false2025Q10001433642--03-31xbrli:sharesiso4217:USDiso4217:USDxbrli:sharesxbrli:pure00014336422024-04-012024-06-300001433642us-gaap:CommonClassAMember2024-08-020001433642us-gaap:CommonClassBMember2024-08-020001433642srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMember2024-06-300001433642srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMember2024-03-3100014336422024-06-3000014336422024-03-310001433642us-gaap:RelatedPartyMember2024-06-300001433642us-gaap:RelatedPartyMember2024-03-310001433642us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2024-06-300001433642us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2024-03-310001433642us-gaap:CommonClassAMember2024-03-310001433642us-gaap:CommonClassAMember2024-06-300001433642us-gaap:CommonClassBMember2024-06-300001433642us-gaap:CommonClassBMember2024-03-310001433642srt:SubsidiariesMember2024-06-300001433642srt:SubsidiariesMember2024-03-310001433642hlne:PartnershipsOfSubsidiaryMember2024-06-300001433642hlne:PartnershipsOfSubsidiaryMember2024-03-310001433642srt:SubsidiaryIssuerMember2024-06-300001433642srt:SubsidiaryIssuerMember2024-03-310001433642hlne:ConsolidatedFundsMember2024-06-300001433642hlne:ConsolidatedFundsMember2024-03-310001433642hlne:ManagementAndAdvisoryFeeRevenueMember2024-04-012024-06-300001433642hlne:ManagementAndAdvisoryFeeRevenueMember2023-04-012023-06-300001433642srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMemberhlne:IncentiveFeeRevenueMember2024-04-012024-06-300001433642srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMemberhlne:IncentiveFeeRevenueMember2023-04-012023-06-3000014336422023-04-012023-06-300001433642srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMember2024-04-012024-06-300001433642srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMember2023-04-012023-06-300001433642us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2024-04-012024-06-300001433642us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2023-04-012023-06-300001433642hlne:PartnershipsOfSubsidiaryMember2024-04-012024-06-300001433642hlne:PartnershipsOfSubsidiaryMember2023-04-012023-06-300001433642srt:SubsidiaryIssuerMember2024-04-012024-06-300001433642srt:SubsidiaryIssuerMember2023-04-012023-06-300001433642hlne:ConsolidatedFundsMember2024-04-012024-06-300001433642hlne:ConsolidatedFundsMember2023-04-012023-06-300001433642us-gaap:CommonClassAMember2024-04-012024-06-300001433642us-gaap:CommonClassAMember2023-04-012023-06-300001433642us-gaap:CommonStockMemberus-gaap:CommonClassAMember2024-03-310001433642us-gaap:CommonStockMemberus-gaap:CommonClassBMember2024-03-310001433642us-gaap:AdditionalPaidInCapitalMember2024-03-310001433642us-gaap:RetainedEarningsMember2024-03-310001433642hlne:PartnershipsOfSubsidiaryMemberus-gaap:NoncontrollingInterestMember2024-03-310001433642srt:SubsidiariesMemberus-gaap:NoncontrollingInterestMember2024-03-310001433642us-gaap:NoncontrollingInterestMemberhlne:ConsolidatedFundsMember2024-03-310001433642us-gaap:RetainedEarningsMember2024-04-012024-06-300001433642hlne:PartnershipsOfSubsidiaryMemberus-gaap:NoncontrollingInterestMember2024-04-012024-06-300001433642srt:SubsidiariesMemberus-gaap:NoncontrollingInterestMember2024-04-012024-06-300001433642us-gaap:NoncontrollingInterestMemberhlne:ConsolidatedFundsMember2024-04-012024-06-300001433642us-gaap:AdditionalPaidInCapitalMember2024-04-012024-06-300001433642us-gaap:CommonStockMemberus-gaap:CommonClassAMember2024-06-300001433642us-gaap:CommonStockMemberus-gaap:CommonClassBMember2024-06-300001433642us-gaap:AdditionalPaidInCapitalMember2024-06-300001433642us-gaap:RetainedEarningsMember2024-06-300001433642hlne:PartnershipsOfSubsidiaryMemberus-gaap:NoncontrollingInterestMember2024-06-300001433642srt:SubsidiariesMemberus-gaap:NoncontrollingInterestMember2024-06-300001433642us-gaap:NoncontrollingInterestMemberhlne:ConsolidatedFundsMember2024-06-300001433642us-gaap:CommonStockMemberus-gaap:CommonClassAMember2023-03-310001433642us-gaap:CommonStockMemberus-gaap:CommonClassBMember2023-03-310001433642us-gaap:AdditionalPaidInCapitalMember2023-03-310001433642us-gaap:RetainedEarningsMember2023-03-310001433642hlne:PartnershipsOfSubsidiaryMemberus-gaap:NoncontrollingInterestMember2023-03-310001433642srt:SubsidiariesMemberus-gaap:NoncontrollingInterestMember2023-03-310001433642us-gaap:NoncontrollingInterestMemberhlne:ConsolidatedFundsMember2023-03-3100014336422023-03-310001433642us-gaap:RetainedEarningsMember2023-04-012023-06-300001433642hlne:PartnershipsOfSubsidiaryMemberus-gaap:NoncontrollingInterestMember2023-04-012023-06-300001433642srt:SubsidiariesMemberus-gaap:NoncontrollingInterestMember2023-04-012023-06-300001433642us-gaap:NoncontrollingInterestMemberhlne:ConsolidatedFundsMember2023-04-012023-06-300001433642us-gaap:AdditionalPaidInCapitalMember2023-04-012023-06-300001433642us-gaap:CommonStockMemberus-gaap:CommonClassAMember2023-04-012023-06-300001433642us-gaap:CommonStockMemberus-gaap:CommonClassAMember2023-06-300001433642us-gaap:CommonStockMemberus-gaap:CommonClassBMember2023-06-300001433642us-gaap:AdditionalPaidInCapitalMember2023-06-300001433642us-gaap:RetainedEarningsMember2023-06-300001433642hlne:PartnershipsOfSubsidiaryMemberus-gaap:NoncontrollingInterestMember2023-06-300001433642srt:SubsidiariesMemberus-gaap:NoncontrollingInterestMember2023-06-300001433642us-gaap:NoncontrollingInterestMemberhlne:ConsolidatedFundsMember2023-06-3000014336422023-06-300001433642srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMember2023-06-300001433642us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2023-06-300001433642hlne:HamiltonLaneAdvisorsL.L.C.Member2024-06-300001433642hlne:HamiltonLaneAdvisorsL.L.C.Member2024-03-310001433642hlne:ManagementAndAdvisoryFeeRevenueSpecializedFundsMember2024-04-012024-06-300001433642hlne:ManagementAndAdvisoryFeeRevenueSpecializedFundsMember2023-04-012023-06-300001433642hlne:ManagementAndAdvisoryFeeRevenueCustomizedSeparateAccountsMember2024-04-012024-06-300001433642hlne:ManagementAndAdvisoryFeeRevenueCustomizedSeparateAccountsMember2023-04-012023-06-300001433642hlne:ManagementAndAdvisoryFeeRevenueAdvisoryMember2024-04-012024-06-300001433642hlne:ManagementAndAdvisoryFeeRevenueAdvisoryMember2023-04-012023-06-300001433642hlne:ManagementAndAdvisoryFeeRevenueReportingAndOtherMember2024-04-012024-06-300001433642hlne:ManagementAndAdvisoryFeeRevenueReportingAndOtherMember2023-04-012023-06-300001433642hlne:ManagementAndAdvisoryFeeRevenueDistributionManagementMember2024-04-012024-06-300001433642hlne:ManagementAndAdvisoryFeeRevenueDistributionManagementMember2023-04-012023-06-300001433642hlne:ManagementAndAdvisoryFeeRevenueFundReimbursementRevenueMember2024-04-012024-06-300001433642hlne:ManagementAndAdvisoryFeeRevenueFundReimbursementRevenueMember2023-04-012023-06-300001433642hlne:IncentiveFeeRevenueSpecializedFundsMember2024-04-012024-06-300001433642hlne:IncentiveFeeRevenueSpecializedFundsMember2023-04-012023-06-300001433642hlne:IncentiveFeeRevenueCustomizedSeparateAccountsMember2024-04-012024-06-300001433642hlne:IncentiveFeeRevenueCustomizedSeparateAccountsMember2023-04-012023-06-300001433642hlne:IncentiveFeeRevenueMember2024-04-012024-06-300001433642hlne:IncentiveFeeRevenueMember2023-04-012023-06-300001433642hlne:PartnershipsMember2024-06-300001433642hlne:PartnershipsMember2024-03-310001433642hlne:OtherEquityMethodInvestmentsMember2024-06-300001433642hlne:OtherEquityMethodInvestmentsMember2024-03-310001433642hlne:PartnershipsMemberus-gaap:VariableInterestEntityPrimaryBeneficiaryMember2024-06-300001433642hlne:PartnershipsMemberus-gaap:VariableInterestEntityPrimaryBeneficiaryMember2024-03-310001433642us-gaap:CarryingReportedAmountFairValueDisclosureMember2024-06-300001433642us-gaap:CarryingReportedAmountFairValueDisclosureMember2024-03-310001433642hlne:InvestmentHeldAsCollateralMember2024-04-012024-06-300001433642hlne:InvestmentHeldAsCollateralMember2023-04-012023-06-3000014336422023-04-012024-03-310001433642srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMemberus-gaap:FairValueInputsLevel1Member2024-06-300001433642srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMemberus-gaap:FairValueInputsLevel2Member2024-06-300001433642srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMemberus-gaap:FairValueInputsLevel3Member2024-06-300001433642srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2024-06-300001433642us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberus-gaap:FairValueInputsLevel1Member2024-06-300001433642us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberus-gaap:FairValueInputsLevel2Member2024-06-300001433642us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberus-gaap:FairValueInputsLevel3Member2024-06-300001433642us-gaap:FairValueMeasuredAtNetAssetValuePerShareMemberus-gaap:VariableInterestEntityPrimaryBeneficiaryMember2024-06-300001433642us-gaap:FairValueInputsLevel1Member2024-06-300001433642us-gaap:FairValueInputsLevel2Member2024-06-300001433642us-gaap:FairValueInputsLevel3Member2024-06-300001433642us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2024-06-300001433642srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMemberus-gaap:FairValueInputsLevel1Member2024-03-310001433642srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMemberus-gaap:FairValueInputsLevel2Member2024-03-310001433642srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMemberus-gaap:FairValueInputsLevel3Member2024-03-310001433642srt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2024-03-310001433642us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberus-gaap:FairValueInputsLevel1Member2024-03-310001433642us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberus-gaap:FairValueInputsLevel2Member2024-03-310001433642us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberus-gaap:FairValueInputsLevel3Member2024-03-310001433642us-gaap:FairValueMeasuredAtNetAssetValuePerShareMemberus-gaap:VariableInterestEntityPrimaryBeneficiaryMember2024-03-310001433642us-gaap:FairValueInputsLevel1Member2024-03-310001433642us-gaap:FairValueInputsLevel2Member2024-03-310001433642us-gaap:FairValueInputsLevel3Member2024-03-310001433642us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2024-03-310001433642us-gaap:PrivateEquityFundsMemberus-gaap:FairValueInputsLevel3Member2024-03-310001433642hlne:DirectCreditCoInvestmentsMemberus-gaap:FairValueInputsLevel3Member2024-03-310001433642hlne:DirectEquityCoInvestmentsMemberus-gaap:FairValueInputsLevel3Member2024-03-310001433642us-gaap:PrivateEquityFundsMemberus-gaap:FairValueInputsLevel3Member2024-04-012024-06-300001433642hlne:DirectCreditCoInvestmentsMemberus-gaap:FairValueInputsLevel3Member2024-04-012024-06-300001433642hlne:DirectEquityCoInvestmentsMemberus-gaap:FairValueInputsLevel3Member2024-04-012024-06-300001433642us-gaap:FairValueInputsLevel3Member2024-04-012024-06-300001433642us-gaap:PrivateEquityFundsMemberus-gaap:FairValueInputsLevel3Member2024-06-300001433642hlne:DirectCreditCoInvestmentsMemberus-gaap:FairValueInputsLevel3Member2024-06-300001433642hlne:DirectEquityCoInvestmentsMemberus-gaap:FairValueInputsLevel3Member2024-06-300001433642us-gaap:PrivateEquityFundsMemberus-gaap:FairValueInputsLevel3Member2023-03-310001433642hlne:DirectCreditCoInvestmentsMemberus-gaap:FairValueInputsLevel3Member2023-03-310001433642hlne:DirectEquityCoInvestmentsMemberus-gaap:FairValueInputsLevel3Member2023-03-310001433642us-gaap:FairValueInputsLevel3Member2023-03-310001433642us-gaap:PrivateEquityFundsMemberus-gaap:FairValueInputsLevel3Member2023-04-012023-06-300001433642hlne:DirectCreditCoInvestmentsMemberus-gaap:FairValueInputsLevel3Member2023-04-012023-06-300001433642hlne:DirectEquityCoInvestmentsMemberus-gaap:FairValueInputsLevel3Member2023-04-012023-06-300001433642us-gaap:FairValueInputsLevel3Member2023-04-012023-06-300001433642us-gaap:PrivateEquityFundsMemberus-gaap:FairValueInputsLevel3Member2023-06-300001433642hlne:DirectCreditCoInvestmentsMemberus-gaap:FairValueInputsLevel3Member2023-06-300001433642hlne:DirectEquityCoInvestmentsMemberus-gaap:FairValueInputsLevel3Member2023-06-300001433642us-gaap:FairValueInputsLevel3Member2023-06-300001433642hlne:DirectCreditCoInvestmentsMemberus-gaap:FairValueInputsLevel3Memberhlne:ConsolidatedFundsMember2024-03-310001433642hlne:DirectCreditCoInvestmentsMemberus-gaap:FairValueInputsLevel3Memberhlne:ConsolidatedFundsMember2024-04-012024-06-300001433642hlne:DirectCreditCoInvestmentsMemberus-gaap:FairValueInputsLevel3Memberhlne:ConsolidatedFundsMember2024-06-300001433642hlne:DirectCreditCoInvestmentsMemberus-gaap:FairValueInputsLevel3Memberhlne:ConsolidatedFundsMember2023-03-310001433642hlne:DirectCreditCoInvestmentsMemberus-gaap:FairValueInputsLevel3Memberhlne:ConsolidatedFundsMember2023-04-012023-06-300001433642hlne:DirectCreditCoInvestmentsMemberus-gaap:FairValueInputsLevel3Memberhlne:ConsolidatedFundsMember2023-06-300001433642us-gaap:PrivateEquityFundsMember2024-06-300001433642us-gaap:PrivateEquityFundsMemberhlne:ValuationTechniqueAdjustedNetAssetValueMembersrt:MinimumMemberhlne:MeasurementInputSelectedMarketReturnMember2024-06-300001433642srt:MaximumMemberus-gaap:PrivateEquityFundsMemberhlne:ValuationTechniqueAdjustedNetAssetValueMemberhlne:MeasurementInputSelectedMarketReturnMember2024-06-300001433642srt:WeightedAverageMemberus-gaap:PrivateEquityFundsMemberhlne:ValuationTechniqueAdjustedNetAssetValueMemberhlne:MeasurementInputSelectedMarketReturnMember2024-06-300001433642hlne:DirectEquityCoInvestmentsMember2024-06-300001433642hlne:ValuationTechniqueAdjustedNetAssetValueMemberhlne:DirectEquityCoInvestmentsMembersrt:MinimumMemberhlne:MeasurementInputSelectedMarketReturnMember2024-06-300001433642srt:MaximumMemberhlne:ValuationTechniqueAdjustedNetAssetValueMemberhlne:DirectEquityCoInvestmentsMemberhlne:MeasurementInputSelectedMarketReturnMember2024-06-300001433642srt:WeightedAverageMemberhlne:ValuationTechniqueAdjustedNetAssetValueMemberhlne:DirectEquityCoInvestmentsMemberhlne:MeasurementInputSelectedMarketReturnMember2024-06-300001433642us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMemberhlne:DirectCreditCoInvestmentsMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2024-06-300001433642us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2024-06-300001433642us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2024-03-310001433642us-gaap:RelatedPartyMemberus-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2024-06-300001433642us-gaap:RelatedPartyMemberus-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2024-03-310001433642hlne:TermLoanAgreementMemberus-gaap:LineOfCreditMember2024-06-300001433642hlne:TermLoanAgreementMemberus-gaap:LineOfCreditMember2024-03-310001433642hlne:A2020MultiDrawFacilityMemberus-gaap:LineOfCreditMember2024-06-300001433642hlne:A2020MultiDrawFacilityMemberus-gaap:LineOfCreditMember2024-03-310001433642us-gaap:CommonClassBMember2024-04-012024-06-300001433642us-gaap:RestrictedStockMember2024-03-310001433642us-gaap:RestrictedStockMember2024-04-012024-06-300001433642us-gaap:RestrictedStockMember2024-06-300001433642us-gaap:PerformanceSharesMember2024-03-310001433642us-gaap:PerformanceSharesMember2024-04-012024-06-300001433642us-gaap:PerformanceSharesMember2024-06-300001433642us-gaap:PerformanceSharesMember2023-04-012023-06-300001433642hlne:PartnershipsOfSubsidiaryMemberhlne:ManagementAndAdvisoryFeeRevenueMember2024-04-012024-06-300001433642hlne:PartnershipsOfSubsidiaryMemberhlne:ManagementAndAdvisoryFeeRevenueMember2023-04-012023-06-300001433642hlne:PartnershipsOfSubsidiaryMemberhlne:IncentiveFeeRevenueMember2024-04-012024-06-300001433642hlne:PartnershipsOfSubsidiaryMemberhlne:IncentiveFeeRevenueMember2023-04-012023-06-300001433642hlne:PartnershipsOfSubsidiaryMember2024-06-300001433642hlne:PartnershipsOfSubsidiaryMember2024-03-310001433642hlne:ValuedUnderMeasurementAlternativeMember2024-04-012024-06-300001433642us-gaap:CommonClassAMemberus-gaap:SubsequentEventMember2024-08-062024-08-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
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

HL_Logo.jpg
HAMILTON LANE INCORPORATED

(Exact name of Registrant as specified in its charter)
Delaware26-2482738
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
110 Washington Street,Suite 1300
Conshohocken, PA19428
(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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.001 par value per shareHLNEThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerx
Accelerated filer
☐
Non-accelerated filer  
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x 
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: As of August 2, 2024, there were 40,532,856 shares of the registrant’s Class A common stock, par value $0.001, and 13,664,635 shares of the registrant’s Class B common stock, par value $0.001, outstanding.


Table of Contents
Page
This Quarterly Report on Form 10-Q (“Form 10-Q”) includes certain information regarding the historical performance of our specialized funds and customized separate accounts. An investment in shares of our Class A common stock is not an investment in our specialized funds or customized separate accounts. In considering the performance information relating to our specialized funds and customized separate accounts contained herein, current and prospective Class A common stockholders should bear in mind that the performance of our specialized funds and customized separate accounts is not indicative of the possible performance of shares of our Class A common stock and is also not necessarily indicative of the future results of our specialized funds or customized separate accounts, even if fund investments were in fact liquidated on the dates indicated, and there can be no assurance that our specialized funds or customized separate accounts will continue to achieve, or that future specialized funds and customized separate accounts will achieve, comparable results. Please note that nothing in this Form 10-Q represents an offer to sell, or a solicitation of an offer to purchase, interests in any of Hamilton Lane’s products.
We own or have rights to trademarks, service marks or trade names that we use in connection with the operation of our business. In addition, our names, logos and website names and addresses are owned by us or licensed by us. We also own or have the rights to copyrights that protect the content of our solutions. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this Form 10-Q are listed without the ©, ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks, trade names and copyrights.



This Form 10-Q may include trademarks, service marks or trade names of other companies. Our use or display of other parties’ trademarks, service marks, trade names or products is not intended to, and does not imply a relationship with, or endorsement or sponsorship of us by, the trademark, service mark or trade name owners.
Unless otherwise indicated, information contained in this Form 10-Q concerning our industry and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources (including industry publications, surveys and forecasts), and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets that we believe to be reasonable. Although we believe the data from these third-party sources is reliable, we have not independently verified any third-party information.
Unless otherwise indicated or the context otherwise requires, all references in this Form 10-Q to “we,” “us,” “our,” the “Company,” “Hamilton Lane” and similar terms refer to Hamilton Lane Incorporated and its consolidated subsidiaries. As used in this Form 10-Q, (i) the term “HLA” refers to Hamilton Lane Advisors, L.L.C. and (ii) the terms “Hamilton Lane Incorporated” and “HLI” refer solely to Hamilton Lane Incorporated, a Delaware corporation, and not to any of its subsidiaries.
Cautionary Note Regarding Forward-Looking Information
Some of the statements in this Form 10-Q may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. Words such as “will”, “expect”, “believe”, “estimate”, “continue”, “anticipate”, “intend”, “plan” and similar expressions are intended to identify these forward-looking statements. Forward-looking statements discuss management’s current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance and business. All forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different, including risks relating to: our ability to manage growth, fund performance, competition in our industry, changes in our regulatory environment and tax status; market conditions generally; our ability to access suitable investment opportunities for our clients; our ability to maintain our fee structure; our ability to attract and retain key employees; our ability to manage our obligations under our debt agreements; defaults by clients and third-party investors on their obligations to fund commitments; our exposure and that of our clients and investors to the credit risks of financial institutions at which we and they hold accounts; our ability to comply with investment guidelines set by our clients; our ability to successfully integrate acquired businesses with ours; our ability to manage risks associated with introducing new types of investment structures, products or services or entering into strategic partnerships; our ability to manage redemption or repurchase rights in certain of our funds; our ability to manage, identify and anticipate risks we face; our ability to manage the effects of events outside of our control; and our ability to receive distributions from HLA to fund our payment of dividends, taxes and other expenses.
The foregoing list of factors is not exhaustive. For more information regarding these risks and uncertainties as well as additional risks we face, you should refer to the “Risk Factors” detailed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2024 (our “2024 Form 10-K”) and in our subsequent reports filed from time to time with the Securities and Exchange Commission (the “SEC”). The forward-looking statements included in this Form 10-Q are made only as of the date we filed this report. We undertake no obligation to update or revise any forward-looking statement as a result of new information or future events, except as otherwise required by law.
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,
20242024
Assets
Cash and cash equivalents$151,663 $114,634 
Restricted cash4,799 4,985 
Fees receivable141,099 108,291 
Prepaid expenses7,494 11,073 
Due from related parties14,199 8,150 
Furniture, fixtures and equipment, net32,632 33,013 
Lease right-of-use assets, net62,453 62,425 
Investments620,667 603,697 
Deferred income taxes259,301 261,887 
Other assets34,136 34,435 
Assets of consolidated variable interest entities:
Cash and cash equivalents14,614 — 
Investments28,804 28,575 
Other assets52 35 
Total assets$1,371,913 $1,271,200 
Liabilities and equity
Accounts payable$4,683 $4,505 
Accrued compensation and benefits68,236 35,979 
Accrued members’ distributions21,638 23,815 
Accrued dividend19,451 17,628 
Debt195,565 196,159 
Payable to related parties pursuant to tax receivable agreement200,346 201,422 
Lease liabilities78,916 79,033 
Other liabilities (includes $13,871 and $13,071 at fair value)
37,734 36,700 
Liabilities of consolidated variable interest entities:
Other liabilities8,514 1 
Total liabilities$635,083 $595,242 
Commitments and contingencies (Note 15)
Class A common stock, $0.001 par value, 300,000,000 authorized; 40,533,548 and 40,547,806 issued and outstanding as of June 30, 2024 and March 31, 2024, respectively
41 41
Class B common stock, $0.001 par value, 50,000,000 authorized; 13,664,635 and 13,664,635 issued and outstanding as of June 30, 2024 and March 31, 2024, respectively
14 14 
Additional paid-in-capital210,099 208,402 
Retained earnings356,209 316,696 
Total Hamilton Lane Incorporated stockholders’ equity$566,363 $525,153 
Non-controlling interests in general partnerships5,389 5,043 
Non-controlling interests in Hamilton Lane Advisors, L.L.C.160,446 145,762 
Non-controlling interests in consolidated funds4,632 — 
Total equity$736,830 $675,958 
Total liabilities and equity$1,371,913 $1,271,200 
See accompanying notes to the condensed consolidated financial statements.
3
Hamilton Lane Incorporated
Condensed Consolidated Statements of Income
(Unaudited)
(In thousands, except per share amounts)
Three Months Ended June 30,
20242023
Revenues
Management and advisory fees$139,962 $105,407 
Incentive fees56,76919,630
Total revenues196,731 125,037 
Expenses
Compensation and benefits78,435 44,103 
General, administrative and other28,373 25,761 
Consolidated variable interest entities related:
General, administrative and other312234
Total expenses107,120 70,098 
Other income (expense)
Equity in income of investees7,389 11,866 
Interest expense(2,947)(2,890)
Interest income765 937 
Non-operating gain9,814 232 
Consolidated variable interest entities related:
Equity in income of investees928 132 
Unrealized gain1,197 794 
Interest expense— (6)
Interest income171,740 
Total other income (expense)17,163 12,805 
Income before income taxes106,774 67,744 
Income tax expense19,687 16,400 
Net income87,087 51,344 
Less: Income attributable to non-controlling interests in general partnerships346 1 
Less: Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.27,645 19,133 
Less: Income attributable to non-controlling interests in consolidated funds132 1,212 
Net income attributable to Hamilton Lane Incorporated$58,964 $30,998 
Basic earnings per share of Class A common stock$1.49 $0.82 
Diluted earnings per share of Class A common stock$1.47 $0.81 
Dividends declared per share of Class A common stock$0.49 $0.45 

See accompanying notes to the condensed consolidated financial statements.




4
Hamilton Lane Incorporated
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
(In thousands)


Class A Common StockClass B Common StockAdditional Paid in CapitalRetained EarningsNon-Controlling
Interests in General Partnerships		Non-Controlling
Interests in Hamilton Lane Advisors, L.L.C.		Non-Controlling Interests in Consolidated FundsTotal Equity
Balance at March 31, 2024
$41 $14 $208,402 $316,696 $5,043 $145,762 $— $675,958 
Net income
— — — 58,964 346 27,645 132 87,087 
Equity-based compensation
— — 2,372 — — 851 — 3,223 
Purchase and retirement of Class A stock for tax withholding— — (388)— — (139)— (527)
Dividends declared
— — — (19,451)— — — (19,451)
Capital contributions from non-controlling interests, net— — — — — — 4,500 4,500 
Member distributions
— — — — — (14,609)— (14,609)
Employee Share Purchase Plan share issuance
— — 478 — — 171 — 649 
Equity reallocation between controlling and non-controlling interests — — (765)— — 765 — — 
Balance at June 30, 2024
$41 $14 $210,099 $356,209 $5,389 $160,446 $4,632 $736,830 
Class A Common StockClass B Common StockAdditional Paid in CapitalRetained EarningsNon-Controlling
Interests in General Partnerships		Non-Controlling
Interests in Hamilton Lane Advisors, L.L.C.		Non-Controlling Interests in Consolidated FundsTotal Equity
Balance at March 31, 2023
$39 $15 $171,567 $243,823 $3,877 $135,702 $19,169 $574,192 
Net income— — — 30,998 1 19,133 1,212 51,344 
Equity-based compensation
— — 1,995 — — 851 — 2,846 
Purchase and retirement of Class A stock for tax withholding— — (76)— — (32)— (108)
Dividends declared
— — — (16,780)— — — (16,780)
Capital contributions to non-controlling interests, net— — — — 126 — 43,694 43,820 
Member distributions
— — — — — (14,165)— (14,165)
Employee Share Purchase Plan share issuance
— — 386 — — 165 — 551 
Equity reallocation between controlling and non-controlling interests
— — 2,801 — — (2,801)— — 
Balance at June 30, 2023
$39 $15 $176,673 $258,041 $4,004 $138,853 $64,075 $641,700 

See accompanying notes to the condensed consolidated financial statements.

5
Hamilton Lane Incorporated
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)

Three Months Ended June 30,
20242023
Operating activities:
Net income$87,087 $51,344 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization2,313 1,873 
Change in deferred income taxes2,586 4,654 
Change in payable to related parties pursuant to tax receivable agreement(1,076)(883)
Equity-based compensation3,223 2,846 
Equity in income of investees(7,389)(11,866)
Net realized loss on sale of investments— 288 
Fair value adjustment of other investments(8,739)(757)
Proceeds received from Partnerships6,062 6,060 
Non-cash lease expense2,088 2,062 
Other198 36 
Changes in operating assets and liabilities:
Fees receivable(32,808)(18,725)
Prepaid expenses3,579 1,809 
Due from related parties(6,049)(777)
Other assets(70)17,389 
Accounts payable178 1,015 
Accrued compensation and benefits32,257 8,336 
Lease liability(2,233)(1,954)
Other liabilities69 (1,402)
Consolidated variable interest entities related:
Net unrealized gain on investment(901)— 
Equity in income of investees(928)(132)
Other assets and liabilities296 (3,243)
Net cash provided by operating activities$79,743 $57,973 
Investing activities:
Purchase of furniture, fixtures and equipment(1,506)(3,385)
Purchase of investments(5,001)(1,177)
Proceeds from sale of investments— 1,343 
Proceeds from sale of intangible assets— 876 
Distributions received from Partnerships9,231 1,676 
Contributions to Partnerships(10,410)(22,686)
Consolidated variable interest entities related:
Purchase of Investments(2,282)(16,369)
Cash from consolidating funds12,100 — 
Net cash provided by (used in) investing activities$2,132 $(39,722)

6
Hamilton Lane Incorporated
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)

Three Months Ended June 30,
20242023
Financing activities:
Repayments of debt$(625)$(625)
Draw-down on revolver— 10,000 
Repayment of revolver— (25,000)
Repurchase of Class A shares for employee tax withholding(527)(108)
Proceeds received from issuance of shares under Employee Share Purchase Plan649 551 
Dividends paid(17,628)(15,049)
Members’ distributions paid(16,787)(18,423)
Consolidated variable interest entities related:
Contributions from non-controlling interests in general partnerships— 148 
Distributions to non-controlling interests in general partnerships— (22)
Contributions from non-controlling interests in consolidated funds4,500 43,694 
Net cash used in financing activities$(30,418)$(4,834)
Increase in cash and cash equivalents, restricted cash, and cash and cash equivalents held at consolidated variable interest entities51,457 13,417 
Cash and cash equivalents, restricted cash, and cash and cash equivalents held at consolidated variable interest entities at beginning of the period119,619 116,552 
Cash and cash equivalents, restricted cash, and cash and cash equivalents held at consolidated variable interest entities at end of the period$171,076 $129,969 

Reconciliation of Cash and Cash Equivalents, Restricted Cash and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities to the Condensed Consolidated Balance Sheets:
As of June 30,
20242023
Cash and cash equivalents$151,663 $100,255 
Restricted cash4,799 4,805
Cash and cash equivalents held at consolidated variable interest entities14,614 24,909 
Total cash and cash equivalents, restricted cash, and cash and cash equivalents held at consolidated variable interest entities$171,076 $129,969 
See accompanying notes to the condensed consolidated financial statements.

7
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)


1. Organization

Hamilton Lane Incorporated (“HLI”) was incorporated in the State of Delaware on December 31, 2007 and, following its 2017 initial public offering, is a holding company whose principal asset is a controlling equity interest in Hamilton Lane Advisors, L.L.C. (“HLA”). As the sole managing member of HLA, HLI operates and controls all of the business and affairs of HLA, and through HLA, conducts its business. As a result, HLI consolidates HLA’s financial results and reports a non-controlling interest (“NCI”) related to the portion of HLA units not owned by HLI. The assets and liabilities of HLA represent substantially all of HLI’s consolidated assets and liabilities with the exception of certain cash, certain deferred tax assets and liabilities, payables to related parties pursuant to a tax receivable agreement, and dividends payable. Unless otherwise specified, “the Company” refers to the consolidated entity of HLI, HLA and subsidiaries throughout the remainder of these notes. As of each of June 30, 2024 and March 31, 2024, HLI held approximately 73.6% of the economic interest in HLA. As future exchanges of HLA units occur pursuant to the exchange agreement, the economic interest in HLA held by HLI will increase.

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

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Management believes it has made all necessary adjustments (which consisted of only normal recurring items) so that the condensed consolidated financial statements are presented fairly and that estimates made in preparing the condensed consolidated financial statements are reasonable and prudent. Results of operations for the three months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending March 31, 2025. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in HLI’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024.

8
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)


Accounting for Differing Fiscal Periods

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

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

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


Fair Value of Financial Instruments

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

•Level 1: Values are determined using quoted market prices for identical financial instruments in an active market.
•Level 2: Values are determined using quoted prices for similar financial instruments and valuation models whose inputs are observable.
•Level 3: Values are determined using pricing models that use significant inputs that are primarily unobservable, discounted cash flow methodologies or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

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

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










9
Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)

Recent Accounting Pronouncements

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

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

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

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

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

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 fees20242023
Specialized funds$89,792 $57,716 
Customized separate accounts33,453 31,719 
Advisory5,911 6,293 
Reporting, monitoring, data and analytics6,994 5,557 
Distribution management498 1,213 
Fund reimbursement revenue3,314 2,909 
Total management and advisory fees$139,962 $105,407 
Three Months Ended
June 30,
Incentive fees20242023
Specialized funds$52,054 $18,386 
Customized separate accounts4,715 1,244 
Total incentive fees$56,769 $19,630 

4. Investments

Investments consist of the following:

June 30,March 31,
20242024
Equity method investments in Partnerships$411,183 $408,615 
Other equity method investments1,438 1,576 
Fair value investments19,124 17,984
Investments valued under the measurement alternative188,922 175,522
Total Investments$620,667 $603,697 

Investments of consolidated VIEs consist of the following:

June 30,March 31,
20242024
Equity method investments in Partnerships$17,421 $28,575 
Fair value investments11,383 — 
Total Investments of Consolidated VIEs$28,804 $28,575 
11

Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)


Equity method investments

The Company’s equity method investments in Partnerships represent its ownership in certain specialized funds and customized separate accounts. The strategies and geographic location of investments within the Partnerships vary by fund. The Company has a 1% interest in substantially all of the Partnerships, representing a general partner interest. The Company’s other equity method investments represent its ownership in a technology company to develop an AI-powered investment assistant for private markets.

Fair value investments

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

The Company accounts for its secured financing at fair value under the fair value option. The primary reason for electing the fair value option is to mitigate volatility in earnings from using different measurement attributes. The significant input to the fair value of the secured financing is the fair value of the fair value investments delivered as collateral which are estimated using Level 3 inputs with the significant inputs as shown in Note 5 below.

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

Investments valued under the measurement alternative

Three Months Ended June 30,
20242023
Carrying amount beginning of the period$175,522 $168,732 
Adjustments related to equity investments:
Purchases5,001 1,177 
Sales / return of capital — (178)
Net change in unrealized gain (1)
8,399 1,177 
Net realized loss— (522)
Carrying amount, end of period$188,922 $170,386 
(1) Net change in unrealized gain consists of fair value adjustments for observable price changes of identical or similar investments.

12

Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)

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

June 30,March 31,
20242024
Cumulative gross unrealized gains$78,634 $70,235 
Cumulative gross unrealized losses $(43,289)$(43,289)

5. Fair Value Measurements

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

As of June 30, 2024
Level 1Level 2Level 3
NAV(2)
Total
Financial assets:
Fair value investments
$5,253 $— $13,871 $— $19,124 
Consolidated VIEs
Fair value investments— — 379 11,004 11,383 
Total financial assets$5,253 $— $14,250 $11,004 $30,507 
Financial liabilities:
Secured financing(1)
$— $— $13,871 $— $13,871 
Total financial liabilities$— $— $13,871 $— $13,871 
As of March 31, 2024
Level 1Level 2Level 3
NAV(2)
Total
Financial assets:
Fair value investments
$4,913 $— $13,071 $— $17,984 
Consolidated VIEs
Fair value investments— — — — — 
Total financial assets$4,913 $— $13,071 $— $17,984 
Financial liabilities:
Secured financing(1)
$— $— $13,071 $— $13,071 
Total financial liabilities$— $— $13,071 $— $13,071 

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

13

Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)

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

Private equity fundsDirect credit investmentsDirect equity investmentsTotal other investments
Balance as of March 31, 2024
$5,519 $— $7,552 $13,071 
Contributions— — — — 
Distributions(148)— (148)
Net (loss) gain(342)1,290 948 
Balance as of June 30, 2024
$5,029 $— $8,842 $13,871 


Private equity fundsDirect credit investmentsDirect equity investmentsTotal other investments
Balance as of March 31, 2023
$6,664 $790 $6,774 $14,228 
Contributions— — — — 
Distributions(50)— — (50)
Net (loss) gain(184)(5)160 (29)
Balance as of June 30, 2023
$6,430 $785 $6,934 $14,149 

The following is a reconciliation of investments held by our consolidated VIEs for which significant
unobservable inputs (Level 3) were used in determining value:
Direct credit investments
Balance as of March 31, 2024
$— 
Contributions386 
Net income(7)
Balance as of June 30, 2024
$379 

Direct credit investments
Balance as of March 31, 2023
$21,163 
Contributions14,056 
Distributions(40)
Net loss82 
Transfer in19,364 
Balance as of June 30, 2023
$54,625 
14

Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)

The valuation methodologies, significant unobservable inputs, range of inputs and the weighted average input determined based upon relative fair value of the investments used in recurring Level 3 fair value measurements of assets were as follows, as of June 30, 2024:

Significant
FairValuationUnobservableWeighted
ValueMethodologyInputsRangeAverage
Other investments:
Private equity funds
$5,029 Adjusted NAVSelected market return3.4%-5.1%4.8%
Direct equity investments
$8,842 Adjusted NAVSelected market return3.4%-9.2%5.2%
 
 
Investments of consolidated VIE:
Direct credit investments$379 Recent precedent transactions

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

6. Variable Interest Entities

The Company holds variable interests in entities that are considered VIEs because limited partners lack the ability to remove the general partner or dissolve the entity without cause by simple majority vote (i.e., do not have substantive “kick out” or “liquidation” rights). The Company’s variable interest in such entities is in the form of direct equity interests in, and/or fee arrangements with, the Partnerships in which it also serves as the general partner or managing member. In the Company’s role as general partner or managing member, it generally considers itself the sponsor of the applicable Partnership and makes all investment and operating decisions. The Company consolidates VIEs in which it is determined that the Company is the primary beneficiary.

Consolidated Variable Interest Entities

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



15

Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)

Non-consolidated Variable Interest Entities

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

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

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

June 30,March 31,
20242024
Investments$233,900 $232,743 
Fees receivable76,916 61,694 
Due from related parties5,579 1,699 
Total VIE Assets316,395 296,136 
Less: Non-controlling interests(2,155)(1,918)
Maximum exposure to loss$314,240 $294,218 

7. Debt

The Company’s debt consisted of the following:

As of June 30, 2024
As of March 31, 2024
Principal OutstandingCarrying ValueInterest RatePrincipal OutstandingCarrying ValueInterest Rate
Term Loan$96,250 $95,922 7.25 %$96,875 $96,531 7.25 %
2020 Multi-Draw Facility100,000 99,643 3.50 %100,000 99,628 3.50 %
Total Debt$196,250 $195,565 $196,875 $196,159 


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

16

Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)

8. Equity

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

Class A Common StockClass B Common Stock
March 31, 202440,547,806 13,664,635 
Forfeitures(20,420)— 
Shares repurchased for employee tax withholdings(16)— 
Shares issued pursuant to Employee Share Purchase Plan6,178 — 
June 30, 202440,533,548 13,664,635 

9. Equity Based Compensation

Restricted Stock Awards

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

Total
Unvested		Weighted-
Average
Grant-Date
Fair Value of
Award
March 31, 2024363,128 $80.34 
Vested(289)$82.72 
Forfeited(7,376)$78.55 
June 30, 2024355,463 $80.37 

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

Performance Awards

A summary of performance award activity for the three months ended June 30, 2024 is presented below:
Total
Unvested		Weighted-
Average
Grant-Date
Fair Value of
Award
March 31, 2024489,150 $29.79 
Forfeited(13,044)$29.79 
June 30, 2024476,106 $29.79 

As of June 30, 2024, total estimated unrecognized expense related to the unvested performance awards was $9,102 and none of the performance awards had met their market price-based vesting condition.
17

Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)


10. Compensation and Benefits

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

Three Months Ended June 30,
20242023
Base compensation and benefits$61,020 $36,350 
Incentive fee compensation14,192 4,907 
Equity-based compensation3,223 2,846 
Total compensation and benefits$78,435 $44,103 

11. Income Tax

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

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

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

12. Earnings per Share

Shares of the Company’s Class B common stock do not share in the earnings or losses attributable to HLI, and, therefore, are not participating securities. As a result, a separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been included. Shares of the Company’s Class B common stock are, however, considered potentially dilutive to the Class A common stock because the Class B units to which the Class B common stock corresponds are exchangeable for shares of Class A common stock on a one-for-one basis, at which time the share of Class B common stock is surrendered in exchange for a payment of its par value.
18

Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)


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





Three Months Ended
June 30, 2024		Three Months Ended
June 30, 2023
Net income attributable to Class A StockholdersWeighted-Average SharesPer share amountNet income attributable to Class A StockholdersWeighted-Average SharesPer share amount
Basic EPS of Class A common stock$58,964 39,695,677 $1.49 $30,998 37,707,809 $0.82 
Adjustment to net income:
Assumed vesting of employee awards
51 14 
Assumed conversion of Class B and Class C Units 20,674 12,602 
 Effect of dilutive securities:
Assumed vesting of employee awards
132,294 58,845 
Assumed conversion of Class B and Class C Units14,221,77516,089,097 
Diluted EPS of Class A common stock$79,689 54,049,746 $1.47 $43,614 53,855,751 $0.81 
The adjustments to net income for dilutive securities are based upon the additional income that would be allocated to HLI for the change in its ownership percentage due to the dilutive securities and adjusted for the incremental income tax expense related to the additional allocated income. Net income (loss) recorded by HLI on a standalone basis will determine if the Class B and Class C units are dilutive or antidilutive in each respective period.

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

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

Revenue and Receivables

The Company has investment management agreements with various specialized funds and customized separate accounts that it manages. The Company earned management and advisory fees from Partnerships of $115,048 and $80,303 for the three months ended June 30, 2024 and 2023, respectively.
19

Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)

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

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

14. Supplemental Cash Flow

Three Months Ended June 30,
20242023
Establishment of lease liability in exchange for right of use asset$1,484 $3,116 
Non-cash investing activities:
Investments purchased by consolidated fund$8,200 $— 
Non-cash purchase of other equity method investment$— $2,000 
Non-cash financing activities:
Dividends declared but not paid$19,451 $16,780 
Member distributions declared but not paid$21,638 $11,464 

15. Commitments and Contingencies

Litigation

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

Incentive Fees

The Partnerships have allocated carried interest still subject to contingencies that did not meet the Company’s criteria for revenue recognition in the amounts of $1,237,605 and $1,221,488, net of amounts attributable to NCI, at June 30, 2024 and March 31, 2024, respectively.

If the Company ultimately receives the unrecognized carried interest, a total of $309,401 and $305,372 as of June 30, 2024 and March 31, 2024, respectively, would potentially be payable to certain employees and third parties pursuant to compensation arrangements related to carried interest profit-sharing plans. Such amounts have not been recorded in the Condensed Consolidated Balance Sheets or Condensed Consolidated Statements of Income as the payment is not yet probable.
20

Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)


Commitments

The Company serves as the investment manager of the Partnerships. The general partner or managing member of each Partnership is generally a separate subsidiary of the Company and has agreed to invest funds on the same basis as the limited partners in most instances. The Company’s aggregate unfunded commitment to the Partnerships was $266,842 and $267,734 as of June 30, 2024 and March 31, 2024, respectively.
In connection with certain of the Company’s strategic technology investments, a percentage of realized gains will be paid to one of our Co-CEOs for overseeing the initial investments and up to 15% may be paid as a discretionary bonus to other employees as those gains are realized. The Company has an unrealized net gain on strategic investments of $38,278 as of June 30, 2024.

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

Leases

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

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

Three Months Ended June 30,
20242023
Operating lease costs$2,206$2,200
Variable lease costs$407$399
Cash paid for amounts included in the measurement of operating lease liabilities$2,233$2,088
Weighted average remaining lease term (in years)12.313.4
Weighted average discount rate3.5 %3.4 %

21

Hamilton Lane Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts)

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

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

16. Subsequent Events

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


22


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following information should be read in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included in this Form 10-Q, and our audited financial statements, notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2024 Form 10-K for a more complete understanding of our financial position and results of operations.
The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Investors should review the “Cautionary Note Regarding Forward-Looking Information” above and the “Risk Factors” detailed in Part I, Item 1A of our 2024 Form 10-K for a discussion of those risks and uncertainties that have the potential to cause actual results to be materially different. Our results of operations for interim periods are not necessarily indicative of results to be expected for the full year or for any other period. Unless otherwise indicated, references in this Form 10-Q to fiscal 2024 and fiscal 2023 are to our fiscal years ended March 31, 2024, and 2023, respectively.
Business Overview
We are a global private markets investment solutions provider and operate our business in a single segment. We offer a variety of investment solutions to address our clients’ needs across a range of private markets, including private equity, private credit, real estate, infrastructure, natural resources, growth equity, venture capital and impact. These solutions are constructed from a range of investment types, including primary investments in funds managed by third-party managers, direct investments alongside such funds and acquisitions of secondary stakes in such funds, with a number of our clients utilizing multiple investment types. These solutions are offered in a variety of formats covering some or all phases of private markets investment programs:
•Customized Separate Accounts: We design and build customized portfolios of private markets funds and direct investments to meet our clients’ specific portfolio objectives with regard to return, risk tolerance, diversification and liquidity. We generally have discretionary investment authority over our customized separate accounts, which comprised $94.5 billion of our assets under management (“AUM”) as of June 30, 2024.
•Specialized Funds: We organize, invest and manage specialized primary, secondary and direct investment funds. Our specialized funds invest across a variety of private markets and include equity, equity-linked and credit funds offered on standard terms, as well as shorter duration, opportunistically oriented funds. We launched our first specialized fund in 1997. Since then, our product offerings have grown steadily and now include evergreen offerings that primarily invest in secondaries and direct investments in equity and credit and are available to certain high-net-worth individuals. Specialized funds comprised $35.2 billion of our AUM as of June 30, 2024.
•Advisory Services: We offer non-discretionary investment advisory services to assist clients in developing and implementing their private markets investment programs. Our investment advisory services include asset allocation, strategic plan creation, development of investment policies and guidelines, the screening and recommending of investments, the monitoring of and reporting on investments and investment manager review and due diligence. Our advisory clients include some of the largest and most sophisticated private markets investors in the world. We had $810.4 billion of assets under advisement (“AUA”) as of June 30, 2024.
23

•Distribution Management: We offer distribution management services to our clients through active portfolio management to enhance the realized value of publicly traded stock they receive as distributions in-kind from private equity funds.
•Reporting, Monitoring, Data and Analytics: We provide our clients with comprehensive reporting and investment monitoring services, usually bundled into our broader investment solutions offerings, but also on a stand-alone, fee-for-service basis. We also provide comprehensive research and analytical services as part of our investment solutions, leveraging our large, global, proprietary and high-quality database for transparency and powerful analytics. Our data, as well as our benchmarking and forecasting models, are accessible through our proprietary technology solution, Cobalt LP, on a stand-alone, subscription basis.
Our client and investor base is broadly diversified by type, size and geography. Our client base primarily comprises institutional investors that range from those seeking to make an initial investment in alternative assets to some of the world’s largest and most sophisticated private markets investors. As we offer a highly customized, flexible service, we are equipped to provide investment services to institutional clients of all sizes and with different needs, internal resources and investment objectives. Our clients include prominent institutional investors in the United States, Canada, Europe, the Middle East, Asia, Australia and Latin America. We provide private markets solutions and services to some of the largest global pension, sovereign wealth and U.S. state pension funds. In addition, we believe we are a leading provider of private markets solutions for U.S. labor union pension plans, and we serve numerous smaller public and corporate pension plans, sovereign wealth funds, financial institutions and insurance companies, endowments and foundations, as well as family offices and high-net-worth individuals.
Key Financial and Operating Measures
Our key financial measures are discussed below.
Revenues
We generate revenues primarily from management and advisory fees, and to a lesser extent, incentive fees.
Management and advisory fees comprise specialized fund and customized separate account management fees, advisory and reporting fees and distribution management fees.
Revenues from customized separate accounts are generally based on a contractual rate applied to committed capital or net invested capital under management. These fees often decrease over the life of the contract due to built-in declines in contractual rates and/or as a result of lower net invested capital balances as capital is returned to clients. In certain cases, we also provide advisory and/or reporting services, and, therefore, we also receive fees for services such as monitoring and reporting on a client’s existing private markets investments. In addition, we may provide for investments in our specialized funds as part of our customized separate accounts. In these cases, we generally reduce the asset-based and/or incentive fees or carried interest on customized separate accounts to the extent that assets in the accounts are invested in our specialized funds so that our clients do not pay duplicate fees.
Revenues from specialized funds are based on a percentage of limited partners’ capital commitments to, net invested capital or net asset value ("NAV") in, our specialized funds. The management fee during the investment period is often charged on capital commitments and after the investment period (or a defined anniversary of the fund’s initial closing) is typically reduced by a percentage of the management fee for the preceding year or charged on net invested capital or NAV. In the case of certain funds, we charge management fees on capital commitments, with the management fee increasing during the early

24

years of the fund’s term and declining in the later years. Management fees for certain funds are discounted based on the amount of the limited partners’ commitments, whether the limited partners commit early in the offering period or if the limited partners are investors in our other funds.
Revenues from advisory and reporting, monitoring, data and analytics services are generally annual fixed fees, which vary depending on the services we provide, and are recognized over the service term. In limited cases, advisory service clients are charged basis point fees annually based on the amounts they have committed to invest pursuant to their agreements with us. In other cases where our services are limited to monitoring and reporting on investment portfolios, clients are charged a fee based on the number of investments in their portfolio.
Distribution management fees are generally earned by applying a percentage to AUM or proceeds received. Certain active management clients may elect a fee structure under which they are charged an asset-based fee plus a fee based on net realized and unrealized gains and income net of realized and unrealized losses.
Incentive fees comprise carried interest earned from our specialized funds and certain customized separate accounts structured as single-client funds in which we have a general partner commitment, and performance fees earned on certain other specialized funds and customized separate accounts.
For each of our secondary funds, direct investment funds, strategic opportunity funds and evergreen funds, we generally earn carried interest equal to a fixed percentage of net profits, usually 10.0% to 12.5%, subject to a compounded annual preferred return that is generally 6.0% to 8.0%. To the extent that our primary funds also directly make secondary investments and direct investments, they generally earn carried interest on a similar basis. Furthermore, certain of our primary funds earn carried interest on their investments in other private markets funds on a primary basis that is generally 5.0% of net profits, subject to the fund’s compounded annual preferred return.
We recognize carried interest when it is probable that a significant reversal will not occur. The primary contingency regarding incentive fees is the “clawback,” or the obligation to return distributions in excess of the amount prescribed by the applicable fund or separate account documents. Incentive fees are typically only required to be returned on a net of tax basis due to a clawback. As such, the tax-related portion of incentive fees is typically not subject to clawback and is therefore recognized as revenue immediately upon receipt. In the event that a payment is made before it can be recognized as revenue, this amount would be included as deferred incentive fee revenue on our Condensed Consolidated Balance Sheets and recognized as income in accordance with our revenue recognition policy.
Performance fees, which are a component of incentive fees, are based on the aggregate amount of realized gains earned by the applicable specialized fund or customized separate account, subject to the achievement of defined minimum returns to the clients. Performance fees range from 5.0% to 12.5% of net profits, subject to a compounded annual preferred return that varies by account but is generally 6.0% to 8.0%. Performance fees are recognized when the risk of clawback or reversal is not probable.

25

Expenses
Compensation and benefits is our largest expense and consists of (a) base compensation comprising salary, bonuses and benefits paid and payable to employees, (b) equity-based compensation associated with the grants of restricted stock and performance awards and (c) incentive fee compensation, which consists of carried interest and performance fee allocations. We expect to continue to experience a general rise in compensation and benefits expense commensurate with expected growth in headcount and with the need to maintain competitive compensation levels as we expand geographically and create new products and services.
Our compensation arrangements with our employees contain a significant bonus component driven by the results of our operations. Therefore, as our revenues, profitability and the amount of incentive fees earned by our customized separate accounts and specialized funds increase, our compensation costs rise.
Certain current and former employees participate in a carried interest program whereby approximately 25% of incentive fees from certain of our specialized funds and customized separate accounts are awarded to plan participants. We record compensation expense payable to plan participants as the incentive fees become estimable and collection is probable.
General, administrative and other includes travel, accounting, legal and other professional fees, commissions, placement fees, office expenses, depreciation and other costs associated with our operations. Our occupancy-related costs and professional services expenses, in particular, generally increase or decrease in relative proportion to the number of our employees and the overall size and scale of our business operations.
Other Income (Expense)
Equity in income of investees primarily represents our share of earnings from our investments in our specialized funds and certain customized separate accounts in which we have a general partner commitment. Equity income primarily comprises our share of the net realized and unrealized gains (losses) and investment income partially offset by the expenses from these investments.
We have general partner commitments in our specialized funds and certain customized separate accounts that invest solely in primary funds, secondary funds and direct investments, as well as those that invest across investment types. Equity in income (loss) of investees will increase or decrease as the change in underlying fund investment valuations increases or decreases. Since our direct investment funds invest in underlying portfolio companies, their quarterly and annual valuation changes are more affected by individual company movements than our primary and secondary funds that have exposures across multiple portfolio companies in underlying private markets funds. Our specialized funds and customized separate accounts invest across industries, strategies and geographies, and therefore our general partner investments do not include any significant concentrations in a specific sector or area outside the United States.
Interest expense includes interest paid and accrued on our outstanding debt, along with the amortization of deferred financing costs, amortization of original issue discount and the write-off of deferred financing costs due to the repayment of previously outstanding debt.
Interest income is income earned on cash and cash equivalents.
Non-operating gain consists primarily of gains and losses on certain investments, changes in liability under the tax receivable agreement and other non-recurring or non-cash items.

26

Other income (expense) of consolidated variable interest entities (“VIEs”) consists primarily of the share of earnings of investments of consolidated general partner entities, which are not wholly-owned by us, in our specialized funds and certain customized separate accounts in which they have a general partner commitment, interest income on our previously consolidated fund and unrealized gains and interest income on consolidated funds.
Income Tax Expense
We are a corporation for U.S. federal income tax purposes and therefore are subject to U.S. federal and state income taxes on our share of taxable income generated by HLA. HLA is treated as a pass-through entity for U.S. federal and state income tax purposes. As such, income generated by HLA flows through to its limited partners, including us, and is generally not subject to U.S. federal or state income tax at the partnership level. Our non-U.S. subsidiaries generally operate as corporate entities in non-U.S. jurisdictions, with certain of these entities subject to non-U.S. income taxes. Additionally, certain of our subsidiaries are subject to local jurisdiction income taxes at the entity level. Accordingly, the tax liability with respect to income attributable to non-controlling interests ("NCI") in HLA is borne by the holders of such NCI.
Non-controlling interests
Non-controlling interests reflect the portion of income or loss and the corresponding equity attributable to third-party equity holders and employees in certain consolidated subsidiaries that are not 100% owned by us. NCI are presented as separate components in our Condensed Consolidated Statements of Income to clearly distinguish between our interests and the economic interests of third parties and employees in those entities.
Fee-Earning AUM
Fee-earning AUM is a metric we use to measure the assets from which we earn management fees. Our fee-earning AUM comprise assets in our customized separate accounts and specialized funds from which we derive management fees that are generally derived from applying a certain percentage to the appropriate fee base. We classify customized separate account revenue as management fees if the client is charged an asset-based fee, which includes the majority of our discretionary AUM accounts but also includes certain non-discretionary AUA accounts. Our fee-earning AUM is equal to the amount of capital commitments, net invested capital and NAV of our customized separate accounts and specialized funds depending on the fee terms. The vast majority of our customized separate accounts and specialized funds earn fees based on commitments or net invested capital, which are not affected by market appreciation or depreciation. Therefore, revenues and fee-earning AUM are not significantly affected by changes in market value.
Our calculations of fee-earning AUM may differ from the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers. Our definition of fee-earning AUM is not based on any definition that is set forth in the agreements governing the customized separate accounts or specialized funds that we manage.


27

Consolidated Results of Operations
The following is a discussion of our consolidated results of operations for the three months ended June 30, 2024 and 2023. This information is derived from our accompanying condensed consolidated financial statements prepared in accordance with GAAP.
Three Months Ended
June 30,
(in thousands)20242023
Revenues
Management and advisory fees$139,962 $105,407 
Incentive fees56,769 19,630 
Total revenues196,731 125,037 
Expenses
Compensation and benefits78,435 44,103 
General, administrative and other28,373 25,761 
Consolidated variable interest entities related:
General, administrative and other312 234 
Total expenses107,120 70,098 
Other income (expense)
Equity in income of investees7,389 11,866 
Interest expense(2,947)(2,890)
Interest income765 937 
Non-operating gain9,814 232 
Consolidated variable interest entities related:
Equity in income of investees928 132 
Unrealized gain1,197 794 
Interest expense— (6)
Interest income17 1,740 
Total other income (expense)17,163 12,805 
Income before income taxes106,774 67,744 
Income tax expense19,687 16,400 
Net income87,087 51,344 
Less: Income attributable to non-controlling interests in general partnerships346 1 
Less: Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.27,645 19,133 
Less: Income attributable to non-controlling interests in consolidated funds132 1,212 
Net income attributable to Hamilton Lane Incorporated$58,964 $30,998 


28

Revenues    
The following table shows revenues of the Company:
Three Months Ended June 30,Change
(in thousands)20242023
Revenues
Management and advisory fees
Specialized funds
$89,792 $57,716 $32,076 
Customized separate accounts
33,453 31,719 1,734 
Advisory
5,911 6,293 (382)
Reporting, monitoring, data and analytics
6,994 5,557 1,437 
Distribution management
498 1,213 (715)
Fund reimbursement revenue
3,314 2,909 405 
Total management and advisory fees
139,962 105,407 34,555 
Incentive fees
Specialized funds52,054 18,386 33,668 
Customized separate accounts4,715 1,244 3,471 
Total incentive fees56,769 19,630 37,139 
Total revenues$196,731 $125,037 $71,694 

Three months ended June 30, 2024 compared to three months ended June 30, 2023
Total revenues increased $71.7 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023, due to increases in management and advisory fees and incentive fees.
Management and advisory fees increased $34.6 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. Specialized funds revenue increased $32.1 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023, due primarily to an increase of $23.4 million in revenue from our latest secondary fund and an increase of $11.2 million in revenue from our evergreen funds, which added $3.1 billion and $3.3 billion, respectively, in fee-earning AUM between periods. Revenue from our latest secondary fund included $20.7 million in retroactive fees for the three months ended June 30, 2024 compared to $3.9 million in retroactive fees for the three months ended June 30, 2023. Retroactive fees are management fees earned in the current period from investors that commit to a specialized fund towards the end of the fundraising period and are required to pay a catch-up management fee as if they had committed to the fund at the first closing in a prior period. Customized separate accounts revenue increased $1.7 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 due to the addition of several new accounts, additional allocations from existing accounts, and continued investment activity. Reporting, monitoring, data and analytics revenue increased by $1.4 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023, due to increased subscriptions of our technology solutions.
Incentive fees increased $37.1 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023, due primarily to an increase in incentive fees from the increased tax-related portion of carried interest distributions in the current period and the proceeds realized on the sale of an underlying investment in one of our specialized funds that has an American waterfall.

29

Expenses
T