projecting future revenue growth and changes to the cost structure. Based on this analysis and
other quantitative and qualitative factors, management believes that it is currently more likely
than not that the Company will be able to generate sufficient taxable income to realize the net
deferred tax assets. If it is more likely than not that the Company would not be able to generate a
sufficient level of taxable income through the carryforward period, a valuation allowance would be
recorded as a charge to income tax expense and a proportional reduction would be made in the
payable under the tax receivable agreement which would be recorded as income in the consolidated
statements of income. The trend in revenue growth over the next few years and through the
amortization and carryforward periods is a key factor in assessing the realizability of the
deferred tax assets. If current conditions persist and we revise our projections of revenue
through the amortization and carryforward periods to be flat with 2009 levels, the Company would
record a valuation allowance on substantially all of the deferred tax assets in income tax expense.
We would also record a decrease in payable under the tax receivable agreement.
Leases. The Company leases all of its facilities under operating lease agreements. These lease
agreements typically contain tenant improvement allowances. The Company records tenant improvement
allowances as a leasehold improvement asset, included in property and equipment, net in the
consolidated balance sheet, and a related deferred rent liability and amortizes them on a
straight-line basis over the shorter of the term of the lease or useful life of the asset as
additional depreciation expense and a reduction to rent expense, respectively. Lease agreements
sometimes contain rent escalation clauses or rent holidays, which are recognized on a straight-line
basis over the life of the lease in accordance with ASC 840, Leases (ASC 840). Lease terms
generally range from one to ten years. An analysis is performed on all equipment leases to
determine whether they should be classified as a capital or an operating lease according to ASC
840.
Share Based Compensation. The Company estimates the grant-date fair value of stock options
using the Black-Scholes option-pricing model. The weighted average assumptions used in the option
pricing model as of March 31, 2010 are: i) zero dividend yield, ii) expected volatility of 63.2%,
iii) risk free interest rate of 3.3% and iv) expected life of 6.2 years. For restricted stock
awards, the fair value of the awards is calculated as the difference between the market value of
the Companys Class A common stock on the date of grant and the purchase price paid by the
employee. The Companys awards are generally subject to graded vesting schedules. Compensation
expense is adjusted for estimated forfeitures and is recognized on a straight-line basis over the
requisite service period of the award. Forfeiture assumptions are evaluated on a quarterly basis
and updated as necessary.
Employment / Non-compete Agreements. In recent years, the Company has entered into
arrangements with newly hired producers whereby these producers would be paid additional
compensation if certain performance targets are met over a defined period. These payments will be
made to the producers only if they enter into an employment agreement at the end of the performance
period. Payments under these arrangements, if earned, would be paid in fiscal years 2012 through
2014. Currently, the Company cannot reasonably estimate the amounts that would be payable under
these arrangements. The Company begins to accrue for these payments when it is deemed probable
that payments will be made; therefore, on a quarterly basis, the Company evaluates the probability
of the producers achieving the performance targets and the probability of the producers signing
the employment agreements. As of March 31, 2010, no accrual has been made for these arrangements.
Certain Information Concerning Off-Balance Sheet Arrangements
We do not currently invest in any off-balance sheet vehicles that provide liquidity, capital
resources, market or credit risk support, or engage in any leasing activities that expose us to any
liability that is not reflected in our consolidated financial statements.
Seasonality
Our capital markets services revenue had historically been seasonal, which can affect an
investors ability to compare our financial condition and results of operation on a
quarter-by-quarter basis. This seasonality has caused our revenue, operating income, net income and
cash flows from operating activities to be lower in the first six months of the year and higher in
the second half of the year. This typical concentration of earnings and cash flows in the last six
months of the year has historically been due to an industry-wide focus of clients to complete
transactions towards the end of the calendar year. The recent disruptions, write-offs and credit
losses in the global and domestic capital markets, the liquidity issues facing all capital markets,
especially the U.S. commercial real estate markets, as well as the U.S. and global recession in
many parts of the world has caused, and we believe will continue to cause
30
historical comparisons to be even more difficult to gauge. For example, although the
seasonality described above did occur in 2009, it did not occur in 2007 or 2008.
Effect of Inflation and/or Deflation
Inflation or deflation, or both, could significantly affect our compensation costs,
particularly those not directly tied to our transaction professionals compensation, due to factors
such as availability of capital and/or increased costs of capital. The rise of inflation could also
significantly and adversely affect certain expenses, such as debt service costs, information
technology and occupancy costs. To the extent that inflation and/or deflation results in rising
interest rates and has other effects upon the commercial real estate markets in which we operate
and, to a lesser extent, the securities markets, it may affect our financial position and results
of operations by reducing the demand for commercial real estate and related services which could
have a material adverse effect on our financial condition. See Part II, Item 1A, Risk Factors in
this Quarterly Report on Form 10-Q.
Recent Accounting Pronouncements
In June 2009, the FASB amended ASC 810, Amendments to FASB Interpretation No. 46(R) (ASC 810),
which requires an enterprise to perform an analysis to determine whether the enterprises variable
interest or interests give it a controlling financial interest in a variable interest entity. ASC
810 was effective for fiscal periods ending after November 15, 2009. The adoption of the guidance
had no impact on the Companys consolidated financial position and results of operations.
In June 2009, the FASB issued FAS No. 166, Accounting for Transfers of Financial Assets an
amendment of FASB Statement No. 140 (as codified in ASC topic 860, Transfers and Servicing (ASC
860)). This update to ASC 860 removes the concept of a qualifying special-purpose entity and
removes the exception from applying ASC 810 to qualifying special-purpose entities. ASC 860 is
effective for fiscal periods ending after November 15, 2009. The adoption of the amended guidance
had no impact on the Company.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Due to the nature of our business and the manner in which we conduct our operations, in
particular that our financial instruments which are exposed to concentrations of credit risk
consist primarily of short-term cash deposits and investments and in light of the recent support
provided by the U.S. government related to the current credit and liquidity issues, we believe we
do not face any material interest rate risk, foreign currency exchange rate risk, equity price risk
or other market risk. The recent disruptions in the credit markets, however, have, in some cases,
resulted in an inability to access assets such as money market funds that traditionally have been
viewed as highly liquid. Although we believe that our cash and cash equivalents are deposited,
invested or placed with secure financial institutions, there is no assurance that this financial
institution will not default on its obligations to us, especially given current credit market
conditions, which would adversely impact our cash and cash equivalent positions and, in turn, our
results of operations and financial condition.
Item 4. Controls and Procedures
Managements Quarterly Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that
information required to be disclosed in the reports that the Company files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in the SECs rules and forms, and that such information is accumulated and
communicated to the Companys management, including its Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required financial disclosure.
Our Chief Executive Officer and Chief Financial Officer (our principal executive officer and
principal financial officer, respectively) have evaluated the effectiveness of our disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as
amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this
evaluation, our principal executive officer and principal financial officer have concluded that, as
of March 31, 2010, the Companys disclosure controls and procedures are effective to provide
reasonable assurance that material information required to be
31
included in our periodic SEC reports is recorded, processed, summarized and reported within
the time periods specified in rules and forms.
The design of any system of control is based upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in achieving its stated
objectives under all future events, no matter how remote, or that the degree of compliance with the
policies or procedures may not deteriorate. Because of its inherent limitations, disclosure
controls and procedures may not prevent or detect all misstatements. Accordingly, even effective
disclosure controls and procedures can only provide reasonable assurance of achieving their control
objectives.
Changes in Internal Controls
There were no changes in our internal control over financial reporting that occurred during
the three month period covered by this report that have materially affected, or are reasonably
likely to materially affect, the Companys internal control over financial reporting.
32
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
We are party to various litigation matters, in most cases involving normal ordinary course and
routine claims incidental to our business. We cannot estimate with certainty our ultimate legal and
financial liability with respect to such pending matters. However, we believe, based on our
examination of such pending matters, that our ultimate liability for such matters will not have a
material adverse effect on our business or financial condition.
Item 1A. Risk Factors.
In addition to the other information set forth in this report, you should carefully consider
the factors discussed in Part I, Item 1A. Risk Factors, in our Annual Report on Form 10-K for the
year ended December 31, 2009, which could materially affect our business, financial condition or
future results. The risks described in our Annual Report on Form 10-K are not the only risks facing
our Company. Additional risks and uncertainties not currently known to us or that we currently deem
to be immaterial also may materially adversely affect our business, financial condition and/or
operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Removed and Reserved
Item 5. Other Information.
None.
Item 6. Exhibits.
A. |
|
|
Exhibits |
|
31.1 |
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
|
31.2 |
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
|
32.1 |
|
|
Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). |
33
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
HFF, INC.
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|
Dated: May 7, 2010 |
By: |
/s/ John H. Pelusi, Jr.
|
|
|
|
John H. Pelusi, Jr |
|
|
|
Chief Executive Officer, Director and
Executive Managing Director
(Principal Executive Officer) |
|
|
|
|
|
Dated: May 7, 2010 |
By: |
/s/ Gregory R. Conley
|
|
|
|
Gregory R. Conley |
|
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
34
EXHIBIT INDEX
31.1 |
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
|
31.2 |
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
|
32.1 |
|
|
Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (furnished herewith). |
35