-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L75x40JEEVJicxpp8JBHHn1zHIXYRFQgRsiSVnH+HGcoDXY+tNO/tis7rSLxhuOv 1OMx3Pe0i95vHofOlJIZyQ== 0000893220-07-002197.txt : 20070618 0000893220-07-002197.hdr.sgml : 20070618 20070618155537 ACCESSION NUMBER: 0000893220-07-002197 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070615 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070618 DATE AS OF CHANGE: 20070618 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HFF, Inc. CENTRAL INDEX KEY: 0001380509 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 510610340 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33280 FILM NUMBER: 07925809 BUSINESS ADDRESS: STREET 1: 429 FOURTH AVENUE STREET 2: SUITE 200 CITY: PITTSBURGH STATE: PA ZIP: 15219 BUSINESS PHONE: 412-281-8714 MAIL ADDRESS: STREET 1: 429 FOURTH AVENUE STREET 2: SUITE 200 CITY: PITTSBURGH STATE: PA ZIP: 15219 8-K 1 w36154e8vk.htm FORM 8-K e8vk
Table of Contents

 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported) : June 15, 2007
HFF, Inc.
(Exact name of Registrant as specified in its charter)
         
Delaware
(State or Other Jurisdiction
of Incorporation or Organization)
  001-33280
(Commission File Number)
  51-0610340
(I.R.S. Employer
Identification No.)
 
One Oxford Centre
301 Grant Street, Suite 600
Pittsburgh, Pennsylvania 15219
(412) 281-8714
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 


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Item 7.01 Regulation FD Disclosure.
On June 15, 2007, HFF, Inc. (the “Company”) issued a press release announcing results of the Company’s annual meeting held June 5, 2007 and reporting a clarification and resulting revision to its previously reported production volume data related primarily to the private equity discretionary fund volume in the Company’s Securities platform. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
The Company is furnishing the press release pursuant to the Securities and Exchange Commission’s Regulation FD. This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section unless we specifically incorporate it by reference in a document filed under the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Exchange Act of 1933, as amended, except as previously set forth by specific reference in such a filing.
By filing this report on Form 8-K and furnishing this information, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
         
  99.1    
Press Release, dated June 15, 2007, announcing results of 2007 stockholder meeting and clarification in securities business volume.

 


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Signature
     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  HFF, INC.
 
 
Dated: June 18, 2007  By:   /s/ Gregory R. Conley    
    Gregory R. Conley   
    Chief Financial Officer   

 


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EXHIBIT INDEX
         
Exhibit Number   Description
  99.1    
Press Release, dated June 15, 2007, announcing results of 2007 stockholder meeting and clarification in securities business volume.

 

EX-99.1 2 w36154exv99w1.htm PRESS RELEASE DATED JUNE 15, 2007 exv99w1
 

Exhibit 99.1
(HFF, INC. LOGO)
June 15, 2007
         
Contacts:
       
JOHN H. PELUSI JR.
  GREGORY R. CONLEY   MYRA F. MOREN
Chief Executive Officer
  Chief Financial Officer   Director, Investor Relations
(412) 281-8714
  (412) 281-8714   (713) 852-3500
jpelusi@hfflp.com
  gconley@hfflp.com   mmoren@hfflp.com
HFF, Inc. announces results of 2007 stockholder meeting
and clarification in Securities business volume
PITTSBURGH, PA — HFF, Inc. (NYSE: HF) reported today that at the company’s annual meeting, held June 5th, stockholders re-elected three directors and ratified the appointment of Ernst & Young LLP as independent, registered auditors for HFF, Inc.’s 2007 fiscal year.
     Re-elected as Class I directors (with terms that expire in 2010) by the stockholders were: John Z. Kukral, Deborah H. McAneny and board vice-chairman, John H. Pelusi, Jr.
     HFF also reported a clarification and resulting revision to its previously reported production volume data related primarily to the private equity discretionary fund volume in the company’s Securities platform. The Securities platform primarily captures the company’s private equity discretionary fund-raising activities and also includes various corporate finance capital raising and advisory services. In its earnings releases, HFF reported production volume for each of its capital markets platform services and, in an effort to provide better clarity regarding the reported private equity discretionary fund volume in the Securities platform, is changing the method in which this volume will be reported in the future. The company will no longer measure and report discretionary fund volume as it had in the past, but rather will refer to it as the amount of active private equity discretionary fund transactions on which it has been engaged and may recognize additional future revenue.
     The table at the end of this press release provides the previously reported volume data and the revised volume data incorporating the changes. Note that the reported volume data is provided for informational purposes only, is unaudited and is estimated based on the company’s internal database. This volume data is maintained in a proprietary database, CapTrack, which records clients, capital sources and select data for transactions that have closed and are currently in process. In addition, this volume data is separate and distinct

 


 

HFF, Inc. announces results of 2007 stockholder meeting
and clarification in Securities business volume
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from the company’s financial accounting systems that are used to produce its financial statements and reported earnings. As such, there is no change to the company’s previously reported earnings or in the way it recognizes and reports revenues or earnings related to the Securities platform business activities or any of its other platform businesses.
     Based on the clarification and using the methodology described above, HFF had previously under-reported the amount of active private equity discretionary fund volumes for the years ended December 31, 2005 and 2006 as well as the first quarters ended March 31, 2006 and 2007. This change has also necessitated a revision to the volumes reported for the Structured Finance platform. Additionally, due to different survey and marketing format variances, the company may also report its Securities platform business activities in various industry publications using different measurement methodologies from those outlined above.
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HFF, Inc. announces results of 2007 stockholder meeting
and clarification in Securities business volume
Page 3
Production Volume by Platform
Comparison of Previously Reported Volumes to Revised Volumes

(dollars in millions)
                                                                 
    Previously Reported Volumes  
    Year Ended     Three Months Ended  
    December 31,     March 31,  
    2005     2006     2007     2006  
Volume:                                                
Platform   Volume     No. of Deals     Volume     No. of Deals     Volume     No. of Deals     Volume     No. of Deals  
Debt Placement
  $ 22,028       1,152     $ 22,116       1,010     $ 5,344       262     $ 3,783       211  
Investment Sales
    7,606       188       10,141       186       4,287       47       2,452       47  
Structured Finance
    1,886       119       2,858       95       496       27       358       23  
Note Sale & Note Sale Advisory
    94       4       414       2       117       2              
Private Equity Discretionary Funds
    165       9       927       7       1,070       5       50       1  
 
                                               
Total Transaction Volume
    31,779       1,472       36,456       1,300       11,314       343       6,643       282  
 
                                                               
Average Transaction Size
  $ 22             $ 28             $ 33             $ 24          
 
                                                               
Loan Servicing Portfolio Balance
  $ 14,890       1,539     $ 18,025       1,752     $ 19,018       1,840     $ 15,180       1,605  
                                                                 
    Revised Volumes
    Year Ended   Three Months Ended
    December 31,   March 31,
    2005   2006   2007   2006
Volume:                                
Platform   Volume   No. of Deals   Volume   No. of Deals   Volume   No. of Deals   Volume   No. of Deals
Debt Placement
  $ 22,028       1,152     $ 22,116       1,010     $ 5,344       262     $ 3,783       211  
Investment Sales
    7,606       188       10,141       186       4,287       47       2,452       47  
Structured Finance
    1,886       119       2,715       95       501       28       208       22  
Note Sale & Note Sale Advisory
    94       4       414       2       117       2          
 
                                                               
Total Transaction Volume
    31,614       1,463       35,386       1,293       10,249       339       6,443       280  
 
                                                               
Average Transaction Size
  $ 22             $ 27             $ 30             $ 23          
 
                                                               
Private Equity Discretionary Funds
  $ 766       5     $ 1,316       8     $ 1,316       8     $ 816       6  
 
                                                               
Loan Servicing Portfolio Balance
  $ 14,890       1,539     $ 18,025       1,752     $ 19,018       1,840     $ 15,180       1,605  
 
                                                               
Difference in Previously Reported v Revised Volume                                                        
Private Equity Discretionary Funds
  $ 601       (4 )   $ 389       1     $ 246       3     $ 766       5  
 
                                                               
Structured Finance
  $           $ (143 )         $ 5       1     $ (150 )     (1 )
 
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HFF, Inc. announces results of 2007 stockholder meeting
and clarification in Securities business volume
Page 4
About HFF, Inc.
Through its subsidiaries Holliday Fenoglio Fowler, L.P. and HFF Securities L.P., the company operates out of 18 offices nationwide and is one of the leading providers of commercial real estate and capital markets services, by transaction volume, to the U.S. commercial real estate industry. The company offers clients a fully integrated national capital markets platform including debt placement, investment sales, structured finance, private equity, investment banking and advisory services, note sales and note sale advisory services and commercial loan servicing.
Certain statements in this press release are “forward-looking statements” within the meaning of the federal securities laws. Statements about our beliefs and expectations and statements containing the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend” and similar expressions constitute forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results and performance in future periods to be materially different from any future results or performance suggested in forward-looking statements in this earnings press release. Investors, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements speak only as of the date of this earnings press release and, except to the extent required by applicable securities laws, the Company expressly disclaims any obligation to update or revise any of them to reflect actual results, any changes in expectations or any change in events. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements. Factors that could cause results to differ materially include, but are not limited to: (1) general economic conditions and commercial real estate market conditions; (2) the Company’s ability to retain and attract transaction professionals; (3) the Company’s ability to retain its business philosophy and partnership culture and other risks associated with our transformation to a public company; (4) competitive pressures; (5) risks related to our organizational structure; and (6) other factors discussed in our public filings, including the risk factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
Additional information concerning factors that may influence HFF, Inc.’s financial information is discussed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Quantitative and Qualitative Disclosures About Market Risk” and “Forward-Looking Statements” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, as well as in the Company’s press releases and other periodic filings with the Securities and Exchange Commission. Such information and filings are available publicly and may be obtained from the Company’s web site at www.hfflp.com or upon request from the HFF, Inc. Investor Relations Department at investorrelations@hfflp.com.
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