HLNE 10-Q Quarterly Report Sept. 30, 2018

HAMILTON LANE INC

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10-Q 1 hlne9301810q.htm 10-Q Document




	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549


	FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2018
or
o 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 (State or other jurisdiction of incorporation or organization)	26-2482738 (I.R.S. Employer Identification No.)
	One Presidential Blvd., 4 ^th Floor Bala Cynwyd, PA (Address of principal executive offices)	19004 (Zip Code)
	(610) 934-2222 (Registrant’s telephone number, including area code)

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 o	Accelerated filer x
Non-accelerated filer o	Smaller reporting company o
Emerging growth company x

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. x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o 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 5, 2018, there were 25,919,710 shares of the registrant’s Class A common stock, par value $0.001, and 24,228,382 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 September 30, 2018 and March 31, 2018	3
Condensed Consolidated Statements of Income for the three and six months ended September 30, 2018 and 2017	4
Condensed Consolidated Statements of Comprehensive Income for the three and six months ended September 30, 2018 and 2017	5
Condensed Consolidated Statements of Stockholders’ Equity for the six months ended September 30, 2018	6
Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2018 and 2017	7
Notes to Condensed Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Qualitative and Quantitative Disclosures about Market Risk	41
Item 4. Controls and Procedures	42
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	44
Item 1A. Risk Factors	44
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 6. Exhibits	45
Signatures	46

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, risk, changes in our regulatory environment and tax status; market conditions generally; our ability to access suitable investment opportunities for our clients; our ability to maintain our fee structure; our ability to attract and retain key employees; our ability to manage our obligations under our debt agreements; defaults by clients and third-party investors on their obligations to us; our ability to comply with investment guidelines set by our clients; our ability to consummate planned acquisitions and successfully integrate the acquired businesses with ours; 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, 2018 (our “2018 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,
	2018		2018
Assets
Cash and cash equivalents	$	75,181	$	47,596
Restricted cash	2,176		1,787
Fees receivable	13,678		14,924
Prepaid expenses	2,855		2,301
Due from related parties	1,791		3,236
Furniture, fixtures and equipment, net	7,096		4,782
Investments	134,256		137,253
Deferred income taxes	108,439		73,381
Other assets	10,769		8,535
Total assets	$	356,241	$	293,795
Liabilities and Equity
Accounts payable	$	476	$	1,700
Accrued compensation and benefits	30,399		8,092
Deferred incentive fee revenue	3,704		6,245
Debt	72,802		84,162
Accrued members’ distribution	8,715		11,837
Payable to related parties pursuant to tax receivable agreement	65,048		34,133
Dividends payable	4,729		3,893
Other liabilities	8,221		7,659
Total liabilities	194,094		157,721

Commitments and contingencies (Note 14)

Preferred stock, $0.001 par value, 10,000,000 authorized, none issued	—		—
Class A common stock, $0.001 par value, 300,000,000 authorized; 25,910,442 and 23,139,476 issued and outstanding as of September 30, 2018 and March 31, 2018, respectively	25		22
Class B common stock, $0.001 par value, 50,000,000 authorized; 24,228,382 and 25,700,068 issued and outstanding as of September 30, 2018 and March 31, 2018, respectively	24		26
Additional paid-in-capital	86,089		73,829
Retained earnings	15,178		4,549
Total Hamilton Lane Incorporated stockholders’ equity	101,316		78,426
Non-controlling interests in general partnerships	6,873		7,266
Non-controlling interests in Hamilton Lane Advisors, L.L.C.	53,958		50,382
Total equity	162,147		136,074
Total liabilities and equity	$	356,241	$	293,795

See accompanying notes to the 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,
	2018			2017			2018			2017
Revenues
Management and advisory fees	$	53,248		$	46,298		$	104,227		$	97,982
Incentive fees	2,585			2,411			14,968			3,428
Total revenues	55,833			48,709			119,195			101,410
Expenses
Compensation and benefits	22,771			20,279			49,393			40,241
General, administrative and other	11,695			8,424			22,743			16,882
Total expenses	34,466			28,703			72,136			57,123
Other income (expense)
Equity in income of investees	5,276			4,252			5,162			10,171
Interest expense	(728		)	(3,512		)	(1,493		)	(4,618		)
Interest income	43			89			85			405
Other non-operating income (loss)	12,194			87			12,059			(19		)
Total other income	16,785			916			15,813			5,939
Income before income taxes	38,152			20,922			62,872			50,226
Income tax expense	5,580			2,688			7,197			6,380
Net income	32,572			18,234			55,675			43,846
Less: Income attributable to non-controlling interests in general partnerships	514			84			394			982
Less: Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	20,836			13,462			35,214			32,712
Net income attributable to Hamilton Lane Incorporated	$	11,222		$	4,688		$	20,067		$	10,152

Basic earnings per share of Class A common stock	$	0.49		$	0.26		$	0.89		$	0.56
Diluted earnings per share of Class A common stock	$	0.49		$	0.26		$	0.88		$	0.56
Dividends declared per share of Class A common stock	$	0.2125		$	0.175		$	0.425		$	0.35

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,
	2018		2017		2018		2017
Net income	$	32,572	$	18,234	$	55,675	$	43,846
Amounts reclassified to net income:
Realized loss on cash flow hedge	—		887		—		922
Total other comprehensive income, net of tax	—		887		—		922
Comprehensive income	32,572		19,121		55,675		44,768
Less:
Comprehensive income attributable to non-controlling interests in general partnerships	514		84		394		982
Comprehensive income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	20,836		14,050		35,214		33,323
Total comprehensive income attributable to Hamilton Lane Incorporated	$	11,222	$	4,987	$	20,067	$	10,463

See accompanying notes to the condensed consolidated financial statements.



	5

Hamilton Lane Incorporated

Condensed Consolidated Statement of Stockholders' Equity

(Unaudited)

(In thousands)



	Class A Common Stock		Class B Common Stock			Additional Paid in Capital			Retained Earnings			Non-Controlling Interests in general partnerships			Non- Controlling Interests in Hamilton Lane Advisors, L.L.C.			Total Equity
	Class A Common Stock		Class B Common Stock			Additional Paid in Capital			Retained Earnings			Non-Controlling Interests in general partnerships						Total Equity
Balance at March 31, 2018	$	22	$	26		$	73,829		$	4,549		$	7,266		$	50,382		$	136,074
Cumulative-effect adjustment from adoption of accounting guidance	—		—			411			20			—			566			997
Net income	—		—			—			20,067			394			35,214			55,675
Equity-based compensation	—		—			1,369			—			—			1,851			3,220
Repurchase of Class A shares for employee tax withholding	—		—			(73		)	—			—			(101		)	(174		)
Deferred tax adjustment	—		—			6,170			—			—			—			6,170
Dividends declared	—		—			—			(9,458		)	—			—			(9,458		)
Capital contributions from (distributions to) non-controlling interests, net	—		—			—			—			(787		)	—			(787		)
Member distributions	—		—			—			—			—			(29,568		)	(29,568		)
Secondary offering	3		(2		)	5,891			—			—			(5,894		)	(2		)
Equity reallocation between controlling and non-controlling interests	—		—			(1,508		)	—			—			1,508			—
Balance at September 30, 2018	$	25	$	24		$	86,089		$	15,178		$	6,873		$	53,958		$	162,147

See accompanying notes to the condensed consolidated financial statements.



	6

Hamilton Lane Incorporated

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)



	Six Months Ended September 30,
	2018			2017
Operating activities:
Net income	$	55,675		$	43,846
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,141			910
Change in deferred income taxes	2,866			2,913
Change in payable to related parties pursuant to tax receivable agreement	(839		)	(112		)
Amortization of deferred financing costs	27			139
Write-off of deferred financing costs	—			1,657
Equity-based compensation	3,182			2,988
Equity in income of investees	(5,162		)	(10,171		)
Gain on sale of investments	(11,133		)	—
Proceeds received from investments	7,525			8,025
Other	66			1,028
Changes in operating assets and liabilities:
Fees receivable	1,246			(3,942		)
Prepaid expenses	(554		)	465
Due from related parties	1,445			588
Other assets	(1,533		)	(831		)
Accounts payable	(1,224		)	(583		)
Accrued compensation and benefits	22,307			17,122
Deferred incentive fees	(2,541		)	—
Other liabilities	562			(1,251		)
Net cash provided by operating activities	73,056			62,791
Investing activities:
Purchase of furniture, fixtures and equipment	(3,225		)	(719		)
Proceeds from sales of other investments	22,532			—
Cash paid for acquisition of business	—			(5,414		)
Distributions received from investments	4,105			7,151
Contributions to investments	(14,832		)	(11,910		)
Net cash provided by (used in) investing activities	8,580			(10,892		)
Financing activities:
Proceeds from offering	129,626			—
Purchase of membership interests	(129,626		)	—
Repayments of debt	(11,387		)	(86,100		)
Borrowings of debt, net of deferred financing costs	—			85,066
Contributions from non-controlling interest in general partnerships	17			213
Distributions to non-controlling interest in general partnerships	(804		)	(2,235		)
Repurchase of Class B common stock	(2		)	—
Repurchase of Class A shares for employee tax withholding	(174		)	(680		)
Proceeds received from option exercises	—			313
Dividends paid	(8,622		)	(6,339		)
Members’ distributions	(32,690		)	(25,549		)
Net cash used in financing activities	(53,662		)	(35,311		)
Increase in cash, cash equivalents, and restricted cash	27,974			16,588
Cash, cash equivalents, and restricted cash at beginning of the period	49,383			34,135
Cash, cash equivalents, and restricted cash at end of the period	$	77,357		$	50,723

See accompanying notes to the condensed consolidated financial statements.



	7

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

1. Organization

Hamilton Lane Incorporated (“HLI”) was incorporated in the State of Delaware on December 31, 2007. As of March 6, 2017, following its initial public offering (“IPO”) and related transactions, HLI became a publicly-traded entity, and is a holding company whose principal asset is a controlling equity interest in Hamilton Lane Advisors, L.L.C. (“HLA”). As the sole managing member of HLA, HLI operates and controls all of the business and affairs of HLA, and through HLA, conducts its business. As a result, HLI consolidates HLA’s financial results and reports a non-controlling interest related to the portion of HLA units not owned by HLI. The assets and liabilities of HLA represent substantially all of HLI’s consolidated assets and liabilities with the exception of certain deferred tax assets and liabilities, payable to related parties pursuant to a tax receivable agreement, and dividends payable. As of September 30, 2018 and March 31, 2018 , HLI held approximately 47.4% and 42.1% of the economic interest in HLA. As future exchanges of HLA units occur pursuant to the exchange agreement in place with HLA’s members, the economic interest in HLA held by HLI will increase.

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

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Management believes it has made all necessary adjustments (which consisted of only normal recurring items) so that the condensed consolidated financial statements are presented fairly and that estimates made in preparing the condensed consolidated financial statements are reasonable and prudent. Results of operations for the six months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending March 31, 2019. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of March 31, 2018 included in HLI’s Annual Report on Form 10-K for the fiscal year ended March 31, 2018.

Fair Value of Financial Instruments

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



	8

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)


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


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


•	Level 3: V alues 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 $72,802 as of September 30, 2018 approximated fair value based on then-current market rates for similar debt instruments and is classified as Level II within the fair value hierarchy. As of September 30, 2018 , there were no borrowings outstanding under the revolving loan facility.

Distributions and Dividends

Distributions and dividends are reflected in the condensed consolidated financial statements when declared. Distributions to members represent amounts paid to the non-controlling interest holders of HLA. All distributions received by HLI from HLA are eliminated in the condensed consolidated financial statements.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards update (ASU) No. 2014-09, “ Revenue from Contracts with Customers ” (ASU 2014-09). ASU 2014-09 represents a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to receive in exchange for those goods or services. The Company adopted the new standard on April 1, 2018 using the modified retrospective approach. Refer to Note 3 for additional information related to revenue recognition and impact from the adoption.

In January 2016, the FASB issued ASU 2016-01, “ Recognition and Measurement of Financial Assets and Financial Liabilities” (ASU 2016-01) , which requires entities to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those years, and entities may early adopt. The Company adopted the standard on April 1, 2018 and the adoption did not have a material impact on its condensed consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, “ Leases” (ASU 2016-02). The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the consolidated balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the consolidated income statement. ASU 2016-02 is effective for annual periods beginning after

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

December 15, 2018, including interim periods within those annual periods, with early adoption permitted. The Company expects its total assets and total liabilities on its condensed consolidated balance sheets to increase upon adoption of this guidance as a result of recording a lease asset and lease liability related to operating leases. The Company is continuing to evaluate the impact that this guidance will have on its consolidated financial statements. The Company expects to adopt the standard on April 1, 2019.

In August 2016, the FASB issued ASU No. 2016-15, “ Classification of Certain Cash Receipts and Payments ” (ASU 2016-15). ASU 2016-15 clarifies cash flow classification of several discrete cash flows issues including debt prepayment costs and distributions received from equity method investees. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted the standard on April 1, 2018 and the adoption did not have a material impact on its condensed consolidated financial statements.

Reclassifications

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

3. Revenue Recognition

On April 1, 2018, the Company adopted the new Accounting Standards Codification 606, “ Revenue from Contracts with Customers ,” using the modified retrospective method and applied the guidance only to contracts that were not completed as of that date. As a result, prior period amounts continue to be reported under legacy GAAP. The adoption did not change the historical pattern of recognizing revenue for management and advisory fees and incentive fees. The Company recorded a cumulative-effect adjustment which increased beginning additional paid-in-capital, retained earnings and non-controlling interest in Hamilton Lane Advisors, L.L.C. by $411 , $20 and $566 , respectively. The adjustment related to commission payments that are considered a cost of obtaining a contract under the new guidance and are capitalized and amortized over the expected life of the contractual relationship. These amounts were previously expensed when incurred.

Management and advisory fees

The Company earns management fees from services provided to its specialized funds, customized separate accounts, and distribution management clients, and advisory fees from services provided to advisory clients where the Company does not have discretion over investment decisions. Revenue is recognized when control of the promised services is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. Specialized funds are structured as partnerships having multiple investors with a subsidiary of the Company serving as general partner or managing member. Customized separate accounts are generally contractual arrangements involving an investment management agreement between the Company and a single client. In some cases, a customized separate account will be structured as a partnership with a subsidiary of the Company serving as general partner or managing member. The Company determined that the partnership is generally considered to be the customer with respect to specialized funds, while the individual investor or single limited partner is the customer with respect to customized separate accounts and advisory clients.

Management fees generally exclude the reimbursement of any partnership expenses paid by the Company on behalf of its customers pursuant to its contracts, including amounts related to professional fees and other fund administrative expenses. For the professional and administrative services performed by third parties that the Company arranges for the partnerships, the Company concluded that the nature of its promise is to arrange for the services to be provided and it does not control the services provided by

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

third parties before they are transferred to the customer. Therefore, the Company is acting as an agent. Accordingly, the reimbursement for these professional fees paid on behalf of the partnerships is generally presented on a net basis.

The Company also incurs certain costs, primarily employee travel, organization and syndication costs, for which it receives reimbursement from its customer in connection with satisfying these performance obligations. For reimbursable travel, organization and syndication costs, the Company concluded it controls the services provided by its employees and other parties and therefore is a principal. Accordingly, the Company records the reimbursement for these costs incurred on a gross basis as revenue in management and advisory fees and as expense in general, administrative and other expenses in the Condensed Consolidated Statements of Operations.

The Company considers its performance obligations in its customer contracts to be one of the following based upon the services promised: asset management services, arrangement of administrative services, distribution management services, and reporting services.

For asset management and arrangement of administrative services, the Company satisfies these performance obligations over time as the services are rendered and the customer simultaneously receives and consumes the benefits of the services as they are performed. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised services to the customer. Management fees from these performance obligations for contracts where the Company has discretion over investment decisions are generally calculated by applying a percentage to unaffiliated committed capital or net invested capital under management and are usually billed quarterly. For many partnerships, fees are based on committed capital during the investment period and then net invested capital through the remainder of the partnership term. The management fee base is subject to factors outside the Company’s control and therefore estimates of future period management fees are not included in the transaction price, as those estimates would be considered constrained. Advisory fees from these performance obligations for contracts where the Company does not have discretion over investment decisions are generally based upon fixed amounts and are usually billed quarterly.

For distribution management services, the Company satisfies these performance obligations at a point in time when shares are sold/liquidated and the proceeds are delivered and the customer receives and consumes the benefits of the services. Distribution management fees are generally calculated by applying a percentage to the amounts sold/liquidated and are billed at the completion of each transaction.

For reporting services, the Company satisfies these performance obligations over time as the services are rendered and the customer simultaneously receives and consumes the benefits of the services as they are performed. Reporting fees are generally calculated by applying a fixed rate multiplied by the number of funds monitored and are billed quarterly.

Incentive Fees

Contracts with certain customized separate accounts and specialized funds provide incentive fees, which generally range from 6% to 12.5% of profits, when investment returns exceed minimum return levels or other performance targets on either an annual or inception to date basis. Investment returns are highly susceptible to market factors and judgments and actions of third parties which are outside of the Company’s control. Accordingly, incentive fees are considered variable consideration and are therefore constrained and not recognized until it is probable that a significant reversal will not occur. Incentive fees from specialized funds and customized separate accounts are generally payable after all contributed capital and the preferred return on that capital has been distributed to investors. Incentive fees received before the revenue recognition criteria have been met are deferred and recorded within deferred incentive fee revenue in the condensed consolidated balance sheets. The Company recognized $14,968 of incentive



	11

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

fees during the six months ended September 30, 2018 of which $2,541 were previously received and deferred.

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



	Three Months Ended September 30,				Six Months Ended September 30,
Management and advisory fees	2018		2017		2018		2017
Customized separate accounts	$	21,106	$	19,609	$	41,493	$	38,393
Specialized funds	22,736		19,244		43,751		44,450
Advisory and reporting	8,315		6,829		16,474		13,479
Distribution management	710		616		1,798		1,660
Fund reimbursement revenue	381		—		711		—
Total management and advisory fees	$	53,248	$	46,298	$	104,227	$	97,982



	Three Months Ended September 30,				Six Months Ended September 30,
Incentive fees	2018		2017		2018		2017
Specialized funds	$	2,085	$	511	$	7,809	$	1,109
Customized separate accounts	500		1,900		7,159		2,319
Total incentive fees	$	2,585	$	2,411	$	14,968	$	3,428

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 $991 as of September 30, 2018 and is included in other assets in the Condensed Consolidated Balance Sheets. Amortization expense related to this contract asset was $114 and $236 for the three and six months ended September 30, 2018 , respectively, and is included in general, administrative and other in the Condensed Consolidated Statements of Income.

4. Investments

Investments consist of the following:



	September 30,		March 31,
	2018		2018
Equity method investments in Partnerships	$	114,563	$	105,389
Equity method investments in Partnerships held by consolidated VIEs	13,996		14,704
Other equity method investments	855		876
Other investments	4,842		16,284
Total Investments	$	134,256	$	137,253



	12

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

Equity method investments

The Company’s equity method investments in Partnerships represent its ownership in certain specialized funds and customized separate accounts. The strategies and geographic location of investments within the Partnerships vary by fund. The Company has a 1% interest in substantially all of the Partnerships. The Company’s other equity method investments represent its ownership in a technology company that provides benchmarking and analytics of private equity data and its ownership in a joint venture that automates the collection of fund and underlying portfolio company data from general partners. The Company recognized equity method income related to its investments in Partnerships and other equity method investments of $5,276 and $5,162 for the three and six months ended September 30, 2018, respectively, and $4,252 and $10,171 for the three and six months ended September 30, 2017, respectively.

Other investments

The Company’s other investments include equity securities in other proprietary investments for which fair value is not readily determinable. The accounting guidance requires equity securities to be recorded at cost and adjusted to fair value at each reporting period. However, the guidance allows for a measurement alternative, which is to record the investments at cost, less impairment, if any, and subsequently adjust for observable price changes of identical or similar investments of the same issuer.

On August 2, 2018, an acquisition of an entity in which the Company held an investment with a carrying amount of $10,798 was completed. The Company received cash proceeds of $17,724 and recorded a gain of $6,926 in connection with the transaction, which was recorded in other non-operating income for the three and six months ended September 30, 2018.

On August 11, 2018, an acquisition of an entity in which the Company held an investment with a carrying amount of $600 was completed. The Company received cash proceeds of $4,807 and recorded a gain of $4,207 in connection with the transaction, which was recorded in other non-operating income for the three and six months ended September 30, 2018.

5. Variable Interest Entities

The Company consolidates certain VIEs in which it is determined that the Company is the primary beneficiary. The consolidated VIEs are general partner entities of the Partnerships, which are not wholly owned by the Company. The total assets of the consolidated VIEs are $13,996 and $14,704 as of September 30, 2018 and March 31, 2018 , respectively, and are recorded in Investments in the Condensed Consolidated Balance Sheets. The consolidated VIEs had no liabilities as of September 30, 2018 and March 31, 2018 other than deferred incentive fee revenue of $3,704 and $6,245 as of September 30, 2018 and March 31, 2018 , respectively. The assets of the consolidated VIEs may only be used to settle obligations of the consolidated VIEs, if any. In addition, there is no recourse to the Company for the consolidated VIEs’ liabilities, except for certain entities in which there could be a claw back of previously distributed carried interest.

The Company holds variable interests in certain Partnerships that are VIEs, which are not consolidated, as it is determined that the Company is not the primary beneficiary based upon the Company’s equity interest percentage in each of the VIEs. Certain Partnerships are considered VIEs because limited partners lack the ability to remove the general partner or dissolve the entity without



	13

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

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 30, 2018 , the total commitments and remaining unfunded commitments from the limited partners and general partners to the unconsolidated VIEs are $15,046,565 and $5,805,892 , respectively. These commitments are the primary source of financing for the unconsolidated VIEs.

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

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



	September 30,			March 31,
	2018			2018
Investments	$	83,751		$	77,016
Fees receivable	2,902			517
Due from related parties	578			1,837
Total VIE Assets	87,231			79,370
Deferred incentive fee revenue	3,704			6,245
Non-controlling interests	(6,873		)	(7,266		)
Maximum exposure to loss	$	84,062		$	78,349

6. Acquisition

On August 11, 2017, HLA acquired substantially all the assets of Real Asset Portfolio Management LLC (“RAPM”) for a total aggregate purchase price of approximately $5,840 , of which $5,228 was paid in cash with the remainder settled by issuing shares of Class A common stock. An additional amount, based upon an agreed multiple of earnings, of $8,499 is payable to the principals of RAPM. The Company expects to pay the additional amount over the next 12 months, $7,649 of which will be paid in cash and $850 of which will be paid by issuing Class A common stock. As the amount was contingent upon future employment, the amount has been recognized as compensation expense over the required performance period. The Company recorded approximately $2,948 of intangible assets related to the acquired investment management contracts, which assets will be amortized over eight years, and $2,874 of goodwill, which are both recorded in other assets in the Condensed Consolidated Balance Sheets. The remaining assets acquired and liabilities assumed were not material to the condensed consolidated financial statements. Revenue and net income attributable to the acquisition of RAPM were not material for the three and six months ended September 30, 2018 , and therefore pro forma information related to this acquisition is not included.



	14

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

7. Equity

The following table shows a rollforward of the Company’s common stock outstanding since March 31, 2018 :



	Class A Common Stock		Class B Common Stock
March 31, 2018	23,139,476		25,700,068
Shares issued (repurchased) in connection with secondary offering	2,742,618		(1,372,674	)
Shares converted from units	41,435		—
Shares repurchased for employee tax withholdings	(3,837	)	—
Forfeitures	(17,334	)	(99,012	)
Restricted stock granted	8,084		—
September 30, 2018	25,910,442		24,228,382

During the six months ended September 30, 2018 , the Company retired 3,837 shares of Class A common stock, which were purchased from employees to fund statutory tax withholding requirements, at a total cost of $174 .

The reallocation adjustment between HLI stockholders’ equity and non-controlling interests in Hamilton Lane Advisors, L.L.C. relates to the impact of changes in economic ownership percentages during the period and adjusting previously recorded equity transactions to the economic ownership percentage as of September 30, 2018.

September 2018 Offering

In September 2018, the Company and certain selling stockholders completed a registered offering of an aggregate of 2,880,979 shares of Class A common stock at a price of $47.26 per share (the “September 2018 Offering”). The shares sold consisted of (i) 138,361 shares held by the selling stockholders and (ii) 2,742,618 shares newly issued by the Company. The Company received approximately $129,626 in proceeds from the sale of its shares and used all of the proceeds to settle exchanges with certain members of HLA of a total of 1,372,674 Class B units and 1,369,944 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 retain any proceeds from the sale of shares by the selling stockholders.



	15

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

8. Equity-Based Compensation

A summary of restricted stock activity for the six months ended September 30, 2018 is presented below:



	Total Unvested		Weighted- Average Grant-Date Fair Value of Award
March 31, 2018	893,557		$	19.32
Granted	8,084		$	43.99
Vested	(11,900	)	$	17.06
Forfeited	(17,334	)	$	14.95
September 30, 2018	872,407		$	19.67

As of September 30, 2018 , total unrecognized compensation expense related to restricted stock was $13,569 .

9. 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,
	2018		2017		2018		2017
Base compensation and benefits	$	18,216	$	17,677	$	38,070	$	35,969
Incentive fee compensation	633		603		3,041		857
Equity-based compensation	1,595		1,572		3,182		2,988
Contingent compensation related to acquisition	2,327		427		5,100		427
Total compensation and benefits	$	22,771	$	20,279	$	49,393	$	40,241

10. Income Taxes

HLI is the sole managing member of HLA, which is organized as a limited liability company and treated as a “flow-through” entity for income tax purposes. As a “flow-through” entity, HLA is not subject to income taxes apart from certain local taxes assessed at the limited liability company level and foreign taxes attributable to its operations in foreign jurisdictions. Any taxable income or loss generated by HLA is passed through to and included in the taxable income or loss of its members, including HLI, on a pro rata basis. As a result, the Company does not record income taxes on pre-tax income or loss attributable to the non-controlling interests in the general partnerships and HLA, except for certain local and foreign taxes discussed above. HLI is subject to U.S. federal and applicable state corporate income taxes with respect to its allocable share of any taxable income from HLA.

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.



	16

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

The Company’s effective tax rate was 14.6% and 12.8% for the three months ended September 30, 2018 and 2017 , respectively, and 11.4% and 12.7% for the six months ended September 30, 2018 and 2017 , respectively. These rates were less than the statutory rate due primarily to the portion of income allocated to the non-controlling entities and discrete tax adjustments recorded in the six months ended September 30, 2018 .

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted, resulting in significant changes to U.S. federal income tax laws which include, but are not limited to: (1) a reduction of the corporate income tax rate from a maximum graduated tax rate of 35% to a flat tax rate of 21% effective January 1, 2018, (2) a limitation of the tax deduction for interest expense, (3) expensing the cost of acquired qualified property, and (4) a one-time transition tax on accumulated, undistributed earnings of certain foreign subsidiaries. The SEC Staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) in December 2017 which addresses situations where the information needed to account for the income tax effects of the Tax Act is either not available, not prepared, or incomplete for the reporting period in which the Tax Act was enacted. During the year ended March 31, 2018, the Company recorded a provisional amount as a reasonable estimate of the impact of the Tax Act in accordance with SAB 118. As of September 30, 2018 , the Company has not completed the accounting for the effects of the Tax Act and there have been no changes to the previously recorded provisional amounts.

In connection with the September 2018 Offering, the Company recorded a deferred tax asset in the amount of $40,655 . It is more likely than not that a portion of these tax benefits will not be realized, so a valuation allowance of $2,731 has been established as of September 30, 2018.

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.

As of September 30, 2018 , the Company had no unrecognized tax positions and believes there will be no changes to uncertain tax positions within the next 12 months.

Tax Receivable Agreement

HLI’s purchase of HLA Class A units in connection with the IPO, and the subsequent and future exchanges by holders of HLA units for shares of HLI’s Class A common stock pursuant to the exchange agreement, are expected to result in increases in HLI’s share of the tax basis of the tangible and intangible assets of HLA. This will increase the tax depreciation and amortization deductions that otherwise would not have been available to HLI. These increases in tax basis and tax depreciation and amortization deductions are expected to reduce the amount of cash taxes that HLI would otherwise be required to pay in the future. On March 6, 2017, HLI entered into a tax receivable agreement (“TRA”) with the other members of HLA that requires HLI to pay exchanging HLA unitholders (the “TRA Recipients”) 85% of the amount of cash savings, if any, in U.S. federal, state, and local income tax that HLI actually realizes (or, under certain circumstances, is deemed to realize) as a result of the increases in tax basis in connection with exchanges by the TRA Recipients described above and certain other tax benefits attributable to payments under the TRA.

Based on current projections, we anticipate having sufficient taxable income to utilize these tax attributes and receive corresponding tax deductions in future periods. Changes in the projected liability resulting from the TRA may occur based on changes in anticipated future taxable income, changes in applicable tax rates or other changes in tax attributes that may occur and could affect the expected future



	17

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

tax benefits to be received by us.

The payable to related parties pursuant to the TRA increased to $65,048 as of September 30, 2018 from $34,133 as of March 31, 2018 due primarily to the establishment of the deferred tax assets related to the September 2018 Offering. No amounts were paid to TRA Recipients during the six months ended September 30, 2018 .

11. 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 each share of Class B common stock, together with a corresponding Class B unit, is exchangeable for a share of Class A common stock on a one-for-one basis.

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, 2018					Three Months Ended September 30, 2017
	Three Months Ended September 30, 2018					Three Months Ended September 30, 2017
	Net income attributable to HLI		Weighted-Average Shares	Per share amount		Net income attributable to HLI		Weighted-Average Shares	Per share amount
Basic EPS of Class A common stock	$	11,222	22,671,865	$	0.49	$	4,688	18,113,781	$	0.26
Adjustment to net income:
Assumed exercise and vesting of employee awards	165					89
Effect of dilutive securities:
Assumed exercise and vesting of employee awards			585,554					533,085
Diluted EPS of Class A common stock	$	11,387	23,257,419	$	0.49	$	4,777	18,646,866	$	0.26



	Six Months Ended September 30, 2018					Six Months Ended September 30, 2017
	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	$	20,067	22,461,363	$	0.89	$	10,152	18,049,146	$	0.56
Adjustment to net income:
Assumed exercise and vesting of employee awards	282					187
Effect of dilutive securities:
Assumed exercise and vesting of employee awards			554,082					510,437
Diluted EPS of Class A common stock	$	20,349	23,015,445	$	0.88	$	10,339	18,559,583	$	0.56



	18

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

The calculations of diluted earnings per share exclude outstanding Class B and C Units of HLA of 27,819,930 for the three and six months ended September 30, 2018 and 34,438,669 for the three and six months ended September 30, 2017 , which are exchangeable into Class A common stock under the “if-converted” method, because the inclusion of such shares would be antidilutive.

12. Related-Party Transactions

The Company has investment management agreements with various specialized funds and customized separate accounts that it manages. The Company earned management and advisory fees from Partnerships of $32,851 and $63,444 for the three and six months ended September 30, 2018 and $25,991 and $58,858 for the three and six months ended September 30, 2017 , respectively. The Company earned incentive fees from Partnerships of $2,434 and $14,326 for the three and six months ended September 30, 2018 , respectively, and $1,861 and $2,459 for the three and six months ended September 30, 2017 , respectively.

The Company entered into a service agreement on June 1, 2017 with its joint venture pursuant to which it had expenses of $1,253 and $2,448 for the three and six months ended September 30, 2018 , respectively, and $1,047 and $1,363 for the three and six months ended September 30, 2017 , 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 $416 and $393 as of September 30, 2018 and March 31, 2018 , respectively, which is included in other liabilities in the Condensed Consolidated Balance Sheets.

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

Fees receivable from the Partnerships were $4,085 and $1,929 as of September 30, 2018 and March 31, 2018 , respectively, and are included in fees receivable in the Condensed Consolidated Balance Sheets.

13. Supplemental Cash Flow Information



	Six Months Ended September 30,
	2018		2017
Cumulative-effect adjustment from adoption of accounting guidance	$	997	$	—
Non-cash financing activities:
Dividends declared but not paid	$	4,729	$	—
Member distributions declared but not paid	$	8,715	$	—
Establishment of net deferred tax assets related to September 2018 Offering	$	37,924	$	—



	19

Hamilton Lane Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except share and per share amounts)

14. 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 $332,681 and $303,766 , net of amounts attributable to non-controlling interests, at September 30, 2018 and March 31, 2018 , respectively, of which $3,704 and $6,245 at September 30, 2018 and March 31, 2018 , respectively, has been received and deferred by the Company.

If the Company ultimately receives the unrecognized carried interest, a total of $83,170 and $75,306 as of September 30, 2018 and March 31, 2018 , 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 aggregate unfunded commitment of the general partners to the Partnerships was $110,210 and $101,054 as of September 30, 2018 and March 31, 2018 , respectively.

15. Subsequent Events

On November 5, 2018, the Company’s Board of Directors authorized a program to repurchase, over a period of twelve months , up to 6% of the outstanding shares of Class A Common Stock, not to exceed $50,000 . The repurchase program does not include specific price targets or timetables and may be suspended or terminated at any time. The Company intends to finance the purchases using available working capital and/or debt resources.

On November 6, 2018, the Company declared a quarterly dividend of $0.2125 per share of Class A common stock to record holders at the close of business on December 14, 2018. The payment date will be January 7, 2019.



	20

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 2018 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 2018 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 2018 and fiscal 2017 are to our fiscal years ended March 31, 2018, and 2017, 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 $47 billion of our assets under management (“AUM”) as of September 30, 2018 .

•

Specialized Funds : We organize, invest and manage specialized primary, secondary and direct/co-investment funds. Our specialized funds invest across a variety of private markets and include equity, equity-linked and credit funds offered on standard terms as well as shorter duration, opportunistically oriented funds. We launched our first specialized fund in 1997, and our product offerings have grown steadily, comprising approximately $11 billion of our AUM as of September 30, 2018 .

•

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 $394 billion of assets under advisement (“AUA”) as of September 30, 2018 .


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

•

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

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

Recent Transactions

September 2018 Offering

In September 2018, we and certain selling stockholders completed a registered offering of an aggregate of 2,880,979 shares of Class A common stock at a price of $47.26 per share (the “September 2018 Offering”). The purpose of the September 2018 Offering was to provide liquidity to significant direct and indirect owners of HLA. The shares sold consisted of (i) 138,361 shares held by the selling stockholders and (ii) 2,742,618 shares newly issued by us. We received approximately $129.6 million in 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 1,372,674 Class B units and 1,369,944 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 retain any proceeds from the sale of shares by the selling stockholders.

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

On April 1, 2018, we adopted the new Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”) , using the modified retrospective method. As a result, prior period amounts continue to be reported under legacy GAAP. The adoption did not change the historical pattern of recognizing revenue for management and advisory fees and incentive fees. See Note 2 to our condensed consolidated financial statements for more information on our adoption of ASC 606.

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

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

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

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

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

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

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

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

Furthermore, certain of our primary funds earn carried interest on their investments in other private markets funds on a primary basis that is generally 5.0% of net profits, subject to the fund’s compounded annual preferred return.

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

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

Expenses

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

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

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

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

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

Other Income (Expense)

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

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

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

Interest income is income earned on cash and cash equivalents.

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

Fee-Earning AUM

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

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

Consolidated Results of Operations

The following is a discussion of our consolidated results of operations for the three and six months ended September 30, 2018 and 2017 . 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)	2018			2017			2018			2017
Revenues
Management and advisory fees	$	53,248		$	46,298		$	104,227		$	97,982
Incentive fees	2,585			2,411			14,968			3,428
Total revenues	55,833			48,709			119,195			101,410
Expenses
Compensation and benefits	22,771			20,279			49,393			40,241
General, administrative and other	11,695			8,424			22,743			16,882
Total expenses	34,466			28,703			72,136			57,123
Other income (expense)
Equity in income of investees	5,276			4,252			5,162			10,171
Interest expense	(728		)	(3,512		)	(1,493		)	(4,618		)
Interest income	43			89			85			405
Other non-operating income (loss)	12,194			87			12,059			(19		)
Total other income	16,785			916			15,813			5,939
Income before income taxes	38,152			20,922			62,872			50,226
Income tax expense	5,580			2,688			7,197			6,380
Net income	32,572			18,234			55,675			43,846
Less: Income attributable to non-controlling interests in general partnerships	514			84			394			982
Less: Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	20,836			13,462			35,214			32,712
Net income attributable to Hamilton Lane Incorporated	$	11,222		$	4,688		$	20,067		$	10,152

Revenues



	Three Months Ended September 30,				Six Months Ended September 30,
($ in thousands)	2018		2017		2018		2017
Management and advisory fees
Customized separate accounts	$	21,106	$	19,609	$	41,493	$	38,393
Specialized funds	22,736		19,244		43,751		44,450
Advisory and reporting	8,315		6,829		16,474		13,479
Distribution management	710		616		1,798		1,660
Fund reimbursement revenue	381		—		711		—
Total management and advisory fees	53,248		46,298		104,227		97,982
Incentive fees	2,585		2,411		14,968		3,428
Total revenues	$	55,833	$	48,709	$	119,195	$	101,410

Three months ended September 30, 2018 compared to three months ended September 30, 2017

Total revenues increased $7.1 million, or 15%, to $55.8 million, for the three months ended September 30, 2018 compared to the three months ended September 30, 2017 , due to an increase in management and advisory fees.

Management and advisory fees increased $7.0 million, or 15%, to $53.2 million for the three months ended September 30, 2018 compared to the three months ended September 30, 2017 . Specialized funds revenue increased $3.5 million for the three months ended September 30, 2018 compared to the three months ended September 30, 2017 , due primarily to a $3.3 million increase in revenue from our latest co-investment fund, which includes $0.8 million in retroactive fees. 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 $1.5 million for the three months ended September 30, 2018 compared to the three months ended September 30, 2017 due to the addition of several new accounts and additional allocations from existing accounts as compared to the prior year period. Advisory and reporting fees increased $1.5 million for the three months ended September 30, 2018 compared to the three months ended September 30, 2017 , due primarily to the addition of new accounts during the preceding 12 months.

Incentive fees increased $0.2 million to $2.6 million for the three months ended September 30, 2018 compared to the three months ended September 30, 2017 .

Six months ended September 30, 2018 compared to six months ended September 30, 2017

Total revenues increased $17.8 million, or 18%, to $119.2 million, for the six months ended September 30, 2018 compared to the six months ended September 30, 2017 , due to increases in management and advisory fees and incentive fees.

Management and advisory fees increased $6.2 million, or 6%, to $104.2 million for the six months ended September 30, 2018 compared to the six months ended September 30, 2017 . Specialized funds revenue decreased $0.7 million for the six months ended September 30, 2018 compared to the six months ended September 30, 2017 , due primarily to $5.8 million in retroactive fees from our latest secondary fund in the prior year period and a $1.7 million decrease from a co-investment fund moving from a committed to net invested capital fee base. This was offset by a $5.8 million increase from our latest co-investment fund, which added $1.1 billion in fee-earning AUM, and a $1.2 million increase from our credit-oriented funds, which added $0.4 billion in net fee-earning AUM . Included in our latest co-investment fund’s revenue for the period was $0.8 million in retroactive fees. Customized separate accounts revenue increased $3.1 million for the six months ended September 30, 2018 compared to the six months ended September 30, 2017 due to the addition of several new accounts and additional allocations from existing accounts as compared to the prior year period. Advisory and reporting fees increased $3.0 million for the six months ended September 30, 2018 compared to the six months ended September 30, 2017 , due primarily to the addition of new accounts during the preceding 12 months.

Incentive fees increased $11.5 million to $15.0 million for the six months ended September 30, 2018 compared to the six months ended September 30, 2017 , due primarily to $6.3 million recognized from one of our customized separate accounts which included the general partner catch-up and $6.3 million from one of our co-investment funds in the period.

Expenses

Three months ended September 30, 2018 compared to three months ended September 30, 2017

Total expenses increased $5.8 million, or 20%, to $34.5 million for the three months ended September 30, 2018 compared to the three months ended September 30, 2017 due to increases in compensation and benefits and general, administrative and other expenses.

Compensation and benefits expenses increased $2.5 million, or 12%, to $22.8 million for the three months ended September 30, 2018 compared to the three months ended September 30, 2017 , due to increased base compensation and contingent compensation. Base compensation increased $0.5 million, or 3%, for the three months ended September 30, 2018 compared to the three months ended September 30, 2017 , due primarily to increased salary expense from additional headcount in the current year period compared to the prior year period. Contingent compensation related to the RAPM acquisition was $2.3 million for the three months ended September 30, 2018 compared to $0.4 million for the three months ended September 30, 2017 .

General, administrative and other expenses increased by $3.3 million for the three months ended September 30, 2018 compared to the three months ended September 30, 2017 . This change consisted primarily of a $0.9 million increase in consulting and professional fees, a $0.4 million increase in state and local non-income taxes and a $0.5 million increase in fund reimbursement expenses that are now recorded gross under the new revenue recognition standard.

Six months ended September 30, 2018 compared to six months ended September 30, 2017

Total expenses increased $15.0 million, or 26%, to $72.1 million for the six months ended September 30, 2018 compared to the six months ended September 30, 2017 due to increases in compensation and benefits and general, administrative and other expenses.

Compensation and benefits expenses increased $9.2 million, or 23%, to $49.4 million for the six months ended September 30, 2018 compared to the six months ended September 30, 2017 , due to increased base compensation, incentive fee compensation and contingent compensation. Base compensation increased $2.1 million, or 6%, for the six months ended September 30, 2018 compared to the six months ended September 30, 2017 , due primarily to increased salary expense from additional headcount in the current year period compared to the prior year period. Incentive fee compensation increased $2.2 million due to the increase in incentive fee revenue. Contingent compensation related to the RAPM acquisition was $5.1 million for the six months ended September 30, 2018 compared to $0.4 million for the six months ended September 30, 2017 .

General, administrative and other expenses increased by $5.9 million for the six months ended September 30, 2018 compared to the six months ended September 30, 2017 . This change consisted primarily of a $2.3 million increase in consulting and professional fees, which included $1.1 million in fees related to Private Market Connect, our joint venture, a $0.4 million increase in state and local non-income taxes and a $0.9 million increase in fund reimbursement expenses that are now recorded on a gross basis under the new revenue recognition standard.

Other Income (Expense)

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



	Three Months Ended September 30,					Six Months Ended September 30,
($ in thousands)	2018		2017			2018			2017
Equity in (loss) income of investees
Primary funds	$	515	$	201		$	942		$	1,052
Direct/co-investment funds	2,922		1,746			2,104			4,838
Secondary funds	777		767			931			1,107
Customized separate accounts	1,037		1,756			1,265			3,514
Other equity method investments	25		(218		)	(80		)	(340		)
Total equity in (loss) income of investees	$	5,276	$	4,252		$	5,162		$	10,171

Three months ended September 30, 2018 compared to three months ended September 30, 2017

Other income increased $15.9 million to $16.8 million for the three months ended September 30, 2018 compared to the three months ended September 30, 2017 , due primarily to gains on the sales of two technology investments.

Equity in income of investees increased $1.0 million to $5.3 million for the three months ended September 30, 2018 compared to the three months ended September 30, 2017 . This was due primarily to a $1.2 million increase in gains from our direct/co-investment funds and a $0.3 million increase in gains from our primary funds offset by a $0.7 million decrease in gains from our customized separate accounts.

Interest expense decreased $2.8 million to $0.7 million for the three months ended September 30, 2018 compared to the three months ended September 30, 2017 , due primarily to a $1.7 million write-off of deferred financing costs and a $0.9 million reclassification of an unrealized loss on interest rate caps to a realized loss as part of the payoff off our predecessor credit facility in the prior year period.

Other non-operating income increased $12.1 million for the three months ended September 30, 2018 compared to the three months ended September 30, 2017 , due primarily to $11.1 million in gains on the sales of two technology investments during the period.

Six months ended September 30, 2018 compared to six months ended September 30, 2017

Other income increased $9.9 million to $15.8 million for the six months ended September 30, 2018 compared to the six months ended September 30, 2017 , due primarily to gains on the sales of two technology investments.

Equity in income of investees decreased $5.0 million to $5.2 million for the six months ended September 30, 2018 compared to the six months ended September 30, 2017 . This included a $2.7 million decrease in gains from our direct/co-investment funds and a $2.2 million decrease in gains from our customized separate accounts.

Interest expense decreased $3.1 million to $1.5 million for the six months ended September 30, 2018 compared to the six months ended September 30, 2017 , due primarily to a $1.7 million write-off of deferred financing costs and a $0.9 million reclassification of an unrealized loss on interest rate caps to a realized loss as part of the payoff off our predecessor credit facility in the prior year period.

Interest income decreased $0.3 million for the six months ended September 30, 2018 compared to the six months ended September 30, 2017 , due primarily to late closing interest received from one of our funds in the prior year period.

Other non-operating income increased $12.1 million for the six months ended September 30, 2018 compared to the six months ended September 30, 2017 , due primarily to $11.1 million in gains on the sales of two technology investments during the period.

Income Tax Expense

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,
($ in millions)	2018									2018
	Customized Separate Accounts			Specialized Funds			Total			Customized Separate Accounts			Specialized Funds			Total
Balance, beginning of period	$	20,209		$	10,333		$	30,542		$	20,931		$	9,758		$	30,689
Contributions ⁽¹⁾	999			547			1,546			2,072			1,292			3,364
Distributions ⁽²⁾	(267		)	(101		)	(368		)	(2,130		)	(267		)	(2,397		)
Foreign exchange, market value and other ⁽³⁾	(109		)	(6		)	(115		)	(41		)	(10		)	(51		)
Balance, end of period	$	20,832		$	10,773		$	31,605		$	20,832		$	10,773		$	31,605


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

(2)

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


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

Three months ended September 30, 2018

Fee-earning AUM increased $1.1 billion to $31.6 billion during the three months ended September 30, 2018 , due to contributions from customized separate accounts and specialized funds.

Customized separate accounts fee-earning AUM increased $0.6 billion, or 3%, to $20.8 billion for the three months ended September 30, 2018 . Customized separate accounts contributions were $1.0 billion for the three months ended September 30, 2018 , due primarily to new allocations from existing clients. Distributions were $0.3 billion for the three months ended September 30, 2018 , due primarily to returns of capital in accounts earning fees on a net invested capital or NAV fee base.

Specialized funds fee-earning AUM increased $0.4 billion, or 4%, to $10.8 billion for the three months ended September 30, 2018 . Specialized fund contributions were $0.5 billion for the three months

ended September 30, 2018 , due primarily to $0.4 billion in contributions from accounts earning fees on a net invested capital fee base and $0.2 billion in new commitments to our co-investment fund in the market during the period. Distributions were $0.1 billion for the three months ended September 30, 2018 , due to returns of capital in funds earning fees on a net invested capital fee base.

Six months ended September 30, 2018

Fee-earning AUM increased $0.9 billion to $31.6 billion during the six months ended September 30, 2018 , due to contributions from customized separate accounts and specialized funds.

Customized separate accounts fee-earning AUM decreased $0.1 billion to $20.8 billion for the six months ended September 30, 2018 . Customized separate accounts contributions were $2.1 billion for the six months ended September 30, 2018 , due primarily to new allocations from existing clients. Distributions were $2.1 billion for the six months ended September 30, 2018 , due primarily to accounts reaching the end of their term.

Specialized funds fee-earning AUM increased $1.0 billion, or 10%, to $10.8 billion for the six months ended September 30, 2018 . Specialized fund contributions were $1.3 billion for the six months ended September 30, 2018 , due primarily to $0.4 billion in new commitments to our co-investment fund in the market during the period and $0.7 billion in contributions from accounts earning fees on a net invested capital fee base. Distributions were $0.3 billion for the six months ended September 30, 2018 , due to returns of capital in funds earning fees on a net invested capital fee base.

Non-GAAP Financial Measures

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

Fee Related Earnings

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

Adjusted EBITDA

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

The following table shows a reconciliation of net income attributable to Hamilton Lane Incorporated to Fee Related Earnings and Adjusted EBITDA for the three and six months ended September 30, 2018 and 2017 :



	Three Months Ended September 30,						Six Months Ended September 30,
($ in thousands)	2018			2017			2018			2017
Net income attributable to Hamilton Lane Incorporated	$	11,222		$	4,688		$	20,067		$	10,152
Income attributable to non-controlling interests in general partnerships	514			84			394			982
Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	20,836			13,462			35,214			32,712
Incentive fees ⁽¹⁾	(2,585		)	(2,411		)	(14,968		)	(3,428		)
Incentive fee related compensation ⁽²⁾	1,243			1,183			5,970			1,682
Interest income	(43		)	(89		)	(85		)	(405		)
Interest expense	728			3,512			1,493			4,618
Income tax expense	5,580			2,688			7,197			6,380
Equity in income of investees	(5,276		)	(4,252		)	(5,162		)	(10,171		)
Contingent compensation related to acquisition	2,327			427			5,100			427
Other non-operating (income) loss	(12,194		)	(87		)	(12,059		)	19
Fee Related Earnings	$	22,352		$	19,205		$	43,161		$	42,968
Depreciation and amortization	632			473			1,141			910
Equity-based compensation	1,597			1,572			3,184			2,988
Incentive fees ⁽¹⁾	2,585			2,411			14,968			3,428
Incentive fees attributable to non-controlling interests ⁽¹⁾	(52		)	—			(263		)	—
Incentive fee related compensation ⁽²⁾	(1,243		)	(1,183		)	(5,970		)	(1,682		)
Interest income	43			89			85			405
Adjusted EBITDA	$	25,914		$	22,567		$	56,306		$	49,017


(1)	Incentive fees for the six months ended September 30, 2018 include $2.8 million of non-cash carried interest. Of the $2.8 million, $2.5 million is included in net income and $0.3 million is attributable to non-controlling interests.

(2)

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

Non-GAAP Earnings Per Share

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

The following table shows a reconciliation of adjusted net income to net income attributable to Hamilton Lane Incorporated and adjusted shares outstanding to weighted-average shares of Class A common stock outstanding for the three and six months ended September 30, 2018 and 2017 :



	Three Months Ended September 30,						Six Months Ended September 30,
	2018			2017			2018			2017

(in thousands, except share and per-share amounts)
Net income attributable to Hamilton Lane Incorporated	$	11,222		$	4,688		$	20,067		$	10,152
Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.	20,836			13,462			35,214			32,712
Income tax expense	5,580			2,688			7,197			6,380
Write-off of deferred financing costs ⁽¹⁾	—			2,544			—			2,544
Contingent compensation related to acquisition	2,327			427			5,100			427
Adjusted pre-tax net income	39,965			23,809			67,578			52,215
Adjusted income taxes ⁽²⁾	(10,795		)	(9,304		)	(18,253		)	(20,735		)
Adjusted net income	$	29,170		$	14,505		$	49,325		$	31,480

Weighted-average shares of Class A common stock outstanding - diluted	23,257,419			18,646,866			23,015,445			18,559,583
Exchange of Class B and Class C units in HLA ⁽³⁾	30,181,224			34,438,669			30,391,448			34,438,669
Adjusted shares outstanding	53,438,643			53,085,535			53,406,893			52,998,252

Non-GAAP earnings per share	$	0.55		$	0.27		$	0.92		$	0.59

(1) Represents write-off of debt issuance costs and realized loss on interest rate caps related to the payoff of our predecessor credit facility in the prior year period.

(2)

Represents corporate income taxes at our estimated statutory tax rate of 27.01% for the six month period ended September 30, 2018 and 39.71% for the six month period ended September 30, 2017 applied to adjusted pre-tax net income. The 27.01% is based on a federal tax statutory rate of 21.00% and a combined state income tax rate net of federal benefits of 6.01%. The 39.71% was based on a federal tax statutory rate of 35.00% and a combined state income tax rate net of federal benefits of 4.71%.


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

Investment Performance

The following tables present information relating to the historical performance of our discretionary investment accounts. The data for these investments is presented from the date indicated through June 30, 2018 and have not been adjusted to reflect acquisitions or disposals of investments subsequent to that date.

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


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


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


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


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


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


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

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

Specialized Fund Performance

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

Gross Returns — Realized



Fund	Vintage year	Fund size ($M)	Realized Capital invested ($M)	Realized Gross multiple	Realized Gross IRR (%)	Realized Gross Spread vs. S&P 500 PME	Realized Gross Spread vs. MSCI World PME
Primaries (Diversified)
PEF I	1998	122	117	1.3	5.4%	378 bps	322 bps
PEF IV	2000	250	238	1.7	16.2%	1,302 bps	1,171 bps
PEF V	2003	135	132	1.7	14.5%	862 bps	973 bps
PEF VI	2007	494	476	1.6	12.4%	163 bps	498 bps
PEF VII	2010	262	145	1.5	18.1%	287 bps	707 bps
PEF VIII	2012	427	5	1.7	18.6%	851 bps	1,218 bps
PEF IX	2015	517	20	1.7	42.9%	2,778 bps	2,995 bps
Secondaries
Pre-Fund	—	—	363	1.5	17.1%	1,321 bps	1,165 bps
Secondary Fund I	2005	360	353	1.2	5.2%	112 bps	340 bps
Secondary Fund II	2008	591	522	1.6	22.7%	752 bps	1,161 bps
Secondary Fund III	2012	909	254	1.7	27.6%	1,306 bps	1,744 bps
Secondary Fund IV	2016	1,916	45	1.7	49.6%	3,053 bps	3,182 bps
Co-investments
Pre-Fund	—	—	244	1.9	21.3%	1,653 bps	1,601 bps
Co-Investment Fund	2005	604	450	1.2	3.3%	(267) bps	(15) bps
Co-Investment Fund II	2008	1,195	826	2.4	21.9%	950 bps	1,325 bps
Co-Investment Fund III	2014	1,243	37	3.8	115.7%	10,179 bps	10,531 bps
Co-Investment Fund IV	2018	917	—	—	—	—	—

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. ML HY II PME
Strategic Opportunities (Tail-end secondaries and credit)
Strat Opps 2015	2015	71	39	1.3	22.1%	1,124 bps	1,583 bps
Strat Opps 2016	2016	214	67	1.2	23.4%	1,439 bps	1,746 bps
Strat Opps 2017	2017	435	—	—	—	—	—
Strat Opps 2018	2018	889	—	—	—	—	—

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	1,171 bps	707 bps
PEF V	2003	135	132	1.7	1.6	14.5%	9.8%	862 bps	385 bps	973 bps	490 bps
PEF VI	2007	494	509	1.6	1.6	12.1%	9.3%	115 bps	(124) bps	451 bps	208 bps
PEF VII	2010	262	277	1.5	1.5	14.5%	10.1%	47 bps	(393) bps	449 bps	1 bp
PEF VIII	2012	427	340	1.3	1.3	12.3%	8.8%	(22) bps	(395) bps	302 bps	(77) bps
PEF IX	2015	517	312	1.2	1.2	17.7%	15.9%	333 bps	134 bps	591 bps	376 bps
Secondaries
Pre-Fund	—	—	363	1.5	N/A	17.1%	N/A	1,321 bps	N/A	1,165 bps	N/A
Secondary Fund I	2005	360	353	1.2	1.2	5.2%	3.8%	112 bps	(61) bps	340 bps	159 bps
Secondary Fund II	2008	591	571	1.6	1.5	20.5%	15.1%	518 bps	(22) bps	933 bps	382 bps
Secondary Fund III	2012	909	800	1.4	1.4	19.1%	15.3%	595 bps	185 bps	981 bps	574 bps
Secondary Fund IV	2016	1,916	949	1.2	1.2	31.7%	46.1%	1,739 bps	3,752 bps	2,017 bps	3,952 bps
Co-investments
Pre-Fund	—	—	244	1.9	N/A	21.3%	N/A	1,653 bps	N/A	1,601 bps	N/A
Co-Investment Fund	2005	604	577	1.1	1.0	1.0%	-0.4%	(500) bps	(669) bps	(247) bps	(421) bps
Co-Investment Fund II	2008	1,195	1,132	2.1	1.8	19.4%	15.6%	704 bps	311 bps	1,082 bps	685 bps
Co-Investment Fund III	2014	1,243	1,241	1.4	1.3	19.8%	15.4%	651 bps	229 bps	941 bps	505 bps
Co-Investment Fund IV	2018	917	186	1.0	0.0	-0.1%	-36.1%	(231) bps	(3,743) bps	106 bps	(3,566) 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. ML HY II PME	Net Spread vs. ML HY II PME
Strategic Opportunities (Tail-end secondaries and credit)
Strat Opps 2015	2015	71	67	1.3	1.2	15.5%	12.0%	627 bps	272 bps	966 bps	611 bps
Strat Opps 2016	2016	214	213	1.2	1.2	18.0%	15.2%	1,084 bps	837 bps	1,244 bps	994 bps
Strat Opps 2017	2017	435	375	1.1	1.0	11.2%	9.3%	896 bps	710 bps	679 bps	504 bps
Strat Opps 2018	2018	889	168	1.0	1.0	6.9%	4.8%	436 bps	326 bps	505 bps	211 bps

Performance Methodology

The indices presented for comparison are the S&P 500, MSCI World, Credit Suisse High Yield II (“CS HY II”) and Bank of America Merrill Lynch High Yield Master II (“ML HY II”), calculated on a 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 ML HY II Index consists of below investment grade U.S. dollar denominated corporate bonds that are publicly issued in the U.S. domestic market. Issues included in the index have maturities of one year or more and have a credit rating lower than BBB-/Baa3, but are not in default.

Our IRR represents the pooled IRR for all discretionary investments for the period from inception to June 30, 2018 . The returns are net of management fees, carried interest and expenses charged by the underlying fund managers, but do not include our management fees, carried interest or expenses. Our IRR would decrease with the inclusion of our management fees, carried interest and expenses.

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 30, 2018 and March 31, 2018 , our cash and cash equivalents, including investments in money market funds, were $ 75.2 million and $ 47.6 million, respectively.

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

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

Term Loan and Revolving Credit Facility

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

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

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

As of September 30, 2018 and March 31, 2018 , the principal amount of debt outstanding equaled $73.1 million and $84.5 million, respectively. The Loan Agreements contain covenants that, among other things, limit HLA’s ability to incur indebtedness, transfer or dispose of assets, merge with other companies, create, incur or allow liens, make investments, pay dividends or make distributions, engage in transactions with affiliates and take certain actions with respect to management fees. The Loan Agreements also require HLA to maintain (i) a specified amount of management fees in each fiscal year during the term of each of the Loan Agreements, (ii) adjusted EBITDA less dividend distributions on a trailing six-month basis of $12.5 million or greater, tested semi-annually, and (iii) a specified tangible net worth during each fiscal year during the term of each of the Loan Agreements. The obligations under the Loan Agreements are secured by substantially all the assets of HLA.

Future Sources and Uses of Liquidity

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

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

On November 5, 2018, we authorized a program to repurchase, over a period of twelve months , up to 6% of the outstanding shares of our Class A common stock, not to exceed $50 million (the “Stock Repurchase Program”). The repurchase program does not include specific price targets or timetables and may be suspended or terminated at any time. We intend to finance the purchases using available working capital and/or external financing.

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

We are required to maintain minimum net capital balances for regulatory purposes for our Hong Kong, United Kingdom and broker-dealer subsidiaries. These net capital requirements are met by retaining cash. As a result, we may be restricted in our ability to transfer cash between different operating entities and jurisdictions. As of September 30, 2018 and March 31, 2018 , we were required to maintain approximately $ 2.2 million and $ 1.8 million, respectively, in liquid net assets within these subsidiaries to meet regulatory net capital and capital adequacy requirements. We are in compliance with these regulatory requirements.

Cash Flows

Six Months Ended September 30, 2018 and 2017



	Six Months Ended September 30,
($ in thousands)	2018			2017
Net cash provided by operating activities	$	73,056		$	62,791
Net cash provided by (used in) investing activities	8,580			(10,892		)
Net cash used in financing activities	(53,662		)	(35,311		)
Increase in cash, cash equivalents and restricted cash	$	27,974		$	16,588

Operating Activities

Net cash provided by operating activities was $73.1 million and $62.8 million during the six months ended September 30, 2018 and 2017 , respectively. These operating cash flows were driven primarily by:


•	net income of $55.7 million and $43.8 million during the six months ended September 30, 2018 and 2017 , respectively;


•	proceeds received from investments of $7.5 million and $8.0 million during the six months ended September 30, 2018 and 2017 , respectively, which represent a return on investment from specialized funds and certain customized separate accounts; and


•	net change in operating assets and liabilities of $19.7 million and $11.6 million during the six months ended September 30, 2018 and 2017 , respectively, primarily for the accruals related to our annual bonus program that is paid in March and the contingent compensation related to the RAPM acquisition.

Investing Activities

Our net cash flow provided by (used in) investing activities was $8.6 million and ($10.9) million during the six months ended September 30, 2018 and 2017 , respectively. These amounts were driven primarily by:


•	net contributions to investments of ($10.7) million and ($4.8) million during the six months ended September 30, 2018 and 2017 , respectively;


•	proceeds from the sales of other investments of $22.5 million during the six months ended September 30, 2018 ;


•	purchases of furniture, fixtures and equipment consisting primarily of computer software and hardware of ($3.2) million and ($0.7) million during the six months ended September 30, 2018 and 2017 , respectively; and


•	the cash purchase amount of ($5.4) million for the RAPM acquisition during the six months ended September 30, 2017.

Financing Activities

Our net cash flow used in financing activities was ($53.7) million and ($35.3) million during the six months ended September 30, 2018 and 2017 , respectively. Cash used in financing activities was attributable primarily to:


•	debt repayments of ($11.4) million and ($86.1) million during the six months ended September 30, 2018 and 2017 , respectively;


•	distributions to non-controlling interest in general partnerships of ($0.8) million and ($2.2) million during the six months ended September 30, 2018 and 2017 , respectively;


•	dividends paid of ($8.6) million and ($6.3) million during the six months ended September 30, 2018 and 2017 , respectively; and


•	distributions to HLA members of ($32.7) million and ($25.5) million during the six months ended September 30, 2018 and 2017 , respectively.

Off-Balance Sheet Arrangements

There has been no material change in our off-balance sheet arrangements discussed in our 2018 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 2018 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 2018 Form 10-K.

Recent Accounting Pronouncements

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

Item 3. Qualitative and Quantitative Disclosures about Market Risk

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

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

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

•

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


•	Management fees from our specialized funds and customized separate accounts are not significantly affected by changes in fair value as the management fees are not generally based on the value of the specialized funds or customized separate accounts, but rather on the amount of capital committed or 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, 2018 . 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 30, 2018 , we had $73.1 million in borrowings outstanding under our Loan Agreements. The annual interest rate on the Term Loan Agreement, which is at the prime rate minus 1.25%, subject to a floor of 2.75%, was 4.00% as of September 30, 2018 .

Based on the floating rate component of our Loan Agreements payable as of September 30, 2018 , we estimate that a 100 basis point increase in interest rates would result in increased interest expense related to the loan of $0.7 million over the next 12 months.

Credit Risk

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

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2018 . 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 30, 2018 .

Changes in Internal Control over Financial Reporting

There have been no changes to our internal control over financial reporting during the quarter ended September 30, 2018 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



	43

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. Currently, there are no material proceedings pending or, to our knowledge, threatened against us.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of our 2018 Form 10-K.

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

Unregistered Sales of Equity Securities

Pursuant to our exchange agreement, on September 24, 2018, we issued 41,435 shares of our Class A common stock to a legacy member of HLA in exchange for a corresponding number of Class C units in HLA indirectly held by that person. This issuance did not involve any underwriters, underwriting discounts or commissions or a public offering, and such issuance was exempt from registration requirements pursuant to Section 4(a)(2) of the Securities Act.

Issuer Purchases of Equity Securities

The following table provides information about our share repurchase activity for the quarter ended September 30, 2018:



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
July 1-31, 2018	—	$	—	—	—
August 1-31, 2018	509	$	46.34	—	—
September 1-30, 2018	—	$	—	—	—
Total	509	$	46.34

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

Item 6. Exhibits



		Incorporated By Reference				Filed Herewith
Exhibit No.	Description of Exhibit	Form	Exhibit	Filing Date	File No.	Filed Herewith
3.1	Amended and Restated Certificate of Incorporation of Hamilton Lane Incorporated	8-K	3.1	3/10/17	001-38021
3.2	Amended and Restated Bylaws of Hamilton Lane Incorporated	10-K	3.2	6/27/17	001-38021
10.1	Hamilton Lane Incorporated Employee Share Purchase Plan	DEF 14A	Appendix A	7/27/18	001-38021
10.2	Hamilton Lane Advisors, L.L.C. 2016 Carried Interest Plan (amended and restated, effective as of January 1, 2018)	10-Q	10.2	8/9/18	001-38021
31.1	Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley					X
31.2	Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley					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
100.INS	XBRL Instance Document					X
101.SCH	XBRL Taxonomy Extension Schema					X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase					X
101.LAB	XBRL Taxonomy Extension Label Linkbase					X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase					X
101.DEF	XBRL Taxonomy Extension Definition Linkbase					X

‡ Furnished herewith.



	45

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 9th day of November, 2018.



HAMILTON LANE INCORPORATED


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

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

TABLE OF CONTENTS

Part I - Financial Information Item 1. Financial Statements Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Qualitative and Quantitative Disclosures About Market Risk Item 4. Controls and Procedures Part II - Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 6. Exhibits

Exhibits

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 10.2 Hamilton Lane Advisors, L.L.C. 2016 Carried Interest Plan (amended and restated, effective as of January 1, 2018) 10-Q 10.2 8/9/18 001-38021 31.1 Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley 31.2 Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley 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

HLNE 10-Q Quarter ended Sept. 30, 2018

Exhibits