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 ~~September~~June 30, ~~2020~~2021


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

For the transition period from _______________________ to ___________________________

Commission file number 001-38021

HAMILTON LANE INCORPORATED

(Exact name of Registrant as specified in its charter)

Delaware

26-2482738

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

~~One Presidential Blvd.,~~110 Washington Street,

~~4th Floor~~Suite 1300

~~Bala Cynwyd,~~Conshohocken,

~~19004~~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 ~~November~~August 2, ~~2020,~~2021, there were ~~34,910,642~~36,289,802 shares of the registrant’s Class A common stock, par value $0.001, and ~~17,841,211~~16,739,846 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 SeJune 30, 2021 ~~ptember~~ ~~30, 2020~~ and March 31, ~~2020~~2021			3
Condensed Consolidated Statements of Income for the three ~~and six~~ months ended SeJune 30 ~~ptember~~, 202 1 ~~30, 2020~~ and ~~2019~~2020			4
Condensed Consolidated Statements of Comprehensive Income for the three ~~and six~~ months ended Se ~~ptember~~June 30, ~~2020~~2021 and ~~2019~~2020			5
Condensed Consolidated Statements of Stockholders’ Equity for the three ~~and six~~ months ended Se ~~ptember~~June 30, ~~2020~~2021 and ~~2019~~2020			6
Condensed Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~September~~June 30 , 202 1 ~~30, 2020~~ and ~~2019~~2020			87
Notes to Condensed Consolidated Financial Statements			9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			22
Item 3. Quantitative and Qualitative Disclosures about Market Risk			4341
Item 4. Controls and Procedures			4542
PART II - OTHER INFORMATION
Item 1. Legal Proceedings			4644
Item 1A. Risk Factors			4644
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			4644
Item 6. Exhibits			4745
Signatures			4846

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

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

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

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

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

Cautionary Note Regarding Forward-Looking Information

Some of the statements in this Form 10-Q may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. Words such as “will,” “expect,” “believe,” “estimate,” “continue,” “anticipate,” “intend,” “plan” and similar expressions are intended to identify these forward-looking statements. Forward-looking statements discuss management’s current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance and business. All forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different, including risks relating to: our ability to manage growth, fund performance, changes in our regulatory environment and tax status; market conditions generally; our ability to access suitable investment opportunities for our clients; our ability to maintain our fee structure; our ability to attract and retain key employees; our ability to manage our obligations under our debt agreements; defaults by clients and third-party investors on their obligations to fund commitments; 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 pursuing new lines of business or entering into strategic partnerships; 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 that we face, you should refer to the “Risk Factors” detailed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, ~~2020~~2021, as amended (our ~~“2020~~“2021 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)


		September 30,		March 31,			June 30,		March 31,
		2020		2020			2021		2021
Assets	Assets					Assets
Cash and cash equivalents	Cash and cash equivalents	$	81,987	$	50,124	Cash and cash equivalents	$	73,124	$	87,025
Restricted cash	Restricted cash	3,042		3,086		Restricted cash	3,048		3,041
Fees receivable	Fees receivable	33,072		30,384		Fees receivable	29,047		29,202
Prepaid expenses	Prepaid expenses	5,656		6,988		Prepaid expenses	5,998		6,143
Due from related parties	Due from related parties	3,514		2,605		Due from related parties	2,359		2,495
Furniture, fixtures and equipment, net	Furniture, fixtures and equipment, net	8,223		7,402		Furniture, fixtures and equipment, net	27,091		23,308
Lease right-of-use assets, net	Lease right-of-use assets, net	9,997		9,577		Lease right-of-use assets, net	61,916		64,384
Investments	Investments	224,032		207,747		Investments	377,988		368,836
Deferred income taxes	Deferred income taxes	220,815		137,941		Deferred income taxes	243,989		251,949
Other assets	Other assets	17,751		17,675		Other assets	31,672		17,821
Assets of consolidated variable interest entities:						Assets of consolidated variable interest entities:
Cash and cash equivalents						Cash and cash equivalents	76		311
Investments held in trust						Investments held in trust	276,019		276,003
Investments						Investments	5,942		4,787
Other assets						Other assets	1,033		1,214
Total assets	Total assets	$	608,089	$	473,529	Total assets	$	1,139,302	$	1,136,519
Liabilities and Equity
Liabilities, redeemable non-controlling interests and equity						Liabilities, redeemable non-controlling interests and equity
Accounts payable	Accounts payable	$	2,303	$	1,968	Accounts payable	$	3,154	$	2,173
Accrued compensation and benefits	Accrued compensation and benefits	36,503		10,804		Accrued compensation and benefits	31,604		29,415
Deferred incentive fee revenue		3,704		3,704
Accrued members’ distributions						Accrued members’ distributions	10,733		16,877
Accrued dividend						Accrued dividend	12,600		11,201
Debt	Debt	74,084		74,524		Debt	147,648		163,175
Accrued members’ distributions		4,897		5,829
Payable to related parties pursuant to tax receivable agreement	Payable to related parties pursuant to tax receivable agreement	176,046		98,956		Payable to related parties pursuant to tax receivable agreement	194,225		194,764
Dividends payable		10,772		8,027
Lease liabilities	Lease liabilities	10,592		10,184		Lease liabilities	76,257		75,281
Other liabilities (includes $17,703 and 13,394 at fair value)		25,993		22,132
Other liabilities (includes $17,538 and $17,381 at fair value)						Other liabilities (includes $17,538 and $17,381 at fair value)	28,160		36,122
Liabilities of consolidated variable interest entities:						Liabilities of consolidated variable interest entities:
Other liabilities						Other liabilities	19,497		17,310
Total liabilities	Total liabilities	344,894		236,128		Total liabilities	523,878		546,318

Commitments and contingencies (Note 13)
Commitments and contingencies (Note 16)						Commitments and contingencies (Note 16)	0		0

Redeemable non-controlling interests						Redeemable non-controlling interests	276,000		276,000

Preferred stock, $0.001 par value, 10,000,000 authorized, NaN issued	Preferred stock, $0.001 par value, 10,000,000 authorized, NaN issued	0		0		Preferred stock, $0.001 par value, 10,000,000 authorized, NaN issued	0		0
Class A common stock, $0.001 par value, 300,000,000 authorized; 34,910,642 and 29,842,784 issued and outstanding as of September 30, 2020 and March 31, 2020 , respectively		35		30
Class B common stock, $0.001 par value, 50,000,000 authorized; 17,841,211 and 22,049,727 issued and outstanding as of September 30, 2020 and March 31, 2020, respectively		18		22
Class A common stock, $0.001 par value, 300,000,000 authorized; 36,290,015 and 36,290,183 issued and outstanding as of June 30, 2021 and March 31, 2021, respectively						Class A common stock, $0.001 par value, 300,000,000 authorized; 36,290,015 and 36,290,183 issued and outstanding as of June 30, 2021 and March 31, 2021, respectively	36		36
Class B common stock, $0.001 par value, 50,000,000 authorized; 16,739,846 issued and outstanding as of June 30, 2021 and March 31, 2021						Class B common stock, $0.001 par value, 50,000,000 authorized; 16,739,846 issued and outstanding as of June 30, 2021 and March 31, 2021	17		17
Additional paid-in-capital	Additional paid-in-capital	141,010		107,727		Additional paid-in-capital	150,345		150,564
Retained earnings	Retained earnings	51,275		47,090		Retained earnings	103,080		87,512
Accumulated other comprehensive loss		0		(78)
Total Hamilton Lane Incorporated stockholders’ equity	Total Hamilton Lane Incorporated stockholders’ equity	192,338		154,791		Total Hamilton Lane Incorporated stockholders’ equity	253,478		238,129
Non-controlling interests in general partnerships	Non-controlling interests in general partnerships	3,506		4,853		Non-controlling interests in general partnerships	2,561		2,211
Non-controlling interests in Hamilton Lane Advisors, L.L.C.	Non-controlling interests in Hamilton Lane Advisors, L.L.C.	67,351		77,757		Non-controlling interests in Hamilton Lane Advisors, L.L.C.	83,385		73,861
Total equity	Total equity	263,195		237,401		Total equity	339,424		314,201
Total liabilities and equity		$	608,089	$	473,529
Total liabilities, redeemable non-controlling interests and equity						Total liabilities, redeemable non-controlling interests and equity	$	1,139,302	$	1,136,519

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 September 30,				Six Months Ended September 30,					Three Months Ended June 30,
		2020		2019		2020		2019			2021		2020
Revenues	Revenues									Revenues
Management and advisory fees	Management and advisory fees	$	66,367	$	59,196	$	133,634	$	119,747	Management and advisory fees	$	73,884	$	67,267
Incentive fees	Incentive fees	18,064		5,096		20,541		9,231		Incentive fees	2,364		2,244
Consolidated variable interest entities related:										Consolidated variable interest entities related:
Incentive fees										Incentive fees	2,747		233
Total revenues	Total revenues	84,431		64,292		154,175		128,978		Total revenues	78,995		69,744
Expenses	Expenses									Expenses
Compensation and benefits	Compensation and benefits	35,027		23,693		65,378		47,797		Compensation and benefits	26,732		30,351
General, administrative and other										General, administrative and other	16,154		10,560
Consolidated variable interest entities related:										Consolidated variable interest entities related:
General, administrative and other	General, administrative and other	11,090		13,674		21,650		27,263		General, administrative and other	359		0
Total expenses	Total expenses	46,117		37,367		87,028		75,060		Total expenses	43,245		40,911
Other income (expense)	Other income (expense)									Other income (expense)
Equity in income (loss) of investees	Equity in income (loss) of investees	17,979		3,664		(3,224)		9,877		Equity in income (loss) of investees	20,049		(17,045)
Interest expense	Interest expense	(493)		(745)		(980)		(1,562)		Interest expense	(1,165)		(487)
Interest income	Interest income	93		148		117		428		Interest income	423		24
Non-operating income		875		4,957		600		4,078
Non-operating income (expense)										Non-operating income (expense)	3,603		(275)
Consolidated variable interest entities related:										Consolidated variable interest entities related:
Equity in income (loss) of investees										Equity in income (loss) of investees	229		(4,158)
Unrealized loss										Unrealized loss	(2,244)		0
Total other income (expense)	Total other income (expense)	18,454		8,024		(3,487)		12,821		Total other income (expense)	20,895		(21,941)
Income before income taxes	Income before income taxes	56,768		34,949		63,660		66,739		Income before income taxes	56,645		6,892
Income tax expense	Income tax expense	12,169		2,676		14,093		7,013		Income tax expense	11,964		1,924
Net income	Net income	44,599		32,273		49,567		59,726		Net income	44,681		4,968
Less: Income (loss) attributable to non-controlling interests in general partnerships	Less: Income (loss) attributable to non-controlling interests in general partnerships	1,732		45		(278)		549		Less: Income (loss) attributable to non-controlling interests in general partnerships	213		(2,010)
Less: Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	Less: Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	21,054		16,929		24,786		32,497		Less: Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	19,296		3,732
Less: (Loss) attributable to redeemable non-controlling interests in Hamilton Lane Alliance Holdings I, Inc.										Less: (Loss) attributable to redeemable non-controlling interests in Hamilton Lane Alliance Holdings I, Inc.	(2,996)		0
Net income attributable to Hamilton Lane Incorporated	Net income attributable to Hamilton Lane Incorporated	$	21,813	$	15,299	$	25,059	$	26,680	Net income attributable to Hamilton Lane Incorporated	$	28,168	$	3,246

Basic earnings per share of Class A common stock	Basic earnings per share of Class A common stock	$	0.66	$	0.56	$	0.79	$	0.99	Basic earnings per share of Class A common stock	$	0.78	$	0.11
Diluted earnings per share of Class A common stock	Diluted earnings per share of Class A common stock	$	0.66	$	0.56	$	0.79	$	0.98	Diluted earnings per share of Class A common stock	$	0.78	$	0.11
Dividends declared per share of Class A common stock	Dividends declared per share of Class A common stock	$	0.313	$	0.275	$	0.625	$	0.55	Dividends declared per share of Class A common stock	$	0.35	$	0.3125

See accompanying notes to the condensed consolidated financial statements.

Hamilton Lane Incorporated

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(In thousands)


		Three Months Ended September 30,				Six Months Ended September 30,					Three Months Ended June 30,
		2020		2019		2020		2019			2021		2020
Net income	Net income	$	44,599	$	32,273	$	49,567	$	59,726	Net income	$	44,681	$	4,968
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax									Other comprehensive income (loss), net of tax
Foreign currency translation	Foreign currency translation	140		(42)		130		(29)		Foreign currency translation	0		(10)
Total other comprehensive income (loss), net of tax	Total other comprehensive income (loss), net of tax	140		(42)		130		(29)		Total other comprehensive income (loss), net of tax	0		(10)
Comprehensive income	Comprehensive income	44,739		32,231		49,697		59,697		Comprehensive income	44,681		4,958
Less:	Less:									Less:
Comprehensive income (loss) attributable to non-controlling interests in general partnerships	Comprehensive income (loss) attributable to non-controlling interests in general partnerships	1,732		45		(278)		549		Comprehensive income (loss) attributable to non-controlling interests in general partnerships	213		(2,010)
Comprehensive income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	Comprehensive income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	21,110		16,908		24,838		32,482		Comprehensive income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	19,296		3,728
Comprehensive (loss) attributable to redeemable non-controlling interests in Hamilton Lane Alliance Holdings I, Inc.										Comprehensive (loss) attributable to redeemable non-controlling interests in Hamilton Lane Alliance Holdings I, Inc.	(2,996)		0
Total comprehensive income attributable to Hamilton Lane Incorporated	Total comprehensive income attributable to Hamilton Lane Incorporated	$	21,897	$	15,278	$	25,137	$	26,666	Total comprehensive income attributable to Hamilton Lane Incorporated	$	28,168	$	3,240

See accompanying notes to the condensed consolidated financial statements.


			5

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 Accumulated Other Comprehensive Income (Loss) Non-Controlling
Interests in General Partnerships Non-Controlling
Interests in Hamilton Lane Advisors, L.L.C. Total Equity
Balance at June 30, 2020 $ 33 $ 20 $ 126,585 $ 40,234 $ (84) $ 2,655 $ 63,168 $ 232,611
Net income — — — 21,813 — 1,732 21,054 44,599
Other comprehensive income — — — — 84 — 56 140
Equity-based compensation — — 1,118 — — — 695 1,813
Repurchase of Class A shares for employee tax withholding — — (22) — — — (14) (36)
Deferred tax adjustment — — 6,014 — — — — 6,014
Dividends declared — — — (10,772) — — — (10,772)
Capital distributions to non-controlling interests, net — — — — — (881) — (881)
Member distributions — — — — — — (10,659) (10,659)
Secondary Offering 2 (2) 6,411 — — — (6,413) (2)
Employee Share Purchase Plan share issuance — — 227 — — — 141 368
Equity reallocation between controlling and non-controlling interests — — 677 — — — (677) 0
Balance at September 30, 2020 $ 35 $ 18 $ 141,010 $ 51,275 $ 0 $ 3,506 $ 67,351 $ 263,195


	Class A Common Stock		Class B Common Stock		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-Controlling Interests in General Partnerships		Non-Controlling Interests in Hamilton Lane Advisors, L.L.C.		Total Equity

Balance at March 31, 2021	$	36	$	17	$	150,564	$	87,512	$	0	$	2,211	$	73,861	$	314,201
Net income	—		—		—		28,168		—		213		19,296		47,677

Equity-based compensation	—		—		1,573		—		—		—		768		2,341


Repurchase of Class A shares for employee tax withholding	—		—		(46)		—		—		—		(22)		(68)

Dividends declared	—		—		—		(12,600)		—		—		—		(12,600)
Capital contributions from non-controlling interests, net	—		—		—		—		—		137		—		137
Member distributions	—		—		—		—		—		—		(9,665)		(9,665)

Employee Share Purchase Plan share issuance	—		—		267		—		—		—		130		397
Accretion of redeemable non-controlling interest	—		—		(2,013)		—		—		—		(983)		(2,996)

Balance at June 30, 2021	$	36	$	17	$	150,345	$	103,080	$	0	$	2,561	$	83,385	$	339,424


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

Balance at March 31, 2020	$	30	$	22	$	107,727	$	47,090	$	(78)	$	4,853	$	77,757	$	237,401

Net income (loss)	—		—		—		3,246		—		(2,010)		3,732		4,968
Other comprehensive loss	—		—		—		—		(6)		—		(4)		(10)
Equity-based compensation	—		—		997		—		—		—		761		1,758


Deferred tax adjustment	—		—		8,414		—		—		—		—		8,414
Dividends declared	—		—		—		(10,102)		—		—		—		(10,102)
Capital distributions to non-controlling interests, net	—		—		—		—		—		(188)		—		(188)
Member distributions	—		—		—		—		—		—		(9,967)		(9,967)
Secondary offerings	3		(2)		9,522		—		—		—		(9,525)		(2)
Employee Share Purchase Plan share issuance	—		—		192		—		—		—		147		339
Equity reallocation between controlling and non-controlling interests	—		—		(267)		—		—		—		267		0
Balance at June 30, 2020	$	33	$	20	$	126,585	$	40,234	$	(84)	$	2,655	$	63,168	$	232,611

Class A Common Stock Class B Common Stock Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Non-Controlling
Interests in General Partnerships Non-Controlling
Interests in Hamilton Lane Advisors, L.L.C. Total Equity
Balance at March 31, 2020 $ 30 $ 22 $ 107,727 $ 47,090 $ (78) $ 4,853 $ 77,757 $ 237,401
Net income (loss) — — — 25,059 — (278) 24,786 49,567
Other comprehensive income — — — — 78 — 52 130
Equity-based compensation — — 2,115 — — — 1,456 3,571
Repurchase of Class A shares for employee tax withholding — — (22) — — — (14) (36)
Deferred tax adjustment — — 14,428 — — — — 14,428
Dividends declared — — — (20,874) — — — (20,874)
Capital distributions to non-controlling interests, net — — — — — (1,069) — (1,069)
Member distributions — — — — — — (20,626) (20,626)
Secondary Offerings 5 (4) 15,933 — — — (15,938) (4)
Employee Share Purchase Plan share issuance — — 419 — — — 288 707
Equity reallocation between controlling and non-controlling interests — — 410 — — — (410) 0
Balance at September 30, 2020 $ 35 $ 18 $ 141,010 $ 51,275 $ 0 $ 3,506 $ 67,351 $ 263,195

See accompanying notes to the condensed consolidated financial statements.


			6

Hamilton Lane Incorporated

Condensed Consolidated Statements of ~~Stockholders’ Equity~~Cash Flows

(Unaudited)

(In thousands)

Class A Common Stock Class B Common Stock Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Income Non-Controlling
Interests in General Partnerships Non-Controlling
Interests in Hamilton Lane Advisors, L.L.C. Total Equity
Balance at June 30, 2019 $ 27 $ 24 $ 93,543 $ 21,722 $ 14 $ 5,932 $ 56,573 $ 177,835
Net income — — — 15,299 — 45 16,929 32,273
Other comprehensive income — — — — (21) — (21) (42)
Equity-based compensation — — 902 — — — 859 1,761
Repurchase of Class A shares for employee tax withholding — — (14) — — — (14) (28)
Deferred tax adjustment — — 6,207 — — — — 6,207
Dividends declared — — — (8,023) — — — (8,023)
Capital distributions to non-controlling interests, net — — — — — (385) — (385)
Member distributions — — — — — — (5,281) (5,281)
Secondary offerings 3 (2) 6,367 — — — (6,370) (2)
Employee Share Purchase Plan share issuance — — 162 — — — 154 316
Equity reallocation between controlling and non-controlling interests — — 551 — — — (551) 0
Balance at September 30, 2019 $ 30 $ 22 $ 107,718 $ 28,998 $ (7) $ 5,592 $ 62,278 $ 204,631

Class A Common Stock Class B Common Stock Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Income Non-Controlling
Interests in General Partnerships Non-Controlling
Interests in Hamilton Lane Advisors, L.L.C. Total Equity
Balance at March 31, 2019 $ 27 $ 24 $ 92,482 $ 17,686 $ 7 $ 5,716 $ 53,780 $ 169,722
Net income — — — 26,680 — 549 32,497 59,726
Other comprehensive income — — — — (14) — (15) (29)
Equity-based compensation — — 1,777 — — — 1,725 3,502
Repurchase of Class A shares for employee tax withholding — — (23) — — — (22) (45)
Issuance of shares for contingent compensation payout — — 214 — — — 211 425
Deferred tax adjustment — — 6,211 — — — — 6,211
Dividends declared — — — (15,368) — — — (15,368)
Capital distributions to non-controlling interests, net — — — — — (673) — (673)
Member distributions — — — — — — (19,430) (19,430)
Secondary Offering 3 (2) 6,367 — — — (6,370) (2)
Employee Share Purchase Plan share issuance — — 301 — — — 291 592
Equity reallocation between controlling and non-controlling interests — — 389 — — — (389) 0
Balance at September 30, 2019 $ 30 $ 22 $ 107,718 $ 28,998 $ (7) $ 5,592 $ 62,278 $ 204,631

~~See accompanying notes to the condensed consolidated financial statements.~~


	Three Months Ended June 30,
	2021		2020
Operating activities:
Net income	$	44,681	$	4,968
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,378		1,004
Change in deferred income taxes	7,960		(638)
Change in payable to related parties pursuant to tax receivable agreement	(539)		0
Equity-based compensation	2,341		1,748
Equity in (income) loss of investees	(20,049)		17,045
Fair value adjustment of other investment	(3,455)		0
Proceeds received from investments	3,381		157
Non-cash lease expense	3,522		822
Other	(849)		23
Changes in operating assets and liabilities:
Fees receivable	155		6,707
Prepaid expenses	177		1,071
Due from related parties	136		452
Other assets	(1,613)		424
Accounts payable	976		(820)
Accrued compensation and benefits	2,189		12,639
Lease liability	771		(763)
Other liabilities	(10,917)		(1,542)
Consolidated variable interest entities related:
Unrealized loss on warrants measured at fair value	2,244		0
Equity in (income) loss of investees	(229)		4,158
Other assets and liabilities	129		0
Net cash provided by operating activities	32,389		47,455
Investing activities:
Purchase of furniture, fixtures and equipment	(4,535)		(998)
Purchase of other investments	(298)		0
Cash paid for acquisition of business	(10,096)		0
Distribution from investment valued under the measurement alternative	12,739		0
Distributions received from investments	13,281		4,162
Contributions to investments	(15,522)		(9,238)
Net cash used in investing activities	(4,431)		(6,074)
Financing activities:
Proceeds from offerings	0		204,979
Purchase of membership interests	0		(204,979)
Repayments of debt	(469)		0

Repayment of revolver	(15,000)		0

Repurchase of Class B common stock	0		(2)
Repurchase of Class A shares for employee tax withholding	(68)		0
Proceeds received from issuance of shares under Employee Share Purchase Plan	397		339
Payments to related parties, pursuant to tax receivable agreement	0		(36)
Dividends paid	(11,201)		(8,027)
Other	(74)		0
Members’ distributions paid	(15,809)		(12,429)
Consolidated variable interest entities related:
Contributions from non-controlling interest in general partnerships	232		32
Distributions to non-controlling interest in general partnerships	(95)		(220)
Net cash used in financing activities	(42,087)		(20,343)
Effect of exchange rate changes on cash and cash equivalents	0		(10)
(Decrease) increase in cash, cash equivalents, and restricted cash	(14,129)		21,028
Cash, cash equivalents, and restricted cash at beginning of the period	90,377		53,210
Cash, cash equivalents, and restricted cash at end of the period	$	76,248	$	74,238


			7

Hamilton Lane Incorporated

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

Six Months Ended September 30,
2020 2019
Operating activities:
Net income $ 49,567 $ 59,726
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 1,977 1,608
Change in deferred income taxes 8,706 4,728
Change in payable to related parties pursuant to tax receivable agreement (73) 150
Equity-based compensation 3,551 3,483
Equity in loss (income) of investees 3,224 (9,877)
Gain on sale of investments valued under the measurement alternative 0 (4,973)
Proceeds received from investments 23 4,178
Other 76 674
Changes in operating assets and liabilities:
Fees receivable (2,688) 2,676
Prepaid expenses 1,332 (688)
Due from related parties (909) (1,570)
Other assets (738) 360
Accounts payable 335 (656)
Accrued compensation and benefits 25,699 8,898
Other liabilities (448) (2,514)
Net cash provided by operating activities 89,634 66,203
Investing activities:
Purchase of furniture, fixtures and equipment (2,148) (1,296)
Purchase of other investments (500) (3,967)
Proceeds from sales of investments valued under the measurement alternative 0 6,419
Distributions received from investments 8,728 4,838
Contributions to investments (23,431) (16,774)
Net cash used in investing activities (17,351) (10,780)
Financing activities:
Proceeds from offerings 354,629 147,122
Purchase of membership interests (354,629) (147,122)
Repayments of debt (469) (1,874)
Draw-down on revolver 0 15,000
Repayment of revolver 0 (15,000)
Secured financing 0 15,750
Contributions from non-controlling interest in general partnerships 56 29
Distributions to non-controlling interest in general partnerships (1,125) (702)
Repurchase of Class B common stock (4) (2)
Repurchase of Class A shares for employee tax withholding (36) (45)
Proceeds received from issuance of shares under Employee Share Purchase Plan 707 592
Payments to related parties, pursuant to tax receivable agreement (36) 0
Dividends paid (18,129) (13,018)
Members’ distributions paid (21,558) (32,675)
Net cash used in financing activities (40,594) (31,945)
Effect of exchange rate changes on cash and cash equivalents 130 15
Increase in cash, cash equivalents, and restricted cash 31,819 23,493
Cash, cash equivalents, and restricted cash at beginning of the period 53,210 51,590
Cash, cash equivalents, and restricted cash at end of the period $ 85,029 $ 75,083


Reconciliation of Cash and Cash Equivalents, Restricted Cash and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities to the Consolidated Statements of Financial Condition:
	Three Months Ended June 30,
	2021		2020
Cash and cash equivalents	$	73,124	$	71,091
Restricted cash	3,048		3,147
Cash and cash equivalents held at consolidated variable interest entities	76		0
Total cash and cash equivalents, restricted cash, and cash and cash equivalents held at consolidated variable interest entities	$	76,248	$	74,238

See accompanying notes to the condensed consolidated financial statements.


			8

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

1.Organization

Hamilton Lane Incorporated (“HLI”) is a holding company whose principal asset is a controlling equity interest in Hamilton Lane Advisors, L.L.C. (“HLA”). As the sole managing member of HLA, HLI operates and controls all of the business and affairs of HLA, and through HLA, conducts its business. As a result, HLI consolidates HLA’s financial results and reports a non-controlling interest related to the portion of HLA units not owned by HLI. The assets and liabilities of HLA represent substantially all of HLI’s consolidated assets and liabilities with the exception of certain cash, certain deferred tax assets and liabilities, payable to related parties pursuant to a tax receivable agreement, and dividends payable. Unless otherwise specified, “the Company” refers to the consolidated entity of HLI, HLA and subsidiaries throughout the remainder of these notes. As of ~~September~~June 30, ~~2020~~2021 and March 31, ~~2020,~~2021, HLI held approximately ~~64.6%~~67.2% and ~~55.1%~~67.2%, respectively, of the economic interest in HLA. As future exchanges of HLA units occur pursuant to the exchange agreement in place with HLA’s members, the economic interest in HLA held by HLI will increase.

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

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Management believes it has made all necessary adjustments (which consisted of only normal recurring items) so that the condensed consolidated financial statements are presented fairly and that estimates made in preparing the condensed consolidated financial statements are reasonable and prudent. Results of operations for the three ~~and six~~ months ended ~~September~~June 30, ~~2020~~2021 are not necessarily indicative of the results that may be expected for the year ending March 31, ~~2021.~~2022. 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, ~~2020.~~2021.

COVID-19

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) a global pandemic, which has resulted in significant disruption and uncertainty in the global economic markets. Given the amount of uncertainty regarding the scope and duration of the


			9

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

COVID-19 pandemic, it is currently not possible to predict the precise impact it will have on the Company’s financial statements. In addition, certain impacts may not be reported in the current quarter due to the Company’s investments in partnerships and unrealized carried interest amounts, which are reported on a ~~three month~~three-month lag, as discussed below in “Accounting for Differing Fiscal Periods”.

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~~three-month lag period.

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

The carrying amount of the term loan of $74,084 as of September 30, 2020 approximated fair value based on then-current market rates for similar debt instruments and is classified as Level 2 within the fair value hierarchy.Reclassifications

~~Recent Accounting Pronouncements~~

~~In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes~~Certain prior period amounts have been reclassified to conform to the ~~Disclosure Requirements for Fair Value Measurement~~”. ASU 2018-13 changes the fair value measurement disclosure requirements. The amendments remove or modify certain disclosures, while others were added. Early adoption of any removed or modified disclosure requirements is permitted upon issuance of ASU 2018-13 and adoption of the additional disclosure requirements may be delayed until the effective date. The Company elected to early adopt the removed or modified disclosure requirements of the standard on October 1, 2018. The Company adopted the remaining requirements on April 1, 2020. The adoption did not have a material impact on the Company’s consolidated financial statements.current period presentation.

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

~~In June 2016, the FASB issued ASU 2016-13, “Accounting for Financial Instruments - Credit Losses (Topic 326)~~”. ASU 2016-13 replaces the incurred loss methodology in current GAAP with a methodology that reflects expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The Company adopted ASU 2016-13 using the modified retrospective transition method on April 1, 2020. The adoption did not have a material impact on the Company’s consolidated financial statements.

~~Reclassifications~~

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

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 September 30,				Six Months Ended September 30,					Three Months Ended June 30,
Management and advisory fees	Management and advisory fees	2020		2019		2020		2019		Management and advisory fees	2021		2020
Specialized funds	Specialized funds	$	31,717	$	26,985	$	63,948	$	53,944	Specialized funds	$	33,388	$	32,231
Customized separate accounts	Customized separate accounts	23,800		22,466		47,315		44,429		Customized separate accounts	24,500		23,515
Advisory	Advisory	6,545		5,961		13,310		12,213		Advisory	6,366		6,765
Reporting and other	Reporting and other	2,584		2,092		5,420		4,255		Reporting and other	5,282		2,836
Distribution management	Distribution management	737		702		2,464		2,061		Distribution management	4,121		1,727
Fund reimbursement revenue	Fund reimbursement revenue	984		990		1,177		2,845		Fund reimbursement revenue	227		193
Total management and advisory fees	Total management and advisory fees	$	66,367	$	59,196	$	133,634	$	119,747	Total management and advisory fees	$	73,884	$	67,267


		Three Months Ended September 30,				Six Months Ended September 30,					Three Months Ended June 30,
Incentive fees	Incentive fees	2020		2019		2020		2019		Incentive fees	2021		2020
Specialized funds	Specialized funds	$	17,720	$	4,980	$	19,938	$	7,619	Specialized funds	$	1,659	$	1,985
Customized separate accounts	Customized separate accounts	344		116		603		1,612		Customized separate accounts	705		259
Consolidated variable interest related:										Consolidated variable interest related:
Specialized funds										Specialized funds	2,747		233
Total incentive fees	Total incentive fees	$	18,064	$	5,096	$	20,541	$	9,231	Total incentive fees	$	5,111	$	2,477

Cost to obtain contracts

The Company incurs incremental costs related to sales commissions paid to certain employees directly related to customized separate account contracts. These incremental costs are capitalized and amortized over the expected contract length proportionately to the management fee revenue expected to be recognized in each year as a percentage of the total expected revenue for the contract. The contract asset related to the cost to obtain contracts was ~~$1,010~~$979 and ~~$994~~$964 as of ~~September~~June 30, ~~2020~~2021 and March 31, ~~2020,~~2021, respectively, and is included in other assets in the Condensed Consolidated Balance Sheets. Amortization expense related to this contract asset was ~~$126~~$129 and ~~$254~~$128 for the three ~~and six~~ months ended ~~September~~June 30, ~~2020, respectively,~~2021 and ~~$124 and $246 for the three and six months ended September 30, 2019,~~2020, respectively, and is included in compensation and benefits in the Condensed Consolidated Statements of Income.


			11

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

4. Investments

Investments consist of the following:

September 30, March 31,
2020 2020
Equity method investments in Partnerships $ 180,375 $ 166,106
Equity method investments in Partnerships held by consolidated VIEs 7,249 9,988
Other equity method investments 1,597 1,168
Other investments 17,703 13,394
Investments valued under the measurement alternative 17,108 17,091
Total Investments $ 224,032 $ 207,747


	June 30,		March 31,
	2021		2021
Equity method investments in Partnerships	$	258,618	$	240,337
Other equity method investments	1,338		1,297
Other investments	23,993		17,381
Investments valued under the measurement alternative	94,039		109,821
Total Investments	$	377,988	$	368,836

Equity method investments

The Company’s equity method investments in Partnerships represent its ownership in certain specialized funds and customized separate accounts. The strategies and geographic location of investments within the Partnerships vary by fund. The Company has a 1% interest in substantially all of the Partnerships. The Company’s other equity method investments represent its ownership in a technology company that provides benchmarking and analytics of private equity data and its ownership in a joint venture that automates the collection of fund and underlying portfolio company data from general partners. The Company recognized an equity method income (loss) related to its investments in Partnerships and other equity method investments of ~~$17,979~~$20,049 and ~~$(3,224) for the three and six months ended September 30, 2020, respectively, and $3,664~~ ~~and~~ ~~$9,877~~$(17,045) for the three ~~and six~~ months ended ~~September~~June 30, ~~2019,~~2021 and 2020, respectively.

Other investments

The Company’s other investments represent a publicly traded security and investments in private equity funds and direct credit and equity ~~co-investments.~~co-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 direct credit co-investments are debt securities classified as trading securities. The direct equity co-investments and private equity funds are measured at fair value with unrealized holding gains and losses included in earnings.

The ~~Company’s other investments are recorded~~Company accounts for its secured financing at ~~estimated~~ fair value ~~utilizing significant unobservable inputs and are therefore classified in Level 3 of~~under the fair value ~~hierarchy.~~option. The primary reason for electing the fair value option is to mitigate volatility in earnings from using different measurement attributes. The significant input to the fair value of the secured financing is the fair value of the other investments delivered as collateral which are estimated using Level 3 inputs with the significant inputs as shown below.

The Company recognized a gain on other investments held as collateral of $814 and $3,653 during the three months ended June 30, 2021 and 2020, respectively, that are recorded in other non-operating income. The Company recognized a loss on the secured financing liability of $814 and $3,653 during the three months ended June 30, 2021 and 2020, respectively, that are recorded in other non-operating income in the Condensed Consolidated Statement of Income.


			12

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

~~The following is a reconciliation of other investments for which significant unobservable inputs (Level 3) were used in determining value:~~Investments valued under the measurement alternative

Private equity funds Direct credit co-investments Direct equity co-investments Total other investments
Balance as of June 30, 2020 $ 6,564 $ 1,808 $ 8,413 $ 16,785
Contributions 0 0 0 0
Distributions (120) (32) 0 (152)
Net (loss) gain (236) 113 1,193 1,070
Balance as of September 30, 2020 $ 6,208 $ 1,889 $ 9,606 $ 17,703

Private equity funds Direct credit co-investments Direct equity co-investments Total other investments
Balance as of March 31, 2020 $ 5,786 $ 1,756 $ 5,852 $ 13,394
Contributions 28 0 0 28
Distributions (368) (74) 0 (442)
Net gain 762 207 3,754 4,723
Balance as of September 30, 2020 $ 6,208 $ 1,889 $ 9,606 $ 17,703
During the quarter ended June 30, 2021, an investment held by the Company and valued under the measurement alternative launched an initial public offering (“IPO”) and began trading on a public exchange. As part of the IPO, the Company agreed to a lockup restriction on selling or transferring the security for a period of 180 days. As the investment has a readily determinable fair value at the end of each reporting period, it no longer qualifies to be recorded under the measurement alternative. At each reporting period going forward, the investment will be recorded at fair value with changes in value recorded to net income. The Company reclassified the investment into other investments and transferred it into Level 3 of the fair value hierarchy based upon the lockup restrictions. The Company recorded an unrealized gain of $3,455 that was recorded in other non-operating income in the Condensed Consolidated Statement of Income for the three months ended June 30, 2021.

Private equity funds Direct credit co-investments Direct equity co-investments Total other investments
Balance as of June 30, 2019 $ 5,911 $ 4,013 $ 6,689 $ 16,613
Contributions 0 0 0 0
Distributions 0 (973) 0 (973)
Net (loss) gain (75) 53 295 273
Balance as of September 30, 2019 $ 5,836 $ 3,093 $ 6,984 $ 15,913

Private equity funds Direct credit co-investments Direct equity co-investments Total other investments
Balance as of March 31, 2019 $ 3,734 $ 3,940 $ 4,814 $ 12,488
Contributions 2,092 0 1,875 3,967
Distributions 0 (973) 0 (973)
Net gain 10 126 295 431
Balance as of September 30, 2019 $ 5,836 $ 3,093 $ 6,984 $ 15,913
5. Fair Value Measurement

The ~~valuation methodologies, significant unobservable inputs, range of inputs~~following tables summarize the Company’s financial assets and ~~the weighted average input determined based upon relative~~financial liabilities recorded at fair value ~~of the investments used in recurring Level 3~~by fair value ~~measurements~~hierarchy level:


	As of June 30, 2021
	Level 1		Level 2		Level 3		Total		Amortized Cost
Financial assets:
Other investments	$	0	$	3,665	$	20,328	$	23,993	$	12,614
Investments held in trust	276,019		0		0		276,019		276,000
Total financial assets	$	276,019	$	3,665	$	20,328	$	300,012	$	288,614

Financial liabilities
Warrant liability(1)	$	8,281	$	1,331	$	0	$	9,612	0
Secured financing(2)	0		3,665		13,873		17,538		0
Total financial liabilities	$	8,281	$	4,996	$	13,873	$	27,150	0
	As of March 31, 2021
	Level 1		Level 2		Level 3		Total		Amortized Cost
Financial assets:
Other investments	$	0	$	4,083	$	13,298	$	17,381	$	9,902
Investments held in trust	276,003		0		0		276,003		276,000
Total financial assets	$	276,003	$	4,083	$	13,298	$	293,384	$	285,902

Financial liabilities
Warrant liability(1)	$	6,348	$	1,020	$	0	$	7,368	0
Secured financing(2)	0		4,083		13,298		17,381		0
Total financial liabilities	$	6,348	$	5,103	$	13,298	$	24,749	0

(1) Warrant liability is recorded within other liabilities of ~~assets were as follows, as of September 30, 2020:~~consolidated variable interests in the Condensed Consolidated Balance Sheet.

(2) Secured financing is recorded within other liabilities in the Condensed Consolidated Balance Sheet.


			13

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

Significant
Fair Valuation Unobservable Weighted
Value Methodology Inputs Range Average
Private equity funds $ 6,208 Adjusted net asset value Selected market return 4.4% - 4.8% 4.5%
Direct credit co-investments $ 1,889 Discounted cash flow Market yield 9.9% - 10.4% 10.2%
Direct equity co-investments $ 9,606 Market approach EBITDA multiple 7.75x - 12.75x 9.0x
Market approach Equity multiple 1.4x 1.4x
Market approach Illiquidity discount 2.5% 2.5%

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


	Private equity funds		Direct credit co-investments		Direct equity co-investments		Publicly traded equity security		Total other investments
Balance as of March 31, 2021	$	6,254	$	985	$	6,059	$	0	$	13,298
Contributions	30		0		28		0		58
Distributions	(95)		(202)		0		0		(297)
Net gain	577		12		225		0		814
Transfer in/(out)	0		0		0		6,455		6,455
Balance as of June 30, 2021	$	6,766	$	795	$	6,312	$	6,455	$	20,328


	Private equity funds		Direct credit co-investments		Direct equity co-investments		Total other investments
Balance as of March 31, 2020	$	5,786	$	1,756	$	5,852	$	13,394
Contributions	28		0		0		28
Distributions	(248)		(42)		0		(290)
Net gain	998		94		2,561		3,653
Balance as of June 30, 2020	$	6,564	$	1,808	$	8,413	$	16,785

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 financial assets were as follows, as of June 30, 2021:

Significant

Fair

Valuation

Unobservable

Weighted

Value

Methodology

Inputs

Range

Average

Other investments:

Private equity funds

6,766

Adjusted net asset value

Selected market return

5.0%

5.7%

5.6%

Direct credit co-investments

795

Discounted cash flow

Market yield

9.0%

Direct equity co-investments

6,312

Market approach

EBITDA multiple

7.75x

14.50x

10.29x

Market approach

Equity multiple

1.5x

Publicly traded equity security

6,455

Market approach

Illiquidity discount

7.8%

For the significant unobservable inputs listed in the table ~~above,~~above: (1) a significant increase or decrease in the selected market return would result in a significantly higher or lower fair value measurement, respectively; (2) a significant increase or decrease in the market yield would result in a significantly lower or higher fair value measurement, respectively; (3) a significant increase or decrease in the selected multiple would result in a significantly higher or lower fair value measurement, respectively; and (4) a ~~significant increase or decrease in the selected illiquidity discount would result in a significantly lower or higher fair value measurement, respectively.~~

In May 2019, the Company transferred these investments for an agreed amount of cash of $15,750 to a Partnership that is a Variable Interest Entity (“VIE”) of which the Company is the general partner but does not consolidate as the Company is not the primary beneficiary. Due to continuing involvement with these assets at the Partnership, the Company accounted for this transfer as a secured financing as it has not met the criteria in ASC 860, “~~Transfers and Servicing~~”, to qualify as a sale and therefore has recorded a financial liability for the secured financing which is included in other liabilities in the Condensed Consolidated Balance Sheets. The cash received was recorded as secured financing in financing activities in the Condensed Consolidated Statements of Cash Flows. As of September 30, 2020, all other investments were pledged as collateral on the Company’s secured financing.

The Company accounts for this financial liability at fair value under the fair value option. The primary reason for electing the fair value option is to mitigate volatility in earnings from using different measurement attributes. The significant input to the fair value of the secured financing is the fair value of the other investments delivered as collateral. As of September 30, 2020, the secured financing had a fair value of $17,703 and an amortized cost of $12,684. The fair value of the secured financing is estimated using Level 3 inputs with the significant input being the fair value of the other investments utilized as collateral as shown above.

The Company recognized a gain on other investments of $1,070 and $4,723 during the three and six months ended September 30, 2020, respectively, and $273 and $431 during the three and six months ended September 30, 2019, respectively. The Company recognized a loss on the secured financing liability of $1,070 and $4,723 during the three and six months ended September 30, 2020, respectively, and $273 and $1,136 during the three and six months ended September 30, 2019, respectively, that are recorded in other non-operating income.


			14

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

5.significant increase or decrease in the illiquidity discount would result in a significantly lower or higher fair value measurement, respectively.

6. Acquisitions

On April 1, 2021, the Company acquired substantially all the assets of 361 Capital, LLC for a total aggregate cash amount of $13,096, of which $10,096 was paid on the closing date of the acquisition. The remaining $3,000 will be paid in 2 equal installments on the first and second anniversaries of the closing. The purchase price based upon the fair value of consideration transferred at the date of acquisition is $12,946. The Company recorded $7,145 of definite lived intangible assets related primarily to the acquired investment management contracts, which will be amortized over seven years, and $5,623 of goodwill, which are both recorded in other assets in the Condensed Consolidated Balance Sheets. The remaining assets acquired and liabilities assumed are not material to the condensed consolidated financial statements. Revenue and net income attributable to the acquisition of 361 Capital, LLC were not material for the three months ended June 30, 2021 and 2020, and as such, pro forma information related to this acquisition is not presented.

7. Variable Interest Entities

The Company consolidates certain VIEs in which it is determined that the Company is the primary beneficiary.

Consolidated Variable Interest Entities

The ~~consolidated VIEs are~~Company consolidates general partner entities of ~~the~~certain Partnerships, which are not ~~wholly owned~~wholly-owned by the Company. The total assets of the consolidated ~~VIEs~~general partner entities are ~~$7,249~~$5,942 and ~~$9,988~~$4,787 as of ~~September~~June 30, ~~2020~~2021 and March 31, ~~2020,~~2021, respectively, and are recorded in investments of consolidated variable interest entities in the Condensed Consolidated Balance Sheets. The consolidated ~~VIEs~~general partner entities had 0 liabilities as of ~~September~~June 30, ~~2020~~2021 and March 31, ~~2020 other than deferred incentive fee revenue of $3,704as of both September 30, 2020 and March 31, 2020.~~2021. The assets of the consolidated ~~VIEs~~general partner entities represent equity method-investments in direct/co-investment funds and customized separate accounts and may only be used to settle obligations of the consolidated ~~VIEs,~~general partner entities, if any. In addition, there is no recourse to the Company for the consolidated ~~VIEs’~~general partner entities’ liabilities, except for certain entities in which there could be a clawback of previously distributed carried interest.

The Company sponsored and consolidates Hamilton Lane Alliance Holdings I, Inc. (“HLAH”) through HL Alliance Holdings Sponsor LLC, an indirect wholly-owned subsidiary of the Company. On January 15, 2021, HLAH completed an IPO raising total gross proceeds of $276,000 which were placed in a trust and can only be utilized for funding a business combination or the redemption of Class A shares of HLAH. In a private placement concurrent with the IPO, HLAH sold warrants to HL Alliance Holdings Sponsor LLC for gross proceeds of $7,520 which were used by HLAH to pay the offering costs and also to provide working capital. The total assets of HLAH were $277,128 and $277,528 as of June 30, 2021 and March 31, 2021, respectively. The total liabilities of HLAH were $19,497 and $17,310 as of June 30, 2021 and March 31, 2021, respectively. The assets of HLAH held outside of the trust can only be used to settle obligations of HLAH, and there is no recourse to the Company for HLAH’s liabilities. All warrants and Class B common stock of HLAH held by the Company are eliminated in consolidation.


			15

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

Nonconsolidated Variable Interest Entities

The Company holds variable interests in certain Partnerships that are VIEs, which are not consolidated, as it is determined that the Company is not the primary beneficiary based upon the Company’s equity interest percentage in each of the VIEs. Certain Partnerships are considered VIEs because limited partners lack the ability to remove the general partner or dissolve the entity without cause, by simple majority vote (i.e. do not have substantive “kick out” or “liquidation” rights). The Company’s involvement with such entities is in the form of direct equity interests in, and fee arrangements with, the Partnerships in which it also serves as the general partner or managing member. In the Company’s role as general partner or managing member, it generally considers itself the sponsor of the applicable Partnership and makes all investment and operating decisions. As of ~~September~~June 30, ~~2020,~~2021, the total commitments and remaining unfunded commitments from the limited partners and general partners to the unconsolidated VIEs are ~~$20,066,418~~$24,144,410 and ~~$7,548,327,~~$9,386,316, respectively. These commitments are the primary source of financing for the unconsolidated VIEs.

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

The carrying amount of assets and liabilities recognized in the Condensed Consolidated Balance ~~Sheets~~Sheet 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:


		September 30,		March 31,			June 30,		March 31,
		2020		2020			2021		2021
Investments	Investments	$	115,234	$	118,696	Investments	$	147,701	$	138,092
Fees receivable	Fees receivable	18,437		8,703		Fees receivable	6,081		4,133
Due from related parties	Due from related parties	1,061		1,194		Due from related parties	1,014		837
Total VIE Assets	Total VIE Assets	134,732		128,593		Total VIE Assets	154,796		143,062
Deferred incentive fee revenue		3,704		3,704
Non-controlling interests	Non-controlling interests	(3,506)		(4,853)		Non-controlling interests	(2,561)		(2,211)
Maximum exposure to loss	Maximum exposure to loss	$	134,930	$	127,444	Maximum exposure to loss	$	152,235	$	140,851

8. Debt

The Company’s debt consisted of the following:


	As of June 30, 2021						As of March 31, 2021
	Principal Outstanding		Carrying Value		Interest Rate		Principal Outstanding		Carrying Value		Interest Rate
Term Loan	$	73,125	$	72,918	2.25	%	$	73,594	$	73,378	2.25	%
Multi-Draw Facility	75,000		74,730		3.50	%	75,000		74,797		3.50	%
Revolver	0		0		2.25	%	15,000		15,000		2.25	%
Total Debt	$	148,125	$	147,648			$	163,594	$	163,175


			1516

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

6.On April 22, 2021, the Company amended its Term Loan and Security Agreement with First Republic Bank to provide an additional $25,000 of committed borrowing capacity and amended its Multi-Draw Term Loan and Security Agreement with First Republic Bank to increase the maximum commitment amount from $75,000 to $100,000 and extend the period to request an advance under the facility until March 31, 2022.

The carrying amount of the Company’s outstanding debt as of June 30, 2021 and March 31, 2021 approximated fair value based on then-current market rates for similar debt instruments and is classified as Level 2 within the fair value hierarchy.

9. Equity

The following table shows a rollforward of the Company’s common stock outstanding since March 31, ~~2020:~~

Class A Common Stock Class B Common Stock
March 31, 2020 29,842,784 22,049,727
Shares issued (repurchased) in connection with registered offerings 5,056,895 (4,208,516)
Forfeitures (1,159) 0
Shares repurchased for employee tax withholdings (511) 0
Shares issued pursuant to Employee Share Purchase Plan 12,633 0
September 30, 2020 34,910,642 17,841,211
2021:


	Class A Common Stock	Class B Common Stock
March 31, 2021	36,290,183	16,739,846
Forfeitures	(568)	0
Shares repurchased for employee tax withholdings	(5,891)	0
Restricted stock granted	1,155	0
Shares issued pursuant to Employee Share Purchase Plan	5,136	0
June 30, 2021	36,290,015	16,739,846

June 2020 Offering

In June 2020, the Company and certain selling stockholders completed a registered offering of an aggregate of 2,995,757 shares of Class A common stock at a price to the underwriters of $70.09 per share (the “June 2020 Offering”). The shares sold consisted of 71,242 shares held by the selling stockholders and 2,924,515 shares newly issued by the Company. The Company received approximately $204,979 in net proceeds from the sale of its shares and used all of the proceeds to settle exchanges by certain members of HLA of a total of 2,271,636 Class B units and 652,879 Class C units. In connection with the exchange of the Class B units, the Company also repurchased for par value and canceled a corresponding number of shares of Class B common stock. The Company did not receive any proceeds from the sale of shares by the selling stockholders.

~~September 2020 Offering~~

In September 2020, the Company and a certain selling stockholder completed a registered offering of an aggregate of 2,207,380 shares of Class A common stock at a price to the underwriter of $70.18 per share (the “September 2020 Offering”). The shares sold consisted of 75,000 shares held by the selling stockholder and 2,132,380 shares newly issued by the Company. The Company received approximately $149,650 in net proceeds from the sale of its shares and used all of the proceeds to settle exchanges by certain members of HLA of a total of 1,936,880 Class B units and 195,500 Class C units. In connection with the exchange of the Class B units, the Company also repurchased for par value and canceled a corresponding number of shares of Class B common stock. The Company did not receive any proceeds from the sale of shares by the selling stockholder.


			1617

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

7.10. Equity-Based Compensation

A summary of restricted stock activity for the ~~six~~three months ended ~~September~~June 30, ~~2020~~2021 is presented below:

Total
Unvested Weighted-
Average
Grant-Date
Fair Value of
Award
March 31, 2020 441,515 $ 36.87
Granted 0 $ 0
Vested (6,258) $ 21.32
Forfeited (1,159) $ 14.33
September 30, 2020 434,098 $ 37.15


	Total Unvested	Weighted- Average Grant-Date Fair Value of Award
March 31, 2021	288,857	$	55.58
Granted	1,155	$	82.72
Vested	(16,590)	$	47.74
Forfeited	(568)	$	61.42
June 30, 2021	272,854	$	56.16

As of ~~September~~June 30, ~~2020,~~2021, total unrecognized compensation expense related to restricted stock was ~~$12,395.~~$13,442.

8.11. Compensation and Benefits

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

Three Months Ended September 30, Six Months Ended September 30,
2020 2019 2020 2019
Base compensation and benefits $ 28,883 $ 20,678 $ 56,869 $ 42,046
Incentive fee compensation 4,341 1,259 4,958 2,268
Equity-based compensation 1,803 1,756 3,551 3,483
Total compensation and benefits $ 35,027 $ 23,693 $ 65,378 $ 47,797


	Three Months Ended June 30,
	2021		2020
Base compensation and benefits	$	23,137	$	27,986
Incentive fee compensation	1,254		617
Equity-based compensation	2,341		1,748
Total compensation and benefits	$	26,732	$	30,351

9.12. Income Taxes

The Company’s effective tax rate used for interim periods is based on an estimated annual effective tax rate including the tax effect of items required to be recorded discretely in the interim period in which those items occur. The effective tax rate is dependent on many factors, including the estimated amount of income subject to income tax; therefore, the effective tax rate can vary from period to period. The Company evaluates the realizability of its deferred tax asset on a quarterly basis and adjusts the valuation allowance when it is more likely than not that all or a portion of the deferred tax asset may not be realized.

In connection with the June 2020 Offering and unit exchanges, the Company recorded a deferred tax asset in the amount of $56,314, which is net of a valuation allowance of $3,521 related to the portion of tax benefits that it is more likely than not will not be realized. Additionally, in connection with the June


			17

~~Hamilton Lane Incorporated~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

~~(In thousands, except share and per share amounts)~~

~~2020 Offering and unit exchange and recording of the deferred tax asset, the Company recorded a payable to related parties pursuant to the tax receivable agreement of $44,450.~~

In connection with the September 2020 Offering and unit exchanges, the Company recorded a deferred tax asset in the amount of $41,539, which is net of a valuation allowance of $2,712 related to the portion of tax benefits that it is more likely than not will not be realized. Additionally, in connection with the September 2020 Offering and unit exchange and recording of the deferred tax asset, the Company recorded a payable to related parties pursuant to the tax receivable agreement of $32,787.

As of ~~September~~June 30, ~~2020,~~2021, the Company had 0 unrecognized tax positions and believes there will be no changes to uncertain tax positions within the next 12 months.


			18

~~10.~~

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

13. Earnings per Share

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

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

Three Months Ended
September 30, 2020 Three Months Ended
September 30, 2019
Net income attributable to HLI Weighted-Average Shares Per share amount Net income attributable to HLI Weighted-Average Shares Per share amount
Basic EPS of Class A common stock $ 21,813 32,962,046 $ 0.66 $ 15,299 27,229,152 $ 0.56
Adjustment to net income:
Assumed vesting of employee awards 60 110
Effect of dilutive securities:
Assumed vesting of employee awards 242,080 403,738
Diluted EPS of Class A common stock $ 21,873 33,204,126 $ 0.66 $ 15,409 27,632,890 $ 0.56


			18

~~Hamilton Lane Incorporated~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

~~(In thousands, except share and per share amounts)~~

Six Months Ended
September 30, 2020 Six Months Ended
September 30, 2019
Net income attributable to HLI Weighted-Average Shares Per share amount Net income attributable to HLI Weighted-Average Shares Per share amount
Basic EPS of Class A common stock $ 25,059 31,607,192 $ 0.79 $ 26,680 26,969,363 $ 0.99
Adjustment to net income:
Assumed vesting of employee awards 68 181
Effect of dilutive securities:
Assumed vesting of employee awards 223,580 372,231
Diluted EPS of Class A common stock $ 25,127 31,830,772 $ 0.79 $ 26,861 27,341,594 $ 0.98


	Three Months Ended June 30, 2021					Three Months Ended June 30, 2020

	Net income attributable to HLI		Weighted-Average Shares	Per share amount		Net income attributable to HLI		Weighted-Average Shares	Per share amount
Basic EPS of Class A common stock	$	28,168	36,003,089	$	0.78	$	3,246	30,237,450	$	0.11
Adjustment to net income:
Assumed vesting of employee awards	34					9
Effect of dilutive securities:
Assumed vesting of employee awards			125,905					202,702
Diluted EPS of Class A common stock	$	28,202	36,128,994	$	0.78	$	3,255	30,440,152	$	0.11

The calculations of diluted earnings per share exclude ~~18,912,099~~17,553,234 outstanding Class B and Class C units of HLA for the three ~~and six~~ months ended ~~September~~June 30, ~~2020~~2021 and ~~23,968,994~~21,044,479 outstanding Class B and Class C units of HLA for the three ~~and six~~ months ended ~~September~~June 30, ~~2019,~~2020, which are exchangeable into Class A common stock under the “if-converted” method, because the inclusion of such shares would be antidilutive.

~~11.~~14. 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 ~~$44,554~~$46,422 and ~~$88,803~~$44,249 for the three ~~and six~~ months ended ~~September~~June 30, 2021 and 2020, respectively, and ~~$39,170 and $78,799 for the three and six months ended September 30, 2019, respectively. The Company~~ earned incentive fees from Partnerships of ~~$17,824~~$4,575 and ~~$20,179~~$2,355 for the three ~~and six~~ months ended ~~September~~June 30, 2021 and 2020, respectively.

Fees receivable from the Partnerships were $14,019 and $14,814 as of June 30, 2021 and March 31, 2021, respectively, and ~~$5,032~~are included in fees receivable in the Condensed Consolidated Balance Sheets.


			19

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and ~~$9,119 for the three~~per share amounts)

Expenses and ~~six months ended September 30, 2019, respectively.~~Payables

The Company ~~entered into~~maintains a service agreement ~~on June 1, 2017~~ with its joint venture pursuant to which it had expenses of ~~$993~~$1,020 and ~~$1,954~~$960 for the three ~~and six~~ months ended ~~September~~June 30, ~~2020, respectively,~~2021 and ~~$1,380 and $2,745 for the three and six months ended September 30, 2019,~~2020, respectively, that are included in general, administrative and other expenses in the Condensed Consolidated Statements of Income. The Company also has a payable to the joint venture of ~~$334~~$346 and ~~$428~~$325 as of ~~September~~June 30, ~~2020~~2021 and March 31, ~~2020,~~2021, respectively, which is included in other liabilities in the Condensed Consolidated Balance Sheets.

Fees receivable from the Partnerships were $22,114 and $16,970 as of September 30, 2020 and March 31, 2020, respectively, and are included in fees receivable in the Condensed Consolidated Balance Sheets.


			19

~~Hamilton Lane Incorporated~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

~~(In thousands, except share and per share amounts)~~

~~12.~~15. Supplemental Cash Flow Information

Six Months Ended September 30,
2020 2019
Shares issued for contingent compensation payment $ 0 $ 425
Non-cash financing activities:
Dividends declared but not paid $ 10,772 $ 8,023
Member distributions declared but not paid $ 4,897 $ 3,836
Establishment of net deferred tax assets related to offerings $ 91,580 $ 37,394


	Three Months Ended June 30,
	2021		2020
Non-cash financing activities:
Dividends declared but not paid	$	12,600	$	10,102
Member distributions declared but not paid	$	3,028	$	3,367
Establishment of net deferred tax assets related to offerings	$	0	$	52,793

~~13.~~16. Commitments and Contingencies

Litigation

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

Incentive Fees

The Partnerships have allocated carried interest still subject to contingencies and ~~that~~ did not meet the Company’s criteria for recognition in the amounts of ~~$409,682~~$808,756 and ~~$441,150,~~$648,772, net of amounts attributable to non-controlling interests, at ~~September~~June 30, ~~2020~~2021 and March 31, ~~2020, respectively, and $3,704 at both September 30, 2020 and March 31, 2020 that has been received and deferred by the Company.~~2021, respectively.

If the Company ultimately receives the unrecognized carried interest, a total of ~~$102,421~~$202,189 and ~~$110,288~~$162,193 as of ~~September~~June 30, ~~2020~~2021 and March 31, ~~2020,~~2021, respectively, would potentially be payable to certain employees and third parties pursuant to compensation arrangements related to carried interest profit-sharing plans. Such amounts have not been recorded in the Condensed Consolidated Balance Sheets or Condensed Consolidated Statements of Income as the payment is not yet probable.

Commitments

The Company serves as the investment manager of the Partnerships. The general partner or managing member of each Partnership is generally a separate subsidiary of the Company and has agreed to invest funds on the same basis as the limited partners in most instances. The Company’s aggregate unfunded commitment to the Partnerships was ~~$170,812~~$194,721 and ~~$143,489~~$201,442 as of ~~September~~June 30, ~~2020~~2021 and March 31, ~~2020,~~2021, respectively.


			20

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

Leases

The Company’s leases consist primarily of operating leases for office space and office equipment in various locations around the ~~world. These leases~~world, which have remaining lease terms of one year to ~~six years, some of which~~17 years. Some leases have the option to extend for an additional ~~five years~~term or ~~have the option to~~ terminate ~~within one year.~~early. Short-term lease costs ~~were~~are not material ~~for the three and six months ended September 30, 2020 and 2019~~.

The Company entered into a 17-year lease agreement for its new headquarters in a newly constructed building. The Company was granted access to the space in October 2020 to begin building various leasehold improvements and moved into the property in June 2021.

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


		Three Months Ended September 30,				Six Months Ended September 30,									Three Months Ended June 30,
		2020		2019		2020			2019									2021		2020
Operating lease costs	Operating lease costs	$	1,235	$	1,205	$	2,437		$	2,410		Operating lease costs						$	3,382	$	1,202
Variable lease costs	Variable lease costs	$	144	$	140	$	301		$	274		Variable lease costs						$	205	$	158
Cash paid for amounts included in the measurement of operating lease liabilities	Cash paid for amounts included in the measurement of operating lease liabilities	$	1,237	$	1,293	$	2,551		$	2,575		Cash paid for amounts included in the measurement of operating lease liabilities						$	1,500	$	1,314

Weighted average remaining lease term (in years)	Weighted average remaining lease term (in years)					2.9			2.7			Weighted average remaining lease term (in years)	15.6			3.0
Weighted average discount rate	Weighted average discount rate					4.7		%	5.5		%	Weighted average discount rate	3.4	%		4.9	%

As of ~~September~~June 30, ~~2020,~~2021, the maturities of operating lease liabilities were as follows:


Remainder of FY2021	$	~~2,592~~4,642
FY2022	~~4,149~~6,788
FY2023	~~2,447~~6,112
FY2024	~~1,367~~5,670
FY2025	~~755~~5,058
Thereafter	072,654
Total lease payments	~~11,310~~100,924
Less: imputed interest	~~(718)~~(24,667)
Total operating lease liabilities	$	~~10,592~~76,257

In October 2019, the Company executed an agreement to lease office space for its new headquarters in suburban Philadelphia. The lessor is currently constructing the building. The Company was granted access to the space to begin to build various leasehold improvements in October 2020 and therefore will establish a ROU asset and a lease liability for the new lease during the quarter ending December 31, 2020. Upon lease commencement, total future lease payments are expected to be approximately $92,000 over 17 years.

~~14.~~17. Subsequent Events

On ~~November 4, 2020,~~August 3, 2021, the Company declared a quarterly dividend of ~~$0.3125~~$0.35 per share of Class A common stock to record holders at the close of business on ~~December~~September 15, ~~2020.~~2021. The payment date will be ~~January 7,~~October 6, 2021.

In July 2021, there was an observable price change for an investment held by the Company that is valued under the measurement alternative. As a result of the transaction, the Company expects to record an unrealized gain of approximately $23,000 during the second quarter of fiscal 2022.


			21

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 ~~2020~~2021 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 ~~2020~~2021 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 ~~2020~~2021 and fiscal ~~2019~~2020 are to our fiscal years ended March 31, ~~2020,~~2021, and ~~2019,~~2020, respectively.

Business Overview

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

•Customized Separate Accounts: We design and build customized portfolios of private markets funds and direct investments to meet our clients’ specific portfolio objectives with regard to return, risk tolerance, diversification and liquidity. We generally have discretionary investment authority over our customized separate accounts, which comprised approximately ~~$57~~$71 billion of our assets under management (“AUM”) as of ~~September~~June 30, ~~2020.~~2021.

•Specialized Funds: We organize, invest and manage specialized primary, secondary, direct/co-investment funds, strategic opportunity funds and ~~direct/co-investment~~evergreen funds. Our specialized funds invest across a variety of private markets and include equity, equity-linked and credit funds offered on standard terms as well as shorter duration, opportunistically oriented funds. We launched our first specialized fund in 1997, and our product offerings have grown steadily, comprising approximately ~~$16~~$20 billion of our AUM as of ~~September~~June 30, ~~2020.~~2021.

•Advisory Services: We offer investment advisory services to assist clients in developing and implementing their private markets investment programs. Our investment advisory services include asset allocation, strategic plan creation, development of investment policies and guidelines, the screening and recommending of investments, legal negotiations, the monitoring of and reporting on investments and investment manager review and due diligence. Our advisory clients include some of the largest and most sophisticated private markets investors in the world. We had approximately ~~$474~~$665 billion of assets under advisement (“AUA”) as of ~~September~~June 30, ~~2020.~~2021.

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

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

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

~~Recent Transactions~~

~~September 2020 Offering~~

In September 2020, we and a certain selling stockholder completed a registered offering of an aggregate of 2,207,380 shares of Class A common stock at a price to the underwriter of $70.18 per share (the “September 2020 Offering”). The purpose of the September 2020 Offering was to provide liquidity to significant direct and indirect owners of HLA. The shares sold consisted of (i) 75,000 shares held by the selling stockholder and (ii) 2,132,380 shares newly issued by us. We received approximately $149.7 million in net proceeds from the sale of our shares and used all of the proceeds to settle exchanges by certain members of HLA of a total of 1,936,880 Class B units and 195,500 Class C units. In connection with the exchange of the Class B units, we also repurchased for par value and canceled a corresponding number of shares of Class B common stock. We did not receive any proceeds from the sale of shares by the selling stockholder.

Trends Affecting Our Business

Impact of Covid-19

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) a global pandemic, which ~~continues to spread and cause~~has resulted in significant disruption and uncertainty in the global economic markets. We are closely monitoring developments related to the COVID-19 pandemic and assessing any negative impacts to our business.

~~During~~ While we expect to re-open many of our offices, including our corporate headquarters, to employees for onsite work later in 2021 as conditions permit, we believe COVID-19’s adverse impact on our business, financial condition and results of operations will be significantly driven by a number of factors that we are unable to predict or control, including, for example: the ~~quarter ended September 30, 2020, we began to see a recovery in both the public and private markets compared to the downward movements in the two previous quarters due to the effects of~~

~~the COVID-19 pandemic. Given the amount of uncertainty regarding the scope~~severity and duration of the ~~COVID-19 pandemic, it is currently not possible to predict~~pandemic; the ~~precise~~pandemic’s impact ~~it will have~~ on ~~future quarters, but it has impacted,~~the U.S. and ~~may further impact, our business in various ways, including but not limited~~global economies; the timing, scope and effectiveness of additional governmental responses to the ~~following:~~pandemic; the timing and path of economic recovery; and the negative impact on our portfolio investments, clients, counterparties, vendors and other business partners that may indirectly adversely affect us.

•Investment valuations may be subject to significant volatility and adversely impacted due to the disruption in global economic markets, whether because of valuation methodologies that rely on public market comparables or as a result of decreases in current or future estimated performance of underlying portfolio companies. Our underlying investments reflect valuations asAs of June 30, 2020. Decreases in public markets and credit indices in quarters ending after that date may result in negative valuation adjustments that will be reported on a three-month lag in accordance with our accounting policy. Adverse investment valuations directly impact our investments, equity in income of investees, unrealized carried interest, AUM and AUA for the period.

•Incentive fee revenue, which is typically volatile and largely unpredictable, has in the past and may in the future decrease as the ability of general partners to exit existing investments may be limited due to uncertainty in the global economic markets.

•While the market dislocation caused by COVID-19 may present attractive investment opportunities due to increased volatility in the financial markets, we may not be able to complete those investments, which could impact revenue, particularly for specialized funds and customized separate accounts that charge fees on invested capital.

•Restrictions on travel and social distancing requirements implemented globally have challenged our ability to fundraise for new products and raise new business, which may result in lower or delayed revenue growth compared to prior periods. Investors may also limit the amount of capital they are willing to commit given the current uncertainties in global markets and economies.

•The vast majority of our employees are continuing to work remotely. An extended duration of remote working could lead to additional operational risks, such as greater cybersecurity threats. COVID-19 presents a threat to our employees’ well-being and morale. While we have implemented a business continuity plan to protect the health of our employees and have contingency plans in place for key employees or executive officers who may become sick or otherwise unable to perform their duties for an extended period of time, such plans cannot anticipate all scenarios, and we may experience potential loss of productivity or a delay in the implementation of certain strategic plans.

~~As of September 30, 2020,~~2021, we have adequate liquidity with ~~$82.0~~$73.1 million in available cash and ~~$125~~$100 million in availability under our Loan Agreements (defined below). For more information on our Loan Agreements, see ~~“—Liquidity~~“Liquidity and Capital Resources—Loan Agreements”.

Recent Transactions

Acquisition

In April 2021, HLA acquired substantially all the assets of 361 Capital, LLC, a Denver, Colorado-based boutique alternative investment management firm, for a total aggregate purchase price of $13 million, of which $10 million was paid in cash on the closing date of the acquisition. The remaining $3 million will be paid in two equal installments on the first and second anniversaries of the closing.

Operating Segments

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

Key Financial and Operating Measures

Our key financial measures are discussed below.

Revenues

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

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

Revenues from customized separate accounts are generally based on a contractual rate applied to committed capital or net invested capital under management. These fees often decrease over the life of the contract due to built-in declines in contractual rates and/or as a result of lower net invested capital balances as capital is returned to clients. In certain cases, we also provide advisory and/or reporting services, and, therefore, we ~~therefore~~ 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 management and/or incentive fees on customized separate accounts to the extent that assets in the accounts are invested in our specialized funds so that our clients do not pay duplicate fees.

Revenues from specialized funds are based on a percentage of limited partners’ capital commitments to, net invested capital or net asset value in, our specialized funds. The management fee during the commitment period is often charged on capital ~~commitments. After~~commitments and after the commitment period (or a defined anniversary of the fund’s initial closing)~~, such fee~~ is typically reduced by a percentage of the management fee ~~charged~~ for the preceding year or ~~the management fee is~~ charged on net invested capital. In the case of certain funds, we charge management fees on capital commitments, with the management fee increasing during the early years of the fund’s term and declining in the later years. Management fees for certain funds are discounted based on the amount of the limited partners’ commitments or if the limited partners are investors in our other funds.

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

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

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

For each of our secondary funds, direct/co-investment funds, ~~credit~~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/co-investments, they generally earn carried interest on a similar basis. Furthermore, certain of our primary funds earn carried interest on their investments in other private markets funds on a primary basis that is generally 5.0% of net profits, subject to the fund’s compounded annual preferred return.

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

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

Expenses

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

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

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

We have general partner commitments in our specialized funds and certain customized separate accounts that invest solely in primary funds, secondary funds and direct/co-investments, as well as those that invest across investment types. Equity in income (loss) of investees will increase or decrease as the change in underlying fund investment valuations increases or decreases. Since our direct/co-investment funds invest in underlying portfolio companies, their quarterly and annual valuation changes are more affected by individual company movements than our primary and secondary funds that have exposures across multiple portfolio companies in underlying private markets funds. Our specialized funds and

customized separate accounts invest across industries, strategies and geographies, and therefore our general partner investments do not include any significant concentrations in a specific sector or area outside the United States.

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

Interest income is income earned on cash and cash equivalents.

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

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 it has a general partner commitment and changes in fair value of liabilities of our sponsored special purpose acquisition company (“SPAC”).

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

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

2726

Consolidated Results of Operations

The following is a discussion of our consolidated results of operations for the three ~~and six~~ months ended ~~September~~June 30, ~~2020~~2021 and ~~2019.~~2020. This information is derived from our accompanying condensed consolidated financial statements prepared in accordance with GAAP.

Three Months Ended
September 30, Six Months Ended September 30,
($ in thousands) 2020 2019 2020 2019
Revenues
Management and advisory fees $ 66,367 $ 59,196 $ 133,634 $ 119,747
Incentive fees 18,064 5,096 20,541 9,231
Total revenues 84,431 64,292 154,175 128,978
Expenses
Compensation and benefits 35,027 23,693 65,378 47,797
General, administrative and other 11,090 13,674 21,650 27,263
Total expenses 46,117 37,367 87,028 75,060
Other income (expense)
Equity in income (loss) of investees 17,979 3,664 (3,224) 9,877
Interest expense (493) (745) (980) (1,562)
Interest income 93 148 117 428
Non-operating income 875 4,957 600 4,078
Total other income (expense) 18,454 8,024 (3,487) 12,821
Income before income taxes 56,768 34,949 63,660 66,739
Income tax expense 12,169 2,676 14,093 7,013
Net income 44,599 32,273 49,567 59,726
Less: Income (loss) attributable to non-controlling interests in general partnerships 1,732 45 (278) 549
Less: Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C. 21,054 16,929 24,786 32,497
Net income attributable to Hamilton Lane Incorporated $ 21,813 $ 15,299 $ 25,059 $ 26,680


	Three Months Ended June 30,
($ in thousands)	2021		2020
Revenues
Management and advisory fees	$	73,884	$	67,267
Incentive fees	2,364		2,244
Consolidated variable interest entities related:
Incentive fees	2,747		233
Total revenues	78,995		69,744
Expenses
Compensation and benefits	26,732		30,351
General, administrative and other	16,154		10,560
Consolidated variable interest entities related:
General, administrative and other	359		—
Total expenses	43,245		40,911
Other income (expense)
Equity in income (loss) of investees	20,049		(17,045)
Interest expense	(1,165)		(487)
Interest income	423		24
Non-operating income (expense)	3,603		(275)
Consolidated variable interest entities related:
Equity in income (loss) of investees	229		(4,158)
Unrealized loss	(2,244)		—
Total other income (expense)	20,895		(21,941)
Income before income taxes	56,645		6,892
Income tax expense	11,964		1,924
Net income	44,681		4,968
Less: Income (loss) attributable to non-controlling interests in general partnerships	213		(2,010)
Less: Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	19,296		3,732
Less: (Loss) attributable to redeemable non-controlling interests in Hamilton Lane Alliance Holdings I, Inc.	(2,996)		—
Net income attributable to Hamilton Lane Incorporated	$	28,168	$	3,246

~~Revenues~~

Three Months Ended September 30, Six Months Ended September 30,
($ in thousands) 2020 2019 2020 2019
Management and advisory fees
Specialized funds $ 31,717 $ 26,985 $ 63,948 $ 53,944
Customized separate accounts 23,800 22,466 47,315 44,429
Advisory 6,545 5,961 13,310 12,213
Reporting and other 2,584 2,092 5,420 4,255
Distribution management 737 702 2,464 2,061
Fund reimbursement revenue 984 990 1,177 2,845
Total management and advisory fees 66,367 59,196 133,634 119,747
Incentive fees 18,064 5,096 20,541 9,231
Total revenues $ 84,431 $ 64,292 $ 154,175 $ 128,978

2827

Revenues


	Three Months Ended June 30,
($ in thousands)		2021		2020
Management and advisory fees
Specialized funds		$	33,388	$	32,231
Customized separate accounts		24,500		23,515
Advisory		6,366		6,765
Reporting and other		5,282		2,836
Distribution management		4,121		1,727
Fund reimbursement revenue		227		193
Total management and advisory fees		73,884		67,267
Incentive fees		5,111		2,477
Total revenues		$	78,995	$	69,744

Three months ended ~~September~~June 30, ~~2020~~2021 compared to three months ended ~~September~~June 30, ~~2019~~2020

Total revenues increased ~~$20.1~~$9.3 million, or ~~31%~~13%, to ~~$84.4~~$79.0 million, for the three months ended ~~September~~June 30, ~~2020~~2021 compared to the three months ended ~~September~~June 30, ~~2019,~~2020, due to ~~an increase~~increases in both management and advisory fees and incentive fees.

Management and advisory fees increased ~~$7.2~~$6.6 million, or ~~12%~~10%, to ~~$66.4~~$73.9 million for the three months ended ~~September~~June 30, ~~2020~~2021 compared to the three months ended ~~September~~June 30, ~~2019.~~2020. Specialized funds revenue increased ~~$4.7~~$1.2 million for the three months ended ~~September~~June 30, ~~2020~~2021 compared to the three months ended ~~September~~June 30, ~~2019,~~2020, due primarily to a ~~$5.1~~$1.0 million increase in revenue from our latest ~~secondary~~direct equity fund, which added ~~$1.4~~$0.4 billion in fee-earning AUM between periods. ~~Management fees for our latest secondary fund included $2.9 million in retroactive fees for the three months ended September 30, 2020 compared to $0.7~~Customized separate accounts revenue increased $1.0 million for the three months ended ~~September~~June 30, 2019. 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 $1.3 million for the three months ended September 30, 20202021 compared to the three months ended ~~September~~June 30, ~~2019~~2020 due to the addition of several new accounts and additional allocations from existing accounts as compared to the prior year period. ~~Advisory~~Reporting and ~~reporting~~other fees increased ~~$1.1~~$2.4 million for the three months ended ~~September~~June 30, ~~2020~~2021 compared to the three months ended ~~September~~June 30, ~~2019~~2020 due to $2.2 million in revenue added from the ~~addition~~acquisition of ~~new accounts.~~

~~Incentive fees~~361 Capital, LLC in the current year period. Distribution management revenue increased ~~$13.0 million to $18.1~~$2.4 million for the three months ended ~~September~~June 30, ~~2020~~2021 compared to the three months ended ~~September~~June 30, ~~2019,~~2020 due to increased distribution activity.

Incentive fees increased $2.6 million to $5.1 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020, due primarily to a ~~$15.0~~$2.5 million increase ~~in incentive fees~~ from one of our ~~specialized~~direct equity funds.

~~Six months ended September 30, 2020 compared to six months ended September 30, 2019~~

Total revenues increased $25.2 million, or 20%, to $154.2 million, for the six months ended September 30, 2020 compared to the six months ended September 30, 2019, due to an increase in both management and advisory fees and incentive fees.

Management and advisory fees increased $13.9 million, or 12%, to $133.6 million for the six months ended September 30, 2020 compared to the six months ended September 30, 2019. Specialized funds revenue increased $10.0 million for the six months ended September 30, 2020 compared to the six months ended September 30, 2019, due primarily to a $12.4 million increase in revenue from our latest secondary fund, which added $1.4 billion in fee-earning AUM between periods. Management fees for our latest secondary fund included $6.1 million in retroactive fees for the six months ended September 30, 2020 compared to $2.8 million from our latest co-investment fund for the six months ended September 30, 2019. Customized separate accounts revenue increased $2.9 million for the six months ended September 30, 2020 compared to the six months ended September 30, 2019 due to the addition of several new accounts and additional allocations from existing accounts as compared to the prior year period. Fund reimbursement revenue decreased $1.7 million for the six months ended September 30, 2020 compared to the six months ended September 30, 2019, due primarily to the recognition of fund reimbursements from our latest secondary fund in the prior year period. Advisory and reporting fees increased $2.3 million for the six months ended September 30, 2020 compared to the six months ended September 30, 2019 due to the addition of new accounts.

Incentive fees increased $11.3 million to $20.5 million for the six months ended September 30, 2020 compared to the six months ended September 30, 2019, due primarily to a $13.0 million increase in incentive fees from one of our specialized funds.

2928

Expenses

Three months ended ~~September~~June 30, ~~2020~~2021 compared to three months ended ~~September~~June 30, ~~2019~~2020

Total expenses increased ~~$8.8~~$2.3 million, or ~~23%~~6%, to ~~$46.1~~$43.2 million for the three months ended ~~September~~June 30, ~~2020~~2021 compared to the three months ended ~~September~~June 30, ~~2019~~2020 due to an increase in ~~compensation~~general, administrative and ~~benefits~~other expenses, partially offset by a decrease in ~~general, administrative~~compensation and ~~other~~benefits expenses.

Compensation and benefits expenses ~~increased $11.3~~decreased $3.6 million, or ~~48%~~12%, to ~~$35.0~~$26.7 million for the three months ended ~~September~~June 30, ~~2020~~2021 compared to the three months ended ~~September~~June 30, ~~2019,~~2020, due primarily to ~~an increase~~a decrease in base compensation and benefits. Base compensation and benefits ~~increased $8.2~~decreased $4.8 million, or ~~40%~~17%, for the three months ended ~~September~~June 30, ~~2020~~2021 compared to the three months ended ~~September~~June 30, ~~2019,~~2020, due primarily to ~~an increase~~a decrease in our bonus plan ~~accrual due to revenue increases~~accrual.

General, administrative and ~~operating efficiencies compared to the prior year period. Incentive fee compensation~~other expenses increased ~~$3.1~~$6.0 million for the three months ended ~~September~~June 30, ~~2020~~2021 compared to the three months ended ~~September~~June 30, ~~2019, due to the increase in incentive fee revenue.~~

~~General, administrative and other expenses decreased $2.6 million for the three months ended September 30, 2020 compared to the three months ended September 30, 2019.~~2020. This change consisted primarily of a ~~$1.1~~$2.3 million ~~decrease~~increase in rent expense, which included expenses for our new headquarters in the current year period, and a $1.8 million increase in consulting and professional ~~fees, a $1.0 million decrease in travel expenses, and a $0.5 million decrease in commissions expense.~~

~~Six months ended September 30, 2020 compared to six months ended September 30, 2019~~

Total expenses increased $12.0 million, or 16%, to $87.0 million for the six months ended September 30, 2020 compared to the six months ended September 30, 2019 due to an increase in compensation and benefits expenses, partially offset by a decrease in general, administrative and other expenses.

Compensation and benefits expenses increased $17.6 million, or 37%, to $65.4 million for the six months ended September 30, 2020 compared to the six months ended September 30, 2019, due primarily to an increase in base compensation and benefits. Base compensation and benefits increased $14.8 million, or 35%, for the six months ended September 30, 2020 compared to the six months ended September 30, 2019, due primarily to an increase in our bonus plan accrual due to revenue increases and operating efficiencies compared to the prior year period. Incentive fee compensation increased $2.7 million for the six months ended September 30, 2020 compared to the six months ended September 30, 2019, due to the increase in incentive fee revenue.

General, administrative and other expenses decreased $5.6 million for the six months ended September 30, 2020 compared to the six months ended September 30, 2019. This change consisted primarily of a $2.4 million decrease in consulting and professional fees, a $2.0 million decrease in travel expenses, and a $1.2 million decrease in commissions expense.

fees.

Other Income (Expense)

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


		Three Months Ended September 30,			Six Months Ended September 30,							Three Months Ended June 30,
($ in thousands)	($ in thousands)		2020		2019		2020		2019		($ in thousands)		2021		2020
Equity in income (loss) of investees	Equity in income (loss) of investees										Equity in income (loss) of investees
Primary funds	Primary funds		$	1,708	$	756	$	(1,297)	$	1,456	Primary funds		$	1,828	$	(3,006)
Direct/co-investment funds	Direct/co-investment funds		8,943		911		(585)		4,565		Direct/co-investment funds		7,654		(9,527)
Secondary funds	Secondary funds		1,875		294		(287)		935		Secondary funds		2,483		(2,162)
Customized separate accounts	Customized separate accounts		4,782		1,758		(1,245)		3,127		Customized separate accounts		7,293		(6,027)
Other equity method investments	Other equity method investments		671		(55)		190		(206)		Other equity method investments		1,020		(481)
Total equity in income (loss) of investees	Total equity in income (loss) of investees		$	17,979	$	3,664	$	(3,224)	$	9,877	Total equity in income (loss) of investees		$	20,278	$	(21,203)

Three months ended ~~September~~June 30, ~~2020~~2021 compared to three months ended ~~September~~June 30, ~~2019~~2020

Other income increased ~~$10.4~~$42.8 million to an income of ~~$18.5~~$20.9 million for the three months ended ~~September~~June 30, ~~2020~~2021 compared to the three months ended ~~September~~June 30, ~~2019,~~2020, due primarily to ~~an increase~~increases in equity in income of investees.

Equity in income (loss) of investees increased ~~$14.3~~$41.5 million to income of ~~$18.0~~$20.3 million for the three months ended ~~September~~June 30, ~~2020~~2021 compared to the three months ended ~~September~~June 30, ~~2019.~~2020. This was due primarily to the ~~recovery of~~increases in public and private market valuations during the quarter ended ~~June 30, 2020 from the COVID-19 downturn experienced in the public and private markets during the quarter ended~~ March 31, ~~2020.~~

~~Non-operating income decreased $4.1 million for the three months ended September 30, 2020~~2021 compared to ~~the three months ended September 30, 2019, due primarily to a gain recognized on the sale of a technology investment in the prior year period.~~

~~Six months ended September 30, 2020 compared to six months ended September 30, 2019~~

Other income decreased $16.3 million to an expense of $3.5 million for the six months ended September 30, 2020 compared to the six months ended September 30, 2019, due primarily to a decrease in equity in income of investees.

Equity in income of investees decreased $13.1 million to a loss of $3.2 million for the six months ended September 30, 2020 compared to the six months ended September 30, 2019. This was due primarily todecreases from the impact of COVID-19 on public and private market valuations ~~which have not fully recovered to pre-pandemic levels.~~for the quarter ending March 31, 2020.

Non-operating income ~~decreased $3.5~~increased $3.9 million for the ~~six~~three months ended ~~September~~June 30, ~~2020~~2021 compared to the ~~six~~three months ended ~~September~~June 30, ~~2019,~~2020, due primarily to a $3.5 million unrealized gain recognized on an investment accounted for under the ~~sale of a technology investment~~measurement alternative in the ~~prior~~current year period.

3129

Other expense of consolidated VIEs decreased $2.1 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020, due primarily to an increase in equity in income (loss) of investees discussed above offset by the change in fair value of the warrants of our sponsored SPAC.

Income Tax Expense

The Company’s effective tax rate was ~~21.4%~~21.1% and ~~7.7%~~27.9% for the three months ended ~~September~~June 30, 2021 and 2020, ~~and 2019, respectively, and 22.1% and 10.5% for the six months ended September 30, 2020 and 2019,~~ respectively. ~~These~~The effective tax rates were different ~~than~~from the statutory ~~rate~~tax rates due to the portion of income allocated to ~~the~~ non-controlling entities and valuation allowance recorded against deferred tax assets ~~and discrete tax adjustments~~ recorded in the periods. The effective tax ~~rates~~rate for the three ~~and six~~ months ended ~~September~~June 30, ~~2020 were higher~~2021 was less than the ~~effective tax rates for the~~ three ~~and six~~ months ended ~~September~~June 30, ~~2019~~2020 due primarily to excess taxable income ~~exceeding~~over GAAP equity in income of investees, which was lower in the three ~~and six~~ months ended ~~September~~June 30, ~~2020, and discrete tax adjustments that increased taxable income in~~2021 than the three ~~and six~~ months ended ~~September~~June 30, ~~2020 compared to discrete tax adjustments that lowered taxable income in the three and six months ended September 30, 2019.~~2020.

Fee-Earning AUM

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


		Three Months Ended September 30,						Six Months Ended September 30,							Three Months Ended June 30,						Three Months Ended June 30,
($ in millions)	($ in millions)	2020						2020						($ in millions)	2021						2020
		Customized Separate Accounts		Specialized Funds		Total		Customized Separate Accounts		Specialized Funds		Total			Customized Separate Accounts		Specialized Funds		Total		Customized Separate Accounts		Specialized Funds		Total
Balance, beginning of period	Balance, beginning of period	$	24,286	$	14,720	$	39,006	$	24,545	$	14,118	$	38,663	Balance, beginning of period	$	25,664	$	16,341	$	42,005	$	24,545	$	14,118	$	38,663
Contributions (1)	Contributions (1)	1,368		368		1,736		2,377		1,159		3,536		Contributions (1)	1,573		936		2,509		1,009		791		1,800
Distributions (2)	Distributions (2)	(1,099)		(462)		(1,561)		(2,209)		(657)		(2,866)		Distributions (2)	(1,007)		(941)		(1,948)		(1,110)		(195)		(1,305)
Foreign exchange, market value and other (3)	Foreign exchange, market value and other (3)	33		13		46		(125)		19		(106)		Foreign exchange, market value and other (3)	147		48		195		(158)		6		(152)
Balance, end of period	Balance, end of period	$	24,588	$	14,639	$	39,227	$	24,588	$	14,639	$	39,227	Balance, end of period	$	26,377	$	16,384	$	42,761	$	24,286	$	14,720	$	39,006

(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 ~~September~~June 30, ~~2020~~2021

Fee-earning AUM increased ~~$0.2~~$0.8 billion to ~~$39.2~~$42.8 billion during the three months ended ~~September~~June 30, ~~2020,~~2021, due to contributions from customized separate accounts and specialized funds.

Customized separate accounts fee-earning AUM increased ~~$0.3~~$0.7 billion, or 1%3%, to ~~$24.6~~$26.4 billion for the three months ended ~~September~~June 30, ~~2020.~~2021. Customized separate accounts contributions were ~~$1.4~~$1.6 billion for the three months ended ~~September~~June 30, ~~2020,~~2021, due to new allocations from existing clients and the addition of new clients. Distributions were ~~$1.1~~$1.0 billion for the three months ended ~~September~~June 30, ~~2020~~2021 due to ~~$0.6~~$0.5 billion from accounts reaching the end of their fund term, $0.3 billion from ~~accounts moving~~

~~from a committed to net invested capital fee base, and $0.2 billion from~~ returns of capital in accounts earning fees

on a net invested capital or NAV fee ~~base.~~

Specialized funds fee-earning AUM decreased $0.1 billion, or 1%, to $14.6 billion for the three months ended September 30, 2020. Specialized fund contributions were $0.4 billion for the three months ended September 30, 2020, due primarily tobase and $0.2 billion from new commitments to our secondary fund in market during the period. Distributions were $0.5 billion for the three months ended September 30, 2020, due to $0.4 billion from accounts reaching the end of their fund term.

~~Six months ended September 30, 2020~~

~~Fee-earning AUM increased $0.6 billion to $39.2 billion during the six months ended September 30, 2020, due to contributions from customized separate accounts and specialized funds.~~

Customized separate accounts fee-earning AUM was relatively steady at $24.6 billion for the six months ended September 30, 2020. Customized separate accounts contributions were $2.4 billion for the six months ended September 30, 2020, due to new allocations from existing clients and the addition of new clients. Distributions were $2.2 billion for the six months ended September 30, 2020 due to $1.3 billion from accounts reaching the end of their fund term, $0.5 billion from accounts moving from a committed to net invested capital fee ~~base, and $0.4 billion from returns of capital in accounts earning fees on a net invested capital or NAV fee~~ base.

Specialized funds fee-earning AUM ~~increased $0.5 billion, or 4%, to $14.6~~was $16.4 billion for the ~~six~~three months ended ~~September~~June 30, ~~2020.~~2021. Specialized fund contributions were ~~$1.2~~$0.9 billion for the ~~six~~three months ended ~~September~~June 30, ~~2020,~~2021, due primarily to ~~$0.7~~$0.4 billion from new commitments toearning fees on committed capital in our ~~secondary~~direct equity fund in market during the period. Distributions were ~~$0.7~~$0.9 billion for the ~~six~~three months ended ~~September~~June 30, ~~2020,~~2021, due to $0.4 billion from ~~accounts reaching the end of their~~our prior direct equity fund ~~term and $0.2~~moving from a committed to net invested capital fee base, $0.4 billion from returns of capital in funds earning fees on a net invested capital or NAV fee ~~base.~~base and $0.2 billion from funds reaching the end of their fund term.

Non-GAAP Financial Measures

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

Fee Related Earnings

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

Adjusted EBITDA

Adjusted EBITDA is our primary 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) other non-operating income and (f) certain other significant items that we believe are not indicative of our core performance.

The following table shows a reconciliation of net income attributable to Hamilton Lane Incorporated to Fee Related Earnings and Adjusted EBITDA for the three ~~and six~~ months ended ~~September~~June 30, ~~2020~~2021 and ~~2019:~~2020:


		Three Months Ended September 30,			Six Months Ended September 30,							Three Months Ended June 30,
($ in thousands)	($ in thousands)		2020		2019		2020		2019		($ in thousands)		2021		2020
Net income attributable to Hamilton Lane Incorporated	Net income attributable to Hamilton Lane Incorporated		$	21,813	$	15,299	$	25,059	$	26,680	Net income attributable to Hamilton Lane Incorporated		$	28,168	$	3,246
Income (loss) attributable to non-controlling interests in general partnerships	Income (loss) attributable to non-controlling interests in general partnerships		1,732		45		(278)		549		Income (loss) attributable to non-controlling interests in general partnerships		213		(2,010)
Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.		21,054		16,929		24,786		32,497		Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.		19,296		3,732
Loss attributable to non-controlling interests in Hamilton Lane Alliance Holdings I, Inc.											Loss attributable to non-controlling interests in Hamilton Lane Alliance Holdings I, Inc.		(2,996)		—
Incentive fees	Incentive fees		(18,064)		(5,096)		(20,541)		(9,231)		Incentive fees		(5,111)		(2,477)
Incentive fee related compensation (1)	Incentive fee related compensation (1)		8,247		2,392		9,420		4,309		Incentive fee related compensation (1)		2,383		1,173
SPAC related general, administrative and other expenses											SPAC related general, administrative and other expenses		359		—
Interest income	Interest income		(93)		(148)		(117)		(428)		Interest income		(423)		(24)
Interest expense	Interest expense		493		745		980		1,562		Interest expense		1,165		487
Income tax expense	Income tax expense		12,169		2,676		14,093		7,013		Income tax expense		11,964		1,924
Equity in (income) loss of investees	Equity in (income) loss of investees		(17,979)		(3,664)		3,224		(9,877)		Equity in (income) loss of investees		(20,278)		21,203
Non-operating loss			(875)		(4,957)		(600)		(4,078)
Non-operating (income) expense											Non-operating (income) expense		(1,359)		275
Fee Related Earnings	Fee Related Earnings		$	28,497	$	24,221	$	56,026	$	48,996	Fee Related Earnings		$	33,381	$	27,529
Depreciation and amortization	Depreciation and amortization		973		806		1,977		1,608		Depreciation and amortization		1,378		1,004
Equity-based compensation	Equity-based compensation		1,803		1,756		3,551		3,483		Equity-based compensation		2,341		1,748
Incentive fees	Incentive fees		18,064		5,096		20,541		9,231		Incentive fees		5,111		2,477
Incentive fees attributable to non-controlling interests	Incentive fees attributable to non-controlling interests		(702)		(61)		(710)		(160)		Incentive fees attributable to non-controlling interests		(95)		(8)
Incentive fee related compensation (1)	Incentive fee related compensation (1)		(8,247)		(2,392)		(9,420)		(4,309)		Incentive fee related compensation (1)		(2,383)		(1,173)
Interest income	Interest income		93		148		117		428		Interest income		423		24
Adjusted EBITDA	Adjusted EBITDA		$	40,481	$	29,574	$	72,082	$	59,277	Adjusted EBITDA		$	40,156	$	31,601

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

3432

Non-GAAP Earnings Per Share

Non-GAAP earnings per share measures our per-share earnings excluding certain significant items that we believe are not indicative of our core performance and assuming all Class B and Class C units in HLA were exchanged for Class A common stock in HLI. Non-GAAP earnings per share is calculated as adjusted net income divided by adjusted shares outstanding. Adjusted net income is income before taxes fully taxed at our estimated statutory tax rate. We believe adjusted net income and non-GAAP earnings per share isare useful to investors because ~~it enables~~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 and adjusted shares outstanding to weighted-average shares of Class A common stock outstanding for the three ~~and six~~ months ended ~~September~~June 30, ~~2020~~2021 and ~~2019:~~2020:


		Three Months Ended September 30,	Six Months Ended September 30,									Three Months Ended June 30,
(in thousands, except share and per-share amounts)	(in thousands, except share and per-share amounts)		2020		2019		2020		2019		(in thousands, except share and per-share amounts)		2021		2020
Net income attributable to Hamilton Lane Incorporated	Net income attributable to Hamilton Lane Incorporated		$	21,813	$	15,299	$	25,059	$	26,680	Net income attributable to Hamilton Lane Incorporated		$	28,168	$	3,246
Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.		21,054		16,929		24,786		32,497		Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.		19,296		3,732
Income tax expense	Income tax expense		12,169		2,676		14,093		7,013		Income tax expense		11,964		1,924
Adjusted pre-tax net income	Adjusted pre-tax net income		55,036		34,904		63,938		66,190		Adjusted pre-tax net income		59,428		8,902
Adjusted income taxes (1)	Adjusted income taxes (1)		(13,043)		(8,308)		(15,153)		(15,753)		Adjusted income taxes (1)		(14,144)		(2,110)
Adjusted net income	Adjusted net income		$	41,993	$	26,596	$	48,785	$	50,437	Adjusted net income		$	45,284	$	6,792

Weighted-average shares of Class A common stock outstanding - diluted	Weighted-average shares of Class A common stock outstanding - diluted		33,204,126		27,632,890		31,830,772		27,341,594		Weighted-average shares of Class A common stock outstanding - diluted		36,128,994		30,440,152
Exchange of Class B and Class C units in HLA (2)	Exchange of Class B and Class C units in HLA (2)		20,418,672		25,914,311		21,768,628		26,166,086		Exchange of Class B and Class C units in HLA (2)		17,553,234		23,133,418
Adjusted shares outstanding	Adjusted shares outstanding		53,622,798		53,547,201		53,599,400		53,507,680		Adjusted shares outstanding		53,682,228		53,573,570

Non-GAAP earnings per share	Non-GAAP earnings per share		$	0.78	$	0.50	$	0.91	$	0.94	Non-GAAP earnings per share		$	0.84	$	0.13

(1) Represents corporate income taxes at our estimated statutory tax rate of ~~23.7%~~23.8% and ~~23.8%~~23.7% for the three ~~and six~~ month periods ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, applied to adjusted pre-tax net income. The 23.8% is based on a federal tax statutory rate of 21.0% and a combined state income tax rate net of federal benefits of 2.8%. The 23.7% is based on a federal tax statutory rate of 21.0% and a combined state income tax rate net of federal benefits of 2.7%~~. The 23.8% is based on a federal tax statutory rate of 21.0% and a combined state income tax rate net of federal benefits of 2.8%~~.

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

3533

Investment Performance

The following tables present information relating to the historical performance of our discretionary investment accounts. The data for these investments is presented from the ~~vintage~~ date indicated through ~~June 30, 2020~~March 31, 2021 and have not been adjusted to reflect acquisitions or disposals of investments subsequent to that date.

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

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

•the performance of our funds is generally calculated on the basis of the ~~net asset value (“NAV”)~~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; and

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

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

Specialized Fund Performance

We organize, invest and manage specialized primary, secondary, ~~and~~ direct/co-investment funds, strategic opportunity funds and evergreen 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.

3634

Gross Returns — Realized

Fund Vintage
year Fund size ($M) Realized
Capital
invested ($M) Realized
Gross
multiple Realized
Gross
IRR (%) Realized Gross
Spread vs.
S&P 500 PME Realized Gross
Spread vs.
MSCI World PME
Primaries (Diversified)
PEF I 1998 122 117 1.3 5.4% 378 bps 322 bps
PEF IV 2000 250 238 1.7 16.2% 1,302 bps 1,170 bps
PEF V 2003 135 133 1.7 14.3% 849 bps 962 bps
PEF VI 2007 494 479 1.6 12.2% 149 bps 490 bps
PEF VII 2010 262 220 1.6 15.8% 201 bps 621 bps
PEF VIII 2012 427 59 1.2 8.2% (290) bps 77 bps
PEF IX 2015 517 37 1.9 36.3% 2,233 bps 2,540 bps
PEF X 2018 278 N/A N/A N/A N/A N/A
Secondaries
Pre-Fund - - 362 1.5 17.1% 1,330 bps 1,173 bps
Secondary Fund I 2005 360 353 1.2 5.2% 113 bps 341 bps
Secondary Fund II 2008 591 559 1.5 21.7% 659 bps 1,073 bps
Secondary Fund III 2012 909 543 1.5 19.6% 695 bps 1,107 bps
Secondary Fund IV 2016 1,916 158 1.9 35.2% 2,185 bps 2,497 bps
Secondary Fund V 2019 2,225 N/A N/A N/A N/A N/A
Co-investments
Pre-Fund - - 244 1.9 21.3% 1,656 bps 1,600 bps
Co-Investment Fund 2005 604 450 1.2 3.3% (268) bps (17) bps
Co-Investment Fund II 2008 1,195 850 2.5 21.5% 928 bps 1,309 bps
Co-Investment Fund III 2014 1,243 313 2.3 43.1% 3,004 bps 3,352 bps
Co-Investment Fund IV 2018 1,698 38 2.4 64.7% 5,499 bps 6,013 bps
Fund Vintage
year Fund size ($M) Realized
Capital
invested ($M) Realized
Gross
multiple Realized
Gross
IRR (%) Realized Gross
Spread vs.
CS HY II PME Realized Gross
Spread vs.
CS LL PME
Strategic Opportunities (Tail-end secondaries and credit)
Strat Opps 2015 2015 71 50 1.3 17.8% 812 bps 1,179 bps
Strat Opps 2016 2016 214 114 1.2 21.6% 1,355 bps 1,593 bps
Strat Opps 2017 2017 435 205 1.2 18.4% 1,467 bps 1,462 bps
Strat Opps 2018 2018 889 126 1.1 13.7% 1,482 bps 1,719 bps
Strat Opps 2019 2019 762 N/A N/A N/A N/A N/A


Fund	Vintage year	Fund size ($M)	Realized Capital invested ($M)	Realized Gross multiple	Realized Gross IRR (%)	Realized Gross Spread vs. S&P 500 PME	Realized Gross Spread vs. MSCI World PME
Primaries (Diversified)
PEF I	1998	122	117	1.3	5.4%	378 bps	322 bps
PEF IV	2000	250	238	1.7	16.2%	1,302 bps	1,170 bps
PEF V	2003	135	133	1.7	14.2%	841 bps	950 bps
PEF VI	2007	494	498	1.7	12.1%	106 bps	442 bps
PEF VII	2010	262	245	1.7	15.3%	97 bps	498 bps
PEF VIII	2012	427	117	1.5	14.8%	115 bps	471 bps
PEF IX	2015	517	39	3.0	44.2%	2,871 bps	3,183 bps
PEF X	2018	278	N/A	N/A	N/A	N/A	N/A
Secondaries
Pre-Fund	-	-	362	1.5	17.1%	1,329 bps	1,172 bps
Secondary Fund I	2005	360	353	1.2	5.2%	113 bps	341 bps
Secondary Fund II	2008	591	596	1.5	19.9%	460 bps	877 bps
Secondary Fund III	2012	909	648	1.6	19.1%	542 bps	931 bps
Secondary Fund IV	2016	1,916	214	2.2	40.5%	2,483 bps	2,796 bps
Secondary Fund V	2019	3,929	20	1.9	158.1%	12,823 bps	12,977 bps
Co-investments
Pre-Fund	-	-	244	1.9	21.3%	1,655 bps	1,600 bps
Co-Investment Fund	2005	604	561	1.0	0.2%	(554) bps	(304) bps
Co-Investment Fund II	2008	1,195	849	2.5	21.5%	915 bps	1,292 bps
Co-Investment Fund III	2014	1,243	408	2.5	37.4%	2,325 bps	2,661 bps
Co-Investment Fund IV	2018	1,698	98	2.5	49.7%	3,378 bps	3,744 bps

Fund	Vintage year	Fund size ($M)	Realized Capital invested ($M)	Realized Gross multiple	Realized Gross IRR (%)	Realized Gross Spread vs. CS HY II PME	Realized Gross Spread vs. CS LL PME
Strategic Opportunities (Tail-end secondaries and credit)
Strat Opps 2015	2015	71	52	1.3	17.3%	759 bps	1,126 bps
Strat Opps 2016	2016	214	134	1.3	18.5%	1,104 bps	1,327 bps
Strat Opps 2017	2017	435	275	1.3	16.2%	1,166 bps	1,234 bps
Strat Opps 2018	2018	889	345	1.2	15.0%	1,149 bps	1,398 bps
Strat Opps 2019	2019	762	116	1.2	16.2%	1,107 bps	1,262 bps
Strat Opps 2020	2021	898	N/A	N/A	N/A	N/A	N/A

3735

Gross Returns — Realized and Unrealized

Fund Vintage
year Fund size ($M) Capital invested
($M) Gross multiple Net Multiple Gross IRR (%) Net
IRR (%) Gross Spread vs.
S&P 500 PME Net Spread vs. S&P 500 PME Gross Spread vs. MSCI World PME Net Spread vs. MSCI World PME
Primaries (Diversified)
PEF I 1998 122 117 1.3 1.2 5.4% 2.5% 378 bps 76 bps 322 bps 16 bps
PEF IV 2000 250 238 1.7 1.5 16.2% 11.2% 1,302 bps 828 bps 1,170 bps 708 bps
PEF V 2003 135 133 1.7 1.6 14.3% 9.7% 849 bps 375 bps 962 bps 482 bps
PEF VI 2007 494 512 1.6 1.6 11.6% 8.8% 81 bps (161) bps 423 bps 175 bps
PEF VII 2010 262 284 1.5 1.5 12.4% 8.5% (96) bps (473) bps 321 bps (65) bps
PEF VIII 2012 427 404 1.2 1.2 7.8% 5.2% (341) bps (618) bps 29 bps (254) bps
PEF IX 2015 517 433 1.4 1.3 15.9% 13.6% 429 bps 241 bps 792 bps 605 bps
PEF X 2018 278 102 1.1 1.0 8.5% 1.9% (82) bps (900) bps 357 bps (483) bps
Secondaries
Pre-Fund - - 362 1.5 N/A 17.1% N/A 1,330 bps N/A 1,173 bps N/A
Secondary Fund I 2005 360 353 1.2 1.2 5.2% 3.8% 113 bps (61) bps 341 bps 159 bps
Secondary Fund II 2008 591 596 1.5 1.4 20.1% 13.9% 491 bps (145) bps 911 bps 263 bps
Secondary Fund III 2012 909 830 1.4 1.3 13.5% 11.1% 110 bps (161) bps 517 bps 250 bps
Secondary Fund IV 2016 1,916 1,920 1.3 1.3 17.7% 17.9% 656 bps 812 bps 1,056 bps 1,217 bps
Secondary Fund V 2019 2,225 400 1.1 1.1 27.1% 25.6% 2,244 bps 1,022 bps 2,762 bps 827 bps
Co-investments
Pre-Fund - - 244 1.9 N/A 21.3% N/A 1,656 bps N/A 1,600 bps N/A
Co-Investment Fund 2005 604 577 1.0 0.9 0.2% (1.3)% (568) bps (743) bps (317) bps (497) bps
Co-Investment Fund II 2008 1,195 1,140 2.0 1.8 18.1% 14.3% 598 bps 211 bps 985 bps 594 bps
Co-Investment Fund III 2014 1,243 1,258 1.6 1.5 16.9% 13.5% 529 bps 208 bps 894 bps 567 bps
Co-Investment Fund IV 2018 1,698 1,180 1.2 1.1 15.5% 11.6% 647 bps 92 bps 1,051 bps 477 bps
Fund Vintage
year Fund size ($M) Capital invested
($M) Gross multiple Net Multiple Gross IRR (%) Net
IRR (%) Gross Spread vs.
CS HY II PME Net Spread vs. CS HY II PME Gross Spread vs. CS LL PME Net Spread vs. CS LL PME
Strategic Opportunities (Tail-end secondaries and credit)
Strat Opps 2015 2015 71 67 1.3 1.2 14.1% 10.8% 563 bps 237 bps 876 bps 546 bps
Strat Opps 2016 2016 214 214 1.2 1.2 11.2% 8.9% 551 bps 334 bps 717 bps 499 bps
Strat Opps 2017 2017 435 445 1.2 1.2 11.2% 8.8% 817 bps 562 bps 878 bps 640 bps
Strat Opps 2018 2018 889 841 1.1 1.1 7.7% 6.1% 659 bps 479 bps 843 bps 659 bps
Stat Opps 2019 2019 762 211 1.0 1.0 5.3% 2.2% 1,359 bps 125 bps 1,341 bps 18 bps


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	362 bps	950 bps	466 bps
PEF VI	2007	494	513	1.6	1.6	11.7%	8.8%	61 bps	(184) bps	396 bps	145 bps
PEF VII	2010	262	286	1.6	1.6	13.3%	9.4%	(97) bps	(475) bps	300 bps	(84) bps
PEF VIII	2012	427	414	1.4	1.4	10.2%	7.5%	(406) bps	(681) bps	(73) bps	(347) bps
PEF IX	2015	517	465	1.7	1.7	21.1%	19.2%	494 bps	279 bps	809 bps	591 bps
PEF X	2018	278	142	1.3	1.2	21.5%	16.4%	(79) bps	(815) bps	219 bps	(536) bps
Secondaries
Pre-Fund	-	-	362	1.5	N/A	17.1%	N/A	1,329 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	596	1.5	1.4	19.9%	13.6%	460 bps	(182) bps	877 bps	223 bps
Secondary Fund III	2012	909	831	1.4	1.4	14.3%	12.0%	63 bps	(193) bps	448 bps	197 bps
Secondary Fund IV	2016	1,916	2,007	1.5	1.5	22.1%	23.0%	447 bps	540 bps	776 bps	864 bps
Secondary Fund V	2019	3,929	1,216	1.4	1.5	61.7%	93.9%	3,485 bps	5,413 bps	3,785 bps	5,540 bps
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	577	1.0	0.9	0.2%	(1.3)%	(570) bps	(746) bps	(319) bps	(501) bps
Co-Investment Fund II	2008	1,195	1,147	2.0	1.8	17.9%	14.2%	555 bps	167 bps	935 bps	542 bps
Co-Investment Fund III	2014	1,243	1,261	2.1	1.8	22.0%	18.6%	719 bps	389 bps	1,050 bps	714 bps
Co-Investment Fund IV	2018	1,698	1,438	1.6	1.5	30.7%	29.9%	1,003 bps	751 bps	1,290 bps	1,022 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	14.0%	10.7%	534 bps	209 bps	850 bps	519 bps
Strat Opps 2016	2016	214	214	1.3	1.2	12.4%	9.9%	571 bps	330 bps	758 bps	517 bps
Strat Opps 2017	2017	435	447	1.3	1.2	12.8%	10.2%	773 bps	502 bps	878 bps	622 bps
Strat Opps 2018	2018	889	844	1.2	1.2	11.6%	9.6%	616 bps	365 bps	851 bps	602 bps
Stat Opps 2019	2019	762	633	1.1	1.1	12.7%	10.6%	450 bps	(59) bps	625 bps	98 bps
Stat Opps 2020	2021	898	50	1.0	1.0	2.9%	N/A	(377) bps	N/A	291 bps	N/A

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 ~~June 30, 2020.~~March 31, 2021. Gross IRR is presented net of management fees, carried interest and expenses charged by the general partners of the underlying investments, but does not include our management fees, carried interest or expenses. Our gross IRR would decrease with the inclusion of our management fees, carried interest and expenses. Net IRR is net of all management fees, carried interest and expenses charged by the general partners of the underlying investments, as well as by us. Net IRR figures for our funds do not include cash flows attributable to the general partner. Note that secondary portfolio IRRs can be initially impacted by purchase discounts (or premiums) paid at the closing of a transaction, the impact of which will diminish over time.

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

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

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

Liquidity and Capital Resources

Historical Liquidity and Capital Resources

We have managed our historical liquidity and capital requirements primarily through the receipt of management and advisory fee revenues. Our primary cash flow activities involve: (1) generating cash flow from operations, which largely includes management and advisory fees; (2) realizations generated from our investment activities; (3) funding capital commitments that we have made to certain of our specialized funds and customized separate accounts; (4) making dividend payments to our stockholders and distributions to holders of HLA units; and (5) borrowings, interest payments and repayments under our outstanding debt. As of ~~September~~June 30, ~~2020~~2021 and March 31, ~~2020,~~2021, our cash and cash equivalents, including investments in money market funds, were ~~$82.0~~$73.1 million and ~~$50.1~~$87.0 million, respectively.

Our material sources of cash from our operations include: (1) management and advisory fees, which are collected monthly or quarterly; (2) incentive fees, which are volatile and largely unpredictable as to

amount and timing; and (3) fund distributions related to investments in our specialized funds and certain customized separate accounts that we manage. We use cash flow from operations primarily to pay compensation and related expenses, general, administrative and other expenses, debt service, capital expenditures and distributions to our owners and to fund commitments to certain of our specialized funds and customized separate accounts. If cash flow from operations were insufficient to fund distributions to our owners, we expect that we would suspend paying such distributions.

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

Loan Agreements

~~In August 2017, we entered into the~~We maintain a Term Loan and Security Agreement, ~~(as~~as amended ~~the~~(the “Term Loan Agreement”) ~~and the~~, a Revolving Loan and Security Agreement, ~~(as~~as amended ~~the~~(the “Revolving Loan Agreement”), and a Multi-Draw Term Loan and Security Agreement, as amended (the “Multi-Draw Term Loan Agreement” and, together with ~~First Republic Bank. Proceeds from these agreements were utilized to pay off the outstanding principal amount and accrued interest of the predecessor credit facility. In March 2020,~~ the Term Loan Agreement ~~was amended to include an incremental term advance of approximately $9 million on~~and the ~~closing date of~~Revolving Loan Agreement, the ~~amendment (increasing the outstanding balance to $75 million)~~“Loan Agreements”), ~~provide for additional uncommitted term advances not to exceed $25 million in the aggregate for~~with First Republic Bank (“First Republic”). The Term Loan Agreement has a ~~period of three years from the closing date of the amendment, revise the principal amortization schedule beginning July 1, 2020 through the~~ maturity date of July 1, 2027 and ~~change~~ the interest rate tois a floating per annum rate equal to the prime rate minus 1.50% subject to a floor of 2.25%. ~~In addition,~~As of June 30, 2021, we had an outstanding balance of $73.1 million under the Term Loan Agreement. We are entitled to request additional uncommitted term advances not to exceed $25 million in the aggregate, as well as additional committed term advances not to exceed $25 million in the aggregate through March 24, 2023.

The Revolving Loan ~~Agreement’s~~Agreement provides that the aggregate outstanding balance will not exceed $25 million and has a maturity date ~~was amended to~~of March 24, ~~2023 and the~~2023. The interest rate ~~was changed to~~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, 2021, we did not have any outstanding balance under the Revolving Loan Agreement.

~~In March 2020, we also entered into a~~The Multi-Draw Term Loan ~~and Security~~ Agreement ~~(as amended, the “Multi-Draw Term Loan Agreement”, and, together with the Term Loan Agreement and Revolving Loan Agreement, the “Loan Agreements”) with First Republic Bank, which~~ provides for a term loan in the aggregate principal amount of ~~$75~~$100 million with a maturity date of July 1, 2030. ~~In September 2020, the Multi-Draw Term Loan Agreement was amended to provide that advances~~Advances may be drawn through ~~September 30, 2021~~March 31, 2022 and ~~to decrease~~ the interest rate tois a fixed per annum rate of ~~3.5%~~3.50%. As of June 30, 2021, we had an outstanding balance of $75.0 million under the 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, 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 ~~September~~June 30, ~~2020~~2021 and March 31, ~~2020,~~2021, the principal amount of debt outstanding equaled ~~$74.5~~$148.1 million and ~~$75.0~~$163.6 million, respectively.

Future Sources and Uses of Liquidity

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

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

We currently sponsor a SPAC and intend to sponsor additional SPACs in the future, depending on market and other conditions, which will require an initial investment of capital from us that we may be unable to recover if a suitable target company for the SPAC is not identified within the prescribed timeframe.

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 of our Class A common stock under the Stock Repurchase Program, and therefore the full purchase authority remains available.

We expect that our primary current and long-term liquidity needs will comprise cash toto: (1) provide capital to facilitate the growth of our ~~business,~~business; (2) fund commitments to our ~~investments,~~investments; (3) pay operating expenses, including cash compensation to our ~~employees,~~employees; (4) make payments under the tax receivable ~~agreement,~~agreement; (5) fund capital ~~expenditures,~~expenditures; (6) pay interest and principal due on our outstanding ~~debt,~~debt; (7) pay income ~~taxes,~~taxes; (8) make dividend payments to our stockholders and distributions to holders of HLA units in accordance with our distribution ~~policy,~~policy; (9) settle exchanges of HLA membership interests by direct and indirect owners of HLA pursuant to our exchange agreement from time to ~~time~~time; (10) fund SPACs sponsored by us; and ~~(10)~~(11) fund purchases of our Class A common stock pursuant to the Stock Repurchase Program.

We are required to maintain minimum net capital balances for regulatory purposes for our Hong Kong, United Kingdom and broker-dealer subsidiaries. These net capital requirements are met by retaining cash. As a result, we may be restricted in our ability to transfer cash between different operating entities and jurisdictions. As of each of ~~September~~June 30, ~~2020~~2021 and March 31, ~~2020,~~2021, we were required to maintain approximately $3.0 million 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

4139

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 existing direct and indirect members of HLA.

Cash Flows

~~Six~~Three Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~

Six Months Ended September 30,
($ in thousands) 2020 2019
Net cash provided by operating activities $ 89,634 $ 66,203
Net cash used in investing activities (17,351) (10,780)
Net cash used in financing activities (40,594) (31,945)
2020


	Three Months Ended June 30,
($ in thousands)	2021		2020
Net cash provided by operating activities	$	32,389	$	47,455
Net cash used in investing activities	(4,431)		(6,074)
Net cash used in financing activities	(42,087)		(20,343)

Operating Activities

Our operating activities generally reflect our earnings in the respective periods after adjusting for significant non-cash activity, including equity in income (loss) 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, 2021 and 2020, our net cash ~~flow~~ provided by operating activities was ~~$89.6 million and $66.2 million during the six months ended September 30, 2020 and 2019, respectively. These operating cash flows were~~ driven primarily ~~by:~~

•~~net income~~by receipts of ~~$49.6 million~~management fees and ~~$59.7 million during the six months ended September 30, 2020~~incentive fees offset by payment of operating expenses, which includes compensation and ~~2019, respectively;~~

•~~change in deferred income taxes of $8.7 million~~benefits and ~~$4.7 million during the six months ended September 30, 2020~~general, administrative and ~~2019, respectively; and~~

•net increase in operating assets and liabilities of $22.6 million and $6.5 million during the six months ended September 30, 2020 and 2019, respectively, primarily for the accruals related to our annual bonus program that is paid in March.other expenses.

Investing Activities

Our investing activities generally reflect cash used for acquisitions, fixed asset purchases and contributions to and distributions from our investments. For the three months ended June 30, 2021 and 2020, our net cash ~~flow~~ used in investing activities was ~~$17.4 million and $10.8 million during the six months ended September 30, 2020 and 2019, respectively. These amounts were~~ driven primarily ~~by:~~

•by purchases of furniture, fixtures and equipment and net contributions to ~~investments of $14.7 million and $11.9 million~~our funds. Additionally, during the ~~six~~three months ended ~~September~~June 30, ~~2020 and 2019, respectively;~~

•~~proceeds~~2021, we received a distribution from one of our investments valued under the ~~sale of a technology investment of $6.4 million during~~measurement alternative which was partially offset by the ~~six months ended September 30, 2019; and~~

•~~purchases of other investments of $4.0 million during the six months ended September 30, 2019.~~cash paid to acquire 361 Capital, LLC.

Financing Activities

Our 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, 2021 and 2020, our net cash ~~flow~~ used in financing activities was ~~$40.6 million and $31.9 million during the six months ended September 30, 2020 and 2019, respectively. Cash used in financing activities was attributable~~driven primarily ~~to:~~

•by dividends paid ~~of $18.1 million~~to shareholders and ~~$13.0 million during the six months ended September 30, 2020 and 2019, respectively;~~

•distributions to HLA ~~members of $21.6 million and $32.7 million~~members. Additionally, during the ~~six~~three months ended ~~September~~June 30, ~~2020 and 2019, respectively; and~~

•~~secured financing proceeds received of $15.8 million during~~2021, we repaid the ~~six months ended September 30, 2019.~~outstanding balance on our Revolving Loan Agreement.

Off-Balance Sheet Arrangements

There have been no material changes in our off-balance sheet arrangements discussed in our ~~2020~~2021 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 ~~2020~~2021 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 ~~2020~~2021 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. ~~We had $3.7 million of deferred incentive fee revenue on our balance sheet as of September 30, 2020.~~ 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 ~~September~~June 30, ~~2020,~~2021, we had ~~$74.5~~$148.1 million in borrowings outstanding under our Loan Agreements. The annual interest rate on the Term Loan Agreement, which is at the prime rate minus 1.50%, subject to a floor of 2.25%, was 2.25% as of ~~September~~June 30, ~~2020.~~2021. 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 2.25% as of ~~September~~June 30, ~~2020.~~2021.

Based on the floating rate component of ~~the Term~~our Loan ~~Agreement and the Revolving Loan Agreement~~Agreements payable as of ~~September~~June 30, ~~2020,~~2021, we estimate that a 100 basis point increase in interest rates would result in increased interest expense ~~related to the loan~~ of $0.4 million over the next 12 months.

Credit Risk

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

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of ~~September~~June 30, ~~2020.~~2021. Our disclosure controls and procedures are intended to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

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

Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at ~~September~~June 30, ~~2020.~~2021.

Changes in Internal Control over Financial Reporting

There have been no changes to our internal control over financial reporting during the quarter ended ~~September~~June 30, ~~2020~~2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


			4543

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 ~~2020~~2021 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 ~~September~~June 30, ~~2020:~~2021:

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)
July 1-31, 2020 — $ — — $ 50,000,000
August 1-31, 2020 511 $ 69.82 — $ 50,000,000
September 1-30, 2020 — $ — — $ 50,000,000
Total 511 $ 69.82


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, 2021	—	$	—	—	$	50,000,000
May 1-31, 2021	—	$	—	—	$	50,000,000
June 1-30, 2021	5,891	$	91.32	—	$	50,000,000
Total	5,891	$	91.32	—	$	50,000,000

(1) Shares of Class A common stock tendered by an employee as payment of taxes withheld on the vesting of restricted stock granted under HLI’s 2017 Equity Incentive Plan.

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

4644

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 3/10/17 001-38021
3.2
Amended and Restated Bylaws of Hamilton Lane Incorporated
10-K 3.2 6/27/17 001-38021
10.1
Second Amendment to Term Loan and Security Agreement, dated as of September 30, 2020, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C.
X
10.2
Second Amendment to Revolving Loan and Security Agreement, dated as of September 30, 2020, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C.
X
10.3
First Amendment to Multi-Draw Term Loan and Security Agreement, dated as of September 30, 2020, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C.
X
31.1
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32‡
Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 The following financial information from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Income; (iii) the Condensed Consolidated Statements of Comprehensive Income; (iv) the Condensed Consolidated Statements of Stockholders’ Equity; (v) the Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements. X
104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X

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

3/10/17

001-38021

3.2

Amended and Restated Bylaws of Hamilton Lane Incorporated

10-K

3.2

6/27/17

001-38021

10.1

Third Amendment to Term Loan and Security Agreement, dated April 22, 2021, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C.

8-K

10.1

4/27/21

001-38021

10.2

Second Amendment to Multi-Draw Term Loan and Security Agreement, dated April 22, 2021, by and between First Republic Bank and Hamilton Lane Advisors, L.L.C.

8-K

10.2

4/27/21

001-38021

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

32‡

Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101

The following financial information from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Income; (iii) the Condensed Consolidated Statements of Comprehensive Income; (iv) the Condensed Consolidated Statements of Stockholders’ Equity; (v) the Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements.

104

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

‡ Furnished herewith.


			4745

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 ~~4th~~3rd day of ~~November, 2020.~~August, 2021.


HAMILTON LANE INCORPORATED


By:			/s/ Atul Varma
			Name: Atul Varma
			Title: Chief Financial Officer and Treasurer

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


	Class A Common Stock	Class B Common Stock
March 31, 2020	29,842,784	22,049,727
Shares issued (repurchased) in connection with registered offerings	5,056,895	(4,208,516)
Forfeitures	(1,159)	0
Shares repurchased for employee tax withholdings	(511)	0
Shares issued pursuant to Employee Share Purchase Plan	12,633	0
September 30, 2020	34,910,642	17,841,211


	Three Months Ended September 30, 2020					Three Months Ended September 30, 2019

	Net income attributable to HLI		Weighted-Average Shares	Per share amount		Net income attributable to HLI		Weighted-Average Shares	Per share amount
Basic EPS of Class A common stock	$	21,813	32,962,046	$	0.66	$	15,299	27,229,152	$	0.56
Adjustment to net income:
Assumed vesting of employee awards	60					110
Effect of dilutive securities:
Assumed vesting of employee awards			242,080					403,738
Diluted EPS of Class A common stock	$	21,873	33,204,126	$	0.66	$	15,409	27,632,890	$	0.56


	Six Months Ended September 30, 2020					Six Months Ended September 30, 2019

	Net income attributable to HLI		Weighted-Average Shares	Per share amount		Net income attributable to HLI		Weighted-Average Shares	Per share amount
Basic EPS of Class A common stock	$	25,059	31,607,192	$	0.79	$	26,680	26,969,363	$	0.99
Adjustment to net income:
Assumed vesting of employee awards	68					181
Effect of dilutive securities:
Assumed vesting of employee awards			223,580					372,231
Diluted EPS of Class A common stock	$	25,127	31,830,772	$	0.79	$	26,861	27,341,594	$	0.98