UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-33280

HFF, Inc.

(Exact name of registrant as specified in its charter)

Delaware		51-0610340
(State of Incorporation)		(I.R.S. Employer Identification No.)
One Oxford Centre
301 Grant Street, Suite 600
Pittsburgh, Pennsylvania		15219
(Address of Principal Executive Offices)		(Zip code)

(412) 281-8714
(Registrant’s 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 þ 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):

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o		Smaller Reporting Company o
				(Do not check if a smaller reporting company)

     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 July 26, 2011 was 35,958,521 shares.

 

 

HFF, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
June 30, 2011

		Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements			4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			22
Item 3. Quantitative and Qualitative Disclosures about Market Risk			32
Item 4. Controls and Procedures			33
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			34
Item 1A. Risk Factors			34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			34
Item 3. Defaults upon Senior Securities			34
Item 4. (Removed and Reserved)			34
Item 5. Other Information			34
Item 6. Exhibits			34
Signatures			35
Certification Pursuant to Section 302
Certification Pursuant to Section 302
Certification Pursuant to Section 1350
EX-31.1
EX-31.2
EX-32.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

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. As of June 30, 2011, HFF Holdings had exchanged an additional 52% of the partnership units in each of the Operating Partnerships for shares of Class A common stock of the Company pursuant to the Exchange Right (as defined in this Quarterly Report on Form 10-Q). Following this reorganization, HFF, Inc. became and continues to be a holding company holding partnership units in the Operating Partnerships and all of the outstanding shares of Holliday GP. As of June 30, 2011, HFF, Inc. held approximately 97% of the partnership units in the Operating Partnerships. 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) “HoldCo LLC” 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.

PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

HFF, Inc.
Consolidated Balance Sheets
(Dollars in Thousands)

		June 30,				December 31,
		2011				2010
		(unaudited)				(audited)
ASSETS
Current assets:
Cash and cash equivalents		$	102,543			$	73,339
Restricted cash (Note 7)			80				80
Accounts receivable			3,487				1,029
Receivable from affiliate (Note 16)			206				19
Mortgage notes receivable (Note 8)			94,045				74,594
Prepaid taxes			76				76
Prepaid expenses and other current assets			1,900				1,273
Deferred tax asset, net			1,417				2,058
Total current assets, net			203,754				152,468
Property and equipment, net (Note 4)			4,598				3,558
Deferred tax asset, net			158,616				162,195
Goodwill			3,712				3,712
Intangible assets, net (Note 5)			11,421				10,513
Other noncurrent assets			1,447				704
Total Assets		$	383,548			$	333,150
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt (Note 7)		$	185			$	166
Warehouse line of credit (Note 8)			94,045				74,594
Accrued compensation and related taxes			23,582				14,169
Accounts payable			934				1,071
Payable under tax receivable agreement (Note 12)			6,288				6,288
Other current liabilities			2,208				3,365
Total current liabilities			127,242				99,653
Deferred rent credit			4,003				2,875
Payable under the tax receivable agreement, less current portion (Note 12)			146,219				140,779
Other long-term liabilities			—				22
Long-term debt, less current portion (Note 7)			172				138
Total liabilities			277,636				243,467
Stockholders’ equity:
Class A common stock, par value $0.01 per share, 175,000,000 authorized; 36,076,878 and 34,939,922 shares issued, respectively; 35,958,521 and 34,829,382 shares outstanding, respectively			360				348
Class B common stock, par value $0.01 per share, 1 share authorized, and 1 share outstanding			—				—
Treasury stock, 118,357 and 110,540 shares at cost, respectively			(490	)			(396	)
Additional paid-in-capital			63,697				62,485
Retained earnings			39,801				22,895
Total parent stockholders’ equity			103,368				85,332
Noncontrolling interest (Note 13)			2,544				4,351
Total equity			105,912				89,683
Total liabilities and stockholders’ equity		$	383,548			$	333,150

See accompanying notes to the consolidated financial statements.

HFF, Inc.
Consolidated Statements of Income
(Dollars in Thousands, except per share data)

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2011				2010				2011				2010
Revenues
Capital markets services revenue		$	72,056			$	33,679			$	112,525			$	52,438
Interest on mortgage notes receivable			402				278				1,478				701
Other			439				176				830				407
			72,897				34,133				114,833				53,546
Expenses
Cost of services			40,111				18,908				65,521				30,958
Personnel			7,526				3,377				11,823				5,630
Occupancy			1,774				1,689				3,699				3,429
Travel and entertainment			1,661				922				2,968				1,825
Supplies, research, and printing			1,212				789				2,115				1,192
Insurance			410				435				812				947
Professional fees			946				928				1,887				1,645
Depreciation and amortization			1,032				911				1,987				1,834
Interest on warehouse line of credit			245				175				892				396
Other operating			1,230				844				2,068				1,546
			56,147				28,978				93,772				49,402
Operating income			16,750				5,155				21,061				4,144
Interest and other income, net			5,361				3,957				8,228				5,696
Interest expense			(7	)			(13	)			(17	)			(39	)
Increase in payable under the tax receivable agreement			—				—				—				(8	)
Income before income taxes			22,104				9,099				29,272				9,793
Income tax expense			8,616				1,872				11,437				2,018
Net income			13,488				7,227				17,835				7,775
Net income attributable to noncontrolling interest			631				4,528				929				5,153
Net income attributable to controlling interest		$	12,857			$	2,699			$	16,906			$	2,622
Earnings per share — Basic and Diluted
Income available to HFF, Inc. common stockholders — Basic		$	0.36			$	0.14			$	0.47			$	0.14
Income available to HFF, Inc. common stockholders — Diluted		$	0.35			$	0.14			$	0.47			$	0.14

See accompanying notes to the consolidated financial statements.

HFF, Inc.

Consolidated Statements of Stockholders’ Equity
(Dollars in Thousands, except share data)

		Controlling Interest
		Common Stock								Treasury Stock								Additional
																		Paid in				Retained				Noncontrolling				Total
		Shares				Amount				Shares				Amount				Capital				Earnings				Interest				Equity
Stockholders’ equity, December 31, 2010			34,829,382			$	348				110,540			$	(396	)		$	62,485			$	22,895			$	4,351			$	89,683
Stock compensation and other, net			—				—				—				—				515				—				—				515
Issuance of Class A common stock, net (1)			1,136,956				12				—				—				(180	)			—				168				—
Repurchase of Class A common stock			(7,817	)			—				7,817				(94	)			—				—				—				(94	)
Record the adjustment to give effect of the tax receivable agreement with HFF Holdings			—				—				—				—				877				—				—				877
Distributions			—				—				—				—				—				—				(2,904	)			(2,904	)
Net income			—				—				—				—				—				16,906				929				17,835
Stockholders’ equity, June 30, 2011			35,958,521			$	360				118,357			$	(490	)		$	63,697			$	39,801			$	2,544			$	105,912

Consolidated Statements of Stockholders’ Equity

		Controlling Interest
		Common Stock								Treasury Stock								Additional
																		Paid in				Retained				Noncontrolling				Total
		Shares				Amount				Shares				Amount				Capital				Earnings				Interest				Equity
Stockholders’ equity, December 31, 2009			17,183,232			$	172				80,049			$	(173	)		$	28,498			$	12,004			$	26,504			$	67,005
Stock compensation and other, net			—				—				—				—				419				—				—				419
Issuance of Class A common stock, net (1)			17,628,607				176				—				—				27,014				—				(27,190	)			—
Repurchase of Class A common stock			(19,677	)			(—	)			19,677				(123	)			—				—				—				(123	)
Record the adjustment to give effect of the tax receivable agreement with HFF Holdings			—				—				—				—				6,098				—				—				6,098
Distributions			—				—				—				—				—				—				(1,061	)			(1,061	)
Net income			—				—				—				—				—				2,622				5,153				7,775
Stockholders’ equity, June 30, 2010			34,792,162			$	348				99,726			$	(296	)		$	62,029			$	14,626			$	3,406			$	80,113

See accompanying notes to the consolidated financial statements.

HFF, Inc.
Consolidated Statements of Cash Flows
(Dollars In Thousands)

		Six Months Ended June 30,
		2011				2010
Operating activities
Net income		$	17,835			$	7,775
Adjustments to reconcile net income to net cash provided by operating activities:
Stock based compensation			1,421				419
Deferred taxes			10,538				1,937
Decrease in payable under the tax receivable agreement			—				8
Depreciation and amortization:
Property and equipment			643				663
Intangibles			1,344				1,171
Gain on sale or disposition of assets, net			(5,355	)			(3,328	)
Mortgage service rights assumed			(732	)			(524	)
Proceeds from sale of mortgage servicing rights			3,837				2,698
Increase (decrease) in cash from changes in:
Restricted cash			—				40
Accounts receivable			(2,458	)			(1,876	)
(Receivable from) /payable to affiliates			(187	)			(27	)
Payable under the tax receivable agreement			—				—
Mortgage notes receivable			(19,451	)			2,540
Net borrowings on warehouse line of credit			19,451				(2,540	)
Prepaid taxes, prepaid expenses and other current assets			(627	)			134
Other noncurrent assets			(743	)			(9	)
Accrued compensation and related taxes			8,507				5,929
Accounts payable			(137	)			(27	)
Other accrued liabilities			(1,157	)			(1,229	)
Other long-term liabilities			1,114				(255	)
Net cash provided by operating activities			33,843				13,499
Investing activities
Purchases of property and equipment			(1,526	)			(163	)
Net cash used in investing activities			(1,526	)			(163	)
Financing activities
Payments on long-term debt			(115	)			(95	)
Treasury stock			(94	)			(123	)
Distributions to noncontrolling interest			(2,904	)			(1,061	)
Net cash used in financing activities			(3,113	)			(1,279	)
Net increase in cash			29,204				12,057
Cash and cash equivalents, beginning of period			73,339				40,931
Cash and cash equivalents, end of period		$	102,543			$	52,988

See accompanying notes to the consolidated financial statements.

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, private equity placements, investment banking and advisory services, loan sales and loan sale advisory services, and commercial loan servicing and commercial real estate structured financing placements and capital markets advice in 19 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 Company’s common stock began trading on the New York Stock Exchange under the symbol “HF.”

The proceeds of the Offering were used to purchase from HFF Holdings all of the shares of Holliday GP and 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 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 (“HoldCo LLC”), partnership interests of 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.”

In June 2010, following consultation with the Company’s board of directors, the members of HFF Holdings agreed to modify the Exchange Right so as to permit certain participating members of HFF Holdings who voluntarily agreed to certain conditions to exchange in June 2010 all of its partnership units in the Operating Partnerships that corresponded to certain participating members’ interests in HFF Holdings for shares of Class A common stock. The participating members of HFF Holdings were then entitled to redeem all of their respective membership units in HFF Holdings for such shares of Class A common stock. This modification was conditioned upon each participating member’s agreement to extend the term of his or her existing non-competition and non-solicitation agreement to March 2015 and the imposition of resale restrictions on a portion of his or her shares of Class A common stock received pursuant to the Exchange Right exercise. The shares of Class A common stock subject to the resale restrictions equal 4,020,640 shares in the aggregate, which is equal to 25% of the original number of shares of Class A common stock that such participating members would have received following an exchange of 100% of their membership units in HFF Holdings held at the time of the initial public offering. The voluntarily-imposed restrictions will begin to be released in March 2013. In March 2013, 33%,

or approximately 1.34 million, of the newly restricted shares of Class A common stock will be eligible to be freely sold, with a like amount of the newly-restricted shares of Class A common stock becoming eligible to be freely sold in each of March 2014 and March 2015. The contractual provisions setting forth these new resale restrictions can be waived, amended or terminated by the members of HFF Holdings following consultation with the Company’s board of directors. Members choosing not to participate in the modification of the Exchange Right continued to be subject to their existing non-competition and non-solicitation agreements and the Exchange Right restrictions that were put in place at the time of the initial public offering.

Basis of Presentation

The accompanying consolidated financial statements of HFF, Inc. as of June 30, 2011 and December 31, 2010 and for the three and six month periods ended June 30, 2011 and June 30, 2010, include the accounts of HFF LP, HFF Securities, and HFF, Inc.’s wholly-owned subsidiaries, Holliday GP and HoldCo LLC. 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. 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. now 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 (HoldCo LLC and Holliday GP), are the only partners of the Operating Partnerships following the Reorganization Transactions.

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, 2010. 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 and six months ended June 30, 2011 are not necessarily indicative of the results expected for the year ending December 31, 2011.

In late 2010, the Company introduced a firm profit participation plan and modified the existing office profit participation plan to allow for the incentive payments to be made either in the form of cash or stock at the election of the Company based on achieving various performance metrics. The new and modified plans took effect during 2011. For both plans, the Company recognizes the expense associated with both the estimated cash and stock components over the related service period. The expense associated with the stock component of the estimated incentive payout is recognized before the grant date of the stock due to the fact that the terms of the incentive compensation plans have been approved by the Company’s board of directors and the employees of the Company understand the requirements to earn the award. The expense associated with the plans is included within Personnel expenses in the consolidated statements of income.

3. Stock Compensation

During the three month period ending June 30, 2011, no vested restricted stock units were converted to Class A common stock and 13,834 new restricted stock units were granted. During the three month period ending June 30, 2011, no stock options were granted or forfeited.

The stock compensation cost that has been charged against income for the three and six months ended June 30, 2011 was $0.8 million and $1.4 million, respectively, which is recorded in Personnel expenses in the consolidated statements of income. The stock compensation cost that has been charged against income for the three and six month periods ended June 30, 2010 was $0.3 million and $0.4 million, respectively. At June 30, 2011, there was approximately $5.4 million of unrecognized compensation cost related to share based awards. As of June 30, 2011, there are 571,928 restricted stock units outstanding, of which 392,700 units are treated as liability awards and require remeasurement of fair value at the end of each reporting period until settlement. Stock compensation expense related to the liability awards that has been charged against income for the three and six months ended June 30, 2011 was $0.4 and $0.9 million, respectively.

During the three months ended June 30, 2011, 8,839 options vested and no options were exercised.

The fair value of vested restricted stock units was $1.4 million at June 30, 2011.

The weighted average remaining contractual term of the nonvested restricted stock units was 2.4 years as of June 30, 2011.

4. Property and Equipment

Property and equipment consist of the following (in thousands):

		June 30,				December 31,
		2011				2010
Furniture and equipment		$	4,285			$	3,989
Computer equipment			861				929
Capitalized software costs			498				484
Leasehold improvements			6,233				5,916
Subtotal			11,877				11,318
Less accumulated depreciation and amortization			(7,279	)			(7,760	)
		$	4,598			$	3,558

At June 30, 2011 and December 31, 2010 the Company has recorded, within furniture and equipment, office equipment under capital leases of $0.6 million and $0.6 million, respectively, including accumulated amortization of $0.4 million and $0.3 million, respectively, which is included within depreciation and amortization expense in the accompanying consolidated statements of income. See Note 7 for discussion of the related capital lease obligations.

5. Intangible Assets

The Company’s intangible assets are summarized as follows (in thousands):

		June 30, 2011												December 31, 2010
		Gross								Net				Gross								Net
		Carrying				Accumulated				Book				Carrying				Accumulated				Book
		Amount				Amortization				Value				Amount				Amortization				Value
Amortizable intangible assets:
Mortgage servicing rights		$	19,135			$	(7,814	)		$	11,321			$	17,007			$	(6,594	)		$	10,413
Unamortizable intangible assets:
FINRA license			100				—				100				100				—				100
Total intangible assets		$	19,235			$	(7,814	)		$	11,421			$	17,107			$	(6,594	)		$	10,513

As of June 30, 2011 and December 31, 2010, the Company serviced $25.8 billion and $25.1 billion, respectively, of commercial loans. The Company earned $3.0 million and $6.0 million in servicing fees and interest on float and escrow balances for the three and six month periods ending June 30, 2011, respectively. The Company earned $2.9 million and $5.7 million in servicing fees and interest on float and escrow balance for the three and six month periods ending June 30, 2010, 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 are no corresponding mortgage servicing rights 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 $11.3 million and $10.4 million on $16.1 billion and $14.6 billion, respectively, of the total loans serviced as of June 30, 2011 and December 31, 2010.

The Company stratifies its servicing portfolio based on the type of loan, including life company loans, commercial mortgage backed 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 the servicing of 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 June 30, 2011 and 2010 are as follows:

		As of June 30,
		2011				2010
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 $4,275			$	1,600 to $4,619

The above assumptions are subject to change based on management’s 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.

Changes in the carrying value of mortgage servicing rights for the six month periods ended June 30, 2011 and 2010, and the fair value at the end of each period were as follows (in thousands):

																						FV at
Category		12/31/10				Capitalized				Amortized				Sold / Transferred				6/30/11				6/30/11
Freddie Mac		$	6,190			$	1,852			$	(651	)		$	(1,895	)		$	5,496			$	6,197
CMBS			3,232				234				(347	)			1,574				4,693				5,410
Life company			900				448				(316	)			—				1,032				1,233
Life company — limited			91				50				(41	)			—				100				124
Total		$	10,413			$	2,584			$	(1,355	)		$	(321	)		$	11,321			$	12,964

																						FV at
Category		12/31/09				Capitalized				Amortized				Sold / Transferred				6/30/10				6/30/10
Freddie Mac		$	5,833			$	883			$	(542	)		$	(1,247	)		$	4,927			$	5,824
CMBS			2,429				31				(237	)			994				3,217				3,621
Life company			779				493				(327	)			—				945				1,120
Life company — limited			139				—				(53	)			—				86				156
Total		$	9,180			$	1,407			$	(1,159	)		$	(253	)		$	9,175			$	10,721

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 $0.7 million and $1.9 million on $213.6 million and $615.8 million of loans, respectively, during the three and six month periods ending June 30, 2011 and $0.5 million and $0.9 million on $135.8 million and $265.7 million of loans, respectively, during the three and six month periods ending June 30, 2010. The Company recorded mortgage servicing rights acquired without the exchange of initial consideration of $0.4 million and $0.7 million on $974.1 million and $1.8 billion of loans, respectively, during the three and six month periods ending June 30, 2011 and $0.3 million and $0.5 million on $504.3 million and $868.9 million of loans, respectively, during the three and six month periods ending June 30, 2010. During the six months

ending June 30, 2011 and 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 in the three and six months ending June 30, 2011 of $2.7 million and $3.5 million, respectively and $2.0 million and $2.4 million during the three and six month periods ending June 30, 2010, respectively, within interest and other income, net in the consolidated statements of income. The Company also received securitization compensation in relation to the sale of the cashiering portion of certain Freddie Mach mortgage servicing rights in the three and six months ending June 30, 2011 of $1.3 million and $1.6 million, respectively and $0.8 million and $1.1 million during the three and six months periods ending June 30, 2010, respectively. The securitization compensation is recorded within interest and other income, net in the consolidated statements of income.

Amortization expense related to intangible assets was $0.7 million and $1.3 million during the three and six month periods ended June 30, 2011, respectively, and $0.6 million and $1.2 million during the three and six month periods ending June 30, 2010, 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 2011		$	1,363
2012			2,465
2013			2,064
2014			1,643
2015			1,350
2016			1,081

The weighted-average life of the mortgage servicing rights intangible asset was 6.0 years at June 30, 2011.

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 our own assumptions that are not corroborated by market data. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

As of June 30, 2011, 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 are recorded at fair value upon initial recording and were not re-measured at fair value during the second quarter of 2011 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 June 30, 2011. 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 June 30, 2011. 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 June 30, 2011 and December 31, 2010 (in thousands):

		June 30,				December 31,
		2011				2010
Bank term note payable		$	—			$	—
Capital lease obligations			357				304
Total long-term debt and capital leases			357				304
Less current maturities			185				166
Long-term debt and capital leases		$	172			$	138

(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 Reorganization Transactions. 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. The Amended Credit Agreement 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.

(b) Letters of Credit and Capital Lease Obligations

At each June 30, 2011 and December 31, 2010, the Company had one outstanding letter of credit of approximately $0.1 million as security for one lease. The Company segregated the cash in a separate bank account to collateralize the letter of credit. The letter of credit expires in October 2011 and can be extended for one year.

Capital lease obligations consist primarily of office equipment leases that expire at various dates through May 2014. A summary of future minimum lease payments under capital leases at June 30, 2011 is as follows (in thousands):

Remainder of 2011		$	92
2012			166
2013			93
2014			6
		$	357

8. Warehouse Line of Credit

HFF LP maintains two uncommitted warehouse revolving lines of credit for the purpose of funding the Freddie Mac mortgage loans that it originates in connection with its services as a Freddie Mac Multifamily Program Plus^® Seller/Servicer. In December 2009, HFF LP entered into an amended and restated line of credit with The Huntington Bank (“Huntington”). Under the terms of the 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, HFF LP also entered into an agreement with PNC Bank, N.A. (“PNC”) to replace a separate predecessor warehouse revolving line of credit. HFF LP’s line of credit with PNC provided $175 million of availability through May 2011 at which time the availability increased to $250 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 June 30, 2011 and December 31, 2010, HFF LP had $94.0 million and $74.6 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 (0.19% and 0.26% at June 30, 2011 and December 31, 2010, 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. Several 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 $1.4 million and $2.9 million, respectively, during the three and six month periods ended June 30, 2011 and $1.4 million and $2.8 million, respectively, during the three and six month periods ending June 30, 2010 and is recorded within Occupancy Expense in the consolidated statements of income.

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 2011		$	2,411
2012			5,016
2013			4,053
2014			2,777
2015			2,178
2016			1,357
Thereafter			1,303
		$	19,095

The Company subleases certain office space to subtenants, which subleases 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 2014. See Note 4 and Note 7 above for further description of the assets and related obligations recorded under these capital leases at June 30, 2011 and December 31, 2010, respectively.

10. Servicing

The Company services commercial real estate loans for investors. The unpaid principal balance of the servicing portfolio totaled $25.8 billion and $25.1 billion at June 30, 2011 and December 31, 2010, 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 June 30, 2011 and December 31, 2010, the funds held in escrow totaled $105.0 million and $108.3 million, respectively. These funds, and the offsetting liabilities of the borrowers to external parties, are not presented in the Company’s 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 includes current and deferred taxes as follows (in thousands):

		Current				Deferred				Total
Six Months Ended June 30, 2011:
Federal		$	280			$	9,869			$	10,149
State			619				669				1,288
		$	899			$	10,538			$	11,437

		Current				Deferred				Total
Six Months Ended June 31, 2010:
Federal		$	—			$	1,777			$	1,777
State			81				160				241
		$	81			$	1,937			$	2,018

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 six months ended June 30, 2011 and 2010 (dollars in thousands):

		June 30, 2011				June 30, 2010
Pre-tax book income		$	29,272			$	9,793
Less: pre-tax income allocated to noncontrolling interest holder			935				5,182
Pre-tax book income after noncontrolling interest		$	28,337			$	4,611

		June 30,
		2011								2010
Income tax expense / (benefit)						Rate								Rate
Taxes computed at federal rate		$	9,918				35.0	%		$	1,614				35.0	%
State and local taxes, net of federal tax benefit			1,312				4.6	%			245				5.3	%
Change in income tax benefit payable to stockholder			—				0.0	%			(6	)			(0.1	)%
Stock compensation			41				0.1	%			121				2.6	%
Meals and entertainment			161				0.6	%			31				0.7	%
Other			5				0.0	%			13				0.3	%
Income tax expense		$	11,437				40.4	%		$	2,018				43.8	%

Total income tax expense recorded for the six months ended June 30, 2011 and 2010, included income tax expense of $6,000 and $29,000, respectively, of state and local taxes on income allocated to the noncontrolling interest holder, which represents 0.02% and 0.6% of the total effective rate, respectively.

Deferred income tax assets and liabilities consist of the following at June 30, 2011 and December 31, 2010 (in thousands):

		June 30,				December 31,
		2011				2010
Deferred income tax assets:
Section 754 election tax basis step-up		$	177,366			$	175,008
Tenant improvements			1,671				1,523
Net operating loss carryforward			6,430				11,727
Tax credits			403				123
Restricted stock units			890				503
Compensation			1,058				1,764
Other			368				276
			188,186				190,924
Less: valuation allowance			(21,603	)			(20,848	)
Deferred income tax asset			166,583				170,076
Deferred income tax liabilities:
Goodwill			(1,228	)			(1,016	)
Servicing rights			(4,111	)			(3,649	)
Deferred rent			(1,211	)			(1,158	)
Deferred income tax liability			(6,550	)			(5,823	)
Net deferred income tax asset		$	160,033			$	164,253

The primary deferred tax asset represents a tax basis step-up election under Section 754 of the Internal Revenue Code (“Section 754”) 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 Company’s 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. During the six month period ending June 30, 2011, the deferred tax asset for the Section 754 election tax basis step-up increased $6.3 million due to the exchanges of Operating Partnership units for the Company’s Class A common stock. The annual pre-tax benefit is currently approximately $25.3 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 stockholders that result in changes in the tax basis of a company’s assets and liabilities are recognized in

equity. The 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. In order to realize the annual pre-tax benefit of approximately $25.3 million, the Company needs to generate approximately $160.0 million in revenue each year, assuming a constant cost structure. In the event that the Company cannot realize the annual pre-tax benefit of $25.3 million each year, the shortfall becomes a net operating loss that can be carried back three years to offset prior years’ taxable income or carried forward twenty years to offset future taxable income. 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 Transactions). Deferred tax assets representing the tax benefits to be realized when future payments are made to HFF Holdings under the tax receivable agreement of $21.4 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 $21.6 million recorded against them. The combined federal and state tax effected net operating loss carryforwards of $6.4 million at June 30, 2011 represent the cumulative excess of the Section 754 annual tax deductions over taxable income for the six month period ending June 30, 2011 and prior years. The federal net operating loss carryforwards expire from 2028 through 2030, while the state net operating loss carryforwards expire from 2013 through 2029.

The Company will recognize interest and penalties related to unrecognized tax benefits in interest and other income, net in the consolidated statements of income. There were no interest or penalties recorded in the six month periods ending June 30, 2011 and 2010.

Tax Receivable Agreement

In connection with the Reorganization Transactions, HFF LP and HFF Securities made an election under Section 754 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 and subsequent exchanges of Operating Partnership units for shares of Class A common stock produced (and future exchanges may produce) increases in 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 tax payments to the extent that the Company has taxable income. During the six month period ending June 30, 2011, the deferred tax asset for the Section 754 election tax basis step-up increased $6.3 million due to the exchanges of Operating Partnership units for the Company’s Class A common stock. As a result of the increase in tax basis, the Company is entitled to future tax benefits of $177.4 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 2010. 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 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 is computed by comparing the Company’s 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 subsequent exchanges of Operating Partnership units for the Company’s 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 stockholders that result in changes in the tax basis of a company’s assets and liabilities will be recognized in equity. If transactions with stockholders result in the recognition of deferred tax assets from changes in the Company’s 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 stockholders’ equity. However, due to uncertainties of timing and amounts of payments, 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 more likely than not to be realized and, therefore, have a valuation allowance of $21.4 million recorded against them.

While the actual amount and timing of payments under the tax receivable agreement depends 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 Company’s payments under the tax receivable agreement constituting imputed interest and increases in the tax basis of the Company’s assets resulting in payments to HFF Holdings, the Company has estimated that the payments that will be made to HFF Holdings will be $152.5 million, of which $6.3 million is anticipated to be paid in 2011, and has recorded this obligation to HFF Holdings as a liability on the consolidated balance sheet. In addition, during the year ended December 31, 2010, the tax rates used to measure the deferred tax assets were updated, which resulted in a reduction of deferred tax assets of $1.0 million, which in turn resulted in a reduction in the payable under the tax receivable agreement of $0.8 million. 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.

In conjunction with the filing of the Company’s 2009 federal and state tax returns, the benefit for 2009 relating to the Section 754 basis step-up was finalized resulting in no tax benefits being realized by the Company for 2009. As such, during 2010 the Company did not make any payments to HFF Holdings under the tax receivable agreement. As of June 30, 2011, the Company has made payments to HFF Holdings pursuant to the terms of the tax receivable agreement in an aggregate amount of approximately $7.5 million.

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.

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 Company’s 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 table below sets forth the noncontrolling interest amount recorded for the three and six month periods ended June 30, 2011 and 2010, which includes the exchanges of zero and 1,113,691 partnership units in each of the Operating Partnerships by members of HFF Holdings for an equal amount of shares of Class A common stock during the three and six month periods ending June 30, 2011, respectively, and exchanges of 15,836,108 and 17,574,374 partnership units during the three and six month periods ending June 30, 2010, respectively (dollars in thousands).

		Three months ended June 30,								Six months ended June 30,
		2011				2010				2011				2010
Net income from Operating Partnerships		$	22,734			$	9,962			$	30,487			$	11,196
Noncontrolling interest ownership percentage			2.8	%			(A	)			(B	)			(C	)
Noncontrolling interest		$	631			$	4,528			$	929			$	5,153

Under the terms of the Exchange Right put in place in connection with the Reorganization Transactions, beginning in February 2009, HFF Holdings had the right to exchange 25% of its partnership units, with an additional 25% becoming available for exchange each year thereafter. However, these contractual provisions could be waived, amended or terminated by the members of HFF Holdings following consultation with the Company’s Board of Directors.

In June 2010, following consultation with the Company’s board of directors, the members of HFF Holdings agreed to modify the Exchange Right so as to permit certain participating members of HFF Holdings who voluntarily agreed to certain conditions to exchange in June 2010 all of its partnership units in the Operating Partnerships that corresponded to certain participating members’ interests in HFF Holdings for shares of Class A common stock. The participating members of HFF Holdings were then entitled to redeem all of their respective membership units in HFF Holdings for such shares of Class A common stock. This modification was conditioned upon each participating member’s agreement to extend the term of his or her existing non-competition and non-solicitation agreement to March 2015 and the imposition of resale restrictions on a portion of his or her shares of Class A common stock received pursuant to the Exchange Right exercise. The shares of Class A common stock subject to the resale restrictions equal 4,020,640 shares in the aggregate, which is equal to 25% of the original number of shares of Class A common stock that such participating members would have received following an exchange of 100% of their membership units in HFF Holdings held at the time of the initial public offering. The voluntarily-imposed restrictions will begin to be released in March 2013. In March 2013, 33%, or approximately 1.34 million, of the newly restricted shares of Class A common stock will be eligible to be freely sold, with a like amount of the newly-restricted shares of Class A common stock becoming eligible to be freely sold in each of March 2014 and March 2015. The contractual provisions setting forth these new resale restrictions can be waived, amended or terminated by the members of HFF Holdings following consultation with the Company’s board of directors. Members choosing not to participate in the modification of the Exchange Right continued to be subject to their existing non-competition and non-solicitation agreements and the Exchange Right restrictions, which were the same agreements and restrictions put in place at the time of the initial public offering.

Twenty-nine members, including the four inside directors of the Company, representing approximately 91% of the voting equity interests in HFF Holdings, elected to become subject to the conditions described above. On June 30, 2010, HFF Holdings exchanged all of its partnership units in the Operating Partnerships that corresponded to twenty-nine participating members’ interests in HFF Holdings for shares of Class A common stock. These shares were then distributed to such participating members upon the members’ redemption of their respective membership units in HFF Holdings.

Nine members, representing approximately 9% of the voting equity interests in HFF Holdings, elected not to become subject to the conditions described above. HFF Holdings’ partnership units in the Operating Partnerships that correspond to these members’ interests in HFF Holdings continue to be subject to the Exchange Right restrictions put in place at the time of the Company’s initial public offering.

The following table reflects the exchangeability of HFF Holdings’ rights to exchange its partnership units in the Operating Partnerships for shares of the Company’s Class A common stock, pursuant to contractual provisions in the HFF Holdings operating agreement. However, as in the case in June 2010, 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 Company’s 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 common stock if such exchange would be prohibited under applicable federal or state securities laws or regulations.

		Original Exchange Rights Following the
		Reorganization Transactions								Reflects the June 2010 Modification of the Exchange Rights
		Number of HFF
		Holdings’
		Partnership Units								Number of HFF
		in the Operating				Percentage of HFF				Holdings’								Percentage of HFF
		Partnerships				Holdings’				Partnership Units				Number of Additional				Holdings’ Remaining
		Available for				Partnership Units				exchanged for				HFF Holdings’				Partnership Units
		Exchange as a				in the Operating				shares of Class A				Partnership Units				in the Operating
		result of the				Partnerships				Common Stock				Expected to				Partnerships
		Reorganization				Becoming Eligible				Exchanged Through				Become Available				Becoming Eligible
Exchangeability Date:		Transactions				for Exchange				June 30, 2011				for Exchange				for Exchange
January 31, 2009			5,088,750				25	%			5,088,750				—				0	%
January 31, 2010			5,088,750				25	%			5,088,750				—				0	%
January 31, 2011			5,088,750				25	%			5,037,863				50,887				5	%
January 31, 2012			5,088,750				25	%			4,117,104				971,646				95	%
Total			20,355,000				100	%			19,332,467				1,022,533				100	%

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 June 30, 2011, 19,332,467 partnership units in each of the Operating Partnerships beneficially owned by members of HFF Holdings immediately following the Reorganization Transactions had been exchanged for an equal amount of shares of HFF, Inc.’s Class A common stock pursuant to the Exchange Right. After giving effect to these changes, HFF Holdings owned 2.8% of the Operating Partnerships at June 30, 2011.

If all of the remaining partnership units held by HFF Holdings were exchanged for shares of Class A common stock of HFF, Inc. on June 30, 2011, 1,022,533 shares of Class A common stock with a fair value of $15.4 million would be issued and 36,981,054 shares of Class A common stock would be outstanding.

As a result of the Reorganization Transactions, HFF Holdings was issued one share of the Company’s 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 one 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 vote together as a single class on all matters presented to our stockholders for their vote or approval. The Company had issued 36,076,878 and 34,939,922 shares of Class A common stock and 1 share of Class B common stock as of June 30, 2011 and December 31, 2010, respectively.

15. Earnings Per Share

The Company’s net income and weighted average shares outstanding for the three and six month periods ended June 30, 2011 and 2010 consist of the following (dollars in thousands):

		Three months ended								Six months ended
		June 30,								June 30,
		2011				2010				2011				2010
Net income		$	13,488			$	7,227			$	17,835			$	7,775
Net income attributable to controlling interest		$	12,857			$	2,699			$	16,906			$	2,622
Weighted Average Shares Outstanding:
Basic			36,041,951				19,721,386				35,674,279				18,777,848
Diluted			36,331,690				19,728,088				35,952,922				18,783,247

The calculations of basic and diluted net income per share amounts for the three and six month periods ended June 30, 2011 and 2010 are described and presented below.

Basic Net Income per Share

Numerator — net income attributable to controlling interest for the three and six month periods ended June 30, 2011 and 2010, respectively.

Denominator — the weighted average shares of Class A common stock for the three and six month periods ended June 30, 2011 and 2010, including 90,833 and 95,215 restricted stock units that have vested and whose issuance is no longer contingent as of June 30, 2011 and June 30, 2010, respectively.

Diluted Net Income per Share

Numerator — net income attributable to controlling interest for the three and six month periods ended June 30, 2011 and 2010 as in the basic net income per share calculation described above plus income allocated to noncontrolling interest holder upon assumed exercise of the Exchange Right.

Denominator — the weighted average shares of Class A common stock for the three and six month periods ended June 30, 2011 and 2010, including 90,833 and 95,215 restricted stock units that have vested and whose issuance is no longer contingent as of June 30, 2011 and June 30, 2010, 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.

		Three months ended								Six months ended
		June 30,								June 30,
		2011				2010				2011				2010
Basic Earnings Per Share of Class A Common Stock
Numerator:
Net income attributable to controlling interest		$	12,857			$	2,699			$	16,906			$	2,622
Denominator:
Weighted average number of shares of Class A common stock outstanding			36,041,951				19,721,386				35,674,279				18,777,848
Basic net income per share of Class A common stock		$	0.36			$	0.14			$	0.47			$	0.14
Diluted Earnings Per Share of Class A Common Stock
Numerator:
Net income attributable to controlling interest		$	12,857			$	2,699			$	16,906			$	2,622
Add—dilutive effect of:
Income allocated to noncontrolling interest holder upon assumed exercise of exchange right			—				—				—				—
Denominator:
Basic weighted average number of shares of Class A common stock			36,041,951				19,721,386				35,674,279				18,777,848
Add—dilutive effect of:
Unvested restricted stock units			268,690				—				259,448				—
Stock options			21,049				6,702				19,194				5,399
Noncontrolling interest holder Exchange Right			—				—				—				—
Weighted average common shares outstanding — diluted			36,331,690				19,728,088				35,952,922				18,783,247
Diluted earnings per share of Class A common stock		$	0.35			$	0.14			$	0.47			$	0.14

16. Related Party Transactions

The Company made payments on behalf of two affiliates of $2,344 and $184,149, respectively, during the six month period ended June 30, 2011. The Company made payments on behalf of two affiliates of $448 and $25,684, respectively, during the six month period ended June 30, 2010. The Company had a net receivable from affiliates of approximately $206,000 and $19,000 at June 30, 2011 and December 31, 2010, respectively.

As a result of the Company’s 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 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 entering into the tax receivable agreement and making payments under that agreement. As members of HFF Holdings, each of John Pelusi, the Company’s chief executive officer, John Fowler, Mark Gibson and Jody Thornton, each a member of the Company’s board of directors and a transaction professional of the Operating

Partnerships, is entitled to participate in such payments, in each case on a pro rata basis based upon such person’s ownership of interests in each series of tax receivable payments created by the initial public offering or subsequent exchange of Operating Partnership units. The Company retains the remaining 15% of cash savings in income tax that it realizes. For purposes of the tax receivable agreement, cash savings in income tax is computed by comparing the Company’s 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 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 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 $152.5 million, of which approximately $6.3 million is anticipated to be paid during 2011, for this obligation to HFF Holdings as a liability on the consolidated balance sheet as of June 30, 2011.

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 each of the producers achieving the performance targets and the probability of each of the producers signing an employment agreement. As of June 30, 2011, no accrual has been made for these arrangements.

Item 2. Management’s 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 June 30, 2011, and the results of our operations for the three and six month periods ended June 30, 2011, 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, 2010.

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. We operate out of 19 offices nationwide with approximately 177 transaction professionals and 284 support associates.

     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 within the U.S. commercial real estate sector.

     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 service, 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 recession in either the global economy and/or the domestic economy, including 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, liquidity and Sovereign Debt issues. Global and domestic credit, liquidity and Sovereign Debt issues have, in the past and in recent times, led to credit and liquidity issues as well as economic slow-downs or outright downturns, including commercial real estate market downturns. These downturns have in turn led to decreases in transaction activity and lower values. The recent situations in the global credit markets, whereby many world governments (including 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 have taken direct ownership of the same, is unprecedented in the Company’s history. In addition, recent and current global and domestic Sovereign Debt concerns on the ability of Sovereign Governments, including the U.S. to meet their respective debt obligations now and in the future may likewise have a significant impact, on not only the global and domestic economies, including the U.S. (where the Company transacts virtually all of its business), but also on the availability of credit to businesses and consumers alike, which likewise may result in a significant downturn in the respective economies. Restrictions on the availability of capital, both debt and/or equity, have created and can in the future create significant reductions in both debt and/or equity capital and could further reduce the liquidity in the 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, the above issues may reduce the number of acquisitions, dispositions and loan originations, as well as the respective number of transactions and transaction volumes, which could in turn 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 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 asset classes. In addition, 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 in turn 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, the global and domestic credit and liquidity issues, coupled with the global and domestic economic recession/slow down, reduced in 2008, 2009 and 2010, when compared to prior periods in 2002 through 2007, and may reduce in the future the number of acquisitions, dispositions and loan originations, as well as the respective number of transactions and transaction volumes. This has had, and may have in the future, 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, mortgage REITS and debt funds, captive finance companies and other financial institutions as well as the Sovereign global governments, (including the U.S. where the Company transacts virtually all of its business) have adversely affected, and will likely continue to adversely affect the global and domestic economies and 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 and now the current global Sovereign Debt issues (including the U.S.) also continue to be a risk, not only due to the potential negative adverse impacts on the performance of global economies including the U.S. and its commercial real estate markets, but also due 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 and, in particular, in the U.S., where we operate.

     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.

Results of Operations

     Following is a discussion of our results of operations for the three months ended June 30, 2011 and June 30, 2010. The table included in the period comparisons 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 “Management’s 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, 2010.

		For the Three Months Ended
		June 30,
		2011								2010
																		Total				Total
						% of								% of				Dollar				Percentage
		Dollars				Revenue				Dollars				Revenue				Change				Change
						(dollars in thousands, unless percentages)
Revenues
Capital markets services revenue		$	72,056				98.8	%		$	33,679				98.7	%		$	38,377				113.9	%
Interest on mortgage notes receivable			402				0.6	%			278				0.8	%			124				44.6	%
Other			439				0.6	%			176				0.5	%			263				149.4	%
Total revenues			72,897				100.0	%			34,133				100.0	%			38,764				113.6	%
Operating expenses
Cost of services			40,111				55.0	%			18,908				55.4	%			21,203				112.1	%
Personnel			7,526				10.3	%			3,377				9.9	%			4,149				122.9	%
Occupancy			1,774				2.4	%			1,689				4.9	%			85				5.0	%
Travel and entertainment			1,661				2.3	%			922				2.7	%			739				80.2	%
Supplies, research and printing			1,212				1.7	%			789				2.3	%			423				53.6	%
Other			3,863				5.3	%			3,293				9.6	%			570				17.3	%
Total operating expenses			56,147				77.0	%			28,978				84.9	%			27,169				93.8	%
Operating income			16,750				23.0	%			5,155				15.1	%			11,595				224.9	%
Interest and other income, net			5,361				7.4	%			3,957				11.6	%			1,404				35.5	%
Interest expense			(7	)			(0.0	)%			(13	)			(0.0	)%			6				(46.2	)%
Increase in payable under tax receivable agreement			—				0.0	%			—				0.0	%			—				0.0	%
Income before income taxes			22,104				30.3	%			9,099				26.7	%			13,005				142.9	%
Income tax expense			8,616				11.8	%			1,872				5.5	%			6,744				360.3	%
Net income			13,488				18.5	%			7,227				21.2	%			6,261				86.6	%
Net income attributable to noncontrolling interest			631				0.9	%			4,528				13.3	%			(3,897	)			(86.1	)%
Net income attributable to controlling interest		$	12,857				17.6	%		$	2,699				7.9	%		$	10,158				376.4	%