QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2021
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________________ to ___________________________
Commission file number 001-38021
HAMILTON LANE INCORPORATED
(Exact name of Registrant as specified in its charter)
Delaware
26-2482738
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
110 Washington Street,
Suite 1300
Conshohocken,
PA
19428
(Address of principal executive offices)
(Zip Code)
(610) 934-2222
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share
HLNE
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx 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). Yesx No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: As of August 2, 2021, there were 36,289,802 shares of the registrant’s Class A common stock, par value $0.001, and 16,739,846 shares of the registrant’s Class B common stock, par value $0.001, outstanding.
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.
This Form 10-Q may include trademarks, service marks or trade names of other companies. Our use or display of other parties’ trademarks, service marks, trade names or products is not intended to, and does not imply a relationship with, or endorsement or sponsorship of us by, the trademark, service mark or trade name owners.
Unless otherwise indicated, information contained in this Form 10-Q concerning our industry and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources (including industry publications, surveys and forecasts), and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets that we believe to be reasonable. Although we believe the data from these third-party sources is reliable, we have not independently verified any third-party information.
Unless otherwise indicated or the context otherwise requires, all references in this Form 10-Q to “we,” “us,” “our,” the “Company,” “Hamilton Lane” and similar terms refer to Hamilton Lane Incorporated and its consolidated subsidiaries. As used in this Form 10-Q, (i) the term “HLA” refers to Hamilton Lane Advisors, L.L.C. and (ii) the terms “Hamilton Lane Incorporated” and “HLI” refer solely to Hamilton Lane Incorporated, a Delaware corporation, and not to any of its subsidiaries.
Cautionary Note Regarding Forward-Looking Information
Some of the statements in this Form 10-Q may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. Words such as “will,” “expect,” “believe,” “estimate,” “continue,” “anticipate,” “intend,” “plan” and similar expressions are intended to identify these forward-looking statements. Forward-looking statements discuss management’s current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance and business. All forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different, including risks relating to: our ability to manage growth, fund performance, changes in our regulatory environment and tax status; market conditions generally; our ability to access suitable investment opportunities for our clients; our ability to maintain our fee structure; our ability to attract and retain key employees; our ability to manage our obligations under our debt agreements; defaults by clients and third-party investors on their obligations to fund commitments; our ability to comply with investment guidelines set by our clients; our ability to successfully integrate acquired businesses with ours; our ability to manage risks associated with pursuing new lines of business or entering into strategic partnerships; our ability to manage the effects of events outside of our control; and our ability to receive distributions from HLA to fund our payment of dividends, taxes and other expenses.
The foregoing list of factors is not exhaustive. For more information regarding these risks and uncertainties as well as additional risks that we face, you should refer to the “Risk Factors” detailed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2021, as amended (our “2021 Form 10-K”), and in our subsequent reports filed from time to time with the Securities and Exchange Commission (the “SEC”). The forward-looking statements included in this Form 10-Q are made only as of the date we filed this report. We undertake no obligation to update or revise any forward-looking statement as a result of new information or future events, except as otherwise required by law.
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Hamilton Lane Incorporated
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except share and per share amounts)
June 30,
March 31,
2021
2021
Assets
Cash and cash equivalents
$
73,124
$
87,025
Restricted cash
3,048
3,041
Fees receivable
29,047
29,202
Prepaid expenses
5,998
6,143
Due from related parties
2,359
2,495
Furniture, fixtures and equipment, net
27,091
23,308
Lease right-of-use assets, net
61,916
64,384
Investments
377,988
368,836
Deferred income taxes
243,989
251,949
Other assets
31,672
17,821
Assets of consolidated variable interest entities:
Cash and cash equivalents
76
311
Investments held in trust
276,019
276,003
Investments
5,942
4,787
Other assets
1,033
1,214
Total assets
$
1,139,302
$
1,136,519
Liabilities, redeemable non-controlling interests and equity
Accounts payable
$
3,154
$
2,173
Accrued compensation and benefits
31,604
29,415
Accrued members’ distributions
10,733
16,877
Accrued dividend
12,600
11,201
Debt
147,648
163,175
Payable to related parties pursuant to tax receivable agreement
194,225
194,764
Lease liabilities
76,257
75,281
Other liabilities (includes $17,538 and $17,381 at fair value)
28,160
36,122
Liabilities of consolidated variable interest entities:
Other liabilities
19,497
17,310
Total liabilities
523,878
546,318
Commitments and contingencies (Note 16)
Redeemable non-controlling interests
276,000
276,000
Preferred stock, $0.001 par value, 10,000,000 authorized, none issued
—
—
Class A common stock, $0.001 par value, 300,000,000 authorized; 36,290,015 and 36,290,183 issued and outstanding as of June 30, 2021 and March 31, 2021, respectively
36
36
Class B common stock, $0.001 par value, 50,000,000 authorized; 16,739,846 issued and outstanding as of June 30, 2021 and March 31, 2021
17
17
Additional paid-in-capital
150,345
150,564
Retained earnings
103,080
87,512
Total Hamilton Lane Incorporated stockholders’ equity
253,478
238,129
Non-controlling interests in general partnerships
2,561
2,211
Non-controlling interests in Hamilton Lane Advisors, L.L.C.
83,385
73,861
Total equity
339,424
314,201
Total liabilities, redeemable non-controlling interests and equity
$
1,139,302
$
1,136,519
See accompanying notes to the condensed consolidated financial statements.
3
Hamilton Lane Incorporated
Condensed Consolidated Statements of Income
(Unaudited)
(In thousands, except per share amounts)
Three Months Ended June 30,
2021
2020
Revenues
Management and advisory fees
$
73,884
$
67,267
Incentive fees
2,364
2,244
Consolidated variable interest entities related:
Incentive fees
2,747
233
Total revenues
78,995
69,744
Expenses
Compensation and benefits
26,732
30,351
General, administrative and other
16,154
10,560
Consolidated variable interest entities related:
General, administrative and other
359
—
Total expenses
43,245
40,911
Other income (expense)
Equity in income (loss) of investees
20,049
(17,045)
Interest expense
(1,165)
(487)
Interest income
423
24
Non-operating income (expense)
3,603
(275)
Consolidated variable interest entities related:
Equity in income (loss) of investees
229
(4,158)
Unrealized loss
(2,244)
—
Total other income (expense)
20,895
(21,941)
Income before income taxes
56,645
6,892
Income tax expense
11,964
1,924
Net income
44,681
4,968
Less: Income (loss) attributable to non-controlling interests in general partnerships
213
(2,010)
Less: Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.
19,296
3,732
Less: (Loss) attributable to redeemable non-controlling interests in Hamilton Lane Alliance Holdings I, Inc.
(2,996)
—
Net income attributable to Hamilton Lane Incorporated
$
28,168
$
3,246
Basic earnings per share of Class A common stock
$
0.78
$
0.11
Diluted earnings per share of Class A common stock
$
0.78
$
0.11
Dividends declared per share of Class A common stock
$
0.35
$
0.3125
See accompanying notes to the condensed consolidated financial statements.
4
Hamilton Lane Incorporated
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
(In thousands)
Three Months Ended June 30,
2021
2020
Net income
$
44,681
$
4,968
Other comprehensive income (loss), net of tax
Foreign currency translation
—
(10)
Total other comprehensive income (loss), net of tax
—
(10)
Comprehensive income
44,681
4,958
Less:
Comprehensive income (loss) attributable to non-controlling interests in general partnerships
213
(2,010)
Comprehensive income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.
19,296
3,728
Comprehensive (loss) attributable to redeemable non-controlling interests in Hamilton Lane Alliance Holdings I, Inc.
(2,996)
—
Total comprehensive income attributable to Hamilton Lane Incorporated
$
28,168
$
3,240
See accompanying notes to the condensed consolidated financial statements.
5
Hamilton Lane Incorporated
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
(In thousands)
Class A Common Stock
Class B Common Stock
Additional Paid in Capital
Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Non-Controlling Interests in General Partnerships
Non-Controlling Interests in Hamilton Lane Advisors, L.L.C.
Total Equity
Balance at March 31, 2021
$
36
$
17
$
150,564
$
87,512
$
—
$
2,211
$
73,861
$
314,201
Net income
—
—
—
28,168
—
213
19,296
47,677
Equity-based compensation
—
—
1,573
—
—
—
768
2,341
Repurchase of Class A shares for employee tax withholding
—
—
(46)
—
—
—
(22)
(68)
Dividends declared
—
—
—
(12,600)
—
—
—
(12,600)
Capital contributions from non-controlling interests, net
—
—
—
—
—
137
—
137
Member distributions
—
—
—
—
—
—
(9,665)
(9,665)
Employee Share Purchase Plan share issuance
—
—
267
—
—
—
130
397
Accretion of redeemable non-controlling interest
—
—
(2,013)
—
—
—
(983)
(2,996)
Balance at June 30, 2021
$
36
$
17
$
150,345
$
103,080
$
—
$
2,561
$
83,385
$
339,424
Class A Common Stock
Class B Common Stock
Additional Paid in Capital
Retained Earnings
Accumulated Other Comprehensive Income
Non-Controlling Interests in General Partnerships
Non-Controlling Interests in Hamilton Lane Advisors, L.L.C.
Total Equity
Balance at March 31, 2020
$
30
$
22
$
107,727
$
47,090
$
(78)
$
4,853
$
77,757
$
237,401
Net income (loss)
—
—
—
3,246
—
(2,010)
3,732
4,968
Other comprehensive loss
—
—
—
—
(6)
—
(4)
(10)
Equity-based compensation
—
—
997
—
—
—
761
1,758
Deferred tax adjustment
—
—
8,414
—
—
—
—
8,414
Dividends declared
—
—
—
(10,102)
—
—
—
(10,102)
Capital distributions to non-controlling interests, net
—
—
—
—
—
(188)
—
(188)
Member distributions
—
—
—
—
—
—
(9,967)
(9,967)
Secondary offerings
3
(2)
9,522
—
—
—
(9,525)
(2)
Employee Share Purchase Plan share issuance
—
—
192
—
—
—
147
339
Equity reallocation between controlling and non-controlling interests
—
—
(267)
—
—
—
267
—
Balance at June 30, 2020
$
33
$
20
$
126,585
$
40,234
$
(84)
$
2,655
$
63,168
$
232,611
See accompanying notes to the condensed consolidated financial statements.
6
Hamilton Lane Incorporated
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Three Months Ended June 30,
2021
2020
Operating activities:
Net income
$
44,681
$
4,968
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
1,378
1,004
Change in deferred income taxes
7,960
(638)
Change in payable to related parties pursuant to tax receivable agreement
(539)
—
Equity-based compensation
2,341
1,748
Equity in (income) loss of investees
(20,049)
17,045
Fair value adjustment of other investment
(3,455)
—
Proceeds received from investments
3,381
157
Non-cash lease expense
3,522
822
Other
(849)
23
Changes in operating assets and liabilities:
Fees receivable
155
6,707
Prepaid expenses
177
1,071
Due from related parties
136
452
Other assets
(1,613)
424
Accounts payable
976
(820)
Accrued compensation and benefits
2,189
12,639
Lease liability
771
(763)
Other liabilities
(10,917)
(1,542)
Consolidated variable interest entities related:
Unrealized loss on warrants measured at fair value
2,244
—
Equity in (income) loss of investees
(229)
4,158
Other assets and liabilities
129
—
Net cash provided by operating activities
32,389
47,455
Investing activities:
Purchase of furniture, fixtures and equipment
(4,535)
(998)
Purchase of other investments
(298)
—
Cash paid for acquisition of business
(10,096)
—
Distribution from investment valued under the measurement alternative
12,739
—
Distributions received from investments
13,281
4,162
Contributions to investments
(15,522)
(9,238)
Net cash used in investing activities
(4,431)
(6,074)
Financing activities:
Proceeds from offerings
—
204,979
Purchase of membership interests
—
(204,979)
Repayments of debt
(469)
—
Repayment of revolver
(15,000)
—
Repurchase of Class B common stock
—
(2)
Repurchase of Class A shares for employee tax withholding
(68)
—
Proceeds received from issuance of shares under Employee Share Purchase Plan
397
339
Payments to related parties, pursuant to tax receivable agreement
—
(36)
Dividends paid
(11,201)
(8,027)
Other
(74)
—
Members’ distributions paid
(15,809)
(12,429)
Consolidated variable interest entities related:
Contributions from non-controlling interest in general partnerships
232
32
Distributions to non-controlling interest in general partnerships
(95)
(220)
Net cash used in financing activities
(42,087)
(20,343)
Effect of exchange rate changes on cash and cash equivalents
—
(10)
(Decrease) increase in cash, cash equivalents, and restricted cash
(14,129)
21,028
Cash, cash equivalents, and restricted cash at beginning of the period
90,377
53,210
Cash, cash equivalents, and restricted cash at end of the period
$
76,248
$
74,238
7
Hamilton Lane Incorporated
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Reconciliation of Cash and Cash Equivalents, Restricted Cash and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities to the Consolidated Statements of Financial Condition:
Three Months Ended June 30,
2021
2020
Cash and cash equivalents
$
73,124
$
71,091
Restricted cash
3,048
3,147
Cash and cash equivalents held at consolidated variable interest entities
76
—
Total cash and cash equivalents, restricted cash, and cash and cash equivalents held at consolidated variable interest entities
$
76,248
$
74,238
See accompanying notes to the condensed consolidated financial statements.
8
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
1.Organization
Hamilton Lane Incorporated (“HLI”) is a holding company whose principal asset is a controlling equity interest in Hamilton Lane Advisors, L.L.C. (“HLA”). As the sole managing member of HLA, HLI operates and controls all of the business and affairs of HLA, and through HLA, conducts its business. As a result, HLI consolidates HLA’s financial results and reports a non-controlling interest related to the portion of HLA units not owned by HLI. The assets and liabilities of HLA represent substantially all of HLI’s consolidated assets and liabilities with the exception of certain cash, certain deferred tax assets and liabilities, payable to related parties pursuant to a tax receivable agreement, and dividends payable. Unless otherwise specified, “the Company” refers to the consolidated entity of HLI, HLA and subsidiaries throughout the remainder of these notes. As of June 30, 2021 and March 31, 2021, HLI held approximately 67.2% and 67.2%, respectively, of the economic interest in HLA. As future exchanges of HLA units occur pursuant to the exchange agreement in place with HLA’s members, the economic interest in HLA held by HLI will increase.
HLA is a registered investment advisor with the United States Securities and Exchange Commission (“SEC”), providing asset management and advisory services, primarily to institutional investors, to design, build and manage private markets portfolios. HLA sponsors the formation, and/or serves as the general partner or managing member, of various limited partnerships or limited liability companies consisting of specialized funds and certain single client separate account entities (“Partnerships”) that acquire interests in third-party managed investment funds that make private equity and equity-related investments. The Partnerships may also make direct co-investments, including investments in debt, equity, and other equity-based instruments. HLA, which includes certain subsidiaries that serve as the general partner or managing member of substantially all of the Partnerships, may invest its own capital in the Partnerships and generally makes all investment and operating decisions for the Partnerships. HLA operates several wholly-owned entities through which it conducts its foreign operations.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Management believes it has made all necessary adjustments (which consisted of only normal recurring items) so that the condensed consolidated financial statements are presented fairly and that estimates made in preparing the condensed consolidated financial statements are reasonable and prudent. Results of operations for the three months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending March 31, 2022. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in HLI’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021.
COVID-19
In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) a global pandemic, which has resulted in significant disruption and uncertainty in the global economic markets. Given the amount of uncertainty regarding the scope and duration of the
9
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
COVID-19 pandemic, it is currently not possible to predict the precise impact it will have on the Company’s financial statements. In addition, certain impacts may not be reported in the current quarter due to the Company’s investments in partnerships and unrealized carried interest amounts, which are reported on a three-month lag, as discussed below in “Accounting for Differing Fiscal Periods”.
Accounting for Differing Fiscal Periods
The Partnerships primarily have a fiscal year end as of December 31, and the Company accounts for its investments in the Partnerships using a three-month lag due to the timing of financial information received from the investments held by the Partnerships. The Partnerships primarily invest in private equity funds, which generally require at least 90 days following the calendar year end to present audited financial statements. The Company records its share of capital contributions to and distributions from the Partnerships in investments in the Condensed Consolidated Balance Sheets during the three-month lag period.
Fair Value of Financial Instruments
The Company utilizes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach, and cost approach). The levels of the hierarchy are described below:
•Level 1: Values are determined using quoted market prices for identical financial instruments in an active market.
•Level 2: Values are determined using quoted prices for similar financial instruments and valuation models whose inputs are observable.
•Level 3: Values are determined using pricing models that use significant inputs that are primarily unobservable, discounted cash flow methodologies or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
The carrying amount of cash and cash equivalents, fees receivable, and accounts payable approximate fair value due to the immediate or short-term maturity of these financial instruments.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation.
10
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
3. Revenue
The following table presents revenues disaggregated by product offering, which aligns with the identified performance obligations and the basis for calculating each amount:
Three Months Ended June 30,
Management and advisory fees
2021
2020
Specialized funds
$
33,388
$
32,231
Customized separate accounts
24,500
23,515
Advisory
6,366
6,765
Reporting and other
5,282
2,836
Distribution management
4,121
1,727
Fund reimbursement revenue
227
193
Total management and advisory fees
$
73,884
$
67,267
Three Months Ended June 30,
Incentive fees
2021
2020
Specialized funds
$
1,659
$
1,985
Customized separate accounts
705
259
Consolidated variable interest related:
Specialized funds
2,747
233
Total incentive fees
$
5,111
$
2,477
Cost to obtain contracts
The Company incurs incremental costs related to sales commissions paid to certain employees directly related to customized separate account contracts. These incremental costs are capitalized and amortized over the expected contract length proportionately to the management fee revenue expected to be recognized in each year as a percentage of the total expected revenue for the contract. The contract asset related to the cost to obtain contracts was $979 and $964 as of June 30, 2021 and March 31, 2021, respectively, and is included in other assets in the Condensed Consolidated Balance Sheets. Amortization expense related to this contract asset was $129 and $128 for the three months ended June 30, 2021 and 2020, respectively, and is included in compensation and benefits in the Condensed Consolidated Statements of Income.
11
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
4. Investments
Investments consist of the following:
June 30,
March 31,
2021
2021
Equity method investments in Partnerships
$
258,618
$
240,337
Other equity method investments
1,338
1,297
Other investments
23,993
17,381
Investments valued under the measurement alternative
94,039
109,821
Total Investments
$
377,988
$
368,836
Equity method investments
The Company’s equity method investments in Partnerships represent its ownership in certain specialized funds and customized separate accounts. The strategies and geographic location of investments within the Partnerships vary by fund. The Company has a 1% interest in substantially all of the Partnerships. The Company’s other equity method investments represent its ownership in a technology company that provides benchmarking and analytics of private equity data and its ownership in a joint venture that automates the collection of fund and underlying portfolio company data from general partners. The Company recognized an equity method income (loss) related to its investments in Partnerships and other equity method investments of $20,049 and $(17,045)for the three months ended June 30, 2021 and 2020, respectively.
Other investments
The Company’s other investments represent a publicly traded security and investments in private equity funds and direct credit and equity co-investments that are held as collateral on the Company’s secured financing. The private equity fund investments can only be redeemed through distributions received from the liquidation of underlying investments of the fund, and the timing of distributions is currently indeterminable. The direct credit co-investments are debt securities classified as trading securities. The direct equity co-investments and private equity funds are measured at fair value with unrealized holding gains and losses included in earnings.
The Company accounts for its secured financing at fair value under the fair value option. The primary reason for electing the fair value option is to mitigate volatility in earnings from using different measurement attributes. The significant input to the fair value of the secured financing is the fair value of the other investments delivered as collateral which are estimated using Level 3 inputs with the significant inputs as shown below.
The Company recognized a gain on other investments held as collateral of $814 and $3,653 during the three months ended June 30, 2021 and 2020, respectively, that are recorded in other non-operating income. The Company recognized a loss on the secured financing liability of $814 and $3,653 during the three months ended June 30, 2021 and 2020, respectively, that are recorded in other non-operating income in the Condensed Consolidated Statement of Income.
12
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
Investments valued under the measurement alternative
During the quarter ended June 30, 2021, an investment held by the Company and valued under the measurement alternative launched an initial public offering (“IPO”) and began trading on a public exchange. As part of the IPO, the Company agreed to a lockup restriction on selling or transferring the security for a period of 180 days. As the investment has a readily determinable fair value at the end of each reporting period, it no longer qualifies to be recorded under the measurement alternative. At each reporting period going forward, the investment will be recorded at fair value with changes in value recorded to net income. The Company reclassified the investment into other investments and transferred it into Level 3 of the fair value hierarchy based upon the lockup restrictions. The Company recorded an unrealized gain of $3,455 that was recorded in other non-operating income in the Condensed Consolidated Statement of Income for the three months ended June 30, 2021.
5. Fair Value Measurement
The following tables summarize the Company’s financial assets and financial liabilities recorded at fair value by fair value hierarchy level:
As of June 30, 2021
Level 1
Level 2
Level 3
Total
Amortized Cost
Financial assets:
Other investments
$
—
$
3,665
$
20,328
$
23,993
$
12,614
Investments held in trust
276,019
—
—
276,019
276,000
Total financial assets
$
276,019
$
3,665
$
20,328
$
300,012
$
288,614
Financial liabilities
Warrant liability(1)
$
8,281
$
1,331
$
—
$
9,612
Secured financing(2)
—
3,665
13,873
17,538
Total financial liabilities
$
8,281
$
4,996
$
13,873
$
27,150
As of March 31, 2021
Level 1
Level 2
Level 3
Total
Amortized Cost
Financial assets:
Other investments
$
—
$
4,083
$
13,298
$
17,381
$
9,902
Investments held in trust
276,003
—
—
276,003
276,000
Total financial assets
$
276,003
$
4,083
$
13,298
$
293,384
$
285,902
Financial liabilities
Warrant liability(1)
$
6,348
$
1,020
$
—
$
7,368
Secured financing(2)
—
4,083
13,298
17,381
Total financial liabilities
$
6,348
$
5,103
$
13,298
$
24,749
(1) Warrant liability is recorded within other liabilities of consolidated variable interests in the Condensed Consolidated Balance Sheet.
(2) Secured financing is recorded within other liabilities in the Condensed Consolidated Balance Sheet.
13
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
The following is a reconciliation of other investments for which significant unobservable inputs (Level 3) were used in determining fair value:
Private equity funds
Direct credit co-investments
Direct equity co-investments
Publicly traded equity security
Total other investments
Balance as of March 31, 2021
$
6,254
$
985
$
6,059
$
—
$
13,298
Contributions
30
—
28
—
58
Distributions
(95)
(202)
—
—
(297)
Net gain
577
12
225
—
814
Transfer in/(out)
—
—
—
6,455
6,455
Balance as of June 30, 2021
$
6,766
$
795
$
6,312
$
6,455
$
20,328
Private equity funds
Direct credit co-investments
Direct equity co-investments
Total other investments
Balance as of March 31, 2020
$
5,786
$
1,756
$
5,852
$
13,394
Contributions
28
—
—
28
Distributions
(248)
(42)
—
(290)
Net gain
998
94
2,561
3,653
Balance as of June 30, 2020
$
6,564
$
1,808
$
8,413
$
16,785
The valuation methodologies, significant unobservable inputs, range of inputs and the weighted average input determined based upon relative fair value of the investments used in recurring Level 3 fair value measurements of financial assets were as follows, as of June 30, 2021:
Significant
Fair
Valuation
Unobservable
Weighted
Value
Methodology
Inputs
Range
Average
Other investments:
Private equity funds
$
6,766
Adjusted net asset value
Selected market return
5.0%
-
5.7%
5.6%
Direct credit co-investments
$
795
Discounted cash flow
Market yield
9.0%
-
9.0%
9.0%
Direct equity co-investments
$
6,312
Market approach
EBITDA multiple
7.75x
-
14.50x
10.29x
Market approach
Equity multiple
1.5x
1.5x
Publicly traded equity security
$
6,455
Market approach
Illiquidity discount
7.8%
7.8%
For the significant unobservable inputs listed in the table above: (1) a significant increase or decrease in the selected market return would result in a significantly higher or lower fair value measurement, respectively; (2) a significant increase or decrease in the market yield would result in a significantly lower or higher fair value measurement, respectively; (3) a significant increase or decrease in the selected multiple would result in a significantly higher or lower fair value measurement, respectively; and (4) a
14
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
significant increase or decrease in the illiquidity discount would result in a significantly lower or higher fair value measurement, respectively.
6. Acquisitions
On April 1, 2021, the Company acquired substantially all the assets of 361 Capital, LLC for a total aggregate cash amount of $13,096, of which $10,096 was paid on the closing date of the acquisition. The remaining $3,000 will be paid in two equal installments on the first and second anniversaries of the closing. The purchase price based upon the fair value of consideration transferred at the date of acquisition is $12,946. The Company recorded $7,145 of definite lived intangible assets related primarily to the acquired investment management contracts, which will be amortized over seven years, and $5,623 of goodwill, which are both recorded in other assets in the Condensed Consolidated Balance Sheets. The remaining assets acquired and liabilities assumed are not material to the condensed consolidated financial statements. Revenue and net income attributable to the acquisition of 361 Capital, LLC were not material for the three months ended June 30, 2021 and 2020, and as such, pro forma information related to this acquisition is not presented.
7. Variable Interest Entities
The Company consolidates certain VIEs in which it is determined that the Company is the primary beneficiary.
Consolidated Variable Interest Entities
The Company consolidates general partner entities of certain Partnerships, which are not wholly-owned by the Company. The total assets of the consolidated general partner entities are $5,942 and $4,787 as of June 30, 2021 and March 31, 2021, respectively, and are recorded in investments of consolidated variable interest entities in the Condensed Consolidated Balance Sheets. The consolidated general partner entities had no liabilities as of June 30, 2021 and March 31, 2021. The assets of the consolidated general partner entities represent equity method-investments in direct/co-investment funds and customized separate accounts and may only be used to settle obligations of the consolidated general partner entities, if any. In addition, there is no recourse to the Company for the consolidated general partner entities’ liabilities, except for certain entities in which there could be a clawback of previously distributed carried interest.
The Company sponsored and consolidates Hamilton Lane Alliance Holdings I, Inc. (“HLAH”) through HL Alliance Holdings Sponsor LLC, an indirect wholly-owned subsidiary of the Company. On January 15, 2021, HLAH completed an IPO raising total gross proceeds of $276,000 which were placed in a trust and can only be utilized for funding a business combination or the redemption of Class A shares of HLAH. In a private placement concurrent with the IPO, HLAH sold warrants to HL Alliance Holdings Sponsor LLC for gross proceeds of $7,520 which were used by HLAH to pay the offering costs and also to provide working capital. The total assets of HLAH were $277,128 and $277,528 as of June 30, 2021 and March 31, 2021, respectively. The total liabilities of HLAH were $19,497 and $17,310 as of June 30, 2021 and March 31, 2021, respectively. The assets of HLAH held outside of the trust can only be used to settle obligations of HLAH, and there is no recourse to the Company for HLAH’s liabilities. All warrants and Class B common stock of HLAH held by the Company are eliminated in consolidation.
15
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
Nonconsolidated Variable Interest Entities
The Company holds variable interests in certain Partnerships that are VIEs, which are not consolidated, as it is determined that the Company is not the primary beneficiary based upon the Company’s equity interest percentage in each of the VIEs. Certain Partnerships are considered VIEs because limited partners lack the ability to remove the general partner or dissolve the entity without cause, by simple majority vote (i.e. do not have substantive “kick out” or “liquidation” rights). The Company’s involvement with such entities is in the form of direct equity interests in, and fee arrangements with, the Partnerships in which it also serves as the general partner or managing member. In the Company’s role as general partner or managing member, it generally considers itself the sponsor of the applicable Partnership and makes all investment and operating decisions. As of June 30, 2021, the total commitments and remaining unfunded commitments from the limited partners and general partners to the unconsolidated VIEs are $24,144,410 and $9,386,316, respectively. These commitments are the primary source of financing for the unconsolidated VIEs.
The maximum exposure to loss represents the potential loss of assets recognized by the Company relating to these unconsolidated entities. The Company believes that its maximum exposure to loss is limited because it establishes separate limited partnerships or limited liability companies to serve as the general partner or managing member of the Partnerships.
The carrying amount of assets and liabilities recognized in the Condensed Consolidated Balance Sheet related to the Company’s interests in these non-consolidated VIEs and the Company’s maximum exposure to loss relating to non-consolidated VIEs were as follows:
June 30,
March 31,
2021
2021
Investments
$
147,701
$
138,092
Fees receivable
6,081
4,133
Due from related parties
1,014
837
Total VIE Assets
154,796
143,062
Non-controlling interests
(2,561)
(2,211)
Maximum exposure to loss
$
152,235
$
140,851
8. Debt
The Company’s debt consisted of the following:
As of June 30, 2021
As of March 31, 2021
Principal Outstanding
Carrying Value
Interest Rate
Principal Outstanding
Carrying Value
Interest Rate
Term Loan
$
73,125
$
72,918
2.25
%
$
73,594
$
73,378
2.25
%
Multi-Draw Facility
75,000
74,730
3.50
%
75,000
74,797
3.50
%
Revolver
—
—
2.25
%
15,000
15,000
2.25
%
Total Debt
$
148,125
$
147,648
$
163,594
$
163,175
16
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
On April 22, 2021, the Company amended its Term Loan and Security Agreement with First Republic Bank to provide an additional $25,000 of committed borrowing capacity and amended its Multi-Draw Term Loan and Security Agreement with First Republic Bank to increase the maximum commitment amount from $75,000 to $100,000 and extend the period to request an advance under the facility until March 31, 2022.
The carrying amount of the Company’s outstanding debt as of June 30, 2021 and March 31, 2021 approximated fair value based on then-current market rates for similar debt instruments and is classified as Level 2 within the fair value hierarchy.
9. Equity
The following table shows a rollforward of the Company’s common stock outstanding since March 31, 2021:
Class A Common Stock
Class B Common Stock
March 31, 2021
36,290,183
16,739,846
Forfeitures
(568)
—
Shares repurchased for employee tax withholdings
(5,891)
—
Restricted stock granted
1,155
—
Shares issued pursuant to Employee Share Purchase Plan
5,136
—
June 30, 2021
36,290,015
16,739,846
June 2020 Offering
In June 2020, the Company and certain selling stockholders completed a registered offering of an aggregate of 2,995,757 shares of Class A common stock at a price to the underwriters of $70.09 per share (the “June 2020 Offering”). The shares sold consisted of 71,242 shares held by the selling stockholders and 2,924,515 shares newly issued by the Company. The Company received approximately $204,979 in net proceeds from the sale of its shares and used all of the proceeds to settle exchanges by certain members of HLA of a total of 2,271,636 Class B units and 652,879 Class C units. In connection with the exchange of the Class B units, the Company also repurchased for par value and canceled a corresponding number of shares of Class B common stock. The Company did not receive any proceeds from the sale of shares by the selling stockholders.
17
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
10. Equity-Based Compensation
A summary of restricted stock activity for the three months ended June 30, 2021 is presented below:
Total Unvested
Weighted- Average Grant-Date Fair Value of Award
March 31, 2021
288,857
$
55.58
Granted
1,155
$
82.72
Vested
(16,590)
$
47.74
Forfeited
(568)
$
61.42
June 30, 2021
272,854
$
56.16
As of June 30, 2021, total unrecognized compensation expense related to restricted stock was $13,442.
11. Compensation and Benefits
The Company has recorded the following amounts related to compensation and benefits:
Three Months Ended June 30,
2021
2020
Base compensation and benefits
$
23,137
$
27,986
Incentive fee compensation
1,254
617
Equity-based compensation
2,341
1,748
Total compensation and benefits
$
26,732
$
30,351
12. Income Taxes
The Company’s effective tax rate used for interim periods is based on an estimated annual effective tax rate including the tax effect of items required to be recorded discretely in the interim period in which those items occur. The effective tax rate is dependent on many factors, including the estimated amount of income subject to income tax; therefore, the effective tax rate can vary from period to period. The Company evaluates the realizability of its deferred tax asset on a quarterly basis and adjusts the valuation allowance when it is more likely than not that all or a portion of the deferred tax asset may not be realized.
The Company’s effective tax rate was 21.1% and 27.9% for the three months ended June 30, 2021 and 2020, respectively. The effective tax rates were different from the statutory rates due to the portion of income allocated to the non-controlling entities, and valuation allowance recorded against deferred tax assets recorded in the periods.
As of June 30, 2021, the Company had no unrecognized tax positions and believes there will be no changes to uncertain tax positions within the next 12 months.
18
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
13. Earnings per Share
Shares of the Company’s Class B common stock do not share in the earnings or losses attributable to HLI, and, therefore, are not participating securities. As a result, a separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been included. Shares of the Company’s Class B common stock are, however, considered potentially dilutive to the Class A common stock because the Class B units to which the Class B common stock corresponds are exchangeable for shares of Class A common stock on a one-for-one basis, at which time the share of Class B common stock is surrendered in exchange for a payment of its par value.
The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock:
Three Months Ended June 30, 2021
Three Months Ended June 30, 2020
Net income attributable to HLI
Weighted-Average Shares
Per share amount
Net income attributable to HLI
Weighted-Average Shares
Per share amount
Basic EPS of Class A common stock
$
28,168
36,003,089
$
0.78
$
3,246
30,237,450
$
0.11
Adjustment to net income:
Assumed vesting of employee awards
34
9
Effect of dilutive securities:
Assumed vesting of employee awards
125,905
202,702
Diluted EPS of Class A common stock
$
28,202
36,128,994
$
0.78
$
3,255
30,440,152
$
0.11
The calculations of diluted earnings per share exclude 17,553,234 outstanding Class B and Class C units of HLA for the three months ended June 30, 2021 and 21,044,479 outstanding Class B and Class C units of HLA for the three months ended June 30, 2020, which are exchangeable into Class A common stock under the “if-converted” method, because the inclusion of such shares would be antidilutive.
14. Related-Party Transactions
The Company considers its employees, directors, and equity method investments to be related parties.
Revenue and Receivables
The Company has investment management agreements with various specialized funds and customized separate accounts that it manages. The Company earned management and advisory fees from Partnerships of $46,422 and $44,249 for the three months ended June 30, 2021 and 2020, respectively, and earned incentive fees from Partnerships of $4,575 and $2,355 for the three months ended June 30, 2021 and 2020, respectively.
Fees receivable from the Partnerships were $14,019 and $14,814 as of June 30, 2021 and March 31, 2021, respectively, and are included in fees receivable in the Condensed Consolidated Balance Sheets.
19
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
Expenses and Payables
The Company maintains a service agreement with its joint venture pursuant to which it had expenses of $1,020 and $960 for the three months ended June 30, 2021 and 2020, respectively, that are included in general, administrative and other expenses in the Condensed Consolidated Statements of Income. The Company also has a payable to the joint venture of $346 and $325 as of June 30, 2021 and March 31, 2021, respectively, which is included in other liabilities in the Condensed Consolidated Balance Sheets.
15. Supplemental Cash Flow Information
Three Months Ended June 30,
2021
2020
Non-cash financing activities:
Dividends declared but not paid
$
12,600
$
10,102
Member distributions declared but not paid
$
3,028
$
3,367
Establishment of net deferred tax assets related to offerings
$
—
$
52,793
16. Commitments and Contingencies
Litigation
In the ordinary course of business, the Company may be subject to various legal, regulatory, and/or administrative proceedings from time to time. Although there can be no assurance of the outcome of such proceedings, in the opinion of management, the Company does not believe it is probable that any pending or, to its knowledge, threatened legal proceeding or claim would individually or in the aggregate materially affect its condensed consolidated financial statements.
Incentive Fees
The Partnerships have allocated carried interest still subject to contingencies and did not meet the Company’s criteria for recognition in the amounts of $808,756 and $648,772, net of amounts attributable to non-controlling interests, at June 30, 2021 and March 31, 2021, respectively.
If the Company ultimately receives the unrecognized carried interest, a total of $202,189 and $162,193 as of June 30, 2021 and March 31, 2021, respectively, would potentially be payable to certain employees and third parties pursuant to compensation arrangements related to carried interest profit-sharing plans. Such amounts have not been recorded in the Condensed Consolidated Balance Sheets or Condensed Consolidated Statements of Income as the payment is not yet probable.
Commitments
The Company serves as the investment manager of the Partnerships. The general partner or managing member of each Partnership is generally a separate subsidiary of the Company and has agreed to invest funds on the same basis as the limited partners in most instances. The Company’s aggregate unfunded commitment to the Partnerships was $194,721 and $201,442 as of June 30, 2021 and March 31, 2021, respectively.
20
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)
Leases
The Company’s leases consist primarily of operating leases for office space and office equipment in various locations around the world, which have remaining lease terms of one year to 17 years. Some leases have the option to extend for an additional term or terminate early. Short-term lease costs are not material.
The Company entered into a 17-year lease agreement for its new headquarters in a newly constructed building. The Company was granted access to the space in October 2020 to begin building various leasehold improvements and moved into the property in June 2021.
The following table shows lease costs and other supplemental information related to the Company’s operating leases:
Three Months Ended June 30,
2021
2020
Operating lease costs
$
3,382
$
1,202
Variable lease costs
$
205
$
158
Cash paid for amounts included in the measurement of operating lease liabilities
$
1,500
$
1,314
Weighted average remaining lease term (in years)
15.6
3.0
Weighted average discount rate
3.4
%
4.9
%
As of June 30, 2021, the maturities of operating lease liabilities were as follows:
Remainder of FY2021
$
4,642
FY2022
6,788
FY2023
6,112
FY2024
5,670
FY2025
5,058
Thereafter
72,654
Total lease payments
100,924
Less: imputed interest
(24,667)
Total operating lease liabilities
$
76,257
17. Subsequent Events
On August 3, 2021, the Company declared a quarterly dividend of $0.35 per share of Class A common stock to record holders at the close of business onSeptember 15, 2021. The payment date will be October 6, 2021.
In July 2021, there was an observable price change for an investment held by the Company that is valued under the measurement alternative. As a result of the transaction, the Company expects to record an unrealized gain of approximately $23,000 during the second quarter of fiscal 2022.
21
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following information should be read in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included in this Form 10-Q, and our audited financial statements, notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2021 Form 10-K for a more complete understanding of our financial position and results of operations.
The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Investors should review the “Cautionary Note Regarding Forward-Looking Information” above and the “Risk Factors” detailed in Part I, Item 1A of our 2021 Form 10-K for a discussion of those risks and uncertainties that have the potential to cause actual results to be materially different. Our results of operations for interim periods are not necessarily indicative of results to be expected for the full year or for any other period. Unless otherwise indicated, references in this Form 10-Q to fiscal 2021 and fiscal 2020 are to our fiscal years ended March 31, 2021, and 2020, respectively.
Business Overview
We are a global private markets investment solutions provider. We offer a variety of investment solutions to address our clients’ needs across a range of private markets, including private equity, private credit, real estate, infrastructure, natural resources, growth equity and venture capital. These solutions are constructed from a range of investment types, including primary investments in funds managed by third-party managers, direct/co-investments alongside such funds and acquisitions of secondary stakes in such funds, with a number of our clients utilizing multiple investment types. These solutions are offered in a variety of formats covering some or all phases of private markets investment programs:
•Customized Separate Accounts: We design and build customized portfolios of private markets funds and direct investments to meet our clients’ specific portfolio objectives with regard to return, risk tolerance, diversification and liquidity. We generally have discretionary investment authority over our customized separate accounts, which comprised approximately $71 billion of our assets under management (“AUM”) as of June 30, 2021.
•Specialized Funds: We organize, invest and manage specialized primary, secondary, direct/co-investment funds, strategic opportunity funds and evergreen funds. Our specialized funds invest across a variety of private markets and include equity, equity-linked and credit funds offered on standard terms as well as shorter duration, opportunistically oriented funds. We launched our first specialized fund in 1997, and our product offerings have grown steadily, comprising approximately $20 billion of our AUM as of June 30, 2021.
•Advisory Services: We offer investment advisory services to assist clients in developing and implementing their private markets investment programs. Our investment advisory services include asset allocation, strategic plan creation, development of investment policies and guidelines, the screening and recommending of investments, legal negotiations, the monitoring of and reporting on investments and investment manager review and due diligence. Our advisory clients include some of the largest and most sophisticated private markets investors in the world. We had approximately $665 billion of assets under advisement (“AUA”) as of June 30, 2021.
•Distribution Management: We offer distribution management services to our clients through active portfolio management to enhance the realized value of publicly traded stock they receive as distributions from private equity funds.
22
•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 largest and most sophisticated private markets investors. As a highly customized, flexible outsourcing partner, we are equipped to provide investment services to institutional clients of all sizes and with different needs, internal resources and investment objectives. Our clients include prominent institutional investors in the United States, Canada, Europe, the Middle East, Asia, Australia and Latin America. We believe we are a leading provider of private markets solutions for U.S. labor union pension plans, and we serve numerous smaller public and corporate pension plans, sovereign wealth funds, financial institutions and insurance companies, endowments and foundations, as well as family offices and selected high-net-worth individuals.
Trends Affecting Our Business
Impact of Covid-19
In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) a global pandemic, which has resulted in significant disruption and uncertainty in the global economic markets. We are closely monitoring developments related to the COVID-19 pandemic and assessing any negative impacts to our business. While we expect to re-open many of our offices, including our corporate headquarters, to employees for onsite work later in 2021 as conditions permit, we believe COVID-19’s adverse impact on our business, financial condition and results of operations will be significantly driven by a number of factors that we are unable to predict or control, including, for example: the severity and duration of the pandemic; the pandemic’s impact on the U.S. and global economies; the timing, scope and effectiveness of additional governmental responses to the pandemic; the timing and path of economic recovery; and the negative impact on our portfolio investments, clients, counterparties, vendors and other business partners that may indirectly adversely affect us.
As of June 30, 2021, we have adequate liquidity with $73.1 million in available cash and $100 million in availability under our Loan Agreements (defined below). For more information on our Loan Agreements, see “Liquidity and Capital Resources—Loan Agreements”.
Recent Transactions
Acquisition
In April 2021, HLA acquired substantially all the assets of 361 Capital, LLC, a Denver, Colorado-based boutique alternative investment management firm, for a total aggregate purchase price of $13 million, of which $10 million was paid in cash on the closing date of the acquisition. The remaining $3 million will be paid in two equal installments on the first and second anniversaries of the closing.
23
Operating Segments
We operate our business in a single segment, which is how our chief operating decision maker (who is our chief executive officer) reviews financial performance and allocates resources.
Key Financial and Operating Measures
Our key financial measures are discussed below.
Revenues
We generate revenues primarily from management and advisory fees, and to a lesser extent, incentive fees.
Management and advisory fees comprise specialized fund and customized separate account management fees, advisory and reporting fees and distribution management fees.
Revenues from customized separate accounts are generally based on a contractual rate applied to committed capital or net invested capital under management. These fees often decrease over the life of the contract due to built-in declines in contractual rates and/or as a result of lower net invested capital balances as capital is returned to clients. In certain cases, we also provide advisory and/or reporting services, and, therefore, we also receive fees for services such as monitoring and reporting on a client’s existing private markets investments. In addition, we may provide for investments in our specialized funds as part of our customized separate accounts. In these cases, we generally reduce the management and/or incentive fees on customized separate accounts to the extent that assets in the accounts are invested in our specialized funds so that our clients do not pay duplicate fees.
Revenues from specialized funds are based on a percentage of limited partners’ capital commitments to, net invested capital or net asset value in, our specialized funds. The management fee during the commitment period is often charged on capital commitments and after the commitment period (or a defined anniversary of the fund’s initial closing) is typically reduced by a percentage of the management fee for the preceding year or charged on net invested capital. 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 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.
24
For each of our secondary funds, direct/co-investment funds, strategic opportunity funds and evergreen funds, we generally earn carried interest equal to a fixed percentage of net profits, usually 10.0% to 12.5%, subject to a compounded annual preferred return that is generally 6.0% to 8.0%. To the extent that our primary funds also directly make secondary investments and direct/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 isour 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 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.
25
Other Income (Expense)
Equity in income (loss) of investees primarilyrepresents 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.
Non-operating income (loss) consists primarily of gains and losses on certain investments, changes in liability under the tax receivable agreement and other non-recurring or non-cash items.
Other income (expense) of consolidated Variable Interest Entities (“VIEs”) consists primarily of the share of earnings of investments of consolidated general partner entities, which are not wholly-owned by us, in our specialized funds and certain customized separate accounts in which it has a general partner commitment and changes in fair value of liabilities of our sponsored special purpose acquisition company (“SPAC”).
Fee-Earning AUM
Fee-earning AUM is a metric we use to measure the assets from which we earn management fees. Our fee-earning AUM comprise assets in our customized separate accounts and specialized funds from which we derive management fees. We classify customized separate account revenue as management fees if the client is charged an asset-based fee, which includes the majority of our discretionary AUM accounts but also includes certain non-discretionary AUA accounts. Our fee-earning AUM is equal to the amount of capital commitments, net invested capital and net asset value (“NAV”) of our customized separate accounts and specialized funds depending on the fee terms. Substantially all of our customized separate accounts and specialized funds earn fees based on commitments or net invested capital, which are not affected by market appreciation or depreciation. Therefore, revenues and fee-earning AUM are not significantly affected by changes in market value.
Our calculations of fee-earning AUM may differ from the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers. Our definition of fee-earning AUM is not based on any definition that is set forth in the agreements governing the customized separate accounts or specialized funds that we manage.
26
Consolidated Results of Operations
The following is a discussion of our consolidated results of operations for the three months ended June 30, 2021 and 2020. This information is derived from our accompanying condensed consolidated financial statements prepared in accordance with GAAP.
Three Months Ended June 30,
($ in thousands)
2021
2020
Revenues
Management and advisory fees
$
73,884
$
67,267
Incentive fees
2,364
2,244
Consolidated variable interest entities related:
Incentive fees
2,747
233
Total revenues
78,995
69,744
Expenses
Compensation and benefits
26,732
30,351
General, administrative and other
16,154
10,560
Consolidated variable interest entities related:
General, administrative and other
359
—
Total expenses
43,245
40,911
Other income (expense)
Equity in income (loss) of investees
20,049
(17,045)
Interest expense
(1,165)
(487)
Interest income
423
24
Non-operating income (expense)
3,603
(275)
Consolidated variable interest entities related:
Equity in income (loss) of investees
229
(4,158)
Unrealized loss
(2,244)
—
Total other income (expense)
20,895
(21,941)
Income before income taxes
56,645
6,892
Income tax expense
11,964
1,924
Net income
44,681
4,968
Less: Income (loss) attributable to non-controlling interests in general partnerships
213
(2,010)
Less: Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.
19,296
3,732
Less: (Loss) attributable to redeemable non-controlling interests in Hamilton Lane Alliance Holdings I, Inc.
(2,996)
—
Net income attributable to Hamilton Lane Incorporated
$
28,168
$
3,246
27
Revenues
Three Months Ended June 30,
($ in thousands)
2021
2020
Management and advisory fees
Specialized funds
$
33,388
$
32,231
Customized separate accounts
24,500
23,515
Advisory
6,366
6,765
Reporting and other
5,282
2,836
Distribution management
4,121
1,727
Fund reimbursement revenue
227
193
Total management and advisory fees
73,884
67,267
Incentive fees
5,111
2,477
Total revenues
$
78,995
$
69,744
Three months ended June 30, 2021 compared to three months ended June 30, 2020
Total revenues increased $9.3 million, or 13%, to $79.0 million, for the three months ended June 30, 2021 compared to the three months ended June 30, 2020, due to increases in both management and advisory fees and incentive fees.
Management and advisory fees increased $6.6 million, or 10%, to $73.9 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020. Specialized funds revenue increased $1.2 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020, due primarily to a $1.0 million increase in revenue from our latest direct equity fund, which added $0.4 billion in fee-earning AUM between periods. Customized separate accounts revenue increased $1.0 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020 due to the addition of several new accounts and additional allocations from existing accounts as compared to the prior year period. Reporting and other fees increased $2.4 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020 due to $2.2 million in revenue added from the acquisition of 361 Capital, LLC in the current year period. Distribution management revenue increased $2.4 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020 due to increased distribution activity.
Incentive fees increased $2.6 million to $5.1 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020, due primarily to a $2.5 million increase from one of our direct equity funds.
28
Expenses
Three months ended June 30, 2021 compared to three months ended June 30, 2020
Total expenses increased $2.3 million, or 6%, to $43.2 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020 due to an increase in general, administrative and other expenses, partially offset by a decrease in compensation and benefits expenses.
Compensation and benefits expenses decreased $3.6 million, or 12%, to $26.7 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020, due primarily to a decrease in base compensation and benefits. Base compensation and benefits decreased $4.8 million, or 17%, for the three months ended June 30, 2021 compared to the three months ended June 30, 2020, due primarily to a decrease in our bonus plan accrual.
General, administrative and other expenses increased $6.0 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020. This change consisted primarily of a $2.3 million increase in rent expense, which included expenses for our new headquarters in the current year period, and a $1.8 million increase in consulting and professional fees.
Other Income (Expense)
The following table shows the equity in income of investees included in other income (expense):
Three Months Ended June 30,
($ in thousands)
2021
2020
Equity in income (loss) of investees
Primary funds
$
1,828
$
(3,006)
Direct/co-investment funds
7,654
(9,527)
Secondary funds
2,483
(2,162)
Customized separate accounts
7,293
(6,027)
Other equity method investments
1,020
(481)
Total equity in income (loss) of investees
$
20,278
$
(21,203)
Three months ended June 30, 2021 compared to three months ended June 30, 2020
Other income increased $42.8 million to an income of $20.9 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020, due primarily to increases in equity in income of investees.
Equity in income (loss) of investees increased $41.5 million to income of $20.3 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020. This was due primarily to the increases in public and private market valuations during the quarter ended March 31, 2021 compared to decreases from the impact of COVID-19 on public and private market valuations for the quarter ending March 31, 2020.
Non-operating income increased $3.9 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020, due primarily to a $3.5 million unrealized gain recognized on an investment accounted for under the measurement alternative in the current year period.
29
Other expense of consolidated VIEs decreased $2.1 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020, due primarily to an increase in equity in income (loss) of investees discussed above offset by the change in fair value of the warrants of our sponsored SPAC.
Income Tax Expense
The Company’s effective tax rate was 21.1% and 27.9% for the three months ended June 30, 2021 and 2020, respectively. The effective tax rates were different from the statutory tax rates due to the portion of income allocated to non-controlling entities and valuation allowance recorded against deferred tax assets recorded in the periods. The effective tax rate for the three months ended June 30, 2021 was less than the three months ended June 30, 2020 due primarily to excess taxable income over GAAP equity in income of investees, which was lower in the three months ended June 30, 2021 than the three months ended June 30, 2020.
Fee-Earning AUM
The following table provides the period to period rollforward of our fee-earning AUM.
Three Months Ended June 30,
Three Months Ended June 30,
($ in millions)
2021
2020
Customized Separate Accounts
Specialized Funds
Total
Customized Separate Accounts
Specialized Funds
Total
Balance, beginning of period
$
25,664
$
16,341
$
42,005
$
24,545
$
14,118
$
38,663
Contributions (1)
1,573
936
2,509
1,009
791
1,800
Distributions (2)
(1,007)
(941)
(1,948)
(1,110)
(195)
(1,305)
Foreign exchange, market value and other (3)
147
48
195
(158)
6
(152)
Balance, end of period
$
26,377
$
16,384
$
42,761
$
24,286
$
14,720
$
39,006
(1)Contributions represent (i) new commitments from customized separate accounts and specialized funds that earn fees on a committed capital fee base and (ii) capital contributions to underlying investments from customized separate accounts and specialized funds that earn fees on a net invested capital or NAV fee base.
(2)Distributions represent (i) returns of capital in customized separate accounts and specialized funds that earn fees on a net invested capital or NAV fee base, (ii) reductions in fee-earning AUM from separate accounts and specialized funds that moved from a committed capital to net invested capital fee base and (iii) reductions in fee-earning AUM from customized separate accounts and specialized funds that are no longer earning fees.
(3)Foreign exchange, market value and other consists primarily of (i) the impact of foreign exchange rate fluctuations for customized separate accounts and specialized funds that earn fees on non-U.S. dollar denominated commitments and (ii) market value appreciation (depreciation) from customized separate accounts and specialized funds that earn fees on a NAV fee base.
Three months ended June 30, 2021
Fee-earning AUM increased $0.8 billion to $42.8 billion during the three months ended June 30, 2021, due to contributions from customized separate accounts and specialized funds.
Customized separate accounts fee-earning AUM increased $0.7 billion, or 3%, to $26.4 billion for the three months ended June 30, 2021. Customized separate accounts contributions were $1.6 billion for the three months ended June 30, 2021, due to new allocations from existing clients and the addition of new clients. Distributions were $1.0 billion for the three months ended June 30, 2021 due to $0.5 billion from accounts reaching the end of their fund term, $0.3 billion from returns of capital in accounts earning fees
30
on a net invested capital or NAV fee base and $0.2 billion from accounts moving from a committed to net invested capital fee base.
Specialized funds fee-earning AUM was $16.4 billion for the three months ended June 30, 2021. Specialized fund contributions were $0.9 billion for the three months ended June 30, 2021, due primarily to $0.4 billion from new commitments earning fees on committed capital in our direct equity fund in market during the period. Distributions were $0.9 billion for the three months ended June 30, 2021, due to $0.4 billion from our prior direct equity fund moving from a committed to net invested capital fee base, $0.4 billion from returns of capital in funds earning fees on a net invested capital or NAV fee base and $0.2 billion from funds reaching the end of their fund term.
Non-GAAP Financial Measures
Below is a description of our unaudited non-GAAP financial measures. These are not measures of financial performance under GAAP and should not be considered a substitute for the most directly comparable GAAP measures, which are reconciled below. These measures have limitations as analytical tools, and when assessing our operating performance, you should not consider these measures in isolation or as a substitute for GAAP measures. Other companies may calculate these measures differently than we do, limiting their usefulness as a comparative measure.
Fee Related Earnings
Fee Related Earnings (“FRE”) is used to highlight our earnings from recurring management fees. FRE represents net income excluding (a) incentive fees and related compensation, (b) interest income and expense, (c) income tax expense, (d) equity in income of investees, (e) other non-operating income and (f) certain other significant items that we believe are not indicative of our core performance. We believe FRE is useful to investors because it provides additional insight into the operating profitability of our business. FRE is presented before income taxes.
Adjusted EBITDA
Adjusted EBITDA is our primary internal measure of profitability. We believe Adjusted EBITDA is useful to investors because it enables them to better evaluate the performance of our core business across reporting periods. Adjusted EBITDA represents net income excluding (a) interest expense on our outstanding debt, (b) income tax expense, (c) depreciation and amortization expense, (d) equity-based compensation expense, (e) other non-operating income and (f) certain other significant items that we believe are not indicative of our core performance.
31
The following table shows a reconciliation of net income attributable to Hamilton Lane Incorporated to Fee Related Earnings and Adjusted EBITDA for the three months ended June 30, 2021 and 2020:
Three Months Ended June 30,
($ in thousands)
2021
2020
Net income attributable to Hamilton Lane Incorporated
$
28,168
$
3,246
Income (loss) attributable to non-controlling interests in general partnerships
213
(2,010)
Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.
19,296
3,732
Loss attributable to non-controlling interests in Hamilton Lane Alliance Holdings I, Inc.
(2,996)
—
Incentive fees
(5,111)
(2,477)
Incentive fee related compensation (1)
2,383
1,173
SPAC related general, administrative and other expenses
359
—
Interest income
(423)
(24)
Interest expense
1,165
487
Income tax expense
11,964
1,924
Equity in (income) loss of investees
(20,278)
21,203
Non-operating (income) expense
(1,359)
275
Fee Related Earnings
$
33,381
$
27,529
Depreciation and amortization
1,378
1,004
Equity-based compensation
2,341
1,748
Incentive fees
5,111
2,477
Incentive fees attributable to non-controlling interests
(95)
(8)
Incentive fee related compensation (1)
(2,383)
(1,173)
Interest income
423
24
Adjusted EBITDA
$
40,156
$
31,601
(1) Incentive fee related compensation includes incentive fee compensation expense and bonus related to carried interest that is classified as base compensation.
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Non-GAAP Earnings Per Share
Non-GAAP earnings per share measures our per-share earnings excluding certain significant items that we believe are not indicative of our core performance and assuming all Class B and Class C units in HLA were exchanged for Class A common stock in HLI. Non-GAAP earnings per share is calculated as adjusted net income divided by adjusted shares outstanding. Adjusted net income is income before taxes fully taxed at our estimated statutory tax rate. We believe adjusted net income and non-GAAP earnings per share are useful to investors because they enable them to better evaluate total and per-share operating performance across reporting periods.
The following table shows a reconciliation of adjusted net income to net income attributable to Hamilton Lane Incorporated and adjusted shares outstanding to weighted-average shares of Class A common stock outstanding for the three months ended June 30, 2021 and 2020:
Three Months Ended June 30,
(in thousands, except share and per-share amounts)
2021
2020
Net income attributable to Hamilton Lane Incorporated
$
28,168
$
3,246
Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.
19,296
3,732
Income tax expense
11,964
1,924
Adjusted pre-tax net income
59,428
8,902
Adjusted income taxes (1)
(14,144)
(2,110)
Adjusted net income
$
45,284
$
6,792
Weighted-average shares of Class A common stock outstanding - diluted
36,128,994
30,440,152
Exchange of Class B and Class C units in HLA (2)
17,553,234
23,133,418
Adjusted shares outstanding
53,682,228
53,573,570
Non-GAAP earnings per share
$
0.84
$
0.13
(1) Represents corporate income taxes at our estimated statutory tax rate of 23.8% and 23.7% for the three month periods ended June 30, 2021 and 2020, respectively, applied to adjusted pre-tax net income. The 23.8% is based on a federal tax statutory rate of 21.0% and a combined state income tax rate net of federal benefits of 2.8%. The 23.7% is based on a federal tax statutory rate of 21.0% and a combined state income tax rate net of federal benefits of 2.7%.
(2) Assumes the full exchange of Class B and Class C units in HLA for Class A common stock of HLI pursuant to the exchange agreement.
33
Investment Performance
The following tables present information relating to the historical performance of our discretionary investment accounts. The data for these investments is presented from the date indicated through March 31, 2021 and have not been adjusted to reflect acquisitions or disposals of investments subsequent to that date.
When considering the data presented below, you should note that the historical results of our discretionary investments are not indicative of the future results you should expect from such investments, from any future investment funds we may raise or from an investment in our Class A common stock, in part because:
•market conditions and investment opportunities during previous periods may have been significantly more favorable for generating positive performance than those we may experience in the future;
•the performance of our funds is generally calculated on the basis of the NAV of the funds’ investments, including unrealized gains, which may never be realized;
•our historical returns derive largely from the performance of our earlier funds, whereas future fund returns will depend increasingly on the performance of our newer funds or funds not yet formed;
•our newly established funds may generate lower returns during the period that they initially deploy their capital;
•in recent years, there has been increased competition for investment opportunities resulting from the increased amount of capital invested in private markets alternatives and high liquidity in debt markets, and the increased competition for investments may reduce our returns in the future; and
•the performance of particular funds also will be affected by risks of the industries and businesses in which they invest.
The historical and potential future returns of the investment funds we manage are not directly linked to returns on our Class A common stock. Therefore, you should not conclude that continued positive performance of the investment funds we manage will necessarily result in positive returns on an investment in our Class A common stock. As used in this discussion, internal rate of return (“IRR”) is calculated on a pooled basis using daily cash flows. See “Performance Methodology” below for more information on how our returns are calculated.
Specialized Fund Performance
We organize, invest and manage specialized primary, secondary, direct/co-investment funds, strategic opportunity funds and evergreen funds. Our specialized funds invest across a variety of private markets and include equity, equity-linked and credit funds offered on standard terms, as well as shorter duration, opportunistically oriented funds. Below is performance information across our various specialized funds. Substantially all of these funds are globally focused, and they are grouped by the investment strategy utilized.
34
Gross Returns — Realized
Fund
Vintage year
Fund size ($M)
Realized Capital invested ($M)
Realized Gross multiple
Realized Gross IRR (%)
Realized Gross Spread vs. S&P 500 PME
Realized Gross Spread vs. MSCI World PME
Primaries (Diversified)
PEF I
1998
122
117
1.3
5.4%
378 bps
322 bps
PEF IV
2000
250
238
1.7
16.2%
1,302 bps
1,170 bps
PEF V
2003
135
133
1.7
14.2%
841 bps
950 bps
PEF VI
2007
494
498
1.7
12.1%
106 bps
442 bps
PEF VII
2010
262
245
1.7
15.3%
97 bps
498 bps
PEF VIII
2012
427
117
1.5
14.8%
115 bps
471 bps
PEF IX
2015
517
39
3.0
44.2%
2,871 bps
3,183 bps
PEF X
2018
278
N/A
N/A
N/A
N/A
N/A
Secondaries
Pre-Fund
-
-
362
1.5
17.1%
1,329 bps
1,172 bps
Secondary Fund I
2005
360
353
1.2
5.2%
113 bps
341 bps
Secondary Fund II
2008
591
596
1.5
19.9%
460 bps
877 bps
Secondary Fund III
2012
909
648
1.6
19.1%
542 bps
931 bps
Secondary Fund IV
2016
1,916
214
2.2
40.5%
2,483 bps
2,796 bps
Secondary Fund V
2019
3,929
20
1.9
158.1%
12,823 bps
12,977 bps
Co-investments
Pre-Fund
-
-
244
1.9
21.3%
1,655 bps
1,600 bps
Co-Investment Fund
2005
604
561
1.0
0.2%
(554) bps
(304) bps
Co-Investment Fund II
2008
1,195
849
2.5
21.5%
915 bps
1,292 bps
Co-Investment Fund III
2014
1,243
408
2.5
37.4%
2,325 bps
2,661 bps
Co-Investment Fund IV
2018
1,698
98
2.5
49.7%
3,378 bps
3,744 bps
Fund
Vintage year
Fund size ($M)
Realized Capital invested ($M)
Realized Gross multiple
Realized Gross IRR (%)
Realized Gross Spread vs. CS HY II PME
Realized Gross Spread vs. CS LL PME
Strategic Opportunities (Tail-end secondaries and credit)
Strat Opps 2015
2015
71
52
1.3
17.3%
759 bps
1,126 bps
Strat Opps 2016
2016
214
134
1.3
18.5%
1,104 bps
1,327 bps
Strat Opps 2017
2017
435
275
1.3
16.2%
1,166 bps
1,234 bps
Strat Opps 2018
2018
889
345
1.2
15.0%
1,149 bps
1,398 bps
Strat Opps 2019
2019
762
116
1.2
16.2%
1,107 bps
1,262 bps
Strat Opps 2020
2021
898
N/A
N/A
N/A
N/A
N/A
35
Gross Returns — Realized and Unrealized
Fund
Vintage year
Fund size ($M)
Capital invested ($M)
Gross multiple
Net Multiple
Gross IRR (%)
Net IRR (%)
Gross Spread vs. S&P 500 PME
Net Spread vs. S&P 500 PME
Gross Spread vs. MSCI World PME
Net Spread vs. MSCI World PME
Primaries (Diversified)
PEF I
1998
122
117
1.3
1.2
5.4%
2.5%
378 bps
76 bps
322 bps
16 bps
PEF IV
2000
250
238
1.7
1.5
16.2%
11.2%
1,302 bps
828 bps
1,170 bps
708 bps
PEF V
2003
135
133
1.7
1.6
14.2%
9.6%
841 bps
362 bps
950 bps
466 bps
PEF VI
2007
494
513
1.6
1.6
11.7%
8.8%
61 bps
(184) bps
396 bps
145 bps
PEF VII
2010
262
286
1.6
1.6
13.3%
9.4%
(97) bps
(475) bps
300 bps
(84) bps
PEF VIII
2012
427
414
1.4
1.4
10.2%
7.5%
(406) bps
(681) bps
(73) bps
(347) bps
PEF IX
2015
517
465
1.7
1.7
21.1%
19.2%
494 bps
279 bps
809 bps
591 bps
PEF X
2018
278
142
1.3
1.2
21.5%
16.4%
(79) bps
(815) bps
219 bps
(536) bps
Secondaries
Pre-Fund
-
-
362
1.5
N/A
17.1%
N/A
1,329 bps
N/A
1,172 bps
N/A
Secondary Fund I
2005
360
353
1.2
1.2
5.2%
3.8%
113 bps
(63) bps
341 bps
157 bps
Secondary Fund II
2008
591
596
1.5
1.4
19.9%
13.6%
460 bps
(182) bps
877 bps
223 bps
Secondary Fund III
2012
909
831
1.4
1.4
14.3%
12.0%
63 bps
(193) bps
448 bps
197 bps
Secondary Fund IV
2016
1,916
2,007
1.5
1.5
22.1%
23.0%
447 bps
540 bps
776 bps
864 bps
Secondary Fund V
2019
3,929
1,216
1.4
1.5
61.7%
93.9%
3,485 bps
5,413 bps
3,785 bps
5,540 bps
Co-investments
Pre-Fund
-
-
244
1.9
N/A
21.3%
N/A
1,655 bps
N/A
1,600 bps
N/A
Co-Investment Fund
2005
604
577
1.0
0.9
0.2%
(1.3)%
(570) bps
(746) bps
(319) bps
(501) bps
Co-Investment Fund II
2008
1,195
1,147
2.0
1.8
17.9%
14.2%
555 bps
167 bps
935 bps
542 bps
Co-Investment Fund III
2014
1,243
1,261
2.1
1.8
22.0%
18.6%
719 bps
389 bps
1,050 bps
714 bps
Co-Investment Fund IV
2018
1,698
1,438
1.6
1.5
30.7%
29.9%
1,003 bps
751 bps
1,290 bps
1,022 bps
Fund
Vintage year
Fund size ($M)
Capital invested ($M)
Gross multiple
Net Multiple
Gross IRR (%)
Net IRR (%)
Gross Spread vs. CS HY II PME
Net Spread vs. CS HY II PME
Gross Spread vs. CS LL PME
Net Spread vs. CS LL PME
Strategic Opportunities (Tail-end secondaries and credit)
Strat Opps 2015
2015
71
68
1.3
1.2
14.0%
10.7%
534 bps
209 bps
850 bps
519 bps
Strat Opps 2016
2016
214
214
1.3
1.2
12.4%
9.9%
571 bps
330 bps
758 bps
517 bps
Strat Opps 2017
2017
435
447
1.3
1.2
12.8%
10.2%
773 bps
502 bps
878 bps
622 bps
Strat Opps 2018
2018
889
844
1.2
1.2
11.6%
9.6%
616 bps
365 bps
851 bps
602 bps
Stat Opps 2019
2019
762
633
1.1
1.1
12.7%
10.6%
450 bps
(59) bps
625 bps
98 bps
Stat Opps 2020
2021
898
50
1.0
1.0
2.9%
N/A
(377) bps
N/A
291 bps
N/A
Performance Methodology
The indices presented for comparison are the S&P 500, MSCI World, Credit Suisse High Yield II (“CS HY II”) and Credit Suisse Leverage Loan (“CS LL”), calculated on a public market equivalent (“PME”) basis. We believe these indices are commonly used by private markets and credit investors to evaluate performance. The PME calculation methodology allows private markets investment performance to be evaluated against a public index and assumes that capital is being invested in, or withdrawn from, the index on the days the capital was called and distributed from the underlying fund managers. The S&P 500 Index is a total return capitalization-weighted index that measures the performance of 500 U.S. large cap stocks. The MSCI World Index is a free float-adjusted market capitalization-weighted index of over 1,600 world stocks that is designed to measure the equity market performance of developed markets. The CS HY II Index, formerly known as the DLJ High Yield Index, is designed to mirror the investable universe of the U.S. dollar denominated high yield debt market. Prices for the CS HY II Index are available on a weekly basis. The CS LL Index is an index designed to mirror the investable universe of
36
the U.S. dollar denominated leveraged loan market. Loans must be rated 5B or lower and the index frequency is monthly.
Our IRR represents the pooled IRR for all discretionary investments for the period from inception to March 31, 2021. Gross IRR is presented net of management fees, carried interest and expenses charged by the general partners of the underlying investments, but does not include our management fees, carried interest or expenses. Our gross IRR would decrease with the inclusion of our management fees, carried interest and expenses. Net IRR is net of all management fees, carried interest and expenses charged by the general partners of the underlying investments, as well as by us. Net IRR figures for our funds do not include cash flows attributable to the general partner. Note that secondary portfolio IRRs can be initially impacted by purchase discounts (or premiums) paid at the closing of a transaction, the impact of which will diminish over time.
The “Realized IRR” represents the pooled IRR for those discretionary investments that we consider realized for purposes of our track record, which are investments where the underlying investment fund has been fully liquidated, has generated a distributions to paid-in capital ratio (“DPI”) greater than or equal to 1.0 or is older than six years and has a residual value to paid-in capital ratio (“RVPI”) less than or equal to 0.2. Hamilton Lane Secondary Realized includes investments that have been fully liquidated, have a DPI greater than or equal to 1.0 or a RVPI less than or equal to 0.2. Hamilton Lane Realized Co-Investment and Hamilton Lane Realized Strategic Opportunities include investments that have been fully liquidated or have a DPI greater than or equal to 1.0. “Unrealized” includes all investments that do not meet the aforementioned criteria. DPI represents total distributions divided by total invested capital. RVPI represents the remaining market value divided by total invested capital. “Capital Invested” refers to the total amount of all investments made by a fund, including commitment-reducing and non-commitment-reducing capital calls. “Multiple” represents total distributions from underlying investments to the fund plus the fund’s market value divided by total contributed capital. “Gross Multiple” is presented net of management fees, carried interest and expenses charged by the fund managers of the underlying investments.
Specialized fund and pre-fund performance does not include ten funds-of-funds that have investor-specific investment guidelines.
Certain of our specialized funds utilize revolving credit facilities, which provide capital that is available to fund investments or pay partnership expenses and management fees. Borrowings may be paid down from time to time with investor capital contributions or distributions from investments. The use of a credit facility affects the fund’s return and magnifies the performance on the upside or on the downside.
Liquidity and Capital Resources
Historical Liquidity and Capital Resources
We have managed our historical liquidity and capital requirements primarily through the receipt of management and advisory fee revenues. Our primary cash flow activities involve: (1) generating cash flow from operations, which largely includes management and advisory fees; (2) realizations generated from our investment activities; (3) funding capital commitments that we have made to certain of our specialized funds and customized separate accounts; (4) making dividend payments to our stockholders and distributions to holders of HLA units; and (5) borrowings, interest payments and repayments under our outstanding debt. As of June 30, 2021 and March 31, 2021, our cash and cash equivalents, including investments in money market funds, were $73.1 million and $87.0 million, respectively.
Our material sources of cash from our operations include: (1) management and advisory fees, which are collected monthly or quarterly; (2) incentive fees, which are volatile and largely unpredictable as to
37
amount and timing; and (3) fund distributions related to investments in our specialized funds and certain customized separate accounts that we manage. We use cash flow from operations primarily to pay compensation and related expenses, general, administrative and other expenses, debt service, capital expenditures and distributions to our owners and to fund commitments to certain of our specialized funds and customized separate accounts. If cash flow from operations were insufficient to fund distributions to our owners, we expect that we would suspend paying such distributions.
We have also accessed the capital markets and used proceeds from sales of our Class A common stock to settle in cash exchanges of HLA membership interests by direct and indirect owners of HLA pursuant to our exchange agreement.
Loan Agreements
We maintain a Term Loan and Security Agreement, as amended (the “Term Loan Agreement”), a Revolving Loan and Security Agreement, as amended (the “Revolving Loan Agreement”), and a Multi-Draw Term Loan and Security Agreement, as amended (the “Multi-Draw Term Loan Agreement” and, together with the Term Loan Agreement and the Revolving Loan Agreement, the “Loan Agreements”), with First Republic Bank (“First Republic”). The Term Loan Agreement has a maturity date of July 1, 2027 and the interest rate is a floating per annum rate equal to the prime rate minus 1.50% subject to a floor of 2.25%. As of June 30, 2021, we had an outstanding balance of $73.1 million under the Term Loan Agreement. We are entitled to request additional uncommitted term advances not to exceed $25 million in the aggregate, as well as additional committed term advances not to exceed $25 million in the aggregate through March 24, 2023.
The Revolving Loan Agreement provides that the aggregate outstanding balance will not exceed $25 million and has a maturity date of March 24, 2023. The interest rate is a floating per annum rate equal to the prime rate minus 1.50% subject to a floor of 2.25%. As of June 30, 2021, we did not have any outstanding balance under the Revolving Loan Agreement.
The Multi-Draw Term Loan Agreement provides for a term loan in the aggregate principal amount of $100 million with a maturity date of July 1, 2030. Advances may be drawn through March 31, 2022 and the interest rate is a fixed per annum rate of 3.50%. As of June 30, 2021, we had an outstanding balance of $75.0 million under the Multi-Draw Term Loan Agreement.
The Loan Agreements contain covenants that, among other things, limit HLA’s ability to incur indebtedness, transfer or dispose of assets, merge with other companies, create, incur or allow liens, make investments, make distributions, engage in transactions with affiliates and take certain actions with respect to management fees. The Loan Agreements also require HLA to maintain, among other requirements, (i) a specified amount of management fees, (ii) a specified amount of adjusted EBITDA, as defined in the Loan Agreements, and (iii) a specified minimum tangible net worth, during the term of each of the Loan Agreements. The obligations under the Loan Agreements are secured by substantially all the assets of HLA. As of June 30, 2021 and March 31, 2021, the principal amount of debt outstanding equaled $148.1 million and $163.6 million, respectively.
Future Sources and Uses of Liquidity
We generate significant cash flows from operating activities. We believe that we will be able to continue to meet our current and long-term liquidity and capital requirements through our cash flows from operating activities, existing cash and cash equivalents and our ability to obtain future external financing.
38
We believe we will also continue to evaluate opportunities, based on market conditions, to access the capital markets and use proceeds from sales of our Class A common stock to settle in cash exchanges of HLA membership interests by direct and indirect owners of HLA pursuant to our exchange agreement. The timing or size of any potential transactions will depend on a number of factors, including market opportunities and our views regarding our capital and liquidity positions and potential future needs. There can be no assurance that any such transactions will be completed on favorable terms, or at all.
We currently sponsor a SPAC and intend to sponsor additional SPACs in the future, depending on market and other conditions, which will require an initial investment of capital from us that we may be unable to recover if a suitable target company for the SPAC is not identified within the prescribed timeframe.
In November 2018, we authorized a program to repurchase up to 6% of the outstanding shares of our Class A common stock, not to exceed $50 million (the “Stock Repurchase Program”). The Stock Repurchase Program does not include specific price targets or timetables and may be suspended or terminated by us at any time. We intend to finance the purchases using available working capital and/or external financing. The Stock Repurchase Program expires 12 months after the date of the first acquisition under the authorization. We have not repurchased any of our Class A common stock under the Stock Repurchase Program, and therefore the full purchase authority remains available.
We expect that our primary current and long-term liquidity needs will comprise cash to: (1) provide capital to facilitate the growth of our business; (2) fund commitments to our investments; (3) pay operating expenses, including cash compensation to our employees; (4) make payments under the tax receivable agreement; (5) fund capital expenditures; (6) pay interest and principal due on our outstanding debt; (7) pay income taxes; (8) make dividend payments to our stockholders and distributions to holders of HLA units in accordance with our distribution policy; (9) settle exchanges of HLA membership interests by direct and indirect owners of HLA pursuant to our exchange agreement from time to time; (10) fund SPACs sponsored by us; and (11) fund purchases of our Class A common stock pursuant to the Stock Repurchase Program.
We are required to maintain minimum net capital balances for regulatory purposes for our Hong Kong, United Kingdom and broker-dealer subsidiaries. These net capital requirements are met by retaining cash. As a result, we may be restricted in our ability to transfer cash between different operating entities and jurisdictions. As of each of June 30, 2021 and March 31, 2021, we were required to maintain approximately $3.0 million in liquid net assets within these subsidiaries to meet regulatory net capital and capital adequacy requirements. We are in compliance with these regulatory requirements.
Dividend Policy
The declaration and payment by us of any future dividends to holders of our Class A common stock is at the sole discretion of our board of directors. We intend to continue to pay a cash dividend on a quarterly basis. Subject to funds being legally available, we will cause HLA to make pro rata distributions to its members, including us, in an amount at least sufficient to allow us to pay all applicable taxes, to make payments under the tax receivable agreement, and to pay our corporate and other overhead expenses.
Tax Receivable Agreement
We expect that periodic exchanges of membership units of HLA by members of HLA will result in increases in the tax basis in our share of the assets of HLA that otherwise would not have been available. These increases in tax basis are expected to increase our depreciation and amortization deductions and
39
create other tax benefits and therefore may reduce the amount of tax that we would otherwise be required to pay in the future. The tax receivable agreement will require us to pay 85% of the amount of these and certain other tax benefits, if any, that we realize (or are deemed to realize in the case of an early termination payment, a change in control or a material breach by us of our obligations under the tax receivable agreement) to the existing direct and indirect members of HLA.
Cash Flows
Three Months Ended June 30, 2021 and 2020
Three Months Ended June 30,
($ in thousands)
2021
2020
Net cash provided by operating activities
$
32,389
$
47,455
Net cash used in investing activities
(4,431)
(6,074)
Net cash used in financing activities
(42,087)
(20,343)
Operating Activities
Our operating activities generally reflect our earnings in the respective periods after adjusting for significant non-cash activity, including equity in income (loss) of investees, equity-based compensation, lease expense and depreciation and amortization, all of which are included in earnings. For the three months ended June 30, 2021 and 2020, our net cash provided by operating activities was driven primarily by receipts of management fees and incentive fees offset by payment of operating expenses, which includes compensation and benefits and general, administrative and other expenses.
Investing Activities
Our investing activities generally reflect cash used for acquisitions, fixed asset purchases and contributions to and distributions from our investments. For the three months ended June 30, 2021 and 2020, our net cash used in investing activities was driven primarily by purchases of furniture, fixtures and equipment and net contributions to our funds. Additionally, during the three months ended June 30, 2021, we received a distribution from one of our investments valued under the measurement alternative which was partially offset by the cash paid to acquire 361 Capital, LLC.
Financing Activities
Our financing activities generally reflect cash received from debt and equity financings, payments to owners in the form of dividends, distributions and repurchases of shares and scheduled repayments of our outstanding debt. For the three months ended June 30, 2021 and 2020, our net cash used in financing activities was driven primarily by dividends paid to shareholders and distributions to HLA members. Additionally, during the three months ended June 30, 2021, we repaid the outstanding balance on our Revolving Loan Agreement.
Off-Balance Sheet Arrangements
There have been no material changes in our off-balance sheet arrangements discussed in our 2021 Form 10-K.
Contractual Obligations, Commitments and Contingencies
There have been no material changes outside of the ordinary course of business in our contractual obligations, commitments and contingencies from those specified in our 2021 Form 10-K.
40
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 2021 Form 10-K.
Recent Accounting Pronouncements
Information regarding recent accounting developments and their impact on our results can be found in Note 2, “Summary of Significant Accounting Policies” in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
In the normal course of business, we are exposed to a broad range of risks inherent in the financial markets in which we participate, including price risk, interest-rate risk, access to and cost of financing risk, liquidity risk, counterparty risk and foreign exchange-rate risk. Potentially negative effects of these risks may be mitigated to a certain extent by those aspects of our investment approach, investment strategies, fundraising practices or other business activities that are designed to benefit, either in relative or absolute terms, from periods of economic weakness, tighter credit or financial market dislocations.
Our predominant exposure to market risk is related to our role as general partner or investment manager for our specialized funds and customized separate accounts and the sensitivities to movements in the fair value of their investments, which may adversely affect our equity in income of investees. Since our management fees are generally based on commitments or net invested capital, our management fee and advisory fee revenue is not significantly impacted by changes in investment values.
Fair value of the financial assets and liabilities of our specialized funds and customized separate accounts may fluctuate in response to changes in the value of securities, foreign currency exchange rates, commodity prices and interest rates. The impact of investment risk is as follows:
•Equity in income of investees changes along with the realized and unrealized gains of the underlying investments in our specialized funds and certain customized separate accounts in which we have a general partner commitment. Our general partner investments include thousands of unique underlying portfolio investments with no significant concentration in any industry or country outside of the United States.
•Management fees from our specialized funds and customized separate accounts are not significantly affected by changes in fair value as the management fees are not generally based on the value of the specialized funds or customized separate accounts, but rather on the amount of capital committed or invested in the specialized funds or customized separate accounts, as applicable.
41
•Incentive fees from our specialized funds and customized separate accounts are not materially affected by changes in the fair value of unrealized investments because they are based on realized gains and subject to achievement of performance criteria rather than on the fair value of the specialized fund’s or customized separate account’s assets prior to realization. Minor decreases in underlying fair value would not affect the amount of deferred incentive fee revenue subject to clawback.
Exchange Rate Risk
Several of our specialized funds and customized separate accounts hold investments denominated in non-U.S. dollar currencies that may be affected by movements in the rate of exchange between the U.S. dollar and foreign currency, which could impact investment performance. The currency exposure related to investments in foreign currency assets is limited to our general partner interest, which is typically one percent of total capital commitments. We do not possess significant assets in foreign countries in which we operate or engage in material transactions in currencies other than the U.S. dollar. Therefore, changes in exchange rates are not expected to materially impact our financial statements.
Interest Rate Risk
As of June 30, 2021, we had $148.1 million in borrowings outstanding under our Loan Agreements. The annual interest rate on the Term Loan Agreement, which is at the prime rate minus 1.50%, subject to a floor of 2.25%, was 2.25% as of June 30, 2021. The annual interest rate on the Revolving Loan Agreement, which is at the prime rate minus 1.50%, subject to a floor of 2.25%, was 2.25% as of June 30, 2021.
Based on the floating rate component of our Loan Agreements payable as of June 30, 2021, we estimate that a 100 basis point increase in interest rates would result in increased interest expense of $0.4 million over the next 12 months.
Credit Risk
We are party to agreements providing for various financial services and transactions that contain an element of risk in the event that the counterparties are unable to meet the terms of such agreements. In such agreements, we depend on the respective counterparty to make payment or otherwise perform. We generally endeavor to minimize our risk of exposure by limiting the counterparties with which we enter into financial transactions to reputable financial institutions. In other circumstances, availability of financing from financial institutions may be uncertain due to market events, and we may not be able to access these financing markets.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2021. Our disclosure controls and procedures are intended to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
42
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 June 30, 2021.
Changes in Internal Control over Financial Reporting
There have been no changes to our internal control over financial reporting during the quarter ended June 30, 2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In the ordinary course of business, we may be subject to various legal, regulatory and/or administrative proceedings from time to time. Although there can be no assurance of the outcome of such proceedings, in the opinion of management, we do not believe it is probable that any pending or, to our knowledge, threatened legal proceeding or claim would individually or in the aggregate materially affect our condensed consolidated financial statements.
Item 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of our 2021 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The following table provides information about our repurchase activity with respect to shares of our Class A common stock for the quarter ended June 30, 2021:
Period
Total
Number of
Shares
Purchased(1)
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Approximate
Dollar Value of
Shares
that May Yet Be
Purchased Under the
Plans or Programs(2)
April 1-30, 2021
—
$
—
—
$
50,000,000
May 1-31, 2021
—
$
—
—
$
50,000,000
June 1-30, 2021
5,891
$
91.32
—
$
50,000,000
Total
5,891
$
91.32
—
$
50,000,000
(1) Shares of Class A common stock tendered by an employee as payment of taxes withheld on the vesting of restricted stock granted under HLI’s 2017 Equity Incentive Plan.
(2) On November 6, 2018, we announced that our board of directors authorized a program to repurchase, in the aggregate, up to 6% of the outstanding shares of our Class A common stock as of the date of the authorization, not to exceed $50 million (the “Stock Repurchase Program”). The authorization provides us the flexibility to repurchase shares in the open market or in privately negotiated transactions from time to time, based on market conditions and other factors. We have not repurchased any of our Class A common stock under the Stock Repurchase Program, so the full purchase authority remains available under this program, which expires 12 months after the date of the first acquisition under the authorization.
The following financial information from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Income; (iii) the Condensed Consolidated Statements of Comprehensive Income; (iv) the Condensed Consolidated Statements of Stockholders’ Equity; (v) the Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements.
X
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
X
‡ Furnished herewith.
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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 3rd day of August, 2021.
