Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the quarterly period ended June 30, 2019



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

For the transition period from _______________________ to ___________________________

Commission file number 001-38021

HAMILTON LANE INCORPORATED

(Exact name of Registrant as specified in its charter)



Delaware		26-2482738
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Presidential Blvd.,	4th Floor
Bala Cynwyd,	PA	19004
(Address of principal executive offices)		(Zip Code)

(610) 934-2222

(Registrant’s telephone number, including area code)



Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share	HLNE	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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 x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	x	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: As of August 5, 2019, there were 27,370,353 shares of the registrant’s Class A common stock, par value $0.001, and 23,516,439 shares of the registrant’s Class B common stock, par value $0.001, outstanding.

Table of Contents



	Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements	3
Condensed Consolidated Balance Sheets as of June 30, 2019 and March 31, 2019	3
Condensed Consolidated Statements of Income for the three months ended June 30, 2019 and 2018	4
Condensed Consolidated Statements of Comprehensive Income for the three months ended June 30, 2019 and 2018	5
Condensed Consolidated Statements of Stockholders’ Equity for the three months ended June 30, 2019 and 2018	6
Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2019 and 2018	7
Notes to Condensed Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3. Qualitative and Quantitative Disclosures about Market Risk	38
Item 4. Controls and Procedures	40
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	41
Item 1A. Risk Factors	41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 6. Exhibits	42
Signatures	43

This Quarterly Report on Form 10-Q (“Form 10-Q”) includes certain information regarding the historical performance of our specialized funds and customized separate accounts. An investment in shares of our Class A common stock is not an investment in our specialized funds or customized separate accounts. In considering the performance information relating to our specialized funds and customized separate accounts contained herein, current and prospective Class A common stockholders should bear in mind that the performance of our specialized funds and customized separate accounts is not indicative of the possible performance of shares of our Class A common stock and is also not necessarily indicative of the future results of our specialized funds or customized separate accounts, even if fund investments were in fact liquidated on the dates indicated, and there can be no assurance that our specialized funds or customized separate accounts will continue to achieve, or that future specialized funds and customized separate accounts will achieve, comparable results.

We own or have rights to trademarks, service marks or trade names that we use in connection with the operation of our business. In addition, our names, logos and website names and addresses are owned by us or licensed by us. We also own or have the rights to copyrights that protect the content of our solutions. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this Form 10-Q are listed without the ©, ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks, trade names and copyrights.

This Form 10-Q may include trademarks, service marks or trade names of other companies. Our use or display of other parties’ trademarks, service marks, trade names or products is not intended to, and does not imply a relationship with, or endorsement or sponsorship of us by, the trademark, service mark or trade name owners.

Unless otherwise indicated, information contained in this Form 10-Q concerning our industry and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources (including industry publications, surveys and forecasts), and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets that we believe to be reasonable. Although we believe the data from these third-party sources is reliable, we have not independently verified any third-party information.

Unless otherwise indicated or the context otherwise requires, all references in this Form 10-Q to “we,” “us,” “our,” the “Company,” “Hamilton Lane” and similar terms refer to Hamilton Lane Incorporated and its consolidated subsidiaries. As used in this Form 10-Q, (i) the term “HLA” refers to Hamilton Lane Advisors, L.L.C. and (ii) the terms “Hamilton Lane Incorporated” and “HLI” refer solely to Hamilton Lane Incorporated, a Delaware corporation, and not to any of its subsidiaries.

Cautionary Note Regarding Forward-Looking Information

Some of the statements in this Form 10-Q may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. Words such as “will,” “expect,” “believe,” “estimate,” “continue,” “anticipate,” “intend,” “plan” and similar expressions are intended to identify these forward-looking statements. Forward-looking statements discuss management’s current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance and business. All forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different, including risks relating to our ability to manage growth, fund performance, changes in our regulatory environment and tax status; market conditions generally; our ability to access suitable investment opportunities for our clients; our ability to maintain our fee structure; our ability to attract and retain key employees; our ability to manage our obligations under our debt agreements; defaults by clients and third-party investors on their obligations to us; our ability to comply with investment guidelines set by our clients; and our ability to receive distributions from HLA to fund our payment of dividends, taxes and other expenses.

The foregoing list of factors is not exhaustive. For more information regarding these risks and uncertainties as well as additional risks that we face, you should refer to the “Risk Factors” detailed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2019 (our “2019 Form 10-K”) and in our subsequent reports filed from time to time with the Securities and Exchange Commission (the “SEC”). The forward-looking statements included in this Form 10-Q are made only as of the date we filed this report. We undertake no obligation to update or revise any forward-looking statement as a result of new information or future events, except as otherwise required by law.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Hamilton Lane Incorporated

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except share and per share amounts)



	June 30,		March 31,
	2019		2019
Assets
Cash and cash equivalents	$	58,871	$	49,357
Restricted cash	2,502		2,233
Fees receivable	19,647		20,320
Prepaid expenses	4,802		4,714
Due from related parties	4,459		2,628
Furniture, fixtures and equipment, net	8,158		8,108
Lease right-of-use assets, net	10,770		—
Investments	168,436		154,491
Deferred income taxes	104,822		107,726
Other assets	10,377		11,014
Total assets	$	392,844	$	360,591
Liabilities and Equity
Accounts payable	$	2,749	$	2,619
Accrued compensation and benefits	15,690		12,216
Deferred incentive fee revenue	3,704		3,704
Debt	70,030		70,954
Accrued members’ distributions	8,985		17,081
Payable to related parties pursuant to tax receivable agreement	69,772		69,636
Dividends payable	7,345		5,673
Lease liabilities	11,661		—
Other liabilities (includes $16,613 and $0 at fair value)	25,073		8,986
Total liabilities	215,009		190,869

Commitments and contingencies (Note 13)

Preferred stock, $0.001 par value, 10,000,000 authorized, none issued	—		—
Class A common stock, $0.001 par value, 300,000,000 authorized; 27,372,901 and 27,367,477 issued and outstanding as of June 30, 2019 and March 31, 2019, respectively	27		27
Class B common stock, $0.001 par value, 50,000,000 authorized; 23,516,439 issued and outstanding as of June 30, 2019 and March 31, 2019, respectively	24		24
Accumulated other comprehensive income	14		7
Additional paid-in-capital	93,543		92,482
Retained earnings	21,722		17,686
Total Hamilton Lane Incorporated stockholders’ equity	115,330		110,226
Non-controlling interests in general partnerships	5,932		5,716
Non-controlling interests in Hamilton Lane Advisors, L.L.C.	56,573		53,780
Total equity	177,835		169,722
Total liabilities and equity	$	392,844	$	360,591

See accompanying notes to the condensed consolidated financial statements.

Hamilton Lane Incorporated

Condensed Consolidated Statements of Income

(Unaudited)

(In thousands, except per share amounts)



	Three Months Ended June 30,
	2019			2018
Revenues
Management and advisory fees	$	60,551		$	50,979
Incentive fees	4,135			12,383
Total revenues	64,686			63,362
Expenses
Compensation and benefits	23,646			26,622
General, administrative and other	14,047			11,048
Total expenses	37,693			37,670
Other income (expense)
Equity in income (loss) of investees	6,213			(114		)
Interest expense	(817		)	(765		)
Interest income	280			42
Non-operating loss	(879		)	(135		)
Total other income (expense)	4,797			(972		)
Income before income taxes	31,790			24,720
Income tax expense	4,337			1,617
Net income	27,453			23,103
Less: Income (loss) attributable to non-controlling interests in general partnerships	504			(120		)
Less: Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	15,568			14,378
Net income attributable to Hamilton Lane Incorporated	$	11,381		$	8,845

Basic earnings per share of Class A common stock	$	0.43		$	0.40
Diluted earnings per share of Class A common stock	$	0.42		$	0.39
Dividends declared per share of Class A common stock	$	0.275		$	0.2125

See accompanying notes to the condensed consolidated financial statements.

Hamilton Lane Incorporated

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(In thousands)



	Three Months Ended June 30,
	2019		2018
Net income	$	27,453	$	23,103
Other comprehensive income, net of tax
Foreign currency translation	13		—
Total other comprehensive income, net of tax	13		—
Comprehensive income	27,466		23,103
Less:
Comprehensive income (loss) attributable to non-controlling interests in general partnerships	504		(120		)
Comprehensive income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	15,574		14,378
Total comprehensive income attributable to Hamilton Lane Incorporated	$	11,388	$	8,845

See accompanying notes to the condensed consolidated financial statements.



	5

Hamilton Lane Incorporated

Condensed Consolidated Statement of Stockholders' Equity

(Unaudited)

(In thousands)



	Class A Common Stock		Class B Common Stock		Additional Paid in Capital			Retained Earnings			Accumulated Other Comprehensive Income		Non-Controlling Interests in General Partnerships			Non- Controlling Interests in Hamilton Lane Advisors, L.L.C.			Total Equity
	Class A Common Stock		Class B Common Stock		Additional Paid in Capital			Retained Earnings			Accumulated Other Comprehensive Income		Non-Controlling Interests in General Partnerships						Total Equity
Balance at March 31, 2019	$	27	$	24	$	92,482		$	17,686		$	7	$	5,716		$	53,780		$	169,722
Net income	—		—		—			11,381			—		504			15,568			27,453
Other comprehensive income	—		—		—			—			7		—			6			13
Equity-based compensation	—		—		875			—			—		—			866			1,741
Issuance of shares for contingent compensation payout	—		—		214			—			—		—			211			425
Repurchase of Class A shares for employee tax withholding	—		—		(9		)	—			—		—			(8		)	(17		)
Deferred tax adjustment	—		—		4			—			—		—			—			4
Dividends declared	—		—		—			(7,345		)	—		—			—			(7,345		)
Capital contributions from (distributions to) non-controlling interests, net	—		—		—			—			—		(288		)	—			(288		)
Member distributions	—		—		—			—			—		—			(14,149		)	(14,149		)
Employee Share Purchase Plan share issuance	—		—		139			—			—		—			137			276
Equity reallocation between controlling and non-controlling interests	—		—		(162		)	—			—		—			162			—
Balance at June 30, 2019	$	27	$	24	$	93,543		$	21,722		$	14	$	5,932		$	56,573		$	177,835

Balance at March 31, 2018	$	22	$	26	$	73,829		$	4,549		$	—	$	7,266		$	50,382		$	136,074
Cumulative-effect adjustment from adoption of accounting guidance	—		—		411			20			—		—			566			997
Net income (loss)	—		—		—			8,845			—		(120		)	14,378			23,103
Equity-based compensation	—		—		678			—			—		—			932			1,610
Repurchase of Class A shares for employee tax withholding	—		—		(63		)	—			—		—			(87		)	(150		)
Dividends declared	—		—		—			(4,729		)	—		—			—			(4,729		)
Capital contributions from (distributions to) non-controlling interests, net	—		—		—			—			—		(437		)	—			(437		)
Member distributions	—		—		—			—			—		—			(11,543		)	(11,543		)
Equity reallocation between controlling and non-controlling interests	—		—		(53		)	—			—		—			53			—
Balance at June 30, 2018	$	22	$	26	$	74,802		$	8,685		$	—	$	6,709		$	54,681		$	144,925

See accompanying notes to the condensed consolidated financial statements.



	6

Hamilton Lane Incorporated

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)



	Three Months Ended June 30,
	2019			2018
Operating activities:
Net income	$	27,453		$	23,103
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	802			510
Change in deferred income taxes	2,904			583
Change in payable to related parties pursuant to tax receivable agreement	136			202
Equity-based compensation	1,727			1,587
Equity in (income) loss of investees	(6,213		)	114
Proceeds received from investments	2,194			2,679
Other	667			80
Changes in operating assets and liabilities:
Fees receivable	673			(1,786		)
Prepaid expenses	(88		)	(852		)
Due from related parties	(1,831		)	1,273
Other assets	577			(354		)
Accounts payable	130			(1,295		)
Accrued compensation and benefits	3,899			13,694
Deferred incentive fees	—			(2,541		)
Other liabilities	372			867
Net cash provided by operating activities	33,402			37,864
Investing activities:
Purchase of furniture, fixtures and equipment	(737		)	(1,413		)
Purchase of other investments	(3,967		)	—
Distributions received from investments	1,861			1,960
Contributions to investments	(7,645		)	(8,641		)
Net cash provided by (used in) investing activities	(10,488		)	(8,094		)
Financing activities:
Repayments of debt	(938		)	(469		)
Draw-down on revolver	15,000			—
Repayment of revolver	(15,000		)	—
Secured financing	15,750			—
Contributions from non-controlling interest holders	9			17
Distributions to non-controlling interest holders	(297		)	(454		)
Repurchase of Class A shares for employee tax withholding	(17		)	(150		)
Proceeds received from issuance of shares under Employee Share Purchase Plan	276			—
Dividends paid	(5,673		)	(3,893		)
Members’ distributions paid	(22,245		)	(18,762		)
Net cash used in financing activities	(13,135		)	(23,711		)
Effect of exchange rate changes on cash and cash equivalents	4			—
Increase in cash, cash equivalents, and restricted cash	9,783			6,059
Cash, cash equivalents, and restricted cash at beginning of the period	51,590			49,383
Cash, cash equivalents, and restricted cash at end of the period	$	61,373		$	55,442

See accompanying notes to the condensed consolidated financial statements.



	7

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

1. Organization

Hamilton Lane Incorporated (“HLI”) was incorporated in the State of Delaware on December 31, 2007. As of March 6, 2017, following its initial public offering (“IPO”) and related transactions, HLI became a publicly-traded entity, and is a holding company whose principal asset is a controlling equity interest in Hamilton Lane Advisors, L.L.C. (“HLA”). As the sole managing member of HLA, HLI operates and controls all of the business and affairs of HLA, and through HLA, conducts its business. As a result, HLI consolidates HLA’s financial results and reports a non-controlling interest related to the portion of HLA units not owned by HLI. The assets and liabilities of HLA represent substantially all of HLI’s consolidated assets and liabilities with the exception of certain deferred tax assets and liabilities, payable to related parties pursuant to a tax receivable agreement, and dividends payable. Unless otherwise specified, “the Company” refers to the consolidated entity of Hamilton Lane Incorporated and Hamilton Lane Advisors, L.L.C. and subsidiaries throughout the remainder of these notes. As of June 30, 2019 and March 31, 2019, HLI held approximately 50.3% of the economic interest in HLA. As future exchanges of HLA units occur pursuant to the exchange agreement in place with HLA’s members, the economic interest in HLA held by HLI will increase.

HLA is a registered investment advisor with the United States Securities and Exchange Commission (“SEC”), providing asset management and advisory services, primarily to institutional investors, to design, build and manage private markets portfolios. HLA sponsors the formation, and serves as the general partner or managing member, of various limited partnerships or limited liability companies consisting of specialized funds and certain single client separate account entities (“Partnerships”) that acquire interests in third-party managed investment funds that make private equity and equity-related investments. The Partnerships may also make direct co-investments, including investments in debt, equity, and other equity-based instruments. HLA, which includes certain subsidiaries that serve as the general partner or managing member of the Partnerships, may invest its own capital in the Partnerships and generally makes all investment and operating decisions for the Partnerships. HLA operates several wholly-owned entities through which it conducts its foreign operations.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Management believes it has made all necessary adjustments (which consisted of only normal recurring items) so that the condensed consolidated financial statements are presented fairly and that estimates made in preparing the condensed consolidated financial statements are reasonable and prudent. Results of operations for the three months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending March 31, 2020. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in HLI’s Annual Report on Form 10-K for the fiscal year ended March 31, 2019.

Fair Value of Financial Instruments

The Company utilizes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach, and cost approach). The levels of the hierarchy are described below:



	8

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)


•	Level 1: Values are determined using quoted market prices for identical financial instruments in an active market.


•	Level 2: Values are determined using quoted prices for similar financial instruments and valuation models whose inputs are observable.


•	Level 3: Values are determined using pricing models that use significant inputs that are primarily unobservable, discounted cash flow methodologies or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

The carrying amount of cash and cash equivalents, fees receivable, and accounts payable approximate fair value due to the immediate or short-term maturity of these financial instruments.

The carrying amount of the term loan of $70,030 as of June 30, 2019 approximated fair value based on then-current market rates for similar debt instruments and is classified as Level 2 within the fair value hierarchy.

Leases

On April 1, 2019, the Company adopted ASU 2016-02, “Leases” (ASC 842) on a prospective basis and as a result, prior period amounts were not adjusted to reflect the impacts of the new standard. In addition, as permitted under the transition guidance within the new standard, prior scoping, classification, and accounting for initial direct costs were carried forward for leases existing as of the adoption date. The new standard establishes a right of use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the Condensed Consolidated Balance Sheets for all leases with terms longer than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the Condensed Consolidated Statements of Income. The adoption did not have an impact on the Condensed Consolidated Statements of Income as all of the Company’s leases are operating leases, and will continue to be recognized as expense on a straight-line basis. The adoption, however, resulted in a gross-up in total assets and total liabilities on the Condensed Consolidated Balance Sheets.

The Company determines whether an arrangement contains a lease at inception. A lease is a contract that provides the right to control an identified asset for a period of time in exchange for consideration. For identified leases, the Company determines whether it should be classified as an operating or finance lease. The Company accounts for lease components and non-lease components as a single lease component. Lease ROU assets and lease liabilities are recognized at the commencement date of the lease and measured based on the present value of lease payments over the lease term. Lease ROU assets include initial direct costs incurred by the Company and are presented net of deferred rent and lease incentives. Generally, the Company’s leases do not provide an implicit rate and as a result, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise those options. The Company does not recognize a lease ROU asset or lease liability for short-term leases, which have lease terms of 12 months or less. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Recent Accounting Pronouncements

In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement” (ASU 2018-13). ASU 2018-13 changes the fair value measurement disclosure requirements. The amendments remove or modify

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

certain disclosures, while others were added. Early adoption of any removed or modified disclosure requirements is permitted upon issuance of ASU 2018-13 and adoption of the additional disclosure requirements may be delayed until the effective date. The Company elected to early adopt the removed or modified disclosure requirements of the standard on October 1, 2018 and expects to adopt the additional disclosure requirements on April 1, 2020. The adoption of the removed or modified disclosure requirements did not have a material impact on the Company’s disclosures in its condensed consolidated financial statements.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

3. Revenue

The following presents revenues disaggregated by product offering, which aligns with the identified performance obligations and the basis for calculating each amount:



	Three Months Ended June 30,
Management and advisory fees	2019		2018
Specialized funds	$	26,959	$	21,015
Customized separate accounts	21,963		20,387
Advisory	6,252		6,209
Reporting and other	2,163		1,950
Distribution management	1,359		1,088
Fund reimbursement revenue	1,855		330
Total management and advisory fees	$	60,551	$	50,979



	Three Months Ended June 30,
Incentive fees	2019		2018
Specialized funds	$	2,639	$	5,725
Customized separate accounts	1,496		6,658
Total incentive fees	$	4,135	$	12,383

The Company recognized $2,541 of incentive fees during the three months ended June 30, 2018 that were previously received and deferred.

Cost to obtain contracts

The Company incurs incremental costs related to sales commissions paid to certain employees directly related to customized separate account contracts. These incremental costs are capitalized and amortized over the expected contract length proportionately to the management fee revenue expected to be recognized in each year as a percentage of the total expected revenue for the contract. The contract asset related to the cost to obtain contracts was $960 and $968 as of June 30, 2019 and March 31, 2019, respectively, and is included in other assets in the Condensed Consolidated Balance Sheets. Amortization expense related to this contract asset was $122 for the three months ended June 30, 2019 and 2018 and is included in general, administrative and other in the Condensed Consolidated Statements of Income.

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

4. Investments

Investments consist of the following:



	June 30,		March 31,
	2019		2019
Equity method investments in Partnerships	$	131,996	$	122,505
Equity method investments in Partnerships held by consolidated VIEs	12,147		11,648
Other equity method investments	1,261		1,086
Other investments	16,613		12,488
Investments valued under the measurement alternative	6,419		6,764
Total Investments	$	168,436	$	154,491

Equity method investments

The Company’s equity method investments in Partnerships represent its ownership in certain specialized funds and customized separate accounts. The strategies and geographic location of investments within the Partnerships vary by fund. The Company has a 1% interest in substantially all of the Partnerships. The Company’s other equity method investments represent its ownership in a technology company that provides benchmarking and analytics of private equity data and its ownership in a joint venture that automates the collection of fund and underlying portfolio company data from general partners. The Company recognized equity method income (loss) related to its investments in Partnerships and other equity method investments of $6,213 and ($114) for the three months ended June 30, 2019, and 2018, respectively.

Other investments

The Company’s other investments represent investments in private equity funds and direct credit and equity co-investments. The private equity fund investments can only be redeemed through distributions received from the liquidation of underlying investments of the fund, and the timing of distributions is currently indeterminable. The direct credit co-investments are debt securities classified as trading securities. The direct equity co-investments are measured at fair value with unrealized holding gains and losses included in earnings. The Company’s other investments are recorded at estimated fair value utilizing significant unobservable inputs and are therefore classified in Level 3 of the fair value hierarchy.

The following is a reconciliation of other investments for which significant unobservable inputs (Level 3) were used in determining value:



			Change in
	Balance as of		Unrealized				Balance as of
	March 31, 2019		Appreciation		Purchases		June 30, 2019
Private equity funds	$	3,734	$	85	$	2,092	$	5,911
Direct credit co-investments	3,940		73		—		4,013
Direct equity co-investments	4,814		—		1,875		6,689
Total other investments	$	12,488	$	158	$	3,967	$	16,613



	11

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

Private equity funds are valued at fair value using net asset values received on quarterly statements, and in cases where statements for the current period are not yet available, values are adjusted further by the total returns of indices that track markets to which the private equity fund is exposed. Direct credit co-investments are valued at fair value using recent third-party completed or pending transactions. When these are not available, the Company uses a discounted cash flow technique. Direct equity co-investments are valued at fair value using recent third-party completed or pending transactions and are considered to be the best evidence for any change in fair value.

The valuation methodologies, significant unobservable inputs, range of inputs and the weighted average input determined based upon relative fair value of the investments used in recurring Level 3 fair value measurements of assets were as follows:



				Significant
			Valuation	Unobservable		Weighted
	Fair Value		Methodology	Inputs	Range	Average
Private equity funds	$	5,911	Adjusted Net Asset Value	Selected market return	3.1%	3.1	%
Direct credit co-investments	$	4,013	Recent precedent transactions
			Discounted Cash Flow	Market yield	10.3% - 12.0%	11.1	%
Direct equity co-investments	$	6,689	Recent precedent transactions

In the table above, a significant increase or decrease in the selected market return would result in a significantly higher or lower fair value measurement, respectively. Additionally, a significant increase or decrease in the market yield would result in a significantly lower or higher fair value measurement, respectively.

During the three months ended June 30, 2019, the Company transferred these investments for an agreed amount of cash of $15,750 to a Partnership that is a Variable Interest Entity (“VIE”) of which the Company is the general partner but does not consolidate as the Company is not the primary beneficiary. Due to continuing involvement with these assets at the Partnership, the Company accounted for this transfer as a secured financing as it has not met the criteria in ASC 860, “Transfers and Servicing” to qualify as a sale and therefore has recorded a financial liability for the secured financing which is included in other liabilities in the Condensed Consolidated Balance Sheets. The cash received was recorded as secured financing in financing activities in the Condensed Consolidated Statements of Cash Flows. As of June 30, 2019, all other investments were pledged as collateral on the Company’s secured financing.

The Company accounts for this financial liability at fair value under the fair value option. The primary reason for electing the fair value option is to mitigate volatility in earnings from using different measurement attributes. The significant input to the fair value of the secured financing is the fair value of the other investments delivered as collateral. As of June 30, 2019, the secured financing had a fair value of $16,613 and an amortized cost of $15,750. The fair value of the secured financing is estimated using Level 3 inputs with the significant input being the fair value of the other investments utilized as collateral as shown above.

The Company recognized an unrealized gain of $158 on other investments and unrealized loss of $863 on the secured financing during the three months ended June 30, 2019 that are recorded in other non-operating loss.



	12

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

5. Variable Interest Entities

The Company consolidates certain VIEs in which it is determined that the Company is the primary beneficiary. The consolidated VIEs are general partner entities of the Partnerships, which are not wholly owned by the Company. The total assets of the consolidated VIEs are $12,147 and $11,648 as of June 30, 2019 and March 31, 2019, respectively, and are recorded in Investments in the Condensed Consolidated Balance Sheets. The consolidated VIEs had no liabilities as of June 30, 2019 and March 31, 2019 other than deferred incentive fee revenue of $3,704 as of June 30, 2019 and March 31, 2019. The assets of the consolidated VIEs may only be used to settle obligations of the consolidated VIEs, if any. In addition, there is no recourse to the Company for the consolidated VIEs’ liabilities, except for certain entities in which there could be a clawback of previously distributed carried interest.

The Company holds variable interests in certain Partnerships that are VIEs, which are not consolidated, as it is determined that the Company is not the primary beneficiary based upon the Company’s equity interest percentage in each of the VIEs. Certain Partnerships are considered VIEs because limited partners lack the ability to remove the general partner or dissolve the entity without cause, by simple majority vote (i.e. do not have substantive “kick out” or “liquidation” rights). The Company’s involvement with such entities is in the form of direct equity interests in, and fee arrangements with, the Partnerships in which it also serves as the general partner or managing member. In the Company’s role as general partner or managing member, it generally considers itself the sponsor of the applicable Partnership and makes all investment and operating decisions. As of June 30, 2019, the total commitments and remaining unfunded commitments from the limited partners and general partners to the unconsolidated VIEs are $17,418,817 and $7,022,571, respectively. These commitments are the primary source of financing for the unconsolidated VIEs.

The maximum exposure to loss represents the potential loss of assets recognized by the Company relating to these unconsolidated entities. The Company believes that its maximum exposure to loss is limited because it establishes separate limited partnerships or limited liability companies to serve as the general partner or managing member of the Partnerships.

The carrying amount of assets and liabilities recognized in the Condensed Consolidated Balance Sheets related to the Company’s interests in these non-consolidated VIEs and the Company’s maximum exposure to loss relating to non-consolidated VIEs were as follows:



	June 30,			March 31,
	2019			2019
Investments	$	93,863		$	87,001
Fees receivable	6,223			5,896
Due from related parties	4,307			1,332
Total VIE Assets	104,393			94,229
Deferred incentive fee revenue	3,704			3,704
Non-controlling interests	(5,932		)	(5,716		)
Maximum exposure to loss	$	102,165		$	92,217



	13

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

6. Equity

The following table shows a rollforward of the Company’s common stock outstanding since March 31, 2019:



	Class A Common Stock		Class B Common Stock
March 31, 2019	27,367,477		23,516,439
Shares issued in connection with contingent compensation payment	7,692		—
Forfeitures	(7,951	)	—
Shares issued pursuant to Employee Share Purchase Plan	5,683		—
June 30, 2019	27,372,901		23,516,439

7. Equity-Based Compensation

A summary of restricted stock activity for the three months ended June 30, 2019 is presented below:



	Total Unvested		Weighted- Average Grant-Date Fair Value of Award
March 31, 2019	662,076		$	26.58
Granted	—		$	—
Vested	(2,733	)	$	18.95
Forfeited	(7,951	)	$	31.94
June 30, 2019	651,392		$	26.55

As of June 30, 2019, total unrecognized compensation expense related to restricted stock was $15,169.

8. Compensation and Benefits

The Company has recorded the following amounts related to compensation and benefits:



	Three Months Ended June 30,
	2019		2018
Base compensation and benefits	$	20,910	$	19,854
Incentive fee compensation	1,009		2,408
Equity-based compensation	1,727		1,587
Contingent compensation related to acquisition	—		2,773
Total compensation and benefits	$	23,646	$	26,622

9. Income Taxes

The Company’s effective tax rate used for interim periods is based on an estimated annual effective tax rate including the tax effect of items required to be recorded discretely in the interim period in which those items occur. The effective tax rate is dependent on many factors, including the estimated amount of income subject to income tax; therefore, the effective tax rate can vary from period to period. The Company evaluates the realizability of its deferred tax asset on a quarterly basis and adjusts the valuation allowance when it is



	14

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

more likely than not that all or a portion of the deferred tax asset may not be realized.

The Company’s effective tax rate was 13.6% and 6.5% for the three months ended June 30, 2019 and 2018, respectively. The effective tax rate for the three months ended June 30, 2019 is different from the statutory tax rate due to the portion of income allocated to non-controlling interests, valuation allowance recorded against deferred tax assets and discrete tax adjustments recorded in the period. The effective tax rate for the three months ended June 30, 2018 is different from the statutory tax rate due to the portion of income allocated to non-controlling interests and discrete tax adjustments recorded in the period.

As of June 30, 2019, the Company had no unrecognized tax positions and believes there will be no changes to uncertain tax positions within the next 12 months.

10. Earnings per Share

Shares of the Company’s Class B common stock do not share in the earnings or losses attributable to HLI, and, therefore, are not participating securities. As a result, a separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been included. Shares of the Company’s Class B common stock are, however, considered potentially dilutive to the Class A common stock because the Class B units to which the Class B common stock corresponds are exchangeable for shares of Class A common stock on a one-for-one basis, at which time the share of Class B common stock is surrendered in exchange for a payment of its par value.

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock:



	Three Months Ended June 30, 2019					Three Months Ended June 30, 2018
	Three Months Ended June 30, 2019					Three Months Ended June 30, 2018
	Net income attributable to HLI		Weighted-Average Shares	Per share amount		Net income attributable to HLI		Weighted-Average Shares	Per share amount
Basic EPS of Class A common stock	$	11,381	26,706,719	$	0.43	$	8,845	22,248,547	$	0.40
Adjustment to net income:
Assumed vesting of employee awards	71					119
Effect of dilutive securities:
Assumed vesting of employee awards			335,262					524,940
Diluted EPS of Class A common stock	$	11,452	27,041,981	$	0.42	$	8,964	22,773,487	$	0.39

The calculations of diluted earnings per share exclude 26,420,627 outstanding Class B and Class C units of HLA for the three months ended June 30, 2019 and 30,603,983 outstanding Class B and Class C units of HLA for the three months ended June 30, 2018, which are exchangeable into Class A common stock under the “if-converted” method, because the inclusion of such shares would be antidilutive.



	15

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

11. Related-Party Transactions

The Company has investment management agreements with various specialized funds and customized separate accounts that it manages. The Company earned management and advisory fees from Partnerships of $39,630 and $30,593 for the three months ended June 30, 2019 and 2018, respectively. The Company earned incentive fees from Partnerships of $4,087 and $11,892 for the three months ended June 30, 2019 and 2018, respectively.

The Company entered into a service agreement on June 1, 2017 with its joint venture pursuant to which it had expenses of $1,365 and $1,195 for the three months ended June 30, 2019 and 2018, respectively, that are included in general, administrative and other expenses in the Condensed Consolidated Statements of Income. The Company also has a payable to the joint venture of $453 and $450 as of June 30, 2019 and March 31, 2019, respectively, which is included in other liabilities in the Condensed Consolidated Balance Sheets.

The Company holds a convertible promissory note (the “Note”) issued by one of the Company’s equity method investees. The Note contains an option for the outstanding principal and any accrued interest to be converted to shares of the issuer under certain conditions. The carrying value of the Note was $691 and $678 as of June 30, 2019 and March 31, 2019, respectively, and is recorded in other assets in the Condensed Consolidated Balance Sheets.

Due from related parties in the Condensed Consolidated Balance Sheets consists primarily of advances made on behalf of the Partnerships for the payment of certain operating costs and expenses, for which the Company is subsequently reimbursed, and refundable tax distributions made to members.

Fees receivable from the Partnerships were $7,824 and $8,927 as of June 30, 2019 and March 31, 2019, respectively, and are included in fees receivable in the Condensed Consolidated Balance Sheets.

In connection with HLA’s acquisition of Real Asset Portfolio Management LLC (“RAPM”) in 2017, the Company paid the remaining 50% of contingent compensation due to the former principals of RAPM, who are employees of the Company, during the three months ended June 30, 2019. Such compensation was paid $3,824 in cash and $425 by issuing Class A common stock.

12. Supplemental Cash Flow Information



	Three Months Ended June 30,
	2019		2018
Cumulative-effect adjustment from adoption of accounting guidance	$	—	$	997
Shares issued for contingent compensation payment	$	425	$	—
Non-cash financing activities:
Dividends declared but not paid	$	7,345	$	4,729
Member distributions declared but not paid	$	8,985	$	4,618



	16

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

13. Commitments and Contingencies

Litigation

In the ordinary course of business, the Company may be subject to various legal, regulatory, and/or administrative proceedings from time to time. Although there can be no assurance of the outcome of such proceedings, in the opinion of management, the Company does not believe it is probable that any pending or, to its knowledge, threatened legal proceeding or claim would individually or in the aggregate materially affect its condensed consolidated financial statements.

Incentive Fees

The Partnerships have allocated carried interest still subject to contingencies and that did not meet the Company’s criteria for recognition in the amounts of $365,899 and $326,466, net of amounts attributable to non-controlling interests, at June 30, 2019 and March 31, 2019, respectively, of which $3,704 at June 30, 2019 and March 31, 2019, has been received and deferred by the Company.

If the Company ultimately receives the unrecognized carried interest, a total of $91,475 and $81,616 as of June 30, 2019 and March 31, 2019, respectively, would potentially be payable to certain employees and third parties pursuant to compensation arrangements related to carried interest profit-sharing plans. Such amounts have not been recorded in the Condensed Consolidated Balance Sheets or Condensed Consolidated Statements of Income as the payment is not yet probable.

Commitments

The Company serves as the investment manager of the Partnerships. The general partner or managing member of each Partnership is generally a separate subsidiary of the Company and has agreed to invest funds on the same basis as the limited partners in most instances. The Company’s aggregate unfunded commitment to the Partnerships was $135,355 and $123,637 as of June 30, 2019 and March 31, 2019, respectively.

Leases

The Company’s leases consist primarily of operating leases for office space and office equipment in various locations around the world. These leases have remaining lease terms of one to six years, some of which have the option to extend for an additional five years or have the option to terminate within one year.

Total operating lease costs and variable lease costs were $1,205 and $134, respectively, for the three months ended June 30, 2019. Short-term lease costs were not material for the three months ended June 30, 2019.

The following table shows other supplemental information related to the Company’s operating leases:



	17

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)



	Three Months Ended June 30,
	2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for operating leases	$	1,282
Weighted average remaining lease term (in years)	2.9
Weighted average discount rate	5.5		%

As of June 30, 2019, the maturities of operating lease liabilities were as follows:



Remainder of FY2020	$	3,872
FY2021	4,506
FY2022	2,856
FY2023	749
FY2024	389
Thereafter	244
Total lease payments	12,616
Less: imputed interest	(955		)
Total operating lease liabilities	$	11,661

14. Subsequent Events

On July 1, 2019, the previously announced acquisition of an entity in which the Company held an investment closed. The Company estimates it will record a gain of approximately $5,000 in connection with the transaction during the three months ending September 30, 2019.

On August 6, 2019, the Company declared a quarterly dividend of $0.275 per share of Class A common stock to record holders at the close of business on September 16, 2019. The payment date will be October 4, 2019.



	18

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included in this Form 10-Q, and our audited financial statements, notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2019 Form 10-K for a more complete understanding of our financial position and results of operations.

The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Investors should review the “Cautionary Note Regarding Forward-Looking Information” above and the “Risk Factors” detailed in Part I, Item 1A of our 2019 Form 10-K for a discussion of those risks and uncertainties that have the potential to cause actual results to be materially different. Our results of operations for interim periods are not necessarily indicative of results to be expected for the full year or for any other period. Unless otherwise indicated, references in this Form 10-Q to fiscal 2019 and fiscal 2018 are to our fiscal years ended March 31, 2019, and 2018, respectively.

Business Overview

We are a global private markets investment solutions provider. We offer a variety of investment solutions to address our clients’ needs across a range of private markets, including private equity, private credit, real estate, infrastructure, natural resources, growth equity and venture capital. These solutions are constructed from a range of investment types, including primary investments in funds managed by third-party managers, direct/co-investments alongside such funds and acquisitions of secondary stakes in such funds, with a number of our clients utilizing multiple investment types. These solutions are offered in a variety of formats covering some or all phases of private markets investment programs:

•

Customized Separate Accounts: We design and build customized portfolios of private markets funds and direct investments to meet our clients’ specific portfolio objectives with regard to return, risk tolerance, diversification and liquidity. We generally have discretionary investment authority over our customized separate accounts, which comprised approximately $51.0 billion of our assets under management (“AUM”) as of June 30, 2019.

•

Specialized Funds: We organize, invest and manage specialized primary, secondary and direct/co-investment funds. Our specialized funds invest across a variety of private markets and include equity, equity-linked and credit funds offered on standard terms as well as shorter duration, opportunistically oriented funds. We launched our first specialized fund in 1997, and our product offerings have grown steadily, comprising approximately $13.3 billion of our AUM as of June 30, 2019.

•

Advisory Services: We offer investment advisory services to assist clients in developing and implementing their private markets investment programs. Our investment advisory services include asset allocation, strategic plan creation, development of investment policies and guidelines, the screening and recommending of investments, legal negotiations, the monitoring of and reporting on investments and investment manager review and due diligence. Our advisory clients include some of the largest and most sophisticated private markets investors in the world. We had approximately $409.0 billion of assets under advisement (“AUA”) as of June 30, 2019.


•	Distribution Management: We offer distribution management services through active portfolio management to enhance the realized value of publicly traded stock our clients receive as distributions from private equity funds.

•

Reporting, Monitoring, Data and Analytics: We provide our clients with comprehensive reporting and investment monitoring services, usually bundled into our broader investment solutions offerings, but occasionally on a stand-alone, fee-for-service basis. Private markets investments are unusually difficult to monitor, report on and administer, and our clients are able to benefit from our sophisticated infrastructure, which provides clients with real time access to reliable and transparent investment data, and our high-touch service approach, which allows for timely and informed responses to the multiplicity of issues that can arise. We also provide comprehensive research and analytical services as part of our investment solutions, leveraging our large, global, proprietary and high-quality database of private markets investment performance and our suite of proprietary analytical investment tools.

Our client base primarily comprises institutional investors that range from those seeking to make an initial investment in alternative assets to some of the world’s largest and most sophisticated private markets investors. As a highly customized, flexible outsourcing partner, we are equipped to provide investment services to institutional clients of all sizes and with different needs, internal resources and investment objectives. Our clients include prominent institutional investors in the United States, Europe, the Middle East, Asia, Australia and Latin America. We believe we are a leading provider of private markets solutions for U.S. labor union pension plans, and we serve numerous public and corporate pension plans, sovereign wealth funds, financial institutions and insurance companies, endowments and foundations, as well as family offices and selected high-net-worth individuals.

Operating Segments

We operate our business in a single segment, which is how our chief operating decision maker (who is our chief executive officer) reviews financial performance and allocates resources.

Key Financial and Operating Measures

Our key financial measures are discussed below.

Revenues

We generate revenues primarily from management and advisory fees, and to a lesser extent from incentive fees.

Management and advisory fees comprise specialized fund and customized separate account management fees, advisory and reporting fees and distribution management fees.

Revenues from customized separate accounts are generally based on a contractual rate applied to committed capital or net invested capital under management. These fees often decrease over the life of the contract due to built-in declines in contractual rates and/or as a result of lower net invested capital balances as capital is returned to clients. In certain cases, we also provide advisory and/or reporting services, and therefore we also receive fees for services such as monitoring and reporting on a client’s existing private markets investments. In addition, we may provide for investments in our specialized funds as part of our customized separate accounts. In these cases, we reduce the management fees on customized separate accounts to the extent that assets in the accounts are invested in our specialized funds so that our clients do not pay duplicate fees.

Revenues from specialized funds are based on a percentage of limited partners’ capital commitments to, or net invested capital in, our specialized funds. The management fee during the commitment period is generally charged on capital commitments. After the commitment period (or a defined anniversary of the fund’s initial closing), such fee is reduced by a percentage of the management fee charged for the preceding year, or the management fee is charged on net invested capital. In the case of certain funds, we charge

management fees on capital commitments, with the management fee increasing during the early years of the fund’s term and declining in the later years. Management fees for certain funds are discounted based on the amount of the limited partners’ commitments or if the limited partners are investors in our other funds.

Revenues from advisory and reporting services are generally annual fixed fees, which vary depending on the services we provide. In limited cases, advisory service clients are charged basis point fees annually based on the amounts they have committed to invest pursuant to their agreements with us. In other cases where our services are limited to monitoring and reporting on investment portfolios, clients are charged a fee based on the number of investments in their portfolio.

Distribution management fees are generally earned by applying a percentage to AUM or proceeds received. Certain active management clients may elect a fee structure under which they are charged an asset-based fee plus a performance fee based on net realized and unrealized gains and income net of realized and unrealized losses.

Incentive fees comprise carried interest earned from our specialized funds and certain customized separate accounts structured as single-client funds in which we have a general partner commitment, and performance fees earned on certain other customized separate accounts.

For each of our secondary funds, direct/co-investment funds and credit funds, we earn carried interest equal to a fixed percentage of net profits, usually 10.0% to 12.5%, subject to a compounded annual preferred return that is generally 6.0% to 8.0%. To the extent that our primary funds also directly make secondary investments and direct/co-investments, they generally earn carried interest on a similar basis. Furthermore, certain of our primary funds earn carried interest on their investments in other private markets funds on a primary basis that is generally 5.0% of net profits, subject to the fund’s compounded annual preferred return.

We recognize carried interest when it is probable that a significant reversal will not occur. In the event that a payment is made before it can be recognized as revenue, this amount would be included as deferred incentive fee revenue on our consolidated balance sheet and recognized as income in accordance with our revenue recognition policy. The primary contingency regarding incentive fees is the “clawback,” or the obligation to return distributions in excess of the amount prescribed by the applicable fund or separate account documents.

Performance fees, which are a component of incentive fees, are based on the aggregate amount of realized gains earned by the applicable customized separate account, subject to the achievement of defined minimum returns to the clients. Performance fees range from 5.0% to 12.5% of net profits, subject to a compounded annual preferred return that varies by account but is generally 6.0% to 8.0%. Performance fees are recognized when the risk of clawback or reversal is not probable.

Expenses

Compensation and benefits is our largest expense and consists of (a) base compensation comprising salary, bonuses and benefits paid and payable to employees, (b) equity-based compensation associated with the grants of restricted stock awards and (c) incentive fee compensation which consists of carried interest and performance fee allocations. We expect to continue to experience a general rise in compensation and benefits expense commensurate with expected growth in headcount and with the need to maintain competitive compensation levels as we expand geographically and create new products and services.

Our compensation arrangements with our employees contain a significant bonus component driven by the results of our operations. Therefore, as our revenues, profitability and the amount of incentive fees earned by our customized separate accounts and specialized funds increase, our compensation costs rise.

Certain current and former employees participate in a carried interest program whereby approximately 25% of incentive fees from certain of our specialized funds and customized separate accounts are awarded to plan participants. We record compensation expense payable to plan participants as the incentive fees become estimable and collection is probable.

General, administrative and other includes travel, accounting, legal and other professional fees, commissions, placement fees, office expenses, depreciation and other costs associated with our operations. Our occupancy-related costs and professional services expenses, in particular, generally increase or decrease in relative proportion to the number of our employees and the overall size and scale of our business operations.

We expect that we will incur additional expenses as compared to certain prior periods as a result of becoming a public company for director and officer insurance, independent director compensation and additional personnel. This includes the cost of investor relations professionals, tax professionals, SEC reporting and Sarbanes-Oxley Act compliance professionals, and other similar expenses.

Other Income (Expense)

Equity in income (loss) of investees primarily represents our share of earnings from our investments in our specialized funds and certain customized separate accounts in which we have a general partner commitment. Equity income primarily comprises our share of the net realized and unrealized gains (losses) and investment income partially offset by the expenses from these investments.

We have general partner commitments in our specialized funds and certain customized separate accounts that invest solely in primary funds, secondary funds and direct/co-investments, as well as those that invest across investment types. Equity in income (loss) of investees will increase or decrease as the change in underlying fund investment valuations increases or decreases. Since our direct/co-investment funds invest in underlying portfolio companies, their quarterly and annual valuation changes are more affected by individual company movements than our primary and secondary funds that have exposures across multiple portfolio companies in underlying private markets funds. Our specialized funds and customized separate accounts invest across industries, strategies and geographies, and therefore our general partner investments do not include any significant concentrations in a specific sector or area outside the United States.

Interest expense includes interest paid and accrued on our outstanding debt, along with the amortization of deferred financing costs, amortization of original issue discount and the write-off of deferred financing costs due to the repayment of previously outstanding debt.

Interest income is income earned on cash and cash equivalents.

Other non-operating income (loss) consists primarily of gains and losses on certain investments, changes in liability under the tax receivable agreement and other non-recurring or non-cash items.

Fee-Earning AUM

We view fee-earning AUM as a metric to measure the assets from which we earn management fees. Our fee-earning AUM comprise assets in our customized separate accounts and specialized funds from which we derive management fees. We classify customized separate account revenue as management fees if the client is charged an asset-based fee, which includes the majority of our discretionary AUM accounts but also includes certain non-discretionary AUA accounts. Our fee-earning AUM is equal to the amount of capital commitments, net invested capital and net asset value (“NAV”) of our customized separate accounts and specialized funds depending on the fee terms. Substantially all of our customized separate accounts and specialized funds earn fees based on commitments or net invested capital, which are not affected by market

appreciation or depreciation. Therefore, revenues and fee-earning AUM are not significantly affected by changes in market value.

Our calculations of fee-earning AUM may differ from the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers. Our definition of fee-earning AUM is not based on any definition that is set forth in the agreements governing the customized separate accounts or specialized funds that we manage.

Consolidated Results of Operations

The following is a discussion of our consolidated results of operations for the three months ended June 30, 2019 and 2018. This information is derived from our accompanying condensed consolidated financial statements prepared in accordance with GAAP.



	Three Months Ended June 30,
($ in thousands)	2019			2018
Revenues
Management and advisory fees	$	60,551		$	50,979
Incentive fees	4,135			12,383
Total revenues	64,686			63,362
Expenses
Compensation and benefits	23,646			26,622
General, administrative and other	14,047			11,048
Total expenses	37,693			37,670
Other income (expense)
Equity in income (loss) of investees	6,213			(114		)
Interest expense	(817		)	(765		)
Interest income	280			42
Non-operating loss	(879		)	(135		)
Total other income (expense)	4,797			(972		)
Income before income taxes	31,790			24,720
Income tax expense	4,337			1,617
Net income	27,453			23,103
Less: Income (loss) attributable to non-controlling interests in general partnerships	504			(120		)
Less: Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	15,568			14,378
Net income attributable to Hamilton Lane Incorporated	$	11,381		$	8,845

Revenues



	Three Months Ended June 30,
($ in thousands)	2019		2018
Management and advisory fees
Specialized funds	$	26,959	$	21,015
Customized separate accounts	21,963		20,387
Advisory	6,252		6,209
Reporting and other	2,163		1,950
Distribution management	1,359		1,088
Fund reimbursement revenue	1,855		330
Total management and advisory fees	60,551		50,979
Incentive fees	4,135		12,383
Total revenues	$	64,686	$	63,362

Three months ended June 30, 2019 compared to three months ended June 30, 2018

Total revenues increased $1.3 million, or 2%, to $64.7 million, for the three months ended June 30, 2019 compared to the three months ended June 30, 2018, due to an increase in management and advisory fees, partially offset by a decrease in incentive fees.

Management and advisory fees increased $9.6 million, or 19%, to $60.6 million for the three months ended June 30, 2019 compared to the three months ended June 30, 2018. Specialized funds revenue increased $5.9 million for the three months ended June 30, 2019 compared to the three months ended June 30, 2018, due primarily to a $4.2 million increase in revenue from our latest co-investment fund, which added $0.8 billion in fee-earning AUM between periods, and a $1.1 million increase from our latest secondary fund, which added $0.6 billion in fee-earning AUM between periods. Management fees for our latest co-investment fund included $2.8 million in retroactive fees for the three months ended June 30, 2019 compared to $0.5 million for the three months ended June 30, 2018. Retroactive fees are management fees earned in the current period from investors that commit to a specialized fund towards the end of the fundraising period and are required to pay a catch-up management fee as if they had committed to the fund at the first closing in a prior period. Customized separate accounts revenue increased $1.6 million for the three months ended June 30, 2019 compared to the three months ended June 30, 2018 due to the addition of several new accounts and additional allocations from existing accounts as compared to the prior year period. Fund reimbursement revenue increased $1.5 million for the three months ended June 30, 2019 compared to the three months ended June 30, 2018, due primarily to the recognition of fund reimbursements from our latest secondary fund, which included fund reimbursement expenses in this period and prior periods.

Incentive fees decreased $8.2 million to $4.1 million for the three months ended June 30, 2019 compared to the three months ended June 30, 2018, due primarily to a $4.9 million decrease in incentive fees from one of our customized separate accounts that included the general partner catch-up in the prior year period and a $2.8 million decrease in incentives fees from one of our co-investment funds.

Expenses

Three months ended June 30, 2019 compared to three months ended June 30, 2018

Total expenses increased slightly to $37.7 million for the three months ended June 30, 2019 compared to the three months ended June 30, 2018 due to an increase in general, administrative and other expenses partially offset by a decrease in compensation and benefits.

Compensation and benefits expenses decreased $3.0 million, or 11%, to $23.6 million for the three months ended June 30, 2019 compared to the three months ended June 30, 2018, due to decreases in incentive fee compensation and contingent compensation. Base compensation increased $1.1 million, or 5%, for the three months ended June 30, 2019 compared to the three months ended June 30, 2018, due primarily to increased salary expense from additional headcount in the current year period compared to the prior year period. Incentive fee compensation decreased $1.4 million for the three months ended June 30, 2019 compared to the three months ended June 30, 2018, due to the decrease in incentive fee revenue. Contingent compensation related to the RAPM acquisition decreased $2.8 million for the three months ended June 30, 2019 compared to the three months ended June 30, 2018, due to the earnout period ending in 2018.

General, administrative and other expenses increased by $3.0 million for the three months ended June 30, 2019 compared to the three months ended June 30, 2018. This change consisted primarily of a $1.1 million increase in commissions from fund closings in the current year period, a $0.8 million increase in consulting and professional fees, and a $0.3 million increase in fund reimbursement expenses.

Other Income (Expense)

The following shows the equity in income of investees included in other income (expense):



	Three Months Ended June 30,
($ in thousands)	2019			2018
Equity in income (loss) of investees
Primary funds	$	700		$	427
Direct/co-investment funds	3,654			(818		)
Secondary funds	641			154
Customized separate accounts	1,369			228
Other equity method investments	(151		)	(105		)
Total equity in income (loss) of investees	$	6,213		$	(114	)

Three months ended June 30, 2019 compared to three months ended June 30, 2018

Other income increased $5.8 million to $4.8 million for the three months ended June 30, 2019 compared to the three months ended June 30, 2018, due primarily to an increase in equity in income of investees.

Equity in income of investees increased $6.3 million to $6.2 million for the three months ended June 30, 2019 compared to the three months ended June 30, 2018. This was due primarily to $3.7 million of income from our direct/co-investment funds for the three months ended June 30, 2019 compared to a $0.8 million loss for the three months ended June 30, 2018.

Other non-operating loss increased $0.7 million for the three months ended June 30, 2019 compared to the three months ended June 30, 2018, due primarily to a loss on the transfer of other investments.

Income Tax Expense

The Company’s effective tax rate was 13.6% and 6.5% for the three months ended June 30, 2019 and 2018, respectively. These rates were less than the statutory rate due primarily to the portion of income allocated to the non-controlling entities. The increase in the effective tax rate for the three months ended June 30, 2019 was due primarily to less income allocated to the non-controlling entities.

Fee-Earning AUM

The following table provides the period to period rollforward of our fee-earning AUM.



	Three Months Ended June 30,									Three Months Ended June 30,
($ in millions)	2019									2018
	Customized Separate Accounts			Specialized Funds			Total			Customized Separate Accounts			Specialized Funds			Total
Balance, beginning of period	$	22,160		$	11,434		$	33,594		$	20,931		$	9,758		$	30,689
Contributions ⁽¹⁾	829			968			1,797			1,073			746			1,819
Distributions ⁽²⁾	(499		)	(117		)	(616		)	(1,863		)	(166		)	(2,029		)
Foreign exchange, market value and other ⁽³⁾	21			—			21			68			(5		)	63
Balance, end of period	$	22,511		$	12,285		$	34,796		$	20,209		$	10,333		$	30,542


(1)	Contributions represent (i) new commitments from customized separate accounts and specialized funds that earn fees on a committed capital fee base and (ii) capital contributions to underlying investments from customized separate accounts and specialized funds that earn fees on a net invested capital or NAV fee base.

(2)

Distributions represent (i) returns of capital in customized separate accounts and specialized funds that earn fees on a net invested capital or NAV fee base, (ii) reductions in fee-earning AUM from separate accounts and specialized funds that moved from a committed capital to net invested capital fee base and (iii) reductions in fee-earning AUM from customized separate accounts and specialized funds that are no longer earning fees.


(3)	Foreign exchange, market value and other consists primarily of (i) the impact of foreign exchange rate fluctuations for customized separate accounts and specialized funds that earn fees on non-U.S. dollar denominated commitments and (ii) market value appreciation (depreciation) from customized separate accounts that earn fees on a NAV fee base.

Three months ended June 30, 2019

Fee-earning AUM increased $1.2 billion to $34.8 billion during the three months ended June 30, 2019, due to contributions from customized separate accounts and specialized funds.

Customized separate accounts fee-earning AUM increased $0.4 billion, or 2%, to $22.5 billion for the three months ended June 30, 2019. Customized separate accounts contributions were $0.8 billion for the three months ended June 30, 2019, due primarily to new allocations from existing clients and new clients. Distributions were $0.5 billion for the three months ended June 30, 2019 due to $0.2 billion from accounts reaching the end of their term, $0.2 billion from returns of capital in accounts earning fees on a net invested capital or NAV fee base, and $0.1 billion from accounts moving from a committed capital to a net invested fee base as their investment period expired.

Specialized funds fee-earning AUM increased $0.9 billion, or 7%, to $12.3 billion for the three months ended June 30, 2019. Specialized fund contributions were $1.0 billion for the three months ended June 30, 2019, due primarily to $0.6 billion from new commitments to our secondary fund in market during the period and $0.2 billion from new commitments to our co-investment fund in market during the period. Distributions were $0.1 billion for the three months ended June 30, 2019, due primarily to returns of capital in funds earning fees on a net invested capital fee base.

Non-GAAP Financial Measures

Below is a description of our unaudited non-GAAP financial measures. These are not measures of financial performance under GAAP and should not be considered a substitute for the most directly comparable GAAP measures, which are reconciled below. These measures have limitations as analytical tools, and when assessing our operating performance, you should not consider these measures in isolation or as a substitute for GAAP measures. Other companies may calculate these measures differently than we do, limiting their usefulness as a comparative measure.

Fee Related Earnings

Fee Related Earnings (“FRE”) is used to highlight our earnings from recurring management fees. FRE represents net income excluding (a) incentive fees and related compensation, (b) interest income and expense, (c) income tax expense, (d) equity in income of investees, (e) other non-operating income and (f) certain other significant items that we believe are not indicative of our core performance. We believe FRE is useful to investors because it provides additional insight into the operating profitability of our business. FRE is presented before income taxes.

Adjusted EBITDA

Adjusted EBITDA is used to measure our profitability including carried interest. We believe Adjusted EBITDA is useful to investors because it enables them to better evaluate the performance of our core business across reporting periods. Adjusted EBITDA represents net income excluding (a) interest expense on our outstanding debt, (b) income tax expense, (c) depreciation and amortization expense, (d) equity-based compensation expense, (e) other non-operating income and (f) certain other significant items that we believe are not indicative of our core performance.

The following table shows a reconciliation of net income attributable to Hamilton Lane Incorporated to Fee Related Earnings and Adjusted EBITDA for the three months ended June 30, 2019 and 2018:



	Three Months Ended June 30,
($ in thousands)	2019			2018
Net income attributable to Hamilton Lane Incorporated	$	11,381		$	8,845
Income (loss) attributable to non-controlling interests in general partnerships	504			(120		)
Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	15,568			14,378
Incentive fees ⁽¹⁾	(4,135		)	(12,383		)
Incentive fee related compensation ⁽²⁾	1,917			4,727
Interest income	(280		)	(42		)
Interest expense	817			765
Income tax expense	4,337			1,617
Equity in (income) loss of investees	(6,213		)	114
Contingent compensation related to acquisition	—			2,773
Non-operating loss	879			135
Fee Related Earnings	$	24,775		$	20,809
Depreciation and amortization	802			510
Equity-based compensation	1,727			1,587
Incentive fees ⁽¹⁾	4,135			12,383
Incentive fees attributable to non-controlling interests ⁽¹⁾	(99		)	(211		)
Incentive fee related compensation ⁽²⁾	(1,917		)	(4,727		)
Interest income	280			42
Adjusted EBITDA	$	29,703		$	30,393


(1)	Incentive fees for the three months ended June 30, 2018 included $2.7 million of non-cash carried interest. Of the $2.7 million, $2.5 million is included in net income and $0.2 million is attributable to non-controlling interests.

(2)

Incentive fee related compensation includes incentive fee compensation expense, bonus and other revenue sharing related to carried interest that is classified as base compensation. Incentive fee related compensation for the three months ended June 30, 2018 excludes compensation expense related to the recognition of incentive fees included in net income from one of our co-investment funds of $2.5 million as the related incentive fee compensation was recognized in fiscal 2016.

Non-GAAP Earnings Per Share

Non-GAAP earnings per share measures our per-share earnings excluding certain significant items that we believe are not indicative of our core performance and assuming all Class B and Class C units in HLA were exchanged for Class A common stock in HLI. Non-GAAP earnings per share is calculated as adjusted net income divided by adjusted shares outstanding. Adjusted net income is income before taxes fully taxed at our estimated statutory tax rate. We believe non-GAAP earnings per share is useful to investors because it enables them to better evaluate per-share operating performance across reporting periods.

The following table shows a reconciliation of adjusted net income to net income attributable to Hamilton Lane Incorporated and adjusted shares outstanding to weighted-average shares of Class A common stock outstanding for the three months ended June 30, 2019 and 2018:



	Three Months Ended June 30,
(in thousands, except share and per-share amounts)	2019			2018


Net income attributable to Hamilton Lane Incorporated	$	11,381		$	8,845
Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	15,568			14,378
Income tax expense	4,337			1,617
Contingent compensation related to acquisition	—			2,773
Adjusted pre-tax net income	31,286			27,613
Adjusted income taxes ⁽¹⁾	(7,446		)	(7,458		)
Adjusted net income	$	23,840		$	20,155

Weighted-average shares of Class A common stock outstanding - diluted	27,041,981			22,773,487
Exchange of Class B and Class C units in HLA ⁽²⁾	26,420,627			30,603,983
Adjusted shares outstanding	53,462,608			53,377,470

Non-GAAP earnings per share	$	0.45		$	0.38

(1)

Represents corporate income taxes at our estimated statutory tax rate of 23.8% for the three month period ended June 30, 2019 and 27.0% for the three month period ended June 30, 2018 applied to adjusted pre-tax net income. The 23.8% is based on a federal tax statutory rate of 21.0% and a combined state income tax rate net of federal benefits of 2.8%. The 27.0% is based on a federal tax statutory rate of 21.0% and a combined state income tax rate net of federal benefits of 6.0%.


(2)	Assumes the full exchange of Class B and Class C units in HLA for Class A common stock of HLI pursuant to the exchange agreement.

Investment Performance

The following tables present information relating to the historical performance of our discretionary investment accounts. The data for these investments is presented from the date indicated through March 31, 2019 and have not been adjusted to reflect acquisitions or disposals of investments subsequent to that date.

When considering the data presented below, you should note that the historical results of our discretionary investments are not indicative of the future results you should expect from such investments, from any future investment funds we may raise or from an investment in our Class A common stock, in part because:


•	market conditions and investment opportunities during previous periods may have been significantly more favorable for generating positive performance than those we may experience in the future;


•	the performance of our funds is generally calculated on the basis of net asset value (“NAV”) of the funds’ investments, including unrealized gains, which may never be realized;


•	our historical returns derive largely from the performance of our earlier funds, whereas future fund returns will depend increasingly on the performance of our newer funds or funds not yet formed;


•	our newly established funds may generate lower returns during the period that they take to deploy their capital;


•	in recent years, there has been increased competition for investment opportunities resulting from the increased amount of capital invested in private markets alternatives and high liquidity in debt markets, and the increased competition for investments may reduce our returns in the future; and


•	the performance of particular funds also will be affected by risks of the industries and businesses in which they invest.

The historical and potential future returns of the investment funds we manage are not directly linked to returns on our Class A common stock. Therefore, you should not conclude that continued positive performance of the investment funds we manage will necessarily result in positive returns on an investment in our Class A common stock. As used in this discussion, internal rate of return (“IRR”) is calculated on a pooled basis using daily cash flows. See “Performance Methodology” below for more information on how our returns are calculated.

Specialized Fund Performance

We organize, invest and manage primary, secondary and direct/co-investment funds. Our funds invest across a variety of private markets and include equity, equity-linked and credit funds offered on standard terms, as well as shorter duration, opportunistically oriented funds. Below is performance information across our various specialized funds. Many of these funds are globally focused, and they are grouped by the investment strategy utilized.

Gross Returns — Realized



Fund	Vintage year	Fund size ($M)	Realized Capital invested ($M)	Realized Gross multiple	Realized Gross IRR (%)	Realized Gross Spread vs. S&P 500 PME	Realized Gross Spread vs. MSCI World PME
Primaries (Diversified)
PEF I	1998	122	117	1.3	5.4%	378 bps	322 bps
PEF IV	2000	250	238	1.7	16.2%	1,302 bps	1,170 bps
PEF V	2003	135	132	1.7	14.4%	858 bps	972 bps
PEF VI	2007	494	477	1.6	12.5%	175 bps	515 bps
PEF VII	2010	262	158	1.5	16.7%	197 bps	626 bps
PEF VIII	2012	427	5	1.6	17.9%	806 bps	1,176 bps
PEF IX	2015	517	25	1.8	43.1%	2,863 bps	3,152 bps
PEF X	2018	252	N/A	N/A	N/A	N/A	N/A
Secondaries
Pre-Fund	—	—	362	1.5	17.1%	1,330 bps	1,174 bps
Secondary Fund I	2005	360	353	1.2	5.2%	111 bps	339 bps
Secondary Fund II	2008	591	558	1.5	21.8%	668 bps	1,081 bps
Secondary Fund III	2012	909	354	1.6	24.3%	1,107 bps	1,545 bps
Secondary Fund IV	2016	1,916	70	1.7	46.4%	2,880 bps	3,112 bps
Co-investments
Pre-Fund	—	—	244	1.9	21.3%	1,653 bps	1,601 bps
Co-Investment Fund	2005	604	450	1.2	3.3%	(268) bps	(16) bps
Co-Investment Fund II	2008	1,195	799	2.7	22.9%	1,056 bps	1,436 bps
Co-Investment Fund III	2014	1,243	153	2.5	76.5%	6,199 bps	6,584 bps
Co-Investment Fund IV	2018	1,469	N/A	N/A	N/A	N/A	N/A

Fund	Vintage year	Fund size ($M)	Realized Capital invested ($M)	Realized Gross multiple	Realized Gross IRR (%)	Realized Gross Spread vs. CS HY II PME	Realized Gross Spread vs. CS LL PME
Strategic Opportunities (Tail-end secondaries and credit)
Strat Opps 2015	2015	71	45	1.3	19.1%	882 bps	1,287 bps
Strat Opps 2016	2016	214	101	1.2	19.2%	1,138 bps	1,345 bps
Strat Opps 2017	2017	435	74	1.2	22.9%	2,195 bps	1,930 bps
Strat Opps 2018	2018	889	35	1.1	17.1%	1,480 bps	1,585 bps

Gross Returns — Realized and Unrealized



Fund	Vintage year	Fund size ($M)	Capital invested ($M)	Gross multiple	Net Multiple	Gross IRR (%)	Net IRR (%)	Gross Spread vs. S&P 500 PME	Net Spread vs. S&P 500 PME	Gross Spread vs. MSCI World PME	Net Spread vs. MSCI World PME
Primaries (Diversified)
PEF I	1998	122	117	1.3	1.2	5.4%	2.5%	378 bps	76 bps	322 bps	16 bps
PEF IV	2000	250	238	1.7	1.5	16.2%	11.2%	1,302 bps	828 bps	1,170 bps	708 bps
PEF V	2003	135	132	1.7	1.6	14.4%	9.8%	858 bps	384 bps	972 bps	491 bps
PEF VI	2007	494	510	1.6	1.6	12.1%	9.3%	118 bps	(120) bps	460 bps	216 bps
PEF VII	2010	262	281	1.5	1.5	14.0%	9.9%	43 bps	(362) bps	455 bps	42 bps
PEF VIII	2012	427	370	1.3	1.3	11.8%	8.6%	14 bps	(324) bps	372 bps	27 bps
PEF IX	2015	517	361	1.3	1.3	17.9%	15.7%	545 bps	362 bps	879 bps	699 bps
PEF X	2018	252	25	1.1	1.0	18.1%	(7.2)%	654 bps	(1,450) bps	1,117 bps	(1,142) bps
Secondaries
Pre-Fund	—	—	362	1.5	N/A	17.1%	N/A	1,330 bps	N/A	1,174 bps	N/A
Secondary Fund I	2005	360	353	1.2	1.2	5.2%	3.8%	111 bps	(62) bps	339 bps	158 bps
Secondary Fund II	2008	591	594	1.5	1.4	20.2%	14.0%	496 bps	(134) bps	915 bps	272 bps
Secondary Fund III	2012	909	825	1.5	1.4	17.7%	14.2%	513 bps	126 bps	914 bps	532 bps
Secondary Fund IV	2016	1,916	1,436	1.2	1.2	24.1%	26.1%	1,110bps	1,683 bps	1,485 bps	2,062 bps
Co-investments
Pre-Fund	—	—	244	1.9	N/A	21.3%	N/A	1,653 bps	N/A	1,601 bps	N/A
Co-Investment Fund	2005	604	577	1.0	0.9	0.6%	(0.8)%	(531) bps	(702) bps	(279) bps	(455) bps
Co-Investment Fund II	2008	1,195	1,133	2.2	1.9	19.6%	15.8%	738 bps	351 bps	1,124 bps	732 bps
Co-Investment Fund III	2014	1,243	1,244	1.5	1.4	20.4%	16.4%	836 bps	447 bps	1,184 bps	786 bps
Co-Investment Fund IV	2018	1,469	474	1.1	1.0	16.1%	9.2%	717 bps	666 bps	1,121 bps	886 bps

Fund	Vintage year	Fund size ($M)	Capital invested ($M)	Gross multiple	Net Multiple	Gross IRR (%)	Net IRR (%)	Gross Spread vs. CS HY II PME	Net Spread vs. CS HY II PME	Gross Spread vs. CS LL PME	Net Spread vs. CS LL PME
Strategic Opportunities (Tail-end secondaries and credit)
Strat Opps 2015	2015	71	67	1.3	1.2	14.9%	11.5%	609 bps	277 bps	930 bps	594 bps
Strat Opps 2016	2016	214	214	1.2	1.2	14.3%	11.7%	736 bps	503 bps	910 bps	676 bps
Strat Opps 2017	2017	435	441	1.1	1.1	12.4%	10.0%	847 bps	587 bps	857 bps	628 bps
Strat Opps 2018	2018	889	506	1.1	1.1	11.5%	11.3%	429 bps	116 bps	846 bps	611 bps

Performance Methodology

The indices presented for comparison are the S&P 500, MSCI World, Credit Suisse High Yield II (“CS HY II”) and Credit Suisse Leverage Loan (“CS LL”), calculated on a public market equivalent (“PME”) basis. We believe these indices are commonly used by private markets and credit investors to evaluate performance. The PME calculation methodology allows private markets investment performance to be evaluated against a public index and assumes that capital is being invested in, or withdrawn from, the index on the days the capital was called and distributed from the underlying fund managers. The S&P 500 Index is a total return capitalization-weighted index that measures the performance of 500 U.S. large cap stocks. The MSCI World Index is a free float-adjusted market capitalization-weighted index of over 1,600 world stocks that is designed to measure the equity market performance of developed markets. The CS HY II Index, formerly known as the DLJ High Yield Index, is designed to mirror the investable universe of the U.S. dollar denominated high yield debt market. Prices for the CS HY II Index are available on a weekly basis. The CS LL Index is an index designed to mirror the investable universe of the U.S. dollar denominated leveraged loan market. Loans must be rated 5B or lower and the index frequency is monthly.

Our IRR represents the pooled IRR for all discretionary investments for the period from inception to March 31, 2019. Gross IRR is presented net of management fees, carried interest and expenses charged by the general partners of the underlying investments, but does not include our management fees, carried interest or expenses. Our gross IRR would decrease with the inclusion of our management fees, carried interest and expenses. Net IRR is net of all management fees, carried interest and expenses charged by the general partners of the underlying investments as well as by us. Net IRR figures for our funds do not include cash flows attributable to the general partner. Note that secondary portfolio IRRs can be initially impacted by purchase discounts (or premiums) paid at the closing of a transaction, the impact of which will diminish over time.

The “Realized IRR” represents the pooled IRR for those discretionary investments that we consider realized for purposes of our track record, which are investments where the underlying investment fund has been fully liquidated, has generated a distributions to paid-in capital ratio (“DPI”) greater than or equal to 1.0 or is older than six years and has a residual value to paid-in capital ratio (“RVPI”) less than or equal to 0.2. Hamilton Lane Secondary Realized includes investments that have been fully liquidated, have a DPI greater than or equal to 1.0 or a RVPI less than or equal to 0.2. Hamilton Lane Realized Co-Investment and Hamilton Lane Realized Strategic Opportunities include investments that have been fully liquidated or have a DPI greater than or equal to 1.0. “Unrealized” includes all investments that do not meet the aforementioned criteria. DPI represents total distributions divided by total invested capital. RVPI represents the remaining market value divided by total invested capital. “Capital Invested” refers to the total amount of all investments made by a fund, including commitment-reducing and non-commitment-reducing capital calls. “Multiple” represents total distributions from underlying investments to the fund plus the fund’s market value divided by total contributed capital. “Gross Multiple” is presented net of management fees, carried interest and expenses charged by the fund managers of the underlying investments.

Specialized fund and pre-fund performance does not include ten funds-of-funds that have investor-specific investment guidelines.

Certain of our specialized funds utilize revolving credit facilities, which provide capital that is available to fund investments or pay partnership expenses and management fees. Borrowings may be paid down from time to time with investor capital contributions or distributions from investments. The use of a credit facility affects the fund’s return and magnifies the performance on the upside or on the downside.

Liquidity and Capital Resources

Historical Liquidity and Capital Resources

We have managed our historical liquidity and capital requirements primarily through the receipt of management and advisory fee revenues. Our primary cash flow activities involve: (1) generating cash flow from operations, which largely includes management and advisory fees; (2) realizations generated from our investment activities; (3) funding capital commitments that we have made to certain of our specialized funds and customized separate accounts; (4) making dividend payments to our stockholders and distributions to holders of HLA units; and (5) borrowings, interest payments and repayments under our outstanding debt. As of June 30, 2019 and March 31, 2019, our cash and cash equivalents, including investments in money market funds, were $58.9 million and $49.4 million, respectively.

Our material sources of cash from our operations include: (1) management and advisory fees, which are collected monthly or quarterly; (2) incentive fees, which are volatile and largely unpredictable as to amount and timing; and (3) fund distributions related to investments in our specialized funds and certain customized separate accounts that we manage. We use cash flow from operations primarily to pay compensation and related expenses, general, administrative and other expenses, debt service, capital expenditures and distributions to our owners and to fund commitments to certain of our specialized funds and customized

separate accounts. If cash flow from operations were insufficient to fund distributions to our owners, we expect that we would suspend paying such distributions.

We have also accessed the capital markets and used proceeds from sales of our Class A common stock to settle in cash exchanges of HLA membership interests by direct and indirect owners of HLA pursuant to our exchange agreement.

Term Loan and Revolving Credit Facility

In August 2017, we entered into a Term Loan and Security Agreement (the “Term Loan Agreement”) and a Revolving Loan and Security Agreement (the “Revolving Loan Agreement” and, together with the Term Loan Agreement, the “Loan Agreements”) with First Republic Bank. Proceeds from the Loan Agreements were utilized to pay off the outstanding principal amount and accrued interest of the predecessor credit facility.

The Term Loan Agreement provides for a term loan facility in an aggregate principal amount of $75.0 million and also contains an accordion feature that allows HLA to increase the commitment under the facility by up to $25.0 million under certain conditions (the “Term Loan Facility”). Borrowings under the Term Loan Facility accrue interest at a floating per annum rate equal to the greater of (i) the prime rate minus 1.25% and (ii) 2.75%. The Term Loan Facility matures on November 1, 2024.

The Revolving Loan Agreement provides for a revolving credit facility up to an aggregate principal amount of $25.0 million (the “Revolving Loan Facility”). The Revolving Loan Facility is for working capital and general corporate purposes. Borrowings under the Revolving Loan Facility accrue interest at a floating per annum rate equal to the greater of (i) the prime rate minus 1.50% and (ii) 2.50%. The Revolving Loan Facility matures on August 21, 2020 and requires compliance with conditions precedent that must be satisfied prior to any borrowing.

As of June 30, 2019 and March 31, 2019, the principal amount of debt outstanding equaled $70.3 million and $71.3 million, respectively. The Loan Agreements contain covenants that, among other things, limit HLA’s ability to incur indebtedness, transfer or dispose of assets, merge with other companies, create, incur or allow liens, make investments, pay dividends or make distributions, engage in transactions with affiliates and take certain actions with respect to management fees. The Loan Agreements also require HLA to maintain (i) a specified amount of management fees in each fiscal year during the term of each of the Loan Agreements, (ii) adjusted EBITDA less dividend distributions on a trailing six-month basis of $12.5 million or greater, tested semi-annually, and (iii) a specified tangible net worth during each fiscal year during the term of each of the Loan Agreements. The obligations under the Loan Agreements are secured by substantially all the assets of HLA.

Future Sources and Uses of Liquidity

We generate significant cash flows from operating activities. We believe that we will be able to continue to meet our current and long-term liquidity and capital requirements through our cash flows from operating activities, existing cash and cash equivalents and our ability to obtain future external financing.

We believe we will also continue to evaluate opportunities, based on market conditions, to access the capital markets and use proceeds from sales of our Class A common stock to settle in cash exchanges of HLA membership interests by direct and indirect owners of HLA pursuant to our exchange agreement. The timing or size of any potential transactions will depend on a number of factors, including market opportunities and our views regarding our capital and liquidity positions and potential future needs. There can be no assurance that any such transactions will be completed on favorable terms, or at all.

On November 5, 2018, we authorized a program to repurchase up to 6% of the outstanding shares of our Class A common stock, not to exceed $50 million (the “Stock Repurchase Program”). The Stock Repurchase Program does not include specific price targets or timetables and may be suspended or terminated by us at any time. We intend to finance the purchases using available working capital and/or external financing. The Stock Repurchase Program expires twelve months after the date of the first acquisition under the authorization. We have not repurchased any of our Class A common stock under the Stock Repurchase Program, and therefore the full purchase authority remains available.

We expect that our primary current and long-term liquidity needs will comprise cash to (1) provide capital to facilitate the growth of our business, (2) fund commitments to our investments, (3) pay operating expenses, including cash compensation to our employees, (4) make payments under the tax receivable agreement, (5) fund capital expenditures, (6) pay interest and principal due on our outstanding debt, (7) pay income taxes, (8) make dividend payments to our stockholders and distributions to holders of HLA units in accordance with our distribution policy, (9) settle exchanges of HLA membership interests by direct and indirect owners of HLA pursuant to our exchange agreement from time to time and (10) fund purchases of our Class A common stock pursuant to the Stock Repurchase Program.

We are required to maintain minimum net capital balances for regulatory purposes for our Hong Kong, United Kingdom and broker-dealer subsidiaries. These net capital requirements are met by retaining cash. As a result, we may be restricted in our ability to transfer cash between different operating entities and jurisdictions. As of June 30, 2019 and March 31, 2019, we were required to maintain approximately $2.5 million and $2.2 million, respectively, in liquid net assets within these subsidiaries to meet regulatory net capital and capital adequacy requirements. We are in compliance with these regulatory requirements.

Cash Flows

Three Months Ended June 30, 2019 and 2018



	Three Months Ended June 30,
($ in thousands)	2019			2018
Net cash provided by operating activities	$	33,402		$	37,864
Net cash used in investing activities	(10,488		)	(8,094		)
Net cash used in financing activities	(13,135		)	(23,711		)

Operating Activities

Net cash provided by operating activities was $33.4 million and $37.9 million during the three months ended June 30, 2019 and 2018, respectively. These operating cash flows were driven primarily by:


•	net income of $27.5 million and $23.1 million during the three months ended June 30, 2019 and 2018, respectively;


•	proceeds received from investments of $2.2 million and $2.7 million during the three months ended June 30, 2019 and 2018, respectively, which represent a return on investment from specialized funds and certain customized separate accounts; and


•	net change in operating assets and liabilities of $3.7 million and $9.0 million during the three months ended June 30, 2019 and 2018, respectively, primarily for the accruals related to our annual bonus program that is paid in March.

Investing Activities

Our net cash flow used in investing activities was $10.5 million and $8.1 million during the three months ended June 30, 2019 and 2018, respectively. These amounts were driven primarily by:


•	net contributions to investments of $5.8 million and $6.7 million during the three months ended June 30, 2019 and 2018, respectively; and


•	purchases of other investments of $4.0 million during the three months ended June 30, 2019.

Financing Activities

Our net cash flow used in financing activities was $13.1 million and $23.7 million during the three months ended June 30, 2019 and 2018, respectively. Cash used in financing activities was attributable primarily to:


•	secured financing proceeds received of $15.8 million during the three months ended June 30, 2019;


•	dividends paid of $5.7 million and $3.9 million during the three months ended June 30, 2019 and 2018, respectively; and


•	distributions to HLA members of $22.2 million and $18.8 million during the three months ended June 30, 2019 and 2018, respectively.

Off-Balance Sheet Arrangements

There has been no material change in our off-balance sheet arrangements discussed in our 2019 Form 10-K.

Contractual Obligations, Commitments and Contingencies

There have been no material changes outside of the ordinary course of business in our contractual obligations, commitments and contingencies from those specified in our 2019 Form 10-K.

Critical Accounting Policies

The preparation of our condensed consolidated financial statements requires us to make estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent liabilities. We base our judgments on our historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making estimates about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

For a more complete discussion of the accounting judgments and estimates that we have identified as critical in the preparation of our condensed consolidated financial statements, please refer to our Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2019 Form 10-K.

Recent Accounting Pronouncements

Information regarding recent accounting developments and their impact on our results can be found in Note 2, “Summary of Significant Accounting Policies” in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

Item 3. Qualitative and Quantitative Disclosures about Market Risk

In the normal course of business, we are exposed to a broad range of risks inherent in the financial markets in which we participate, including price risk, interest-rate risk, access to and cost of financing risk, liquidity risk, counterparty risk and foreign exchange-rate risk. Potentially negative effects of these risks may be mitigated to a certain extent by those aspects of our investment approach, investment strategies, fundraising practices or other business activities that are designed to benefit, either in relative or absolute terms, from periods of economic weakness, tighter credit or financial market dislocations.

Our predominant exposure to market risk is related to our role as general partner or investment manager for our specialized funds and customized separate accounts and the sensitivities to movements in the fair value of their investments, which may adversely affect our equity in income of investees. Since our management fees are generally based on commitments or net invested capital, our management fee and advisory fee revenue is not significantly impacted by changes in investment values.

Fair value of the financial assets and liabilities of our specialized funds and customized separate accounts may fluctuate in response to changes in the value of securities, foreign currency exchange rates, commodity prices and interest rates. The impact of investment risk is as follows:

•

Equity in income of investees changes along with the realized and unrealized gains of the underlying investments in our specialized funds and certain customized separate accounts in which we have a general partner commitment. Our general partner investments include thousands of unique underlying portfolio investments with no significant concentration in any industry or country outside of the United States.


•	Management fees from our specialized funds and customized separate accounts are not significantly affected by changes in fair value as the management fees are not generally based on the value of the specialized funds or customized separate accounts, but rather on the amount of capital committed or net invested in the specialized funds or customized separate accounts, as applicable.

•

Incentive fees from our specialized funds and customized separate accounts are not materially affected by changes in the fair value of unrealized investments because they are based on realized gains and subject to achievement of performance criteria rather than on the fair value of the specialized fund’s or customized separate account’s assets prior to realization. We had $3.7 million of deferred incentive fee revenue on our balance sheet as of June 30, 2019. Minor decreases in underlying fair value would not affect the amount of deferred incentive fee revenue subject to clawback.

Exchange Rate Risk

Several of our specialized funds and customized separate accounts hold investments denominated in non-U.S. dollar currencies that may be affected by movements in the rate of exchange between the U.S. dollar and foreign currency, which could impact investment performance. The currency exposure related to investments in foreign currency assets is limited to our general partner interest, which is typically one percent of total capital commitments. We do not possess significant assets in foreign countries in which we operate or engage in material transactions in currencies other than the U.S. dollar. Therefore, changes in exchange rates are not expected to materially impact our financial statements.

Interest Rate Risk

As of June 30, 2019, we had $70.3 million in borrowings outstanding under our Loan Agreements. The annual interest rate on the Term Loan Agreement, which is at the prime rate minus 1.25%, subject to a floor of 2.75%, was 4.25% as of June 30, 2019.

Based on the floating rate component of our Loan Agreements payable as of June 30, 2019, we estimate that a 100 basis point increase in interest rates would result in increased interest expense related to the loan of $0.7 million over the next 12 months.

Credit Risk

We are party to agreements providing for various financial services and transactions that contain an element of risk in the event that the counterparties are unable to meet the terms of such agreements. In such agreements, we depend on the respective counterparty to make payment or otherwise perform. We generally endeavor to minimize our risk of exposure by limiting the counterparties with which we enter into financial transactions to reputable financial institutions. In other circumstances, availability of financing from financial institutions may be uncertain due to market events, and we may not be able to access these financing markets.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2019. Our disclosure controls and procedures are intended to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective at June 30, 2019 due to the existence of a previously reported material weakness in our internal control over financial reporting. This material weakness related to insufficient information technology general controls for one information technology system that supports the Company’s financial reporting process. The material weakness was identified and discussed in Part II, Item 9A of our 2019 Form 10-K. The material weakness did not result in any identified misstatements to the audited consolidated financial statements or disclosures in our 2019 Form 10-K, or any restatements of our audited and unaudited consolidated financial statements or disclosures for any previously reported periods.

Notwithstanding the identified material weakness, management, including our Chief Executive Officer and Chief Financial Officer, believes the condensed consolidated financial statements included in this Form 10-Q fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented in accordance with GAAP.

Changes in Internal Control over Financial Reporting

We have commenced our remediation efforts in connection with the identification of the material weakness discussed above and have taken the following steps during the quarter ended June 30, 2019:


•	We are implementing procedures intended to ensure that data entry is performed correctly and a compensating control of independent reconciliations and verifications is in place to verify the system’s output.


•	We are establishing additional monitoring and oversight controls to ensure the accuracy and completeness of our consolidated financial statements and related disclosures.

While we have taken considerable action to remediate the material weakness, there has not yet been a sufficient passage of time to evidence that such remediation efforts have been successful. Accordingly, we continue to test our controls implemented in the first quarter to assess whether our controls are operating effectively. While there can be no assurance, we believe our material weakness will be remediated during the course of fiscal 2020.

Other than the changes discussed above, there have been no changes to our internal control over financial reporting during the quarter ended June 30, 2019 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



	40

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, we may be subject to various legal, regulatory and/or administrative proceedings from time to time. Although there can be no assurance of the outcome of such proceedings, in the opinion of management, we do not believe it is probable that any pending or, to our knowledge, threatened legal proceeding or claim would individually or in the aggregate materially affect our condensed consolidated financial statements.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of our 2019 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

On June 24, 2019, we issued an aggregate of 7,692 shares of our Class A common stock valued at an aggregate of approximately $424,906 to the two former principals of RAPM pursuant to an earnout obligation in connection with HLA’s August 2017 acquisition of RAPM. This issuance did not involve any underwriters, underwriting discounts or commissions or a public offering, and such issuance was exempt from registration requirements pursuant to Section 4(a)(2) of the Securities Act.

Issuer Purchases of Equity Securities

The following table provides information about our share repurchase activity for the quarter ended June 30, 2019:



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(1)
April 1-30, 2019	—	$	—	—	$	50,000,000
May 1-31, 2019	—	$	—	—	$	50,000,000
June 1-30, 2019	—	$	—	—	$	50,000,000
Total	—	$	—

(1) On November 6, 2018, we announced that our board of directors authorized a program to repurchase, in the aggregate, up to 6% of the outstanding shares of our Class A common stock as of the date of the authorization, not to exceed $50 million (the “Stock Repurchase Program”). The authorization provides us the flexibility to repurchase shares in the open market or in privately negotiated transactions from time to time, based on market conditions and other factors. We have not repurchased any of our Class A common stock under the Stock Repurchase Program, so the full purchase authority remains available under this program, which expires 12 months after the date of the first acquisition under the authorization.

Item 6. Exhibits



		Incorporated By Reference				Filed Herewith
Exhibit No.	Description of Exhibit	Form	Exhibit	Filing Date	File No.	Filed Herewith
3.1	Amended and Restated Certificate of Incorporation of Hamilton Lane Incorporated	8-K	3.1	3/10/17	001-38021
3.2	Amended and Restated Bylaws of Hamilton Lane Incorporated	10-K	3.2	6/27/17	001-38021
31.1	Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					X
31.2	Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					X
32‡	Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.					X
101.SCH	Inline XBRL Taxonomy Extension Schema					X
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase					X
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase					X
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase					X
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase					X
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)					X

‡ Furnished herewith.



	42

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 8th day of August, 2019.



HAMILTON LANE INCORPORATED


By:	/s/ Randy M. Stilman
	Name: Randy M. Stilman
	Title: Chief Financial Officer and Treasurer

By:	/s/ Michael Donohue
	Name: Michael Donohue
	Title: Managing Director and Controller