SEC Form 10-Q filed by Hamilton Lane Incorporated

8/6/24 4:25:39 PM ET

$HLNE

Investment Managers

Finance

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hlne-20240630

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, 2024


☐			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.)

110 Washington Street,

Suite 1300

Conshohocken,

19428

(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 2, 2024, there were 40,532,856 shares of the registrant’s Class A common stock, par value $0.001, and 13,664,635 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, 2024 and March 31, 2024			3
Condensed Consolidated Statements of Income for the three months ended June 30, 2024 and 2023			4
Condensed Consolidated Statements of Stockholders’ Equity for the three months ended June 30, 2024 and 2023			5
Condensed Consolidated Statements of Cash Flows for the three m onths ended June 30, 2024 and 2023			6
Notes to Condensed Consolidated Financial Statements			8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			23
Item 3. Quantitative and Qualitative Disclosures about Market Risk			44
Item 4. Controls and Procedures			45
PART II - OTHER INFORMATION
Item 1. Legal Proceedings			46
Item 1A. Risk Factors			46
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			46
Item 5. Other Information			46
Item 6. Exhibits			47
Signatures			48

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. Please note that nothing in this Form 10-Q represents an offer to sell, or a solicitation of an offer to purchase, interests in any of Hamilton Lane’s products.

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, competition in our industry, 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 fund commitments; our exposure and that of our clients and investors to the credit risks of financial institutions at which we and they hold accounts; our ability to comply with investment guidelines set by our clients; our ability to successfully integrate acquired businesses with ours; our ability to manage risks associated with introducing new types of investment structures, products or services or entering into strategic partnerships; our ability to manage redemption or repurchase rights in certain of our funds; our ability to manage, identify and anticipate risks we face; our ability to manage the effects of events outside of our control; 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 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, 2024 (our “2024 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,
	2024		2024
Assets
Cash and cash equivalents	$	151,663	$	114,634
Restricted cash	4,799		4,985
Fees receivable	141,099		108,291
Prepaid expenses	7,494		11,073
Due from related parties	14,199		8,150
Furniture, fixtures and equipment, net	32,632		33,013
Lease right-of-use assets, net	62,453		62,425
Investments	620,667		603,697
Deferred income taxes	259,301		261,887
Other assets	34,136		34,435
Assets of consolidated variable interest entities:
Cash and cash equivalents	14,614		—
Investments	28,804		28,575
Other assets	52		35
Total assets	$	1,371,913	$	1,271,200
Liabilities and equity
Accounts payable	$	4,683	$	4,505
Accrued compensation and benefits	68,236		35,979
Accrued members’ distributions	21,638		23,815
Accrued dividend	19,451		17,628
Debt	195,565		196,159
Payable to related parties pursuant to tax receivable agreement	200,346		201,422
Lease liabilities	78,916		79,033
Other liabilities (includes $13,871 and $13,071 at fair value)	37,734		36,700
Liabilities of consolidated variable interest entities:
Other liabilities	8,514		1
Total liabilities	$	635,083	$	595,242

Commitments and contingencies (Note 15)




Class A common stock, $0.001 par value, 300,000,000 authorized; 40,533,548 and 40,547,806 issued and outstanding as of June 30, 2024 and March 31, 2024, respectively	41		41
Class B common stock, $0.001 par value, 50,000,000 authorized; 13,664,635 and 13,664,635 issued and outstanding as of June 30, 2024 and March 31, 2024, respectively	14		14
Additional paid-in-capital	210,099		208,402
Retained earnings	356,209		316,696
Total Hamilton Lane Incorporated stockholders’ equity	$	566,363	$	525,153
Non-controlling interests in general partnerships	5,389		5,043
Non-controlling interests in Hamilton Lane Advisors, L.L.C.	160,446		145,762
Non-controlling interests in consolidated funds	4,632		—
Total equity	$	736,830	$	675,958
Total liabilities and equity	$	1,371,913	$	1,271,200

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,
	2024		2023
Revenues
Management and advisory fees	$	139,962	$	105,407
Incentive fees	56,769		19,630


Total revenues	196,731		125,037
Expenses
Compensation and benefits	78,435		44,103
General, administrative and other	28,373		25,761
Consolidated variable interest entities related:
General, administrative and other	312		234
Total expenses	107,120		70,098
Other income (expense)
Equity in income of investees	7,389		11,866
Interest expense	(2,947)		(2,890)
Interest income	765		937
Non-operating gain	9,814		232
Consolidated variable interest entities related:
Equity in income of investees	928		132
Unrealized gain	1,197		794
Interest expense	—		(6)
Interest income	17		1,740
Total other income (expense)	17,163		12,805
Income before income taxes	106,774		67,744
Income tax expense	19,687		16,400
Net income	87,087		51,344
Less: Income attributable to non-controlling interests in general partnerships	346		1
Less: Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	27,645		19,133

Less: Income attributable to non-controlling interests in consolidated funds	132		1,212
Net income attributable to Hamilton Lane Incorporated	$	58,964	$	30,998

Basic earnings per share of Class A common stock	$	1.49	$	0.82
Diluted earnings per share of Class A common stock	$	1.47	$	0.81
Dividends declared per share of Class A common stock	$	0.49	$	0.45

See accompanying notes to the condensed consolidated financial statements.

Hamilton Lane Incorporated

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

(In thousands)


	Class A Common Stock		Class B Common Stock		Additional Paid in Capital		Retained Earnings		Non-Controlling Interests in General Partnerships		Non-Controlling Interests in Hamilton Lane Advisors, L.L.C.		Non-Controlling Interests in Consolidated Funds		Total Equity

Balance at March 31, 2024	$	41	$	14	$	208,402	$	316,696	$	5,043	$	145,762	$	—	$	675,958
Net income	—		—		—		58,964		346		27,645		132		87,087

Equity-based compensation	—		—		2,372		—		—		851		—		3,223


Purchase and retirement of Class A stock for tax withholding	—		—		(388)		—		—		(139)		—		(527)

Dividends declared	—		—		—		(19,451)		—		—		—		(19,451)
Capital contributions from non-controlling interests, net	—		—		—		—		—		—		4,500		4,500
Member distributions	—		—		—		—		—		(14,609)		—		(14,609)

Employee Share Purchase Plan share issuance	—		—		478		—		—		171		—		649




Equity reallocation between controlling and non-controlling interests	—		—		(765)		—		—		765		—		—
Balance at June 30, 2024	$	41	$	14	$	210,099	$	356,209	$	5,389	$	160,446	$	4,632	$	736,830


	Class A Common Stock		Class B Common Stock		Additional Paid in Capital		Retained Earnings		Non-Controlling Interests in General Partnerships		Non-Controlling Interests in Hamilton Lane Advisors, L.L.C.		Non-Controlling Interests in Consolidated Funds		Total Equity

Balance at March 31, 2023	$	39	$	15	$	171,567	$	243,823	$	3,877	$	135,702	$	19,169	$	574,192

Net income	—		—		—		30,998		1		19,133		1,212		51,344

Equity-based compensation	—		—		1,995		—		—		851		—		2,846
Purchase and retirement of Class A stock for tax withholding	—		—		(76)		—		—		(32)		—		(108)


Dividends declared	—		—		—		(16,780)		—		—		—		(16,780)
Capital contributions to non-controlling interests, net	—		—		—		—		126		—		43,694		43,820
Member distributions	—		—		—		—		—		(14,165)		—		(14,165)

Employee Share Purchase Plan share issuance	—		—		386		—		—		165		—		551

Equity reallocation between controlling and non-controlling interests	—		—		2,801		—		—		(2,801)		—		—
Balance at June 30, 2023	$	39	$	15	$	176,673	$	258,041	$	4,004	$	138,853	$	64,075	$	641,700

See accompanying notes to the condensed consolidated financial statements.

Hamilton Lane Incorporated

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)


	Three Months Ended June 30,
	2024		2023
Operating activities:
Net income	$	87,087	$	51,344
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	2,313		1,873
Change in deferred income taxes	2,586		4,654
Change in payable to related parties pursuant to tax receivable agreement	(1,076)		(883)
Equity-based compensation	3,223		2,846
Equity in income of investees	(7,389)		(11,866)
Net realized loss on sale of investments	—		288
Fair value adjustment of other investments	(8,739)		(757)
Proceeds received from Partnerships	6,062		6,060
Non-cash lease expense	2,088		2,062


Other	198		36
Changes in operating assets and liabilities:
Fees receivable	(32,808)		(18,725)
Prepaid expenses	3,579		1,809
Due from related parties	(6,049)		(777)
Other assets	(70)		17,389
Accounts payable	178		1,015
Accrued compensation and benefits	32,257		8,336
Lease liability	(2,233)		(1,954)
Other liabilities	69		(1,402)
Consolidated variable interest entities related:



Net unrealized gain on investment	(901)		—
Equity in income of investees	(928)		(132)
Other assets and liabilities	296		(3,243)
Net cash provided by operating activities	$	79,743	$	57,973
Investing activities:
Purchase of furniture, fixtures and equipment	(1,506)		(3,385)


Purchase of investments	(5,001)		(1,177)
Proceeds from sale of investments	—		1,343
Proceeds from sale of intangible assets	—		876


Distributions received from Partnerships	9,231		1,676
Contributions to Partnerships	(10,410)		(22,686)
Consolidated variable interest entities related:
Purchase of Investments	(2,282)		(16,369)
Cash from consolidating funds	12,100		—

Net cash provided by (used in) investing activities	$	2,132	$	(39,722)

Hamilton Lane Incorporated

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)


	Three Months Ended June 30,
	2024		2023
Financing activities:



Repayments of debt	$	(625)	$	(625)
Draw-down on revolver	—		10,000
Repayment of revolver	—		(25,000)


Repurchase of Class A shares for employee tax withholding	(527)		(108)
Proceeds received from issuance of shares under Employee Share Purchase Plan	649		551

Dividends paid	(17,628)		(15,049)
Members’ distributions paid	(16,787)		(18,423)

Consolidated variable interest entities related:
Contributions from non-controlling interests in general partnerships	—		148
Distributions to non-controlling interests in general partnerships	—		(22)


Contributions from non-controlling interests in consolidated funds	4,500		43,694


Net cash used in financing activities	$	(30,418)	$	(4,834)

Increase in cash and cash equivalents, restricted cash, and cash and cash equivalents held at consolidated variable interest entities	51,457		13,417
Cash and cash equivalents, restricted cash, and cash and cash equivalents held at consolidated variable interest entities at beginning of the period	119,619		116,552
Cash and cash equivalents, restricted cash, and cash and cash equivalents held at consolidated variable interest entities at end of the period	$	171,076	$	129,969


Reconciliation of Cash and Cash Equivalents, Restricted Cash and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities to the Condensed Consolidated Balance Sheets:
	As of June 30,
	2024		2023
Cash and cash equivalents	$	151,663	$	100,255
Restricted cash	4,799		4,805
Cash and cash equivalents held at consolidated variable interest entities	14,614		24,909
Total cash and cash equivalents, restricted cash, and cash and cash equivalents held at consolidated variable interest entities	$	171,076	$	129,969

See accompanying notes to the condensed consolidated financial statements.

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 and, following its 2017 initial public offering, 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 (“NCI”) 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 cash, certain deferred tax assets and liabilities, payables to related parties pursuant to a tax receivable agreement, and dividends payable. Unless otherwise specified, “the Company” refers to the consolidated entity of HLI, HLA and subsidiaries throughout the remainder of these notes. As of each of June 30, 2024 and March 31, 2024, HLI held approximately 73.6% of the economic interest in HLA. As future exchanges of HLA units occur pursuant to the exchange agreement, 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 generates revenues primarily from management and advisory fees, comprised of specialized fund and customized separate account management fees, advisory and reporting fees and distribution management fees and, to a lesser extent, incentive fees, comprised of 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 specialized funds and customized separate accounts. HLA sponsors the formation, and serves as the general partner or managing member, of various limited liability partnerships 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 investments, including investments in debt, equity, and other equity-based instruments. The Company, 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 accounting principles generally accepted in the United States of America (“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, 2024 are not necessarily indicative of the results that may be expected for the year ending March 31, 2025. 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, 2024.

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

Accounting for Differing Fiscal Periods

The Partnerships primarily have a fiscal year end as of December 31, and the Company accounts for its investments in the Partnerships using a three-month lag due to the timing of financial information received from the investments held by the Partnerships. The Partnerships primarily invest in private equity funds, which generally require at least 90 days following the calendar year end to present audited financial statements. The Company records its share of capital contributions to and distributions from the Partnerships in investments in the Condensed Consolidated Balance Sheets during the three-month lag period.

The results of the consolidated Variable Interest Entities (“VIEs”) are reported on a three-month lag, due to the timing of the receipt of related financial statements.

The Company’s revenue earned from Partnerships, including both management and advisory fee revenue and incentive fee revenue, is not accounted for on a lag.

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:

•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 Company uses these levels of hierarchy to measure the fair value of certain financial instruments on a recurring basis, such as for investments; on a non-recurring basis, such as for acquisitions and impairment testing; for disclosure purposes, such as for long-term debt; and for other applications, as discussed in their respective notes.

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.

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

Recent Accounting Pronouncements

In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06 - Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments in this ASU incorporate 14 of the 27 disclosure requirements published in SEC Release No. 33-10532 - Disclosure Update and Simplification into various topics within the Accounting Standards Codification (“ASC”). The amendments represent clarifications to, or technical corrections of, current requirements. For SEC registrants, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. Early adoption is prohibited. The amendments will be applied retrospectively to all prior periods presented in the condensed consolidated financial statements. The Company is currently assessing the impact of the new requirements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures. This ASU enhances segment disclosures primarily around significant segment expenses for both interim and annual periods. The amendments in this ASU are to be applied retrospectively and are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years after December 15, 2024. Early adoption is permitted. The Company is currently assessing the impact of the new requirements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to enhance transparency and decision usefulness of income tax disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on a prospective basis, with early adoption permitted. The Company is currently assessing the impact of the new requirements.

In March 2024, the SEC adopted final rules to require disclosures about certain climate-related information in registration statements and annual reports. In April 2024, the SEC issued an order to stay the rules pending the completion of judicial review of multiple petitions challenging the rules. The rules, if implemented, would require information about a registrant’s climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition. The required information about climate-related risks will also include disclosure of a registrant’s greenhouse gas emissions, if material. In addition, the rules will require registrants to present certain climate-related financial metrics in their audited financial statements. The Company is currently assessing the impact of the new requirements should the rules be implemented.

The Organization for Economic Co-operation and Development ("OECD") has issued Pillar Two model rules introducing a new global minimum tax of 15%. While the U.S. has not yet adopted the Pillar Two rules, various other governments around the world are enacting similar legislation. The Company is not within the scope of the OECD Pillar Two model rules.

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

3. Revenue

The following table 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	2024		2023
Specialized funds	$	89,792	$	57,716
Customized separate accounts	33,453		31,719
Advisory	5,911		6,293
Reporting, monitoring, data and analytics	6,994		5,557
Distribution management	498		1,213
Fund reimbursement revenue	3,314		2,909
Total management and advisory fees	$	139,962	$	105,407


	Three Months Ended June 30,
Incentive fees	2024		2023
Specialized funds	$	52,054	$	18,386
Customized separate accounts	4,715		1,244


Total incentive fees	$	56,769	$	19,630

4. Investments

Investments consist of the following:


	June 30,		March 31,
	2024		2024
Equity method investments in Partnerships	$	411,183	$	408,615
Other equity method investments	1,438		1,576
Fair value investments	19,124		17,984
Investments valued under the measurement alternative	188,922		175,522
Total Investments	$	620,667	$	603,697

Investments of consolidated VIEs consist of the following:


	June 30,		March 31,
	2024		2024
Equity method investments in Partnerships	$	17,421	$	28,575
Fair value investments	11,383		—
Total Investments of Consolidated VIEs	$	28,804	$	28,575


			11

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

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, representing a general partner interest. The Company’s other equity method investments represent its ownership in a technology company to develop an AI-powered investment assistant for private markets.

Fair value investments

The Company’s fair value investments represent a publicly traded security, investments held by the consolidated funds and investments in private equity funds and direct credit and equity investments that are held as collateral on the Company’s secured financing. 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 cost of the assets held as collateral was $5,611 and $5,952 as of June 30, 2024 and March 31, 2024, respectively. The direct credit investments were debt securities classified as trading securities. Fair value investments are measured at fair value with unrealized gains and losses recorded in non-operating gain in the Condensed Consolidated Statements of Income.

The Company accounts for its secured financing 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 fair value investments delivered as collateral which are estimated using Level 3 inputs with the significant inputs as shown in Note 5 below.

The Company recognized gains of $948 and $29 on fair value investments held as collateral during the three months ended June 30, 2024 and 2023, respectively, that are recorded in non-operating gain. The Company recognized losses of $948 and $29 on the secured financing liability during the three months ended June 30, 2024 and 2023, respectively, that are recorded in non-operating gain in the Condensed Consolidated Statements of Income.

Investments valued under the measurement alternative


	Three Months Ended June 30,
	2024		2023
Carrying amount beginning of the period	$	175,522	$	168,732
Adjustments related to equity investments:
Purchases	5,001		1,177
Sales / return of capital	—		(178)
Net change in unrealized gain (1)	8,399		1,177
Net realized loss	—		(522)

Carrying amount, end of period	$	188,922	$	170,386

(1) Net change in unrealized gain consists of fair value adjustments for observable price changes of identical or similar investments.


			12

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

The following table summarizes the cumulative gross unrealized gains and cumulative gross unrealized losses related to the Company’s investments under the measurement alternative:


	June 30,		March 31,
	2024		2024
Cumulative gross unrealized gains	$	78,634	$	70,235
Cumulative gross unrealized losses	$	(43,289)	$	(43,289)

5. Fair Value Measurements

The following tables summarize the Company’s financial assets and financial liabilities recorded at fair value by fair value hierarchy level:


	As of June 30, 2024
	Level 1		Level 2		Level 3		NAV(2)		Total
Financial assets:
Fair value investments	$	5,253	$	—	$	13,871	$	—	$	19,124
Consolidated VIEs
Fair value investments	—		—		379		11,004		11,383
Total financial assets	$	5,253	$	—	$	14,250	$	11,004	$	30,507

Financial liabilities:
Secured financing(1)	$	—	$	—	$	13,871	$	—	$	13,871
Total financial liabilities	$	—	$	—	$	13,871	$	—	$	13,871

	As of March 31, 2024
	Level 1		Level 2		Level 3		NAV(2)		Total
Financial assets:
Fair value investments	$	4,913	$	—	$	13,071	$	—	$	17,984
Consolidated VIEs
Fair value investments	—		—		—		—		—

Total financial assets	$	4,913	$	—	$	13,071	$	—	$	17,984

Financial liabilities:

Secured financing(1)	$	—	$	—	$	13,071	$	—	$	13,071
Total financial liabilities	$	—	$	—	$	13,071	$	—	$	13,071

(1) Secured financing is recorded within other liabilities in the Condensed Consolidated Balance Sheets.

(2) Investments are recorded at estimated fair value based upon the net asset value (“NAV”) of the fund utilizing the practical expedient under ASC 820, “Fair Value Measurement.” The fair value amounts presented in this column are intended to permit reconciliation of the fair value hierarchy to the amounts presented in Note 4.


			13

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

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


	Private equity funds		Direct credit investments		Direct equity investments		Total other investments
Balance as of March 31, 2024	$	5,519	$	—	$	7,552	$	13,071
Contributions	—		—		—		—
Distributions	(148)				—		(148)
Net (loss) gain	(342)				1,290		948

Balance as of June 30, 2024	$	5,029	$	—	$	8,842	$	13,871


	Private equity funds		Direct credit investments		Direct equity investments		Total other investments
Balance as of March 31, 2023	$	6,664	$	790	$	6,774	$	14,228
Contributions	—		—		—		—
Distributions	(50)		—		—		(50)
Net (loss) gain	(184)		(5)		160		(29)

Balance as of June 30, 2023	$	6,430	$	785	$	6,934	$	14,149

The following is a reconciliation of investments held by our consolidated VIEs for which significant

unobservable inputs (Level 3) were used in determining value:


	Direct credit investments
Balance as of March 31, 2024	$	—
Contributions	386

Net income	(7)


Balance as of June 30, 2024	$	379


	Direct credit investments
Balance as of March 31, 2023	$	21,163
Contributions	14,056
Distributions	(40)
Net loss	82
Transfer in	19,364

Balance as of June 30, 2023	$	54,625


			14

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

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, as of June 30, 2024:


				Significant
	Fair		Valuation	Unobservable				Weighted
	Value		Methodology	Inputs	Range			Average
Other investments:
Private equity funds	$	5,029	Adjusted NAV	Selected market return	3.4%	-	5.1%	4.8%

Direct equity investments	$	8,842	Adjusted NAV	Selected market return	3.4%	-	9.2%	5.2%

Investments of consolidated VIE:
Direct credit investments	$	379	Recent precedent transactions

For the significant unobservable inputs listed in the tables above a significant increase or decrease in the selected market return would result in a significantly higher or lower fair value measurement, respectively.

6. Variable Interest Entities

The Company holds variable interests in entities that 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 variable interest in such entities is in the form of direct equity interests in, and/or 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. The Company consolidates VIEs in which it is determined that the Company is the primary beneficiary.

Consolidated Variable Interest Entities

The Company consolidates general partner entities of certain Partnerships and funds in which it is currently the primary beneficiary, which are not wholly-owned by the Company. The assets of the consolidated general partner VIEs represent investments in funds and the assets of the consolidated funds represent cash and investments. The assets may only be used to settle obligations of the respective 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. At the point when the Company no longer qualifies as the primary beneficiary of a consolidated VIE, it will deconsolidate all the assets and liabilities of the NCI in the respective Partnership from the Condensed Consolidated Balance Sheets.


			15

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

Non-consolidated Variable Interest Entities

Certain Partnerships that are VIEs are not consolidated because the Company has determined it is not the primary beneficiary based upon the Company’s equity interest percentage in each of the applicable VIEs. As of June 30, 2024, the total remaining unfunded commitments from the Company’s general partner entities to the non-consolidated VIEs was $182,293. Investor commitments are the primary source of financing for the non-consolidated VIEs.

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

The carrying value 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,
	2024		2024
Investments	$	233,900	$	232,743
Fees receivable	76,916		61,694
Due from related parties	5,579		1,699
Total VIE Assets	316,395		296,136
Less: Non-controlling interests	(2,155)		(1,918)
Maximum exposure to loss	$	314,240	$	294,218

7. Debt

The Company’s debt consisted of the following:


	As of June 30, 2024						As of March 31, 2024
	Principal Outstanding		Carrying Value		Interest Rate		Principal Outstanding		Carrying Value		Interest Rate
Term Loan	$	96,250	$	95,922	7.25	%	$	96,875	$	96,531	7.25	%
2020 Multi-Draw Facility	100,000		99,643		3.50	%	100,000		99,628		3.50	%

Total Debt	$	196,250	$	195,565			$	196,875	$	196,159

The carrying value of the Company’s outstanding debt as of June 30, 2024 and March 31, 2024 approximated fair value except for the 2020 multi-draw facility, which had an estimated fair value of $86,883 and $87,611 as of June 30, 2024 and March 31, 2024, respectively. The estimated fair value of debt is based on then-current market rates for similar debt instruments and is classified as Level 2 within the fair value hierarchy.


			16

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

8. Equity

The following table shows a rollforward of the Company’s common stock outstanding since March 31, 2024:


	Class A Common Stock	Class B Common Stock
March 31, 2024	40,547,806	13,664,635

Forfeitures	(20,420)	—
Shares repurchased for employee tax withholdings	(16)	—

Shares issued pursuant to Employee Share Purchase Plan	6,178	—
June 30, 2024	40,533,548	13,664,635

9. Equity Based Compensation

Restricted Stock Awards

A summary of restricted stock activity for the three months ended June 30, 2024 is presented below:


	Total Unvested	Weighted- Average Grant-Date Fair Value of Award
March 31, 2024	363,128	$	80.34

Vested	(289)	$	82.72
Forfeited	(7,376)	$	78.55
June 30, 2024	355,463	$	80.37

As of June 30, 2024, total unrecognized compensation expense related to restricted stock was $24,789.

Performance Awards

A summary of performance award activity for the three months ended June 30, 2024 is presented below:


	Total Unvested	Weighted- Average Grant-Date Fair Value of Award
March 31, 2024	489,150	$	29.79


Forfeited	(13,044)	$	29.79
June 30, 2024	476,106	$	29.79

As of June 30, 2024, total estimated unrecognized expense related to the unvested performance awards was $9,102 and none of the performance awards had met their market price-based vesting condition.


			17

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

10. Compensation and Benefits

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


	Three Months Ended June 30,
	2024		2023
Base compensation and benefits	$	61,020	$	36,350
Incentive fee compensation	14,192		4,907
Equity-based compensation	3,223		2,846
Total compensation and benefits	$	78,435	$	44,103

11. Income Tax

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 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 18.5% for the three months ended June 30, 2024 and 24.2% for the three months ended June 30, 2023. The effective tax rates were different from the statutory tax rates due to the portion of income allocated to NCI, valuation allowance recorded against deferred tax assets and discrete tax adjustments.

As of June 30, 2024, the Company had no unrecognized tax positions and believes there will be no changes to uncertain tax positions within the next 12 months.

12. 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.


			18

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

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, 2024					Three Months Ended June 30, 2023
	Net income attributable to Class A Stockholders		Weighted-Average Shares	Per share amount		Net income attributable to Class A Stockholders		Weighted-Average Shares	Per share amount


Basic EPS of Class A common stock	$	58,964	39,695,677	$	1.49	$	30,998	37,707,809	$	0.82
Adjustment to net income:
Assumed vesting of employee awards	51					14
Assumed conversion of Class B and Class C Units	20,674					12,602
Effect of dilutive securities:
Assumed vesting of employee awards			132,294					58,845
Assumed conversion of Class B and Class C Units			14,221,775					16,089,097
Diluted EPS of Class A common stock	$	79,689	54,049,746	$	1.47	$	43,614	53,855,751	$	0.81

The adjustments to net income for dilutive securities are based upon the additional income that would be allocated to HLI for the change in its ownership percentage due to the dilutive securities and adjusted for the incremental income tax expense related to the additional allocated income. Net income (loss) recorded by HLI on a standalone basis will determine if the Class B and Class C units are dilutive or antidilutive in each respective period.

The calculation of diluted earnings per share excludes 476,106 and 508,716 weighted-average shares underlying performance awards for the three months ended June 30, 2024 and 2023, respectively, as the market condition was not achieved as of June 30, 2024 and 2023.

13. Related Party Transactions

The Company considers its employees, directors, and equity method investments to be related parties.

Revenue and Receivables

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 $115,048 and $80,303 for the three months ended June 30, 2024 and 2023, respectively.


			19

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

The Company earned incentive fees from Partnerships of $55,320 and $18,625 for the three months ended June 30, 2024 and 2023, respectively.

Fees receivable from the Partnerships were $120,139 and $91,317 as of June 30, 2024 and March 31, 2024, respectively, and are included in fees receivable in the Condensed Consolidated Balance Sheets.

14. Supplemental Cash Flow


	Three Months Ended June 30,
	2024		2023
Establishment of lease liability in exchange for right of use asset	$	1,484	$	3,116

Non-cash investing activities:
Investments purchased by consolidated fund	$	8,200	$	—


Non-cash purchase of other equity method investment	$	—	$	2,000
Non-cash financing activities:
Dividends declared but not paid	$	19,451	$	16,780
Member distributions declared but not paid	$	21,638	$	11,464

15. 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 that did not meet the Company’s criteria for revenue recognition in the amounts of $1,237,605 and $1,221,488, net of amounts attributable to NCI, at June 30, 2024 and March 31, 2024, respectively.

If the Company ultimately receives the unrecognized carried interest, a total of $309,401 and $305,372 as of June 30, 2024 and March 31, 2024, 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.


			20

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

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 $266,842 and $267,734 as of June 30, 2024 and March 31, 2024, respectively.

In connection with certain of the Company’s strategic technology investments, a percentage of realized gains will be paid to one of our Co-CEOs for overseeing the initial investments and up to 15% may be paid as a discretionary bonus to other employees as those gains are realized. The Company has an unrealized net gain on strategic investments of $38,278 as of June 30, 2024.

The Company offers an Employee Investment Program (“EIP”) through which certain employees are able to invest directly into certain Company managed funds as individual limited partners (“LPs”). The employees also have an option to enter into a loan agreement with the Company or a third-party lender to fund committed capital. The loan is collateralized by the underlying LP’s interest in the fund and return of capital distributions are utilized to pay the outstanding loan balance. The Company entered into a separate agreement with the third-party lender to backstop the employee’s performance under the loan with a commitment to purchase the LP interest from the lender at the greater of fair value or the outstanding balance of the loan in the event of a default by the employee. As of June 30, 2024, the total amount of outstanding loans at the third-party lender under the EIP was $1,073, and the Company believes the risk of default by an employee to be remote.

Leases

The Company’s leases consist primarily of operating leases for office space and office equipment in various locations around the world. Some leases have the option to extend for an additional term or terminate early. Short-term lease costs are not material.

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


	Three Months Ended June 30,
	2024			2023
Operating lease costs	$	2,206		$	2,200
Variable lease costs	$	407		$	399
Cash paid for amounts included in the measurement of operating lease liabilities	$	2,233		$	2,088

Weighted average remaining lease term (in years)	12.3			13.4
Weighted average discount rate	3.5		%	3.4		%


			21

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

As of June 30, 2024, the maturities of operating lease liabilities were as follows:


Remainder of FY2025	$	6,574
FY2026	8,366
FY2027	8,241
FY2028	7,580
FY2029	6,773
Thereafter	60,003
Total lease payments	$	97,537
Less: imputed interest	(18,621)
Total operating lease liabilities	$	78,916

16. Subsequent Events

On August 6, 2024, the Company announced a quarterly dividend of $0.49 per share of Class A common stock to record holders at the close of business on September 16, 2024. The payment date will be October 4, 2024.


			22

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 2024 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 2024 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 2024 and fiscal 2023 are to our fiscal years ended March 31, 2024, and 2023, respectively.

Business Overview

We are a global private markets investment solutions provider and operate our business in a single segment. 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, venture capital and impact. These solutions are constructed from a range of investment types, including primary investments in funds managed by third-party managers, direct 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 $94.5 billion of our assets under management (“AUM”) as of June 30, 2024.

•Specialized Funds: We organize, invest and manage specialized primary, secondary and direct 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. Since then, our product offerings have grown steadily and now include evergreen offerings that primarily invest in secondaries and direct investments in equity and credit and are available to certain high-net-worth individuals. Specialized funds comprised $35.2 billion of our AUM as of June 30, 2024.

•Advisory Services: We offer non-discretionary 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, 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 $810.4 billion of assets under advisement (“AUA”) as of June 30, 2024.

•Distribution Management: We offer distribution management services to our clients through active portfolio management to enhance the realized value of publicly traded stock they receive as distributions in-kind 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 also on a stand-alone, fee-for-service basis. We also provide comprehensive research and analytical services as part of our investment solutions, leveraging our large, global, proprietary and high-quality database for transparency and powerful analytics. Our data, as well as our benchmarking and forecasting models, are accessible through our proprietary technology solution, Cobalt LP, on a stand-alone, subscription basis.

Our client and investor base is broadly diversified by type, size and geography. 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 we offer a highly customized, flexible service, 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, Canada, Europe, the Middle East, Asia, Australia and Latin America. We provide private markets solutions and services to some of the largest global pension, sovereign wealth and U.S. state pension funds. In addition, we believe we are a leading provider of private markets solutions for U.S. labor union pension plans, and we serve numerous smaller public and corporate pension plans, sovereign wealth funds, financial institutions and insurance companies, endowments and foundations, as well as family offices and high-net-worth individuals.

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, 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 generally reduce the asset-based and/or incentive fees or carried interest 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, net invested capital or net asset value ("NAV") in, our specialized funds. The management fee during the investment period is often charged on capital commitments and after the investment period (or a defined anniversary of the fund’s initial closing) is typically reduced by a percentage of the management fee for the preceding year or charged on net invested capital or NAV. 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, whether the limited partners commit early in the offering period or if the limited partners are investors in our other funds.

Revenues from advisory and reporting, monitoring, data and analytics services are generally annual fixed fees, which vary depending on the services we provide, and are recognized over the service term. 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 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 specialized funds and customized separate accounts.

For each of our secondary funds, direct investment funds, strategic opportunity funds and evergreen funds, we generally 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 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. 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. Incentive fees are typically only required to be returned on a net of tax basis due to a clawback. As such, the tax-related portion of incentive fees is typically not subject to clawback and is therefore recognized as revenue immediately upon receipt. 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 Condensed Consolidated Balance Sheets and recognized as income in accordance with our revenue recognition policy.

Performance fees, which are a component of incentive fees, are based on the aggregate amount of realized gains earned by the applicable specialized fund or 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 and performance 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.

Other Income (Expense)

Equity in income 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 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 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.

Non-operating gain 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.

Other income (expense) of consolidated variable interest entities (“VIEs”) consists primarily of the share of earnings of investments of consolidated general partner entities, which are not wholly-owned by us, in our specialized funds and certain customized separate accounts in which they have a general partner commitment, interest income on our previously consolidated fund and unrealized gains and interest income on consolidated funds.

Income Tax Expense

We are a corporation for U.S. federal income tax purposes and therefore are subject to U.S. federal and state income taxes on our share of taxable income generated by HLA. HLA is treated as a pass-through entity for U.S. federal and state income tax purposes. As such, income generated by HLA flows through to its limited partners, including us, and is generally not subject to U.S. federal or state income tax at the partnership level. Our non-U.S. subsidiaries generally operate as corporate entities in non-U.S. jurisdictions, with certain of these entities subject to non-U.S. income taxes. Additionally, certain of our subsidiaries are subject to local jurisdiction income taxes at the entity level. Accordingly, the tax liability with respect to income attributable to non-controlling interests ("NCI") in HLA is borne by the holders of such NCI.

Non-controlling interests

Non-controlling interests reflect the portion of income or loss and the corresponding equity attributable to third-party equity holders and employees in certain consolidated subsidiaries that are not 100% owned by us. NCI are presented as separate components in our Condensed Consolidated Statements of Income to clearly distinguish between our interests and the economic interests of third parties and employees in those entities.

Fee-Earning AUM

Fee-earning AUM is a metric we use 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 that are generally derived from applying a certain percentage to the appropriate fee base. 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 NAV of our customized separate accounts and specialized funds depending on the fee terms. The vast majority 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, 2024 and 2023. This information is derived from our accompanying condensed consolidated financial statements prepared in accordance with GAAP.


	Three Months Ended June 30,
(in thousands)	2024		2023
Revenues
Management and advisory fees	$	139,962	$	105,407
Incentive fees	56,769		19,630


Total revenues	196,731		125,037
Expenses
Compensation and benefits	78,435		44,103
General, administrative and other	28,373		25,761
Consolidated variable interest entities related:
General, administrative and other	312		234
Total expenses	107,120		70,098
Other income (expense)
Equity in income of investees	7,389		11,866
Interest expense	(2,947)		(2,890)
Interest income	765		937
Non-operating gain	9,814		232
Consolidated variable interest entities related:
Equity in income of investees	928		132
Unrealized gain	1,197		794
Interest expense	—		(6)
Interest income	17		1,740
Total other income (expense)	17,163		12,805
Income before income taxes	106,774		67,744
Income tax expense	19,687		16,400
Net income	87,087		51,344
Less: Income attributable to non-controlling interests in general partnerships	346		1
Less: Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	27,645		19,133

Less: Income attributable to non-controlling interests in consolidated funds	132		1,212
Net income attributable to Hamilton Lane Incorporated	$	58,964	$	30,998

Revenues

The following table shows revenues of the Company:


	Three Months Ended June 30,				Change
(in thousands)	2024		2023
Revenues
Management and advisory fees
Specialized funds	$	89,792	$	57,716	$	32,076
Customized separate accounts	33,453		31,719		1,734
Advisory	5,911		6,293		(382)
Reporting, monitoring, data and analytics	6,994		5,557		1,437
Distribution management	498		1,213		(715)
Fund reimbursement revenue	3,314		2,909		405
Total management and advisory fees	139,962		105,407		34,555
Incentive fees
Specialized funds	52,054		18,386		33,668
Customized separate accounts	4,715		1,244		3,471
Total incentive fees	56,769		19,630		37,139
Total revenues	$	196,731	$	125,037	$	71,694

Three months ended June 30, 2024 compared to three months ended June 30, 2023

Total revenues increased $71.7 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023, due to increases in management and advisory fees and incentive fees.

Management and advisory fees increased $34.6 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. Specialized funds revenue increased $32.1 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023, due primarily to an increase of $23.4 million in revenue from our latest secondary fund and an increase of $11.2 million in revenue from our evergreen funds, which added $3.1 billion and $3.3 billion, respectively, in fee-earning AUM between periods. Revenue from our latest secondary fund included $20.7 million in retroactive fees for the three months ended June 30, 2024 compared to $3.9 million in retroactive fees for the three months ended June 30, 2023. 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 $1.7 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 due to the addition of several new accounts, additional allocations from existing accounts, and continued investment activity. Reporting, monitoring, data and analytics revenue increased by $1.4 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023, due to increased subscriptions of our technology solutions.

Incentive fees increased $37.1 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023, due primarily to an increase in incentive fees from the increased tax-related portion of carried interest distributions in the current period and the proceeds realized on the sale of an underlying investment in one of our specialized funds that has an American waterfall.

Expenses

The following table shows expenses of the Company (excluding consolidated VIEs):


	Three Months Ended June 30,				Change
(in thousands)	2024		2023
Expenses
Compensation and benefits
Base compensation and benefits	$	61,020	$	36,350	$	24,670
Incentive fee compensation	14,192		4,907		9,285
Equity-based compensation	3,223		2,846		377
Total compensation and benefits	78,435		44,103		34,332
General, administrative and other	28,373		25,761		2,612
Total expenses	$	106,808	$	69,864	$	36,944

Three months ended June 30, 2024 compared to three months ended June 30, 2023

Total expenses increased $36.9 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023, due to increases in both compensation and benefits expenses and general, administrative and other expenses.

Compensation and benefits expenses increased $34.3 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023, due primarily to an increase in base compensation and benefits and an increase in incentive fee compensation. Base compensation and benefits increased $24.7 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023, due primarily to increases in our annual bonus plan accrual related to stronger operating performance and increased incentive fees compared to the prior year period. Incentive fee compensation increased $9.3 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023, due to the increase in incentive fee revenue.

General, administrative and other expenses increased $2.6 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This change consisted primarily of an increase of $0.8 million in third-party commissions attributed primarily to the increase in gross subscriptions to our evergreen funds, an increase of $0.7 million in consulting and professional fees and an increase of $0.7 million in conferences and marketing expenses.

Other Income (Expense)

The following table shows total other income (expense) of the Company (excluding consolidated VIEs):


	Three Months Ended June 30,				Total Change
(in thousands)	2024		2023
Other income (expense)
Equity in income of investees
Primary funds	$	237	$	554	$	(317)
Direct investment funds	2,358		4,084		(1,726)
Secondary funds	173		1,403		(1,230)
Customized separate accounts	2,474		3,109		(635)
Evergreen funds	2,285		2,716		(431)
Other equity method investments	(138)		—		(138)
Total equity in income of investees	7,389		11,866		(4,477)
Interest expense	(2,947)		(2,890)		(57)
Interest income	765		937		(172)
Non-operating gain	9,814		232		9,582
Total other income (expense)	$	15,021	$	10,145	$	4,876

Three months ended June 30, 2024 compared to three months ended June 30, 2023

Other income (expense) increased $4.9 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023, due primarily to an increase in non-operating gain, partially offset by a decrease in equity in income of investees.

Equity in income of investees decreased $4.5 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This was due primarily to smaller increases in investment valuations during the three months ended March 31, 2024 compared to the three months ended March 31, 2023.

Non-operating gain increased $9.6 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023, due primarily to the recognition of an $8.4 million fair value adjustment on an investment during the three months ended June 30, 2024.

Consolidated Variable Interest Entities

The following table shows the results of operations of consolidated VIEs:


	Three Months Ended June 30,				Total Change
(in thousands)	2024		2023



Expenses
General, administrative and other	$	312	$	234	$	78

Other income (expense)
Equity in income of investees	$	928	$	132	$	796
Unrealized gain	1,197		794		403
Interest expense	—		(6)		6
Interest income	17		1,740		(1,723)
Total other income (expense)	$	2,142	$	2,660	$	(518)

Three months ended June 30, 2024 compared to three months ended June 30, 2023

Total other income of consolidated VIEs decreased $0.5 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023, due primarily to the decrease in interest income, partially offset by an increase in equity in income of investees. Equity in income of investees increased by $0.8 million due primarily to the increases in public market valuations during the period. Interest income decreased $1.7 million due primarily to interest income of investments earned by a consolidated Partnership prior to its deconsolidation in fiscal 2024.

Income Tax Expense

Our effective tax rate was 18.5% and 24.2% for the three months ended June 30, 2024 and 2023, respectively. These rates were different from the statutory tax rates due to the portion of income allocated to NCI, a valuation allowance recorded against deferred tax assets and discrete tax adjustments. The effective tax rate for the three months ended June 30, 2024 was lower than the effective tax rate for the three months ended June 30, 2023 due primarily to a lower valuation allowance against deferred tax assets not expected to be realized at June 30, 2024.

Non-Controlling Interests

The following table shows income attributable to NCI:


	Three Months Ended June 30, 2024				Total Change
(in thousands)	2024		2023
Income attributable to non-controlling interests in general partnerships	$	346	$	1	$	345
Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	27,645		19,133		8,512

Income attributable to non-controlling interests in consolidated funds	132		1,212		(1,080)
	$	28,123	$	20,346	$	7,777

Three months ended June 30, 2024 compared to three months ended June 30, 2023

Net income attributable to NCI increased by $7.8 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The increase was driven primarily by the allocation of net income to NCI holders based upon their economic ownership percentages, partially offset by our increased economic ownership percentage in Hamilton Lane Advisors, L.L.C. during fiscal 2024.

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)	2024						2023
	Customized Separate Accounts		Specialized Funds		Total			Customized Separate Accounts		Specialized Funds		Total
Balance, beginning of period	$	37,574	$	28,175	$	65,749		$	34,684	$	22,662	$	57,346
Contributions (1)	1,647		2,609		4,256			1,792		1,258		3,050
Distributions (2)	(969)		(1,323)		(2,292)			(636)		(172)		(808)
Foreign exchange, market value and other (3)	(29)		26		(3)			10		67		77
Balance, end of period	$	38,223	$	29,487	$	67,710		$	35,850	$	23,815	$	59,665

(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 and specialized funds that earn fees on a NAV fee base.

Three months ended June 30, 2024 compared to three months ended June 30, 2023

Fee-earning AUM increased $2.0 billion during the three months ended June 30, 2024, due primarily to contributions from customized separate accounts and specialized funds.

Customized separate accounts fee-earning AUM increased $0.6 billion during the three months ended June 30, 2024. Customized separate accounts contributions were $1.6 billion for the three months ended June 30, 2024, due primarily to new allocations from existing clients and the addition of new clients. Distributions were $1.0 billion for the three months ended June 30, 2024 due primarily to $0.4 billion from accounts moving from a committed to net invested capital fee base, $0.3 billion from returns of capital in accounts earning fees on a net invested capital or NAV fee base, and $0.2 billion from accounts reaching the end of their fund term.

Specialized funds fee-earning AUM increased $1.3 billion, during the three months ended June 30, 2024. Specialized fund contributions were $2.6 billion for the three months ended June 30, 2024, due primarily to $1.2 billion from our latest secondary fund and $1.1 billion from our evergreen funds. Distributions were $1.3 billion for the three months ended June 30, 2024, due primarily to $0.9 billion from accounts reaching the end of their fund term and $0.3 billion from returns of capital in funds earning fees on a net invested capital or NAV 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 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) non-operating gain 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 an internal measure of profitability. 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) non-operating gain 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 FRE and Adjusted EBITDA for the three months ended June 30, 2024 and 2023:


	Three Months Ended June 30,
(in thousands)	2024		2023
Net income attributable to Hamilton Lane Incorporated	$	58,964	$	30,998
Income attributable to non-controlling interests in general partnerships	346		1
Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	27,645		19,133

Income attributable to non-controlling interests in consolidated funds	132		1,212
Incentive fees	(56,769)		(19,630)
Incentive fee related compensation (1)	26,965		9,324
Consolidated VIE related general, administrative and other expenses	312		233
Revenue related to consolidated funds	—		147
Non-operating income related compensation	—		59
Interest income	(782)		(2,677)
Interest expense	2,947		2,896
Income tax expense	19,687		16,400
Equity in income of investees	(8,317)		(11,998)
Non-operating gain	(11,011)		(1,026)
Fee Related Earnings	$	60,119	$	45,072
Depreciation and amortization	2,313		1,873
Equity-based compensation	3,223		2,846
Incentive fees	56,769		19,630

Incentive fee related compensation (1)	(26,965)		(9,324)
Non-operating income related compensation	—		(59)
Interest income	765		937
Adjusted EBITDA	$	96,224	$	60,975

(1) Incentive fee related compensation includes incentive fee compensation expense and bonus related to carried interest that is classified as base compensation.

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 and excludes any impact of changes in carrying amount of our redeemable NCI. Adjusted shares outstanding for the three months ended June 30, 2024 and 2023 are equal to weighted-average shares of Class A common stock outstanding - diluted. We believe adjusted net income and non-GAAP earnings per share are useful to investors because they enable them to better evaluate total and 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 for the three months ended June 30, 2024 and 2023:


	Three Months Ended June 30,
(in thousands, except share and per-share amounts)		2024		2023
Net income attributable to Hamilton Lane Incorporated		$	58,964	$	30,998
Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.		27,645		19,133
Income tax expense		19,687		16,400
Adjusted pre-tax net income		106,296		66,531
Adjusted income taxes (1)		(24,873)		(15,701)
Adjusted net income		$	81,423	$	50,830

Adjusted shares outstanding		54,049,746		53,855,751

Non-GAAP earnings per share		$	1.51	$	0.94

(1) Represents corporate income taxes at our estimated statutory tax rate of 23.4% and 23.6% for the three months ended June 30, 2024 and 2023, respectively, applied to adjusted pre-tax net income. The 23.4% is based on a federal tax statutory rate of 21.0% and a combined state income tax rate net of federal benefits of 2.4%. The 23.6% is based on a federal tax statutory rate of 21.0% and a combined state income tax rate net of federal benefits of 2.6%.

Investment Performance

The following tables present information relating to the historical performance of our specialized funds with fund families having at least two distinct vintages and most recent fund sizes of greater than $500 million per fund. The data are presented from the date indicated through March 31, 2024 and have not been adjusted to reflect acquisitions or disposals of investments subsequent to that date.

When considering the data presented below, note that the historical results of our specialized funds 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 the 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 initially 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;

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

•we may create new funds that reflect a different asset mix and new investment strategies, as well as a varied geographic and industry exposure, compared to our historical funds, and any such new funds could have different returns than our previous funds.

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 specialized primary, secondary and direct 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. Below is performance information across our various specialized funds. Substantially all of these funds are globally focused, and they are grouped by the investment strategy utilized.


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	133	1.7	1.6	14.2%	9.6%	841 bps	363 bps	950 bps	466 bps
PEF VI	2007	494	513	1.6	1.6	11.6%	8.7%	57 bps	(187 bps)	393 bps	143 bps
PEF VII	2010	262	290	1.6	1.6	12.2%	8.3%	(182 bps)	(553 bps)	212 bps	(164 bps)
PEF VIII	2012	427	430	1.5	1.5	9.2%	6.7%	(427 bps)	(662 bps)	(98 bps)	(335 bps)
PEF IX	2015	517	520	1.9	1.9	18.5%	16.2%	390 bps	171 bps	708 bps	485 bps
PEF X	2018	278	252	1.6	1.5	17.2%	14.1%	266 bps	(89 bps)	557 bps	194 bps
Secondaries
Pre-Fund	—	—	362	1.5	N/A	17.1%	N/A	1,330 bps	N/A	1,172 bps	N/A
Secondary Fund I	2005	360	353	1.2	1.2	5.2%	3.8%	113 bps	(63 bps)	341 bps	157 bps
Secondary Fund II	2008	591	603	1.5	1.4	19.9%	13.5%	451 bps	(196 bps)	869 bps	210 bps
Secondary Fund III	2012	909	841	1.4	1.3	12.7%	10.1%	(82 bps)	(371 bps)	304 bps	21 bps
Secondary Fund IV	2016	1,917	2,076	1.6	1.6	16.0%	16.7%	136 bps	164 bps	461 bps	498 bps
Secondary Fund V	2019	3,929	3,776	1.5	1.5	20.0%	18.4%	793 bps	637 bps	1,067 bps	915 bps
Secondary Fund VI	2022	5,603	1,464	1.3	1.5	70.6%	>100%	3,633 bps	8,556 bps	4,037 bps	8,977 bps
Direct/Co-investments
Pre-Fund	—	—	244	1.9	N/A	21.3%	N/A	1,655 bps	N/A	1,600 bps	N/A
Co-Investment Fund	2005	604	578	1.0	0.9	0.2%	(1.3)%	(570 bps)	(747 bps)	(320 bps)	(502 bps)
Co-Investment Fund II	2008	1,195	1,157	2.1	1.8	18.0%	14.4%	567 bps	188 bps	945 bps	560 bps
Co-Investment Fund III	2014	1,243	1,323	1.7	1.5	14.8%	11.8%	33 bps	(267 bps)	368 bps	63 bps
Co-Investment Fund IV	2018	1,698	1,494	2.3	2.1	25.6%	23.9%	1,053 bps	860 bps	1,349 bps	1,151 bps
Equity Opportunities Fund V	2021	2,069	1,687	1.3	1.2	14.5%	12.8%	200 bps	12 bps	426 bps	247 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	68	1.3	1.2	14.1%	10.6%	561 bps	215 bps	862 bps	513 bps
Strat Opps 2016	2016	214	216	1.3	1.2	11.2%	8.9%	530 bps	296 bps	635 bps	403 bps
Strat Opps 2017	2017	435	448	1.3	1.2	10.8%	8.3%	652 bps	398 bps	647 bps	408 bps
Strat Opps IV (Series 2018)	2018	889	870	1.3	1.2	9.9%	7.8%	590 bps	358 bps	603 bps	362 bps
Strat Opps V (Series 2019)	2019	762	712	1.3	1.2	12.2%	9.5%	843 bps	504 bps	647 bps	303 bps
Strat Opps VI (Series 2020)	2021	898	853	1.2	1.1	8.1%	6.5%	613 bps	348 bps	224 bps	12 bps
Strat Opps VII	2022	953	822	1.1	1.1	14.5%	12.4%	417 bps	132 bps	344 bps	89 bps
Strat Opps VIII	2023	700	89	1.0	0.9	NM	NM	NM	NM	NM	NM

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, 2024. 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.

“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.

Many 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, 2024 and March 31, 2024, our cash and cash equivalents were $151.7 million and $114.6 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 flows 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.

Finally, we have used available cash and borrowings from our Loan Agreements (defined below) to make strategic investments in companies that seek to offer technology-driven private markets data and wealth management solutions.

Loan Agreements

We maintain a Term Loan and Security Agreement (as amended, the “Term Loan Agreement”), Revolving Loan and Security Agreement (as amended, the “Revolving Loan Agreement”), a 2020 Multi-Draw Term Loan and Security Agreement (as amended, the “2020 Multi-Draw Term Loan Agreement”) and a 2022 Multi-Draw Term Loan and Security Agreement (the “2022 Multi-Draw Term Loan Agreement” and, together with the Term Loan Agreement, Revolving Loan Agreement and 2020 Multi-Draw Term Loan Agreement, the “Loan Agreements”) with JPMorgan Chase & Co. (“JPMorgan”), as successor to First Republic Bank. In early May 2023, JPMorgan announced its purchase of First Republic Bank after that bank’s failure. The purchase included the Loan Agreements. The Loan Agreements are cross-collateralized and cross-defaulted and the aggregate principal amount of loans that may be outstanding under all of the Loan Agreements is subject to an aggregate cap of $325 million (the “Cap”).

The 2022 Multi-Draw Term Loan Agreement has a maturity date of October 1, 2029 and the interest rate is a floating per annum rate equal to the prime rate minus 1.50% subject to a floor of 3.00%. As of June 30, 2024, we did not have an outstanding balance under the 2022 Multi-Draw Term Loan Agreement. We are entitled to request term loans not to exceed $75 million in the aggregate, subject to the Cap, through September 30, 2025.

The Term Loan Agreement has a maturity date of January 1, 2030 and the interest rate is a floating per annum rate equal to the prime rate minus 1.25% subject to a floor of 3.00%. As of June 30, 2024, we had an outstanding balance of $96 million under the Term Loan Agreement. We were entitled to request additional uncommitted term advances not to exceed $25 million in the aggregate, subject to the Cap, through December 31, 2023.

The Revolving Loan Agreement provides that the aggregate outstanding balance will not exceed $50 million, subject to the Cap, and has a maturity date of March 24, 2025. The interest rate is a floating per annum rate equal to the prime rate minus 1.50% subject to a floor of 2.25%. As of June 30, 2024, we did not have an outstanding balance under the Revolving Loan Agreement.

The 2020 Multi-Draw Term Loan Agreement provides for a term loan in the aggregate principal amount of $100 million with a maturity date of July 1, 2030. The interest rate is a fixed per annum rate of 3.50%. As of June 30, 2024, we had an outstanding balance of $100 million under the 2020 Multi-Draw Term Loan Agreement.

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, among other requirements, (i) a specified amount of management fees, (ii) a specified amount of adjusted EBITDA, as defined in the Loan Agreements, and (iii) a specified minimum tangible net worth, during the term of each of the Loan Agreements. The obligations under the Loan Agreements are secured by substantially all the assets of HLA. As of June 30, 2024 and March 31, 2024, the principal amount of debt outstanding equaled $196.3 million and $196.9 million, respectively. We had $128.8 million in availability under the Loan Agreements as of June 30, 2024.

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 short-term 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. However, the availability of capital from the Loan Agreements and our cash balances are exposed to the credit risks of the financial institutions at which they are held. If events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions or the financial services industry generally, or concerns or rumors about any such events, occur, our ability to access existing cash, cash equivalents and investments, or to access existing or enter into new banking arrangements or facilities to pay operational and other costs, may be threatened or lost.

We believe we will also continue to evaluate opportunities, based on market conditions, to access the capital markets for working capital or to 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.

We will also continue to evaluate opportunities to make strategic investments in companies that seek to offer technology-driven private markets data and wealth management solutions.

In November 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 12 months after the date of the first acquisition under the authorization. We have not repurchased any shares of our Class A common stock under the Stock Repurchase Program, and therefore the full purchase authority remains available. Our board of directors periodically reviews the Stock Repurchase Program and most recently re-approved it in December 2023.

We expect that our primary short-term 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 and/or exercise early termination buyout rights under the tax receivable agreement; (5) fund capital expenditures and make strategic investments; (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 certain of our foreign subsidiaries and our broker-dealer subsidiary. 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, 2024 and March 31, 2024, we were required to maintain approximately $4.8 million and approximately $5.0 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.

Dividend Policy

The declaration and payment by us of any future dividends to holders of our Class A common stock is at the sole discretion of our board of directors. We intend to continue to pay a cash dividend on a quarterly basis. Subject to funds being legally available, we will cause HLA to make pro rata distributions to its members, including us, in an amount at least sufficient to allow us to pay all applicable taxes, to make payments under the tax receivable agreement, and to pay our corporate and other overhead expenses.

Tax Receivable Agreement

We expect that periodic exchanges of membership units of HLA by members of HLA will result in increases in the tax basis in our share of the assets of HLA that otherwise would not have been available. These increases in tax basis are expected to increase our depreciation and amortization deductions and create other tax benefits and therefore may reduce the amount of tax that we would otherwise be required to pay in the future. The tax receivable agreement will require us to pay 85% of the amount of these and certain other tax benefits, if any, that we realize (or are deemed to realize in the case of an early termination payment, a change in control or a material breach by us of our obligations under the tax receivable agreement) to the pre-IPO members of HLA.

Cash Flows

Three Months Ended June 30, 2024 and 2023


	Three Months Ended June 30,
(in thousands)	2024		2023
Net cash provided by operating activities	$	79,743	$	57,973
Net cash provided by (used in) investing activities	$	2,132	$	(39,722)
Net cash used in financing activities	$	(30,418)	$	(4,834)

Operating Activities

Operating activities generally reflect our earnings in the respective periods after adjusting for significant non-cash activity, including equity in income of investees, equity-based compensation, lease expense and depreciation and amortization, all of which are included in earnings. For the three months ended June 30, 2024 and 2023, our net cash provided by operating activities was driven primarily by receipts of management fees and incentive fees, partially offset by payment of operating expenses, which includes compensation and benefits and general, administrative and other expenses.

Investing Activities

Investing activities generally reflect cash used for acquisitions, fixed asset purchases and contributions to and distributions from our funds. For the three months ended June 30, 2024 and 2023, our net cash provided by (used in) investing activities was driven primarily by purchases of furniture, fixtures and equipment, net contributions to our funds, cash from consolidating funds and purchases of non-fund investments.

Financing Activities

Financing activities generally reflect cash received from debt and equity financings, payments to owners in the form of dividends, distributions and repurchases of shares and scheduled repayments of our outstanding debt. For the three months ended June 30, 2024 and 2023, our net cash used in financing activities was driven primarily by dividends paid to stockholders and distributions to HLA members. Additionally, the three months ended June 30, 2023 included draw-downs and repayment of borrowings under our Revolving Loan Agreement and contributions from NCI interest in our previously consolidated fund.

Off-Balance Sheet Arrangements

There have been no material changes in our off-balance sheet arrangements discussed in our 2024 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 2024 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 2024 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. Quantitative and Qualitative 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 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. 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, 2024, we had $196.3 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 3.00%, was 7.25% as of June 30, 2024. The annual interest rate on the Revolving Loan Agreement, which is at the prime rate minus 1.50%, subject to a floor of 2.25%, was 7.00% as of June 30, 2024.

Based on the floating rate component of our Loan Agreements payable as of June 30, 2024, we estimate that a 100 basis point increase in interest rates would result in increased interest expense of approximately $1.0 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 Co-Chief Executive Officers 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, 2024. 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 Co-Chief Executive Officers 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 Co-Chief Executive Officers and Chief Financial Officer concluded that our disclosure controls and procedures were effective at June 30, 2024.

Changes in Internal Control over Financial Reporting

There have been no changes to our internal control over financial reporting during the quarter ended June 30, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 2024 Form 10-K.

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

Issuer Purchases of Equity Securities

The following table provides information about our repurchase activity with respect to shares of our Class A common stock for the quarter ended June 30, 2024:


Period	Total Number of Shares Purchased(1)	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(2)
April 1 - 30, 2024	—	$	—	—	$	50,000,000
May 1 - 31, 2024	—	$	—	—	$	50,000,000
June 1 - 30, 2024	16	$	123.43	—	$	50,000,000
Total	16	$	123.43	—	$	50,000,000

(1) Represents shares of Class A common stock tendered by employees as payment of taxes withheld on the vesting of restricted stock granted under HLI’s Amended and Restated 2017 Equity Incentive Plan.

(2) On November 6, 2018, we announced that our board of directors authorized the Stock Repurchase 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 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. Our board of directors most recently re-approved the Stock Repurchase Program in December 2023.

Item 5. Other Information

Trading Arrangements

During the three months ended June 30, 2024, none of the Company’s directors or officers adopted, terminated or modified any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K).

Item 6. Exhibits

Incorporated By Reference

Filed Herewith

Exhibit No.

Description of Exhibit

Form

Exhibit

Filing Date

File No.

3.1

Amended and Restated Certificate of Incorporation of Hamilton Lane Incorporated

8-K

3.1

9/12/23

001-38021

3.2

Amended and Restated Bylaws of Hamilton Lane Incorporated

8-K

3.2

9/12/23

001-38021

10.1○

Term Loan and Security Agreement, dated August 23, 2017, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C.

10.2○

Revolving Loan and Security Agreement, dated August 23, 2017, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C.

31.1

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.3

Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32‡

Certifications of Principal Executive Officers 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

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

○ Certain information has been omitted from the exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

‡ Furnished herewith.


			47

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 6th day of August 2024.


HAMILTON LANE INCORPORATED


By:			/s/ Jeffrey Armbrister
			Name: Jeffrey Armbrister
			Title: Chief Financial Officer and Treasurer (Principal Financial Officer and Authorized Signatory)

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Date	Price Target	Rating	Analyst
9/12/2024	$156.00	Equal Weight	Wells Fargo
4/11/2024	$115.00	Overweight → Neutral	JP Morgan
1/11/2024		Outperform → Perform	Oppenheimer
5/26/2023	$87.00	Perform → Outperform	Oppenheimer
3/15/2023	$85.00	Neutral → Overweight	JP Morgan
8/9/2022	$72.00 → $75.00	Buy → Neutral	UBS
1/21/2022	$120.00 → $111.00	Equal-Weight	Morgan Stanley
12/16/2021	$109.00	Equal-Weight	Wells Fargo

SEC Form 10-Q filed by Hamilton Lane Incorporated

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$HLNE Leadership Updates

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Hamilton Lane Bolsters its Direct Equity Investment Team with Strategic Hires Across North America and Europe

Palantir Technologies, Dell Technologies, and Erie Indemnity Set to Join S&P 500; Others to Join S&P MidCap 400 and S&P SmallCap 600

Hamilton Lane Forms Specialized Insurance Solutions Team

$HLNE Market Insights

Live Market Insights

Hamilton Lane Announced That Funds Managed By Hamilton Lane Have Acquired A Significant Equity Interest In Cosette Pharmaceuticals From Avista And Its Co-investors

How Is The Market Feeling About Hamilton Lane?

Hamilton Lane Partners with Daphne Technologies to Streamline Fundraising Process

Recent Analyst Ratings for
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SEC Filings

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Analyst Ratings

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Insider Trading

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Press Releases

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Insider Purchases

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Financials

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Large Ownership Changes

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Leadership Updates

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Market Insights