Income Taxes | 9 Months Ended |
Sep. 30, 2014 |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
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12. Income Taxes |
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Income tax expense includes current and deferred taxes as follows (dollars in thousands): |
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| | Current | | | Deferred | | | Total | | | | | |
Nine Months Ended September 30, 2014: | | | | | | | | | | | | | | | | |
Federal | | $ | 8,903 | | | $ | 11,613 | | | $ | 20,516 | | | | | |
State | | | 2,016 | | | | 1,797 | | | | 3,813 | | | | | |
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| | $ | 10,919 | | | $ | 13,410 | | | $ | 24,329 | | | | | |
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| | Current | | | Deferred | | | Total | | | | | |
Nine Months Ended September 30, 2013: | | | | | | | | | | | | | | | | |
Federal | | $ | 9,678 | | | $ | 7,069 | | | $ | 16,747 | | | | | |
State | | | 942 | | | | 575 | | | | 1,517 | | | | | |
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| | $ | 10,620 | | | $ | 7,644 | | | $ | 18,264 | | | | | |
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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 nine months ended September 30, 2014 and 2013 (dollars in thousands): |
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| | September 30, | |
| | 2014 | | | 2013 | |
Income tax expense / (benefit) | | | | | Rate | | | | | | Rate | |
Taxes computed at federal rate | | $ | 20,535 | | | | 35 | % | | $ | 16,459 | | | | 35 | % |
State and local taxes, net of federal tax benefit | | | 2,647 | | | | 4.5 | % | | | 2,247 | | | | 4.8 | % |
Effect of deferred tax rate change | | | 776 | | | | 1.3 | % | | | (822 | ) | | | (1.7 | )% |
Change in income tax benefit payable to stockholder | | | (162 | ) | | | (0.3 | )% | | | (178 | ) | | | (0.4 | )% |
Provision to return adjustment | | | (49 | ) | | | (0.1 | )% | | | — | | | | 0 | % |
Change in state net operating loss | | | — | | | | 0 | % | | | (155 | ) | | | (0.3 | )% |
Compensation limitation | | | 51 | | | | 0.1 | % | | | 319 | | | | 0.7 | % |
Meals and entertainment | | | 520 | | | | 0.9 | % | | | 397 | | | | 0.8 | % |
Other | | | 11 | | | | 0 | % | | | (3 | ) | | | (0.0 | )% |
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Income tax expense | | $ | 24,329 | | | | 41.5 | % | | $ | 18,264 | | | | 38.8 | % |
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Deferred income tax assets and liabilities consist of the following at September 30, 2014 and December 31, 2013 (dollars in thousands): |
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| | September 30, | | | December 31, | | | | | | | | | |
2014 | 2013 | | | | | | | | |
Deferred income tax assets: | | | | | | | | | | | | | | | | |
Section 754 election tax basis step-up | | $ | 148,014 | | | $ | 158,229 | | | | | | | | | |
Tenant improvements | | | 2,736 | | | | 2,522 | | | | | | | | | |
Net operating loss carryforward | | | 36 | | | | 379 | | | | | | | | | |
Restricted stock units | | | 3,154 | | | | 5,271 | | | | | | | | | |
Compensation | | | 3,287 | | | | 3,805 | | | | | | | | | |
Intangible asset | | | 479 | | | | 510 | | | | | | | | | |
Tax credits | | | — | | | | 123 | | | | | | | | | |
Other | | | 408 | | | | 348 | | | | | | | | | |
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Deferred income tax asset | | | 158,114 | | | | 171,187 | | | | | | | | | |
Deferred income tax liabilities: | | | | | | | | | | | | | | | | |
Goodwill | | | (1,275 | ) | | | (1,277 | ) | | | | | | | | |
Servicing rights | | | (6,593 | ) | | | (6,332 | ) | | | | | | | | |
Deferred rent | | | (1,971 | ) | | | (1,892 | ) | | | | | | | | |
Investment in partnership | | | (586 | ) | | | (587 | ) | | | | | | | | |
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Deferred income tax liability | | | (10,425 | ) | | | (10,088 | ) | | | | | | | | |
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Net deferred income tax asset | | $ | 147,689 | | | $ | 161,099 | | | | | | | | | |
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The primary deferred tax asset represents a tax basis step-up election under Section 754 of the Internal Revenue Code (“Section 754”) made by the Company 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. The annual pre-tax benefit on the Section 754 step-up and past payments under the tax receivable agreement was approximately $32.8 million at September 30, 2014. 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 two 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. 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, if any, are recorded as a component of income tax expense. |
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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 anticipated 2014 pre-tax benefit of approximately $32.8 million, the Company needs to generate approximately $268 million in revenue during 2014, assuming a constant cost structure. In the event that the Company cannot realize the anticipated 2014 pre-tax benefit of $32.8 million, the shortfall becomes a net operating loss that can be carried back two 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). The Company has state tax effected net operating loss carryforwards of $36,000 at September 30, 2014. The state net operating loss carryforwards expire from 2020 through 2028. |
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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 three and nine month periods ending September 30, 2014 and 2013. |
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Tax Receivable Agreement |
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In connection with the Reorganization Transactions, HFF LP and HFF Securities made an election under Section 754 for 2007 and kept that election in effect for each taxable year in which an exchange of Operating Partnership partnership units for shares of the Company’s Class A common stock occurred. The initial sale as a result of the Offering and subsequent exchanges of Operating Partnership units for shares of Class A common stock produced 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. As a result of the increase in tax basis, the Company is entitled to future tax benefits of $148.0 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 2014. 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. |
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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. |
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The Company believes it is more likely than not that it will realize 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 at the time of each exchange of Operating Partnership partnership units for shares of the Company’s Class A common stock. As of August 31, 2012, all of the Operating Partnership partnership units have been exchanged. |
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While the actual amount and timing of payments under the tax receivable agreement depend upon a number of factors, including the amount and timing of taxable income generated in the future, changes in future tax rates, the value of individual assets, the portion of the 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 future payments that will be made to HFF Holdings will be $134.2 million, and has recorded this obligation to HFF Holdings as a liability on the consolidated balance sheet. To the extent the Company does not realize all of the tax benefits in future years, this liability to HFF Holdings may be reduced. |
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In conjunction with the filing of the Company’s 2013 federal and state tax returns, the benefit for 2013 relating to the Section 754 basis step-up was finalized resulting in $12.5 million of tax benefits being realized by the Company. As discussed above, the Company is obligated to remit to HFF Holdings 85% of any such cash savings in federal and state tax. As such, during the third quarter of 2014, the Company paid $10.7 million to HFF Holdings under the tax receivable agreement. In conjunction with the filing of the Company’s 2012 federal and state tax returns, the benefit for 2012 relating to the Section 754 basis step-up was finalized resulting in $12.2 million of tax benefits being realized by the Company and as such, during the third quarter of 2013, the Company paid $10.4 million to HFF Holdings under the tax receivable agreement. As of September 30, 2014, the Company has made payments to HFF Holdings pursuant to the terms of the tax receivable agreement in an aggregate amount of approximately $52.6 million and the Company anticipates to make a payment of $10.8 million to HFF Holdings in 2015. |